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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, September 29, 2016, Vol. 17, No. 193


                            Headlines


G E R M A N Y

DEUTSCHE BANK: German Gov't Denies Rescue Plan Speculation
DEUTSCHE ERDOEL: S&P Affirms 'BB-' CCR, Outlook Stable
SC GERMANY: DBRS Assigns Prov. BB Rating to Class D Notes


L U X E M B O U R G

INTELSAT SA: S&P Lowers Corporate Credit Rating to 'SD'


N E T H E R L A N D S

GLOBAL UNIVERSITY: Moody's Affirms B3 CFR, Outlook Stable
GLOBAL UNIVERSITY: S&P Affirms 'B+' CCR, Outlook Remains Negative
IHS NETHERLANDS: Moody's Assigns B1 Corporate Family Rating
IHS NETHERLANDS: S&P Assigns Prelim. 'B+' CCR, Outlook Stable


N O R W A Y

BAYERNGAS NORGE: S&P Affirms 'B+' CCR, Then Withdraws Rating


R U S S I A

PETROPAVLOVSK PLC: Posts First Profit Following Torrid Years
TERRITORIAL GENERATING: S&P Assigns 'BB+' CCR, Outlook Stable


S P A I N

GRUPO ANTOLIN-IRAUSA: Moody's Raises CFR to Ba3, Outlook Stable
NH HOTEL: S&P Affirms 'B' CCR, Outlook Remains Stable
SANTANDER HIPOTECARIO 3: Fitch Assigns Bsf Rating to Cl. A1 Notes


T U R K E Y

ISTANBUL: Moody's Lowers Issuer Ratings to Ba1, Outlook Stable
* Moody's Cuts Ratings on 6 Turkish Banks' Covered Bond Ratings
* Moody's Concludes Review on 17 Turkish Financial Institutions


U K R A I N E

FINEXBANK PJSC: Decides to Undergo Self-Liquidation


U N I T E D   K I N G D O M

CABOT FINANCIAL: S&P Affirms 'B+' Counterparty Credit Rating
CARE CIRCLE: Goes Into Administration
GRIFFON FUNDING: Moody's Assigns Ba3 Rating to Class B1 Notes
INFINIS PLC: Fitch Affirms 'BB-' LT Issuer Default Ratings
ISAAC ABRAHAM: Goes Into Administration

JAGUAR LAND: Moody's Raises CFR to Ba1, Outlook Remains Pos.
LOUVRE: Directors Fined Over Fund's Administration
MONARCH AIRLINES: Set to Unveil "Significant Investment"
VH MCDEVITT: Director Disqualified Over Wrongful Conduct
VIRGIN MEDIA: S&P Assigns 'B' Rating to GBP350MM Sr. Unsec. Notes


                            *********



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


DEUTSCHE BANK: German Gov't Denies Rescue Plan Speculation
----------------------------------------------------------
The Local.de reports that Germany's finance ministry on Sept. 28
said the government was "not preparing rescue plans" for Deutsche
Bank, denying a newspaper report that state aid was being
considered for the embattled lender.

"The report is wrong. The government is not preparing rescue
plans.  There are no grounds for such speculation," The Local.de
quotes the ministry as saying in a statement.

According to The Local.de, respected weekly newspaper Die Zeit had
earlier said government officials were working on a plan to rescue
the bank "if the worst comes to the worst".

Deutsche Bank on Sept. 28 also denied rumors it had sought state
aid and announced the billion-euro sale of its British insurer
Abbey Life, in a bid to reassure investors spooked by a
potentially massive US fine, The Local.de notes.

State aid "is not on the table", chief executive John Cryan told
Germany's biggest-selling newspaper Bild after the lender's share
price sank to a historic low this week, The Local.de relays.

Die Zeit had reported that German and EU officials were working on
a rescue plan to be triggered if the bank is hit with an
unaffordable US$14-billion fine over its role in the US mortgage
crisis, The Local.de relates.

Deutsche has been dominating business headlines ever since the US
Department of Justice (DoJ) made its demand for the eye-watering
fine earlier this month, The Local.de recounts.

If Deutsche is unable to negotiate the sum down to less than the
US$5.5 billion it has set aside for legal costs and fines, it
could be forced to raise fresh capital on the markets, diluting
the value of its shares, The Local.de states.

The latest scare for investors came at the weekend, when German
media reported Deutsche had turned to Berlin for help and been
refused, The Local.de notes.

According to The Local.de, Mr. Cryan insisted to Bild that he had
"at no point" asked Chancellor Angela Merkel for a rescue, adding
that "I also didn't hint at any such thing".

But Die Zeit is to report today that Berlin plans that "if the
worst comes to the worst" to sell off parts of Deutsche Bank to
other financial institutions, and could "in the most extreme
emergency" buy a 25% stake in the bank, according to The Local.de.

Deutsche Bank is a German global banking and financial services
company with its headquarters in the Deutsche Bank Twin Towers in
Frankfurt.  The bank offers financial products and services for
corporate and institutional clients along with private and
business clients.


DEUTSCHE ERDOEL: S&P Affirms 'BB-' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term corporate credit
rating on Germany-based oil and gas company Deutsche Erdoel AG
(DEA).  The outlook is stable.

At the same time, S&P assigned an issue rating of 'B+' to the
proposed EUR400 million senior unsecured notes due in 2022 to be
issued by DEA Finance S.A. and guaranteed by DEA.  The recovery
rating is '5', indicating S&P's expectation of modest recovery
prospects in the lower half of the 10%-30% range.

The rating on the bond is subject to the successful closing of the
transaction and S&P's review of the final documentation.

The rating on DEA continues to reflect S&P's view of the company's
fair business risk profile and aggressive financial risk profile.

In S&P's view, the main drivers for DEA's business risk are its
midsize production and reserves that are spread across fields in
countries with low and higher risk assessments.  At present, the
majority of production and earnings before interest, taxes,
depreciation, amortization, and exploration (EBITDAX) is derived
from very low risk countries: Germany and Norway.  However, from
2018, S&P expects an increased contribution from Egypt and
Algeria, which S&P views as very high risk countries of operation.
S&P also notes that in 2015, DEA sold its assets in the U.K. and
purchased assets in Norway.  This resulted in a 20% increase in 2P
(proved and probable) reserves to 575 million barrels of oil
equivalent (mmboe) from 476 mmboe in 2014.  On a pro forma basis
(excluding U.K. assets and including Norway), DEA produced 140,000
barrels of oil equivalent per day (boepd) in 2015, achieving
EBITDAX of about EUR1.36 billion.  S&P understands that this
production rate is likely to reduce to about 126,000 boepd in
2016.  This decrease is primarily explained by the natural decline
of mature production in Germany--where DEA is typically the field
operator--and Norway, as well as the sale of interests in Egypt.

S&P's assessment of DEA's business also reflects S&P's view of
generally average profitability compared with its global peer
group, in terms of return on capital and unit operating cash
generation.  However, S&P sees some indicators of improving
operating efficiency; for example, finding and development (F&D)
costs had been higher than average, but were more in line with
peers in 2015.  DEA's three-year average F&D costs during 2012-
2014 were assessed at about $35/boe, but improved to below $15/boe
in 2015.

DEA's future production profile will depend on its ability to
access and develop new fields.  The company is planning to offset
depleting production in Germany and Norway by investing in these
countries, as well as through production from new fields in Egypt
and Algeria that are expected to come on stream in 2017.  The
successful start-up of these fields, in S&P's view, will be
crucial for achieving organic growth in 2017-2020.  Another
potential area of growth is acquisitions, likely focused on
current core regions such as Norway and Germany.  DEA's management
plans to achieve 200,000 boepd by 2020 and S&P understands this
target may be reached through the purchase of typically producing
assets.  Although LetterOne Holdings S.A. --the sole owner of DEA
-- may again provide some equity financing for acquisitions, S&P
do not exclude that they may also be partly funded with debt.

In the next year or so, the combination of modestly declining
production and the current period of low oil and gas prices will
continue to weigh on the financial profile of the company.  S&P
forecasts FFO to debt of slightly higher than 20% on a three-year
weighted-average basis over 2016-2018.  S&P anticipates declining
production in 2016 and 2017; total annual production in 2016 is
forecast at 126,000 boepd, decreasing to 110,000 boepd in 2017.
As North African projects under development start producing, S&P
sees potential for growth in 2018 and project production to
improve to above 112,000 boepd.  S&P do not incorporate any
acquisitions in its base-case forecast that would help DEA achieve
its public target of production at 200,000 boepd in 2020.  S&P
understands the company will manage acquisitions within the
framework of its financial policy -- namely reported net debt to
EBITDA typically less than 2.5x.  However, major debt-funded
acquisitions may lead to an increase in financial leverage beyond
our assumptions, which could result in a downward adjustment of
S&P's financial risk profile assessment.

S&P's base case assumes:

   -- Brent price at $40/boe in 2016, $45/boe in 2017, and
      $50/boe in 2018 onward.  S&P also assumes a Henry Hub price
      of $2.5/million British thermal units (Btu) in 2016,
      $2.75/million Btu in 2018, and $3.0/million Btu from 2018.

   -- Euro/U.S. dollar rate at about EUR0.9 per dollar for 2016-
      2018.

   -- A slight decrease in total production from 144,000 boepd in
      2015 (on pro forma basis) to 126,000 boepd in 2016, and
      then to 110,000 boepd in 2017 due to a natural decline in
      Germany and Norway and a farm-down agreement in Egypt,
      under which a third party acquired an interest in DEA's
      license.  S&P anticipates production growth in 2018, after
      assets in start-up operations in Egypt, resulting in
      projected production of about 112,000 boepd.

   -- Adjusted returns on capital and EBITDA margins are forecast
      to improve over 2016-2018 with operating efficiencies from
      new assets and a cost-cutting program. EBITDAX margin is
      forecast at 55% in 2016, strengthening to 60% in 2018.

   -- Estimated capital expenditure (capex) of about
      EUR750 million in 2016, EUR660 million in 2017, and
      EUR700 million in 2018.

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

   -- Adjusted EBITDAX of above EUR800 million in 2016 and 2017
      and about EUR900 million in 2018.

   -- FFO to adjusted debt of about 19% in 2016, increasing to
      23% in 2018.

   -- Breakeven to modestly positive free operating cash flow
      (FOCF) and discretionary cash flow resulting in weak
      corresponding debt ratios on a three-year weighted-average
      basis for 2016-2018.

The stable outlook reflects S&P's forecast of broadly breakeven
FOCF in the next year or so and moderating net leverage -- with
S&P Global Ratings-adjusted three-year average debt to EBITDA
comfortably below 4x and FFO to debt at 20% or above -- as oil
prices increase modestly in line with S&P's price assumptions and
new production begins.

S&P sees some risk that DEA's expansion strategy could result in
aggressively funded acquisitions.  Such purchases and leveraging
could result in a downgrade, especially if FFO to debt were well
below 20% or debt to EBITDA were over 4x for a protracted period.
Further sustained reductions in oil prices below our assumptions
of $40/bbl for the remainder of 2016 and $45/bbl in 2017 could
also increase the risk of a downgrade unless sufficiently offset
by cost reductions or lower capital investment.

Over the longer term, capex reductions could result in a
meaningfully declining production profile, which could negatively
affect S&P's assessment of the business assets and also lead S&P
to lower the ratings.

S&P sees limited likelihood of an upgrade over the next year or so
unless DEA sustainably reduces leverage to below 3x with FFO to
debt above 30%.  Over time, a material increase in the scale and
diversification of the reserves and producing assets, combined
with moderate leverage, could lead to an upgrade.


SC GERMANY: DBRS Assigns Prov. BB Rating to Class D Notes
---------------------------------------------------------
DBRS Ratings Limited has finalized provisional ratings on the
Class A, Class B, Class C and Class D Notes (collectively with the
unrated Class E Notes, the Notes) issued by SC Germany Consumer
2016-1 UG (the Issuer) as follows:

   -- AA (sf) on the Class A Fixed-Rate Notes

   -- A (sf) on the Class B Fixed-Rate Notes

   -- BBB (sf) on the Class C Fixed-Rate Notes

   -- BB (sf) on the Class D Floating-Rate Notes

The Notes are backed by a revolving pool of receivables from
consumer loans granted to individuals residing in Germany,
originated and serviced by Santander Consumer Bank AG (SCB), which
is owned by Santander Consumer Finance S.A.

The ratings are based on the considerations listed below:

   -- The sufficiency of available credit enhancement in the form
      of subordination (15.23% for Class A, 9.47% for Class B,
      5.71% for Class C and 4.20% for Class D Notes), in addition
      to excess spread.

   -- The ability of the transaction's structure and triggers to
      withstand stressed cash flow assumptions and repay the
      Notes according to the terms of the transaction documents.

   -- SCB's capabilities with respect to originations,
      underwriting and servicing.

   -- The legal structure and presence of legal opinions
      addressing the assignment of the assets to the Issuer and
      the consistency with DBRS's "Legal Criteria for European
      Structured Finance Transactions" methodology.

DBRS notes that there is a fixed and floating interest rate swap
on the lowest-ranked Class D and Class E Notes and the swap
payments (other than termination payments when the swap
counterparty is the defaulting party under the swap agreement)
rank ahead of the Class A, B and C Notes in the waterfall. DBRS
has considered the relevant interest rate scenarios and the impact
of regular swap payments on the cash flows in accordance with its
methodologies. Unquantifiable termination payments in a scenario
when the Issuer is the defaulting party may also affect the more
senior classes of notes without hedge. However, such circumstance
is expected to be sufficiently remote for the purpose of the
rating assignment, as DBRS does not factor in additional risks
related to scenarios such as post-enforcement after an issuer
default or issuer liquidation.

The transaction was modelled in Intex Dealmaker and the default
rates at which the rated notes did not return all specified cash
flows in a timely manner were determined.

Notes: All figures are in euros unless otherwise noted.

To assess the impact of the changing the transaction parameters on
the rating, DBRS considered the following stress scenarios, as
compared to the parameters used to determine the rating (the "Base
Case"):

   -- Probability of Default (PD) Rates Used: Base Case PD of
      6.6%, a 25% and 50% increase on the base case PD.

   -- Loss Given Default (LGD) Used: Base case LGD of 82.5%,
      increase to 90% and 100%.

DBRS concludes that for the Class A Notes:

   -- A hypothetical LGD of 90%, ceteris paribus, would not
      result in a downgrade of the AA (sf) rating of the Class A
      Notes.

   -- A hypothetical LGD of 100%, ceteris paribus, would result
      in a downgrade of the rating of the Class A Notes to A
     (high) (sf).

   -- A hypothetical increase of the Base Case PD by 25%, ceteris
      paribus, would result in a downgrade of the rating of the
      Class A Notes to A (high) (sf).

   -- A hypothetical increase of the Base Case PD by 50%, ceteris
      paribus, would result in a downgrade of the rating of the
      Class A Notes to A (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class A Notes to A (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class A Notes to A (low) (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class A Notes to A (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class A Notes to BBB (high) (sf).

DBRS concludes that for the Class B Notes:

   -- A hypothetical LGD of 90%, ceteris paribus, would not
      result in a downgrade of the A (sf) rating of the Class B
      Notes.

   -- A hypothetical LGD of 100%, ceteris paribus, would result
      in a downgrade of the rating of the Class B Notes to
      A (low) (sf).

   -- A hypothetical increase of the Base Case PD by 25%, ceteris
      paribus, would result in a downgrade of the rating of the
      Class B Notes to A (low) (sf).

   -- A hypothetical increase of the Base Case PD by 50%, ceteris
      paribus, would result in a downgrade of the rating of the
      Class B Notes to BBB (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class B Notes to BBB (high) (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class B Notes to BBB (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class B Notes to BBB (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class B Notes to BBB (low) (sf).

DBRS concludes that for the Class C Notes:

   -- A hypothetical LGD of 90%, ceteris paribus, would not
      result in a downgrade of the BBB (sf) rating of the Class C
      Notes.

   -- A hypothetical LGD of 100%, ceteris paribus, would not
      result in a downgrade of the BBB (sf) rating of the Class C
      Notes.

   -- A hypothetical increase of the Base Case PD by 25%, ceteris
      paribus, would not result in a downgrade of the BBB (sf)
      rating of the Class C Notes.

   -- A hypothetical increase of the Base Case PD by 50%, ceteris
      paribus, would result in a downgrade of the rating of the
      Class C Notes to BB (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class C Notes to BBB (low) (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class C Notes to BB (low) (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class C Notes to BB (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class C Notes to B (sf).

DBRS concludes that for the Class D Notes:

   -- A hypothetical LGD of 90%, ceteris paribus, would not
      result in a downgrade of the BB (sf) rating of the Class D
      Notes.

   -- A hypothetical LGD of 100%, ceteris paribus, would not
      result in a downgrade of the BB (sf) rating of the Class D
      Notes.

   -- A hypothetical increase of the Base Case PD by 25%, ceteris
      paribus, would not result in a downgrade of the BB (sf)
      rating of the Class D Notes.

   -- A hypothetical increase of the Base Case PD by 50%, ceteris
      paribus, would result in a downgrade of the rating of the
      Class D Notes to B (high) (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 90%, ceteris paribus, would not result
      in a downgrade of the BB (sf) rating of the Class D Notes.

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 90%, ceteris paribus, would result in a
      downgrade of the Class D Notes to B (sf).

   -- A hypothetical increase of the Base Case PD by 25% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class D Notes to B (high) (sf).

   -- A hypothetical increase of the Base Case PD by 50% and a
      hypothetical LGD of 100%, ceteris paribus, would result in
      a downgrade of the Class D Notes to B (low) (sf).



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


INTELSAT SA: S&P Lowers Corporate Credit Rating to 'SD'
-------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Luxembourg-based Intelsat S.A. to 'SD' from 'CC'.  S&P also
removed the ratings from CreditWatch, where it had placed them
with negative implications on Aug. 30, 2016.

At the same time, S&P lowered the issue-level rating on Intelsat
Jackson's 6.625% senior notes due 2022 to 'D' from 'CC' and
removed the ratings from CreditWatch negative.  The recovery
rating is '4', indicating S&P's expectation for average (30%-50%;
upper half of the range) recovery for lenders in the event of a
payment default.  All other issue-level ratings remain unchanged.

"The downgrade follows the close of Intelsat's most recent debt
exchange for Intelsat Jackson's 6.625% senior notes due 2022,"
said S&P Global Ratings credit analyst Rose Askinazi.

S&P considers the transaction tantamount to a selective default
because it views the combination of cash and new securities
offered to be less than the original par amount of the notes.  In
addition, absent the company's current and future subpar debt
repayments and ongoing restructuring efforts, S&P do not believe
the existing capital structure is sustainable.  As of the early
settlement date (Sept. 15, 2016), Intelsat repurchased
$141.4 million in face value of its 2022 notes with a combination
of cash and newly issued 8% secured notes due 2024.  S&P expects
the issue-level rating on this debt to remain 'D', given S&P's
expectation that the company will redeem the minimal amount that
remains outstanding, around $0.4 million.  Separately, Intelsat
has received commitments from holders to eliminate substantially
all of the restrictive covenants and waive any events of default
pertaining to the notes.



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


GLOBAL UNIVERSITY: Moody's Affirms B3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has affirmed Global University Systems
Holding B.V. corporate family rating of B3, and the probability of
default rating of B3-PD.  Concurrently, Moody's has affirmed the
B3 instrument rating on the GBP234.4 million existing senior
secured notes issued Lake Bridge International Plc, and assigned a
B3 instrument rating to the GBP75 million tap, issued by the same
entity.  The outlook on all ratings is stable.

                        RATINGS RATIONALE

The net proceeds of the tap issuance will be used to fund the
company's strategy to grow through 4 small bolt-on acquisitions.
On Aug. 18, GUS acquired Arden University, a UK specialist online
distance learning university.  On Sept. 9, GUS entered into a
definitive agreement for the acquisition of IBAT College in
Ireland, with closing expected by Oct. 7.  In addition has
identified and is currently negotiating with two additional
targets of education providers in the UK and North America As a
result of debt funded acquisitive growth, we expect gross leverage
to move towards 5.0x at year end November 2016 (as adjusted by
Moody's for leases).  The cost to fund, implement and execute the
new acquisitions in the group structure will negatively impact
cash flow metrics and further highlights the execution risk of an
acquisitive growth strategy.

GUS' B3 CFR also reflects the company's (1) requirement to comply
with rigorous regulatory standards to maintain access to degree
awarding powers, government student loans, visa-related licenses
and university entitlements; (2) geographic concentration, with
revenues generated in the UK accounting for over 75% of group
revenue in the year ending November 2015; (3) strong reliance on
sourcing students from outside the EU; (4) limited scale in a
fragmented market dominated by public providers and (5) weak
corporate governance with the position of CEO, shareholder and
board director all combined in one person.

More positively, the CFR reflects GUS's (1) market position as one
of the leading UK private higher education providers of
professional legal education and accounting qualifications; (2)
expected stable drivers of demand for quality private English
language education; (3) strong network of independent recruitment
agents and 500 own staff dedicated to sales, marketing and
business development and (4) diversified product portfolio across
10 core institutions (excluding the acquisitions to be funded with
the tap senior secured notes) spanning a wide variety of courses
and degrees.

Moody's considers GUS's near-term liquidity position to be
adequate.  Pro forma for the tap issuance, the company has ca.
GBP65 million of cash on balance sheet at the end of May 2016
while the GBP15 million super senior RCF is fully drawn.

According to management, the RCF is drawn to prudently comply with
the expectation from UK and oversea sector regulators to hold at
least 30% of annualized cost in cash.  In Moody's analysis, it
therefore considers this cash amount not to be readily available
for general liquidity purposes.

The super senior RCF benefits from a net total leverage
maintenance covenant set at 4.75x.  Moody's expects the company to
maintain satisfactory headroom on its covenant going forward.

                     STRUCTURAL CONSIDERATIONS

Pro-forma for the GBP75 million tap issuance, the capital
structure includes GBP309.4 million senior secured notes (SSN)
maturing 2020, and a GBP15 million super senior RCF maturing in
2019.  The senior secured notes and RCF benefit from first-ranking
security interests.

The B3 rating on the senior secured notes, in line with the
corporate family rating, reflects the limited amount of
liabilities ranking ahead of the notes in the structure (RCF and
trade payables).  The B3-PD probability of default rating, aligned
with the CFR reflects Moody's recovery rate of 50% applied for
all-bond senior secured structures including a super senior RCF
with financial covenants.

                             OUTLOOK

The stable rating outlook reflects Moody's expectation that GUS
will benefit from the acquisitive growth strategy combining ULaw
and the additional small bolt-on acquisitions into its existing
product portfolio and achieve significant cost efficiencies.  The
stable outlook also reflects our expectation that each GUS brand
will maintain its current regulatory approval status, including
degree awarding powers and Tier 4 licenses.

                 WHAT COULD CHANGE THE RATINGS UP

Whilst not envisaged in the near term, the ratings could be
upgraded over time if the company sustains solid levels of organic
growth, achieves the cost synergies from the ULaw merger and
continues to diversify geographically.  Quantitatively, the rating
could be upgraded if debt-to-EBITDA declines sustainably towards
4.0x, and free cash flow to debt improves sustainably towards 5%,
whilst maintaining an adequate liquidity profile.

               WHAT COULD CHANGE THE RATINGS DOWN

The ratings could be downgraded if earnings were to weaken such
that adjusted debt-to-EBITDA increases above 6x, or if free cash
flow or the liquidity profile weakens.  Any material negative
impact from a change in any of the company brands' regulatory
approval status, degree awarding powers, Tier 4 licenses or
university title could also pressure the ratings.

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

GUS is a private higher education provider offering accredited
academic under- and postgraduate degrees, vocational and
professional qualifications and language courses at its
institutions in the United Kingdom, Germany, Canada and Singapore
and through its online platform.  The company's key institutions
include the London School of Business & Finance, the University of
Law and St Patrick's College.  Founded in 2003 and headquartered
in the Netherlands, the company generated around GBP212 million
revenue in the 12 months ended May 2016.


GLOBAL UNIVERSITY: S&P Affirms 'B+' CCR, Outlook Remains Negative
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S&P Global Ratings said that it had affirmed its 'B+' long-term
corporate credit rating on The Netherlands-incorporated private
provider of higher education, Global University Systems Holding BV
(GUS).  The outlook remains negative.

S&P also affirmed its 'B+' issue rating on GUS' senior secured
debt issued by its subsidiary Lake Bridge International PLC.  The
'3' recovery rating on this debt remains unchanged, reflecting
meaningful recovery prospects for creditors in the higher half of
the 50%-70% range in the event of a payment default.

S&P also affirmed its 'BB' issue rating, with a '1' recovery
rating (90%-100% recovery in the event of a payment default), on
the group's GBP15 million super senior revolving credit facility
(RCF).

The affirmation reflects that GUS' leverage is increasing in line
with S&P's previous expectation when it revised the outlook to
negative in July 2016.  The outlook factors in S&P's opinion of a
more aggressive financial policy than in previous years,
especially with regard to debt-funded acquisitions.  The company
is increasing the size of its current GBP234 million senior
secured notes by GBP75 million to repay its bridge loan and to
fund bolt-on acquisitions.  Additionally, the sale-and-leaseback
of University of Law (Ulaw) buildings, which was agreed upon by
its previous owners, came into effect in fiscal 2015 (year-ended
Nov. 30, 2015), and has led to an increase in S&P's adjusted debt
figure by about GBP126 million.  S&P now anticipates adjusted debt
to EBITDA (leverage) of between 4.5x and 5.0x, compared with the
less than 4.0x S&P forecasts last year for fiscal 2016.  This
gives limited headroom under the current 'B+' rating.  Finally,
the group's board-approved commitment to reduce and maintain net
reported leverage below 2.0x in 2017 has now been postponed to
fiscal 2018 and beyond.

"We continue to assess GUS' business risk profile as weak,
reflecting our view of the group's limited geographic
diversification outside the U.K., and its somewhat limited scale
and operations in a niche market, despite the recent acquisitions
announced.  The U.K. market for undergraduate and postgraduate
offerings primarily consists of public education providers, with
only 3% of undergraduates and 9% of postgraduates taught by
private higher education institutions.  We view positively the
ongoing integration of Ulaw within the group and the renewal and
transfer of Ulaw's university title, Taught Degree-Awarding Powers
(TDAP), course designation, and U.K. Visas and Immigration under
the group's regulated activities.  Management has successfully
extracted synergies from its past mergers and acquisitions, which
bodes well for the Arden, IBAT, and two potential acquisitions.
We believe that the group's strong brands and established
relationships with accrediting bodies and other regulators, as
well as its TDAP and university title following the Ulaw
acquisition and Arden, will enable the group to maintain a leading
market position in the growing private higher education market in
the U.K.  We also view favorably the group's diversification in
terms of disciplines and student domiciles, reducing its exposure
to the economic cycle and regulatory changes.  Lastly, we think
that the group's brands, flexible timetables, and digital
capabilities will enable it to retain and attract students,
providing some degree of visibility on revenues," S&P noted.

The aggressive financial risk profile reflects S&P's expectation
of adjusted debt to EBITDA of 4.5x-5.0x in 2016 and 2017 under
S&P's base case, including the impact of the acquisitions.  The
current capital structure comprises the GBP234.4 million senior
secured bond issued last year to finance the Ulaw acquisition, the
GBP75 million new bond issuance, the GBP15 million fully drawn
RCF, and about GBP11 million of shareholder loans.  S&P's adjusted
debt figures also include about GBP126 million of operating
leases.

The negative outlook reflects S&P's expectation that GUS' debt to
EBITDA will increase toward 5.0x in 2016, incorporating the
increase in acquisition-related debt.  Therefore, there is limited
headroom under the current 'B+' rating, and S&P considers that a
more aggressive financial policy, or operational underperformance
than in our base case, could lead S&P to downgrade GUS in the
coming 12 months.

S&P could lower the rating if the group's operational performance
weakened, or if GUS undertook further debt-funded acquisitions,
such that adjusted funds from operations (FFO) to debt fell below
12% or adjusted debt to EBITDA rose above 5x.  S&P could also
lower the rating if free operating cash flow (FOCF) weakened or
turned negative, or if S&P believed that management's financial
policy had become more aggressive.

S&P could revise the outlook to stable if GUS performed at least
in line with S&P's base case, such that reported EBITDA reached
GBP75 million-GBP80 million in fiscal 2016, and if there was
evidence of further growth thereafter, with substantial and
growing FOCF.  The revision of the outlook to stable would hinge
on GUS' ability to reduce its leverage so that FFO to debt
remained sustainably above 12% and adjusted debt to EBITDA
comfortably below 5.0x.  A financial policy supportive of this
level of leverage would also be a prerequisite.


IHS NETHERLANDS: Moody's Assigns B1 Corporate Family Rating
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Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and B1-PD probability of default rating to IHS
Netherlands Holdco B.V. (IHS), a holding company that owns 100% of
IHS Nigeria Limited and IHS Towers NG Limited, formerly known as
Helios Towers Nigeria Limited.

At the same time, Moody's has assigned a Ba3 rating with a loss
given default (LGD) assessment of LGD2 to IHS's proposed
$800 million senior unsecured guaranteed notes due 2021.  The
proceeds will be used to repay existing debt and provide around
$122 million in cash to fund the construction of new towers.

The outlook on the ratings is stable.

This is the first time that Moody's has assigned ratings to IHS.

"The B1 corporate family rating reflects IHS' leading position as
a mobile communications tower operator in Nigeria, with 6,351
towers generating stable cash flow, and largely contracted from
Nigerian subsidiaries of international telecommunications service
providers rated Baa3 and above," says Douglas Rowlings, a Moody's
Assistant Vice President and Analyst.

"IHS has also proven to be a robust and efficient tower operator,
in a country that suffers continual power disruptions, as well as
security challenges," adds Mr. Rowlings.

IHS is owned by IHS Holding Limited (unrated).  The parent company
is committed to extending financial support to IHS, if needed.  In
addition, IHS Holding Limited shares its best-practice operational
know-how underpinned by its large scale as a towers group.  IHS
Holding Limited operates 22,961 towers spanning five African
countries and is the largest tower operator in EMEA.

Nigeria (B1 stable) presents strong growth opportunities for tower
companies.  The country's attractive demographics and long-term
economic growth prospects will likely drive an increasing need for
better quality telecommunications services, which will require
ever more tower capacity.

                         RATINGS RATIONALE

   -- ASSIGNMENT OF A B1 CFR AND B1-PD PROBABILITY OF DEFAULT
     RATING --

The ratings factor the company's stable cash flow, supported by 5-
15 year contract terms, with subsequent renewal provisions for
tower services.  The average lease life remaining was 7.6 years at
June 30, 2016, with contracted tenant lease revenue of over
$1.9 billion during the next five years.

IHS has a tower tenant profile comprising Nigerian mobile network
operators with highly rated parent companies.  IHS' revenues
totalling 90% are derived from MTN Group Limited's (MTN, Baa3
negative), Emirates Telecommunications Grp Co PJSC's (Etisalat,
Aa3 negative) and Bharti Airtel's (Baa3 stable) local operations
in Nigeria.

Moody's considers the likelihood of international
telecommunications service providers allowing their Nigerian
operating entities to default on contractual payments to be low.
Such service providers depend on good relationships with IHS,
which provides tower services for at least two of their African
mobile network operations.

IHS' credit profile is further enhanced by MTN Nigeria's announced
growth plans -- including the intensive rollout of 3G and 4G
services -- which require greater tower density to achieve higher
transmission quality.  The rollout will add 3G and 4G active
infrastructure to 7,345 existing towers and 3,904 new towers in
Nigeria by the end of 2017.

IHS will be allocated approximately 2,000 new technology tenants
on its towers and 1,650 new built-to-suit towers -- or, at MTN
Nigeria's option, co-locations -- from July 1, 2016, until the end
of 2017.

Moody's sees upside beyond that currently factored into IHS'
financial forecasts, given MTN's mobile network operator
competitors' responses to match MTN's technology upgrades.  Such
upgrades will require improvement in the quality of their network
offerings; requiring further tower infrastructure.

IHS' ratings are constrained by:

  (1) The limited scale of its revenue, which will likely
      register around $428 million in 2017;

  (2) Its high debt/EBITDA of around 8.2x including amounts drawn
      on a $900 million intercompany shareholder loan facility,
      which will likely trend towards 6.5x by the end of 2017,
      with 76% of EBITDA generation contractually agreed with
      mobile network operators;

  (3) High concentration of EBITDA generation in Nigeria; a
      country with a foreign currency ceiling of Ba3, with 100%
      of IHS' EBITDA generated and received in Nigerian naira;

  (4) Around 13% of ground sites owned offset by 15-20 year terms
      with an average lease maturity of 8.8 years but requiring
      upfront payment often in 5 or 10 year allotments; and

  (5) The volatility in the naira-US dollar exchange rate, with
      around 78% of IHS' revenue contractually agreed in US
      dollars, and with tower equipment and diesel paid in naira,
      but typically indexed to US dollar pricing from
      international suppliers.

Moody's does not consider IHS' 2016 fundamentals to be a
representative picture of the company's credit metrics due to:

  (1) The removal of fixed exchange rates, leading to a 57.8%
      year-to-date depreciation in the naira relative to the US
      dollar, with likely less volatility in the future;

  (2) The naira-US dollar exchange rate used for contracts with
      IHS' largest customers being set on an annual basis on the
      prevailing average exchange rate in the period, with
      renegotiated contacts transitioning to being reset every
      quarter; and

  (3) The acquisition of Helios Towers not being consolidated for
      a full 12-month period.

The positioning of IHS' ratings at B1, and the upward notching to
Ba3 of the rating on the proposed $800 million senior unsecured
guaranteed notes reflect the fact that the $900 million
subordinated intercompany shareholder loan facility between IHS
and its parent -- under Moody's Hybrid Equity Credit Cross Sector
Rating Methodology -- is classified as debt.

The Ba3 rating also assumes that IHS Holding Limited expects to
have the intercompany shareholder loan remain as a subordinated
debt obligation within the capital structure, with no intention to
equitize it or refinance it with senior debt during the life of
the bond.

The risk attached to IHS' high leverage levels takes into account
the fact that the intercompany shareholder loan exhibits certain
equity-like characteristics and is not external to the group,
partly diminishing the credit risk that stems from high leverage
levels.  Excluding the intercompany shareholder loan from debt,
debt/EBITDA is around 5.2x and trending toward 3.6x by the end of
2017.

IHS' operations will continue to benefit from a management team
which demonstrates a long tenure of successfully operating towers
in Nigeria and other African countries.  Most of the management
team have been with the company for over 10 years from the
commencement of initial operations as a constructor of towers for
mobile network operators in 2001.

Moody's rating assessment does not take into account any further
material debt-funded acquisitions.

                     STRUCTURAL CONSIDERATIONS

The Ba3 (LGD2) assigned to the issuer's proposed $800 million
senior unsecured notes is one notch above the CFR.  This
assignment reflects the notes' pari passu position in the capital
structure, with IHS' Nigerian naira equivalent credit facility up
to $150 million and trade claims.

The proposed senior unsecured notes benefit from a rating uplift
in accordance with Moody's Loss Given Default Methodology.  The
uplift is provided by the drawdown on a $900 million subordinated
shareholder loan providing uplift to IHS' senior debt in its
capital structure, which is split roughly 50% between junior and
senior debt.

Moody's limits the uplift on the notes to Nigeria's foreign
currency ceiling of Ba3.

The notes will be fully and unconditionally guaranteed jointly and
severally on a senior basis by primary operating subsidiaries of
IHS -- namely, IHS Nigeria Limited and Helios Towers Nigeria
Limited -- in addition to other subsidiaries forming part of the
collective organization structure below IHS.  New York laws will
govern the notes, indenture and the guarantees.

                             LIQUIDITY

IHS' liquidity requirements are adequately covered through
operating cash flow generation, existing cash balances, a Nigerian
naira equivalent capex facility up to $150 million, and a $69
million undrawn facility on a $900 million intercompany
shareholder loan facility from IHS' parent, IHS Holding Limited.

Moody's expects these liquidity sources to be sufficient to meet
IHS' tower build-out strategy for the MTN Nigeria commercial deal,
as well as ongoing tower maintenance.  The ability to delay
expenditure in the short-term, provides IHS with a buffer against
unforeseen liquidity pressures arising.

The robustness of IHS' liquidity profile is further predicated on
IHS Holding Limited's track record of shareholder equity
injections.  These injections have then been downstreamed, as and
when required, to IHS through the subordinated intercompany
shareholder loan facility.

                  RATIONALE FOR THE STABLE OUTLOOK

The outlook on the ratings is stable.  Moody's expects that IHS
will grow and deleverage in accordance with its business model and
that the Nigerian regulatory, political and economic environment
will remain supportive.

The stable outlook further assumes that the company will not
embark on any debt-funded acquisitions, because such a situation
would increase debt/EBITDA to levels that are not commensurate
with a tower company rated at B1.

               WHAT COULD CHANGE THE RATING UP/DOWN

Downward pressure on the ratings could come from: (1) a
debt/EBITDA exceeding 6.5x by the end of 2017; (2) a weakening in
the liquidity profile; (3) any shift in IHS Holding Limited's
willingness and capacity to extend financial support to IHS; (4)
adverse contractual, regulatory, economic and/or political
developments that materially impact IHS's ability to operate
profitably and sustainably.

Furthermore, any indication that the company is considering
equitizing its intercompany shareholder loan -- which could
constitute a default under Moody's definition -- could lead to
downward pressure on the ratings.

The ratings are currently constrained by IHS' high concentration
of cash flow generation from Nigeria, and also from the fact that
the company has yet to deliver on its deleveraging strategy.

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.

Headquartered in the Netherlands, with management located in
Lagos, IHS is a leading Nigerian tower company that provides
services primarily to the local Nigerian mobile operating entities
of MTN Group Limited, Emirates Telecommunications Grp Co PJSC and
Bharti Airtel Ltd.

For the 12 months ended Dec. 31, 2015, IHS --factoring a pro-forma
inclusion of its acquisition of Helios Tower Nigeria -- generated
revenues of $329 million and EBITDA of $140 million, according to
Moody's calculations and adjustments.


IHS NETHERLANDS: S&P Assigns Prelim. 'B+' CCR, Outlook Stable
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S&P Global Ratings assigned its preliminary 'B+' long-term
corporate credit rating to Dutch incorporated mobile tower company
IHS Netherlands HoldCo B.V. (IHS Netherlands).  The outlook is
stable.

S&P also assigned its preliminary 'B+' issue rating to the
proposed $800 million bond to be issued by IHS Netherlands.

Final ratings will depend on S&P's receipt and satisfactory of
final documentation of the bond issue and terms and conditions of
new commercial debt.  Accordingly, the preliminary ratings should
not be construed as evidence of final ratings.  If S&P Global
Ratings does not receive final documentation within a reasonable
time frame, or if final documentation departs from materials
reviewed, S&P reserves the right to withdraw or revise its
ratings.  Potential changes include, but are not limited to,
utilization of bonds and new commercial debt, maturity, size and
conditions of bonds, commercial loans and shareholder loans,
financial covenants, and security.

IHS Netherlands is a newly set up subsidiary of Africa-focused
mobile tower infrastructure company IHS Holding Ltd.  In S&P's
opinion, the preliminary rating on IHS Netherlands is supported by
S&P's assessment that it is a core subsidiary of its parent IHS
Holding, the largest independent mobile tower infrastructure
operator in Africa.  The preliminary rating on IHS Netherlands
also reflects S&P's view of the company's exposure to the very
high country risk in Nigeria and that it will have negative free
operating cash flow (FOCF) in 2016-2017, but this is offset by
robust operating margins and declining leverage.  S&P also notes
the company's leading market position and sound growth
opportunities in Nigeria.

IHS Netherlands is the direct parent of existing operating
companies IHS Nigeria Ltd. and Helios Towers Nigeria Ltd. (the
latter entity now renamed HIS Towers NG Ltd.).  The two entities
collectively operate exclusively in Nigeria as one operation.  IHS
Nigeria has been one of the key operating companies in the IHS
Holding group since inception, while Helios Towers Nigeria was
acquired by IHS Holding in second-quarter 2016 and has been fully
integrated.

S&P's assessment of IHS Netherlands' business risk profile is
primarily constrained by the very high country risk in Nigeria.
The currently low oil price environment has been a drag on the
economy, and the Central Bank of Nigeria's (CBN's) strict foreign
exchange controls are constraining manufacturing and trade,
fueling a parallel market in foreign exchange.  In addition, the
CBN's controls undermine the corporate and banking sectors'
foreign currency liquidity.

These weaknesses are partly offset by IHS Netherlands' 29% market
share in the Nigeria independent tower operator market.  The
company also enjoys a significant scope for growth in Nigeria due
to the country's large population and relatively lower mobile
penetration rate.  IHS Netherlands' operations have a good suite
of customers and robust long-term lease agreements with frequent
reset and indexation provisions that mitigate against foreign
exchange volatility and high energy costs (a large component to
ensure continued operations where there is intermittent
electricity supply), respectively.

S&P's assessment of IHS Netherlands' financial risk profile is
constrained by the company's current, but declining leverage, and
projected negative FOCF in 2016 -2017, on the back of large
capital expenditures (capex) to support expansion of the
businesses.  However, due to the robust nature of the long-term
lease agreements, S&P anticipates that IHS Netherlands' leverage
will improve given the company's financial policy and improved
FOCF prospects.   Under the proposed transaction, S&P understands
that approximately $550 million of IHS Nigeria's commercial loans
and $250 million of Helios Nigeria Towers' senior unsecured notes
will be refinanced.

Under S&P's base case for IHS Netherlands for 2017-2018, it
assumes:

   -- Nigerian GDP to contract by 1% in 2016 and rise by 2% in
      2017.

   -- Continued growth in Nigerian mobile demand due to low
      mobile penetration and supportive demand for increased base
      station capacity.

   -- Organic growth of 41% in 2017 and 24% in 2018.

   -- Adjusted EBITDA margin of 63% and 66% in 2017 and 2018,
      respectively.

   -- Capex of $350 million and $110 million in 2017 and 2018,
      respectively.

   -- Issuance of $800 million senior secured notes in 2016 to
      refinance existing debt in IHS Nigeria and Helios Towers
      Nigeria.

   -- No dividend over the forecast period

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

   -- Adjusted debt to EBITDA of 4.2x and 3.1x in 2017 and 2018,
      respectively.

   -- Adjusted funds from operations (FFO) to debt of 13% and 19%
      in 2017 and 2018, respectively.

   -- Significant negative free cash flow of about $0.2 billion
      in 2017 but becoming positive in 2018.

S&P considers IHS Netherlands' liquidity to be less than adequate,
based on its estimate that the ratio of liquidity sources to uses
for the next 12 months started June 30, 2016, will be below 1.2x.
S&P understands that IHS Holding would provide liquidity support
to IHS Netherlands, if needed.

S&P notes that access to U.S. dollar liquidity in Nigeria has been
challenging, but S&P believes that the monetary authorities in
Nigeria have prioritized access to U.S. dollar liquidity for
capital and interest of foreign-currency denominated debt.  Based
on the growth phase of IHS Netherlands' operating companies, it
unlikely that there will be demand for discretionary repatriation
of funds from Nigeria for the medium term.

For the 12 months started June 30, 2016, S&P calculates these
principal liquidity sources:

   -- Cash and liquid investments of about $87 million.

   -- Access to undrawn committed facilities with maturity
      greater than a year of $150 million.

   -- Expected average cash FFO of $100 million.

   -- A new $120 million revolving credit facility available to
      IHS Holding is not included in IHS Netherlands' liquidity
      calculation.

For the same period, S&P calculates these principal liquidity
uses:

   -- Capex of $275 million.

   -- Debt maturities of about $50 million.

                     OTHER CREDIT CONSIDERATIONS

S&P believes that IHS Holding has a stronger credit profile than
IHS Netherlands -- thanks to its large scale operations, better
geographic diversity, stronger credit ratios, and a healthy
liquidity profile -- despite its high exposure to high risk
countries and projected negative FOCF in 2016 -2017 due to capex
investment.  However, S&P's assessment of IHS Holding's business
risk profile is constrained by the very high country risk in
Nigeria, where it derives most of its revenues.

S&P views IHS Netherlands as core for the group as it contributes
a substantial amount to group EBITDA.  S&P acknowledges the
financial support given historically by IHS Holding to its key
subsidiaries, the strong branding and reputational ties that will
be formed between IHS Netherlands and its parent, and the
importance of the Nigeria-based operations to IHS Holding.  As
such, S&P's view of IHS Netherlands' creditworthiness is in line
with our opinion of IHS Holding's credit profile.

                    RATING ABOVE THE SOVEREIGN

S&P's credit assessment on the IHS Holding group is higher than
the foreign currency rating on Nigeria (B/Stable/B) because IHS
Holding passes S&P's hypothetical sovereign default stress test,
which, among other factors, assumes a 50% devaluation of the
Nigerian naira against hard currencies and a 15%-20% decline in
organic EBITDA.

Currently, S&P's credit assessment on IHS Holding can exceed the
sovereign rating by only one notch.  This is because of the
parent's ability to raise financing outside Nigeria and the fact
that most of its cash holdings is in hard currencies in other
jurisdictions.  Additionally, S&P's credit assessment on IHS
Holding is capped at one notch above S&P's transfer and
convertibility (T&C) assessment for Nigeria, which reflects S&P
Global Ratings' view of the likelihood of a sovereign restricting
corporations' access to foreign exchange needed to satisfy their
debt service obligations.

The stable outlook on IHS Netherlands reflects that on the
sovereign rating as well as S&P's current T&C assessment on
Nigeria.  Furthermore, the outlook reflects S&P's view that IHS
Holding will maintain a stronger credit profile than IHS
Netherlands and an adequate liquidity profile.  S&P also takes
into account its opinion that IHS Holding can be rated one notch
higher than Nigeria.

S&P could lower the preliminary rating on IHS Netherlands if S&P
downgraded Nigeria.  In addition, S&P could lower the preliminary
rating if it no longer assess that its rating on IHS Holding can
exceed the sovereign rating by one notch, which could be the
result of less cash reserves in hard currencies or limitation in
accessing external financing.  Furthermore, S&P could lower the
rating if IHS Holding's liquidity was less than adequate or if its
leverage would be higher than expected under S&P's base case.

There is no rating upside given our sovereign rating on Nigeria
and S&P's current T&C and country risk assessments.



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N O R W A Y
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BAYERNGAS NORGE: S&P Affirms 'B+' CCR, Then Withdraws Rating
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S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on Bayerngas Norge A.S., Norway-based oil and gas
exploration and production company.  S&P subsequently withdrew its
rating at the company's request.  At the time of withdrawal, the
outlook was stable.

The affirmation reflected S&P's view that Bayerngas Norge would
continue to benefit from long-term financial support from its
parent and main shareholder, Stadtwerke MÅnchen Gasbeteiligungs
GmbH & Co. KG SWM, enabling the company to meet its liquidity
needs over the coming 12 months despite the challenging market
conditions.



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R U S S I A
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PETROPAVLOVSK PLC: Posts First Profit Following Torrid Years
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Jon Yeomans at The Telegraph reports that Petropavlovsk has posted
its first profit since 2012, as it looks to move on from a torrid
few years.

Petropavlovsk reported a pre-tax profit of US$4.8 million in the
six months to June, against a loss of US$26 million for the same
period a year ago, The Telegraph relates.  According to The
Telegraph, revenue slipped 14.5% to US$254 million as gold
production fell after poor weather in the Amur region of Russia
where it mines.

The company nearly went bust in 2015 but now expects to close a
refinancing deal with its creditors next month that will extend
its debt repayment schedule to 2022, The Telegraph discloses.
Petropavlovsk borrowed heavily earlier this decade to fund
expansion, only to be hit by a downturn in gold prices, The
Telegraph recounts.  In the first half of the year, it slashed
US$12.4 million from its debt pile, bringing it down to US$598
million, The Telegraph relays.

"It's been a long struggle, but even a small profit is better than
what we had in the past," The Telegraph quotes Chairman Peter
Hambro, a City veteran, as saying.

"We've made huge progress with the banks and we've been given the
financial flexibility we need.  The banks really understand what
it is we're doing."

Petropavlovsk is a Russia-based gold miner.


TERRITORIAL GENERATING: S&P Assigns 'BB+' CCR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term and 'B'
short-term corporate credit ratings to Russian electricity
producer PJSC Territorial Generating Company No. 1 (TGC-1).  The
outlook is stable.

S&P also assigned TGC-1 its 'ruAA+' national scale rating.

S&P thinks that TGC-1's business risk profile is constrained by
inherent volatility in the spot electricity market, its dependence
on gas prices, its exposure to an opaque and short-term heating
tariff regime, and a track record of state intervention in the
industry. Other constraints include exposure to country risk in
Russia, which S&P assess as high.

Supportive factors include the company's solid competitive
position in the service area of St. Petersburg and Leningrad
oblast, as well as the Republic of Karelia and the Murmansk
oblast.  Generation is a beneficial mix of gas-fired and
hydropower plants.  The heating business accounts for about 45% of
TGC-1's total revenues and supports the utility's stable cash
flows.  The substantial share of low cost hydrogeneration
underpins the company's higher profitability compared with its
closest peers, including Mosenergo PJSC.  The average plant age is
reasonable following the recently commissioned power plants under
capacity supply agreements, which improves the company's
competitiveness and operating efficiency.

S&P's view of TGC-1's financial risk profile is based on S&P's
forecast credit metrics, including adjusted funds from operations
(FFO) to debt of greater than 40% and leverage ratios (debt to
EBITDA) of below 2.0x.  However, S&P's assessment also reflects a
relatively weaker ratio of free operating cash flow to debt due to
TGC-1's sizable investment needs for further asset modernization.

In addition, S&P considers that TGC-1's financial policy framework
allows the company to take a more leveraged position than S&P
currently factors into its base-case scenario, for example, in
case of additional investment projects, acquisitions, or a higher
dividend payout.  This has a negative impact on the company's
stand-alone credit profile.

The Gazprom group owns 51.8% of TGC-1 through its fully owned
subsidiary Gazprom Energoholding.  S&P thinks that TGC-1 is a
strategic investment for the Gazprom group, in line with the
group's investments into other Russian electricity and heat
generators such as Mosenergo, Moscow Integrated Power Co. PJSC,
and OGK-2 PJSC.  In S&P view, it's unlikely Gazprom will sell the
company in the near term.  That said, S&P thinks that TGC-1 is
less important for the Gazprom group's long-term strategy than its
core gas and oil assets.  S&P therefore views TGC-1 as a
moderately strategic subsidiary of the Gazprom group and apply a
one-notch uplift to S&P's assessment of TGC-1's stand-alone credit
profile (SACP).

The stable outlook mainly reflects that on the ultimate parent,
Gazprom.

S&P expects that the ratings on TGC-1 will continue to be
constrained by the foreign currency rating on Gazprom, given the
company's status within the group.

On a stand-alone basis, S&P expects that TGC-1 will continue to
benefit from its solid competitive position in the service area,
beneficial mix of generating assets, moderate financial leverage,
and adequate liquidity.  These strengths should offset the risks
associated with its large capex program and exposure to volatile
spot electricity prices.

S&P would lower its ratings on TGC-1 if it lowered the local or
foreign currency rating on Gazprom, because it would signal
Gazprom's lessened ability to support the company.  In addition,
S&P don't believe TGC-1 can be rated above its ultimate parent,
given Gazprom's majority ownership of the company and its ability
to control the company's strategy and financial policy.

S&P could also lower the ratings if it saw material deterioration
in TGC-1's SACP, for example, if the company made acquisitions or
enlarged its investment program, with debt to EBITDA increasing
toward 3x and FFO to debt falling toward 30% with no signs of
recovery.

The upside is currently limited in S&P's view.  S&P expects that
the company's ratings will continue to be constrained by the
foreign currency rating on Gazprom.



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


GRUPO ANTOLIN-IRAUSA: Moody's Raises CFR to Ba3, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Grupo Antolin-Irausa, S.A. to Ba3 from B1 and the probability of
default rating to Ba3-PD from B1-PD .  Concurrently, the rating of
the EUR800 million senior secured notes issued by Grupo Antolin
Dutch B.V. has been upgraded by one notch to Ba3 from B1.  The
outlook on all ratings is stable.

"The rating action was prompted by Grupo Antolin's material
outperformance against Moody's expectations at the time of the
transformational acquisition of Magna's interiors operations,
which concluded in mid 2015", said Oliver Giani, Moody's lead
analyst for the European automotive supplier industry.  "As we
expect to see a stabilization of Grupo Antolin's operating
performance around the current level, this will allow the group to
maintain credit metrics which position the rating solidly in the
Ba3 rating category", added Mr. Giani.

                        RATINGS RATIONALE

Grupo Antolin is making good progress with the integration of the
acquired Magna activities and in particular with fixing
operational issues at several acquired plants.  Corporate
functions including procurement and HR have been completely
centralized ahead of plan.

Key credit metrics as of June 2016 are as a result of initial
successes materially ahead of expectations.  Despite of a moderate
reduction in its EBITA margin to 6.8% (LTM ending June 2016) from
a strong 7.6% showed for 2015, a result of the addition of the
lower-margin Magna activities, the group's leverage improved to
3.2x Debt / EBITDA, materially below the 4.0x trigger level set
for the Ba3 rating category.  Supported by low capex spending
Grupo Antolin's free cash flow was around break-even levels during
the first six months of 2016, which may lead to a negative free
cash flow for the full year in case of accelerated investing
activity in line with the group's public guidance during the
second half of the year.

The Ba3 Corporate Family Rating (CFR) is supported by (1) the
company's solid business profile with a strong market position in
interior products in core markets, becoming the global #3-4 player
for interior products following the acquisition of Magna's
automotive interior business with a good level of geographic
diversification, (2) a good track record of Grupo Antolin
stand-alone of profitable growth under an experienced management
team, (3) continued conservative dividend policy and (4) the
company's proven resilience against raw material price volatility.

At the same time, the ratings are constrained by (1) the company's
exposure to the cyclical automotive industry without the
mitigating effect from aftermarket activities, and (2) some
uncertainty related to sustainably achieving targeted profit
improvements in the acquired operations.  Moody's also notes
significant investment needs as well as volatile working capital
swings which have dampened free cash flow generation in the past
and could lead to negative free cash flow generation this year.

                             LIQUIDITY

Moody's considers Grupo Antolin's liquidity profile to be solid.
As of June 2016 the company's cash sources for the next twelve
months are estimated to exceed EUR800 million, including cash
balances of EUR291 million, albeit partly restricted.  The
remainder comprises an undrawn EUR200 million revolving line and
internal cash flow generation.

Expected cash uses totaling approximately EUR700 million for the
12-month period ending June 2017 mainly relate to working cash
required to run the business (working capital consumption to
support the growing business) and significant capex spending.

                         RATING OUTLOOK

The stable outlook factors in the expectation that Grupo Antolin
will be able to continue to manage the integration challenges
resulting from the acquisition of Magna's automotive interior
business, to gradually improve profitability of the acquired
activities and to build on the solid performance the group has
consistently shown since 2010.

               WHAT COULD CHANGE THE RATING UP / DOWN

Upward pressure on the rating could develop if the strong
performance seen during the first six months of 2016 proves to be
sustainable, indicated by EBITA margins stabilizing around 7% (LTM
ending June 2016: 6.8%).  In addition, a consistently positive
Free Cash Flow generation above 5% of net debt (LTM ending June
2016: 2.7%) and a stabilization of leverage below 3.5x debt/EBITDA
(LTM ending June 2016: 3.2x) could be positive for the rating (all
figures in this paragraph are as adjusted by Moody's).

The rating could be downgraded if Grupo Antolin would be unable to
maintain EBITA margin well above 5%, if interest cover falls below
2.5x EBITA / interest expense, in case of material negative free
cash flow or leverage materially above 4.0x debt/EBITDA (all
figures in this paragraph are as adjusted by Moody's).

These ratings are affected:

Upgrades:

Issuer: Grupo Antolin-Irausa, S.A.
  Corporate Family Rating, Upgraded to Ba3 from B1
  Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Issuer: Grupo Antolin Dutch B.V.
  Backed Senior Secured Regular Bond/Debenture, Upgraded to Ba3
   from B1

Outlook Actions:

Issuer: Grupo Antolin-Irausa, S.A.
  Outlook, Remains Stable

Issuer: Grupo Antolin Dutch B.V.
  Outlook, Remains Stable

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Headquartered in Burgos / Spain, Grupo Antolin-Irausa, S.A. is a
family owned tier 1 supplier to the automotive industry.  The
company, which ranks 59 in the world ranking of the largest
automotive suppliers, employs more than 28,300 people and operates
more than 160 production manufacturing plants and just-in-time
facilities in 26 countries.  It focuses its activities on the
design, development, manufacturing and supply of components for
vehicle interiors, which includes cockpits, overheads
(headliners), door trims, seating and interior lighting
components.


NH HOTEL: S&P Affirms 'B' CCR, Outlook Remains Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on Spain-based NH Hotel Group S.A.  The outlook remains
stable.

At the same time, S&P assigned its 'BB-' issue rating to the
group's launched EUR285 million senior secured notes.  S&P
assigned a recovery rating of '1' to the notes, indicating its
expectation of very high (90%-100%) recovery prospects in the
event of a payment default.  S&P affirmed its 'BB-' issue rating
on NH's existing senior secured notes.  The '1' recovery rating on
the notes remains unchanged.

The affirmation follows NH's launch of a EUR285 million senior
secured bond to partly refinance existing debt.  At the same time,
S&P understands NH is putting in place a new EUR250 million
revolving credit facility (RCF), which strengthens its liquidity.
S&P continues to assess the group's liquidity as adequate,
however.  Before the RCF, NH relied significantly on asset sales,
which S&P viewed unfavorably for liquidity purposes.  In addition,
NH's maturity profile will be extended with the notes and
refinancing.  S&P views the transaction as largely neutral for the
group's leverage.

The stable outlook reflects S&P's view that NH will continue to
focus on improving its operating performance, while controlling
working-capital, liquidity, capex, and cost management.  This,
coupled with S&P's expectations of improving profitability and
gradual debt reduction, should continue to strengthen the group's
credit metrics over the next 12 months.  Specifically, S&P expects
NH will post adjusted EBITDA interest coverage above 2x in 2016
and start generating positive free operating cash (FOCF) flow in
2017.

S&P could lower the ratings if NH's operating performance
deteriorates due to macroeconomic or geopolitical event risks, or
competition.  In this scenario, a significant profit decline could
weaken cash flow, leading to a constrained liquidity, covenant
cushion below 15% or adjusted EBITDA interest going below 1.5x.
S&P could also take a negative rating action if the group
distributes dividends that are higher than S&P currently
anticipates, undertakes debt-financed acquisitions, or posts
significant negative (FOCF).

An upgrade of NH is unlikely over the next 12 months.  Over the
long term, S&P could raise the ratings if NH's credit metrics and
financial policy support a revision of its financial risk profile
to aggressive.  This could occur if the group sustained a ratio of
total adjusted debt to EBITDA of less than 5x and a ratio of funds
from operations to total adjusted debt above 12%.  In addition, a
potential upgrade would follow positive FOCF generation on a
sustainable basis and greater stability at the group's shareholder
level.


SANTANDER HIPOTECARIO 3: Fitch Assigns Bsf Rating to Cl. A1 Notes
-----------------------------------------------------------------
Fitch Ratings has downgraded 14 tranches and affirmed 16 tranches
of 4 TDA transactions, non-conforming RMBS transactions originated
and serviced by multiple banks, and FTA, Santander Hipotecario 3,
a prime transaction originated and serviced by Santander.

KEY RATING DRIVERS

Deteriorated Asset Performance

The underlying pools of the TDA transactions are partially backed
by loans originated by Credifimo, a specialized lender targeting
mainly non-prime low income borrowers. Exposure to these loans
constitutes the main driver for the weak performance of the
transactions. As of the latest reporting dates, cumulative gross
defaults range from 8.0% (Santander Hipotecario 3 as of July 2016)
to 28.8% (TDA 28 as of June 2016), up from between 7.6% (Santander
Hipotecario 3 as of July 2015) and 28.0% (TDA 28 as of June 2016).
These numbers are above Fitch's Index of 5.6%. Fitch said, "We
expect cumulative defaults to continue to rise as further loans
roll to default."

Fitch believes that the larger exposure to Credifimo loans in TDA
25 and 28, at 82% and 37% of the respective current pool balance,
suggests that the performance will remain particularly weak as
reflected by the downgrades.

Large Deficiency Ledgers

The outstanding principal deficiency ledgers (PDL) remain high, at
between EUR23.2m (TDA 24 as of June 2016) and EUR180m (Santander
Hipotecario 3 as of July 2016), compared with EUR23.4m (TDA 24 as
of June 2015) and EUR186.9m (Santander Hipotecario 3 as of July
2015). As a result, available excess spread and enforcement
proceeds are key elements for the repayment of the notes. This is
reflected in the affirmation of the 16 tranches and the downgrade
of the junior notes of TDA 24, TDA 27 and Santander Hipotecario 3
as well as the downward revision of the Recovery Estimate (RE) of
TDA 27.

RATING SENSITIVITIES

Given the growing dependency to the recovery inflows, any change
to the recovery income below that of Fitch's stresses would
trigger negative rating action or revision of the Recovery
Estimates.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

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

DATA ADEQUACY

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

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

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

SOURCES OF INFORMATION

Investor and servicer reports provided by Titulizacion de Activos
since close and until:

   -- June 2016 for TDA 24, 25 and 27

   -- July 2016 for TDA 28

Investor and servicer reports provided by Banco Santander since
close and until:

   -- July 2016 for Santander Hipotecario 3

Loan-by-loan data provided by Banco Santander and sourced from the
European Data Warehouse with a cut-off date of July 2016 for
Santander Hipotecario 3

Loan-by-loan data provided by Titulizacion de Activos with a cut-
off date of:

   -- May 2016 for TDA 24, 25 and 27

   -- March 2016 for TDA 28

MODELS

   -- ResiEMEA.

   -- EMEA RMBS Surveillance Model.

   -- EMEA

   -- Cash Flow Model.

The rating actions are as follows

   TDA 24:

   -- Class A1 (ISIN ES0377952009) affirmed at 'Bsf'; Outlook
      Stable

   -- Class A2 (ISIN ES0377952017) affirmed at 'Bsf'; Outlook
      Stable

   -- Class B (ISIN ES0377952025) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class C (ISIN ES0377952033) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class D (ISIN ES0377952041) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   TDA 25:

   -- Class A (ISIN ES0377929007) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 45%

   -- Class B (ISIN ES0377929015) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class C (ISIN ES0377929023) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class D (ISIN ES0377929031) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   TDA 27:

   -- Class A2 (ISIN ES0377954013) affirmed at 'CCCsf'; Recovery
      Estimate 65%

   -- Class A3 (ISIN ES0377954021) affirmed at 'CCCsf'; Recovery
      Estimate 65%

   -- Class B (ISIN ES0377954039) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class C (ISIN ES0377954047) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class D (ISIN ES0377954054) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class E (ISIN ES0377954062) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class F (ISIN ES0377954070) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   TDA 28:

   -- Class A (ISIN ES0377930005) affirmed at 'CCsf'; Recovery
      Estimate 55%

   -- Class B (ISIN ES0377930013) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class C (ISIN ES0377930021) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class D (ISIN ES0377930039) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class E (ISIN ES0377930047) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class F (ISIN ES0377930054) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   FTA, Santander Hipotecario 3

   -- Class A1 (ISIN ES0338093000) affirmed at 'CCCsf'; Recovery
      Estimate 90%

   -- Class A2 (ISIN ES0338093018) affirmed at 'CCCsf'; Recovery
      Estimate 90%

   -- Class A3 (ISIN ES0338093026) affirmed at 'CCCsf'; Recovery
      Estimate 90%

   -- Class B (ISIN ES0338093034) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class C (ISIN ES0338093042) affirmed at 'CCsf'; Recovery
      Estimate 0%

   -- Class D (ISIN ES0338093059) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class E (ISIN ES0338093067) downgraded to 'Csf' from
      'CCsf'; Recovery Estimate 0%

   -- Class F (ISIN ES0338093075) affirmed at 'Csf'; Recovery
      Estimate 0%



===========
T U R K E Y
===========


ISTANBUL: Moody's Lowers Issuer Ratings to Ba1, Outlook Stable
--------------------------------------------------------------
Moody's Public Sector Europe (MPSE) has downgraded to Ba1 from
Baa3 the long-term issuer ratings of the Metropolitan
Municipalities of Istanbul and Izmir, as well as the long-term
issuer rating of Turkey's Housing Development Administration
(Toplu Konut Idaresi Baskanligi, TOKI).  Moody's has affirmed the
existing National Scale Ratings (NSRs) of Aaa.tr on Izmir and
TOKI.  The rating action concludes the review for downgrade
initiated on July 19, 2016.  The outlook is stable.

The action follows Moody's decision to downgrade the Turkey's
government bond rating to Ba1 from Baa3 with a stable outlook on
Sept. 23, 2016.

The downgrade of the ratings on the metropolitan municipalities of
Istanbul and Izmir reflects their strong institutional,
operational and financial linkages with the Turkish government and
the lack of special status, which prevents the municipalities from
being rated above the sovereign.  Metropolitan municipalities in
Turkey, including Istanbul and Izmir, cannot act independently
from the sovereign and do not have enough financial flexibility to
permit their credit quality to be stronger than that of the
sovereign.

In addition, institutional linkages intensify the close ties
between the two levels of government through the sovereign's
ability to change the institutional framework under which Turkish
municipalities operate.

RATINGS RATIONALE

   -- ISTANBUL AND IZMIR --

The decision to downgrade the issuer ratings of Istanbul and Izmir
takes into account the fact that they:

  1) Are highly reliant on central government shared taxes and
     are subject to potential unpredictable potential changes in
     legislation, such as tax redistribution or a cash freeze.

  2) Are strongly dependent on the sovereign's operating
     environment and its weakened external financing capacity.
     The main financial risks for the two cities include
     potential restrictions on market access and high volatility
     in FX exposure.

  3) Increased debt service costs arising from the depreciation
     of the Turkish lira, especially for Istanbul, which has a
     high proportion of FX-denominated debt.

Offsetting these factors, Istanbul's large and dynamic economy and
sound financials will continue to underpin its rating and Moody's
expects it will continue to translate into adequate budgetary
resources available for financing public service operations and
capital investments -- a lingering source of pressure for the
municipal budget.

Similarly, Izmir's ratings continue to reflect the city's dynamic
economy, although it is smaller than that of Istanbul, as well as
its solid budgetary performances and prudent financial management.

   -- TOPLU KONUT IDARESI BASKANLIGI (TOKI) --

The decision to downgrade the issuer rating of TOKI to Ba1 from
Baa3 with a stable outlook reflects the entity's direct
institutional linkages with the Turkish government, and its
strategic role in executing the government's housing and
urbanization policies.  These linkages also support its ratings at
the same level as that of the central government.  The rating
agency notes that TOKI's credit profile also benefits from solid
sales performance, positive financial results, and its limited
debt.

              WHAT COULD CHANGE THE RATINGS UP/DOWN

An upgrade of sub-sovereigns' ratings will require a similar
change in Turkey's sovereign rating.

A downgrade of Turkey's sovereign rating would lead to a downgrade
of the sub-sovereigns' ratings, given their close institutional,
operational and financial linkages.  For Istanbul, downward
ratings pressure may also arise from a sustained growth in debt
servicing costs.

The specific economic indicators, as required by EU regulation,
are not available for Istanbul, Metropolitan Municipality of,
Izmir, Metropolitan Municipality of, Toplu Konut Idaresi
Baskanligi.  These national economic indicators are relevant to
the sovereign rating, which was used as an input to this credit
rating action.

Sovereign Issuer: Turkey, Government of

  GDP per capita (PPP basis, US$): 20,438 (2015 Actual) (also k
   nown as Per Capita Income)
  Real GDP growth (% change): 4% (2015 Actual) (also known as GDP
   Growth)
  Inflation Rate (CPI, % change Dec/Dec): 8.8% (2015 Actual)
  Gen. Gov. Financial Balance/GDP: -0.6% (2015 Actual) (also
   known as Fiscal Balance)
  Current Account Balance/GDP: -4.5% (2015 Actual) (also known as
   External Balance)
  External debt/GDP: 55.4% (2015 Actual)
  Level of economic development: Moderate level of economic
   resilience
  Default history: At least one default event (on bonds and/or
   loans) has been recorded since 1983.

On Sept. 22, 2016, a rating committee was called to discuss the
rating of the Istanbul, Metropolitan Municipality of; Izmir,
Metropolitan Municipality of; Toplu Konut Idaresi Baskanligi.  The
main points raised during the discussion were: The systemic risk
in which the issuer operates has materially increased.

The principal methodology used in rating Metropolitan Municipality
of Izmir and Metropolitan Municipality of Instanbul was Regional
and Local Governments published in January 2013.

The principal methodology used in rating Toplu Konut Idaresi
Baskanligi was Government-Related Issuers published in October
2014.


* Moody's Cuts Ratings on 6 Turkish Banks' Covered Bond Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
covered bonds issued by six Turkish banks (Akbank TAS, Denizbank
A.S., Turkiye Garanti Bankasi AS, Sekerbank T.A.S., Turkiye
Vakiflar Bankasi TAO (Vakifbank), and Yapi ve Kredi Bankasi AS).
The rating of Vakifbank covered bonds remains on review for
downgrade.

                         RATINGS RATIONALE

The rating action on the Turkish covered bonds follows Moody's
lowering of Turkey's local-currency bond ceiling to Baa1 from A3.
As a result, the Turkish covered bonds' ratings are currently
capped at Turkey's local currency bond ceiling of Baa1.

Moody's lowered Turkey's local-currency bond ceiling to Baa1 from
A3 and Turkey's long-term foreign-currency bond ceiling to Baa2
from Baa1 on Sept. 23.

This follows the downgrade of the Government of Turkey's issuer
and bond ratings to Ba1, stable outlook from Baa3 on review for
downgrade, driven by:

  (i) the increase in the risks related to the country's sizeable
      external funding requirements and

  (ii) the weakening in previously supportive credit
       fundamentals, particularly growth and institutional
       strength.

As a result of the lowering of the CRs, Moody's assesses a higher
probability that these issuers would cease making payments under
the covered bonds, which Moody's factors into its methodology
described below.

Vakifbank's covered bonds remains on review for downgrade
Vakifbank covered bond rating remains on review for downgrade, due
to the increased over-collateralization (OC) needed to maintain a
Baa1 rating, which has risen to 22.5% from 20% in a committed
form.  Vakifbank has the ability but not the obligation to commit
further OC.  Vakifbank currently holds 88.5% OC in the program,
20% in a committed form.  If the entity increases the committed OC
to 22.5%, Moody's will confirm the rating at the current Baa1, all
other things being equal.  In this transaction, the covered bonds
are denominated in foreign-currency, while all cover assets are in
domestic currency.  The rating pierces Turkey's foreign-currency
bond ceiling thanks to the currency hedge and ring-fencing of the
swap payments in euro from Turkey through an off-shore-bank
construction.  The rating relies on the swap transaction surviving
a CB anchor event to the extend there is sufficient OC to absorb
potential losses that will lower the probability of a failure to
pay under the swap agreement.  Therefore a high certainty on the
OC level at time of a CB anchor event is required.

                   KEY RATING ASSUMPTIONS/FACTORS

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond.  COBOL
determines expected loss as (1) a function of the probability that
the issuer will cease making payments under the covered bonds (a
CB anchor event); and (2) the stressed losses on the cover pool
assets following a CB anchor event.

The CB anchor for all Turkish covered bonds is the CR Assessment
plus zero notches.  The CR Assessment reflects an issuer's ability
to avoid defaulting on certain senior bank operating obligations
and contractual commitments, including covered bonds.

The cover pool losses for each program is an estimate of the
losses Moody's currently models if a CB anchor event were to
occur.  Moody's splits cover pool losses between market risks and
collateral risks.  Market risks measure losses stemming from
refinancing risks and risks related to interest rate and currency
mismatches (these losses may also include certain legal risks).
Collateral risks measure losses resulting directly from cover pool
assets' credit quality.  Moody's derives the collateral risk from
the collateral score.

All numbers in the List of Affected Credit Ratings are based on
Moody's most recent modelling (based on data, as of the date of
the most recent Performance Overviews).

TPI FRAMEWORK: Moody's assigns a TPI to each covered bond that
indicates the likelihood that the issuer will make timely payments
to covered bondholders following a CB anchor event.  The TPI
framework limits the covered bond rating to a certain number of
notches above the CB anchor.

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

The CB anchor is the main determinant of a covered bond program's
rating robustness.  A change in the level of the CB anchor could
lead to an upgrade or downgrade of the covered bonds. The TPI
Leeway measures the number of notches by which Moody's might lower
the CB anchor before the rating agency downgrades the covered
bonds because of TPI framework constraints.

A multiple-notch downgrade of the covered bonds might occur in
certain circumstances, such as (1) a country ceiling or sovereign
downgrade capping a covered bond rating, or negatively affecting
the CB Anchor and the TPI; (2) a multiple-notch downgrade of the
CB Anchor; or (3) a material reduction of the value of the cover
pool.


* Moody's Concludes Review on 17 Turkish Financial Institutions
---------------------------------------------------------------
Moody's Investors Service has concluded its review for downgrade
of 17 Turkish financial institutions by downgrading the long-term
debt and deposit ratings of 14 entities and confirming the ratings
of 3 financial institutions.  The action follows the downgrade of
Turkish government's debt rating to Ba1, with a stable outlook,
from Baa3, under review for downgrade, on Sept. 23, 2016.

                       RATING DOWNGRADES

Moody's has downgraded the long-term debt and deposit ratings of
10 Turkish financial institutions due to a combination of: 1) the
weakened operating environment, which the rating agency expects
will gradually exert negative pressure on the individual banks'
asset quality, earnings generation and capital; 2) increased
downside risks to funding and liquidity as the banks need to
refinance large amounts of maturing debt in a relatively difficult
global and domestic economic context; and/or 3) the reduced
capacity of the government to provide support in case of need, as
implied by the downgrade of the sovereign rating and/or the
lowering of related rating ceilings.  The affected institutions
are: Akbank TAS, Alternatifbank A.S., HSBC Bank A.S. (Turkey), ING
Bank A.S. (Turkey), T.C. Ziraat Bankasi, Turkiye Halk Bankasi
A.S., Turkiye Vakiflar Bankasi TAO, Turk Ekonomi Bankasi A.S.,
Turkiye Garanti Bankasi A.S., Yapi ve Kredi Bankasi A.S.

Moody's has also downgraded the long-term ratings of four
financial institutions (three banks and one government-related
institution - GRI) owing solely to the weaker capacity of the
government to provide support, as implied by the downgrade of the
sovereign rating.  At the same time the standalone baseline credit
assessments (BCAs) of the three banks were confirmed at existing
levels given their expected resilience to the weakened operating
environment.

The affected banks are: Turkiye IS Bankasi A.S., Sekerbank T.A.S.
and Turkiye Sinai Kalkinma Bankasi A.S.; and the GRI is Export
Credit Bank of Turkey A.S.

                       RATING CONFIRMATIONS

Moody's has confirmed the standalone BCAs and local and foreign
currency debt and local currency deposit ratings of three Turkish
subsidiaries of foreign banks given their expected resilient
standalone profiles despite the challenging environment, and
Moody's expectation of a very high likelihood of parental support.
Furthermore, the ratings of these banks do not incorporate any
uplift associated to government support.  The affected banks are:
Burgan Bank A.S., Denizbank A.S. and Finansbank A.S.

                             OUTLOOKS

Moody's has assigned a stable outlook to fifteen of the 17 banks,
reflecting a combination of both Moody's expectation that these
banks' standalone profiles will remain resilient at their current
levels despite the difficult environment, and the stable outlook
on the government debt rating or the ratings of the parental
groups, which underpins Moody's support assumptions.  A negative
outlook was assigned to the long-term ratings of two banks:
Denizbank A.S. and Sekerbank T.A.S.  For Denizbank, the negative
outlook is aligned with the negative outlook on the parent group
from which Moody's assumes support in case of need.  For
Sekerbank, the negative outlook reflects the bank's relatively
weaker buffers to withstand downside risks.

           ACTION FOLLOWS DOWNGRADE OF GOVERNMENT RATING

The action on Turkish banks follows the downgrade of the Turkish
government's debt rating to Ba1 from Baa3 and the lowering of the
country foreign currency deposit ceiling to Ba2, on 23 September
2016.

In conjunction with the sovereign downgrade, the map on which
national scale ratings (NSR) are assigned was recalibrated, which
has resulted in the repositioning of some banks' NSRs.  The
details of these changes are outlined in the List of Affected
Ratings referenced below.

This concludes the review for downgrade initiated on the 17
aforementioned banks on July 19, 2016.

                         RATINGS RATIONALE

WEAKENED OPERATING CONDITIONS PRESSURE BANKS' STANDALONE CREDIT
PROFILES

The primary and overarching driver for the downgrades is the
weakened operating environment in Turkey, characterized by a
pronounced economic slowdown and challenging funding conditions,
which has led Moody's to lower Turkey's Macro Profile score to
'Moderate-' from 'Moderate'.  The lower Macro Profile score
implies that the country's banks need stronger loss-absorption and
liquidity buffers to withstand the headwinds and remain at the
same rating levels.

Accordingly, the lower macro profile, in conjunction with Moody's
expectation of weakened financial performances has led to the
downgrade of the BCAs of 10 banks, as described in more detail in
the Individual Banks Summary section further below.

Moody's updated forecast for Turkey's real GDP growth is 2.7% on
average over the 2016-19 period, significantly lower than the
average growth of 5.5% recorded for 2010-14.  As a result, Moody's
now assumes that banks' loan growth and revenues will weaken while
problem loans will rise by about 100 basis points by end-2017,
from their system-wide average of 3.1% at end-2015.

The other key factor contributing to the challenging operating
environment is the system-wide reliance on wholesale markets.
Although Moody's has not observed any significant increase in
funding costs or strong evidence of a reduction in Turkish banks'
investor bases to date, the agency remains cautious regarding the
heightened risk of volatility when benchmark interest rates
increase internationally.  This is in contrast with the
accommodative monetary stance expected in Turkey in light of high
inflation and a sensitive domestic political environment.  Moody's
notes that the Turkish banking system's average net loan-to-
deposit ratio of 123% indicates that a significant portion of the
banks' loans are not covered by deposits, having been financed
with relatively short-term wholesale funds as approximately 50% of
these liabilities will mature within the next 12 months.

   - IMPACT OF GOVERNMENT SUPPORT ON LONG TERM DEBT AND DEPOSIT
      RATINGS

Another factor that has prompted the rating action on six Turkish
banks' long-term ratings is the weaker capacity of the government
to provide support, as indicated by its one-notch downgrade on 23
September.

Moody's maintains existing government support assumptions for all
Turkish government-owned banks, which result in one notch of
ratings uplift (unchanged).  Moody's considers that the Turkish
authorities are very likely to assist government-owned
institutions given their systemic importance and contribution to
the economy.  As a result, the long-term local currency debt and
deposit ratings of three government-owned banks (T.C. Ziraat
Bankasi, Turkiye Halk Bankasi A.S., Turkiye Vakiflar Bankasi TAO)
are positioned at Ba1/(P)Ba1, the same level as the government
debt rating.

The same one notch of uplift is assigned to the two largest
systemically important private sector banks (Turkiye IS Bankasi AS
and Akbank TAS), leading to the long-term local currency debt and
deposit ratings at Ba1, the same level as the government debt
rating.

The government support uplift was removed for Sekerbank given the
government's lower capacity to provide support combined with the
bank's low systemic importance in light of limited market shares.

                WHAT COULD MOVE THE RATINGS UP/DOWN

For banks whose ratings incorporate an uplift from government
support, the ratings could be downgraded following the downgrade
of the sovereign rating or if Moody's changes its views of the
government's capacity and/or willingness to provide support in
light of the weakening economic environment.  Similarly, ratings
could also be downgraded if any ceilings are lowered in
conjunction with any sovereign downgrade or the parental support
incorporated in the rating is lowered.

There is limited upside potential for the standalone BCAs of the
banks given the recent downgrades.  For banks with potentially
weaker BCAs, standalone ratings could be downgraded if Moody's
anticipates that the deterioration in the operating environment
will lead to a weakening in refinancing capability, profitability
and asset quality of the banks to a greater extent than currently
assumed.

                     INDIVIDUAL BANKS SUMMARY

T.C. Ziraat Bankasi (Ziraat)

The long-term foreign and local currency debt and local currency
deposit ratings of Ziraat Bank were downgraded to Ba1 from Baa3,
with a stable outlook.  The bank's foreign currency deposit rating
is constrained by the sovereign ceiling at Ba2.  The BCA was
downgraded to ba2 from ba1.

The principal driver for the downgrade is the impact of the
weakened operating environment on Ziraat's standalone financial
fundamentals, particularly on its asset quality and
capitalisation.  Moody's expects the bank's asset quality to
deteriorate gradually, albeit from a low level of problem loans,
at 1.6% of total loans as at H1 2016, putting pressure on its
currently strong net profitability.  The bank's loss absorption
capacity is also supported by strong capitalization, although
capital ratio has declined during the last year (Moody's adjusted
total capital ratio stood at 13% as of H1 2016) and may come under
further pressure due to a fast growth in its loan book and/or
foreign currency volatility.  Ziraat's funding profile is one of
the strongest among Turkish banks.  Although the bank has
increased its reliance on the wholesale market in recent years,
Ziraat still relatively less exposed to changes in funding
conditions, and faces proportionally lower refinancing needs, than
its Turkish peers.

While Moody's continues to assume a very high probability of
support for this fully government-owned bank, the reduced capacity
of the government constrains the long-term local currency deposit
and local and foreign currency debt ratings to the government's
own rating level of Ba1, thus limiting the rating uplift to one
notch.

Ziraat remains one of the highest rated institutions in the
country given its strong and large franchise and established
market shares.

Akbank TAS (Akbank)

The long-term debt and local-currency deposit ratings of Akbank
were downgraded to Ba1 from Baa3, with a stable outlook.  The
bank's foreign currency deposit rating is constrained by the
sovereign ceiling at Ba2.  The BCA was downgraded to ba2 from ba1.

The principal driver for the downgrade is the impact of the
weakened operating environment on Akbank's standalone financial
fundamentals, particularly with regards to asset quality,
capitalisation and funding cost.  Moody's expects the bank's asset
quality to deteriorate gradually, albeit from a low level of NPLs,
at 2.1% as at H1 2016, putting pressure on its net profitability.
The bank's capitalization (with Moody's adjusted capital ratio as
a percentage of RWAs at 13.3% as at H1 2016) has improved during
the last year, but may come under pressure due to the impact of
the sovereign downgrade on RWAs and on overall profitability.
Meanwhile, Akbank's refinancing risk has reduced significantly, as
reflected in a loan to deposit ratio of 106% and in a large
liquidity cushion, however Moody's notes that the bank's reliance
on the wholesale markets remains significant and exposes the bank
to any volatility in investor sentiment.  At the same time,
Akbank's ratings take into account its standalone strengths as one
of the most profitable Turkish banks with solid loss-absorption
capacity.

Akbank remains one of the highest rated institutions in the
country given its strong and large franchise and established
market shares.  While Moody's continues to incorporate one notch
of uplift due to government support assumptions given the systemic
importance of this institution, the reduced capacity of the
government results in the bank's long-term debt and local currency
deposit ratings being at the government's own rating level of Ba1.

Turkiye IS Bankasi A.S. (Isbank)

The long-term foreign and local currency debt and local currency
deposit ratings of Isbank were downgraded to Ba1 from Baa3, with a
stable outlook.  The bank's foreign currency deposit rating is
constrained by the sovereign ceiling at Ba2.  The BCA was
confirmed at ba2.

The principal driver of the downgrade was the corresponding
one-notch downgrade of the government debt rating to Ba1, which
affected the long-term ratings of Isbank.  Moody's incorporates
one notch of uplift due to government support assumptions, given
the systemic importance of Isbank as Turkey's largest private-
sector institution.

The resilience of Isbank's BCA at the ba2 level is driven by its
stable trends in asset quality at 2.3% as at H1 2016, a high level
of provisioning coverage and, consequently, risk absorption
capacity which is in line with other leading Turkish banks.  The
large holdings of liquid assets also mitigate the bank's
refinancing risk and its profitability remains solid.

Turkiye Garanti Bankasi A.S. (Garanti)

The long-term foreign and local currency debt and local currency
deposit ratings of Garanti were downgraded to Ba1 from Baa3, with
a stable outlook.  The bank's foreign currency deposit rating is
constrained by the sovereign ceiling at Ba2.  The BCA was
downgraded to ba2 from ba1.

The principal driver for the downgrade is the impact of the
weakened operating environment on Garanti's standalone financial
fundamentals.  Moody's expects the bank's asset quality to weaken
gradually in line with the market average.  As a first line of
defence, the bank's profitability is strong and comparable with
the highest rated peers in Turkey, although pressure due to the
economic slow-down and headwinds in the operating environment is
likely to increase.  The bank's capitalisation is also one of the
strongest among peers, with Moody's adjusted Tier 1 ratio at 13%
as at H1 2016, although the rating agency notes that this can be
vulnerable to FX depreciation.  Meanwhile, Garanti's loan-to-
deposit ratio is broadly in line with the Turkish system average
of about 120%, and the bank is exposed to volatility in investor
sentiment.  Against this vulnerability, Moody's takes into
consideration the bank's ample liquid assets, covering maturing
wholesale liabilities up to one year.

Garanti continues to incorporate a moderate probability of
affiliate support from Banco Bilbao Vizcaya Argentaria, S.A.
(BBVA) (baa2/A3 STA) leading to a one notch uplift on its
standalone BCA.

Turkiye Halk Bankasi A.S. (Halkbank)

The foreign currency long-term debt and local currency deposit
ratings of Halkbank were downgraded to Ba1 from Baa3, with a
stable outlook.  The outlook is in line with the government debt
rating.  The bank's foreign currency deposit rating is constrained
by the sovereign ceiling at Ba2.  The BCA was downgraded to ba2
from ba1.

The principal driver for the downgrade is the impact of the
weakened operating environment on Halkbank's standalone financial
fundamentals.  Moody's expects the bank's asset quality to weaken
gradually in line with the market average.  The bank's total
capitalization is somewhat weaker than the similarly-rated banks,
with Moody's adjusted total capital ratio at 11.8% as at H1 2016.
The bank's profitability is comparable with the highest rated
peers in Turkey, although expected to be pressured in the current
operating environment.  Halkbank's dependence on wholesale market
has increased over the past 2 to 3 years, with a loan-to-deposit
ratio converging with the Turkish system average of 120%, and
exposing it to any volatility in investor sentiment.  At the same
time, Moody's notes that Halkbank successfully raised long-term
funds earlier in 2016, and its refinancing risk remains fully
covered by liquid assets.

While Moody's continues to assume a very high probability of
support for this majority government-owned bank (unchanged prior
to the review), the reduced capacity of the government constrains
the long-term local currency deposit and local and foreign
currency debt ratings to the government's own rating level of Ba1,
thus limiting the rating uplift to one notch.

Yapi ve Kredi Bankasi A.S. (YapiKredi)

The foreign currency long-term debt and local currency deposit
ratings of YapiKredi were downgraded to Ba1 from Baa3, with a
stable outlook.  The bank's foreign currency deposit rating is
constrained by the sovereign ceiling at Ba2.  The BCA was
downgraded to ba2 from ba1.

The principal driver for the downgrade is the impact of the
weakened operating environment on YapiKredi's standalone financial
fundamentals.  Moody's expects the bank's asset quality to weaken
further.  With non-performing loans as percentage of total loans
at 4% as at H1 2016, it remains weaker compared with the leading
Turkish banks.  The bank's capitalization is sensitive to foreign
currency devaluation, although Moody's notes that it was improved
with the issuance of Basel III compliant Tier 2 instrument in
March 2016.  YapiKredi's dependence on wholesale market, in line
with the system average of 120%, exposes it to shifts in investor
sentiment.  At the same time, Moody's notes that YapiKredi
successfully raised long-term debt earlier this year and its
refinancing needs in the coming period remain low given the longer
average duration of its debt compared with peers.  In addition the
rating takes into account the bank's improving profitability
trends, although this may come under pressure due to the economic
slow-down and headwinds in the operating environment.

YapiKredi continues to incorporate a moderate probability of
affiliate support from UniCredit SpA (ba1/Baa1 STA) leading to a
one notch uplift on its standalone BCA.  The current government
support assumptions do not result in an additional uplift on the
bank's long-term ratings.

Turkiye Vakiflar Bankasi TAO (Vakifbank)

The long-term debt and local-currency deposit ratings of Vakifbank
were downgraded to Ba1 from Baa3, with a stable outlook.  The
bank's foreign currency deposit rating is constrained by the
sovereign ceiling at Ba2.  The BCA was downgraded to ba2 from ba1.

The principal driver for the downgrade is the impact of the
weakened operating environment on Vakifbank's standalone financial
fundamentals, particularly on its asset quality, capitalization
and funding cost.  Moody's expects the bank's asset quality to
deteriorate gradually, albeit from a moderate level of NPLs at
4.1% at H1 2016, putting pressure on its net profitability.  The
bank's capitalization (with Moody's adjusted capital ratio as a
percentage of RWAs at 9.7% at H1 2016) has improved during the
last year, but may come under pressure due to the impact of the
sovereign downgrade on RWAs and on overall profitability.
Meanwhile, Vakifbank's refinancing risk has reduced, as reflected
in a loan to deposit ratio of 113% and in a satisfactory liquidity
cushion, however Moody's notes that the bank's reliance on the
wholesale markets remains significant and exposes the bank to any
volatility in investor sentiment.  At the same time, Vakifbank's
ratings takes into account its standalone strengths as a Turkish
bank with a relatively good level of profitability and good loss-
absorption capacity.

Vakifbank remains one of the highest rated institutions in the
country given its large franchise and established market shares.
While Moody's continues to assume a very high probability of
support for this government-affiliated bank, the reduced capacity
of the government constrains the long-term debt and local currency
deposit to the government's own rating level of Ba1, thus limiting
the rating uplift to one notch.

Turk Ekonomi Bankasi A.S. (TEB)

The long-term local currency deposit rating of TEB was downgraded
to Ba1 from Baa3, with a stable outlook.  The bank's foreign
currency deposit rating is constrained by the sovereign ceiling at
Ba2.  The BCA was downgraded to ba3 from ba2.

The principal driver for the downgrade is the impact of the
weakened operating environment on TEB's standalone financial
fundamentals, particularly on its asset quality, capitalization
and funding cost.  Moody's expects the bank's asset quality to
deteriorate gradually, albeit from a low level of NPLs at 2.4% at
H1 2016, putting pressure on its net profitability.  The bank's
capitalization (with Moody's adjusted capital ratio as a
percentage of RWAs at 9.6% at H1 2016) has slightly improved
during the last year, but may come under pressure due to the
impact of the sovereign downgrade on RWAs and on overall
profitability.  Moody's notes that TEB's refinancing risk is
reflected in a loan to deposit ratio of 120%, mitigated by some
parental funding and a satisfactory liquidity cushion.  However
Moody's also notes that the bank's reliance on the wholesale
markets exposes the bank to any volatility in investor sentiment.
At the same time, TEB's ratings take into account its standalone
strengths as a Turkish bank with a relatively good level of
profitability and good loss-absorption capacity.

TEB remains one of the highest rated institutions in the country,
albeit its mid-sized commercial banking franchise.  Moody's
continues to incorporate two notches of uplift due to affiliate
support assumptions from BNP Paribas (deposits A1 stable, BCA
baa1) and based on the latter's 72.5% ownership of TEB and on the
significant brand association.  This results in the bank's long-
term local currency deposit rating being rated at the same level
as the government debt rating of Ba1.

Turkiye Sinai Kalkinma Bankasi A.S. (TSKB)

The long-term debt and issuer ratings of TSKB were downgraded to
Ba1 from Baa3, with a stable outlook.  The BCA was confirmed at
ba2.

The principal driver for the confirmation of the BCA was the
resilience of the TSKB's standalone financial fundamentals at the
level of ba2 to the weakened operating environment.  Moody's
expects the bank's asset quality to deteriorate only marginally,
from a very low level of NPLs at 0.4% at H1 2016.  The bank's
capitalization (with Moody's adjusted capital ratio as a
percentage of RWAs at 13.4% at H1 2016) has improved during the
last year and remains good, but may come under pressure due to the
impact of the sovereign downgrade on RWAs and overall
profitability.  Moody's notes that TSKB is a fully market-funded
institution, thus exposing it significantly to any volatility in
investor sentiment.  However, Moody's also notes that the
refinancing risk is mitigated by the predominance of long-term
funding guaranteed by the government.  At the same time, TSKB's
ratings takes into account its standalone strengths as one of the
most profitable Turkish banks with solid loss-absorption capacity.

TSKB, a subsidiary of Isbank, remains one of the highest rated
institutions in the country given its niche franchise on
development banking characterized by a public policy role and a
large portion of debt guaranteed by the government.  While Moody's
continues to assume a very high probability of government support,
the reduced capacity of the government constrains the long-term
debt and issuer ratings to the government's own rating level of
Ba1, thus limiting the rating uplift to one notch.

Sekerbank T.A.S. (Sekerbank)

The long-term local- and foreign-currency deposit ratings of
Sekerbank were downgraded to B1 from Ba3, with a negative outlook.
The BCA was confirmed at b1.

The principal driver of the downgrade was the corresponding one
notch downgrade of the government debt rating to Ba1, which
affected the deposit ratings of Sekerbank.  The reduced capacity
of the government resulted in no rating uplift (from one notch
previously) given the low systemic importance of this institution.

The confirmation of the BCA is driven by the resilience of the
Sekerbank's standalone financial fundamentals at the level of b1
to the weakened operating environment.  Moody's expects the bank's
asset quality to deteriorate only marginally, from a moderate
level of NPLs at 6% as at H1 2016.  The bank's capitalization
(with Moody's adjusted capital ratio as a percentage of RWAs at
10.8% as at H1 2016) has improved during the last year, but may
come under pressure due to the impact of the sovereign downgrade
on RWAs and on overall profitability.  Moody's notes that
Sekerbank's refinancing risk is reflected in a loan to deposit
ratio of 112%, mitigated by a proportionally lower-than-peers
liquidity cushion.  Moody's views the bank's reliance on the
wholesale markets as exposing it to any volatility in investor
sentiment.  In particular, Moody's expects the overall challenges
to be more pronounced for smaller banks, such as Sekerbank, given
its more limited scale of operations, weaker competitive position
and constrained financial position, thus resulting in a negative
outlook on the bank's ratings.

Export Credit Bank of Turkey A.S. (Turk Eximbank)

The long-term debt and issuer ratings of Turk Eximbank were
downgraded to Ba1 from Baa3, with a stable outlook.

The principal driver of the downgrade was the corresponding one
notch downgrade of the government debt rating to Ba1, which
affected the debt and issuer ratings of Turk Eximbank.  Moody's
incorporates two notches of uplift due to government support
assumptions, given the bank's status as a government-related
issuer.

Moody's expects the weakened operating environment to exert
pressure on Turk Eximbank's standalone financial fundamentals,
particularly on its asset quality, capitalization and funding
cost.  Moody's expects the bank's asset quality to deteriorate
gradually, albeit from a very low level of NPLs at 0.3% as at H1
2016, putting pressure on its net profitability.  The bank's
capitalization (with Total Capital Ratio as a percentage of RWAs
at 16.7% as at H1 2016) has decreased significantly over the last
two years, and may come under further pressure due to the impact
of the sovereign downgrade on RWAs and on overall profitability.
Moody's notes that Turk Eximbank is a fully market-funded
institution, thus being exposed to any volatility in investor
sentiment.  However, Moody's also notes that the refinancing risk
is largely mitigated by the predominance of funding from the
Central Bank of Turkey combined with the long-term nature of the
remaining part of the bank funding.  At the same time, Turk
Eximbank's ratings takes into account its standalone strengths as
a Turkish bank with an adequate level of profitability and good
loss-absorption capacity.

Finansbank A.S.

The foreign currency long-term debt and local currency deposit
ratings of Finansbank were confirmed at Ba1, with a stable
outlook.  The bank's foreign currency deposit rating was
downgraded and is constrained by the sovereign ceiling at Ba2.
The BCA was confirmed at ba3.

The resilience of Finansbank's BCA at the ba3 level is driven by
its solid capital ratios and risk-absorption capacity despite a
relatively weak asset quality ratios.  Moody's expect the bank's
profitability to continue on an upward trend, despite the
headwinds in the operating environment, given that the recent
change in the ownership is likely to benefit its funding costs.

Finansbank's ratings continue to incorporate a high probability of
affiliate support from its 99% shareholder Qatar National Bank
(QNB) (baa1; Aa3/NEG) leading to two notches of uplift on its
standalone BCA (unchanged prior to the review).

Denizbank A.S. (Denizbank)

The deposit ratings of Denizbank were confirmed at Ba2, with a
negative outlook.  The negative outlook is in line with the
ratings of its parent Sberbank (ba2/Ba1 NEG).  The BCA was
confirmed at ba3.

The resilience of Denizbank's BCA at the ba3 level is driven by
its improved capitalization, which benefited from the injection of
Tier 1 capital in June 2016 and enhanced the bank's risk-
absorption capacity.  The bank's refinancing risk is relatively
low with the net loan-to-deposit ratio below 110% as at H1 2016.
Moody's expect the bank's profitability to remain under pressure,
however, given the headwinds in the operating environment and the
relatively high concentration in the bank's loan portfolio.

Denizbank continues to incorporate a high probability of affiliate
support from its 99% shareholder Sberbank, leading to one notch of
uplift on its standalone BCA (unchanged).

ING Bank A.S. Turkey (ING-TR)

The long-term local currency deposit rating of ING-TR's were
downgraded to Ba1 from Baa3, with a stable outlook.  The bank's
foreign currency deposit rating is constrained by the sovereign
ceiling at Ba2.  The BCA was downgraded to b1 from ba3.

The principal driver for the downgrade is the impact of the
weakened operating environment on ING-TR's standalone financial
fundamentals.  Moody's expects the bank's asset quality to weaken
further, albeit from low levels.  With non-performing loans as
percentage of total loans at 3.1% as at H1 2016, it is comparable
with the peer group.  The bank's total capitalization as reported
at 16.4% as at H1 2016 is supported by a sizeable portion of Tier
2 instruments compared to its peers, and is dependent on the
parent given the bank's low, albeit improving, profitability.  The
bank's internal capital creation may come under further pressure
due to the economic slow-down and headwinds in the operating
environment.  Moody's notes that ING-TR's loan-to-deposit ratio is
one of the weaker ones among the peers, indicating its dependence
on wholesale markets, which is mitigated by parental support.

ING-TR continues to incorporate a very high probability of
affiliate support from its 100% shareholder ING Bank N.V.
(deposits A1/Prime-1 stable; BCA baa1) leading to three notches of
uplift in its ratings (unchanged prior to the review).

HSBC Bank A.S. Turkey (HSBC-TR)

The foreign and local currency long-term deposit ratings of HSBC-
TR's were downgraded to Ba3 from Ba2, with a stable outlook.  The
BCA was downgraded to b2 from b1.

The principal driver for the downgrade is the impact of the
weakened operating environment on HSBC-TR's standalone financial
fundamentals.  Moody's expects the bank's asset quality to weaken
further.  With non-performing loans as percentage of total loans
at 6.9% as at Q1 2016, it is one of the weakest with the peer
group.  The bank's total capitalization at 16.3% as at Q1 2016 is
relatively strong, although it benefited from the deleveraging
trends that the bank has been undergoing since early 2015.  The
bank is expected to remain loss-making in light of its
restructuring costs and in the context of the economic slow-down.
The bank's refinancing risk remains manageable with the loan-to-
deposit ratio below the market average.  In Moody's view its
affiliation with the HSBC group would also reduce its refinancing
risk in case of need.

HSBC-TR continues to incorporate a high probability of affiliate
support from its 100% shareholder HSBC Holdings plc (A1 Negative)
leading to two notches of uplift in its ratings (unchanged).

Burgan Bank A.S. (Burgan)

The long-term deposit ratings of Burgan were confirmed at Ba3,
with a stable outlook.  The BCA was confirmed at b2.

The resilience of Burgan's BCA at the b2 level is driven by its
improved profitability metrics, relatively stable asset quality
with problem loans as a percentage of total loans just below 2%
and low refinancing risk given its affiliation with the parent.
At the same time the rating is constrained by the bank's high loan
book concentrations, dependence on the wholesale market and
pressure on its Tier 1 capitalization, which stood at 8.15% as at
H1 2016.  Moody's notes that the bank's total capitalization,
however, was supported by the long-term subordinated debt provided
by the parent, which improves the bank's loss-absorption capacity.

Burgan continues to incorporate a very high probability of
affiliate support from its 99% shareholder Burgan Bank K.P.S.C.
(ba2/A3 Stable) leading to two notches of uplift on its standalone
BCA (unchanged prior to the review).

Alternatifbank A.S. (ABank)

The long-term local currency deposit ratings of ABank were
confirmed at Ba1, and the long-term foreign currency deposit
rating was downgraded to Ba2 from Ba1, constrained by the foreign
currency deposit ceiling.  The BCA was downgraded to b1 from ba3,
while the adjusted BCA was confirmed at ba1.  The outlook on long-
term deposit ratings are stable.

The long-term deposit rating of ABank is in line with ABank's
adjusted BCA, which benefits from three notches of uplift given a
very high probability of parental support from its majority
shareholder (75%) Qatar based The Commercial Bank Q.S.C. (deposits
A2, stable/P-1; BCA baa3).

The principal driver for the downgrade of the BCA is the weakened
operating environment and the weak financial performance of ABank.
ABank's BCA reflects its 1) weak asset quality, with NPLs at 6.3%
of gross loans as of June-2016 and (2) moderate capitalization, at
about 8.8% of tangible common equity currently, which could come
under further pressure due to loan growth, rising asset quality
risks or foreign exchange volatility.  Against these weaknesses,
ABank benefits from a reliable access to funding from its parent
bank, as well as from an adequate buffer of liquid assets, which
mitigate the bank's significant reliance on confidence-sensitive
market funding.

The principal methodology used in rating T.C. Ziraat Bankasi,
Akbank TAS, Turkiye Garanti Bankasi AS, Turkiye Is Bankasi AS,
Turkiye Halk Bankasi A.S., Yapi ve Kredi Bankasi AS, Turkiye
Vakiflar Bankasi TAO, Turk Ekonomi Bankasi AS, ING Bank A.S.
(Turkey), Sekerbank T.A.S., Turkiye Sinai Kalkinma Bankasi A.S.,
Alternatifbank A.S., Finansbank AS, HSBC Bank A.S. (Turkey),
Denizbank A.S. and Burgan Bank A.S. was Banks published in January
2016.

The principal methodology used in rating Export Credit Bank of
Turkey A.S. was Government-Related Issuers published in October
2014.



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


FINEXBANK PJSC: Decides to Undergo Self-Liquidation
---------------------------------------------------
UNIAN reports that Finexbank opted for self-liquidation.

The procedure of liquidation of Finexbank will start as soon as
the consent of the NBU is obtained, UNIAN relays, citing the
bank's statement.

Public Joint Stock Company FINEXBANK provides banking products and
services to corporate customers and individuals in Ukraine.



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


CABOT FINANCIAL: S&P Affirms 'B+' Counterparty Credit Rating
------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B+' long-term
counterparty credit rating on U.K.-based debt collection company
Cabot Financial Ltd.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue rating and a recovery
rating of '3' to the proposed senior secured notes issued by Cabot
Financial (Luxembourg) S.A.  The rating on the proposed
refinancing is subject to S&P's review of the notes' final
documentation.

S&P also affirmed its 'B+' issue ratings on the existing senior
secured notes.

In S&P's view, the proposed refinancing of Cabot's GBP265 million
senior secured notes does not affect S&P's rating on the group or
its financial risk profile.  This reflects S&P's view that the
proposed transaction will lead to an incremental increase in debt
and a modest reduction in the company's interest expense of the
back of lower debt repayments.  These expected changes to its
credit metrics remain in line with S&P's existing expectations,
which are:

   -- Gross debt/S&P Global Ratings' adjusted-EBITDA of between
      4x-5x (adjusted EBITDA is gross of portfolio amortization);

   -- Funds from operations (FFO) to total debt of between 12%-
      20%; and

   -- Adjusted EBITDA coverage of interest expense of between 3x-
      6x.

S&P's base-case scenario assumes these metrics remain firmly
within these ranges over our one-year outlook horizon.  S&P notes
that Cabot's available liquidity and the tenor of its debt is
supportive of its ambitions to continue expanding into mainland
Europe, and focus on growing its third-party debt-servicing
revenue.  S&P therefore expects the company to continue to look
for opportunities for growth, in particular through bolt-on
acquisitions of smaller servicers.  However, S&P do not believe
that this will have a material impact on its business risk profile
or financial risk profile assessments over S&P's one-year outlook
horizon.

S&P's forward-looking analysis of the company's financial risk
profile applies a 20% weight to year-end 2015 and 40% weights to
year-end projections for both 2016 and 2017.

The stable outlook reflects S&P's expectation that the company's
leverage and debt-servicing metrics will remain in line with S&P's
current assessment.  This reflects S&P's base-case scenario, which
is predicated on an increase in Cabot's earnings capacity,
continued growth in total collections, and the company not
materially raising debt.

S&P could lower the rating if it believed that Cabot was unable to
sustainably maintain stronger credit ratios.  Such a scenario
could unfold if S&P saw signs that Cabot was returning to a more
aggressive financial policy, by, for example, raising additional
debt to fund a large debt-financed acquisition.  Specifically, S&P
could lower the rating if Cabot's leverage or debt-servicing
metrics breach the thresholds S&P ascribes to an aggressive
financial risk profile, namely:

   -- A ratio of gross debt to adjusted EBITDA above 5x;
   -- A ratio of funds from operations (FFO) to gross debt less
      than 12%; or
   -- An adjusted EBITDA coverage of gross cash interest expenses
      below 2x.

S&P could also lower the rating if it observes material declines
in total collections, or an unanticipated rise in costs, which
leads to a reduction in the group's earnings capacity.

"At this time, we consider an upgrade unlikely.  We could consider
raising the rating if Cabot demonstrates further significant
deleveraging, substantially beyond our existing expectations.  We
could also raise the rating if Cabot establishes diverse
geographical and business revenue streams, to the extent that
reducing concentrations acts as a mitigating factor to the
regulatory and operational risks present for a monoline company
operating in the U.K," S&P said.


CARE CIRCLE: Goes Into Administration
-------------------------------------
Balleymena Times reports that care home operator Care Circle Ltd
and Slemish Homes Ltd have gone into administration.  The
companies, which are part of the Care Circle Group, own and
operate three care homes and manage another care home.  Peter
Allen -- peallen@deloitte.co.uk -- from Deloitte has been
appointed administrator.

The homes owned by the companies are Braefield in Connor, Slemish
in Ballymena and Kingsway in Dunmurry. They also operate the
Fairfields home in Cookstown.

All of the homes will continue to operate as normal and there are
no job losses planned as a result of the companies being put into
administration, according to Balleymena Times.

Commenting on the appointment, Peter Allen said the businesses
have been placed into administration to enable continued trading,
the report discloses.

"All necessary steps have been taken to ensure the existing
standard of care remains in place at the homes. We are operating
closely with the Regulator and the Trusts and we will be meeting
residents and their families to explain the purpose of the
administration and to provide comfort that there will be no
material difference in how the homes operate," the report quoted
Mr. Allen as saying.

It is the intention of the administrator to sell the homes as
going concerns and Mr. Allen said it would be "business as usual"
until a buyer, or buyers, is identified, the report discloses.

The homes owned and operated by the companies employ 310 permanent
and agency staff, the report notes.


GRIFFON FUNDING: Moody's Assigns Ba3 Rating to Class B1 Notes
-------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings to
the debt issuance of Griffon Funding Limited (Issuer/Project
Griffon):

Issuer: Griffon Funding Limited

  GBP1822.3 mil. Class A1 Loan Debentures due 2028, Definitive
   Rating Assigned Aaa (sf)
  GBP328 mil. Class A2 Loan Debentures due 2028, Definitive
   Rating Assigned Aa3 (sf)
  GBP133.6 mil. Class A3 Loan Debentures due 2028, Definitive
   Rating Assigned Baa3 (sf)
  GBP85 mil. Class B1 Loan Notes due 2028, Definitive Rating
   Assigned Ba3 (sf)

Moody's has not assigned definitive ratings to the Class B2 Loan
Notes due 2028 and Class Z Loan Note due 2028 of the Issuer.

Project Griffon is a true sale transaction backed by 56 floating
and 1 fixed rate loan secured by 1,516 properties located in the
UK.  The loans were granted by Barclays Bank PLC to refinance
existing debt or acquire properties by the respective borrowers.
The loans are predominantly secured by office properties in the
Greater London area with a concentration in the South East of the
UK.

                         RATINGS RATIONALE

The definitive rating of the loan notes is based on (i) Moody's
assessment of the real estate quality and characteristics of the
collateral, (ii) analysis of the loan terms and (iii) the legal
and structural features of the transaction.

The key parameters in Moody's analysis are the default probability
of the securitized loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral.  Moody's
derives from these parameters a loss expectation for the
securitized loan.  Moody's default risk assumptions are low to
medium for 65% of the loans, medium to high for 34.5% and very
high for 0.5% of the loans.

In Moody's view the key strengths of the transaction include (i)
well diversified portfolio of loans secured by good quality
properties with majority of assets by value located in Greater
London (ii) moderate leverage with UW Senior LTV of 45.7% and
Moody's Senior LTV of 65.5%; and (iii) healthy coverage and loan
margin with UW WA Interest Coverage Ratio of 4.3% and WA loan
margin of 1.9%.

Challenges in the transaction include (i) balance sheet loan
portfolio with some non-standard loan features including i.a.
revolving facilities, syndicated loans as well as some loans
secured by operating assets and/ or provided to operating
entities, (ii) concentrated portfolio with loan Herf of around 30
versus 57 loans securing the transaction, (iii) pro-rata principal
paydown structure for both scheduled amortization and prepayments,
which is mitigated by sequential payment triggers and, (iv) an
interest only instrument (Additional Vendor Consideration A),
which receives interest payments based on excess spread from the
portfolio ahead of the A2 Debenture Notes.

The commercial real estate loans securing the Griffon Funding
Limited transaction were originated between 2010 and 2016 and have
initial terms of between two and nine years.  The average loan
seasoning is 2.5 years.  All but one loan is paying interest based
on floating rates.  38% of the loans by count are partially
amortizing with the remainder subject to bullet repayment. 31% of
the facilities by count have an undrawn component.

The underlying portfolio consists of 33.4% office, 26.5% retail,
17.5% industrial, 6.8% multifamily, 5.2% hotel and 10.4% other
property types. 54% of the assets are located in the Greater
London area, followed by 14.3% in the South East, 10.1% in the
North West and 5.8% in the North East with the remainder spread
across the UK.

Moody's loan to value ratios (LTV) range from 25% to 96.4%.
Moody's overall property grade is 2.4 signifying the above average
quality of the collateral ranging from 1.0 to 3.6.
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 CMBS -
Europe: 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 generally (i) a decline in the property values
backing the underlying loans or (ii) an increase in default risk
assessment or (iii) a deterioration in the credit of the
counterparties, especially the swap provider, the liquidity
facility provider and the account bank.

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

The rating for the Notes addresses the expected loss posed to
investors by the legal final maturity.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on, or before, the final legal
maturity date.  Moody's ratings address only the credit risks
associated with the transaction; other non-credit risks have not
been addressed but may have significant effect on yield to
investors.


INFINIS PLC: Fitch Affirms 'BB-' LT Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has affirmed Infinis plc's Long-Term IDR at 'BB-',
but revised the Outlook to Negative from Stable. Fitch has
affirmed the rating of the senior secured notes at 'BB-'.

The company's 'BB-' rating reflects free cash-flow generation
underpinned by the contracted position until 1H18. However, price
volatility lowers visibility longer term and the prospect of a new
shareholder and possible early refinancing may modify the capital
structure. Fitch said, "We expect FFO adjusted net leverage to
breach rating guidelines in the financial year to March 2017
(FY17) and FY18, while the uncertainty from FY19 also implies a
shift in Outlook to Negative from Stable."

KEY RATING DRIVERS

UK Regulation

Around 40% of Infinis's revenues benefit from the renewables
obligation (RO) incentive scheme. "The UK government has confirmed
its commitment to grandfathering existing incentive schemes and we
assume the RO will continue to receive the same level of support
until 2027." Fitch said. The bulk of the RO, renewables obligation
certificates (ROC) buy-out are indexed to inflation. The smaller
element, ROC recycle, should increase as long as the UK's
renewable obligation increases at a faster rate than the increase
in volume of renewable electricity generated. Infinis has appealed
the government's decision to discontinue the Climate Change Levy
(CCL) exemption in July 2015. A hearing is due in late autumn
2016.

Power Price Exposure

Around 50% of Infinis's revenues are exposed to wholesale price
risk under the RO scheme, which could lead to price volatility and
have a substantial impact on cash flows and the rating. Weak gas
prices and the prospect of a generation capacity market have meant
further weakness in UK wholesale baseload electricity prices.
Latest forwards indicate GBP42/MWh for FY18 and GBP39 from FY19
compared with GBP42 previously. Although Infinis typically hedges
ahead for six to 12 months, the long-term impact is negative. The
latest contracted position covers more than 50% of 1H18 volumes
sold forward at GBP36/MWh.

Declining Output

Fitch expects landfill gas (LFG) output to show a gradual
continuous decline of 4%-6% per year. However, with a half-life of
around 11 years, output can continue until 2047. While reliance on
a single technology is a weakness, the portfolio is well
diversified by region, with the top 10 sites accounting for around
40% of total capacity of 301MW. Exported generation in the three
months to June 2016 was 405GWh, a fall of 6.9% due to a
combination of the natural decline in landfill gas, drier weather
conditions and outages at Calvert & Poplars sites. This is
comparable with management's forecast for FY17 of -6.5%.

Refinancing Risk

Fitch expects Infinis to refinance the GBP350m bond maturing in
2019 with debt issuance sized at 3.5x EBITDA. There is no partial
redemption facility to pay down debt earlier and reduce
refinancing risk. Repayment will depend on retaining adequate cash
levels as EBITDA is estimated to be lower than previously
estimated, with FY19 of GBP69m against GBP75.5m previously, as a
result of lower wholesale prices, offset by dividend lock-up
covenants, implying a theoretical debt quantum of around GBP240m.
However, refinancing will almost certainly be a decision taken by
the new owners once the sale process is complete. The sale process
is the most likely, but not the only, trigger for repayment of the
GBP20m intercompany loan to Infinis plc by parent company Infinis
Energy Holdings Ltd (IEHL).

Sale Process

Infinis plc is looking to sell the LFG business to interested
parties. However, the parallel sale of the wind business by parent
company, Infinis Energy Holdings Ltd (IEHL), would also allow the
repayment of the GBP20m intercompany loan made by Infinis plc to
IEHL. Other UK industry players after Infinis plc, with a 40%
landfill market share, include Viridor, Biffa, EDL, CDP, Viridis,
Suez-Sita, Veolia Environnement S.A. (BBB/Stable) and Ener- G. As
it is in natural decline, the long-term appeal to buyers of the
LFG business is grid access, a flexible, valuable asset in a power
market moving away from a centralised dispatching structure
towards distributed energy. Fitch said, "We assume that the sale
closes early next year. We believe that refinancing of the 2019
bond issue depends on the sale process and will reflect the views
of the new owners. However, there is no mandatory redemption on
change of control if net debt to EBITDA is below 3.5x, otherwise
there is a standard put option at 101."

KEY ASSUMPTIONS

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

   -- Power prices reflect contracted volumes and prices as at
      July 2016, with current UK forwards for uncontracted
      volumes beyond Summer 2017 (FY18), GBP42/ MWh for FY18 and
      GBP39/ MWh from FY19. Fitch said, 'We use Fitch Sovereigns'
      updated CPI forecasts from August 2016 as a basis for RPI
      FY18-19 used to roll forward the ROC component
     (GBP44.77/MWh in FY17) of the total achieved price."

   -- Bond refinance assumed in FY19 at 3.5x EBITDA, implying a
      refinancing quantum of GBP240m (or GBP220m if the GBP20m
      intercompany is not repaid).

   -- No repayment of GBP20m intercompany loan, as this depends
      on the sale of wind or LFG for repayment. However, assuming
      repayment in FY18 would lower estimated FFO adjusted net
      leverage from 4.6x to 4.2x and lower the average for the
      rating horizon from 4.2x to 3.9x.

RATING SENSITIVITIES

Positive: The Outlook is Negative and a positive rating action
thus is unlikely, future developments that could nevertheless lead
to positive rating action include:

   -- An increase in wholesale electricity prices or LFG recovery
      above Fitch expectations leading to FFO net adjusted
      leverage sustainably below 3x and FFO interest cover
      sustainably above 4x.

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

   -- Recoverable LFG depletion faster than we currently assume
      or wholesale electricity prices substantially lower than
      the forward curve so that FFO net adjusted leverage is
      sustainably above 4x and FFO interest cover sustainably
      below 2.5x.

   -- Slower deleveraging, based on FFO net adjusted leverage, as
      the refinancing deadlines approaches could also lead to
      negative rating action.

LIQUIDITY

"Based on solid FCF generation, we expect the company's liquidity
position to be healthy. Available liquidity consists only of cash
on the balance sheet in the absence of a revolving credit facility
in the restricted group. As of June 2016, readily available cash
stood at GBP64.4m, before the latest dividend payment of GBP4.5m."
Fitch said. There is no uplift from the IDR for the senior notes,
in view of average expected recoveries. Limited retail hedges and
asset concentration are reflected in greater than average
volatility in LFG valuations, although this is offset by
potentially valuable grid access.


ISAAC ABRAHAM: Goes Into Administration
---------------------------------------
Insider Media reports that a Greater Manchester-based personal
injury law firm has entered administration just weeks after its
principal partner was suspended by the Solicitors Regulation
Authority (SRA).

Isaac Abraham Solicitors entered administration on September 14,
2016, with Andrew Hosking and Sean Bucknall of Quantuma appointed
as joint administrators.  Safina Bibi Shah practiced in
partnership with Taher Zia Shad at the law firm, which is
headquartered on Broad Street in Bury and also has an office at
Wright Street in Oldham, according to Insider Media.

In August 2016, the SRA announced an intervention, which related
solely to Shah's practice in Bury and did not affect the practice
in Oldham. Shah's practising certificate was suspended so that she
could not practise as a solicitor, the report notes.

The report says Ashfords has revealed that it is providing Isaac
Abraham Solicitors with regulatory support and insolvency advice
after the company filed for administration.  The specialist
regulatory team at Ashfords, led by partner Sam Palmer, has been
appointed solicitor manager by the joint administrators to ensure
that the clients' interests and monies are fully protected, the
report relays.

"We are very pleased to work with the specialist regulatory team
at Ashfords, supporting Isaac Abraham Solicitors, through this
difficult and challenging time. With their expert regulatory
experience, the Ashfords team has ensured that clients' interests
have been protected throughout and as a result the transaction has
run as smoothly as possible," the report quoted Mr. Hosking as
saying.

Mr. Palmer said: "We are delighted to provide the regulatory
support and guidance for the firm for the protection of its
clients and to work with law firm restructuring experts Quantuma.

"We are pleased to be able to help find the best possible solution
that has protected the interests of clients, employees, creditors
and other stakeholders. We have been able to provide insolvency
and regulatory support as part of our financial assurance offering
for law firms facing financial challenges,"Mr. Palmer as added.

Isaac Abrahams Solicitors' services cover personal injuries,
accidents at work, industrial diseases, medical negligence, road
traffic accidents and payment protection insurance. According to
the company's website, Shah is the firm's principal partner and
has been working in the legal profession since 2001, the report
discloses.


JAGUAR LAND: Moody's Raises CFR to Ba1, Outlook Remains Pos.
------------------------------------------------------------
Moody's Investors Service has upgraded Jaguar Land Rover
Automotive Plc's corporate family rating to Ba1 from Ba2 and its
probability of default rating (PDR) to Ba1-PD from Ba2-PD.
Concurrently, JLR's senior unsecured instrument ratings have been
upgraded to Ba1 from Ba2.  The outlook remains positive.

"The upgrade of JLR's ratings have been triggered by a successful
track record of solid operating performance with strong financial
metrics, while at the same time increasing its geographic
diversification, broadening its product range and building up
capacity outside the UK.  We believe that these measures will
result in better resilience to cyclical swings in car demand and
to the demand swings driven by the life cycle of single models",
says Falk Frey, a Moody's Senior Vice President and lead analyst
for JLR.

                        RATINGS RATIONALE

Over the last 5 years, JLR has also increasingly diversified its
geographic profile with 24% of its 2015/16 (ended March 31, 2016)
sales in Europe (ex-UK and Russia), 20% in the UK, 19% in each of
North America and China and 18% overseas, an important factor to
become less vulnerable to the cyclical demand swings in certain
car markets.

At the same time JLR has increasingly broadened its model lineup
and reduced its historical dependency on a small number of key
models such as the Range Rover Evoque, Range Rover and Range Rover
Sport.  With the introduction of the new Discovery Sport and new
Jaguar XE, the contribution of these three models to JLR's retail
sales volumes dropped to approximately 49% in FY2016 from 57% in
the prior year.  Jaguar brand's first ever SUV, the F-Pace should
further broaden the product range and, if successful, on a
sustainable basis help to make JLR less vulnerable to swings in
demand for a single model.

However, despite these achievements, JLR's product portfolio
remains less diversified than that of its key competitors in the
premium segments.  Consequently, these higher rated peers are
significantly larger in size, generate higher profits and cash
flows and have a stronger business profile.

Whilst JLR currently manufactures most of its vehicles in the UK
and in a joint venture plant in China, the company will be adding
new capacity in Continental Europe in the medium term through a
manufacturing contract with Magna Steyr in Austria and a new plant
in Slovakia (initial annual capacity of 150,000 vehicles from late
2018 with the potential to double capacity to 300,000 units over
time).  This will diversify to some extent JLR's manufacturing
footprint outside of the UK and enhance its competitiveness
especially in the event of potentially new trade tariffs resulting
from Brexit.

JLR's enhanced product line-up, particularly for the Jaguar brand
and improved China sales will drive earnings growth in the current
financial year ending 31 March 2017 and improve key financial
metrics.  This would help JLR fund a large part of its sizeable
investment spending, estimated by the company at around GBP3.75
billion in the current fiscal year, from its internally generated
cash flows.  Moody's anticipates that JLR's credit metrics
(including Moody's adjustments) are likely to gradually strengthen
in the next 12 to 18 months, in particular that the company's
Moody's-adjusted EBITA margin would recover to around 6% in the
current year from 5.7% in fiscal year 2015/16; Moody's-adjusted
(gross) debt to EBITDA ratio would gradually decrease to
approximately 1.6x from 1.7x as at March 31, 2016, (1.6x excluding
the net charge related to Tianjin).  Cash-flow metrics would also
remain robust as evidenced by Moody's-adjusted funds from
operations to debt of at least 40% in the next 18 months.

                   RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's view that JLR's current
model line-up, if proven to be sustainably improving its product
diversification, together with successful upcoming new product
launches of both the Land Rover and Jaguar brands as well as
anticipated sales improvements in China will result in earnings in
FY2017 that will have improved and which are based on the improved
breadth of its portfolio (ending 31 March 2017).

                 WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could consider upgrading JLR's ratings to Baa3 in case of
(1) evidence that the recent new model introductions (Dicovery
Sport, F-Pace, XE) remain a sustained success and positively
contribute to JLR's diversification of profit and cash flow
generation; (2) visibility that JLR remains on track to return to
an adjusted EBITA margin well above 7.0%; (3) keeping its Moody's-
adjusted leverage ratio below 2.0x or lower; (4) its ability to
generate positive free cash flows despite the high investment
spending as anticipated for the coming years.

JLR's ratings could come under pressure in case of (1) the
company's EBITA margin remaining below 6.5% (5.7% for FY2015/16)
for a sustained period of time and (2) a deterioration of JLR's
free cash flow generation to below a negative GBP0.5 billion per
annum as well as (3) an increase in its Moody's-adjusted leverage
ratio approaching 3.0x.

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Automobile Manufacturer Industry published in June 2011.

Headquartered in Coventry, UK, Jaguar Land Rover Automotive Plc
manufactures and sells passenger vehicles (including the
manufacture of in-house engines) under the Jaguar and Land Rover
brands.  In the financial year ended March 31, 2016, JLR sold
521,571 units and generated revenues of GBP22.21 billion.  JLR is
ultimately/indirectly 100% owned by Tata Motors Limited, India's
largest automobile company.


LOUVRE: Directors Fined Over Fund's Administration
---------------------------------------------------
Guernsey Press reports that it imposed a GBP42,000 penalty on
Louvre, GBP24,000 on executive director Kevin Gilligan and
GBP10,500 on executive director Charles Tracy.

The commission found that all failed to act in accordance with the
minimum criteria for licensing under the Protection of Investors
Law, according to Guernsey Press.

The report notes that Louvre took over as the designated
administrator of an authorised collective investment scheme in
August 2013, the report recalls.

The fund was a protected cell company with three cells, the report
relates.

Mr. Gilligan is the managing director of Louvre and was a director
of the fund from October 2013 until September 2015, the report
says.

Mr. Tracy is the chairman and compliance officer of Louvre, the
report discloses.

The report relates that the commission found that Louvre
demonstrated a lack of understanding of the risk profile of the
fund and its main underlying investment.

Mr. Louvre had a number of concerns about the fund, but allowed it
to continue pre-existing actions that had 'a dubious benefit' to
investors, the report adds.


MONARCH AIRLINES: Set to Unveil "Significant Investment"
--------------------------------------------------------
Robert Wright and Lauren Fedor at The Financial Times report that
Monarch Airlines says it plans to announce "significant
investment" from stakeholders in "coming days" as the budget
airline sought on Sept. 26 to reassure passengers amid speculation
about the state of its finances.

The company, which is 90% owned by Greybull Capital, the
investment vehicle of the London-based Meyohas Brothers, made the
statement after a weekend of speculation about its weak finances,
the FT relates.

Monarch returned to profit last year after years of losing money
but has suffered, like other leisure airlines this year, from a
combination of economic uncertainty, the weakness of sterling and
terrorist incidents, the FT recounts.

Monarch had been in talks with the UK's Civil Aviation Authority
about the annual renewal of its Air Operator's Certificate, a
normally routine matter, the FT relays.  The CAA appears to have
been sufficiently concerned about the company's health to have
arranged contingency flights to repatriate any stranded
passengers, a move that prompted speculation that the company was
close to insolvency, the FT states.

The company, as cited by the FT , said it was "trading well" and
expected to achieve earnings before interest tax, depreciation and
amortization (Ebitda) for the year to October 31 of more than
GBP40 million.

Greybull, the FT says, is expected to participate in a new funding
round but not to be the only investor.

Monarch Airlines, also known as and trading as Monarch, is a
British airline based at Luton Airport, operating scheduled
flights to destinations in the Mediterranean, Canary Islands,
Cyprus, Egypt, Greece and Turkey.


VH MCDEVITT: Director Disqualified Over Wrongful Conduct
--------------------------------------------------------
Margaret Canning at Belfast Telegraph reports that Maurice Bridges
agreed to be disqualified as a director over his conduct at the
helm of V.H. McDevitt & Son Ltd., which went bust owing GBP1.3
million.

According to Belfast Telegraph, Mr. Bridges' wrongful conduct
included trading while insolvent and holding back GBP0.8 million
in tax owed to the Crown by his company, which was based on the
Upper Newtownards Road.

The 56-year-old accepted that he had withheld GBP788,319,
consisting of around GBP37,000 due in PAYE, around GBP260,000 in
National Insurance contributions, and nearly GBP491,000 in VAT,
Belfast Telegraph relays.

He also failed to file annual returns for four years "within the
prescribed periods" and also neglected to produce company accounts
for two tax years, Belfast Telegraph states.

His firm went into administration in August 2014 and was
liquidated two years later, Belfast Telegraph recounts.

The action against Mr. Bridges was brought by the Department for
the Economy, Belfast Telegraph discloses.

V.H. McDevitt & Son Ltd. was an electrical firm.


VIRGIN MEDIA: S&P Assigns 'B' Rating to GBP350MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating with a '6'
recovery rating to the proposed GBP350 million senior unsecured
Receivables Financing Notes to be issued by Virgin Media
Receivables Financing Notes I Designated Activity Company.  This
company is an orphan special purpose vehicle (SPV) in the Virgin
Media Inc. (Virgin Media; BB-/Stable/--) structure.  Virgin Media
is a U.K.-based provider of TV, fixed broadband, fixed-line
telephony, and mobile services in the U.K. and Ireland.

The proceeds from the new notes, maturing in September 2024, will
be used to participate in Virgin Media's existing vendor financing
program.  The transaction will have a neutral impact on leverage.
S&P understands that it is part of Virgin Media's strategy to
diversify capital sources and manage short-term refinancing risk.

In S&P's view, the SPV meets these conditions:

   -- All of its debt obligations are backed by equivalent-
      ranking obligations with equivalent payment terms issued by
      Virgin Media group (the receivables and certain other
      Virgin Media facilities);

   -- As a strategic financing entity for Virgin Media, it is set
       up solely to raise debt on behalf of the group; and

   -- S&P believes Virgin Media is willing and able to support
      the SPV to ensure full and timely payment of interest and
      principal when due on the debt issued by the SPV, including
      payment of any expenses of the SPV.

Hence, S&P rates the debt issued by this SPV relative to other
debt obligations of Virgin Media and treat the contractual
obligations of the SPV as financial obligations of Virgin Media.
The issue rating on the proposed new notes is in line with the
issue ratings on senior unsecured debt issued by Virgin Media,
although the notes will be structurally senior to unsecured notes.
The rating is constrained by the significant amount of prior
ranking secured debt and the unsecured nature of these notes.

S&P has affirmed its existing 'BB-' issue rating with a recovery
rating of '3' on the group's senior secured debt.  S&P has also
affirmed its 'B' issue rating with a recovery rating of '6' on the
group's unsecured notes, reflecting their structural and
contractual subordination to the senior secured debt.

S&P's hypothetical default scenario assumes increased competition
and rising marketing costs.  S&P values Virgin Media as a going
concern given its strong market position in the U.K. and the high
barriers to entry of the industry.

Simulated Default Assumptions:

   -- Year of default: 2020
   -- EBITDA at default: GBP1,050 million
   -- Implied enterprise value multiple: 5.75x
   -- Jurisdiction: United Kingdom

Simplified Waterfall:

   -- Gross enterprise value at default: GBP6,040 million
   -- Administrative costs: GBP420 million
   -- Net value available to creditors: GBP5,620 million
   -- Priority debt: GBP90 million
   -- Senior Secured Debt: GBP8,780 million*
      -- Recovery expectation: 50%-70% (higher end of the range)
   -- Unsecured debt claims (1): EUR2,680 million*
      -- Recovery expectation: 0%-10%
   -- Subordinated convertible debt: GBP43 million

*All debt amounts include six months' prepetition interest.  S&P
assumes the RCF to be 85% drawn at default.


                            *********

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, Julie Anne L. Toledo, 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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