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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, July 21, 2016, Vol. 17, No. 143


                            Headlines


C R O A T I A

HRVATSKA BANKA: S&P Affirms 'BB/B' ICRs, Outlook Remains Negative


F R A N C E

AREVA SA: Brussels Opens Probe Into State-Backed Rescue Package
FLAMINGO SAS: Moody's Assigns B2 CFR, Outlook Stable
FLAMINGO SAS: S&P Assigns 'B' CCR, Outlook Stable


H U N G A R Y

MOL HUNGARIAN: S&P Raises CCR to 'BB+', Outlook Stable


I R E L A N D

CARLYLE GLOBAL 2013-2: S&P Affirms B Rating on Class E Notes


I T A L Y

WINDERMERE XIV CMBS: S&P Lowers Rating on Class A Notes to BB-


L U X E M B O U R G

LECTA SA: Moody's Assigns B2 Rating to Proposed Sr. Sec. Notes
LECTA SA: S&P Affirms 'B' Corp. Credit Ratings, Outlook Stable


N E T H E R L A N D S

CLONDALKIN INDUSTRIES: S&P Affirms 'B' CCR, Outlook Negative
FAXTOR ABS 2005-1: Fitch Affirms 'CCsf' Rating on Class B Notes
JUBILEE 2016-XVII: Fitch Rates Class F Notes 'B-(EXP)sf'
PROSPERO CLO II: S&P Affirms BB+ Rating on Class D Notes


R U S S I A

ALMAZERGIENBANK: Fitch Affirms 'BB-' LT Issuer Default Ratings
ALROSA PJSC: S&P Raises CCR to 'BB', Outlook Positive
MOSTRANSBANK JSC: Deemed Insolvent, Prov. Administration Halted
RESO-GARANTIA: S&P Affirms 'BB' IFS Rating, Outlook Now Positive
SMARTBANK JSC: Deemed Insolvent, Prov. Administration Halted


S P A I N

BAHIA DE LAS ISLETAS: Moody's Assigns B1 CFR, Outlook Stable
BAHIA DE LAS ISLETAS: S&P Assigns 'B+' CCR, Outlook Stable
BBVA CONSUMO 8: Moody's Assigns B1 Rating to EUR87.5MM Notes
BBVA CONSUMO 8: Fitch Assigns 'CCCsf' Rating to Class B Notes


U K R A I N E

FIDOBANK: Put Under Liquidation, Banking License Revoked


U N I T E D   K I N G D O M

DUNNE GROUP: Enters Administration Following Cash Flow Problems
EQUINOX PLC: Moody's Lowers Rating on Class A Notes to Caa3
GHA COACHES: D Jones to Operate Three Services, Hire Drivers
GREENSANDS UK: Fitch Affirms 'B+' Long-Term Issuer Default Rating
HERCULES PLC: Moody's Affirms B1 Rating on GBP43.95MM B Notes

LOWCOST TRAVELGROUP: Customers May Receive Few Pounds for Claims
LOWCOST TRAVELGROUP: Collapse to Hit Maltese Hotel Operators
STORE TWENTY ONE: Creditors Approve Company Voluntary Arrangement


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C R O A T I A
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HRVATSKA BANKA: S&P Affirms 'BB/B' ICRs, Outlook Remains Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB/B' long- and short-term
issuer credit ratings on Croatian, 100% state-owned development
bank, Hrvatskabanka za obnovu i razvitak (HBOR).  The outlook
remains negative.

                           RATIONALE

S&P equalizes the ratings on HBOR with those on Croatia.  S&P
assess that the sovereign is almost certain to provide timely and
sufficient extraordinary support to HBOR in the event of
financial distress.  S&P do not consider the almost certain
likelihood of support to be subject to transition risk.  S&P
bases its assessment of HBOR on S&P's view of the bank's:

   -- Critical public policy role as the main operator of the
      government's economic, social, and political policy --
      namely, the sustainable development of the Croatian economy
      and the promotion of exports.  The bank's role has widened
      since its formation and has evolved alongside the
      government's strategic goals for the social and economic
      development of the country.  Since 2015, HBOR has
      officially been in charge of coordinating the
      implementation of the investment plan for Europe in
      cooperation with the European Investment Bank and the
      European Investment Fund.

   -- Integral link with Croatia, demonstrated by the state's
      100% ownership, regular oversight, and injections of
      capital.  HBOR benefits from a public policy mandate and
      strong government support.  Croatia guarantees all of
      HBOR's obligations unconditionally, irrevocably, and on
      first demand, without issuing a separate guarantee
      instrument as stipulated by the HBOR Act.  The government
      is closely involved in defining HBOR's strategy; the
      supervisory board includes the ministers of finance and
      economy -- who serve as president and vice president of the
      board -- as well as the ministers of regional development
      and EU funds, agriculture, tourism, and entrepreneurship
      and crafts.  Lastly, the government is continuing its
      capital injections, with the stated goal of HBOR reaching
      total capital of Croatian kuna (HRK) 7 billion over the
      next several years.

HBOR was established in June 1992, tasked with financing the
reconstruction and development of the Croatian economy.  HBOR
lends to both the public and the private sectors, either directly
or through commercial banks.  These banks lend HBOR's funds on to
the ultimate borrowers, who benefit from HBOR's lower funding
cost, while still providing subsidized loans to Croatian
corporates.

HBOR's creditworthiness is linked to that of the sovereign.
Contrary to S&P's previous reviews, it no longer assess a
stand-alone credit profile for HBOR because S&P views the
likelihood of extraordinary government support for the bank as
almost certain.  However, S&P estimates that the bank's
underlying credit quality, absent extraordinary support, is in
the 'bb' category.  This combines S&P's view of the bank's strong
capitalization and the sustainability of its business model as a
government-owned development bank and export credit agency and,
as such, S&P do not consider government support to be subject to
transition risk.

Positively, HBOR has a relatively stable track record of revenue
generation and profitability, which supports internal capital
generation.  HBOR's capital adequacy ratio stood at over 73% in
December 2015, well above the minimum capital requirement for
Croatian banks.  This is set against a tougher operating
environment -- in which the bank is exposed to the economic cycle
and is susceptible to higher-than-average credit losses -- due to
a fast-growing and changing loan book portfolio.  The bank also
exhibits significant, though reduced, single-name concentrations.
As a result of commercial banks' reduced willingness to lend to
the private sector, HBOR's share of direct lending in newly
approved loans increased to 57% in 2015, from 37% the year
before. In turn, HBOR's exposure to the Croatian banking system
through loans that are onlent, primarily to small and midsize
enterprises (SMEs), has been reduced.  S&P understands that this
trend will reverse as the economy continues to recover and
commercial banks' appetite for lending increases again.  The bank
continues to rely on concentrated wholesale funding, especially
from multilateral institutions.  At the same time, the bank
benefits from a sizable liquid asset portfolio and an
unconditional, irrevocable and at first demand guarantee from the
Republic of Croatia, which is embedded in law.

"Of total loans in 2015, 39% were disbursed via other banks
compared with 63% in 2014 and over 88% in 2009.  In addition,
another 4% were disbursed through leasing companies, which is a
new development.  Despite this trend, the bank still intends to
increase its direct exposure to clients through risk-sharing
models with banks as well as meeting increasing demand for direct
loans from clients.  Furthermore, loan exposures have been
changing over the past five years from short-term working capital
loans toward longer-term, new investment projects.  In 2015, 82%
of approved funds were for capital investments and 18% for
working capital needs.  HBOR has placed particular emphasis on
new loans that target companies emerging from pre-bankruptcy
settlement proceedings, as well as start-up businesses, in order
to support new growth in the economy.  We therefore expect that
HBOR's higher risk appetite may result in some deterioration in
asset quality over the next 12 to 18 months.

"Furthermore, HBOR's role in facilitating EU funds absorption has
been crucial, especially for SMEs.  In fact, HBOR has
significantly intensified its role in funding SMEs.  In 2015, 94%
of total loans approved were to SMEs, increasing the share of
total loan portfolio to this sector to 41%.  In light of the
government's economic agenda, we believe that HBOR will continue
to play a vital role as demonstrated by the state's continued
capital injections and growth in new lending.  In 2015, the
Croatian government injected HRK32.9 million, increasing the
total amount of capital contributed by the states to HRK6.5
billion, or 67% of total equity at end-2015.  The Croatian
government is planning a further HRK500 million capital injection
over the next couple of years at roughly the same pace as last
year.  The year 2015 was also marked by a hike in direct lending,
as the share of directly approved new loans increased to more
than half, that is 57% from an average of 34% over 2010-2014,"
S&P said.

                           OUTLOOK

The negative outlook on HBOR reflects that on Croatia.  As S&P
equalizes the ratings on HBOR with those on Croatia, S&P would
lower the ratings on HBOR if it lowered our sovereign ratings on
Croatia.

In addition, S&P could lower the ratings on HBOR if S&P revised
its view of the likelihood of sufficient and timely extraordinary
support from the state, for example if S&P considered that the
bank's role for, or link to, the Croatian government had
weakened.

A revision of S&P's outlook on Croatia to stable would lead to
the same action on HBOR.


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F R A N C E
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AREVA SA: Brussels Opens Probe Into State-Backed Rescue Package
---------------------------------------------------------------
Alex Barker and Anne-Sylvaine Chassany at The Financial Times
report that Brussels has opened a full probe into France's state-
backed rescue package for Areva, raising the possibility of
stricter restructuring conditions being attached to public
support for the nuclear reactor maker.

Margrethe Vestager, the EU's competition commissioner, said that
the size and importance of the proposed rescue would require a
careful review to ensure "the restructuring plan is sound and the
state aid does not unduly distort competition", the FT relates.

As part of an intervention that is set to overhaul dramatically
the country's energy sector, the French government backed a big
recapitalization to save the state-controlled group, the FT
relays.  Brussels said France informed it of a public capital
injection worth EUR4 billion in April, the FT recounts.

While such state support for restructuring can be permitted in
certain circumstances, the package of aid usually comes with EU
conditions, the FT notes.  It must contribute to "an objective
common interest" while avoiding distorting competition in
markets, the FT says.

One of the European Commission's priorities in the investigation
is to test the viability of Areva's post-recapitalization
business model to ensure it does not require further rounds of
state money, which are banned under the EU's "one time, last
time" principle on such aid, the FT states.

Areva SA is a France-based company that offers technological
solutions for nuclear power generation.


FLAMINGO SAS: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a first-time B2 Corporate
Family Rating and B2-PD Probability of Default Rating (PDR) to
Flamingo SAS, future parent company of Foncia Holding SAS group.
Consequently, Moody's has assigned (P)B2 ratings to EUR803
million 7-year senior term loan B, EUR50 million 7-year senior
acquisition /capex facility and EUR150 million 6-year revolving
credit facility (RCF) borrowed within Foncia group.  The outlook
on all ratings is stable.

The rating action follows the announcement that Partners Group
had signed an agreement on July 4, 2016, to acquire Foncia Group
from Bridgepoint and Eurazeo.  The proceeds from credit
facilities listed above, alongside EUR187 million second-lien
debt and c. EUR915 million equity and shareholder loans from
shareholders led by Partners Group, will be applied to pay the
purchase price for the acquisition, refinance existing debt and
pay associated fees and expenses.  The acquisition is expected to
complete in September 2016.

The ratings have been assigned on the basis of Moody's
expectation that the transaction will close as anticipated.
Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only.  Upon a conclusive
review of the final documentation, Moody's will endeavor to
assign definitive ratings to the senior credit facilities.
Definitive ratings may differ from provisional ratings.

The ratings take into account these factors:

   -- The company's leading position within a fragmented market,
      high level of recurring revenue stream as well as growth
      opportunities via add-on acquisitions
   -- Concentration in French residential housing market and high
      leverage combined with acquisition debt financing

                         RATINGS RATIONALE

The assigned B2 CFR reflects revenue concentration of Foncia in
France, which accounted for 90% of revenues in 2015, and in
residential real estate services, which is subject to regulatory
risk.  Pro forma for the proposed capital structure we expect the
company's financial leverage (gross Moody's adjusted) to reach
6.8x at year-end 2016 (pro forma for impact of acquisitions),
which is considered high for the assigned rating category.
Furthermore, the acquisitive nature of Foncia's growth strategy
may slow down the deleveraging when acquisitions are debt-
financed.

Positively, the ratings reflect Foncia's leading position in the
French residential real estate services market which provides
consolidation opportunities through acquiring smaller players.
Foncia's core divisions - Lease Management, Joint Property
Management and Renting - benefit from inherently recurring
business (at around 88% of total revenue), providing good revenue
visibility from Foncia's core operations.  The material cost
reduction program implemented in recent years has helped to drive
margin improvement while solid free cash flow generation is
expected to continue.

The French real estate market in which Foncia operates is a
fragmented industry, where Foncia is the market leader with a 14%
share according to the company (in 2015).  The market
consolidation is ongoing, with larger players focusing on
external growth through acquisitions.  Foncia's scale provides
the company with a competitive advantage against smaller and
local players because it can industrialize processes leading
potentially to cost savings, replicate best practices across its
network of branches to ensure consistent quality of service and
adapt more easily to regulatory changes.

Foncia has an adequate liquidity profile.  As of transaction
closing Moody's assumed EUR15 million cash on balance sheet as
well as fully undrawn EUR150 million RCF.  The group has achieved
positive free cash flow for the last five years; averaging around
EUR45 million in free cash flow (before acquisitions) each year.
Moody's expects positive free cash flow to continue although the
increased acquisition capex in 2016 leads to acquisition/capex
facility partial utilization.

The proposed terms of documentation include a EUR150 million RCF
which can be used for acquisitions and EUR50 million
acquisition/capex facility.  Furthermore, the company could raise
additional acquisition debt up to EUR100 million as well
additional amounts allowing it to return first lien net
debt/EBITDA to its opening leverage level of 5.25x.  Moody's
expects Foncia's gross leverage (adjusted by Moody's) to be
sustained at 6.0-6.5x EBITDA.  The terms and conditions of
EUR366 million shareholder loan present in the structure satisfy
Moody's equity criteria.

There is a single springing leverage covenant on RCF if at least
35% of facility is drawn with ample headroom (net senior leverage
of 8.1x until 2022).

The stable outlook reflects Moody's expectation of Foncia's
continued EBITDA growth driven by a combination of organic growth
and contribution from smaller bolt on acquisitions in the absence
of a substantial change in operational or regulatory environment.
It also reflects a successful integration of the acquisitions
without negative impact on the company's leverage or liquidity.

While unlikely at this stage, positive pressure could arise if
Foncia's credit metrics were to improve as a result of stronger-
than-expected operational performance, leading to (i) Moody's
adjusted debt/EBITDA ratio (proforma for acquisitions) falling
sustainably below 5.0x; and (ii) and the company's FCF/debt ratio
increases towards 10%.  Negative pressure could occur as a result
of (i) Moody's adjusted debt/EBITDA ratio (proforma for
acquisitions) failing to fall below 6.5x during the next 12-18
months; or (ii) free cash flow turning negative with a negative
impact on liquidity.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.

Headquartered in France, Foncia is a leading provider of
residential real estate services through a network of
approximately 650 branches.  Foncia's core services include,
Joint-Property Management (30% of FY15 revenues), Lease
Management and Renting (38%) and Real Estate Brokerage (12%).
For the last twelve months (LTM) ending March 2016, Foncia
generated revenues of around EUR708 million and a reported EBITDA
of EUR133 million resulting in EBITDA margin of 18.8%.


FLAMINGO SAS: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to French residential real estate services company
Flamingo SAS, the future parent company of operating subsidiary
Foncia Groupe S.A.  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
proposed first-lien credit facilities to be borrowed by Flamingo.
The recovery rating on the first-lien credit facilities is '4',
indicating S&P's expectation of average recovery in the higher
half of the 30%-50% range in the event of a payment default.

S&P's rating on Flamingo SAS (Foncia) reflects the company's
leading market position in the residential real estate services
(RRES) market in France, where it had an overall market share of
about 14% in 2015.  Foncia's chief activities include joint
property management, lease management, renting, and brokerage
services.  Its operations are largely focused on France (90% of
revenues), and it has a small presence in Switzerland, Germany,
and Belgium.

Over the past few years, Foncia has expanded its customer base by
successfully buying and integrating smaller players.  It has also
absorbed larger competitors, such as Tagerim in 2013, and has
built a good track record on the acquisition and integration of
targets.  S&P views Foncia as well-positioned to benefit from the
current consolidation trends in the RRES markets.  S&P also views
as positive that much of its operating cash flow is generated
from recurring income, mainly through its management of jointly
owned properties and lease management operations, for which its
churn rates have been historically low at less than 5% and 10%,
respectively.

Foncia's exposure to the more-cyclical real estate transaction
market is limited to its brokerage activities (about 12% of
revenues).  S&P expects the brokerage activities to benefit from
positive trends in the next two years, in line with its
performance in 2015, when the French economy saw a slow recovery.
S&P's latest forecasts for real GDP growth in France are 1.5% in
2016 and 1.2% in 2017, and S&P expects house prices to stabilize
in 2016 and to grow by 3% in 2017.

"Our assessment of Foncia's fair business risk profile is
constrained by its limited scale and geographic concentration in
France (which accounts for about 90% of revenues in 2015).  We
understand that Foncia plans on modestly expanding its activities
in Switzerland, Belgium, and Germany, mainly through
acquisitions. However, it will take some time for Foncia to build
a more geographically balanced customer base. Foncia's high
concentration on the French market also enhances, in our view,
its exposure to potential regulatory changes that could be
detrimental to its business," S&P said.

The financial and operational impact of the recent implementation
of the French law "Alur" was relatively limited.  However, future
regulation on rent caps could be more disruptive to Foncia's
lease management and renting business.

S&P will also monitor any developments relating to the claim
initiated by French consumer association UFC Que Choisir in
October 2014.  The claim is not expected to have more than a
limited financial impact, but it highlights a degree of
reputational risk which could affect Foncia's operations.

"Our assessment of Foncia's financial risk profile mainly
reflects its high leverage--we forecast that its S&P Global
Ratings-adjusted debt to EBITDA for 2016 will be about 8.0x,
following the acquisition by Partners Group.  Foncia's capital
structure will include a senior term loan of EUR803 million,
second-lien notes of EUR187 million, a revolving credit facility
(RCF) of
EUR150 million, and an acquisition and capital expenditure
(capex) facility of EUR50 million.  The capital structure will
also include a EUR366 million shareholder loan provided by
Partners Group.  We consider this shareholder loan as equity,
given it is subordinated to all the first-lien and second-lien
debt, has a maturity date at least six months after all the
senior facilities, and is "stapled" to the common equity (that
is, it will be sold as a unit with common equity)," S&P said.

S&P acknowledges Foncia's good operating cash flow generation.
However, S&P do not forecast that leverage will improve close to
5.0x over the next two years, mainly because S&P understands that
Foncia plans to spend heavily on acquisitions, and S&P views its
financial policy as relatively aggressive.

Foncia's good funds from operations (FFO) cash interest coverage
of above 2.5x and S&P's assessment of adequate liquidity
mitigates this high leverage to some extent.

S&P's base case assumes:

   -- High-single-digit revenue growth in the next two years,
      which will include a lot of acquisition activity.  Foncia
      expects to spend over EUR100 million on acquisitions in
      2016.  Stable to slightly improving adjusted EBITDA margins
      of about 20%, as a result of modest economies of scale and
      synergies from external growth.

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

   -- Adjusted debt-to-EBITDA ratio of 8.0x at 2016 year-end,
      reducing toward 6.5x over the next 24 months, mainly
      through EBITDA growth.  S&P's debt-to-EBITDA ratio also
      includes its adjustment for operating leases, which relates
      mostly to the leasing of agencies.

   -- FFO cash interest coverage of about 2.6x-2.7x over the next
      two years.

The stable outlook reflects S&P's view that Foncia should
continue to deliver positive free operating cash flow (FOCF) over
the next two years and that liquidity should remain adequate.
S&P's base case assumes that revenues will grow over the next
couple of years as a result of external acquisitions and growth
in Foncia's core segments and services.  The outlook further
assumes that Foncia's FFO cash interest coverage will stay above
2.5x in the next two years.

S&P could lower the rating on Foncia if it experienced a material
decrease in cash from operations due to unexpected negative
implications from new regulatory changes or litigation, or a
strengthened competitive landscape, leading to a material
reduction in fees and margins.  Specifically, S&P could take a
negative rating action if FFO cash interest coverage fell to
meaningfully less than 2.5x, or if FOCF turned negative.

S&P could raise the rating if Foncia expands its EBITDA base and
FOCF generation significantly over the next 12 months, and
consolidated leverage moves toward 5x on a sustainable basis.  An
upgrade would also imply a strong commitment from the new owner
Partners Group not to increase the leverage back to higher levels
to increase shareholders' remuneration.


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H U N G A R Y
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MOL HUNGARIAN: S&P Raises CCR to 'BB+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating
on MOL Hungarian Oil and Gas PLC to 'BB+' from 'BB'.  The outlook
is stable.

S&P also raised its issue rating on MOL's senior unsecured bonds
to 'BB+' from 'BB'.  In addition, S&P withdrew all its ratings on
subsidiary Magnolia Finance Ltd. as per the issuer's request.

The upgrade primarily reflects S&P's expectations that MOL's
credit metrics will be stronger than S&P anticipated due to the
downstream division's better performance.  S&P now forecasts
MOL's funds from operations (FFO) to debt, as adjusted by S&P
Global Ratings, at 45% on average over 2016-2018, which S&P sees
as commensurate with an intermediate financial risk profile.  S&P
also thinks that with reduced capital spending, the company will
likely generate positive discretionary cash flows even under
S&P's assumption of an industry-wide 30% contraction in refining
margins in 2016.

Record high refining and petrochemical margins mainly drove the
doubling of downstream EBITDA in 2015.  That said, S&P recognizes
that a substantial part of the growth followed structural
improvements in the refining business, which should support cash
flow resilience even in a weaker market environment.  S&P notes
that the company is progressing well with its efficiency
improvement program, and its growth projects in petrochemicals
(butadiene and polyethylene) along with investments in retail
should bring in about $150 million in EBITDA per year.

In S&P's base-case scenario for MOL, S&P assumes:

   -- A Brent oil price of $40 per barrel (/bbl) for the rest of
      2016, $45/bbl in 2017, and $50/bbl in 2018 and thereafter.
      30% weaker refining margins in 2016 compared with 2015.
      Cash capital expenditures (capex) of Hungarian forint (HUF)
      350 billion-HUF400 billion ($1.2 billion-$1.4 billion).

   -- Dividends of HUF50 billion-HUF80 billion.

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

   -- FFO to debt of about 40% in 2016, improving to 45%-50% in
      2017-2018.
   -- Positive discretionary cash flow in 2016-2018.

S&P's assessment of MOL's business risk profile as fair reflects
the group's diversification across upstream activities, refining,
petrochemicals and retail operations in Central and Eastern
Europe. MOL's two main refineries are strategically located,
highly complex, integrated plants.  However, MOL is particularly
exposed to Hungary and is smaller in terms of production than
peers that have a stronger business risk assessment.  S&P's
assessment is also constrained by the ongoing dispute with the
Croatian authorities over MOL's 49% owned subsidiary INA, which
S&P views as strategically important for the company.

Under S&P's criteria, it regards MOL as a government-related
entity (GRE), but this is neutral for the rating.  S&P assess
MOL's role for and link with the Hungarian government as
important and limited, respectively.  This leads to S&P's view of
a moderate likelihood of timely and sufficient extraordinary
support from the Hungarian government (BB+/Stable/B) to MOL in
the event of financial distress.  The Hungarian government owns
about 25% of MOL.

The stable outlook on MOL balances S&P's view on:

   -- The near-term challenging industry outlook under S&P's oil
      price assumption of $40-$50/bbl over 2016-2018 and a 30%
      narrowing in refining margins in 2016; and

   -- S&P's expectation that the company's credit metrics will
      gradually improve on the back of cost optimization and
      material capex reduction, which should allow for positive
      free cash flow generation.

S&P expects that MOL's FFO to debt will stay at about 45% on
average over 2016-2018, and likely somewhat short of this level
in 2016.  S&P thinks the company's previously made investments in
refineries should support resilient cash flow generation, even
under our assumption of reduced refining margins.

S&P could lower its rating on MOL if its performance weakened
markedly, owing to an even sharper decline in downstream margins,
or if the company's debt increase substantially from the current
level due to acquisitions or financial policy decisions.
Downside rating risk could materialize if FFO to debt decreased
to sustainably below 40%.

S&P could raise the rating if it saw a pronounced improvement in
MOL's business, particular on the upstream side.  MOL could
achieve such improvement if it positively resolved the conflict
with Croatian authorities related to its subsidiary INA or it
otherwise increased the scale of its upstream business.  S&P
could also raise the rating if MOL's credit metrics improved
further, with FFO to debt at higher than 60%, although S&P sees
this scenario as unlikely in the next 12-18 months.

Upside rating potential also depends on MOL's ability to sustain
a hypothetical default of Hungary, which S&P currently rates at
the same level as MOL.


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I R E L A N D
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CARLYLE GLOBAL 2013-2: S&P Affirms B Rating on Class E Notes
------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Carlyle Global
Market Strategies Euro CLO 2013-2 Ltd.'s class A-1, A-2A, A-2B,
B, C, D, and E notes.

The affirmations follow S&P's assessment of the transaction's
performance using data from the May 2016 trustee report.  S&P
performed a credit and cash flow analysis and applied its current
counterparty criteria to assess the support that each participant
provides to the transaction.

Taking into account the scheduled end of the reinvestment period,
S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
of notes at each rating level.  The BDR represents S&P's estimate
of the maximum level of gross defaults, based on its stress
assumptions, that a tranche can withstand and still pay interest
and fully repay principal to the noteholders.  In S&P's analysis,
it used the reported portfolio balance that it considered to be
performing (EUR324.8 million), the covenanted weighted-average
spread (4.25%), and the weighted-average recovery rates for the
portfolio.

In S&P's analysis, it considered the increased credit enhancement
available to the outstanding classes of notes.  S&P's review of
the transaction highlights that the available credit enhancement
for all the classes of notes has increased marginally since S&P's
2014 review.

S&P incorporated various cash flow stress scenarios using its
standard default patterns and timings for each rating category
assumed for each class of notes, combined with different interest
stress scenarios as outlined in S&P's corporate cash flow
collateralized debt obligation (CDO) criteria.

The transaction's assets have exposure to the Kingdom of Spain
and the Republic of Italy, equating to 5.3% and 2.1%,
respectively, of the transaction's total performing asset
balance.  Accordingly, S&P did not make any adjustments to the
asset balance through the application of its nonsovereign ratings
criteria.

S&P also applied its supplemental tests, as outlined in its
corporate cash flow CDO criteria, and found that these did not
constrain the modeled rating results for any tranche.  Overall,
the results of S&P's credit and cash flow analysis are
commensurate with the currently assigned ratings.

Carlyle Global Market Strategies Euro CLO 2013-2 is a cash flow
collateralized loan obligation (CLO) transaction that securitizes
loans granted to primarily speculative-grade corporate firms.
The transaction closed in September 2013, with the reinvestment
period due to end in October 2017.

RATINGS LIST

Ratings Affirmed

CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2013-2 Ltd.
EUR335.9 Million Notes (Including EUR296.3 Million Fixed And
Floating-Rate Notes And EUR39.6 Million Subordinated Notes)

Class       Rating

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


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


WINDERMERE XIV CMBS: S&P Lowers Rating on Class A Notes to BB-
--------------------------------------------------------------
S&P Global Ratings lowered to 'BB- (sf)' from 'BB+ (sf)' its
credit rating on Windermere XIV CMBS Ltd.'s class A notes.  At
the same time, S&P has affirmed its ratings on the class B, C, D,
E, and F notes.

The rating actions follow S&P's review of the two remaining loans
in this transaction.

                   FORTEZZA II LOAN (83.9% OF THE POOL)

The loan is secured by 11 office properties in Italy, 10 of which
are in Rome and one is in Pescara.  The buildings are
predominately let to entities linked to the Ministry of Economy
and Finance of the Italian Government.  The current outstanding
securitized balance is EUR226.6 million.

An updated January 2015 valuation of the properties reports the
value to be EUR152.9 million, which includes 70% of the value of
the vacant property that was granted as additional security for
the loan.  The other 30% is for the benefit of another loan in
the Windermere X CMBS Ltd. transaction.  The loan's securitized
loan-to-value (LTV) ratio is 154.6%.

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

                   SISU LOAN (16.1% OF THE POOL)

The loan is currently secured against 49 predominately retail and
office properties in Finland.

The borrower failed to repay the outstanding principal at its
original loan maturity date in April 2012.  The loan was extended
until April 2103, but a payment default occurred following the
failure of the borrower to meet the agreed extension targets.  As
a result, the loan was transferred into special servicing in
April 2013.  The loan is currently in standstill and has an
outstanding securitized balance of EUR43.5 million.

As of the April 2016 interest payment date, the securitized LTV
ratio was 45%, based on a March 2013 valuation.  S&P believes
this value is unlikely to reflect current market conditions.

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

                        RATING RATIONALE

S&P's ratings in Windermere XIV CMBS address the timely payment
of interest, payable quarterly in arrears, and the payment of
principal no later than the legal final maturity date in April
2018.

Although S&P considers the available credit enhancement for the
class A notes to be sufficient to mitigate the risk of losses
from the underlying loans in higher rating stress scenarios, S&P
believes that this class of notes has become vulnerable to timing
risk relating to the repayment of principal no later than the
legal final maturity date in less than two years.  S&P has
therefore lowered to 'BB- (sf)' from 'BB+ (sf)' its rating on the
class A notes, in accordance with S&P's credit stability
criteria.

The available credit enhancement for the class B notes is
sufficient to mitigate the risk of losses from the underlying
loans at the currently assigned rating.  S&P also notes that this
class of notes continues to be exposed to timing risk relating to
the repayment of principal no later than the legal final maturity
date.  S&P has therefore affirmed its 'B- (sf)' rating on the
class B notes.

S&P has affirmed its 'CCC+ (sf)', 'CCC (sf)', and 'CCC-(sf)'
ratings on the class C, D, and E notes, respectively.  S&P
continues to believe that the repayment of these classes depend
on favorable economic conditions.  This is in line with S&P's
criteria for assigning 'CCC' category ratings.

S&P has affirmed its 'D (sf)' rating on the class F notes because
they have experienced principal losses.  This is in line with
S&P's criteria.

RATINGS LIST

Class           Rating
          To              From

Windermere XIV CMBS Ltd.
EUR1.112 Billion Commercial Mortgage-Backed Floating-Rate Notes

Rating Lowered

A         BB- (sf)        BB+ (sf)

Ratings Affirmed

B         B- (sf)
C         CCC+ (sf)
D         CCC (sf)
E         CCC- (sf)
F         D (sf)


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


LECTA SA: Moody's Assigns B2 Rating to Proposed Sr. Sec. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD4) rating to the
proposed new senior secured notes of Lecta S.A. aimed to
refinance its existing debt.  Moody's also affirmed Lecta's B2
Corporate Family Rating (CFR) and the B2-Probability of Default
Rating (PDR).  The outlook on all ratings remains stable.

The proceeds from the proposed up to EUR590 million bond
issuance, issued in two tranches of Floating Rate Notes due in
2022 and Fixed Rate notes due in 2023, will be used to extend the
debt maturity profile by redeeming the existing EUR390 million
secured floating rate notes due in 2018 and the existing EUR200
million secured fixed rate notes due in 2019.  Concurrently, the
existing and currently undrawn EUR80 million revolving credit
facility due in 2018 will be replaced by a new 6-year EUR65
million revolving credit facility, that can be increased to EUR80
million.

                          RATINGS RATIONALE

Despite its improving while still weak credit metrics for the
assigned rating level, the B2 CFR is reflective of the group's
market leading positions in coated wood free and specialty paper
in its main markets of Southwestern Europe and second in terms of
market share for CWF in Western Europe behind Sappi.  Lecta's
forward integration into its own distribution business in Spain,
France, Italy and Portugal has helped to stabilize sales volumes
in recent years while continuous restructuring including
substantial headcount reductions since 2006 had been necessary to
adjust the business profile to market demand.  Moreover, Lecta
has undertaken successful efforts, particularly since 2013, in
diversifying and converting production capacities towards
specialty paper.

Conversely, the rating is constrained by the small scale of Lecta
as indicated by sales of about EUR1.47 billion during LTM 2016 as
well as regional geographic concentration with about 75% of sales
in Europe, predominantly Southern Europe (49%).  In addition,
Lecta's still narrow product focus on the structurally challenged
coated wood free paper market is amplified by its inherent
cyclicality.  Notwithstanding, Lecta's partial integration (30%)
into pulp has mitigated some of the cost volatility in the past.
Moody's also cautions that the price competitive nature of the
industry is exacerbated by periodic demand supply imbalances
while highly volatile input costs add to margin volatility.

Lecta's current business plan envisages substantial growth
investments over the next couple of years to help transform the
business and diversify away from CWF.  Following deleveraging
from 12.2x in 2013 to 7.9x as per March 2016 in terms of Moody's
adjusted debt/EBITDA, the rating agency expects that leverage
will remain above 6.0x through 2017 given the largely non-
amortizing debt structure and only moderate gradual improvements
in profitability.  Leverage of above 6x positions Lecta weakly in
the B2 rating category.  In addition, free cash flow generation
is expected to remain negative through 2017 as a result of
mentioned ongoing investments.  The rating affirmation of the
group's B2 CFR hinges on our expectation that Lecta will return
to positive free cash flow generation in the short-to medium term
following successful execution of its transformation activities.

Lecta maintains a solid liquidity position, supporting the
current rating level while predicated on recovery to positive
free cash flow generation following temporarily increased capital
expenditure related to strategic projects in the coming years.
The issuer's two main internal liquidity sources are cash and
cash equivalents of EUR137 million as of March 2016 and funds
from operations of around EUR48 million during the next 12 to 18
months.  In addition, the company will have access to a EUR65
million revolving credit facility, that can be upsized to EUR80
million, maturing in 2022.  The facility does not contain any
material conditionality language such as maintenance financial
covenants.  These sources are deemed to be sufficient to cover
expected cash outflows related to capital expenditure which we
estimate at around EUR60 million for the next 12 to 18 months as
well as moderate seasonal working capital swings.  Following the
envisaged refinancing there will be no material debt maturities
before 2022 when the RCF matures.

The B2 rating of the EUR590 million senior secured notes is in
line with the group's corporate family rating, reflecting the
limited amount of priority debt ranking ahead of these notes,
relating to the EUR65 million super priority Revolving Credit
Facility.  The secured notes have been issued by Lecta S.A., a
holding company and are guaranteed on a secured basis by all
major subsidiaries and are secured by share pledges, certain bank
accounts and receivables.  The Revolving Credit Facility benefits
from essentially the same guarantee and collateral package as the
proposed notes, but has priority access to enforcement proceeds
in a default scenario.

Lecta's continues to be weakly positioned at the B2 rating level,
however the stable outlook reflects Moody's expectation of an
improving performance through 2016.  The stable outlook is
despite Lecta's credit metrics currently not aligned with Moody's
expectations for a B2 rating, i.e. mid-single digit EBITDA
margins and debt/EBITDA above 7x (6% and 7.9x per LTM March
2016). Moreover, Moody's expects moderate to negative free cash
flow generation during 2016, partly a function of elevated capex
and continued restructuring costs, while profitability is
expected to improve gradually.  This is due to improved operating
rates and gradual switch towards the higher margin specialty
paper grades as well as continued industry wide production
capacity adjustments in CWF during 2015 and 2016.

At this stage unlikely, Moody's would consider a positive rating
action if Lecta's operating performance was to improve and the
company successfully executes its commercial strategy and cost
cutting plans, resulting in improving profitability through 2016
and better visibility for marked improvements.  Quantitatively, a
positive rating action would be considered if EBITDA margins were
to improve towards 9% (per LTM-March 2016: 6%), debt/EBITDA to
below 6x (7.9x), all metrics as adjusted by Moody's.

The ratings could be subject to negative rating action as a
result of decline in financial performance and Lecta being unable
to timely substitute declining volumes in coated wood free
products with a rising share in higher-margin specialty papers.
Quantitatively, we could downgrade the ratings if Lecta's
debt/EBITDA as adjusted by Moody's was to remain above 7x (per
LTM-March 2016: 7.9x), EBITDA margins below 6% (6%) and prolonged
negative FCF generation resulting in accelerated cash consumption
affecting Lecta's liquidity profile.

Following is a summary of Moody's rating actions on Lecta:

Assignments:

Issuer: Lecta S.A.

  Senior Secured Regular Bond/Debenture due in 2022, Assigned B2
   (LGD 4)
  Senior Secured Regular Bond/Debenture due in 2023, Assigned B2
   (LGD 4)

Affirmations:

Issuer: Lecta S.A.
  Probability of Default Rating, Affirmed B2-PD
  Corporate Family Rating, Affirmed B2

Outlook Actions:

Issuer: Lecta S.A.
  Outlook, Remains Stable

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Lecta, with legal headquarters in Luxembourg and operating
headquarters in Barcelona (Spain), is a leading coated fine paper
manufacturer in Italy, France and Spain.  The company also has a
specialty paper division and operates a 234,000 metric ton pulp
mill in Spain, which provides approximately 30% of its overall
pulp requirements, as well as a distribution business in Italy,
Spain, Portugal and France.  During the last twelve months (LTM)
period ended March 2016, Lecta generated more than EUR1.47
billion of sales.  The company is controlled by private equity
funds managed by CVC Capital Partners since 1997.


LECTA SA: S&P Affirms 'B' Corp. Credit Ratings, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' long-term
and 'B' short-term corporate credit ratings on Luxembourg-
registered paper producer Lecta S.A.  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
proposed EUR590 million senior secured fixed-rate notes due 2023
and senior secured floating-rate notes due 2022.  The recovery
rating is '4', reflecting S&P's expectation of recovery in the
lower half of the 30%-50% range in the event of default.

S&P also affirmed its 'B' issue and '4' recovery ratings on the
existing senior secured fixed- and floating-rate notes.  Lecta
intends to use the proceeds of the proposed issuance to fully
refinance its existing debt.  S&P will withdraw these ratings
upon repayment of the facilities.

The issue and recovery ratings on the proposed senior secured
notes are based on preliminary information and are subject to the
successful issuance of these notes and S&P's satisfactory review
of the final documentation.

The affirmation follows Lecta's announcement that it intends to
refinance its outstanding notes to extend its debt maturity
profile.  S&P thinks this transaction is positive because it
enables Lecta to maintain a strong liquidity profile and removes
material debt maturities for the coming six years.  This in turn
will enable the company to continue its strategic plan of
expanding its specialty paper business to offset the structural
decline in the core coated woodfree (CWF) paper business.

While positive for the company's liquidity profile, the
contemplated transaction has no impact on the rating because the
company's financial risk profile will remain highly leveraged.
S&P expects a gradual improvement in credit metrics for the
coming years, with funds from operations (FFO) to debt increasing
beyond 10% in 2016 and improving further in 2017, compared with
8.8% for 2015.  S&P adjusted Lecta's reported debt as of Dec. 31,
2015, by adding operating lease obligations (EUR16 million) and
pension obligations (EUR16.9 million).  S&P do not deduct any
cash from reported debt because it do not consider it surplus,
due to the company's private equity ownership (the company is
majority owned by CVC), which S&P views as a further constraint
to the financial risk profile.

"Our business risk assessment is constrained by Lecta's large
exposure to CWF paper, which constituted about 60% of its sales
and 65% of EBITDA in 2015.  Demand for CWF paper, which is
primarily used for magazines, catalogues, and direct advertising,
is in a structural decline due to digital substitution, and
demand fell by 3.1% in Europe during 2015 according to industry
association Euro-Graph.  We consider the market for CWF paper to
be commoditized, fragmented, and highly competitive, with some
producers competing on price.  This has resulted in poor
profitability across the sector, with most players exhibiting
EBITDA margins below 10%," S&P said.  S&P also considers Lecta's
low backward integration into pulp as a weakness for the business
risk profile, since it exposes the company to volatile pulp
prices.

Partly mitigating these weaknesses is Lecta's strategy to
increase its sales of various specialty paper grades, which are
generally priced higher than CWF paper and not exposed to
cyclical declines in demand.  These grades constituted about 27%
of Lecta's sales and EBITDA in 2015, and S&P expects these
proportions will rise further in the coming years as CWF volumes
fall and the demand for specialty paper increases.  S&P also
views positively Lecta's forward integration into paper
distribution, since it provides stability to working capital and
reduces trade credit risk.

The stable outlook reflects S&P's expectation of Lecta's slightly
improving operational performance in 2016 and 2017.  While S&P
expects slightly increasing EBITDA generation due to a higher
proportion of specialty paper products, S&P do not think that
cash flow generation will be strong enough to improve Lecta's
credit metrics substantially.

S&P considers that a downgrade is remote in the coming 12 months,
thanks to Lecta's comfortable liquidity profile and S&P's
expectation of slightly improving EBITDA generation.  S&P could,
however, lower the rating if operating performance deteriorated
significantly below S&P's base case, in turn weakening credit
metrics.  A downgrade could for example follow a decrease in FFO
to debt to below 6% for a long period.

An upgrade is unlikely in the coming 12 months, due to S&P's
expectation that a tough industry environment for CWF paper will
constrain a substantial improvement in Lecta's credit metrics.
Over time, S&P could consider a higher rating if it was to
forecast FFO to debt at above 12% on a sustained basis.  In
addition, any ratings upside would be dependent on a commitment
from Lecta's owners to maintain stronger credit metrics.


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


CLONDALKIN INDUSTRIES: S&P Affirms 'B' CCR, Outlook Negative
------------------------------------------------------------
S&P Global Ratings revised its outlook on Netherlands-based
packaging group Clondalkin Industries B.V. to negative from
stable.

At the same time, S&P affirmed its 'B' long-term corporate credit
rating on Clondalkin Industries.

S&P also affirmed its 'B' issue ratings on the $35 million
revolving credit facility (RCF) due 2018 and $135 million senior
secured first-lien term loan due 2020, issued by Clondalkin
Acquisition B.V.  The recovery rating on these facilities is '4',
indicating S&P's expectation of 30%-50% recovery prospects (in
the lower half of the range) in the event of a payment default.

The outlook revision follows Clondalkin Industries' weaker-than-
expected results in 2015 and in the first quarter of 2016, partly
due to some one-off expenses and also noting that an uncertain
macroeconomic environment has led S&P to further lower its base-
case forecasts.  Furthermore, interest accruing on the group's
substantial shareholder loans will hamper further deleveraging
potential.  As a result, S&P now anticipates that fully adjusted
leverage may not fall below 12x (or below 5x excluding
shareholder loans) in 2016 from nearly 18x in 2015, whereas
previously S&P had forecast that it would.

S&P's calculation of leverage includes shareholder loans of about
EUR241 million (including accrued interest) at the Clondalkin
Group Holding level at the end of 2015, which generate payment-
in-ind (PIK) interest at 7.57%.  No cash interest can be paid on
these loans until redemption, which has so far been a support for
the rating.  Excluding these instruments, adjusted senior
leverage at the end of 2015 was 7.5x, which was significantly
weaker than S&P had expected (S&P had previously forecast that
this would reduce to less than 5x).  S&P's updated forecasts now
suggest that leverage could remain above 14x over the coming
years and more than 5x, excluding shareholder loans, which would
weigh on the rating.  Partly offsetting the very high leverage is
Clondalkin Industries' strong cash interest coverage, with
adjusted FFO cash interest cover of between 4x-5x.

S&P assess Clondalkin Industries' business risk profile as weak.
Although the entity has market-leading positions and retains a
good degree of geographical, product, end-market, and customer
diversity, its overall scale is limited compared to peers -- with
2015 revenues of just EUR396 million -- and the flexible
packaging sector is highly fragmented.  Its profitability is also
somewhat lower than the industry average, with adjusted EBITDA
margins in the high single digits and potentially more volatile
than the average; the entity is exposed to volatility in raw
material and energy costs, which can cause disruptions in price
and demand as customers re-stock or de-stock inventories while
awaiting price stabilization.

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

   -- Flat-to-slightly-negative revenue growth driven by the
      group exiting low value-added contracts and partly offset
      by organic growth and new products;
   -- Adjusted EBITDA margins improving to around 8.0% from 5.9%
      in 2015 as the group focuses on higher margin products,
      while lower restructuring expenses and cost improvements
      measures take effect;
   -- Positive free operating cash flow generation of
      EUR15 million-EUR20 million, reversing slightly negative
      cash flows in 2015.

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

   -- Improving adjusted debt-to-EBITDA that is nevertheless very
      highly leveraged at around 14x from 2016, compared to
      nearly 18x in 2015.  This equates to leverage in the region
      of 5x-6x when excluding the group's shareholder loans.
   -- Funds from operations (FFO) to debt of about 1%-2%, or 13%
      when excluding the effect of shareholder loans and accrued
      interest.
   -- FFO cash interest cover that remains over 4x.

S&P assess Clondalkin Industries' liquidity as adequate.  S&P
forecasts that its sources of liquidity will exceed its uses by
more than 1.2x over the 12 months from March 31, 2016, supported
by a largely undrawn RCF, strong cash balances, and limited debt
maturities.

Principal liquidity sources for the 12 months from March 31, 2016
are:

   -- Available cash balance of about EUR44 million as of
      March 31, 2016;
   -- Availability of $32 million (or about EUR28 million) under
      the $35 million committed RCF maturing in 2018; and
   -- S&P's forecast of unadjusted FFO of EUR25 million-
      EUR30 million.

Principal liquidity uses for the 12 months from March 31, 2016,
are:

   -- No significant debt maturities until 2018, with only about
      EUR1 million due per year until the group's RCF matures;
   -- Seasonal working capital requirements and cash outflows in
      the first half of the year, followed by a reduction in the
      second half.  S&P understands the peak cash requirement is
      about EUR15 million;
   -- Capital expenditure of about EUR13 million-EUR15 million;
      and
   -- No further dividends or material acquisitions forecast.

The negative outlook reflects that S&P could consider a one-notch
downgrade if anticipated earnings growth does not result in a
sufficient improvement in Clondalkin Industries' credit ratios.

S&P could lower the ratings to 'B-' if credit ratios continue to
fall short of S&P's expectations, for instance if they were
likely to remain highly leveraged even when excluding shareholder
loans--for example debt-to-EBITDA remaining above 5x, or fully
adjusted leverage of over 12.5x.  S&P could also lower the rating
if the group's cash interest coverage dropped below 2x, or there
was pressure on the group's liquidity.

S&P could revise the outlook back to stable if it believed the
group could sustain reduced leverage below 5x when excluding
shareholder loans, while maintaining strong cash interest cover
of over 3.5x, or if S&P believed FFO to debt could be sustained
above 6%.  S&P views this as achievable if Clondalkin Industries
were able to consistently generate adjusted EBITDA in excess of
EUR35 million.


FAXTOR ABS 2005-1: Fitch Affirms 'CCsf' Rating on Class B Notes
---------------------------------------------------------------
Fitch Ratings has upgraded two tranches of Faxtor ABS 2005-1 B.V.
and affirmed others.

Class A-1 floating-rate notes (XS0235143970): affirmed at 'Asf';
Outlook Stable
Class A-2E floating-rate notes (XS0235144358): upgraded to
'BBBsf' from 'BB+sf'; Outlook Stable
Class A-2F fixed-rate notes (XS0235144945): upgraded to 'BBBsf'
from 'BB+sf'; Outlook Stable
Class A-3 fixed-rate notes (XS0235146056): affirmed at 'BB-sf';
Outlook Stable
Class A-4 floating-rate notes (XS0235146569): affirmed at 'CCCsf'
Class B floating-rate notes (XS0235147617): affirmed at 'CCsf'

Faxtor ABS 2005-1 B.V. is a securitization of European structured
finance assets of mainly mezzanine quality.

KEY RATING DRIVERS
Rising Credit Enhancement
Over the 12 months to May 2016 continued amortization of the
senior class A-1 note has resulted in the credit enhancement
increasing by 13.6% to 91.3% and for the class A-2E and A-2F
notes by 10.2% to 70.9%, leading to the upgrades. The class A-1
notes have been paid down by EUR17.8 mil. with an additional
EUR0.9 mil. of capitalized interest paid on the class B notes.
The transaction currently suffers from negative excess spread and
is deferring interest on the junior notes. Currently EUR3.8 mil.
of principal proceeds is available for distribution on the next
payment date. Credit enhancement for the class A-3 notes rose
6.7% to 50.5%; for the class A-4 notes 3.8% to 33.2% and for the
class B notes 2.5% to 20.9% over the same period.

Counterparty Exposure
Following Fitch's downgrade of Deutsche Bank to 'A-' from 'A' on
December 8, 2015, the bank is in breach of the 'A'/'F1' account
bank trigger in the original transaction documents. No remedial
action has been planned; however, the decision to affirm the
class A-1 notes at 'A' rather than to downgrade to the
counterparty rating of 'A-' follows Fitch's assessment of the
materiality of the exposure. The class A-1 notes have 91.3%
credit enhancement, which provides ample protection from
commingling risk and at only 5.26% outstanding the notes will
likely repay within the next payment periods.

As the IDR of a bank does not directly address the probability of
a disruption to the bank's operational capacities Fitch judges
that payment interruption risk in an 'A' stress environment, for
the short risk horizon remaining on the class A-1 notes, is
mitigated.

Concentrated Portfolio
The portfolio is concentrated with the top 10 performing obligors
representing 62.59% of the portfolio. Additionally the top three
performing obligors represent 21.94% of the portfolio and so as
part of the sensitivity analysis the top three performing
obligors were assumed defaulted, and given zero recovery, to
gauge the impact on the ratings. Such a scenario would see up to
a five-notch downgrade to the class A-3 and A-4 notes, but no
rating impact on all other notes.

The portfolio currently contains 40 performing assets from 33
issuers, with an additional six defaulted assets. One asset,
Smile Securitisation Company 2007, defaulted in February 2016.
The portfolio distribution is somewhat unchanged over the 12
months to May 2016, with small movements out of the UK and Italy
and into the Netherlands, Germany and Spain. The percentage of
commercial ABS assets held by the transaction fell 4.92% with a
subsequent 3.08% increase in CMBS assets and 1.61% increase in
RMBS assets.

RATING SENSITIVITIES
Reducing the recovery rate by 25% for all assets in the portfolio
would have no impact on the ratings. Stressing the default rate
by 25% or a combination of the two stresses mentioned above would
lead to a two-notch downgrade to the class A-3 notes but would
not impact the ratings of the other notes.

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

DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that were
material to this analysis.

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognized
Statistical Rating Organizations and/or European Securities and
Markets Authority registered rating agencies. Fitch has relied on
the practices of the relevant Fitch groups and/or other rating
agencies to assess the asset portfolio information.

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.

SOURCES OF INFORMATION
The information below was used in the analysis.
-- Loan-by-loan data provided by Deutsche Bank as at 31 May 2016
-- Transaction reporting provided by Deutsche Bank as at 31 May
    2016


JUBILEE 2016-XVII: Fitch Rates Class F Notes 'B-(EXP)sf'
--------------------------------------------------------
Fitch Ratings has assigned Jubilee 2016-XVII B.V.'s notes the
following expected ratings:

Class A: 'AAA(EXP)sf'; Outlook Stable
Class B: 'AA(EXP)sf'; Outlook Stable
Class C: 'A(EXP)sf'; Outlook Stable
Class D: 'BBB(EXP)sf'; Outlook Stable
Class E: 'BB(EXP)sf'; Outlook Stable
Class F: 'B-(EXP)sf'; Outlook Stable
Subordinated notes: not rated

Jubilee 2016-XVII is a cash flow collateralized loan obligation
(CLO). Net proceeds from the notes issue will be used to purchase
a EUR400 million portfolio of mostly European leveraged loans and
bonds. The portfolio is managed by Alcentra Ltd. The reinvestment
period is scheduled to end in 2020.

The assignment of final ratings is contingent on the receipt of
documents conforming to information already received.

KEY RATING DRIVERS
'B'/'B-' Portfolio Credit Quality
Fitch places the average credit quality of obligors in the
'B'/'B-' range. The agency has public ratings or credit opinions
on all of the obligors in the identified portfolio. The
covenanted weighted average rating factor (WARF) of the
identified portfolio is 32.6, below the maximum Fitch WARF for
the expected ratings of 33.

High Expected Recoveries
The portfolio will comprise a minimum of 90% senior secured
obligations. The weighted average recovery rate (WARR) of the
identified portfolio is 67%, above the covenanted minimum of 66%
for the expected ratings.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance.
This covenant ensures that the asset portfolio will not be
exposed to excessive obligor concentration.

Limited Interest Rate Risk Exposure
Between 0% and 5% of the portfolio can be invested in fixed-rate
assets, while the liabilities pay a floating-rate coupon. Fitch
modelled both 0% and 5% fixed-rate buckets and the rated notes
can withstand the interest rate mismatch associated with each
scenario.

Hedged Non-Euro Asset Exposure
The transaction is permitted to invest up to 30% of the portfolio
in non-euro assets, provided perfect asset swaps can be entered
into.

Documentation Amendments
The transaction documents may be amended subject to rating agency
confirmation or noteholder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings. Such amendments may
delay the repayment of the notes as long as Fitch's analysis
confirms the expected repayment of principal at the legal final
maturity.

If in the agency's opinion the amendment is risk-neutral from a
rating perspective Fitch may decline to comment. Noteholders
should be aware that the structure considers the confirmation to
be given if Fitch declines to comment.

RATING SENSITIVITIES
A 25% increase in the obligor default probability would lead to a
downgrade of up to two notches for the rated notes. A 25%
reduction in expected recovery rates would lead to a downgrade of
up to three notches for the rated notes.

DUE DILIGENCE USAGE
All but two of the underlying assets have ratings or credit
opinions from Fitch. Fitch has relied on the practices of the
relevant Fitch groups to assess the asset portfolio information.

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.

REPRESENTATIONS AND WARRANTIES
A description of the transaction's Representations, Warranties
and Enforcement Mechanisms (RW&Es) that are disclosed in the
offering document and which relate to the underlying asset pool
was not prepared for this transaction. Offering documents for
EMEA leveraged finance CLOs typically do not include RW&Es that
are available to investors and that relate to the asset pool
underlying the CLO. Therefore, Fitch credit reports for EMEA
leveraged finance CLO offerings will not typically include
descriptions of RW&Es. For further information, see Fitch's
Special Report titled "Representations, Warranties and
Enforcement Mechanisms in Global Structured Finance
Transactions," dated January 21, 2016.

SOURCES OF INFORMATION
The information below was used in the analysis.
-- Loan-by-loan data provided by the arranger as at 29 June 2016
-- Offering circular provided by the arranger as at 15 July 2016


PROSPERO CLO II: S&P Affirms BB+ Rating on Class D Notes
--------------------------------------------------------
S&P Global Ratings raised its credit ratings on Prospero CLO II
B.V.'s class B and C notes.  At the same time, S&P has affirmed
its ratings on the class A-1-A, A-1-B, A-1-C, A-1-VF, A-2, and D
notes.

The rating actions follow S&P's review of the transaction's
performance.  S&P performed a credit and cash flow analysis and
assessed the support that each participant provides to the
transaction by applying S&P's current counterparty criteria.  In
S&P's analysis, it used data from the latest available trustee
report, dated May 10, 2016.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.  In S&P's analysis, it used the
reported portfolio balance that it considered to be performing
($101.4 million), the weighted-average spread, and the weighted-
average recovery rates for the performing portfolio.  S&P applied
various cash flow stress scenarios, using its standard default
patterns in conjunction with different interest stress scenarios
for each liability rating category.

S&P's review of the transaction highlights that the class A-I
notes have paid down by EUR18 million since our previous review.
This has increased the available credit enhancement for all of
the rated classes of notes.

S&P's analysis indicates that the available credit enhancement
for the class B and C notes is now commensurate with higher
ratings than those currently assigned.  Therefore, S&P has raised
its ratings on the class B and C notes.  None of the ratings on
the notes is capped by our supplemental tests.

S&P's credit and cash flow analysis indicates that the available
credit enhancement for the remaining classes is commensurate with
the currently assigned ratings.  Therefore, S&P has affirmed its
ratings on the class A-1-A, A-1-B, A-1-C, A-1-VF, A-2, and D
notes.

Prospero CLO II is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans granted to primarily
European speculative-grade corporate firms.  Alcentra NY, LLC
manages the transaction.  The transaction closed in October 2006
and entered its amortization period in October 2012.

RATINGS LIST

Class                Rating
             To                From

Prospero CLO II B.V.
EUR69 Million, GBP10.5 Million, And $293.7 Million Secured
Floating-Rate Notes

Ratings Raised

B            AAA (sf)          AA+ (sf)
C            A+ (sf)           A- (sf)

Ratings Affirmed

A-1-A        AAA (sf)
A-1-B        AAA (sf)
A-1-C        AAA (sf)
A-1-VF       AAA (sf)
A-2          AAA (sf)
D            BB+ (sf)


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


ALMAZERGIENBANK: Fitch Affirms 'BB-' LT Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Russia-based Almazergienbank (AEB)
Long-Term Foreign and Local Currency Issuer Default Ratings
(IDRs) at 'BB-' with Negative Outlook. AEB's Viability Rating
(VR) has been affirmed at 'b'.

KEY RATING DRIVERS
IDRS, NATIONAL AND SUPPORT RATINGS
AEB's IDRs, National and Support Ratings reflect the moderate
probability of support the bank may receive from 86% owner, The
Russian Republic of Sakha (Yakutia) (Sakha; BBB-/Negative). The
probability of support is underpinned by the regional
authorities' operational control over the bank and the track
record of capital and liquidity support, including RUB900m of
fresh equity (about 4% of end-3Q15 risk-weighted assets (RWAs))
received in 3Q15.

AEB's IDRs are three notches below those of Sakha, reflecting (i)
the limited flexibility of the local authorities to provide
extraordinary support swiftly, (ii) AEB's only limited importance
for the region, and (iii) the region's intention to attract a
strategic investor in the bank, potentially leading to a dilution
of Sakha's majority stake. However, the ratings currently do not
factor in the potential change of control in the bank since there
has been no firm interest from potential investors, while the
disposal process could be lengthy.

The Negative Outlook on AEB's Long-Term IDRs mirrors that of
Sakha and indicates that the bank's ratings would be downgraded
in case its parent's ratings are downgraded. The Stable Outlook
on the National Long-Term Rating reflects Fitch's view that the
bank's creditworthiness relative to other Russian banks is
unlikely to change significantly in case of a downgrade of its
shareholder, as the ratings of Sakha are likely to change in
tandem with the ratings of the Russian Federation.

VR
AEB's 'b' VR reflects the bank's concentrated loan book, as well
as modest profitability and capitalization. Positively, the VR
continues to factor in the reasonable quality of AEB's loan book
and comfortable liquidity that is supported by funding from sub-
sovereign entities.

NPLs (loans over 90 days overdue) at end-1Q16 represented a
moderate 6.6% of AEB's gross loans and were 1.2x covered by LIRs
(loan impairment reserves), while a further 11% of loans were
restructured and weakly reserved. However, most of the bank's top
25 largest exposures (40% of total loans, including restructured)
are of low to moderate risk, being issued mainly to companies
benefiting from municipal contracts or having close ties with the
local authorities.

The quality of AEB's retail book (36% of total loans) was
reasonable (retail NPLs at 6.5% at end-1Q16), supported by a high
share of mortgages and cash lending to payroll clients of AEB.
Fitch estimates the bank's retail NPL origination (a proxy for
credit losses, calculated as net increase in NPLs plus write-offs
divided by average performing loans) was a low 2.6% in 2015-1Q16.

The bank's Tier 1 regulatory capital adequacy ratio (N1.2) fell
to a moderate 9.8% at end-5M16, from a more comfortable 11.6% at
end-2015, due to increased LIRs in 1Q16. Current capitalization
is sufficient for an increase in the bank's LIRs to up to 13% of
gross loans, from the current 8% before breaching regulatory
capital requirements. The bank's core pre-impairment profit (3.8%
of average gross loans in 2015) provides reasonable additional
loss absorption capacity. Also, AEB expects to receive
RUB250 mil. of additional equity (1% of end-5M16 RWAs) in 4Q16.

AEB's net profitability was moderate (ROAE 6.3% in 2015), mainly
supported by one-off gains from a revaluation of investment real
estate assets (RUB146 mil., or 88% of net income). Profitability
in 2016 will remain subdued due to additional loan reserves,
either already made or potential.

AEB's funding profile is dominated by customer accounts (92% of
liabilities at end-2015), of which nearly 70% were retail,
resulting in low concentration (top-20 largest accounts made up
only 21% of total deposits). Most corporate deposits were
attracted from sub-sovereign entities controlled by Sakha and
therefore considered sticky in nature. The bank's end-5M16
liquidity buffer (cash and cash equivalents, short-term interbank
placements and securities eligible for repo with CBR), net of
near-term wholesale repayments, was adequate at 18% of deposits.

RATING SENSITIVITIES
IDRS, NATIONAL AND SUPPORT RATINGS
AEB's support-driven ratings could be downgraded if either (i)
Sakha is downgraded; or (ii) the propensity of the parent to
provide support diminishes, for example, as a result of a new
investor in AEB leading to a dilution of Sakha's stake.

VR
Downward pressure on AEB's VR could stem from a marked
deterioration in asset quality leading to capital erosion, in the
absence of parental support. The bank's VR could be upgraded if
the bank's capitalization strengthens and profitability improves.

The rating actions are as follows:

AEB
Long-Term Foreign and Local Currency IDRs affirmed at 'BB-',
Outlook Negative
Short-Term Foreign Currency IDR affirmed at 'B'
National Long-Term Rating affirmed at 'A+(rus)', Outlook Stable
Viability Rating affirmed at 'b'
Support Rating affirmed at '3'


ALROSA PJSC: S&P Raises CCR to 'BB', Outlook Positive
-----------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating
on the Russian diamond miner ALROSA PJSC to 'BB' from 'BB-'.  At
the same time, S&P affirmed its short-term rating at 'B'.  The
outlook is positive.

S&P also raised its issue rating on ALROSA's $1 billion Eurobond
to 'BB' from 'BB-'.

The rating action reflects S&P's view of ALROSA's improved
operating efficiency supported by the weaker Russian ruble, which
has boosted the company's profitability and cash flow generation.
In the first quarter of 2016, the company reported record high
EBITDA of Russian ruble (RUB)60 billion (about $800 million),
including our adjustments, compared to RUB47 billion in the first
quarter of 2015, with the EBITDA margin reaching 59%.  The cost
of production per carat was as low as RUB1,900 for open-pit
mining and RUB2,400 for underground mining ($30 and $38,
respectively, using the spot rate).  S&P thinks that these
positive results indicate ALROSA's operating efficiency is better
than S&P previously assumed, and it expects the company will
continue to demonstrate this going forward.  S&P is therefore
revising its assessment of ALROSA's business risk profile to fair
from previously weak.

The business risk profile on the company continues to be
supported by its very strong market position globally and its
large and productive diamond deposits base.

S&P thinks that ALROSA's business risk is now well aligned with
peers' from Russian mining and steel-making industries, such as
Polyus Gold PJSC and Evraz Group S.A., and stronger than that of
such international diamond miners as Petra Diamonds Ltd.
However, S&P also assumes that the diamond industry is generally
more volatile than the mining one, which explains S&P's negative
comparable rating analysis modifier for ALROSA.

S&P continues to assess ALROSA's financial risk profile as
intermediate, reflecting S&P's base-case expectation of funds
from operations (FFO) to debt of consistently above 60%
(including S&P's adjustments) and assumption of very high
volatility of cash flows during the cycle.

S&P now assess ALROSA's stand-alone credit profile (SACP) at
'bb'. S&P don't apply uplift for ALROSA's status as a government-
related entity (GRE) with a moderate likelihood of receiving
timely and sufficient extraordinary government support from
Russia if needed.

The recent sale of a 10.9% stake in ALROSA by the government as
the first step of a larger GRE privatization program has not
changed S&P's view of the state support available for ALROSA.
This view is supported by the fact that the federal government
together with the regional government of Sakha continue to
exercise control over the company, and S&P assumes this to be the
base case in the next two to three years.

The positive outlook reflects S&P's view that ALROSA's beneficial
cost position, high profitability, strongly positive free cash
flow generation, sizeable market share, and strong credit metrics
might help the company to better withstand the volatility of the
diamond industry and achieve a higher rating.

S&P assumes that the company's metrics will continue to remain
strong, with FFO to debt of above 60% and debt to EBITDA of below
1.5x, which is commensurate with the current ratings.

S&P could raise the rating on ALROSA if the company continues to
demonstrate solid operating performance and strongly positive
cash flow generation, which would help to alleviate the pricing
environment pressure and prove the company's resilience to the
volatility in the diamond industry.

Given ALROSA's currently low debt leverage, S&P don't expect any
further strengthening of the metrics for an upgrade, but
continued solid performance might lead S&P to reassess the level
of volatility assumed for ALROSA during the cycle to lower
levels.

S&P could revise the outlook to stable if ALROSA's operating
performance becomes more volatile than S&P projects as a result
of weaker market conditions or company-specific factors.  In
addition, the likelihood of rating upside could disappear if the
company's credit metrics or liquidity position deteriorates,
notably because of much larger dividends or material merger and
acquisition activity.  More specifically, S&P is likely to revise
the outlook to stable if FFO to debt falls to 45%-60% and debt to
EBITDA to 1.5x-2.0x.


MOSTRANSBANK JSC: Deemed Insolvent, Prov. Administration Halted
---------------------------------------------------------------
The Court of Arbitration of the city of Moscow dated 5 July 2016,
with regard to Case No. A40-121817/16-70-138 'B', recognizing
that JSC Mostransbank is insolvent (bankrupt) and ordering the
appointment of a receiver for the entity.

Accordingly, by virtue of the Arbitration Court's ruling, the
Bank of Russia entered a decision, Order No. OD-2287, dated
July 18, 2016, to terminate from July 19, 2016, the activity of
the provisional administration of Mostransbank.

The Bank of Russia previously appointed the provisional
administration of Mostransbank, by Order No. OD-1409, dated
July 5, 2016, following the revocation of the entity's banking
license.


RESO-GARANTIA: S&P Affirms 'BB' IFS Rating, Outlook Now Positive
----------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Russia-based Insurance Company RESO-GARANTIA to positive from
stable.

At the same time, S&P affirmed its 'BB' insurer financial
strength and counterparty credit ratings and 'ruAA' Russia
national scale rating on the company.

The outlook revision stems from S&P's view that RESO-GARANTIA can
maintain its current capital adequacy and strong competitive
position, and is unlikely to undertake any unexpected sizable
acquisitions over the next 12 months.

In S&P's view, RESO-GARANTIA's capital adequacy, according to
S&P's measures, improved to lower adequate after strong
underwriting performance in 2015 relieved some of the pressure
from goodwill on acquisitions.  The company has not distributed
profits for several years, which has supported its capital
adequacy. In S&P's base-case scenario, it don't anticipate
dividend payouts in 2016.  Due to sufficient internal capital
generation, capital adequacy at year-end 2015 was less under
pressure from the company's investments in RESO-Leasing, which
S&P deducts in its calculation of the company's capital.

S&P still considers the company's capital to be modest in
absolute terms, at about Russian ruble (RUB36 billion (or $494
million) as of year-end 2015, compared with that of international
peers.

The combination of lower adequate capital adequacy, a moderate
risk position, and adequate financial flexibility led S&P to
revise its assessment of RESO-GARANTIA's financial risk profile
to less than adequate from weak.  Although, a fair business risk
profile and less than adequate financial risk profile lead to an
anchor of 'bb+', S&P deducts one notch to reflect these factors:

   -- Net income appeared exceptionally high in 2015 compared
      with the very low result in 2014, so S&P would need to see
      a track record of sustainable bottom-line results in line
      with a five-year average of about RUB5 billion.

   -- The challenging economic environment can pose additional
      risk, in particular, related to the underwriting results of
      the motor portfolio.

   -- RESO-GARANTIA's derisking in 2015 indicated a more
      conservative investment strategy.  However, owing to the
      limited history of derisking, S&P would need to see the
      sustainability of such an approach over the next 12 months.

RESO-GARANTIA has a strong competitive position, in S&P's view,
primarily because of its established market share (7.6% of total
domestic gross premiums written in 2015) and sound operating
results compared with those of its Russian peers.  The company is
well positioned in the motor market and has good brand
recognition, product expertise, and a loyal distribution network.
S&P views these factors as a significant strength in relation to
the company's peers.

"We understand that the net combined (loss and expense) ratio of
close to 90% in 2015 was partly driven by a tariff increase for
obligatory motor insurance in that year and is better than those
of peers in the Russian market.  In our base-case scenario, we
assume RESO-GARANTIA will demonstrate sound underwriting
performance, with a combined ratio below 100%.  The returns on
revenue and equity are likely to be at least 7% and 12%,
respectively, largely because, according to our estimates, the
company's net profit in 2016 will be about RUB5 billion.
However, the final figure will depend on the company's future
investment results, underwriting performance, and its appetite
for acquisitions," S&P said.

"In our view, RESO-GARANTIA has a moderate risk position,
reflecting an investment portfolio concentrated in the banking
sector, with the weighted average quality of rated investments in
our 'BB' category.  RESO-GARANTIA is exposed to market risk,
owing to its structural long foreign currency position, with 42%
of assets denominated in foreign currency.  However, the company
tries to match assets and liabilities," S&P said.

The positive outlook indicates that S&P could raise the ratings
if RESO-GARANTIA can sustain at least lower adequate capital
adequacy via sound net profit at least at RUB5 billion, refrain
from unexpected sizable acquisitions, and maintain its strong
competitive position within the next 12 months.  S&P expects that
the company will keep leverage at less than 40% and fixed-charge
coverage above 4x.

S&P could revise the outlook to stable if the company's financial
risk profile were to deteriorate over the next 12 months, such as
from:

   -- A decline in capital adequacy to less than adequate, due
      for example to very high dividend payouts, unexpected
      underwriting or investment losses, an increase in financial
      leverage beyond 40%, or fixed-charge coverage consistently
      below 4x; or

   -- An increase of single-name concentration risk (excluding
      systemically important banks in Russia and bonds of
      government-related entities) in the investment portfolio
      beyond 10%, or concentration in a single sector beyond 30%.


SMARTBANK JSC: Deemed Insolvent, Prov. Administration Halted
------------------------------------------------------------
The Court of Arbitration of the city of Moscow issued a ruling
dated June 27, 2016, with regard to Case No. A40-89227/16-95-60,
recognizing that SMARTBANK JSC is insolvent (bankrupt) and
ordering the appointment of a receiver for the entity.

Accordingly, by virtue of the Arbitration Court's ruling, the
Bank of Russia entered a decision, Order No. OD-2295, dated
July 19, 2016, to terminate from July 20, 2016, the activity of
the provisional administration of SMARTBANK.

The Bank of Russia previously appointed the provisional
administration of SMARTBANK, by Order No. OD-1014, dated
March 28, 2016, following the revocation of the entity's banking
license.


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


BAHIA DE LAS ISLETAS: Moody's Assigns B1 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 corporate
family rating and B1-PD probability of default rating (PDR) to
Bahia De Las Isletas, S.L. a holding company owning 100% of
Spanish maritime transportation services company Naviera Armas,
S.A.  Concurrently, Moody's has assigned a provisional (P)B1
rating with a loss given default assessment of LGD3 to the
issuer's proposed EUR250 million worth of senior secured notes
due 2023.  The outlook on the ratings is stable.  This is the
first time that Moody's has assigned ratings to Naviera Armas.

"The B1 CFR reflects Naviera Armas' leading and defensible market
position in the Canary Islands passenger and cargo ferry markets,
coupled with its improving profitability and expected positive
free cash flow generation," says Guillaume Leglise, a Moody's
Analyst and lead analyst for Naviera Armas.  "Nevertheless, the
B1 rating factors in Naviera Armas' elevated leverage and
moderate deleveraging prospects, its high reliance on the Canary
Islands as well as its inherent exposure to fuel price
volatility, the latter risk being mitigated by the company's
current hedging policy and Moody's expectations that oil price
will remain low in the next 18 months."

The proceeds of the refinancing transaction will be used to (1)
refinance Naviera Armas' existing debts, (2) unwind existing
hedging derivatives and (3) pay fees and expenses incurred in
connection with the proposed transaction.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the refinancing transaction only.  Upon
a conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the senior secured
notes.  Definitive ratings may differ from provisional ratings.

RATINGS RATIONALE

  -- ASSIGNMENT OF B1 CFR--

The B1 CFR reflects Naviera Armas' leading market position in the
Canary Islands, where it holds market shares of around 46% and
67%, respectively, in the passenger and cargo segments.  Naviera
Armas operates a fleet of 10 owned vessels, which are relatively
modern (9.4 years) and equipped for both passenger and cargo
transportation (Ro-Pax).  With 6 vessels and one fast ferry
operating in the core inter-islands segment, the company benefits
from a large scale relative to other competitors in the region,
especially in the freight business where a full coverage of all
islands is fundamental.  Moody's believes that Naviera Armas'
sizeable fleet in the Canary Islands, which would be costly and
take significant time to replicate, and the limited port capacity
in the smaller islands of the archipelago create high barriers to
entry for new competitors.

Nevertheless, Naviera Armas exhibits a narrow business focus,
with a high concentration on the Canary Islands, where it derives
most of its revenues, mainly in the inter-island market (71% of
revenues in FY15, year ended Dec. 31, 2015,) and on Island-
Peninsula routes (11%).  That being said, the company benefits
from the critical role of maritime transport services in the
Canary economy, as inter-island travelling is key for residents.
Similarly, freight maritime services play a pivotal role in the
circulation of goods, given the high dependency of the region on
imports.  This reliance of the region on maritime transports,
provides some stability to Naviera Armas in terms of volume and
revenues, in particular for its freight activities which
represented 40% of its revenues in FY15.

Moody's notes that Naviera Armas currently benefits from
improving market fundamentals, with a recovery of the Spanish
economy (GDP growth of 3.2% in 2015 vs. 1.4% in 2014), including
the Canary Islands (2.8% in 2015 vs. 1.9% in 2014), and positive
tourism environment (+3% average growth rate between 2006-2015)
further boosted by a degree of geopolitical uncertainty in some
Mediterranean destinations.  With approximately 11 million
tourist visits per year, the Canary Islands are the leading
European holiday destination.

Moody's notes that the refinancing transaction is occurring at a
time when the company has a very strong trading performance, with
reported EBITDA up 89% in 2015, and up 87% in the first quarter
2016.  While passenger and cargo volumes growth are contributing
positively, the improvement in profitability mostly comes from
the steep decline in bunker prices in the last 18 months, with
fuel representing the largest cost item for the company.  While
the decline in fuel price is currently beneficial to the
company's profitability, Moody's cautions that fluctuations in
fuel price can result in material volatility in earnings and cash
flows in the future.  This risk is however partly mitigated for
the next 18 months by the company's hedging policy.

The B1 CFR is constrained by Naviera Armas high leverage.  Pro-
forma for the proposed refinancing, Moody's estimates that the
leverage (i.e. gross debt/EBITDA, including Moody's adjustments)
will exceed 4.5x at the time of the transaction.  Moody's
cautions that 2016 likely corresponds to the trough of the oil
price environment and, as such, further profitability increase
will be limited and reliant on volume growth or operational
efficiency improvement.

Moreover, Naviera Armas is currently considering investments in
up to two new vessels in the coming 2 to 3 years which Moody's
has considered a likely scenario.  If pursued, the financing of
these new vessels would likely sit outside of the restricted
group though the equity portion of the financing, which is partly
paid upfront when the ship is ordered, is expected to be borne by
Naviera Armas and would reduce the company's liquidity.  While
free cash flow would be lower, it would remain positive under
such a scenario.  When delivered, the vessels are expected to be
chartered to Navieras Armas.  Under Moody's approach of
capitalising operating lease payments and when taking into
account the potential earning contribution of the new vessels,
Moody's expects leverage to be unchanged in the first years after
the acquisitions with incremental earnings and cash flows
received after the vessels are in operation.  Nevertheless
Moody's believes that such new build projects entail some
execution risks which can translate into delivery delays and/or
unexpected costs.

In addition, Naviera Armas is also selectively considering
potential strategic acquisitions to consolidate its market
position.  The impact on the ratings of any acquisition or new
ship order beyond the contemplated purchase of up to two new
vessels would have to be assessed in due course.

Naviera Armas has a good liquidity profile.  The proposed
refinancing will leave the company with an adequate amount of
cash on balance sheet, at around EUR32 million, of which EUR8
million are currently restricted because of hedging collateral
guarantees. The company's passenger ferry activities involve a
degree of seasonality in cash flows given the nature of demand,
which peaks during the summer holiday season.  More positively,
the company's core inter-island segment, which represented around
70% of its revenues in 2015, exhibits more stability throughout
the year compared to the Island-Peninsula and Straits (routes
connecting southern mainland Spain with northern Morocco)
segments.

The company can rely on a covenanted EUR15 million super senior
revolving credit facility (SSRCF, with a maturity of five years).
This facility is expected to remain largely undrawn or may be
used to cover some working capital requirements during the off-
peak season, notably dry-docking costs.  Moody's expects that the
company will retain a good liquidity profile thanks to the
positive free cash flow generation anticipated in the next 12 to
18 months.

                    STRUCTURAL CONSIDERATIONS

The (P)B1 rating (LGD3), in line with the CFR, assigned to the
issuer's proposed EUR250 million senior secured notes, reflects
their position in the capital structure behind the committed
EUR15 million SSRCF.  The proposed senior secured notes and RCF
will benefit from a guarantor package including upstream
guarantees from Naviera Armas and guarantor subsidiaries,
representing more than 100% of the company's EBITDA.  Both
instruments will also be secured, on a first-priority basis, by
certain share pledges, pledges of certain insurance claims, and
mortgages over 5 vessels. However, the senior secured notes will
be contractually subordinated to the RCF with respect to the
collateral enforcement proceeds.

The capital structure has limited covenants as the lenders are
relying only on the incurrence covenants contained in the senior
secured notes indentures as well as one maintenance covenant
defined as net leverage, initiated with a 40% headroom at the
time of issuance of the bond, and this covenant will only be
tested if the SSRCF outstandings are equal to or greater than 40%
of the overall commitment.

                 RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody's expectation that
Naviera Armas is well placed to defend its competitive position
in its core markets and its profitability on the back of
improving economic conditions and continued positive trend in
tourism in the Canary Islands as well as low oil price.

The stable outlook also reflects Moody's expectations of a
positive free cash flow generation in the next 18 months.

               WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating could materialize if Naviera Armas
continues to successfully capitalize on its robust and somewhat
sheltered market positions, successfully executes on its strategy
including fleet expansion plans and maintains a broadly stable
financial policy supported by its family management and ownership
(eg. no dividends).

Quantitatively, a positive and recurring free cash flow of at
least EUR40 million, a Moody's-adjusted (gross) debt/EBITDA
sustainably below 4.0x and a Moody's-adjusted EBIT/interest
expense comfortably above 2.0x could trigger an upgrade.

Conversely, Moody's could downgrade the ratings if Naviera Armas'
free cash flow generation becomes negative for a prolonged period
of time as a result of a weakened operating performance or
higher-than-expected capital expenditures or more aggressive
financial policies.

Quantitatively, a Moody's-adjusted (gross) debt/EBITDA ratio
trending above 5.0x and a Moody's-adjusted EBIT/interest expense
declining below 1.2x could trigger a downgrade.  Any weakening of
the liquidity profile would also exert downward pressure on the
rating.

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Shipping Industry published in February 2014.

Headquartered in Las Palmas, Naviera Armas is a ferry operator
largely focused on the Canary Islands.  The company provides
passenger and freight maritime transportation services mainly
inter-island and also to/from Iberian peninsula and to/from
Northern Morocco.  As at end-December 2015, the company operated
a fleet of 10 wholly-owned vessels.  In 2015 the company reported
consolidated revenues of EUR165 million and an EBITDA of
EUR51million.  The company has been operating for over 75 years
and remains under the Armas family ownership.


BAHIA DE LAS ISLETAS: S&P Assigns 'B+' CCR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating to Spain-based ferry operator Bahia de las Isletas S.L and
core subsidiary Naviera Armas S.A.  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue rating to the
proposed EUR250 million senior secured notes and a '2' recovery
rating.  The '2' recovery rating indicates S&P's expectation of
substantial recovery (70%-90%) in the event of a payment default.

"Although we view the fundamentals of the ferry industry as more
favorable than traditional shipping, our rating on Bahia reflects
its relatively small scale, narrow geographic diversification,
and exposure to the inherent volatility of fuel prices.  Bahia
operates in the ferry industry in the Canary Islands.  The
company's business model is built around both passenger and
freight services; it operates a fleet of 10 vessels that it owns
and one that it leases and covers about 24 routes.  Moreover, its
fleet is relatively young, averaging 9.4 years, compared with the
industry average of about 20 years.  Bahia has 75 years'
experience in the freight transportation segment and 21 years in
the passenger segment, where it has built a strong market
position in the Canary Islands.  However, we view this underlying
passenger and freight market as mature and competitive.
Therefore, we consider that intense competition means that
Bahia's leading market share doesn't easily translate into
revenue premiums or higher ticket prices than its peers," S&P
said.

S&P considers Bahia to be fairly resilient to seasonal swings
because of favorable winter weather conditions in the Canaries
and local traffic.  However, July to September is still a peak,
key operating period for the company as the flow of tourist from
Europe is stronger during the summer.  The company is also
subject to volatile fuel prices.  Although it has a fuel hedging
policy in place that covers over 65% of its fuel consumption for
2016 and about 44% until March 2018, the company remains exposed
to price volatility over the unhedged portion of its needs.

The regional government of the Canary Islands and Spanish central
government provides subsidies to the passengers that tend to ease
the demand and pricing variance throughout the seasonal cycle.
Although S&P views this as positive because the company gains
more passenger transit, S&P considers that it exposes Bahia to
the central and regional government's capacity to pay its
receivables due quarterly and to maintain those subsidies.  A
delay in payment by the regional government could cause Bahia to
suffer a working capital deficit.  The subsidies represent about
50% of total passenger sales and 30% of total revenues.

"Our financial risk profile assessment reflects our forecasts
that Bahia's credit metrics will be relatively stable over 2016
and 2017.  We consider that as a ferry operator in the Canary
Islands, Bahia's EBITDA performance will be mainly linked to
Spanish and European macroeconomic indicators and cost control
for fuel and personnel.  We expect that the hedging strategy
Bahia has put in place will partly mitigate the inherent
volatility in fuel prices and provide greater visibility to its
costs.  As a result, we anticipate that operating performance
will remain positive in the next year, particularly during the
key third quarter.  Our base-case assumes that the company will
dedicate most of its cash flow balances to capital expenditures
and debt repayments, but will not incur additional debt for new
vessel acquisition and shareholder returns over the next two
years," S&P said.

In S&P's base-case scenario for the next two years, it assumes:

   -- Revenue growth of about 0.5%, mainly based on S&P's
      expectation that ticket prices will increase in line with
      S&P's annual consumer price index (CPI) estimates for the
      eurozone and Spain.  An improved cost-base, reflecting the
      lower cost of bunker fuel owing to about 67%-74% of
      exposure being hedged during 2016 and 44% in 2017.  This
      will be partly offset by the increase in personnel and
      other costs in line with S&P's annual inflation estimates
      for Spain and the eurozone.

   -- Annual capital expenditure (capex) of about EUR17 million
      in 2016-2017, mainly to cover investment in the
      construction of a new port (La Esfinge project).  As a
      result of the additional capex, S&P expects debt to
      increase by about EUR20 million in 2016.

   -- No dividend distributions or new vessel acquisitions.

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

   -- EBITDA margin of 35%-38%.
   -- A weighted-average ratio of adjusted funds from operations
      (FFO) to debt of 15%-18%.
   -- A weighted-average ratio of debt to EBITDA of 3.5x-4.0x.

The stable outlook reflects S&P's expectation that Bahia will
maintain a stable operating performance supported by its fuel
hedging policy and S&P's expectations for resilient passenger and
freight demand in the next 12 months.  S&P expects the company
will continue to improve its operating result over the next 12
months.

S&P could lower the rating in the next 12 months if debt
significantly increases to fund new or existing investments, or
EBITDA generation weakens, causing the company's credit metrics
to deteriorate.  Because the company currently hedges only part
of its exposure to fuel prices, S&P could also lower the ratings
if higher-than-expected increases in fuel prices are not offset
by corresponding increases in ticket prices, and this materially
weakens credit measures, such that FFO to debt falls below 12% on
a sustainable basis.

S&P views an upgrade as highly unlikely in the next 12 months
given the company's limited scale, scope, and diversity and its
relatively small absolute EBITDA base, compared with a broader
range of peers in the transportation industry.  S&P believes that
the company's absolute EBITDA size provides limited downside
protection and renders it susceptible to adverse trading
conditions.

In the longer term, S&P could consider raising the rating if the
company materially increases its scale of operations, lowering
the potential for earnings volatility, while posting credit
ratios above our current expectations, such that FFO to debt is
sustained above 20%.


BBVA CONSUMO 8: Moody's Assigns B1 Rating to EUR87.5MM Notes
------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings
to notes issued by BBVA Consumo 8, FT:

  EUR612.5 million Series A Fixed Rate Asset Backed Notes due
   October 2029, Assigned Aa2(sf)
  EUR87.5 million Series B Fixed Rate Asset Backed Notes due
   October 2029, Assigned B1(sf)

                          RATINGS RATIONALE

The transaction is a revolving cash securitization of auto loans
extended to obligors in Spain by Banco Bilbao Vizcaya Argentaria,
S.A. (BBVA) (Baa1/P-2; Baa1(cr)/P-2(cr); A3 LT Bank Deposits).
The revolving period lasts 1.5 years and ends on the payment date
falling in January 2018.

BBVA also acts as asset servicer, calculation agent, collection
and issuer account bank provider.  The previous BBVA Consumo
transactions, which had a similar structure, are currently
performing in line with Moody's expectations.

The provisional portfolio of underlying assets consists of fixed
rate auto loans originated in Spain and has a total outstanding
balance of approximately EUR897.7 million.  The final portfolio
to back the notes will be selected at random from the provisional
portfolio to match the final note issuance amount.

As at June 2016, the provisional pool cut had 100,571 loans with
a weighted average seasoning of 22.3 months.  The unsecured loans
are used for the purpose of new (64.1%) or used (35.9%) car
acquisition.  Approximately 30.5% are loans which contain a
"reserva de dominio" clause, meaning that the vehicles can be
registered at the seller's option on the Registro de Bienes
Muebles, the Spanish moveable goods register.  The transaction
benefits from credit strengths such as the granularity of the
portfolio, the high average interest rate of 8.1% and the
financial strength and securitization experience of the
originator.  However, Moody's notes that the transaction features
some credit weaknesses such as commingling risk and the high
linkage to BBVA.  In addition, the revolving structure could
increase performance volatility of the underlying portfolio.
Various mitigants have been put in place in the transaction
structure, such as early amortization triggers, performance-
related triggers to stop the amortization of the reserve fund,
substitution criteria both on individual loan and portfolio level
and eligibility criteria for the portfolio.  Commingling risk is
partly mitigated by the transfer of collections to the issuer
account within two days.  If BBVA's long term deposit rating is
downgraded below Baa3, it will either transfer the issuer account
to an eligible entity or guarantee the obligations of BBVA, which
mitigates account bank risk up to a Aa1(sf) level.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of auto loans and the
eligibility criteria; (ii) historical performance provided on
BBVA's total book and past auto ABS transactions; (iii) the
credit enhancement provided by subordination, excess spread and
the reserve fund; (iv) the revolving structure of the
transaction; (v) the liquidity support available in the
transaction by way of principal to pay interest and the reserve
fund; and (vi) the overall legal and structural integrity of the
transaction.

                     MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default
rate of 6.25%, expected recoveries of 32.5% and a Aa2 portfolio
credit enhancement ("PCE") of 17.5% for both the current and
substituted portfolios of the issuer.  The expected defaults and
recoveries capture our expectations of performance considering
the current economic outlook, while the PCE captures the loss we
expect the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by
Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in its ABSROM cash flow model to rate consumer ABS
transactions.

The portfolio expected mean default rate of 6.25% is in line with
Spanish auto loan transactions and is based on Moody's assessment
of the lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

Portfolio expected recoveries of 32.5% are in line with the
Spanish auto loan average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations such as quality of data provided and asset
security provisions.

The PCE of 17.5% is in line with other Spanish auto loan peers
and is based on Moody's assessment of the pool taking into
account the relative ranking to originator peers in the Spanish
auto market. The PCE of 17.5% results in an implied coefficient
of variation ("CoV") of 54.4%.

                            METHODOLOGY

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

The 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 A Notes and Class
B Notes by the legal final maturity.  Moody's ratings address
only the credit risks associated with the transaction.  Other
non-credit risks have not been addressed but may have a
significant effect on yield to investors.

Provisional ratings on the Class A and B Notes were previously
assigned on July 12, 2016.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE
RATINGS:

Factors or circumstances that could lead to an upgrade of the
ratings of the notes would be (1) better than expected
performance of the underlying collateral; (2) significant
improvement in the credit quality of BBVA; or (3) a lowering of
Spain's sovereign risk leading to the removal of the local
currency ceiling cap, currently set at Aa2.  Factors or
circumstances that could lead to a downgrade of the ratings would
be (1) worse than expected performance of the underlying
collateral; (2) deterioration in the credit quality of BBVA; or
(3) an increase in Spain's sovereign risk.

The Class B notes include a clean-up call option which does not
require the Class B notes to be fully redeemed as a condition for
exercise.  The potential for the Class B notes to suffer a loss
as a direct result of this clean-up option has been taken into
consideration in Moody's analysis.

LOSS AND CASH FLOW ANALYSIS:

Moody's used its cash flow model ABSROM as part of its
quantitative analysis of the transaction.  ABSROM enables users
to model various features of a standard European ABS
transaction -- including the specifics of the loss distribution
of the assets, their portfolio amortization profile, yield as
well as the specific priority of payments, swaps and reserve
funds on the liability side of the ABS structure.  The model is
used to represent the cash flows and determine the loss for each
tranche. The cash flow model evaluates all loss scenarios that
are then weighted considering the probabilities of the lognormal
distribution assumed for the portfolio loss rate.  In each loss
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 loss scenario; and (ii)
the loss derived from the cash flow model in each loss scenario
for each tranche.

                  MOODY'S PARAMETER SENSITIVITIES

In rating consumer loan ABS, the mean default rate and the
recovery rate are two key inputs that determine the transaction
cash flows in the cash flow model.  Parameter sensitivities for
this transaction have been tested in the following manner:
Moody's tested nine scenarios derived from a combination of mean
default rate: 6.25% (base case), 6.75% (base case + 0.5%), 7.25%
(base case + 1.0%) and recovery rate: 32.5% (base case), 27.5%
(base case - 5.0%), 22.5% (base case - 10%).  The model output
results for Class A Notes under these scenarios vary from Aa2
(base case) to A1 assuming the mean default rate is 7.25% and the
recovery rate is 22.5% all else being equal.  In the same
scenario, Class B would have achieved B3(sf).

Parameter sensitivities provide a quantitative/model indicated
calculation of the number of notches that a Moody's rated
structured finance security may vary if certain input parameters
used in the initial rating process differed.  The analysis
assumes that the deal has not aged.  It is not intended to
measure how the rating of the security might migrate over time,
but rather how the initial model output for the Class A or B
Notes might have differed if the two parameters within a given
sector that have the greatest impact were varied.


BBVA CONSUMO 8: Fitch Assigns 'CCCsf' Rating to Class B Notes
-------------------------------------------------------------
Fitch Ratings has assigned BBVA Consumo 8 FT's asset backed
fixed-rate notes final ratings, as follows:

EUR612.5 million Class A: 'A+sf'; Outlook Stable
EUR87.5 million Class B: 'CCCsf'

This transaction is an 18-month revolving securitization of
unsecured consumer loans in Spain for car acquisition purposes.
All the loans are originated and serviced by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA; A-/Stable/F2), which is also the SPV
account bank provider.

KEY RATING DRIVERS
Blended Default Rate Assumption
Fitch has assumed a blended 5.7% base case lifetime default rate
on the collateral, expressed as a percentage of initial
collateral euro balance. The portfolio at closing comprised 64%
new car loans and 36% used car loans, but the blended default
rate analysis is calibrated with a slightly larger share of used
car loans to 40% as per the covenants established during the
revolving period.

Recoveries Based on Comparable Transactions
Fitch's credit analysis captures a recovery expectation of 25% on
defaulted amounts under a base case scenario, which is
substantiated with observed recoveries from comparable unsecured
securitizations rated by Fitch. The agency has given no credit to
recovery vintage data presented by BBVA, considering the
inconsistencies found, such as unexplained peaks in very late
post-default periods. The lifetime credit loss rate on the
collateral is therefore assumed at 4.3% under a base case
scenario.

Revolving Period Exposure
The revolving period will be terminated early if the balance of
loans in arrears over 90 days is greater than 2.2% of the
collateral balance. Fitch views this level as much tighter than
the historical arrears ratio presented by BBVA on its auto loan
book, which has ranged between 5% and 8% over the past five
years, and therefore believes the transaction is exposed to
buybacks of non-performing loans by the originator. This risk has
been captured in Fitch's default rate stresses, and prepayment
rates will be carefully monitored since the seller and
transaction trustee will not report buybacks separately.

High Performance Stresses
The 'A+' lifetime default rate assumption of 25% implies a
default rate multiple of 4.4x from the base case, which is high
compared with other recent transactions rated by Fitch. This
multiple captures several risk factors, such as the revolving
period exposure and significant loan book performance volatility
observed during periods of stress, particularly in the used car
loan segment. The credit loss rate expectation under a 'A+'
stress scenario is 21%.

Strong Credit Enhancement
The class A and B notes have credit enhancement of 17% and 4.5%,
respectively, provided by overcollateralization and the reserve
fund. In addition, the transaction benefits from significant
excess spread as the assets will pay a minimum fixed rate of 7.5%
(as per the revolving covenants) compared with the 1% weighted
average fixed rate on the liabilities. Available excess spread on
each interest payment date may be used to provision for defaults,
defined in the transaction as receivables in arrears over 18
months.

Counterparty Dependency Caps
Fitch said, "BBVA acts as originator, servicer, SPV account bank
and paying agent. In accordance with Fitch's Counterparty
Criteria, the rating of the notes is capped at 'A+sf' as the
rating trigger upon which remedial actions on the account bank
would be taken is set at 'BBB' and also because no structural
mitigants against servicer disruption risk have been put in
place. Notwithstanding, at the notes' rating scenario, we view
payment interruption risk as immaterial, given the financial
strength of the servicer and that BBVA is a regulated bank under
the Spanish Law."

Class B's Market Value Risk
Fitch has capped the class B notes' rating at 'CCCsf' and has not
assigned a Recovery Estimate. This takes into account the
seller's ability to exercise a clean-up call when the portfolio
balance is less than 10% of its initial amount, which in turn
would liquidate early the transaction, even if available funds
are insufficient to fully amortize class B notes. In such a
scenario, the repayment of the class B notes is exposed to the
price at which the SPV would sell the assets to the seller, among
other factors. The class B notes would have reached a high
speculative-grade or low investment-grade rating without this
risk.

RATING SENSITIVITIES
The following are the model-implied sensitivities from a change
in selected input variables:

Current ratings:
-- Class A notes: 'A+sf'
-- Class B notes: 'CCCsf'

Decrease in recovery rates by 50%:
-- Class A notes: 'A+sf'
-- Class B notes: 'CCCsf'

Increase in default rates by 15% and decrease in recovery rates
by 15%:
-- Class A notes: 'Asf'
-- Class B notes: 'CCCsf'

Increase in default rates by 30% and decrease in recovery rates
by 30%:
-- Class A notes: 'A-sf'
-- Class B notes: 'CCCsf'

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 no adverse
findings material to the rating analysis.

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.

SOURCES OF INFORMATION
The information below was used in the analysis.
-- Loan-by-loan data provided by the arranger as at 21 June 2016
-- Static cumulative arrears data on the originator's loan book
    since 2008, segregated by used car loans and new car loans.
-- Dynamic arrears data since 2006
-- Recovery data from comparable unsecured consumer credit
    securitizations rated by Fitch
-- Prepayments and refinancing stock on the originator loan book
    as of end-2015

REPRESENTATIONS AND WARRANTIES
A comparison of the transaction's Representations, Warranties &
Enforcement Mechanisms to those typical for the asset class will
be available by accessing the appendix that will accompany the
new issue report.


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


FIDOBANK: Put Under Liquidation, Banking License Revoked
--------------------------------------------------------
Interfax-Ukraine reports that the National Bank of Ukraine on
July 18 decided to withdraw the banking license and liquidate
Fidobank.

Fidobank was classified as insolvent on May 20, 2016,
Interfax-Ukraine relates.  As a result of outflow of funds the
bank has got problems with fulfillment of obligations to
customers, Interfax-Ukraine notes.

As of May 20, 2016 the total amount of Fidobank's outstanding
customer operations exceeded UAH500 million (9% of its
liabilities), Interfax-Ukraine discloses.

Temporary administration was introduced in the bank for one month
from May 20 to June 19, 2016, Interfax-Ukraine recounts.

Fidobank was established in 1991.  Fidobank ranked 22nd among 123
operating banks in the country on October 1, 2015 by total assets
(UAH7.616 billion), according to the NBU.


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


DUNNE GROUP: Enters Administration Following Cash Flow Problems
---------------------------------------------------------------
Jillian Ambrose at The Telegraph reports that Dunne Group has
buckled under the pressure of "severe" cash flows problems,
wiping out 524 jobs as it enters administration.

Administrator FRP Advisory said the company folded following
"severe cash flow issues" due to bad debts and rapid expansion
since it was founded in 2001, The Telegraph relates.

Job losses will total 200 in Scotland, with a further 13 job cuts
expected in Leeds, The Telegraph notes.

The company plans to retain just 16 Scottish workers to help wind
down operations, The Telegraph discloses.

According to The Telegraph, the administrators said Dunne had a
turnover of GBP74 million last year and was forecast this year to
hit GBP96 million.  Its remaining assets are expected to be sold
off to cover its outstanding debts, The Telegraph states.

Dunne Group is a Scottish construction firm.


EQUINOX PLC: Moody's Lowers Rating on Class A Notes to Caa3
-----------------------------------------------------------
Moody's Investors Service has downgraded the rating of Class A
Notes issued by EQUINOX (ECLIPSE 2006-1) plc.

Moody's rating action is:

Issuer: EQUINOX (ECLIPSE 2006-1) plc

  GBP329 mil. Class A Notes, Downgraded to Caa3 (sf); previously
   on Dec. 16, 2014, Affirmed Caa1 (sf)

Moody's does not rate the Class B, Class C, Class D, Class E and
Class F Notes.

                        RATINGS RATIONALE

The downgrade action reflects Moody's lowering of recovery
expectations on the Ashbourne loan following an update of our
value assessment of the collateral assets.  The reassesment is
based on concerns around the potential volatility of the
portfolio's earnings before interest, tax and amortization
(EBITDA) given the challenging operating environment faced by the
UK care homes sector.

Moody's downgrade reflects a base expected loss in the range of
45%-55% of the current balance, compared with 25%-30% at the last
review.  Moody's derives this loss expectation from the analysis
of the default probability of the securitized loan (both during
the term and at maturity) and its value assessment of the
collateral.

Methodology Underlying the Rating Action:

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

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

Main factors or circumstances that could lead to a downgrade of
the rating are generally (i) a further decline in the property
values backing the underlying loans or (ii) increased senior
expenses of the Issuer, which may lead to further interest
accruals and reduced recoveries.

Main factor that could lead to an upgrade of the rating is an
increase in the property values backing the underlying loan,
however, an upgrade is unlikely given the negative trends in the
UK care home sector and the short time to the legal final
maturity of the notes in January 2018.

                      MOODY'S PORTFOLIO ANALYSIS

The total note balance at closing in 2006 was GPB401 million.  As
of the April 2016 interest payment date (IPD), the transaction
balance has declined to GBP71.9 million, of which Class A
represents 55.2 million.  The transaction already had a note
event of default on the October 2015 IPD, due to interest
shortfall on the most senior Class A, which also triggered a
liquidity facility event of default.  Since the October 2015 IPD,
the liquidity facility has not been available and unpaid interest
on the Class A and Class B Notes has been accruing due to the
repayment of the prior ranking liquidity facility draw downs.
The outstanding draw downs should be repaid after the next IPD.
The notes are currently secured by a single loan, the Ashbourne
loan.

SUMMARY OF MOODY'S LOAN ASSUMPTIONS

Ashbourne loan -- Moody's LTV: 319% (Whole)/ 140% (A-Loan);
Defaulted; Expected Loss 45%-55%.

As of the April 2016, IPD the Ashbourne loan is secured by 74
care homes in the UK.  Circa 75% of the revenues are derived from
local authorities as opposed to private patients.  The UK care
homes sector is facing significant challenges due to the shortage
of qualified labor and the minimum wage increase legislated by
the UK government.  It is uncertain how much of the labor cost
increase will be compensated by increases of care home fee rates
paid by local authorities.  Due to the high operational leverage
of the assets (operating costs are 82% of revenues and over two
thirds of them are staff costs) small increases in operating
costs have significant impact on EBITDA.  Care homes have limited
alternative use.  For further comments on the impact of the
minimum wage increase on the sector, see:

   http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_1015410

The portfolio of 74 care homes secures the GBP143.3 million
senior securitized loan, which is equally split between the two
securitizations Equinox (Eclipse 2006-1) plc and Hercules
(Eclipse 2006-4) plc.  There is currently no scheduled rent in
place, essentially operating income is being swept to make
payments to the lenders.

Moody's assessment of the value of the 74 properties securing the
Ashbourne senior loan has decreased to GBP102 million from GBP
120 million at the previous review, increasing the senior loan
LTV ratio to 140%.  The Moody's value is based on an EBITDA of 12
million per year and an EBITDA multiple of 8.5x.  Moody's
assumption is that labor costs increases will be largely offset
by increases in care home fee rates paid by local authorities,
leaving EBITDA flat over the medium term.  However, there is
uncertainty about this assumption and EBITDA is very sensitive to
both small increases in operating costs and small changes in the
growth of care home fee rates.

In Moody's recovery determination the rating agency deducted
GBP12 million prior ranking claims reflecting the April 2016 IPD
balances of Priority A Interest Loan, Priority A Hedging
Liabilities Loan and LPI Hedging Liabilities Loan.  Moody's has
made further recovery deductions to account for accrued but
unpaid interest, repayment of the remaining liquidity facility
balance and potential accrued interest due to increasing
enforcement costs.


GHA COACHES: D Jones to Operate Three Services, Hire Drivers
------------------------------------------------------------
Gary Porter at Daily Post reports that a Wrexham bus firm has
hired six redundant GHA Coaches drivers and taken on a number of
routes lost following the company's collapse.

D Jones and Son will operate three services from July 18, which
includes vital transport to Wrexham Industrial Estate, Daily Post
discloses.

GHA Coaches, which employed 320 workers, ceased trading last week
after receiving a winding up petition from HMRC for a GBP700,000
tax bill, Daily Post relates.

Around 20 routes were lost in Wrexham as a result of the collapse
but a number have since been taken on by Arriva and now D Jones
and Son, who worked over the weekend to interview and recruit
drivers, Daily Post relays.  A number of cleaners and mechanics
are also set to be employed in the near future Daily Post notes.

"D Jones and Son are now operating the following routes from
Monday, July 18.  We will be operating to the same times as the
previous operator (GHA)," Daily Post quotes a company statement
as saying.  "We have recruited a number of their drivers and
other personnel."

GHA Coaches was a family business run by principal directors
Gareth and Arwyn Lloyd Davies.


GREENSANDS UK: Fitch Affirms 'B+' Long-Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Greensands UK Ltd's (Greensands) Long-
Term Issuer Default Rating (IDR) at 'B+' and senior secured
rating at 'BB-'. The Outlook on the IDR is Stable.

At the same time, the bonds issued by Southern Water (Greensands)
Financing plc (SWF), which are unconditionally and irrevocably
guaranteed by Greensands as well as its parent, Greensands
Holdings Limited, and its two subsidiaries, Greensands Junior
Finance Limited and Greensands Senior Finance Limited, have been
affirmed at 'BB-'/'RR3'.

Greensands is a holding company of Southern Water Services
Limited (Southern Water or OpCo), one of 10 appointed regulated
water and sewerage companies (WaSC) in England and Wales.

The affirmation and Stable Outlook reflect the adequate dividend
capacity of Southern Water in comparison with the debt service
requirements of Greensands, and its adequate credit metrics.

The ratings also take into account Southern Water's position in
the lower half of the similarly rated peer group in terms of
regulatory and operational performance, as the main operating
subsidiary of the group, as well as the structurally and
contractually subordinated nature of the holding company
financing at Greensands level.

KEY RATING DRIVERS
Adequate Dividend Cover
Fitch said, "For the price review covering April 2015 to March
2020 (AMP6), Fitch forecasts average dividend cover of around 3x
and average post-maintenance and post-tax interest cover (PMICR)
at around 1.3x. We also forecast Greensand's pension-adjusted net
debt/regulatory asset value (RAV) at around 89%-90% over AMP6.
For the year ended 31 March 2016 (FY16) Fitch estimates
Greensand's pension-adjusted net debt/RAV at 90%, dividend cover
at around 2.0x and PMICR at 1.1x.

"Improved dividend cover is mainly a result of around GBP215
million of revenue under-recoveries at Southern Water for AMP5,
which have been returned to the company through a revenue
correction mechanism. We calculate a normalized average dividend
cover of around 2.0x for AMP6, when the effect of the under-
recoveries is excluded."

KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for Southern
Water:
-- Regulated revenues in line with the final determination of
    tariffs for AMP6, i.e. assuming no material over- or under-
    recoveries
-- Combined totex outperformance of around GBP86 million in
    nominal terms over AMP6
-- Underperformance in retail costs
-- Unregulated EBITDA of around GBP4 million per annum
-- Retail price inflation of 2% for FY17 and 2.5% thereafter
-- No impact on cash flow generation from outcome delivery
    incentives, given that financial rewards and penalties will
    all be taken into account as part of the next price review
-- Proceeds from the sale of the non-household retail business
    and a reduction in EBITDA of around GBP4 million p.a. from
    FY18

Fitch said, "In addition, for Greensands we assume:
-- Incremental debt at holding company level based on pension
    adjusted net/debt to RAV of 90% or below for the whole group
-- Average annual finance charge at holding company level of
    around GBP33 million"

RATING SENSITIVITIES
Positive: Future developments that could lead to a positive
rating action include:
-- Sustained improvement of cash flow generation at Southern
    Water as a result of improved regulatory and operational
    performance that would place the company on an average
    position among peers.

Negative: Future developments that could lead to a negative
rating action include:
-- A sustained drop of expected dividend cover below 2.0x, for
    example due to RPI remaining materially below 1.5% over an
    extended period of time
-- Southern Water's covenanted and secured financing going into
    lock-up
-- A marked deterioration in operating and regulatory
    performance of Southern Water or a material change in
    business risk of the UK water sector.

LIQUIDITY
Greensands relies on dividends for debt service. As of March 31,
2016 the company held unrestricted cash and cash equivalents of
GBP20.2 million and GBP40 million of committed, undrawn revolving
credit facilities with a 2019 maturity with the option to extend
for two years. Compared with the company's annual finance charge
of around GBP33 million, Fitch deems available liquidity as
adequate. The next bond maturity is in 2019 for GBP250 million.


HERCULES PLC: Moody's Affirms B1 Rating on GBP43.95MM B Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of two classes
of Notes issued by Hercules (Eclipse 2006-4) plc:

  GBP666 mil. A Notes, Affirmed Baa1 (sf); previously on
   April 16, 2014, Affirmed Baa1 (sf)
  GBP43.95 mil. B Notes, Affirmed B1 (sf); previously on
   April 16, 2014, Affirmed B1 (sf)

Moody's does not rate the Class C, Class D and the Class E Notes.

                         RATINGS RATIONALE

The ratings on the Class A and Class B Notes are affirmed because
their current credit enhancement levels of 49.3% and 34.7%
respectively are sufficient to maintain the rating despite the
increased loss expectation of the pool arising from lower
recovery expectations on the Ashbourne Portfolio.

The ratings on the Class A Notes also reflect Moody's concerns
around the higher uncertainty around the recovery prospects as
the transaction approaches Note legal final maturity in October
2018.

Moody's affirmation reflects a base expected loss in the top end
of the range of 10%-20% of the current balance, compared with the
lower end at the last review.  Moody's derives this loss
expectation from the analysis of the default probability of the
securitized loans (both during the term and at maturity) and its
value assessment of the collateral.

Methodology Underlying the Rating Action:

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

Other factors used in these ratings are described in European
CMBS: 2016-18 Central Scenarios published in April 2016.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property values backing the
underlying loans, (ii) an increase in default risk assessment,
especially for the largest loan, which accounts for 67% of
aggregate pool balance or (iii) slower workout process,
especially in the case of the largest loan which will increase
the probability of non-payment at the Note legal final maturity
in October 2018.

Main factors or circumstances that could lead to an upgrade of
the ratings are (i) an increase in the property values backing
the underlying loans, (ii) repayment of loans with an assumed
high refinancing risk or (iii) a decrease in default risk
assessment.

                    MOODY'S PORTFOLIO ANALYSIS

As of the April 2016 IPD, the transaction balance has declined by
63% to GBP302 million from GPB815 million at closing in December
2006 due to the pay off of four loans originally in the pool.
The notes are currently secured by three first-ranking legal
mortgages over 118 commercial properties ranging in size from 9%
to 67% of the current pool balance.  The pool has an above
average concentration in terms of geographic location with all
properties located in the UK and average concentration in terms
of property type (71% office, 17% nursing homes and 12% retail by
market value).  Moody's uses a variation of the Herfindahl Index,
in which a higher number represents greater diversity, to measure
the diversity of loan size.  Large multi-borrower transactions
typically have a Herf of less than 10 with an average of around
5. This pool has a Herf of 1.94, lower than at Moody's prior
review.

The weighted average ("WA") Moody's loan-to-value ("LTV") ratio
on the securitised pool is currently 108% up from 101% at
previous review.  This compares with the current UW LTV of 72% on
the securitised pool.  Taking into account the B-notes of two of
the loans, the WA Moody's LTV ratio on a whole loan basis is
226%.

                 SUMMARY OF MOODY'S LOAN ASSUMPTIONS

Below are Moody's key assumptions for the loans.
River Court - LTV: 106% (Whole)/ 92% (A-Loan); Total Default
probability: High; Expected Loss < 5%.

The loan is backed by River Court a 425,000 sq ft office building
located on Fleet Street in Central London.  The asset is almost
fully let to Goldman Sachs on a lease which expires in 2025 but
has a break option in 2020.  Moody's understands that Goldman
Sachs is constructing a new office complex nearby and as such
have assumed the break option will be exercised.  In Moody's
view, there is a high degree of uncertainty that the loan will
repay at maturity in October 2016.

Ashbourne Portfolio - LTV: 319% (Whole)/ 140% (A-Loan); Total
Default probability: NA; Expected Loss 45%-55%.

As of the April 2016 IPD the Ashbourne loan is secured by 74 care
homes in the UK.  Circa 75% of the revenues are derived from
local authorities as opposed to private patients.  The UK care
homes sector is facing significant challenges due to the shortage
of qualified labor and the minimum wage increase legislated by
the UK government.  It is uncertain how much of the labour cost
increase will be compensated by increases of care home fee rates
paid by local authorities.  Due to the high operational leverage
of the assets (operating costs are 82% of revenues and over two
thirds of them are staff costs) small increases in operating
costs have significant impact on EBITDA. Care homes have limited
alternative use.   For further comments on the impact of the
minimum wage increase on the sector, see:

   http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_1015410

The portfolio of 74 care homes secures the GBP143.3 million
senior securitized loan, which is equally split between the two
securitizations Equinox (Eclipse 2006-1) plc and Hercules
(Eclipse 2006-4) plc.  There is currently no scheduled rent in
place, essentially operating income is being swept to make
payments to the lenders.

Moody's assessment of the value of the 74 properties securing the
Ashbourne senior loan has decreased to GBP102 million from GBP
120 million at the previous review, increasing the senior loan
LTV ratio to 140%.  The Moody's value is based on an EBITDA of 12
million per year and an EBITDA multiple of 8.5x.  Moody's
assumption is that labor costs increases will be largely offset
by increases in care home fee rates paid by local authorities,
leaving EBITDA flat over the medium term.  However, there is
uncertainty about this assumption and EBITDA is very sensitive to
both small increases in operating costs and small changes in the
growth of care home fee rates.

In Moody's recovery determination we deducted GBP 12 million
prior ranking claims reflecting the April 2016 IPD balances of
Priority A Interest Loan, Priority A Hedging Liabilities Loan and
LPI Hedging Liabilities Loan.  Moody's has made further recovery
deductions to account for accrued but unpaid interest, repayment
of the remaining liquidity facility balance and potential accrued
interest due to increasing enforcement costs.

Welbeck Portfolio - LTV: 139% (Whole)/ 139% (A-Loan); Total
Default probability: Very High; Expected Loss 30%-40%.


LOWCOST TRAVELGROUP: Customers May Receive Few Pounds for Claims
-----------------------------------------------------------------
Belfast Telegraph reports that customers of Low Cost Holidays
could receive just a few pounds in compensation after the firm
went into administration, the administrator has reportedly
warned.

The budget tour operator blamed "the recent and ongoing turbulent
financial environment" when it went into administration late last
week, leaving 27,000 customers abroad and 110,000 with future
bookings, Belfast Telegraph relates.

It was not registered with the Government-backed Atol scheme,
which would have compensated them in full, Belfast Telegraph
states.

Smith & Williamson, which has been appointed as administrator,
told The Times the company has a bond in place for EUR1.3 million
(GBP1.09 million) -- enough to pay out a few pounds to each
customer, Belfast Telegraph relays.

According to Belfast Telegraph, Finbarr O'Connell --
finbarr.o'connell@smith.williamson.co.uk -- of Smith &
Williamson, told the newspaper: "There is a bond in place, but
for the very limited sum of EUR1.3 million.  The potential claims
from customers are expected to be very substantial and could be
more than GBP50 million.

"There are about 140,000 customers we believe have lost out.
Sadly, this means there will be very little back for any claim."

Lowcost Travelgroup is a holiday booking company.


LOWCOST TRAVELGROUP: Collapse to Hit Maltese Hotel Operators
------------------------------------------------------------
Times of Malta reports that the collapse of online travel agency
Low Cost Travel could cost Maltese hotel operators hundreds of
thousands of euros, according to the hoteliers' association.

Operators are also braced for the possibility of other
international travel agencies following Low Cost Travel into
collapse due to the financial upheaval after last month's Brexit
referendum, Times of Malta relates.

Low Cost Travel Group went into administration on July 15, with
those hit including 27,000 people already on holiday and a
further 110,000 who have booked but not yet travelled, Times of
Malta recounts.  There are potentially hundreds either in Malta
already or due to travel in the coming weeks, Times of Malta
discloses.

Malta Hotels and Restaurants Association president Tony Zahra
told the Times of Malta the association was in the process of
assessing the impact on local establishments, with a meeting
scheduled for Friday, July 22, to determine the way forward.

However, eight hotels that had passed on information to the MHRA
all reported losses in the five-figure range, Times of Malta
relays.  The final tally is expected to be significantly higher,
as data collection is hampered by the fact that Low Cost Travel
operated through a number of agencies in different countries,
Times of Malta notes.

Hotel operators are out of pocket for all guests who booked
through the agency in the last few weeks, with only slim hopes of
claiming the money from Low Cost Travel, which had not passed on
payment before going into administration, Times of Malta says.

Lowcost Travelgroup is a holiday booking company.


STORE TWENTY ONE: Creditors Approve Company Voluntary Arrangement
-----------------------------------------------------------------
Jill Geoghegan at Drapers reports that value fashion retailer
Store Twenty One is looking to close 82 stores after creditors
voted in favor of its company voluntary arrangement (CVA).

The closures would take its total retail footprint from 202 to
120 stores, Drapers discloses.

The CVA proposals were approved at a meeting on July 15 after 86%
of creditors voted in favor, sources told Drapers.

Grabal Alok (UK), which trades as Store Twenty One, appointed
AlixPartners as nominees for its CVA on June 28, Drapers
recounts.  At the same time, administrators were appointed to its
property subsidiaries, Be-Wise and QS, Drapers relays.

According to Drapers, a spokeswoman from AlixPartners said: "The
]CVA has been approved with the support of almost 90% of
creditors."

However, she could not confirm how many stores will close,
Drapers notes.

James Keates -- james.keates@shoosmiths.co.uk -- restructuring
partner at Shoosmiths, which advised Store Twenty One, said the
deal would save "more than a thousand jobs", Drapers relates.

A source close to the situation told Drapers value retailer
Pep&Co may pick up some of the Store Twenty One units.

Store Twenty One operates 202 stores and employs more than 1,000
people across the UK.


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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