TCREUR_Public/160531.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 31, 2016, Vol. 17, No. 106


                            Headlines


A Z E R B A I J A N

AZERBAIJANI UNIBANK: Fitch Cuts LT Issuer Default Rating to 'RD'


B U L G A R I A

BULGARIAN ENERGY: Moody's Assigns (P)Ba1 CFR, Outlook Stable


F R A N C E

COFINOGA FUNDING: Moody's Raises Preferred Stock Rating to Ba1


G E R M A N Y

CARS ALLIANCE: Moody's Hikes Class E Debt Rating From Ba1(sf)


I R E L A N D

DRUIDS GLEN: Gulland Opposes Appointment of Interim Examiner
ELM PARK: Moody's Assigns B2 Rating on Class E Notes
PETROCELTIC INTERNATIONAL: Staff to Oppose Examinership


I T A L Y

CARISMI FINANCE: Moody's Assigns Ba2 Rating to Class M Notes
CARISMI FINANCE: Fitch Assigns 'BB+sf' Rating to Class M Notes
PHARMA FINANCE 3: Fitch Affirms 'CCsf' Rating on Class B Notes


K A Z A K H S T A N

STANDARD INSURANCE: A.M. Best Lowers Fin. Strength Rating to C++


L U X E M B O U R G

ARDAGH PACKAGING: Moody's Assigns Ba3 Ratings to Sr. Sec. Notes


N E T H E R L A N D S

ARES EUROPEAN III: Moody's Affirms B1 Rating on Class E Notes
AVAST HOLDING: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
SCHOELLER ALLIBERT: Moody's Assigns B3 CFR; Outlook Stable
SCHOELLER ALLIBERT: S&P Assigns 'B-' CCR, Outlook Stable


P O L A N D

ZABRZE: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings


R U S S I A

KRASNOYARSK: S&P Affirms 'BB-' Long-Term ICR, Outlook Negative
KRASNOYARSK: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
POLYUS PJSC: Fitch Affirms 'BB-' IDR, Then Withdraws Rating
RSG INTERNATIONAL: S&P Revises Outlook to Stable & Affirms B- CCR
VOLZHSKIY: Fitch Affirms 'B+' Long-Term Issuer Default Ratings


S L O V E N I A

NOVA LJUBLJANSKA: S&P Affirms BB- CCRs, Outlook Revised to Pos.


S P A I N

GENERALITAT DE CATALUNYA: Moody's Cuts LT Debt Ratings to Ba3


U N I T E D   K I N G D O M

AUSTIN REED: Two Rival Bidders Battle Out to Acquire Business
BHS GROUP: MPs to Probe Dellals Over Role in Sale
BHS GROUP: Fallout May Impact Smaller UK Retailers
EVRAZ NORTH AMERICA: S&P Alters Outlook to Neg. & Affirms B+ CCR
SOUTHERN PACIFIC 04-A: S&P Affirms B Rating on Class E Notes

TATA STEEL UK: Whittles Down Potential Port Talbot Rescue Bids
* UK: 90-Day Moratorium Proposal to Seriously Impact Creditors


                            *********


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


AZERBAIJANI UNIBANK: Fitch Cuts LT Issuer Default Rating to 'RD'
----------------------------------------------------------------
Fitch Ratings has downgraded Azerbaijani-based Unibank Commercial
Bank's (Uni) Long-Term foreign currency Issuer Default Rating
(IDR) to 'RD' (Restricted Default) from 'B' following a distressed
debt exchange (DDE). The bank's Viability Rating (VR) has
simultaneously been downgraded to 'f' from 'b'. The IDR has then
been upgraded to 'CCC'.

KEY RATING DRIVERS

IDRS AND VR

The downgrades follow the completion of the restructuring of $US40
million of the bank's wholesale debt obligations. These comprised
$US25 million contingent convertible bonds held by Uni's minority
shareholders -- international financial institutions European Bank
for Reconstruction and Development (EBRD; AAA/Stable) and Deutsche
Investitions-und Entwicklungsgesellschaft (DEG) -- and a $US15
million private bond placement.

Fitch said, "In accordance with Fitch's DDE Criteria, we view the
restructuring of Uni's obligations as a DDE because (i) the
restructuring imposed a material reduction in terms for the
bondholders with respect to the extension of the maturity date
compared with the original contractual terms; and (ii) in Fitch's
opinion, the restructuring was necessary to avoid a payment
default. Fitch estimates that Uni's total available liquidity at
the time of the restructuring was approximately equal to or
slightly below the total amount of the restructured obligations.
Thus the repayment would have completely exhausted the bank's
liquidity amid an ongoing deposit run and threatened its ability
to continue servicing its other obligations. Uni has now started
repaying its restructured obligations in line with the revised
schedules.

"Following the restructuring, Fitch has maintained Uni's VR at
'f'. This reflects our view that the bank remains non-viable as a
result of a material capital shortfall, and requires extraordinary
support. At end-1Q16, Uni's consolidated IFRS equity fell to a low
AZN2.7 million, equivalent to just 0.3% of assets, from around
AZN91 million (10% of assets) at end-1H15, as a result of losses
driven by the manat devaluation. At end-1Q16, the bank's Fitch
Core Capital (FCC) became negative (we adjust equity for
intangibles and deferred tax assets), compared with a FCC/risk-
weighted assets ratio of 11% at end-1H15."

Following large provisions booked in 2H15 and 1Q16, the group's
(Uni and its leasing subsidiary) non-performing loans (NPLs, 90
days overdue; 28% of loans at end-1Q16) were fully covered by
reserves. However, the risk of further asset quality deterioration
is significant, given the steep, post-devaluation rise in NPLs
(from 11% at end-1H15) and sizable restructured exposures (15% of
the portfolio). A large 54% of Uni's loan book is denominated in
foreign currency.

Following the DDE, Fitch has upgraded Uni's foreign currency Long-
Term IDR to 'CCC' from 'RD'. The non-default rating reflects the
fact that the bank is currently servicing its obligations.
However, the low level of the rating reflects Fitch's view that a
repeat default by the bank is a real possibility, given its weak
capital position, the risk of further asset quality deterioration
and significant upcoming funding repayments. The Long-Term IDR is
supported by the bank's compliance with regulatory capital
requirements, solid pre-impairment profitability (which may help
the bank to rebuild its capital over time) and significant cash
generation from the bank's loan book, which could help to bolster
liquidity ahead of funding repayments.

Uni's reported regulatory Tier 1 and total Capital Adequacy Ratios
(CAR) of 7.7% and 10.5%, respectively, at end-4M16 were still
compliant with the regulatory minimums of 5% and 10%, albeit only
just so in the latter case. This is primarily because the
regulatory accounts are prepared on a standalone basis and do not
account for the material negative equity of the bank's leasing
subsidiary. The ratios also benefit from Uni's significant
preferred shares and subordinated debt, which are partially
accounted as Tier 1 and Tier 2 capital, respectively, under local
standards. Uni's shareholders are considering a possible equity
injection, but there are no concrete plans yet.

Uni's IDRs also reflect the bank's moderate liquidity and
considerable refinancing needs for 2016. Liquidity deteriorated
markedly in 1Q16 following significant funding outflows (Uni lost
around 19% of its liabilities). At end-1Q16, Uni's liquidity
buffer was only AZN63 million, equal to 15% of customer accounts,
while wholesale refinancing needs for the next 12 months
(including the amortization of the obligations restructured in
April 2016) equalled AZN175 million. At the same time, the bank's
monthly proceeds from loan repayments were equal to a significant
AZN39 million in 1Q16, suggesting Uni may be able to deleverage as
a means to rebuild its liquidity.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

Uni's SRF of 'No Floor' and SR of '5' reflect its relatively
limited scale of operations and market share. Fitch believes some
regulatory forbearance or liquidity support may be available for
the bank from the Azerbaijan authorities, in case of need. However
any extraordinary direct capital support from the authorities
cannot be relied upon, in the agency's view. Potential for support
from the bank's private shareholders is also not factored into the
ratings, as it cannot be reliably assessed.

RATING SENSITIVITIES - ALL RATINGS

Uni's IDRs could be downgraded in the event of (i) renewed
liquidity stress, making it difficult for the bank to service its
obligations; or (ii) a breach of minimum regulatory capital ratios
due to further impairment losses or the migration of the leasing
subsidiary's negative equity on to Uni's standalone balance sheet.

Uni's IDRs could stabilize at their current levels, or ultimately
be upgraded, if the bank is able to rebuild its capital and
liquidity. The VR could be aligned with the Long-Term IDR when, in
Fitch's view, the bank no longer has a material capital shortfall
and has regained viability.

Given Uni's limited systemic importance and private ownership,
changes in the bank's SR and SRF are unlikely.

The rating actions are as follows:

  Long-Term Foreign Currency IDR: downgraded to 'RD' from 'B',
  Outlook Negative, and upgraded to 'CCC'

  Short-Term Foreign Currency IDR: downgraded to 'RD' from 'B'
  and upgraded to 'C'

  Viability Rating: downgraded to 'f' from 'b'

  Support Rating: affirmed at '5'

  Support Rating Floor: affirmed at 'No Floor'



===============
B U L G A R I A
===============


BULGARIAN ENERGY: Moody's Assigns (P)Ba1 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba1
corporate family rating to Bulgarian Energy Holding EAD (BEH).
This provisional rating is subject to the successful completion of
the issuance of new notes as currently contemplated by BEH.  The
outlook on the rating is stable.

The provisional rating reflects Moody's preliminary credit opinion
regarding the capital structure and liquidity position of the
company, pending confirmation of final terms of the transaction.
Upon completion of the issuance of the new notes and conclusive
review of the final documentation, Moody's will endeavor to assign
definitive ratings.  A definitive rating may differ from a
provisional rating.

A corporate family rating (CFR) is an opinion of the BEH group's
ability to honor its financial obligations and is assigned to BEH
as if it had a single class of debt and a single consolidated
legal structure.  Any debt issued by BEH would likely be rated
lower than the CFR given the structural subordination of the
creditors at the holding company.  However, the potential notching
will depend on the actual balance between the debt at the
operating companies versus BEH.

                          RATINGS RATIONALE

Bulgarian Energy Holding's (P)Ba1 corporate family rating reflects
(1) the group's dominant position within the electricity
generation industry in Bulgaria, which is an exporter of power to
the wider Balkan region; (2) its improving financial profile as a
result of tariff deficit reduction measures put in place in August
2015 and expectation that these will continue to support the
company's cash flows at least until the market becomes
liberalized; and (3) its ownership of Bulgaria's main gas transit
and transmission and electricity transmission assets.

However, the rating is constrained by (1) the volatile earnings
profile of the group which limits cash flow visibility; (2) the
uncertainty with respect to full liberalization of the wholesale
power market in Bulgaria and its impact on BEH; (3) the relatively
un-transparent nature of the regulation of the gas and electricity
transmission assets and the gas transit contracts; and (4) weak
liquidity management policy.

The rating incorporates three notches of uplift to BEH's
standalone credit quality, expressed as a baseline credit
assessment (BCA) of (P)b1, to reflect the high likelihood that the
Government of Bulgaria (Baa2 stable), BEH's 100% owner, would step
in with timely support to avoid a payment default of BEH if this
became necessary.  This uplift incorporates (1) the strategic
importance of the group to the Bulgarian economy; (2) the support
that the government provided in the past to the BEH group in the
form of debt guarantees at the operating companies; and (3) the
government's role in implementing measures aimed to address the
tariff deficit accumulated within BEH in the past.

Moody's cautions that BEH's liquidity is currently weak and is
fully reliant on internal cash flow generation.  The provisional
rating is thus based on the assumption that BEH will take the
necessary steps to address its short term debt maturities, mainly
consisting of the EUR535 million bridge to bond facility raised in
April 2016, in a timely fashion.  In this regard, the successful
issuance of the new notes is key to the assigned rating as it will
enable the company to remove near term refinancing risk and create
financial flexibility to more comfortably accommodate potential
cash flow volatility.

                   RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the deficit
reduction measures put in place in 2015 will continue to be in
place and support a sustainable financial profile for the group as
a whole.

                 WHAT COULD CHANGE THE RATING UP/DOWN

Currently, there is limited upward rating potential in light of
the significant uncertainty over the timing and nature of any
liberalization of the wholesale electricity market.

Downward rating pressure may develop if (1) the positive
regulatory changes implemented in 2015 were to be reversed as a
result of market liberalization or other reasons, and this were to
cause further deficits incurred by BEH; (2) changes in BEH's
operating environment, including due to market liberalization,
lead to a significant deterioration in its financial profile; (3)
Moody's were to re-assess the estimate of high support from the
Government of Bulgaria; or (4) the Government's rating were to be
lowered.

The methodologies used in this rating were Regulated Electric and
Gas Utilities published in December 2013, and Government-Related
Issuers published in October 2014.

Bulgarian Energy Holding EAD is the incumbent 100% state owned
electricity and gas utility in Bulgaria.  It owns around 50% of
the electricity generation facilities in the country, including
the 2,000MW nuclear power plant, 2,713 MW of hydro plants, as well
as a lignite plant, the input fuel for which is sourced at BEH-
owned mining facilities.  Through its subsidiary Natsionalna
Elektricheska Kompania EAD (NEK), it is the single trader on the
regulated wholesale power market.  It also owns and operates the
high voltage electricity transmission grid and the gas
transmission and transit networks in Bulgaria, and is also the
main regulated wholesale gas supplier.  In 2015, BEH group
generated BGN675 million of EBITDA (around EUR345 million).



===========
F R A N C E
===========


COFINOGA FUNDING: Moody's Raises Preferred Stock Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service has assigned long-term deposit and
issuer ratings of A1 with a stable outlook and short-term deposit
and issuer ratings of Prime-1 to BNP Paribas Personal Finance
(BNPP PF).  This follows the assignment of a baseline credit
assessment (BCA) of ba1 and an adjusted BCA of baa1 to the entity.
Moody's also assigned a counterparty risk assessment (CRA) of
Aa3(cr)/Prime-1(cr) to BNPP PF.

On the same day, Moody's has upgraded these debts previously
issued by LaSer Cofinoga, now liabilities of BNPP PF since it
absorbed LaSer Confinoga through a merger completed on Sept. 1,
2015:

   -- the long-term and short-term deposit ratings to A1/Prime-1
      with a stable outlook from Baa1/Prime-2 on review for
      upgrade

   -- the CD programme rating to Prime-1 from Prime-2 on review
      for upgrade

   -- the senior unsecured debt programme rating to (P)A1from
      (P)Baa1 on review for upgrade

The subordinated debt and subordinated debt programme previously
issued by LaSer Cofinoga which are now liabilities of BNPP PF
remain unaffected at Baa2 and (P)Baa2 respectively.

The rating of the outstanding non-cumulative preferred stock
issued by Cofinoga Funding Two L.P. was upgraded to Ba1(hyb) from
Ba2(hyb).

This action closes the review for upgrade opened on Oct. 28, 2015,
on the ratings of debts previously issued by LaSer Cofinoga, which
is no longer a legal entity.

Following the action, Moody's will withdraw LaSer Confinoga's
long-term and short-term deposit ratings, its CD programme rating,
its senior unsecured debt programme rating and its subordinated
debt programme rating.

                        RATINGS RATIONALE

BNPP PF's BCA of ba1 reflects (1) the institution's robust
franchise as a specialized consumer finance company and (2) its
strong profitability based on comfortable interest margins and
good operating efficiency, but also (3) the higher risk profile of
its assets compared to the average European retail banks, which is
inherent in the consumer finance business, (4) its adequate but
not large solvency relative to the level of risk implied by the
business, and (5) its high reliance on funding from its parent.
The higher asset risk profile of BNPP PF's is however mitigated by
the geographic diversification of its loan portfolio.  Moody's
also acknowledges that reliance on group funding is part of BNPP
PF's operating model as a captive of BNP Paribas (BNPP, A1/A1
stable, baa1) which provides access to less costly funding than if
the entity had to raise funds in the wholesale market on its own.
Assets and liabilities are match-funded from a duration point of
view, which also mitigates the risks' implied by BNPP PF's
reliance on group funding.

BNPP PF's adjusted BCA of baa1 reflects Moody's view that in case
of difficulties, the entity could rely on support from its parent
BNPP.  BNPP PF's adjusted BCA is therefore aligned with BNPP's
BCA. This is underpinned by (1) BNPP PF's strategic position as
the group's operating arm for the consumer finance activities, one
of the core businesses and growth engines of BNPP, (2) BNPP's
track-record of capital injection into the company whenever it was
necessary, as well as (3) BNPP's large exposure to the company
through the provision of the bulk of its funding in the form of
long-term interbank loans.

Moody's believes that BNPP PF will likely be included in the
resolution scope of BNPP as a closely related bank affiliate also
incorporated in France, and its high degree of integration within
the group from an operational, risk, capital and liquidity
management perspective.  BNPP PF's issuer and deposit ratings of
A1 are therefore based on (1) its adjusted BCA of baa1, (2) the
application of the Advanced LGF analysis at the level of BNPP,
resulting in two notches of uplift from the Adjusted BCA, given
the significant volumes of senior debt and junior deposits, and
(3) a government support uplift of one notch, reflecting a
moderate probability of government support.

The stable outlook on BNPP PF's deposit and issuer ratings reflect
the stable outlook on BNPP's ratings.

The CR Assessment of Aa3(cr)/Prime-1(cr) assigned to BNPP PF is
four notches above the adjusted BCA, reflecting the substantial
volume of bail-in-able liabilities protecting operating
obligations as well as a moderate probability of government
support.

DEBTS PREVIOULSY ISSUED BY LASER COFINOGA

All debts previously issued by LaSer Cofinoga have become direct
liabilities of BNPP PF since it was absorbed by BNPP PF on 1
September 2015.  All ratings are therefore now aligned with those
assigned to BNPP PF.  All deposits and programme ratings will be
withdrawn following this action.

In addition, Moody's has corrected an error in the rating of the
non-cumulative preferred stock issued by Cofinoga Funding Two L.P.
which was positioned four notches below LaSer Cofinoga's adjusted
BCA (now withdrawn) at Ba2(hyb).  Given its characteristics, it
should have been rated three notches below the adjusted BCA i.e.
Ba1(hyb).  In the action, Moody's corrected this error by
assigning a Ba1(hyb) rating to these securities, three notches
below the adjusted BCA of BNPP PF.

The Ba1(hyb) rating of the non-cumulative preferred stock of
Cofinoga Funding Two L.P and the Baa2 rating of the subordinated
debt previously issued by LaSer Cofinoga will be maintained.  For
its own business reasons, Moody's has removed the outlook on the
rating of the non-cumulative preferred stock of Cofinoga Funding
Two L.P.

               WHAT COULD CHANGE THE RATING UP/DOWN

BNPP PF's BCA could be upgraded as a result of a significantly
higher solvency or in the case of a material decrease in its
reliance on wholesale funding.  An upgrade of the BCA would
unlikely result in an upgrade of its issuer and deposit ratings as
they will be constrained by BNPP's ratings.  BNPP PF's issuer and
deposit ratings could be upgraded if BNPP is upgraded.

BNPP PF's BCA could be downgraded in the case of a material
deterioration in its asset quality, solvency or liquidity.  A
downgrade in the BCA will not necessarily imply a downgrade of its
issuer or deposit ratings if we conclude that the support from
BNPP remains very high.  A downgrade of BNPP PF's issuer or
deposit ratings could occur if the support from BNPP becomes less
likely than is the case today, or if BNPP is downgraded.

                        PRINCIPAL METHODOLOGY

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



=============
G E R M A N Y
=============


CARS ALLIANCE: Moody's Hikes Class E Debt Rating From Ba1(sf)
-------------------------------------------------------------
Moody's Investors Service has upgraded to Aaa (sf) the rating on
the class B notes of CARS ALLIANCE AUTO LOANS GERMANY V 2013-1,
Auto ABS FCT Compartiment 2013-2 and SCFI Rahoituspalvelut
Limited. At the same time, Moody's has upgraded SCFI
Rahoituspalvelut Limited's class C notes to Aa1 (sf), class D
notes to Aa3(sf) and class E notes to Baa1(sf).

The upgrades reflect (1) the deleveraging of the transactions and
the build-up of credit enhancement; and (2) the better-than-
expected collateral performance.

The affected transactions are cash securitizations of auto loans
extended to obligors located in: (1) Germany, by RCI Banque
(Baa1/P-2) acting through its German Branch (RCI Banque S.A.,
Germany) for CARS ALLIANCE AUTO LOANS GERMANY V 2013-1; (2)
France, by Credipar for Auto ABS FCT Compartiment 2013-2; and (3)
Finland by Santander Consumer Finance Oy for SCFI Rahoituspalvelut
Limited.

RATINGS RATIONALE

-- INCREASED CREDIT ENHANCEMENT LEVELS

In all three transactions, the class B notes' available credit
enhancement (CE) has increased substantially as follows: (1) to
12.24% from 6.70% in CARS ALLIANCE AUTO LOANS GERMANY V 2013-1;
(2) to 14.10% from 5.93% in Auto ABS FCT Compartiment 2013-2; and
to 16.49% from 7.57% in SCFI Rahoituspalvelut Limited.

Available CE has also increased to 13.35% from 6.27% for SCFI
Rahoituspalvelut Limited's class C notes, to 9.98% from 4.88% for
the class E notes, and to 6.15% from 3.30% for the class F notes.

Credit enhancement takes the form of subordination and reserve
funds, which are all funded at their target levels.

-- IMPROVED LIFETIME DEFAULT EXPECTATION

Collateral performance has been better than expected in all three
transactions:

In CARS ALLIANCE AUTO LOANS GERMANY V 2013-1, the 60+ days
delinquencies are at 0.44% of current balance and cumulative
defaults are 0.75% of original balance as of April 2016. Moody's
assumed an expected default rate (DP) of 3.60% of the current
portfolio balance, translating into a lower DP assumption of 2.75%
of original balance compared to 3.60% at closing. Moody's left the
recovery rate assumption unchanged at 40% and the coefficient of
variation unchanged at 45%, corresponding to a portfolio credit
enhancement of 10.96%.

In Auto ABS FCT Compartiment 2013-2, 60+ days delinquencies of
current balance are at 0.17% and cumulative defaults of original
balance plus all replenishments are 1.20% as of April 2016.
Moody's assumed an expected default rate (DP) of 3.00% of the
current portfolio balance, translating into a lower DP assumption
of 2.40% of original balance compared to 3.00% at closing. Moody's
lowered the coefficient of variation to 38% from 42% reflecting
shorter average life exposure. The recovery rate assumption was
unchanged at 35%. These assumptions correspond to a portfolio
credit enhancement of 8.10%.

In SCFI Rahoituspalvelut Limited, 60+ days delinquencies are at
0.43% of current balance and cumulative defaults are 0.62% of
original balance as of April 2016. Moody's assumed a default
probability of 3% of the current portfolio balance, translating
into a lower DP assumption of 1.96% as of original balance vs 3%
at closing. Moody's left the recovery rate assumption unchanged at
45% and lowered the coefficient of variation to 53% from 55%,
corresponding to a portfolio credit enhancement of 11.60%.

-- EXPOSURE TO COUNTERPARTY RISK

Moody's has reviewed the counterparty risk in those three deals
and concluded that the ratings on all notes are not constrained by
counterparty exposure in any of those transactions.

LIST OF AFFECTED RATINGS:

Issuer: CARS ALLIANCE AUTO LOANS GERMANY V 2013-1

-- EUR56.8 million B, Upgraded to Aaa (sf); previously on
    Dec 18, 2013 Definitive Rating Assigned A2 (sf)

Issuer: Auto ABS FCT Compartiment 2013-2

-- EUR450 million A, Affirmed Aaa (sf); previously on Jun 17,
    2013 Definitive Rating Assigned Aaa (sf)

-- EUR19.7 million B, Upgraded to Aaa (sf); previously on
    Jun 17, 2013 Definitive Rating Assigned A2 (sf)

Issuer: SCFI Rahoituspalvelut Limited

-- EUR442.8 million A, Affirmed Aaa (sf); previously on Nov 6,
    2014 Definitive Rating Assigned Aaa (sf)

-- EUR43.5 million B, Upgraded to Aaa (sf); previously on Nov 6,
    2014 Definitive Rating Assigned Aa2 (sf)

-- EUR6.7 million C, Upgraded to Aa1 (sf); previously on Nov 6,
    2014 Definitive Rating Assigned A2 (sf)

-- EUR7.2 million D, Upgraded to Aa3 (sf); previously on Nov 6,
    2014 Definitive Rating Assigned Baa1 (sf)

-- EUR8.2 million E, Upgraded to Baa1 (sf); previously on Nov 6,
    2014 Definitive Rating Assigned Ba1 (sf)



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I R E L A N D
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DRUIDS GLEN: Gulland Opposes Appointment of Interim Examiner
------------------------------------------------------------
Ann O'Loughlin at Irish Examiner reports Gulland Property Finance
Ltd. opposes the appointment of insolvency practitioner
John McStay -- mcstayj@mcstayluby.ie -- of McStay Luby
Accountants, as interim examiner to Druids Glen Golf Club Ltd. and
Lakeford Ltd., an Isle of Man-registered firm.

Lyndon MacCann SC for Gulland and the receiver, said examinership
will be opposed, Irish Examiner relates.

The judge adjourned the matter to next month, Irish Examiner
discloses.

DGGC sought protection after Gulland, which acquired a loan made
by Anglo Irish Bank to Lakeford, a related company of DGGC,
appointed a receiver over the 18-hole championship course, Irish
Examiner recounts.

Gulland says it is owed some EUR4.85 million by the related
company and it appointed the receiver over the golf course at
Newtownmountkennedy, Co Wicklow after its demand for payment was
not satisfied, Irish Examiner relays.

Following the receiver's appointment, DGGC went to the High Court,
seeking to have the receiver removed and an examiner appointed
instead, according to Irish Examiner.

Druids Glen Golf Club Ltd. owns and operates Druids Glen Golf
Course.


ELM PARK: Moody's Assigns B2 Rating on Class E Notes
----------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
notes issued by Elm Park CLO Designated Activity:

  EUR324,500,000 Class A-1 Senior Secured Floating Rate Notes due
   2029, Definitive Rating Assigned Aaa (sf)

  EUR60,500,000 Class A-2 Senior Secured Floating Rate Notes due
   2029, Definitive Rating Assigned Aa2 (sf)

  EUR42,500,000 Class B Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned A2 (sf)

  EUR26,250,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned Baa2 (sf)

  EUR33,500,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned Ba2 (sf)

  EUR14,000,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned B2 (sf)

                        RATINGS RATIONALE

Moody's rating of the rated notes addresses the expected loss
posed to noteholders by legal final maturity of the notes in 2029.
The 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, Blackstone / GSO Debt Funds Management Europe
Limited, has sufficient experience and operational capacity and is
capable of managing this CLO.

Elm Park Park CLO Designated Activity Company is a managed cash
flow CLO.  At least 90% of the portfolio must consist of secured
senior obligations and up to 10% of the portfolio may consist of
unsecured senior loans, second lien loans, mezzanine obligations,
high yield bonds and/or first lien last out loans.  The portfolio
is approximately 72% ramped up as of the closing date and to be
comprised predominantly of corporate loans to obligors domiciled
in Western Europe.  A substantial portion of the initial portfolio
will be acquired by way of participations which are required to be
elevated as soon as reasonably practicable.  The remainder of the
portfolio will be acquired during the four month ramp-up period in
compliance with the portfolio guidelines.

Blackstone/GSO Debt Funds Management Europe Limited 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 impaired
obligations, and are subject to certain restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR 56,930,000 of subordinated notes.  Moody's
will not assign a rating to this class of notes.

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

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 occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche.

Moody's used these base-case modeling assumptions:

  Par Amount: EUR 550,000,000
  Diversity Score: 38
  Weighted Average Rating Factor (WARF): 2800
  Weighted Average Spread (WAS): 4.10%
  Weighted Average Coupon (WAC): 5.00%
  Weighted Average Recovery Rate (WARR): 43.0%
  Weighted Average Life (WAL): 8 years

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the rating assigned to the
rated notes.  This sensitivity analysis includes increased default
probability relative to the base case.  Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on each of the rated notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal:

  Percentage Change in WARF: WARF + 15% (to 3220 from 2800)
  Ratings Impact in Rating Notches:
  Class A-1 Senior Secured Floating Rate Notes: 0
  Class A-2 Senior Secured Floating Rate Notes: -2
  Class B Senior Secured Deferrable Floating Rate Notes: -2
  Class C Senior Secured Deferrable Floating Rate Notes: -2
  Class D Senior Secured Deferrable Floating Rate Notes: -1
  Class E Senior Secured Deferrable Floating Rate Notes: 0
  Percentage Change in WARF: WARF +30% (to 3640 from 2800)
  Ratings Impact in Rating Notches:
  Class A-1 Senior Secured Floating Rate Notes: -1
  Class A-2 Senior Secured Floating Rate Notes: -3
  Class B Senior Secured Deferrable Floating Rate Notes: -3
  Class C Senior Secured Deferrable Floating Rate Notes: -2
  Class D Senior Secured Deferrable Floating Rate Notes: -2
  Class E Senior Secured Deferrable Floating Rate Notes: -2

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in December 2015.

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

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.  Blackstone / GSO Debt Funds
Management Europe Limited's investment decisions and management of
the transaction will also affect the notes' performance.


PETROCELTIC INTERNATIONAL: Staff to Oppose Examinership
-------------------------------------------------------
Gavin McLoughlin at Irish Independent reports that staff at
Petroceltic planned to vote against efforts to save the company
through examinership following a bitter take-over battle with
Worldview, its largest shareholder.

Staff at Petroceltic, including CEO Brian O Cathain, were poised
to make the rare move at a creditors' meeting on May 30 in a case
that could have major implications for future examinerships, Irish
Independent relates.

This is because a major legal issue has emerged over whether
packages due to executives in the event of any change in control
of the company were existing or future liabilities at the time
Worldview presented its petition to place the company into
examinership, Irish Independent states.

Petroceltic staff were set to oppose the survival plan on the
basis that their pay packages constituted future liabilities --
which cannot be written down in examinership -- at the time
Worldview sought court protection, Irish Independent notes.

An interim examiner was appointed to Petroceltic last March and a
proposed scheme of arrangement has now been put in place by
examiner Michael McAteer of Grant Thornton, Irish Independent
recounts.

Under its terms, staff payouts due on any change of control of the
company -- understood to come to a cumulative total of more than
US$4.5 million -- are to be nearly wiped out with 5pc of the
contractually agreed amount to be paid, Irish Independent
discloses.  However, this element of the survival scheme is
robustly opposed by Petroceltic, Irish Independent relays.

As part of a takeover offer tabled by Worldview subsidiary Sunny
Hill earlier this year, Sunny Hill, as cited by Irish Independent,
said it expected "to significantly reduce the Petroceltic Group's
staffing levels" adding that employment rights would be observed
"at least to the extent required by law".

Petroceltic's secured creditor class, comprising Worldview and
London-based Elbrus Capital, will approve the scheme which will
shortly come before a High Court judge who will decide to approve
the plan or place the company in liquidation, Irish Independent
says.

The company has 32 group staff and also employs over 130 employees
and contractors worldwide through related operating companies,
Irish Independent discloses.

According to Irish Independent, all will lose their jobs in the
event of a liquidation.

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



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


CARISMI FINANCE: Moody's Assigns Ba2 Rating to Class M Notes
------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term credit
ratings to notes issued by Carismi Finance S.r.l.:

Issuer: CARISMI FINANCE S.R.L.

  EUR175,800,000 Class A3 Asset Backed Floating Rate Notes due
   July 2060, Assigned Aa2 (sf)

  EUR34,900,000 Class M Asset Backed Floating Rate Notes due July
   2060, Assigned Ba2 (sf)

Moody's also affirmed the ratings of the EUR147,700,000 Class A2
Asset Backed Floating Rate Notes due July 2050, with a current
outstanding balance of around EUR74.3 million, at Aa2(sf).

Moody's has not assigned any rating to the Class B Asset Backed
Floating Rate Notes due July 2060.

The transaction represents the restructuring of the first
residential mortgage securitization transactions rated by Moody's
with loans originated by Cassa di Risparmio di San Miniato S.p.A.
(NR) "CR San Miniato".  The assets supporting the notes , which
amount to around EUR 335,9 million, consists of residential
mortgage loans extended to individuals and are backed by a first
and second economic lien on residential properties located in
Italy for an amount equal to around EUR317.4 million and the
remaining EUR18.5 million is cash.

The portfolio will be serviced by CR San Miniato.  Cassa di
Risparmio di Cesena S.p.A. (NR) has been appointed as back-up
servicer at closing and will step in as successor servicer in case
there is a servicer termination event.  The representative of the
noteholders, Zenith Services S.p.A. will help the Issuer to find a
suitable successor servicer in case Cassa di Risparmio di Cesena
S.p.A. will not be able to step in as successor servicer.  In case
the servicer report is not available at any payment date
continuity of payment for the rated notes will be assured by the
computation agent preparing the payment report on estimates.

                         RATINGS RATIONALE

The rating of the notes is based on an analysis of the
characteristics of the underlying pool of mortgage loans, sector
wide and originator specific performance data, protection provided
by credit enhancement, the roles of external counterparties and
the structural integrity of the transaction.

The expected portfolio loss of 4.6% of original balance of the
portfolio at closing and the MILAN required Credit Enhancement
"MILAN CE" of 18.1% served as input parameters for Moody's cash
flow model, which is based on a probabilistic lognormal
distribution.

The key drivers for the expected portfolio loss of 4.6% which is
higher than an average Italian RMBS transaction are: (i) 8 years
of vintage data from CR San Miniato's overall residential mortgage
book, which show a cumulative default rate between 2% - 3.5%, but
with a significant variability in performance between vintages;
(ii) 8 years of dynamic delinquency data from CR San Miniato's
overall book, which shows a 90+ delinquency rate that decrease
from around 8% in 2011 to around 4% in 2015; (iii) loan-by-loan
recovery data for defaulted mortgage loans showing an average
recovery rate of around 35% around 6 years after the default and
more importantly that only around 10% of all defaulted mortgage
loans since 2007 have already gone through recovery process; (iv)
the fact that around 12% of the loans are second lien loans for
which the default rate is expected to be higher and the recovery
rate lower than for first economic lien loans; (v) the stable
outlook that Moody's has on Italian RMBS; and (vi) benchmarking
with comparable Italian RMBS transactions.

The key drivers for the MILAN CE which at 18.1% is higher than an
average Italian RMBS transaction, are: (i) the low WA LTV at
around 53.0% and the very long WA seasoning at more than 5.6
years; (ii) the main negative feature is that around 12% of the
loans in the pool are second lien loans and we have not received
the balance of the prior ranks; (iii) other negative features is
that we have not received the data regarding the: (a) occupancy
type; (b) the month current data; and (c) borrower nationality;
(iv) another negative feature is the high geographical
concentration to the Tuscany region where around 93.1% of the
properties are located.

Hedging and Interest Rate Risk Analysis: The transaction benefits
from (i) a fixed floating interest rate swap, (ii) a basis swap;
and (iii) an interest rate cap with Banca Akros (NR) as Swap
Counterparty and Banca popolare di Milano S.C.a.r.l. (Ba3 and
Ba2(cr) both on review for upgrade) as Swap Guarantor. The swaps
and the cap only cover the part of the pool that was transferred
in 2011, i.e. EUR139.2 million or 43.9% of the total pool balance.
The Swap Counterparty is posting collateral but has not been
replaced although an additional termination event has occurred.
Moody's analysis takes into account the potential interest rate
exposure in assessing the ratings on the notes.  Pure floating
rate loans represent 50.3% of the portfolio while fixed rate loans
represent 3.5% of the portfolio and floating rate loans with an
option to switch to a fixed rate, Modular loans, represent 46.3%
of the portfolio.  Moody's applied a haircut to the interest that
the pool is generating in order to consider the asset-liability
mismatches and the swaps have not been considered when sizing for
the magnitude of the haircut.

Transaction structure: The transaction benefits from a non-
amortising reserve fund equal to around 3.3% of the pool balance
(the equivalent of EUR11 million).  Around 57.3% of the reserve
fund (around EUR6.3 million) can be used as a liquidity reserve
while the remaining EUR4.7 million can be used as a cash reserve
also covering defaults.  The reserve fund is fully funded at
closing and the liquidity reserve it is replenished before the
principal payments on the Class A2 notes which means that the
liquidity reserve is mainly acting as source of liquidity for the
Class A2 and Class A3 notes. The liquidity reserve can act as
credit support and cover PDL at final legal maturity of the notes
or when the Class A notes are fully redeemed.  The Class M notes
benefit from a dedicated Class M notes interest reserve equal to
around 2.9% of the Class M notes.  The Class M notes interest
reserve can only be used to cover interest payments on the Class M
notes and it is not replenished, but fully funded at closing and
not amortizing.

The definitive ratings address the expected loss posed to
investors by the legal final maturity of the notes.  In Moody's
opinion, the structure allows for timely payment of interest and
ultimate payment of principal with respect to the Class A2 and
Class A3 notes by legal final maturity.  Other non-credit risks
have not been addressed, but may have significant effect on yield
to investors.

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased to 12% from 4.6% and the MILAN CE remained at 18.1%
the model output indicates that the Class A2 and Class A3 notes
would still achieve Aa2 assuming that all other factors remained
unchanged.  Moody's Parameter Sensitivities provide a
quantitative/model-indicated calculation of the number of rating
notches that a Moody's structured finance security may vary if
certain input parameters used in the initial rating process
differed.  The analysis assumes that the deal has not aged and is
not intended to measure how the rating of the security might
migrate over time, but rather how the initial rating of the
security might have differed if key rating input parameters were
varied.  Parameter Sensitivities for the typical EMEA RMBS
transaction are calculated by stressing key variable inputs in
Moody's primary rating model.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
January 2015.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may lead to an upgrade of the ratings include
significantly better than expected performance or the pool,
together with an increase in the credit enhancement of the notes.
Factors that may cause a downgrade of the ratings include
significantly different loss assumptions compared with our
expectations at close due to either a change in economic
conditions from our central scenario forecast or idiosyncratic
performance factors would lead to rating actions.  For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in downgrade of the ratings.  A
deterioration in the notes available credit enhancement could
result in a downgrade of the ratings.  Additionally counterparty
risk could cause a downgrade of the rating due to a weakening of
the credit profile of transaction counterparties.  Finally,
unforeseen regulatory changes or significant changes in the legal
environment may also result in changes of the ratings.

Moody's will monitor this transaction on an ongoing basis.


CARISMI FINANCE: Fitch Assigns 'BB+sf' Rating to Class M Notes
--------------------------------------------------------------
Fitch Ratings has assigned Carismi Finance S.r.l.'s class A3 and M
notes the following ratings:

  EUR175.8 million Class A3, due in July 2060: 'AA+sf'; Outlook
  Stable

  EUR34.9 million Class M, due in July 2060: 'BB+sf'; Outlook
  Stable

There is no rating impact on the existing class A2 notes, which
Fitch reviewed with no action on May 18, 2016.

Carismi Finance S.r.l. is an existing Italian RMBS backed by a
portfolio of residential mortgages (pool A) originated and
serviced by Cassa di Risparmio di San Miniato S.p.A. (Carismi).
The transaction has been restructured with the issuance of two
additional classes of notes, a senior (class A3) and a mezzanine
(class M), to fund the purchase of an additional pool of assets
from Carismi (pool B). As part of the restructuring, on 9 May
2016, Carismi has also repurchased all defaulted assets and loans
delinquent for 75 days or longer from pool A.

KEY RATING DRIVERS

Existing Pool Outperformance

Around 45% of the pool is still pool A, which outperformed Fitch's
default expectations set at closing, with lower than expected
cumulative defaults (3.6% as of January 2016, compared to 7.3%
expected by Fitch for the same point in seasoning). Fitch applied
a criteria variation to account for this via a performance
adjustment factor (PAF).

Missing Loan Data

Fitch benchmarked missing data against pool characteristics of
similar Italian RMBS deals and used them as proxies; Carismi
complemented this with some representations and warranties. The
agency assumed 9.4% foreigners, 27.4% self-employed borrowers and
15.5% liquidity loans.

High Regional Concentration

About 92.3% of the pool is concentrated in Tuscany, Carismi's
business region. Fitch applied a criteria variation on the
application of its geographic concentration adjustment.

Back-loaded Recoveries

According to Carismi's data, the enforcement process had been
completed for only 10% of defaults after eight years. As the other
positions were still at relatively early stages, the agency has
distributed its recoveries over 14 years, most of them after year
eight.

Capped Notes

The Euribor payable on the class A3 and M notes is capped to
mitigate interest mismatches between assets and liabilities. Fitch
assumed that in a rising interest scenario modular loans (50% of
the pool) will switch to fixed rate at the next switch date. The
agency notes that the structure is vulnerable to specific rising
Euribor paths, which it has applied in its analysis, in line with
its criteria.

Class M Rating Constrained

Interest payments on the class M notes rank junior to the
provisioning and are deferrable. Fitch expects interest deferment
to occur during the life of the transaction The rating addresses
ultimate payment of interest by the legal maturity date and the
agency has capped the rating of this class at 'BB+sf' according to
its criteria for rating caps and limitations.

CRITERIA VARIATIONS

Performance Adjustment Factor (PAF)

According to its EMEA RMBS Rating Criteria, in the surveillance of
existing transactions Fitch typically applies a PAF once three
years from closing have elapsed or the revolving period has
expired. The agency has decided to apply a variation from its
criteria -- and to reduce its default assumptions for pool A -- by
applying a PAF of 0.75 in consideration of the transaction's
performance since closing in 2011as cumulative defaults have been
lower than initially expected.

If Fitch had not applied this criteria variation, the maximum
impact on the ratings of the class A3 and M notes would have been
one notch.

Geographic Concentration Default Adjustment

According to its Italian RMBS criteria addendum, Fitch typically
increases by 30% its default assumptions for the regional exposure
that exceeds two times the population distribution according to
the ISTAT database. Fitch has made a variation to its criteria and
applied the full default adjustment at the 'AAsf' category and no
adjustment at 'Bsf' (other rating categories were linearly
interpolated). This variation reflects the agency's view that
geographic concentration risk would primarily affect higher rating
scenarios.

If Fitch had not applied this criteria variation, the impact on
the rating of class A3 and M would have been of maximum one notch.

RATING SENSITIVITIES

Unexpected increases in the default rate and loss severity on
defaulted loans could produce loss levels higher than Fitch's
assumptions and could result in negative rating action on the
rated notes. Fitch evaluated the sensitivity of the ratings to
increased credit losses over the life of the transaction. In
particular, Fitch's analysis found that an increase of 30% in the
default probabilities of the underlying obligors in combination
with a 30% decrease in the assumed recovery rates could result in
a downgrade of five notches for the class A notes.

As the rating of the class A notes is constrained at Italy's
Country Ceiling, changes to the Country Ceiling may lead to
changes to the rating of the class A notes.

The rating of the class M notes is relatively insensitive to
changes in the default and recovery assumptions.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, which indicated errors or
missing data related to the original and current property value,
the modular loans' reset date and the economic ranking of the
mortgage. These findings were immaterial to this analysis, as set
out more fully in the new issue report.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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


PHARMA FINANCE 3: Fitch Affirms 'CCsf' Rating on Class B Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Pharma Finance 3 S.r.l.'s (PF3) notes,
as follows:

  EUR36.1 million class A floating-rate notes: affirmed at
  'CCCsf'; Recovery Estimate: lowered to 65% from 90%

  EUR6.1 million class B floating-rate notes: affirmed at 'CCsf';
  Recovery Estimate: 0%

  EUR9.5 million class C floating-rate notes: affirmed at
  'AAAsf'; Outlook Stable

KEY RATING DRIVERS

Continuous Deterioration of Asset Performance

Until the June 2013 payment date, there were no reported arrears
or defaults. However, EUR6.9 million of defaults were posted in
2Q13. Since then, defaults have rapidly built up to EUR44.2
million (20.4% of the original portfolio balance plus subsequent
purchases) on a cumulative gross basis. The total number of
contracts reported as defaulted are 58 on a total of 132 still
outstanding loans. A further 29 loans are reported as delinquent.
Moreover, the loans in arrears have not been cured, with
delinquencies migrating to default status due to protracted
payment delays.

Back-Up Servicer Stepped In

Comifin S.p.A. (Comifin) has handed over responsibilities for
servicing the portfolio under management to the back-up servicer,
Selmabipiemme Leasing S.p.A. in September 2015. Due to the
peculiar nature of the collection process, which requires
processing cash flows coming from both debtors and the ASLs
(Italian healthcare units), Comifin still acts as sub-servicer in
charge of daily collections, as agreed by the transaction parties.
Fitch will monitor the new servicer's collection performance, and
in particular its ability to redirect ASL payments to the issuer.

Lack of Visibility on Future Recoveries

The transaction is currently under-collateralized, with rated
notes of EUR51.7 million against performing collateral of EUR34.5
million. The repayment of the notes is now heavily dependent on
future recoveries. Fitch has made a number of assumptions on
future recoveries which can impact the Recovery Estimate, the most
important of which is a base case life time recovery rate
assumption of 30%.

The servicer would be able to extract recoveries from non-
performing assets in different ways: from bankruptcy proceedings,
payment arrangements with the borrowers, or claims on ASL
payments. However, the overall uncertainty regarding recovery
sources and timing is a driving factor of the ratings of the class
A and B notes. Should the new servicer be unable to generate a
flow of recovery payments in line with the agency's assumption, a
default of the notes would become more likely.

PDL Build-Up Drains Liquidity

The principal deficiency ledger (PDL) has increased considerably
to EUR38.9 million (or 75% of the rated notes) from zero in mid-
2013. Until the PDL is fully cleared, the cash reserve balance
will remain zero, exposing the transaction to increased payment
interruption risk should the receipt of collections be interrupted
due to the default of the appointed servicer. Furthermore, unlike
most Italian ABS transactions, principal collections cannot be
used to cover interest shortfalls.

Fitch said, "As long as the PDL is left uncleared, the step-up
margin on the rated notes will not be paid. Non-payment of these
items is not an event of default of the notes and payment of the
step-up margin is not covered by Fitch's ratings. We can no longer
verify the degree of disclosure given to investors beyond its
rating report and transaction documentation at the time of
issuance and therefore the transaction documents may not have the
disclosure as prominent as the standards of our criteria, which
constitutes a variation to Fitch's Criteria for Rating Caps and
Limitations in Global Structured Finance Transactions."

Rising Obligor Concentration Risk

The performance deterioration has increased the obligor
concentration risk, which was already high due to the few
securitised loans left in the pool (132). The decrease in credit
enhancement due to the inability to fully provision for the
numerous defaults increases the exposure of the noteholders to
defaults in this concentrated pool.

RATING SENSITIVITIES

Further deterioration of the pool performance and the ensuing
increase of uncleared PDL could put further downward pressure on
the class A and B notes' ratings resulting in a possible default.

Conversely, any future evidence that the recovery sources
available to the new servicer can post significantly higher
recovery rates than Fitch currently expects could result in upward
pressure on the notes' ratings and/or Recovery Estimates.

The rating of the class C notes is linked to the European
Investment Fund's rating (AAA/Stable/F1+), which guarantees the
payments under those notes: any changes in the guarantor's rating
would be reflected by a change in the class C notes' rating.

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

Fitch did not undertake a review of the information provided about
the underlying asset 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.



===================
K A Z A K H S T A N
===================


STANDARD INSURANCE: A.M. Best Lowers Fin. Strength Rating to C++
----------------------------------------------------------------
A.M. Best has removed from under review with negative implications
and downgraded the financial strength rating to C++ (Marginal)
from B- (Fair) and the issuer credit rating to b+ from bb- of
Standard Insurance Company, JSC (Standard) (Kazakhstan). The
outlook assigned to each rating is stable.

In January 2016, Standard's ratings were placed under review with
negative implications following the announcement of its intention
to absorb certain insurance portfolios of Alliance Polis Insurance
Company, JSC (Alliance Polis). Alliance Polis is a non-life
insurer operating in the local market.

After receiving policyholders' consent in January 2016, Standard
absorbed Alliance Polis' insurance portfolio mainly consisting of
compulsory motor third-party liability, property and compulsory
workers' compensation (reinsurance) business, with gross written
premium (GWP) of KZT1.9 billion (approximately USD5.7 million).
Standard reported GWP of KZT4.6 billion (approximately USD13.9
million) in 2015. Standard does not assume responsibility for
policyholders' obligations associated with the rest of Alliance
Polis' business, which have remained with Alliance Polis.

The downgrade of the ratings reflects A.M. Best's expectation that
Standard's risk-adjusted capitalization will decline materially in
2016, as a result of higher underwriting risk exposure following
the portfolio transfer. The company's capital management strategy
incorporates a small capital buffer above regulatory solvency
requirements to cushion against unexpected losses.

Additionally, uncertainty exists in respect of the successful
integration of the absorbed portfolio into Standard's operation.
Although Standard's expense ratio is expected to be distorted in
2016, benefiting from a material rise in premiums and reduction in
some operating costs, Standard is likely to face challenges in
achieving expense synergies, which are necessary to support
longer-term profitability. This reflects the high acquisition
costs associated with the domestic insurance market, where
business tends to be sourced through intermediaries. Standard's
and Alliance Polis' expansion has been characterized by high
costs, as demonstrated by the average operating expense ratio of
approximately 75% produced by both companies between 2012 and
2015.

This uncertainty is further compounded by the lack of success
achieved to date with the execution of Standard's business
strategy post-change in its shareholder structure. In particular,
the company's plans to penetrate the bancassurance distribution
channel and to develop certain niche offerings have not
materialized, resulting in worse-than-expected technical results,
due to expense pressures. Additionally, the impact of the weakened
economic conditions and intensely competitive pressures of the
domestic insurance sector increase retention risk associated with
Standard's new and existing client base.

The rating actions also reflect Standard's under-developed risk
management framework, specifically with regard to the monitoring
of its risk accumulations within the earthquake-exposed areas of
Kazakhstan. As a result, uncertainty exists as to the ability of
Standard's reinsurance program to adequately protect the company
against a catastrophic event. A.M. Best notes Standard's
relatively high net risk retention level under its catastrophe
treaty, which represented approximately a quarter of the company's
shareholders' funds as at March 2016.

Despite the above negative factors, Standard's competitive
position is expected to be much improved by the transaction in
2016, with the anticipated increase in GWP expected to raise the
company's market standing to within the top 15 in a market of 33
players (based on 2015's rankings). This compares with the 21st
ranking in the previous year.



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


ARDAGH PACKAGING: Moody's Assigns Ba3 Ratings to Sr. Sec. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned definitive Ba3 ratings to
$500 million senior secured floating rate notes (FRNs) due 2021,
EUR440 million 4.125% senior secured notes due 2023 and $1 billion
4.625% senior secured notes due 2023, as well as definitive B3
ratings to the EUR750 million 6.75% senior unsecured notes due
2024 and $1.65 billion 7.25% senior unsecured notes due 2024. All
notes are issued by Ardagh Packaging Finance plc and Ardagh
Holdings USA Inc., wholly owned subsidiaries of Ardagh Packaging
Group Ltd (Ardagh, B2 stable), a leading supplier of glass and
metal containers based in Luxembourg. The definitive ratings
replace the provisional ratings assigned on  April 27, 2016. The
outlook on all ratings is stable.

These notes represent a $1.65 billion increase on the amount
Ardagh required to finance its acquisition of metal packaging
assets from Ball Corporation (Ba1 stable) and Rexam PLC (Baa3
review for downgrade). The additional proceeds have been used to
refinance existing facilities and have no material effect on
leverage.

Moody's will withdraw the B3 ratings on the 9.125% senior notes
due 2020 and 9.250% senior notes due 2020 following their
redemption which is expected to be on June 15, 2016.

All other ratings including the B2 corporate family rating (CFR)
and B2-PD probability of default rating (PDR) of Ardagh and
existing instrument ratings remain unchanged.

RATINGS RATIONALE

The rating action follows a review of final terms of the legal
documentation that are in line with the drafts reviewed for the
provisional ratings assigned on April 27, 2016. Ardagh has upsized
the facilities by approximately $1.65 million the proceeds have
been used to refinance existing facilities.

The refinancing is credit positive as the new senior unsecured
notes have been used to refinance existing unsecured debt at a
lower interest rate. The refinancing will generate an annual cash
interest saving of over $30 million, supporting Moody's
expectation that the group's cash flow generation will strongly
improve over the next 12-24 months.

The B2 CFR reflects: (1) the relatively low cyclicality of food
and beverage end markets, which account for over 90% of the
combined group revenues and provides a floor to volumes; (2) the
balanced geographic profile of the group across Europe and the US;
(3) the substrate diversification in terms of raw material
requirements and the expectation that Ardagh will generate
material synergies in the region of $50 million through to the end
of 2018 from the acquisition of assets from Ball Corporation (Ba1
stable) and Rexam PLC (Baa3 review for downgrade); and (4)
positive trading performance, reflected in cash balances reaching
around EUR1 billion by the end of 2017.

The rating also incorporates: (1) the company's high leverage,
expected to be around 7.4x on a Moody's-adjusted basis immediately
after the transaction; (2) the higher share of commoditized
products, for which pricing pressure will need to be offset by
cost/efficiency improvements; (3) the highly competitive operating
environment with pricing and some volume pressure; and (4) Moody's
view that the transaction will incorporate some execution risk and
uncertainty over the timing and amount of synergies that will be
realised from the acquisition, while acknowledging that Ardagh has
demonstrated a proven track record of successfully integrating
sizable acquisitions.

RATIONALE FOR THE STABLE OUTLOOK

The rating outlook is stable reflecting Moody's expectation that
Ardagh will not enter into further debt-financed acquisitions that
would result in an increase in leverage, or fund further dividend
payments until operational stability has been achieved with the
Ball/Rexam assets being integrated into the overall business. The
stable outlook also incorporates Moody's expectation that Ardagh
will gradually deleverage over the next 12-18 months and that the
anticipated build-up of cash will be used to reduce debt.



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


ARES EUROPEAN III: Moody's Affirms B1 Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on these classes of notes issued by Ares European CLO III
B.V.:

  EUR52.5 mil. (current balance EUR19.85 mil.) Class A1 Senior
   Secured Floating Rate Variable Funding Notes due 2024,
   Affirmed Aaa (sf); previously on Aug. 18, 2015, Affirmed
   Aaa (sf)

  EUR145 mil. (current balance EUR20.45 mil.) Class A2 Senior
   Secured Floating Rate Notes due 2024, Affirmed Aaa (sf);
   previously on Aug. 18, 2015, Affirmed Aaa (sf)

  EUR49.5 mil. Class A3 Senior Secured Floating Rate Notes due
   2024, Affirmed Aaa (sf); previously on Aug 18, 2015, Affirmed
   Aaa (sf)

  EUR21 mil. Class B Senior Secured Deferrable Floating Rate
   Notes due 2024, Upgraded to Aaa (sf); previously on Aug. 18,
   2015, Upgraded to Aa1 (sf)

  EUR21 mil. Class C Senior Secured Deferrable Floating Rate
   Notes due 2024, Upgraded to Aa2 (sf); previously on Aug. 18,
   2015, Upgraded to A2 (sf)

  EUR19 mil. Class D Senior Secured Deferrable Floating Rate
   Notes due 2024, Upgraded to Baa2 (sf); previously on Aug. 18,
   2015, Affirmed Ba1 (sf)

  EUR22 mil. Class E Senior Secured Deferrable Floating Rate
   Notes due 2024, Affirmed B1 (sf); previously on Aug. 18, 2015,
   Affirmed B1 (sf)

  EUR15 mil. (current rated balance EUR 4.24 mil.) Class P
   Combination Notes due 2024, Affirmed Aa2 (sf); previously on
   Sept. 28, 2015, Downgraded to Aa2 (sf)

Ares European CLO III B.V., issued in July 2007, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans managed by Ares
Management Limited.  The transaction's reinvestment period ended
in August 2014.  The majority of the transaction's assets and
rated liabilities are denominated in EUR; GBP and USD assets are
naturally hedged by GBP and USD drawings under the Class A1
Variable Funding Notes.  As per the May 1, 2016, trustee report,
GBP assets exceeded GBP liabilities by GBP2.3 million, and USD
assets exceeded USD liabilities by USD3.6 million.

                         RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
the result of substantial deleveraging since the last rating
action in August 2015.  Class A1 and Class A2 notes have paid down
by approximately EUR3.80 mil. (7.27% of closing balance) and
EUR85.2 mil. (58.80% of closing balance).  As a result of the
deleveraging over-collateralization (OC) ratios of all classes of
rated notes have increased.  As per the trustee report dated
May 2016, Class A, Class B, Class C, Class D, and Class E OC
ratios are reported at 202.85%, 164.25%, 137.99%, 120.56% and
105.17% compared to July 2015 levels of 150.50%, 134.96%, 122.34%,
112.79%, and 103.44%, respectively.

The rating of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity.  For Class P
the "Rated Balance" is equal at any time to the principal amount
of the Combination Note on the issue date minus the aggregate of
all payments made from the issue date to such date, either through
interest or principal payments.  The Rated Balance may not
necessarily correspond to the outstanding notional amount reported
by the trustee.  The Class P combination note is a combination of
a piece of equity of Ares European CLO III B.V. and 15M of a
stripped French Treasury (Obligation Assimilable du Tresor
Securities or 'OAT strip'); accordingly its rating is essentially
a pass-through of the rating of the Government of France.
Noteholders are exposed to the credit risk of France and therefore
the rating moves in lock-step.

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 of EUR 155.96 million and
GBP 20.06 million, a weighted average default probability of
19.67% (consistent with a WARF of 2744 over a weighted average
life of 4.53 years), a weighted average recovery rate upon default
of 47.92% for a Aaa liability target rating, a diversity score of
30 and a weighted average spread of 3.68%.

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

Methodology Underlying the Rating Action

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in December 2015.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate for
the portfolio.  Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model generated outputs
that were within one to two notches of the base-case results.

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

Additional uncertainty about performance is due to:

  Portfolio amortization: The main source of uncertainty in this
   transaction is the pace of amortization of the underlying
   portfolio, which can vary significantly depending on market
   conditions and have a significant impact on the notes'
   ratings. Amortization could accelerate as a consequence of
   high loan prepayment levels or collateral sales by the
   collateral manager or be delayed by an increase in loan amend-
   and-extend restructurings.  Fast amortization would usually
   benefit the ratings of the notes beginning with the notes
   having the highest prepayment priority.

  Foreign currency exposure: The deal has exposure to non-EUR
   denominated assets.  As noted earlier, there is an excess of
   both GBP and USD assets compared to GBP and USD liabilities.
   Volatility in foreign exchange rates will have a direct impact
   on interest and principal proceeds available to the
   transaction, which can affect the expected loss of rated
   tranches.

In addition to the quantitative factors that Moody's explicitly
modeled, qualitative factors are part of the rating committee's
considerations.  These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio.  All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


AVAST HOLDING: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
----------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on
Netherlands-based security software company Avast Holding B.V. to
stable from positive.  At the same time, S&P affirmed its 'BB-'
long-term corporate credit rating on Avast and the 'BB-' issue
rating on the senior secured debt issued by the core group
financing subsidiary Avast Software B.V.

S&P also assigned a 'BB-' corporate credit rating to Avast
Software.  The outlook is stable.

The outlook revision reflects S&P's view of meaningful short-term
uncertainties with regard to Avast's capital structure, in part
due to its stated plans for the early refinancing of its
outstanding loans, maturing in 2020.  In S&P's view, in light of
the strong EBITDA growth in the recent period, there are increased
risks that a refinancing exercise may include some degree of
releveraging the capital structure.  Additionally, given the lack
of a supportive financial policy and Avast's history of having a
higher leverage appetite, S&P do not think it is likely to
maintain its current low leverage.

Nevertheless, S&P continues to assess that the leverage appetite
will remain constrained by key shareholders of Avast, including
its founders.  S&P estimates that S&P Global Ratings-adjusted debt
to EBITDA is unlikely to increase to more than 4x.

S&P's assessment of Avast's financial risk profile reflects the
continued strong cash flow generation and deleveraging
capabilities.  In June 2015, Avast voluntarily repaid $125 million
of its $420 million term loan maturing in 2020.  After the
prepayment and modest annual amortizations, $262 million remained
on the group's balance sheet as of March 31, 2016.  In addition,
thanks to solid EBITDA and free cash flow generation, Avast's
reported net debt has decreased to $77 million, and reported net
debt to EBITDA is well below 1x. Avast is considering replacing
the current term loan in the first half of 2016.  S&P anticipates
that any new loan could be larger, but at this stage S&P lacks
visibility of the potential debt increase as part of this
contemplated refinancing.  Therefore, S&P has not included any
refinancing in its base-case scenario, but rather reflect this
risk within S&P's assessment of the company's financial policy.
Avast has a track record of outperforming S&P's base-case
expectations and the strong cash flow generation enables it to
potentially reduce debt fairly quickly after releveraging, but S&P
still considers that the company has not fully established a track
record on its usage of excess cash and setting of clear financial
targets.

Despite private equity firm CVC's more-than-40% stake in Avast,
S&P do not consider that it has control of the company.  This
primarily reflects S&P's view that the company's other
shareholders (including the founders), who own about 45% of the
company, are not financial sponsors.  S&P also notes CVC's lack of
push rights on the group's strategy or financial policy, as well
as its lack of control over the board of directors.  CVC only
occupies two of the 11 seats on the board (which includes four
independent directors).

S&P's view of Avast's business risk continues to reflect the
company's challenge of monetizing mobile users as online browsing
continues to shift toward wireless devices.  It also takes into
account Avast's limited scale and niche focus on consumer security
software, which S&P views as much less "sticky" than the
enterprise segment.  It generates the majority of its revenues
from consumer PC antivirus products and mobile revenues remain
minimal.  Furthermore, the overall user base has saturated,
restricting growth potential.  Business risk is further
constrained by a relatively low free-to-premium-user conversion,
although S&P thinks this provides some prospects for improvement
over the medium term.  S&P also notes that Avast operates in the
highly fragmented security software market, where there is strong
competition from much larger companies.  However, Avast benefits
from solid operating efficiency, supported by its online sales
model and highly automated detection process, which translates
into higher-than-average profitability. Avast further benefits
from its 200 million-plus user base and solid brand awareness.

The 'BB-' rating on Avast Software reflects S&P's view of it as a
core subsidiary of Avast Holding.

S&P's base case assumes:

   -- A continued shift in demand to smartphones and tablets away
      from PCs, leading to a decline in the PC user base.  This
      is mitigated by the continued increase in conversion of
      free-to-premium PC users, resulting in an annual consumer
      PC antivirus subscription revenue growth of about 10% in
      2016-2017.

   -- Minimal but growing mobile revenues.  Around 10% annual
      growth in other segments on the back of diversification
      investments and recently made acquisitions.

   -- An increase in operating expenditure because of investment
      in new products and marketing.

   -- Annual capital expenditure (capex) to sales of about 4% and
      some modest annual bolt-on acquisitions.

   -- The current term loan remaining until maturity, although
      S&P notes that Avast is considering refinancing it in the
      first half of 2016.

Based on these assumptions, S&P arrives at these adjusted credit
measures in 2016-2017:

   -- EBITDA margin percentage in the low 60s, compared to 68.2%
      in 2015.

   -- Funds from operations (FFO) to debt of about 60%, compared
      to 44.2% in 2015.

   -- Debt to EBITDA of about 1.5x, compared to 1.7x in 2015.

   -- EBITDA interest coverage of about 15x, compared to 6.8x in
      2015.

The stable outlook reflects S&P's view that Avast will continue to
grow its paying subscriber base while maintaining very high
profitability and solid free cash flow generation, supporting the
maintenance of adjusted leverage below 4x and free cash flow to
debt of comfortably more than 10%.

S&P could lower the rating if Avast were to make meaningful debt-
funded acquisitions or shareholder distributions beyond S&P's
expectations, leading to an adjusted gross leverage of more than
4x.  S&P could also lower the rating if it considered that Avast's
financial policy indicated its intention to reach such leverage
levels.  Furthermore, material operating underperformance causing
a deterioration in cash flow generation and deleveraging
capabilities could also lead to a downgrade.

S&P could raise the rating if Avast establishes a clear financial
policy under which it targets adjusted gross leverage of less than
3x on a sustainable basis, while continuing to generate meaningful
annual free cash flows and maintaining strong liquidity.


SCHOELLER ALLIBERT: Moody's Assigns B3 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and B3-PD probability of default rating to Schoeller
Allibert Group B.V., the top entity of the Schoeller Allibert
borrowing group.  The outlook on all ratings is stable.

List of Affected Ratings

Assignments:

Issuer: Schoeller Allibert Group B.V.
  Corporate Family Rating, Assigned B3
  Probability of Default Rating, Assigned B3-PD

Outlook Actions:

Issuer: Schoeller Allibert Group B.V.
  Outlook, Assigned Stable

                         RATINGS RATIONALE

The B3 CFR assigned to Schoeller Allibert reflects (i) the
company's exposure to the cyclicality, intense competition and
commoditized nature of packaging industry; (ii) weak European
environment with softness and limited visibility in volumes; (iii)
raw material prices volatility linked to oil prices affecting the
input costs; (iv) concentration of revenue in IFCO business
leading to contract risk and working capital volatility; and (v)
debt maturity from 2018 which needs to be addressed.  Positively,
the ratings assessment reflects Schoeller Allibert's (i) strong
local market position in key European countries of operation; (ii)
ability to benefit from the positive trends in Returnable Transit
Packaging (RTP) sector due to its leading size in this niche
market in Europe and presence in pooling services; (iii) continued
product innovation supported by ownership of IP rights; and (iv)
improvement in financial performance post-integration with Linpac
supported by shareholders and new management team.

The plastic RTP market benefits from the continued trend of
substitute from cardboard in the retail and automotive industries
and higher switching costs for pooling customers which account for
around a third of Schoeller Allibert's.  Within its niche segment,
the company has a solid market share, with a leading position in
each of its key fragmented markets.  The company's ability to
position itself on the basis of quality, innovations and design
specification supported by patents serves as a competitive
advantage.  However, pricing pressure and copying by competitors
may affect more standardized products.

Schoeller Allibert has a wide range of customers among various
end-industries although its main customer, IFCO, part of Brambles
Limited (Baa1, stable) contributed c. 18% of the company's revenue
in financial year ended December 2015 (FY15), split between Europe
and the US.

Given that the price of resin is linked to the oil price, the
company's raw material costs can be volatile.  The company has
demonstrated an ability to pass on variations in raw material
prices via various contractual arrangements and price adjustments,
although in practice this is subject to commercial and competitive
pressures and a time lag.

Since the integration of the Linpac acquisition in 2013, the
company's EBITDA has significantly improved resulting from both
revenue growth and the impact of operational restructuring
efforts.  Revenue in FY15 increased year-on-year by c.2% and
management adjusted EBITDA increased to EUR54 million in FY15 from
EUR49 million in FY14.

Moody's adjusted gross leverage declined to 5.3x for the last
twelve months (LTM) ended March 31, 2016, from 5.8x at year-end
2015, mainly due to lower utilization under the company's
factoring facilities.  Moody's expects to see a gradual de-
leveraging as a result of top-line growth and the company's
improvement initiatives, such as manufacturing costs optimization
and salesforce efficiency.  The deleveraging is expected to be
slowed down due to PIK interest accruing on shareholder
instruments.

As at March 31, 2016, the company reported total loans and
borrowings of EUR266 mil., including senior secured bank credit
facilities of EUR96 mil., EUR34 million Bosca loan facility to
finance IFCO leases and various shareholder loans.  The borrowings
exclude EUR32 million shareholder fees reported in trade and other
payables.  Moody's understands that they will remain as long-term
obligations and are not allowed to be paid out under terms and
conditions of the credit agreement.  Moody's does not rate the
debt instruments.

The shareholder loans are classified as 100% debt as the terms and
conditions do not satisfy Moody's criteria for equity treatment.
Moody's calculation of EBITDA excludes one-off legal and
restructuring costs as well as foreign-exchange gain or losses
related to inter-company loans.

Moody's expects free cash flow (as defined by Moody's) to turn
positive in FY16, although remain limited as a result of an
increase in capital expenditure to support the growth (including
moulds), offset by the reduction in exceptional costs and an
inflow from working capital.

The liquidity of Schoeller Allibert is adequate, supported by
approximately EUR26.6 million cash on balance sheet (including
EUR16.6 mil. bank overdraft) as of March 31, 2016, and a
EUR22 million revolving credit facility (RCF), out of which
EUR5 million was utilized for guarantees.  The company also has
factoring lines in place with EUR16 million utilized as of
March 31, 2016.

The stable outlook reflects Moody's expectation of Schoeller
Allibert's continued growth, supported by positive RTP industry
trends, the company's strong market position, ongoing introduction
of innovative products and maintaining a stable customer base.
Moody's notes that Schoeller Allibert's contract with IFCO expires
in FY17 although Moody's does not expect that this will have a
material negative effect on the company's business.

Positive pressure on the ratings could arise if Schoeller
Allibert's credit metrics were to improve as a result of a
stronger-than-expected operational performance, leading to (i)
Moody's adjusted debt/EBITDA ratio sustainably below 5.0x; (ii)
EBITDA / interest expense ratio rising sustainably above 2.0x; and
(iii) free cash flow (as defined by Moody's) turning positive.
Downward pressure could occur as a result of: (i) Moody's adjusted
debt/EBITDA ratio rising above 6.0x; (ii) free cash flow remaining
negative combined with weakening liquidity; or (iii) failing to
address refinancing needs in a timely fashion.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Schoeller Allibert Group B.V. headquartered in the Netherlands, is
a returnable transit plastic packaging manufacturer focused
primarily on Europe (87% of FY15 revenue) as well as the US (8% of
FY15 revenue).  Schoeller Allibert has 11 factories in Europe and
1 factory in the US.  The company generated revenue of EUR555
million and management adjusted EBITDA of EUR54 million in FY15.
The company is 60% owned by JPMorgan and 40% by the Schoeller
Industries B.V.


SCHOELLER ALLIBERT: S&P Assigns 'B-' CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term corporate credit
rating to Netherlands-registered returnable transit packaging
manufacturer Schoeller Allibert Group BV.  The outlook is stable.

S&P's assessment of Schoeller's financial risk profile as highly
leveraged is based on the group's aggressive capital structure.
It has relatively high debt for a company of its size, including
shareholder loans (about EUR56 million as of end-2015), which S&P
views as debt.  This results in weak credit metrics, partly
mitigated by S&P's view that the group's operating cash flow is
structurally sufficient to cover debt service (which is low
currently), working capital requirements, and maintenance capital
spending.  The financial risk profile also takes into account that
Schoeller is majority-owned by JPMorgan.  Although S&P
acknowledges that the shareholders have been supportive of
Schoeller in the past (including through cash injections), S&P
views JPMorgan as a financial sponsor that uses high leverage to
maximize shareholder value.

S&P's assessment of Schoeller's business risk profile as weak
reflects the group's exposure to the fragmented and competitive
RTP container markets of Western Europe and the U.S.  In S&P's
view, the shift toward increased use of pooling services in the
industry may put pressure on Schoeller's pricing power.  While
Schoeller delivers to a variety of end-markets including
industrial manufacturing, retail, food and beverage, and
agriculture, S&P notes that it derives about 20% of its revenues
from a single customer.  S&P understands the relationship is long-
standing, but this does pose the risk of Schoeller losing a
significant portion of its earnings if it were to lose this
customer.

Additionally, RTP producers in general need to avoid the
commoditization trap in a product suite that is already a
relatively high volume/low value offering.  The group is exposed
to volatile raw material input costs relating primarily to the
price of high-density polyethylene and polypropylene, which it can
pass on to customers albeit with a certain time lag.  These
factors contribute to Schoeller's relatively weak EBITDA margin,
which, at under 10%, is below average for the broader containers
and packaging sector, in S&P's view.  S&P also notes that
Schoeller generates relatively low absolute EBITDA (S&P's forecast
about EUR55 million in 2016), resulting in potentially high
volatility and less ability to absorb one-off shocks or stresses
such as the loss of sizable customers.

These weaknesses are partly mitigated by Schoeller's leading
position in the niche RTP market.  In S&P's view, there are some
barriers to entry in terms of an RTP provider often being embedded
in an end-user's logistics process, which results in higher
switching costs.  This factor is gradually becoming more important
due to the rise of pooling in Schoeller's core markets.  Schoeller
also benefits from the fact that many of its end markets --
including food and beverage and retail -- exhibit stable and
strong growth trends.

S&P's assessment of Schoeller's management and governance reflects
its experienced management team and clear operational and
financial goals.  In S&P's view, management has dealt with recent
challenges successfully.  These have included the operational and
legal merger of Schoeller Arca Systems with Linpac Allibert, the
resolution of a sizable legal claim by a former customer, weak
liquidity, and very tight covenant headroom.

S&P's 'B-' rating also incorporates its view of Schoeller's short
track record of operating as a combined group and the risks
inherent in any sizable operational restructuring initiatives,
which Schoeller has recently undergone.

S&P's base-case operating scenario for Schoeller in fiscal 2016
assumes:

   -- Revenues of about EUR570 million;
   -- An improvement in the group's S&P Global Ratings-adjusted
      EBITDA to about EUR55 million;
   -- Capital expenditure (capex) of up to EUR26 million in
      fiscal 2016, resulting in weak free operating cash flow
      until at least 2017;
   -- No additional litigation costs; and
   -- No major acquisitions or divestments.

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

   -- Debt to EBITDA of above 6x; and
   -- Funds from operations (FFO) cash interest coverage of more
      than 2x in the coming few years.

The outlook is stable.  S&P believes that the growth environment
that currently benefits the RTP industry should continue and S&P
expects that Schoeller Allibert will be able to increase revenues
and improve its absolute EBITDA and cash flows over the 12-month
rating horizon.  S&P anticipates the realization of merger-related
synergies as management continues to work on lowering the group's
cost base.

S&P could lower the rating if Schoeller were to experience
meaningful margin pressure or poorer cash flows, leading to a
capital structure that S&P would assess as unsustainable for the
group.  S&P could also consider a lower rating if the group faced
a weakening liquidity profile, including tightening covenant
headroom, or if it does not have in place a credible refinancing
plan reasonably far ahead of upcoming maturities.

S&P believes that the likelihood of an upgrade is limited over the
next 12 months because of Schoeller's potentially volatile EBITDA,
relatively high leverage, and sizable debt maturities coming due
in 2018.  However, if the group were to demonstrate a sustained
track record of stable EBITDA and cash flow generation while
growing the business and maintaining an adequate liquidity
cushion, including a timely execution of its refinancing plan, S&P
could raise the rating by one notch to 'B'.  S&P notes that the
current private-equity-sponsor ownership does bring an element of
uncertainty relating to the potential for future debt increases,
shareholder returns, and changes to the group's acquisition or
disposal strategy.



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


ZABRZE: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the Polish City of Zabrze's Long-term
foreign and local currency Issuer Default Ratings (IDR) at 'BB+'
and National Long-term rating at 'BBB+(pol)'. The Outlooks are
Stable.

Fitch said, "The affirmation reflects our unchanged view that
Zabrze's operating performance will remain sufficient for full
debt servicing in the medium term."

KEY RATING DRIVERS

The ratings take into account the operating balance covering the
debt service, the high net overall risk and the still weak
liquidity.

Fitch said, "in our unchanged projections, the city's operating
margin will be 7%-8% in 2016-2017 and the operating balance will
cover debt service by at least 1.3x (2015: 1.1x). This is based on
the assumption that the city's management makes efforts to limit
the growth in operating expenditure so that it is slower than the
growth of operating revenue (mainly tax revenue and transfers
received). Like all municipalities in Poland, Zabrze launched a
central government "Family 500+" programme in April 2016. Although
the flow of funds from the central government, inflating both
sides of the budgets, will be neutral for the operating balance,
the ratio comparison for operating and current margins, as well as
debt to current revenue between 2016 and 2015 will be limited."

Fitch said, "as we expected, the city's operating margin
deteriorated to 6.3% in 2015 from 7.7% in 2014. This was due to
the unforeseen increase of operating expenditure that was not
compensated by higher tax revenues and transfers received. A
weaker current balance and the negative capital balance due to
large investments led to a historically high budgetary deficit of
11.4% of total revenue in 2015, which was mainly debt covered.

"In our unchanged projections, Zabrze's direct debt will remain at
a moderate 50%-60% of current revenue in 2016-2017, although it
will be higher than the 2010-2014 average of 42% of current
revenue. Direct debt may amount to PLN410 million in 2016 (the
same level as in 2015) and then decrease to PLN395 million by
2017. The debt decrease will result from scheduled debt
repayments, low pressure to incur new debt as we project balanced
budgets in 2016-2017 and debt limit constraints. The debt payback
ratio (debt to current balance) should improve to seven to eight
years by 2017, from 12 years in 2015.

"Zabrze's liquidity remains weak and the city often uses its
short-term credit line of PLN50 million. To improve its liquidity
the city has decided to rely more on advance payments from the EU
to finance investments under the EU budget for 2014-2020 instead
of capital expenditure refinancing as it did previously. We expect
that the city's current account balances will increase with
Zabrze's availability of larger grants under the 2014-2020 EU
budget but not earlier than end-2016. In our projections we assume
that Zabrze will annually spend PLN125 million (15% of total
expenditure) on investments in 2016-2017 financed in about 50%
from EU grants.

"Zabrze's indirect risk (debt of municipal companies and
guarantees issued by the city) will peak at PLN310 million at end-
2016 (end-2015: PLN262.5 million) according to our unchanged
projections. Thereafter it should stabilize. The increase results
mainly from the financing of the reconstruction of the city's
football stadium by Stadion w Zabrzu Sp. z o.o. The construction
of the stadium will be finished mid-2016. The net overall risk to
current revenue ratio is high (2015: 111.5%) and may gradually
decrease in line with the companies' debt repayment."

RATING SENSITIVITIES

An improvement of Zabrze's operating performance on a sustained
basis with operating margins at 8%-9% coupled with net overall
risk stabilization below 100% of current revenue would lead to an
upgrade.

The ratings could be downgraded if the operating margin falls
below 2%, leading to a debt payback ratio exceeding 20 years
and/or net overall risk growth significantly above 100% of current
revenue.



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


KRASNOYARSK: S&P Affirms 'BB-' Long-Term ICR, Outlook Negative
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on Krasnoyarsk Krai, a region in Eastern Siberia in Russia.
The outlook is negative.

At the same time, S&P affirmed the 'ruAA-' Russia national scale
rating on Krasnoyarsk Krai.

                            RATIONALE

The ratings on Krasnoyarsk Krai mainly reflect S&P's view of
Russia's volatile and unbalanced institutional framework and the
region's weak economy that is subject to high concentration,
although S&P views the krai's long-term growth prospects as
favorable.  S&P also factors into its ratings the krai's weak
budgetary flexibility and its assessment of its financial
management as weak in an international context.  The weak
budgetary performance and the krai's less-than-adequate liquidity
also put pressure on the ratings.  The ratings are supported by
S&P's view of the krai's moderate debt burden and very low
contingent liabilities.  The long-term rating is at the same level
as S&P's 'bb-'assessment of the krai's stand-alone credit profile.

S&P continues to view Krasnoyarsk Krai's economy as weak in an
international comparison.  Over the next few years, S&P thinks
wealth will remain low by international standards.  S&P estimates
that gross regional product per capita will decline to about
US$9,500 in 2016-2018 from US$12,300 on average in 2013-2015,
purely due to the sharp ruble depreciation.  S&P also believes
that the economy will remain highly concentrated on oil and metal
production.  At the same time, S&P thinks that Krasnoyarsk Krai
has better long-term growth prospects than peers thanks to its
abundant natural resources.

Commodity exports continue to dominate the krai's economy.  In
S&P's view, the dependence on metals and the mining group Norilsk
Nickel and oil company Rosneft, which both operate in cyclical
industries, exposes the krai's budget revenues to the volatility
of world commodity prices and to changes to the national tax
regime.  S&P estimates that in the next few years these two
companies will remain the krai's largest taxpayers, contributing
about 40% of total tax revenues.

Under Russia's volatile and unbalanced institutional framework,
S&P views Krasnoyarsk Krai's budgetary flexibility as weak.
Regions' budget revenues largely depend on the federal
government's decisions regarding tax legislation, tax rates, and
the distribution of transfers.

Krasnoyarsk's modifiable revenues account for about 6% of
operating revenues.  Leeway is also restricted on the expenditure
side, especially due to its high share of social spending, which
has expanded in recent years, owing to the need to raise public
wages in line with federal government mandates.  Although the
federal government softened its spending targets for regions in
2016, spending pressure is likely to stay high due to elevated
inflation and upcoming parliamentary elections

In S&P's base-case scenario, it continues to expect that, over the
next three years, the krai's budgetary performance will remain
weak on average, despite S&P's expectation for gradual improvement
compared with very weak 2013-2015 results.  S&P anticipates the
operating balance will turn positive in 2016, equaling about 2.5%
of operating revenues in 2016-2018.  The deficit after capital
accounts will likely narrow to about 7.6% of total revenues in
2016-2018 from a high 16.1%in 2013-2015.  Under S&P's base-case
scenario, it assumes a gradual increase of tax revenues, and cost-
containment measures by the krai's financial management over the
next three years.  S&P believes that Krasnoyarsk Krai's capital
spending will increase given that the region will host 2019
University Games (Universiade).  However, this will have a neutral
effect on the region's budgetary performance, in S&P's view, since
most of the spending will be cofinanced by the federal government.

S&P now views Krasnoyarsk Krai's debt as moderate.  S&P forecasts
that the region's tax-supported debt will be about 64% of
consolidated operating revenues by the end of 2018, with interest
payments not exceeding 5% of operating revenues.  Although the
debt burden will remain moderate compared with international
peers', it will translate to relatively high debt service at 15%-
17% in 2016-2018.

S&P assesses Krasnoyarsk Krai's contingent liabilities as very
low. S&P estimates the debt and payables of government-related
entities that the krai owns at less than 5% of its operating
revenues, and S&P believes they are unlikely to require
significant extraordinary financial support.  The municipal sector
is also generally healthy financially.

S&P views Krasnoyarsk Krai's financial management as weak in an
international comparison, as S&P do for most Russian local and
regional governments (LRGs).  In S&P's view, the krai lacks
reliable long-term financial planning and doesn't have sufficient
mechanisms to counterbalance the volatility that stems from the
concentrated nature of its economy and tax base.  Also, in S&P's
view, the management has only recently started implementing
tighter control over spending growth.

                            LIQUIDITY

S&P views Krasnoyarsk Krai's liquidity as less than adequate.  S&P
expects that in the next 12 months the krai's debt -service
coverage will be adequate, based on S&P's estimate that average
free cash net of deficits after capital accounts, together with
committed credit facilities, will cover more than 80% of annual
debt service.

At the same time, S&P incorporates the krai's limited access to
external liquidity in S&P's overall assessment.  This is due to
the weaknesses of the domestic capital market, and applies to all
Russian LRGs.

Over the past 12 months Krasnoyarsk Krai maintained average
Russian ruble (RUB) 10 billion (about US$149 million) of
contracted and undrawn credit facilities and cash at about
RUB11.3 billion.  S&P expects that these funds net of the deficit
after capital accounts will cover 86% of the krai's next 12
months' debt service.  The federal government has already provided
RUB7.3 billion of low-interest budget loans to the krai, which the
region transferred to early repayment of its bank loans due in
December this year.

At the same time, S&P notes that in 2016-2018 debt service will
reach a high 15%-17% of operating revenues on average, owing to
increasing bond and budget loan maturities and rising interest
costs.  The low-interest three-year budget loans provided to the
krai released the pressure but only temporarily, and over the next
few years, refinancing risks will remain high.

                             OUTLOOK

The negative outlook reflects S&P's view that Krasnoyarsk Krai's
volatile macroeconomic conditions and high spending pressure,
which might constrain the region's austerity measures and result
in large deficits after capital accounts, are putting pressure on
liquidity.

S&P could lower the ratings within the next six months if, in line
with its downside scenario, Krasnoyarsk Krai was unable to contain
spending growth or its liquidity position deteriorated with the
debt-service coverage ratio dropping below 80%.  Under such a
scenario, S&P would revise down its assessment of the krai's
liquidity to weak or the region's budgetary performance to very
weak.

S&P could revise the outlook to stable within the next six months
if, in line with its base-case scenario, Krasnoyarsk Krai's
currently weak budgetary performance improved gradually, with a
consistently positive operating balance and balance after capital
accounts below 10%, and if the debt service liquidity coverage
remained above 80%.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee by
the primary analyst had been distributed in a timely manner and
was sufficient for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.  The weighting of all rating
factors is described in the methodology used in this rating
action.

RATINGS LIST

                                    Rating
                                    To            From
Krasnoyarsk Krai
Issuer Credit Rating
  Foreign and Local Currency        BB-/Neg./--   BB-/Neg./--
  Russia National Scale             ruAA-/--/--   ruAA-/--/--


KRASNOYARSK: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the Russian Krasnoyarsk Region's Long-
Term foreign and local currency Issuer Default Ratings (IDRs) at
'BB+'. The agency has also affirmed the region's Short-Term
foreign currency IDR at 'B' and National Long-Term rating at
'AA(rus)'. Krasnoyarsk region's outstanding senior unsecured
domestic bonds have also been affirmed at 'BB+' and 'AA(rus)'. The
Outlooks on the Long-Term ratings are Negative.

The affirmation reflects weak prospects for recovery of the
region's fiscal performance over the medium term and weak key
credit metrics. Krasnoyarsk region's fiscal performance is likely
to be negatively affected by Russia's prolonged economic slowdown.

KEY RATING DRIVERS

The ratings reflect the region's growing debt and satisfactory
fiscal performance. The ratings also take into account the well-
diversified local economy, which decelerated following the
national economic downturn, and a weak institutional framework for
Russian subnationals.

Fitch said, "The weak institutional framework for Russian
subnationals contributes negatively to the region's ratings. We
expect pressure on the region's fiscal flexibility to persist over
the medium term, despite its sound economy with a strong tax base.
This is because current fiscal regulation fails to compensate via
transfers for inadequate distribution of tax revenues from the
federal government.

"Fitch expects Krasnoyarsk to record a satisfactory fiscal
performance over the medium term. The region is likely to post an
operating margin close to about 4%-6% in 2016-2018. Despite a
slight improvement in operating balance, which went up to RUB4.4
billion by end-2015 (2014: RUB3 billion), it remained insufficient
to cover interest payments (RUB5.8 billion by end-2015). We
project this trend will continue over the medium term, driven by
the expected weaker operating balance not offsetting growing
interest costs on debt.

"The region's deficit before debt variation is likely to remain at
9%-11% of total revenue in 2016-2018, the same level recorded in
2015 (10.9%). In our view, structural imbalances will likely
prevail over the medium term, limiting recovery prospects. Despite
a material increase in tax revenue (25% yoy in 2015), the region's
operating expenditure remains rigid, with current transfers and
staff salaries representing 93% of 2015 opex."

In 2015, Krasnoyarsk region's performance was supported by higher
corporate income tax proceeds (34% growth yoy) from export-
oriented companies, which benefited from rouble depreciation.
However, this trend reinforced the region's tax revenue
concentration, with the proportion of top 10 taxpayers going up to
50% of consolidated tax revenue by end-2015 (2013-2014: 45%). The
list of major taxpayers includes PJSC MMC Norilsk Nickel (BBB-
/Negative/F3), Polyus Gold International Limited (BB-/Negative/B),
Boguchanskaya HPP, Krasnoayrsk HPP and Rosneft.

Fitch said, "We project Krasnoyarsk region's direct risk to
increase up to 60% of current revenue in 2016 and to about 70% in
2017-2018, in order to fund expected deficits. The region's direct
risk in absolute terms increased to RUB84 billion, or 52% of
current revenue, by end-2015, in line with our previous
expectations (2014: RUB67 billion)."

The region's debt stock as of end-April 2016 was 58% composed of
domestic bonds, followed by bank loans (11%) and federal budget
loans (31%). The average maturity of the region's debt portfolio
is 3.5 years, with 18% of currently outstanding direct risk
scheduled for repayment in 2016.

Krasnoyarsk region has a strong, but concentrated economy with a
focus on metallurgy and mining. Its wealth indicators are strong,
with GRP per capita at 171% of the national median in 2014. In
2015, the region's GRP contracted 1.4%, performing better than the
national economy, which dropped by 3.7%. In its base case,
Krasnoyarsk's administration projects recession in the local
economy at about 1%-2% in 2016-2018 (2015: estimated contraction
1.5%) following negative macro-economic trends in Russia. In
Fitch's view, the national economy is likely to contract by 1.5%
in 2016 (2015: contracted 3.7%), with recovery up to 1.5% yoy in
2017.

RATING SENSITIVITIES

A consistently negative current balance in the medium term,
accompanied by continuous rapid growth of direct risk above 55%-
60% of current revenue, could lead to a downgrade.


POLYUS PJSC: Fitch Affirms 'BB-' IDR, Then Withdraws Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Russian mining company PJSC Polyus's
Long-Term Foreign Currency Issuer Default Rating (IDR) at 'BB-'
with Negative Outlook and its local currency senior unsecured
rating of 'B+' with Recovery Rating 'RR5' and simultaneously
withdrawn them.

Fitch has chosen to withdraw the ratings of PJSC Polyus for
commercial reasons.

The ratings of PJSC Polyus' parent company Polyus Gold
International Limited (PGIL) are unaffected by the withdrawal.
These include PGIL's Long-Term Foreign currency IDR of 'BB-' with
a Negative Outlook, Short-Term Foreign currency IDR of 'B' and
foreign currency senior unsecured rating of 'BB-'.

KEY RATING DRIVERS
Material Increase in Leverage

Fitch said, "If PJSC Polyus, as expected, completes its share
buyback programme of up to $US3.44bn in May 2016, credit metrics
will materially weaken. Under our base case, we expect funds from
operations (FFO) gross leverage to exceed 4.5x and FFO net
leverage of 3.3x in 2016. Net debt/EBITDAR is expected to exceed
3.0x in 2017 compared with historical levels below 1.0x. Absolute
debt levels will remain elevated until 2018 when expected
production increases will start to have a positive impact on
metrics. For 2018, our base case expectation is for FFO gross
leverage of 3.8x and FFO net leverage to approach 2.9x.

Corporate Governance

"In April 2016, PJSC Polyus elected a new Board of Directors,
including three independent Directors on a board of nine. The
company's listing on Moscow (MOEX) was recently upgraded to the
highest Level 1. We regard overall corporate governance to be in
line with other major Russian corporates and accordingly notch
down PJSC Polyus's standalone rating by two notches. This notching
factors in our view of the higher-than-average systemic risks
associated with the Russian business and jurisdictional
environments as well as the company's specific corporate
governance practices."

Competitive Cost Position

Operationally PGIL/PJSC Polyus remains a strong group with high-
quality gold reserves and large efficient open pit assets which
place it in the first quartile of the global cost curve (total
cash costs (TCC)). In 2015, TCC declined to $US424/oz -- a 28%
decline year-on year. This was driven by local currency (RUB)
devaluation as well as operational improvements, which resulted in
higher processing volumes and better recovery rates.

Strong Production Results

The group reported 4% year-on year production growth in 2015 to
1,763k oz of metal. This exceeded the upper end of the group's
guidance range of 1,630k oz-1,710k oz set at the beginning of the
year. The majority of the company's mines delivered higher
processing volumes and better recoveries. The company's guidance
for 2016 is 1,760k oz-1,800k oz.

Natalka Development Project

The Natalka project is the group's key development mine. A
technical review of the project is expected to be finalized by
mid-2016, with a ramp up of construction expected in spring 2016,
and production to start in late 2017. Based on expected production
volumes, Natalka is expected to contribute to an approximate 15%-
20% year-on year increase in group gold production in 2018. As
well as Natalka, the group intends to concentrate on streamlining
and capacity improvement at key operational projects to attain
annual production growth in the medium term.


RSG INTERNATIONAL: S&P Revises Outlook to Stable & Affirms B- CCR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative on
Russia-based property developer RSG International Ltd. (RSG; brand
name Kortros) and its financing vehicle and 100% owned subsidiary,
RSG Finance LLC.  At the same time, S&P affirmed its 'B-/B' long-
and short-term corporate credit ratings and its 'ruBBB' Russia
national scale rating on the two entities.

S&P also affirmed its 'B-' issue ratings on the Russian ruble
(RUB) 3 billion senior unsecured bonds maturing in November 2016
and on the RUB3 billion senior unsecured bonds maturing in
September 2018.

The outlook revision reflects S&P's view that RSG's committed
liquidity sources are sufficient to cover its upcoming bond
maturities.  At the same time, S&P expects the group will repay
maturing construction loans from proceeds on apartment sales.  As
of the end of first-quarter 2016, RSG faces RUB9.7 billion
($145 million) of maturing short-term debt, including an
outstanding RUB2.5 billion of the RUB3 billion bond maturing in
November 2016 and a put option on another RUB3 billion bond to be
exercised in March 2017.  According to management, RSG had cash
balances of about RUB5.7 billion and RUB1.5 billion available
under undrawn non-project finance long-term committed bank lines,
which sufficiently cover its bond maturities.  The group also has
RUB6.4 billion in available undrawn long-term project finance
lines to fund its construction.

Moreover, S&P understands that RSG has signed an agreement with
some of its bondholders, under which they are obliged to purchase
a substantial part of the group's bonds just after a put option on
them is exercised in March 2017.  Additionally, according to RSG,
a number of banks have already approved additional credit limits
for the group.  S&P also understands the group plans to issue new
RUB1 billion bond in the coming month.

Demand for real estate in Russia has materially weakened in 2015,
and S&P expects this trend to continue in 2016.  S&P anticipates
modest recovery only from 2017.  RSG currently still relies on
sales and presales and market conditions to meet its financial
obligations.

S&P assesses RSG as a nonstrategic subsidiary of Renova Group,
mainly given that RSG accounts for less than 10% of total net
investment assets held by the group.  Consequently, S&P continues
to rate RSG on a purely stand-alone basis.  At the same time, S&P
understands that Renova group might provide some support in the
form of equity injections or related party loans, particularly if
RSG starts developing large-scale residential projects.

S&P notes that RSG is currently exploring opportunities to develop
a large-scale residential project in the city of Rostov on Don.
This project is linked to the relocation of the international
airport in the region, and could include as much as three million
square meters of residential apartments.  Moreover, another
company of Renova Group is also engaged in constructing a new
international airport in the region.

S&P's view of RSG's business risk reflects its relatively large
size in Russia and its high market share in large but secondary
cities, like Yekaterinburg, or suburban areas such as those in the
Moscow region; and diversity in its residential development
projects.  RSG has a track record of delivering, on time and
budget, large-scale and complex projects, such as the five phases
of Akademy City in Yekaterinburg.

Negative factors include the still-high income concentration from
the very large Akademy City project, which should account for
almost half of completions in 2015, but a declining share in the
coming years.  This project doesn't benefit from presales and
depends on mortgage-related sales.  RSG experienced more
significant sales volume declines in such secondary cities like
Yaketerinburg or Yaroslavl than in the Moscow region in 2015.
Lastly, RSG's limited brand recognition and modest sales network
in Russia weigh on our assessment of the group's competitive
position.

S&P believes that RSG's operating performance will likely continue
weakening in 2016 on a decline in demand for new residential
properties and will start recovering only from 2017.  Presales and
sales to customers in ruble terms declined by more than 10% in
2015 owing to falling volumes, but somewhat offset by higher
prices and more active marketing and promotion campaigns.

S&P forecasts that RSG will modestly increase its investments in
construction in 2016-2018 and that operating cash flow before
development rights and land acquisitions will remain negative in
2016 due to lower working capital funding available from new sales
and presales to customers, with positive cash operating cash flows
expected not earlier than in 2017.

In S&P's base-case scenario for RSG in 2015, it assumes:

   -- In Russia, inflation of 8.5% in 2016 and 5.7% in 2017 and a
      decline in GDP of 1.3% in 2016.  This will put pressure on
      real disposable incomes in 2016, with a likely recovery in
      2017.

   -- A 10%-15% volume decline in sales and presales of
      residential apartments in 2016 and a low-single-digit
      increase in volumes in 2017-2018, with below-inflation
      price growth in all three years.

   -- Under International Financial Reporting Standards, a more
      than 20% drop in revenues in 2016 and a single-digit
      revenue decline in 2017, with recovery only in 2018,
      reflecting actual building completions and lagging
      recognition of actual presales.

   -- An EBITDA margin of about 12%, lower than in 2015, due to
      weakening demand and rising marketing costs.  An average
      cost of debt of about 15%, with some potential for a
      decrease, in line with market trends and falling inflation
      and cost of funding in Russia.

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

   -- EBITDA gross interest coverage of about 1.4x-1.6x in 2016-
      2018; and

   -- Gross debt to EBITDA in the range of 4x-5x.

S&P assesses RSG's capital structure as negative.  Its average
debt maturity profile is less than two years.

S&P rates RSG and RSG Finance at the same level, given that RSG
Finance acts as its parent company's primary public debt issuance
vehicle.  S&P equalizes its issue ratings on RSG Finance bonds
with its corporate credit rating on the company.  There are
significant accounts payable located at the level of operating
subsidiaries.  However, in S&P's view, downstream loans from the
issuing entity RSG Finance LLC to operating companies effectively
rank bondholders' claims on operating companies' assets at the
same priority level as accounts payable located at operating
subsidiaries.  S&P estimates secured debt at operating companies
is below its 15% threshold for notching down the issue rating from
the rating on the issuer.

The stable outlook reflects S&P's view that RSG's refinancing
risks are mitigated by available cash balances and undrawn bank
lines, as well as its agreement with some holders of its bonds to
sell the bonds back just after a put option is exercised in March
2017.

The outlook also reflects S&P's expectation that RSG will likely
maintain a ratio of EBITDA to interest coverage in the range of
1.4x-1.6x over the next couple of years.

S&P could lower its ratings on RSG if it does not manage its
liquidity position adequately to cover debt maturities and large
working capital needs in the next 12 months.  This would likely
stem from higher-than-expected fall in demand in RSG's major
regions of operation.  Adverse funding conditions might lead to an
even more pronounced increase in the effective interest rate.  In
S&P's view, this is likely to put further pressure on RSG's credit
metrics and increase its refinancing risks.

Upside potential is currently remote.  S&P could raise its ratings
if it sees that RSG has materially increased its size and
diversification and successfully refinanced or repaid its upcoming
debt maturities, leading to improvement in its liquidity position
to adequate and increasing its average debt maturity to more than
two years.  S&P would also seek to observe the group's ability to
maintain EBITDA gross interest coverage at about 3x.


VOLZHSKIY: Fitch Affirms 'B+' Long-Term Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Russian City of Volzhskiy's Long-
Term Foreign and Local Currency Issuer Default Ratings (IDRs) at
'B+' with Stable Outlooks and Short-Term Foreign Currency IDR at
'B'. The agency also has affirmed the city's National Long-Term
rating at 'A-(rus)' with Stable Outlook.

The city's outstanding senior unsecured debt has also been
affirmed at 'B+'/'A-(rus)'.

The affirmation reflects Fitch's unchanged expectation of the
city's budgetary performance with a low-positive operating margin
in 2016-2018 and moderate, but short-term debt, which exposes the
city to on-going refinancing pressure.

KEY RATING DRIVERS

The 'B+' rating reflects the small size of Volzhskiy's budget and
the city's high dependence on the decisions of the regional and
federal authorities, which lead to volatile performance and low
shock resilience. The ratings also reflect Fitch's expectation of
the city's stable budgetary performance in 2016-2018, and short-
term direct risk, albeit moderate in absolute terms.

Fitch expects Volzhskiy's operating margin to stabilize at 3%-4%
and the current margin to be close to zero in 2016-2018, while the
deficit before debt will stay low close to 1% of total revenue
from a surplus of 0.6% in 2015. This reflects the city's intention
to balance the budget over the medium term and Fitch projects the
deficit before debt variation will narrow from an average 3%-4% in
2011-2014.

Volzhskiy's operating performance recovered in 2014-2015 with an
average operating margin of 4.3%, compared with negative 3.9% in
2012-2013. This was driven by almost doubled current transfers
from Volgograd Region (B+/Stable/B), which compensated for the
city's tax revenue decline.

Fitch said, "We expect Volzhskiy's direct risk to represent a
moderate 36% of current revenue by end-2016 (end-2015: 35%). We
expect the city's absolute direct risk to remain stable or
marginally increase in 2017-2018, but to reduce relative to
current revenue. The city issued RUB300 million five-year domestic
bonds in early 2015 to lengthen its debt maturity profile and
reduce annual refinancing needs. The bond issue accounted for
20.7% of direct risk at January 1, 2016, the remaining 79.3% was
referred to bank loans."

Despite its moderate overall debt burden, the city is highly
exposed to on-going refinancing pressure given its weak cash
position and high proportion of bank loans due within the next 12
months. The city faces a repayment of RUB605 million of bank loans
(63% of direct risk as of April 1, 2016) until end-2016 and Fitch
will closely monitor its ability to cope with refinancing risk.

With 326,250 inhabitants, Volzhskiy is the second-largest city in
the Volgograd region after the regional capital, the City of
Volgograd. The city's economy is dominated by processing
industries and, together with the City of Volgograd, forms a
strong regional industrial agglomeration. According to preliminary
estimates, in 2015 the region's economy declined by 2.8% in real
terms, following the negative trend of the Russian economy.

RATING SENSITIVITIES

An improvement in budgetary performance with a sustainable
positive current balance, and maintenance of moderate direct risk,
could lead to an upgrade.

Significant growth in direct risk above 70% of current revenue
with continuing reliance on short-term debt, along with a weak
operating balance insufficient to cover interest payments, would
lead to a downgrade.



===============
S L O V E N I A
===============


NOVA LJUBLJANSKA: S&P Affirms BB- CCRs, Outlook Revised to Pos.
---------------------------------------------------------------
S&P Global Ratings said that it had revised its outlook on
Slovenia-based Nova Ljubljanska Banka D.D. (NLB) to positive from
stable.  At the same time, S&P affirmed the 'BB-' long-term and
'B' short-term counterparty credit ratings on the bank.

S&P also affirmed NLB's senior unsecured debt ratings at 'BB-'.

S&P revised the outlook on NLB to positive because of the improved
economic prospects and banking industry risk for Slovenia, which
S&P expects to be beneficial to the bank's turnaround,
facilitating a return to sustainable profitability.

S&P also expects the bank to continue to benefit from further
restructuring and improved risk management.  S&P sees current
weakness as a legacy issue.  S&P expects further improvement of
the risk position once the workout of the NPL stock and wind-down
of the noncore assets progresses materially.  Once that happens,
S&P will have more clarity as to whether NLB's improved risk
management is sustainable through the cycle and will result in
stronger and stable earnings and internal capacity to accumulate
capital.

Economic risks for Slovenian banks remain high in a global
comparison, but are receding.  Economic recovery is supportive of
the banking sector.  It is S&P's assessment that economic
correction is ongoing, and it still expects a high impact on the
banking sector for the next two to three years.  But S&P estimates
that losses have largely already fed through the banking system
and that further impact of the correction phase on the banking
system is diminishing.  S&P also notes a material improvement of
the lending and governance standards in the banking system,
accompanied by the privatization efforts which, if successful,
will likely drive further improvement.

At the same time, the main weaknesses in the economy remain high
indebtedness and substandard risk and corporate governance in the
corporate sector.  The restructuring of the corporate sector is
not yet over.  Some industries remain highly leveraged, with a
high share of debt sourced from abroad.  S&P continues to see
legacy problems in the corporate sector and the government's
still-high involvement in the economy as risks.

In S&P's opinion, banking regulation and supervision in Slovenia
has improved with the hand over the supervisory functions for the
largest part of the system from the local regulator to the
European Central Bank.  Banks' funding positions have converged to
a deposit-funded financing model, following recent years of
restructuring, which S&P expects to contribute to their funding
stability.

S&P regards the economic risk trend in Slovenia as positive,
because S&P expects economic imbalances in the economy to keep
decreasing as the correction phases out, as well as further
improvement of corporate indebtedness and governance standards.
S&P regards the industry risk for Slovenian banks as having
reduced and now see a stable trend over the next two years.

S&P uses its banking industry country risk assessment (BICRA)
economic risk and industry risk scores to determine a bank's
anchor, the starting point in assigning an issuer credit rating
under our criteria.  The anchor for a commercial bank operating
only in Slovenia is 'bb', based on an economic risk score of '7'
and industry risk score of '6', with lower numbers representing
lower risk.

The bank's risk position has improved to moderate from weak,
reflecting material progress in the workout of legacy
nonperforming loans (NPLs) and noncore assets, as well as
improvement of risk management and lending and governance
standards.  The bank's reported NPLs (including overdue and
performing impaired and restructured loans) stood at 19% of total
loans as of Dec. 31, 2015, having decreased from 25% a year
earlier.  The ratio of loans overdue by more than 90 days to total
loans was 12% on the same date, with the reminder of NPLs relating
mainly to loans that were restructured or provisioned for in the
past.  S&P expects further reduction of the NPL stock, reflecting
intensive workout efforts and repayments, also aided by the
economic recovery in Slovenia.  The bank's reserve coverage for
NPLs increased to 67% as of Dec. 31, 2015; coverage for loans
overdue by 90 days by reserves was above 100%.

S&P has removed the positive transitionary adjustment it applied
to its issuer credit rating on NLB, which S&P introduced in 2015
to reflect transformation following the restructuring, because S&P
now sees that the transformation has fed through to trigger the
improvement of the risk position and S&P now reflects this
improvement in its assessment of the bank's stand-alone credit
profile (SACP).  Following the improvement of the risk position to
moderate from weak and removal of the positive transition notch,
S&P now assess the bank's SACP at 'bb-'.

S&P continues to assess NLB's anchor, the starting point in
assigning an issuer credit rating under S&P's criteria, as 'bb',
in line with that of purely domestic banks.  As of year-end 2015,
35% of NLB's exposure at default for the customer loan portfolio
related to exposure to foreign countries, most of which have the
same or weaker economic environment than Slovenia's.  NLB's
foreign strategic markets are Macedonia, Bosnia and Herzegovina,
Montenegro, Kosovo, and Serbia.  As a result, the weighted
economic risk score for NLB is weaker than that of a pure domestic
bank, but not to the extent that it affects the anchor.  S&P don't
expect a change in the geographical split of exposure nor of risks
in the countries of operation over the next year.

S&P continues to view NLB's business position as adequate,
reflecting its dominant domestic market position with a solid
retail deposit franchise and legacy problems hindering optimal use
of the group's superior market position.  S&P assess NLB's capital
and earnings as adequate because S&P anticipates that its risk-
adjusted capital (RAC) ratio before adjustments for the bank will
remain at 7.0%-7.5% over the next two years.

S&P views funding as average and liquidity as adequate, mainly
reflecting the bank's strong domestic retail franchise, which
allows a stable and granular retail deposit base and limited
recourse to wholesale funding.  S&P expects the bank's very high
liquidity buffer to diminish to a normalized level once the
restructuring is over and the bank resumes growth.

It is possible that the bank might achieve additional positive
momentum for the business position improvement if the partial
privatization process is accomplished as planned.  However, as S&P
is uncertain about the likelihood, timing, and impact of the
reprivatization, S&P currently don't reflect it in its base-case
forecast or outlook.

S&P continues to consider that NLB has high systemic importance to
Slovenia, and S&P do not expect this status to change after the
privatization process.  However, S&P believes that the prospect of
extraordinary government support for the Slovenian banking sector
is uncertain, in line with most European countries, and therefore
S&P do not include ratings uplift for government support.

S&P also has not added uplift for additional loss-absorbing
capacity (ALAC) because S&P do not consider that NLB is likely to
increase ALAC above S&P's 5% threshold over a two- or four-year
projection period.  S&P's assessment reflects the bank's only
negligible amount of subordinated liabilities and lack of plans to
issue new subordinated or hybrid instruments.  Generally, S&P
views the Slovenian resolution regime as effective under S&P's
ALAC criteria because, among other factors, S&P believes it
contains a well-defined bail-in process.

S&P derive its 'B' short-term ratings by applying the mapping
guidelines between long- and short-term ratings described in S&P's
criteria "Commercial Paper I: Banks," published March 23, 2004.

The positive outlook on NLB reflects S&P's expectation that the
bank's creditworthiness will improve over the next 12 months with
a more than one-in-three chance.  The positive outlook reflects
the upside to the rating if the improved domestic economic
conditions and further restructuring support an improvement in the
bank's asset quality and capacity to generate capital and
earnings.

S&P expects further rundown of the NPL stock and noncore assets.
S&P also expects the bank's risk profile and capitalization to
continue to benefit from improved risk management.

S&P could take a positive rating action on NLB in the next 12
months if it saw material improvement of the overall economic risk
environment in Slovenia, supporting asset quality and improving
the bank's earnings and capacity to generate capital.  An upgrade
might be triggered by both a change in the anchor as well as by a
more positive assessment of the bank's combined capital and risk
position.

S&P might revise the outlook to stable if NLB's progress in
restructuring slows or if improved risk management and governance
proves unsustainable.  This could also be triggered if the bank's
capitalization deteriorates substantially due to tail risks, as
reflected in a RAC ratio before diversification dropping below 7%.



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


GENERALITAT DE CATALUNYA: Moody's Cuts LT Debt Ratings to Ba3
-------------------------------------------------------------
Moody's Investors Service downgraded the Generalitat de
Catalunya's long-term issuer and debt ratings by one notch to Ba3
from Ba2. The short-term ratings are not affected by this rating
action. Moody's has also assigned a negative outlook to the
Generalitat de Catalunya's ratings. The rating action concludes
the review for downgrade that Moody's initiated on March 11, 2016.

RATINGS RATIONALE

CONCLUSION OF THE REVIEW

Moody's said, "On March 11, 2016, Catalunya's ratings were placed
under review for downgrade to reflect Moody's concerns around the
Generalitat de Catalunya's capacity to meet or roll over its
short-term financial obligations. During the review, Moody's
focused on the mechanisms in place for the provision of timely
support and examined the circumstances surrounding a request to
convert several short term loans into long-term debt. After
analysis of the information provided by the region, the banks and
Spain's Treasury, Moody's has concluded that Catalunya's failure
in December 2015 to gain approval to convert its short term debt
into long term debt is not an indication of any reduction in the
central government's willingness and ability to provide it with
liquidity support via the Fondo de Liquidez Autonomico (FLA). In
addition, the FLA is now also available for refinancing short term
debt of regions that request it. Nonetheless, we concluded that
Catalunya's weakening fiscal position drives the decision to
downgrade Catalunya's final rating to Ba3."

RATIONALE FOR THE DOWNGRADE

The downgrade of Catalunya's rating by one notch to Ba3 from Ba2
was driven by the region's weakening financials. Moody's notes
that Catalunya's fiscal position is more challenging than
previously anticipated and will likely remain very weak going
forward, as reflected by growing operating and financing deficits
(-19% and -29% in 2015, respectively, compared with -16% and -24%
registered in 2014).

Also Catalunya's debt continues to trend up. The region's ratio of
net direct and indirect debt to operating revenue was 320% in 2015
compared with 302% in 2014, and will continue to increase in 2016
due to persistent high financing requirements of close to EUR11
billion. The region had a net direct and indirect debt stock of
EUR73.5 billion at year-end 2015, higher than any other Spanish
region. Catalunya's debt was equivalent to 35.3% of regional GDP,
well above its national peers, averaging 24.2% in 2015. In
addition, according to Bank of Spain data, Catalunya had the
highest amount of short-term debt among Spanish regions, at EUR4.9
billion at year-end 2015, which is equivalent to 21% of its
operating revenue.

While Catalunya benefits from high levels of government support
through the cheap funding provided by the FLA, Moody's notes that
this factor alone is unlikely to be able to bring down its debt
burden, for which the region is responsible.

RATIONALE FOR NEGATIVE OUTLOOK

The rating's negative outlook reflects (1) that the region's debt
will likely continue to increase in the coming years; (2) that,
with the current institutional framework under the autonomic
financial system of common regime, Catalunya's fiscal situation,
including its high debt levels, would be very difficult to remedy;
and (3) the fact that the regional government is in minority,
which makes it difficult to implement fiscal consolidation
measures.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Given the negative outlook, an upgrade to the region's rating is
unlikely in the next 12 to 18 months.

In contrast, downward pressure on the rating could occur if
Catalunya fails to achieve fiscal balance and stabilize its debt
burden. In addition, a downgrade of the sovereign rating, or any
indication of weakening government support, would likely lead to a
downgrade of Catalunya's rating.

LIST OF AFFECTED RATINGS

Issuer: Catalunya, Generalitat de

-- Downgrades:

-- LT Issuer Rating, Downgraded to Ba3 from Ba2

-- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
    from Ba2

-- Senior Unsecured MTN, Downgraded to (P)Ba3 from (P)Ba2

-- Outlook Actions:

-- Outlook, Changed To Negative From Rating Under Review

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

Sovereign Issuer: Spain, Government of

GDP per capita (PPP basis, US$): 34,819 (2015 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 3.2% (2015 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 0% (2015 Actual)

Gen. Gov. Financial Balance/GDP: -5.1% (2015 Actual) (also known
as Fiscal Balance)

Current Account Balance/GDP: 1.4% (2015 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: High level of economic resilience

Default history: No default events (on bonds or loans) have been
recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On May 24, 2016, a rating committee was called to discuss the
rating of the Catalunya, Generalitat de. The main points raised
during the discussion were: The issuer's fiscal or financial
strength, including its debt profile, has materially decreased.



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


AUSTIN REED: Two Rival Bidders Battle Out to Acquire Business
-------------------------------------------------------------
Mark Kleinman at Sky News reports that Austin Reed could emerge
from administration as soon as this week as two rival bidders
battle to acquire the century-old brand.

Sky News understands that Mike Ashley, the owner of Newcastle
United and controlling shareholder in Sports Direct, and Edinburgh
Woollen Mill (EWM) are the two remaining contenders to buy Austin
Reed.

A decision about a preferred buyer is expected to be taken by
AlixPartners, the administrator, in the coming days, Sky News
notes.

Austin Reed, which has struggled to compete in a tough trading
environment for years, plunged into administration a month ago,
putting more than 1,000 jobs at risk, Sky News recounts.

The company, which also owns Country Casuals and Viyella, has
closed dozens of stores in a restructuring aimed at shoring up its
finances, Sky News relays.

According to Sky News, both Mr. Ashley and Philip Day, who runs
EWM, are said to believe the core business has a viable future,
with administrators understood to have been pleasantly surprised
at the level of interest in preserving Austin Reed in its
entirety.

Austin Reed operates about 155 stores, and has been trading well
since it brought in AlixPartners as administrator, Sky News
discloses.

Austin Reed is a Thirsk-based fashion retailer.


BHS GROUP: MPs to Probe Dellals Over Role in Sale
-------------------------------------------------
Mark Vandevelde at The Financial Times reports that a family of
wealthy property investors will be facing questions from MPs over
a GBP35 million advance that played a crucial role in the sale of
BHS to former bankrupt Dominic Chappell, little more than a year
before the high street chain collapsed last month.

MPs heard that the money was supplied by Allied Commercial, a
group of companies controlled by Guy and Alexander Dellal,
respectively the son and grandson of a property entrepreneur who
was an early financial backer of Sir Philip Green, the FT relates.

Executives working for Sir Philip have said they took comfort from
Mr. Chappell's ability to lay his hands on such a large sum of
money, the FT relays.  Although BHS was sold for just GBP1, the
ailing retailer was making annual cash losses of GBP35 million or
more, which any buyer would have to fund while trying to return
the business to profit, the FT discloses.

The Dellals' company bought an office building from BHS at about
the same time as Mr. Chappell acquired the business from Sir
Philip, the FT states.  The building was sold two months later,
reportedly netting ACE a profit of several million pounds, the FT
recounts.

Frank Field, chair of the Work and Pensions Committee which is
investigating the retailer's collapse, said on May 29 that he
intended to ask the two heirs to explain what role they played in
Mr. Chappell's acquisition of BHS, the FT relates.

Mr. Field, as cited by the FT, said: "The committee will want to
know who introduced Dominic Chappell to the Dellals, and what
persuaded them to agree to this extraordinary loan."

A person close to Sir Philip said that, at the time the company
was sold, he did not know of any connection between the Dellals
and the purchaser of the BHS building on Marylebone Road, the FT
relays.

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


BHS GROUP: Fallout May Impact Smaller UK Retailers
--------------------------------------------------
Judith Evans, John Burn-Murdoch and Mark Vandevelde at The
Financial Times report that as the prospect recedes of a wholesale
rescue of BHS, a clutch of smaller UK retailers are watching
closely.

Faced with potentially the biggest disappearance of a high-street
name since Woolworths in 2008, several chains could be hit by any
drop in footfall, the FT says.

A Financial Times analysis of figures from the Local Data Company,
a research firm, found that lingerie chain Ann Summers is among
the most vulnerable.

More than half of Ann Summers' 131 UK stores are within 200m of a
BHS, according to the analysis, the highest level of overlap of
any UK retail chain with as many or more stores, the FT states.

Other chains with many branches close to a BHS include Eurochange,
the foreign exchange outlet, and HMV, the music store, according
to the FT and Local Data Company figures.  Virgin Media and The
Perfume Shop are also exposed, according to the analysis, which
combines the absolute number of a company's stores within 200m of
a BHS, and this number as a percentage of all its branches, the FT
notes.

"The loss of a BHS will be acutely felt by many neighbouring
retailers who would have relied on it for its footfall," the FT
quotes Matthew Hopkinson, director at the Local Data Company, as
saying.

According to the FT, even if the collapsed retail chain is
rescued, property experts expect any new owner to close dozens of
its 164 stores.

That will leave gaps in some of the UK's most down-at-heel high
streets, the FT states.

Dan Simms, head of retail agency at the property advisers
Colliers, says there is a risk of "long-term voids" in the
challenging locations that make up at least a third of BHS's store
portfolio, the FT relays.

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


EVRAZ NORTH AMERICA: S&P Alters Outlook to Neg. & Affirms B+ CCR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on North American steel
producer Evraz North America Plc (ENA) to negative from stable.
S&P affirmed the long-term foreign and local currency corporate
credit ratings on ENA at 'B+'.

At the same time, S&P affirmed the 'BB' issue rating on ENA's
US$350 million senior secured notes.  The recovery rating remains
'1', indicating S&P's expectations of 90%-100% recovery for
noteholders in a default scenario.

ENA, which is domiciled in the U.K., is a 100% subsidiary of
Russian integrated steel-maker Evraz Group S.A.  ENA is a holding
company for all of the group's operations in the U.S. and Canada.
ENA owns 51% of Evraz Inc. NA Canada (EICA) and 100% of EICA's
counterpart holding company for the U.S. operations.

The outlook revision incorporates S&P's view that ENA will have
constrained operating and financial performance in 2016, though
with some recovery in 2017.  S&P also acknowledges ENA's plans to
invest about US$222 million in its strategic expansion project of
the Regina steel mill to meet the large diameter pipes market
demand for thick-wall pipes.  S&P continues to believe, however,
that ENA will benefit from parental support amid the weak and
volatile pricing environment and industry demand in North American
steel markets.

S&P expects ENA's credit metrics to remain weak in the next 12
months because lower volumes and prices from its energy tubular
business continue to drag on the company's profitability.  S&P
also highlights sluggish demand in the rail segment in the first
quarter of 2016, which poses a risk to ENA's 2016 performance.

Trade cases filed by several domestic steel mills against imports
of corrosion-resistant, cold-rolled, and hot-rolled steel could
support prices, but the impact on credit ratios in 2016 could be
limited.  S&P also expects ENA's tubular segment, which supplies
the oil and gas industry, to remain challenged in 2016-2017
because of depressed prices and lower drilling activity.  This has
prompted S&P to revise down its assessment of ENA's stand-alone
credit profile (SACP) to 'b-' from 'b'.

At the same time, S&P has observed lower import levels and
significant positive pricing dynamics from March 2016.  If
sustained, these factors could support ENA's credit quality.  S&P
thinks that ENA's credit metrics could improve in 2017, if volumes
and prices stay at their strong levels.  This includes funds from
operations (FFO) to debt of 8% and debt to EBITDA of 6x in 2017.
However, these levels are still commensurate with our highly
leveraged financial risk category.  Under its existing capital
structure, ENA does not have large debt maturities until 2019,
which supports its adequate liquidity position, in S&P's view.

S&P's assessment of ENA's highly leveraged financial risk profile
continues to reflect the company's elevated leverage ratios on the
back of strained EBITDA and relatively high book debt.
Nevertheless, at the end of the first quarter of 2016, almost one-
half of ENA's reported debt (US$717 million) comprised a
US$332 million loan from Evraz Group due in 2020, which is
structurally subordinated to US$350 million senior secured bonds
due in 2019.

ENA operates in the tubular, flat, and long segments, where it has
strong market shares.  Still, S&P takes into account the highly
competitive and volatile North American steel market.  ENA's scale
and scope is small compared with that of its rated competitors in
the North American steel market (United States Steel Corp., AK
Steel Corp., and Steel Dynamics Inc.).  As a result, pronounced
price pressure, especially in the tubular and flat segment, and
higher volatility compared with larger peers' weighs on ENA's
credit quality.

S&P continues to consider ENA as a strategically important
subsidiary of Evraz Group, based on ENA's size, some operational
integration with the group, and strategic importance.
Furthermore, S&P believes that the group would most likely support
ENA under almost all foreseeable circumstances.  S&P incorporates
this support by applying a two-notch uplift to its assessment of
ENA's SACP.

The negative outlook on ENA reflects the outlook on the parent.
It also reflects S&P's view that decreasing volumes, a weak and
volatile pricing environment, and a constrained energy market will
hinder ENA's operating performance.  These factors, alongside
ENA's planned investment in the Regina steel mill expansion
project, will continue to put a dent in the company's credit
metrics over the next 12 months.  Notably, S&P thinks that debt to
EBITDA will remain about 8.0x and EBITDA interest coverage will be
around 1.5x in 2016.  S&P also factors in its expectation that
ENA's additional external debt buildup won't be excessive.
Consequently, S&P assumes the company's capital structure will be
sustainable and that its liquidity will remain at least adequate.
S&P also assumes that Evraz Group will continue to provide timely
financial support to ENA.

S&P will likely lower the rating if it lowers the rating on Evraz
Group.

Additionally, S&P would lower its rating if ENA's performance is
further hurt by increasing competition in the North American
market or by lower demand for the steel products and from the oil
and gas sector, in particular.  Dim recovery prospects in 2017,
which would translate into no improvement of the credit metrics in
the next year, or protracted negative FOCF, resulting in a
significant buildup of external debt, would likely lead to a
downgrade.  S&P could also lower its rating if ENA's liquidity
weakens as a result of less robust cash flow generation or
constrained access to its asset-based lending (ABL) facility.

S&P could revise the outlook on ENA to stable if S&P took a
similar action on Evraz Group.  S&P could also consider an outlook
revision to stable, despite the negative outlook on the parent, if
ENA's SACP improved to 'b+'.  In a low- to mid-cycle scenario,
this would require debt to EBITDA of 4x-5x combined with still
adequate liquidity.


SOUTHERN PACIFIC 04-A: S&P Affirms B Rating on Class E Notes
------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on all classes of
notes issued by Southern Pacific Financing 04-A PLC.

The affirmations follow S&P's credit and cash flow analysis of the
transaction information that S&P has received (dated March 2016)
and the application of its U.K. residential mortgage-backed
securities (RMBS) criteria.

Since December 2012, Acenden (the servicer) updates how arrears
are reported, to include amounts outstanding, delinquencies, and
other amounts owed.  Other amounts owed includes, among others,
arrears of fees, charges, costs, ground rent, and insurance.
Delinquencies are principal and interest arrears on the mortgage
loans, based on the borrowers' monthly installments.  Amounts
outstanding are principal and interest arrears after payments by
borrowers are first allocated to other amounts owed.  This
difference in the allocation of payments for the transaction and
the borrower results in amounts outstanding being greater than
delinquencies.  Following FSA Policy Statement 10/9, Acenden is no
longer able to enforce on a mortgage loan if a borrower is only in
arrears of other amounts owed.  However, borrowers remain liable
for these amounts, which must be repaid, at the latest, at loan
redemption.  While delinquencies have stabilized, other amounts
owed have slowly been on the rise.  In S&P's analysis, it has
considered the level of amounts outstanding as the level of
arrears in the portfolio.

The reserve fund has suffered small drawings.  It is at
GBP6.5 million, short of its GBP7.1 million target.  As a result
of these drawings, the transaction's reserve fund is currently at
91.5% of its required amount.

Following the restructuring of the liquidity facility in 2015, the
liquidity facility can now amortize to 12% of the outstanding
rated notes, with a floor of GBP1.5 million.  Its current balance
is GBP2.5 million.

Taking into account the other amounts owed outlined above has led
to a higher weighted-average loss severity (WALS) compared with
S&P's May 10, 2013 review.

Rating     WAFF       WALS
level       (%)        (%)

AAA       37.36      57.33
AA        30.16      44.78
A         23.65      30.63
BBB       18.95      22.38
BB        14.01      18.71
B         11.62      17.64

The transaction has deleveraged, with a current pool factor (the
percentage of the pool's outstanding aggregate principal balance)
of 6.6%.  This increase in available credit enhancement for the
notes, due to the transaction's deleveraging, has been sufficient
to offset the increase in S&P's WALS assumptions since S&P's
previous review.  Therefore, S&P has affirmed its ratings on the
class A, B, C, D, and E notes.

It is worth noting that the class E notes are very sensitive to
senior (fixed) fees due to the transaction's low pool factor.

Under S&P's current counterparty criteria, the maximum potential
rating in this transaction is capped at the long-term issuer
credit rating (ICR) on Barclays Bank PLC (A-/Stable/A-2) as the
guaranteed investment contract (GIC) account provider.  On July 6,
2015, S&P lowered to the long-term ICR on Barclays Bank and
removed from CreditWatch negative S&P's ratings on the class A, B,
and C notes as the bank did not remedy the breach of the rating
triggers on the GIC and transaction accounts.

S&P's credit stability analysis indicates that the maximum
projected deterioration that it would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions is in line with S&P's credit stability criteria.

Southern Pacific Financing 04-A is a U.K. nonconforming RMBS
transaction originated by Southern Pacific Mortgage Ltd.

RATINGS LIST

Class       Rating

Ratings Affirmed

Southern Pacific Financing 04-A PLC
GBP350 Million Mortgage-Backed Floating-Rate Notes

A           A- (sf)
B           A- (sf)
C           A- (sf)
D           A- (sf)
E           B (sf)


TATA STEEL UK: Whittles Down Potential Port Talbot Rescue Bids
--------------------------------------------------------------
Martin Flanagan at The Scotsman reports that Indian multi-national
Tata Steel is understood to have whittled down possible rescue
bids for its key Port Talbot plant in south Wales and others of
its remaining steel mills in Britain to just four.

However, mounting speculation at the weekend suggests two
complications could still derail a rescue on which 11,000 Tata
jobs and tens of thousands in the supply chain hang, The Scotsman
says.

According to The Scotsman, the Indian conglomerate is reportedly
refusing to write off a huge GBP900 million intra-company loan to
its remaining UK arm, insisting that it would have to be repaid by
any new owner.

In addition, industry sources suggested at the weekend that the
Indian conglomerate has not entirely given up on hanging on to the
Port Talbot steelworks amid the personal intervention of prime
minister David Cameron, The Scotsman notes.

The company has noted Whitehall's trailing of the possibility of
multi-million pound loans to help keep the plant going, as well as
the option of taking up to a 25%stake in the business, The
Scotsman relays.

In addition, the government has let it be known it is
investigating ways of slashing the liabilities of the GBP14
billion British Steel Pension Scheme, which is underwritten by
Tata and has a GBP700 million deficit, The Scotsman discloses.

Industry sources, as cited by The Scotsman, said the cumulative
effect had been to make the Indian giant believe there was now a
potentially credible option on the table if none of the offers was
deemed satisfactory.

It is believed potential bidders remaining in the running include
management buyout team Excalibur; commodities group Liberty House,
which took over Tata's steel plants in Clydebridge and Dalzell in
April; and turnaround fund Endless, backed by Wilbur Ross, the
veteran US financier, according to The Scotsman.

Three suitors understood to be not now in the frame are US steel
producer Nucor Corporation; rival Indian steel giant JSW; and
Greybull Capital, the private equity group whose separate GBP1
billion acquisition of Tata's steelworks in Scunthorpe, north
Lincolnshire, is expected to be finalized this week with a GBP400
million financing package, The Scotsman relays.

Tata Steel is the UK's biggest steel company.


* UK: 90-Day Moratorium Proposal to Seriously Impact Creditors
--------------------------------------------------------------
The move to a new model similar to Chapter 11 for UK businesses
heading towards insolvency could have serious consequences for
creditors, cashflow and thousands of small businesses within the
supply chain.

And while new Government proposals do not seek to support failing
businesses without any hope of recovery, the ability to
distinguish the "good" from the "bad" will be almost impossible to
determine and the system open to abuse.

The warning comes from Philip King, Chief Executive of the
Chartered Institute of Credit Management (CICM) in response to a
review of the corporate insolvency framework being undertaken by
Insolvency Service (IS).

A central plank of the IS's proposals is the creation of a new
moratorium, which will provide companies with " . . . an
opportunity to consider the best approach for rescuing the
business whilst free from enforcement and legal action by
creditors.  The proposed moratorium would last for three months,
with the possibility of an extension if needed."

Mr. King says this shift towards a US-style Chapter 11 is fraught
with danger, and that the Government's promise that " . . . a
moratorium is not intended to allow failing businesses merely to
buy time with creditors when in practice there is no realistic
prospect of a rescue or compromise being reached . . . " may ring
hollow to credit professionals: "Viewed positively, this is a 90-
day window for a company to work with a supervisor to turn the
business around, save jobs, and secure a long-term future," he
says.

"Looked at another way, it is 90 days in which the less scrupulous
can fritter away assets whilst being 'untouchable', to the serious
detriment of creditors and the stability of the supply chain."

Mr. King is also concerned about the proposed extension of firms
that can be defined as 'essential' suppliers: "Again while we
understand the logic of preventing 'ransom' payments or changes to
terms, the flip side is that a wider number of firms may later be
caught out should the business ultimately fail."

In the foreword to the consultation, the Rt Hon Sajid Javid,
Secretary of State Department for Business, Innovation and Skills
states: "Whether it's a kitchen-table start-up or massive multi-
national, nobody ever wants to see a company in trouble.  But,
sometimes, insolvency is unavoidable.  And should the worst happen
to a business, we have a duty to give it the best possible chance
to restructure its debts and return to profitability while
protecting its employees and creditors".

"Whereas it is difficult not to agree with the Secretary of
State's ambition, it is naãve to think that the system will not be
open to further abuse by unscrupulous directors without adequate
or appropriate oversight," Mr. King concludes.  "The challenge
will be in ensuring that such oversight is rigorously monitored
and the process sufficiently transparent."  The consultation is
open until July 8, and the CICM will be consulting its members.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *