TCREUR_Public/161207.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Wednesday, December 7, 2016, Vol. 17, No. 242


                            Headlines


A R M E N I A

YEREVAN: Fitch Assigns 'B+' LT Issuer Default Ratings


B U L G A R I A

BULGARIA: S&P Affirms 'BB+/B' Sovereign Credit Ratings


C Y P R U S

CYPRUS: DBRS Confirms B Long-Term Currency Issuer Ratings


F R A N C E

AREVA: S&P Affirms 'B+' CCR, Outlook Remains Developing


G E R M A N Y

PHOENIX PHARMAHANDEL: Fitch Affirms 'BB' LT Issuer Default Rating
PRESTIGEBIDCO GMBH: Moody's Assigns B2 CFR, Outlook Stable
SEANERGY MARITIME: Jelco Delta Reports 87.8% Stake as of Nov. 23
SEANERGY MARITIME: Draws Down $7.5M Under NSF Loan Facility


G R E E C E

GREECE: Finance Minister Welcomes Progress in Bailout Talks


I R E L A N D

ALME LOAN II: Moody's Assigns (P)Ba2 Rating to Class E-R Notes
ALME LOAN II: Fitch Assigns 'BB(EXP)sf' Rating to Class E Notes
AVOCA CLO VII: Fitch Raises Ratings on Two Note Classes to 'B+sf'
EUROPEAN RESIDENTIAL: DBRS Assigns 'BB' Rating to Class C Notes
OAK HILL V: Moody's Assigns (P)B2 Rating to Class F Notes

OAK HILL V: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
RUSH CREDIT: Disorderly Collapse May Spur "Run" says Central Bank


I T A L Y

BANCA UBAE: Fitch Affirms 'BB' LT Issuer Default Rating


K A Z A K H S T A N

KAZAGROFINANCE: Fitch Assigns 'BB+' Rating to KZT8BB Sr. Bond


M A L T A

FIMBANK: Fitch Hikes Long-Term Issuer Default Rating to 'BB'


N E T H E R L A N D S

CARLSON WAGONLIT: Moody's Affirms B1 Rating on EUR300MM Sr. Notes


P O L A N D

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


R U S S I A

BELGOROD REGION: Fitch Affirms 'BB' LT Issuer Default Ratings
* RUSSIA: Recapitalization Program Fails to Help Lenders


S P A I N

ABENGOA SA: Court Hearing Set on U.S. Units' Bankruptcy Plans
FT SANTANDER 2016-2: Fitch Rates Class E Notes 'BB-(EXP)sf'
IM GRUPO VII: DBRS Assigns Final 'CC' Rating to Series B Notes


T U R K E Y

ARAP TURK: Fitch Affirms 'BB-' LT Issuer Default Ratings
BURSA: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
YUKSEL INSAAT: Cancels Debt-Restructuring Plan for Second Time


U N I T E D   K I N G D O M

BHS GROUP: Creditors Veto Administrators' Higher Bill
CUTLER AND ROSS: High Court Winds Up Broker Company
THRONES 2015-1: S&P Affirms BB Rating on Class E-Dfrd Notes


                            *********


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A R M E N I A
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YEREVAN: Fitch Assigns 'B+' LT Issuer Default Ratings
-----------------------------------------------------
Fitch Ratings has assigned Armenian City of Yerevan Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) of 'B+'
and a Short-Term Foreign Currency IDR of 'B'. The Outlooks on the
Long-Term IDRs are Stable.

Yerevan's ratings reflect a weak institutional framework for
Armenian sub-nationals, as reflected by the sovereign rating
(B+/Stable) constraint. The ratings also reflect Yerevan's status
as Armenia's capital, satisfactory budgetary performance,
supported by steady transfers from the central government, and a
debt-free status.

KEY RATING DRIVERS

The rating action reflects the following key rating drivers and
their relative weights:

High

In its base case scenario, Fitch expects the city to maintain
satisfactory fiscal performance with an operating margin of 2%-3%
in 2016-2018 (2011-2015: average 7.5%). The lower than historical
margins will be driven by continued adjustment of the city's
operating revenue to negative shocks resulting from the
protracted slowdown of Armenia's economy in 2014-2015. "We also
expect Yerevan to run a slight surplus before debt variation of
1%-2% of total revenue in 2016-2018, after an average deficit of
1% in 2011-2015."  Fitch said.

Fitch projects Yerevan city's operating revenue will total
AMD78bn in 2016, up 3% yoy. Yerevan receives current transfers
from the central government, which averaged 74% of operating
revenue in 2011-2015. Over the medium term, current transfers are
likely to remain stable at about 75% of the city's operating
revenue, while locally collected taxes will contribute about 15%
of operating revenue, in line with its average in 2011-2015.

Capital spending is likely to decrease slightly to about AMD7bn-
AMD8bn in 2016-2017 (2015: AMD9bn) before rising to about AMD10bn
in 2018. It will likely remain at below 10% of total expenditure,
significantly below the average of 22% in 2011-2015, when the
city made material infrastructure investment funded by state
transfers and donor grants. Fitch expects the city will continue
funding capital spending predominantly with asset sales and
capital transfers from the central government.

Fitch views Armenia's institutional framework for local and
regional governments (LRGs) as a constraint on the city's
ratings. It has a shorter track record of stable development than
many of its international peers. Weak institutions lead to lower
predictability of Armenian LRGs' budgetary policies, narrow their
planning horizon and hampering long-term development plans. The
main challenge facing Yerevan is the low predictability of
medium- and long-term policies, which are subject to central
government decisions.

The ratings also consider the following rating factors:

The city is free from any debt or guarantees, since forming a
community in 2008. Statutory provisions of the national legal
framework guiding debt or guarantees issuance restrict the city
from incurring significant debt.

The city's liquidity position weakened in 2015 to AMD175m, from
AMD941m in 2014 as Yerevan used its cash to fund capital
spending. However, its average monthly cash balance improved to
AMD3.2bn at end-9M16 from AMD175m in 2015, underpinned by a
steady inflow of revenue sources. Yerevan holds its cash in
treasury accounts as deposits with commercial banks are
prohibited under the legal framework. Fitch expects the city's
cash holdings to rise to AMD1.5bn-AMD3bn in 2016-2018, surpassing
the five-year average of AMD1bn in 2011-2015.

Yerevan benefits from its capital status. It's the country's
economic and financial centre and largest market with a developed
services sector. Yerevan is the country's largest metropolitan
area, where 36% of Armenia's population resides. However, the
city's wealth metrics are low in the international context; Fitch
estimates Yerevan's GRP per capita was AMD1.8m in 2015
(USD3,770). The city's unemployment rate is high, averaging at
17.6% in 2011-2015, as measured by ILO-compliant assessment of
the national statistics service.

The country's economy grew 3% yoy in 2015, underpinned by strong
net exports. Fitch expects Armenia's economy to grow 3.5% in 2016
and 3.6% p.a. in 2017-2018. Armenia's economy was negatively
affected by severe external shocks in 2014-2015, following a
collapse in commodity prices, which depressed the country's major
trade partners and reduced remittances inflows and exports.

RATING SENSITIVITIES

Changes to the sovereign ratings will be mirrored on the city's
ratings, as Yerevan is capped by the ratings of Armenia.

In the absence of sovereign downgrade a significant deterioration
of fiscal performance or material growth in direct risk, would
lead to a downgrade.


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


BULGARIA: S&P Affirms 'BB+/B' Sovereign Credit Ratings
------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' long- and short-term
foreign and local currency sovereign credit ratings on the
Republic of Bulgaria.  The outlook is stable.

                          RATIONALE

The ratings remain constrained by Bulgaria's relatively low
income levels, with GDP per capita estimated at $7,200 in 2016.
They are also constrained by the government and central bank
authorities' limited policy flexibility due to the country's
currency board regime and the high -- albeit decreasing --
proportion of loans and deposits denominated in euros, hampering
the effective transmission of monetary policy regarding credit to
the real economy. A further constraint is the weak institutional
setting, where progress on the reform of the judiciary has been
slow -- an area that would be key for strengthening the business
environment.

The ratings are supported by the government's moderate net debt
position, projected at 18% of 2016 GDP.  They also benefit from
Bulgaria's moderately leveraged external balance sheet following
half a decade of external deleveraging, led primarily by the
financial sector. That said, credit growth, especially to the
corporate sector, remains subdued although there are
tentative signs of a recovery -- notably mortgage lending has
been increasing in 2016 in line with better labor market
indicators.

Following the government's resignation in mid-November, Bulgaria
is facing uncertainty about the future path of economic policy.
S&P views it as highly likely that early elections will be called
for spring 2017 and a caretaker government will come into office
until the snap elections.  The transition in the president's
office following the recent presidential elections -- which was
the external trigger for the government's resignation -- will, in
S&P's view, not greatly affect the caretaker administration in
the next few months, nor will it affect the day-to-day politics
of a new government.

That said, this political impasse adds to the experience of
frequent government changes in Bulgaria over the past few years.
S&P expects that political uncertainty will remain elevated
leading up to the probable snap elections and the outcome might
not lead to higher government stability, given the likely
strengthening of smaller political forces adding to an already
fragmented political landscape.  In the next few months,
political considerations could lead to a looser fiscal stance, or
electoral promises regarding higher spending beyond the priority
areas identified by the outgoing government such as health care
and education.  Additionally, a political standstill could weigh
on private sector investment decisions and consumption and
therefore hurt the ongoing recovery.

That said, economic recovery in Bulgaria has gained momentum over
2016, underpinned by sound net exports and increasing private
consumption.  At the same time, S&P expects employment will grow
by around 1% in 2016 and the unemployment rate will further
decrease to around 8% by year-end --well below the 13% recorded
three years ago but still above pre-crisis levels.  Despite the
political uncertainty, we expect growth to persist in 2017 as S&P
anticipates sound net exports and increased domestic demand with
rising disposable incomes to persist.  With the beginning of the
new EU budget cycle, public investment projects financed by EU
structural and cohesion funds will also be an important
contributor to economic performance, following the break in 2016
due to the previous programming period ending.  S&P understands
that policymakers are well prepared to absorb the maximum
possible amount from the available funds.  S&P also expects
Bulgaria's deflationary trend to end in 2017 when S&P projects
core and headline inflation to return to positive.

Bulgaria's moderate government debt burden (net of liquid assets)
affords the country fiscal space to respond to external and
domestic shocks, should they arise.  This is all the more
important given Bulgaria's currency board arrangement, which acts
as an important nominal anchor, but affords minimal monetary
policy flexibility.  Bulgaria posted a particularly strong
budgetary performance in 2016, and S&P expects the deficit in
accrual terms to narrow to 0.8% of GDP from 1.7% of GDP in 2015,
supported by measures to widen the tax base and improve
collection and especially lower investments as the EU programming
period came to an end.  S&P expects this deficit to reduce
further to 1.2% of GDP by 2019.  Risks for fiscal consolidation
in the near term mainly stem from the political situation as the
likely electoral campaign may induce a looser fiscal stance in
the coming months.

S&P expects that gross general government debt will remain
roughly stable at just below 30% over the forecast horizon,
reaching 28% of GDP by 2019.  S&P notes that about 80% of total
government debt is denominated in foreign currency, mainly euros.

Although the government has sizable deposits that increased with
its March 2016 Eurobond issuance, there are still significant
fiscal risks stemming from contingent liabilities associated with
Bulgaria's state-owned enterprises.  Contingent liabilities that
could materialize include those from the energy sector, although
the government has recently succeeded in reducing losses at
Natsionalna Elektricheska Kompania (NEK).  However, the
government has decided to provide financing following the
arbitration court decision on NEK -- to compensate Russia-based
Atomstroyexport for equipment already produced for the cancelled
Belene nuclear power plant.  The government is waiting for the
European Commission's decision on compliance with state aid
procedures before it provides the financing of 1.4% of GDP to
NEK.

Following the recent publication of the results of this year's
Asset Quality Review, the banking sector is adequately
capitalized.  However, two domestic institutions have to
replenish their additional capital buffers by spring next year.
Most prominently, we understand that as an outcome of the stress
test's adverse scenario, First Investment Bank, the country's
third-largest bank, needs to increase its additional capital
buffers by Bulgarian lev 206 million (about EUR105 million) by
April 2017. While this task seems manageable, there are
persisting vulnerabilities for some domestic banks and
nonperforming loans in the sector remain high at almost 14% of
total loans in September 2016.

As per its charter -- and according to the currency board regime
under which it operates -- the Bulgarian National Bank's (BNB)
ability to act as a lender of last resort is limited.  It can
provide liquidity support to the banking system only to the
extent that its reserves exceed its monetary liabilities.  Even
then, support can occur only under certain conditions and for
short periods, against liquid collateral.

Since 2007, Bulgaria's current account deficit has narrowed by
about 25% of GDP, primarily on the back of a strong expansion in
real exports.  Exports with high import content and moderate
added value from the domestic economy -- such as refined
petroleum -- are an important part of total exports. In 2016, the
services balance was also supported by a strong tourist season
helped by external factors.  While wage levels have increased
considerably since Bulgaria joined the EU in 2007, the process of
convergence toward European averages has been only gradual.  That
said, there is still significant upside potential for wages
before competitiveness is affected.  The total hourly labor costs
(mainly wages) in industry, construction, and services are
slightly less than one sixth of the EU-28 average.  Bulgaria is
also facing a structural constraint from demographic challenges.
Its population has shrunk by nearly 15% over the past two
decades, reflecting an aging society and net emigration.

Bulgaria is not part of the EU's Exchange Rate Mechanism II, the
precursor to eurozone entry.  Furthermore, policymakers'
commitment to the currency board remains strong, as demonstrated
by their track record of small fiscal surpluses or low deficits,
and moderate general government debt.  The currency board was
introduced in 1997 in the wake of a banking crisis amid
hyperinflationary conditions, which were fueled by central bank
financing of budget deficits.  The board successfully lowered
price inflation and prevented further episodes of hyperinflation.
However, the regime restricts policy response.  Apart from
limiting the BNB's ability to act as a lender of last resort, it
restricts control over money creation.  The board also does not
allow the exchange rate to react in response to domestic or
external conditions.  As of October 2016, the BNB's reserves
covered monetary liabilities by almost 1.8x.

With the adoption of the EU Banking Resolution and Recovery
Directive into Bulgarian law, the failure of a bank will
necessitate a bail-in of shareholders, creditors, and then a
resolution fund.  Only after exhausting these options would
government support be needed.

The banking sector is vulnerable to external factors.  However,
measures by the BNB have ensured the stability of Greek
subsidiaries, which together account for slightly below one fifth
of the sector's assets.  The BNB has taken steps to increase the
liquidity of these subsidiaries, such as mandating higher
deposits with the BNB, increasing the proportion of liquid assets
held, and reducing exposure to parent banks.  These subsidiaries
could therefore be mainly affected by events in Greece if
depositor confidence were to suffer. Although Bulgaria is not
formally a member of the eurozone, a line of support from the
European Central Bank is available to the BNB regarding any
confidence-related losses arising at Greek bank subsidiaries.
Details of this support, such as how it can be obtained or
whether collateral would be needed, have not been released.

                              OUTLOOK

The stable outlook on Bulgaria reflects the balanced risks from
fiscal and economic uncertainty amid the political standstill--
which will potentially last for several months--against S&P's
expectation that fiscal space is preserved and economic recovery
continues.

S&P could consider an upgrade if Bulgaria effectively addressed
political and judicial governance issues, thereby boosting its
growth potential; if its fiscal performance improved beyond S&P's
current expectations; and if Bulgaria managed to further reduce
external vulnerabilities and liabilities.

S&P could lower the ratings if the domestic financial system
required further substantial government support, or if outflows
on the financial account resulted in pressures on the balance of
payments.  A weaker-than-projected fiscal consolidation path,
with significant expenditure slippage or a regress on
institutional advancements, could also put pressure on the
ratings.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision. After the primary analyst gave opening remarks and
explained the recommendation, the Committee discussed key rating
factors and critical issues in accordance with the relevant
criteria. Qualitative and quantitative risk factors were
considered and discussed, looking at track-record and forecasts.

The committee agreed that all key rating factors were unchanged.

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

RATINGS LIST

                                        Rating
                                        To                 From
Bulgaria (Republic of)
Sovereign Credit Rating
  Foreign and Local Currency           BB+/Stable/B
BB+/Stable/B
Transfer & Convertibility Assessment   BBB+          BBB+
Senior Unsecured
  Foreign and Local Currency            BB+           BB+
Short-Term Debt
  Foreign and Local Currency            B             B


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C Y P R U S
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CYPRUS: DBRS Confirms B Long-Term Currency Issuer Ratings
---------------------------------------------------------
DBRS Ratings Limited (DBRS) has confirmed the Republic of
Cyprus's long-term foreign and local currency issuer ratings at B
and changed the trend to Positive from Stable. DBRS has also
confirmed the short-term foreign and local currency issuer
ratings at R-4 and maintained the Stable trend.

The ratings reflect Cyprus's solid fiscal performance achieved
under the economic adjustment programme, as well as its
attractiveness as a business services centre and a tourist
destination, Eurozone membership, which has ensured financial
support, and its favourable public debt maturity profile.
However, the ratings also underline the depth of Cyprus's
challenges, given its high levels of public and private sector
debt, sizable non-performing loans, external imbalances and the
small size of its service-driven economy.

The Positive trend reflects DBRS's view that the fiscal
adjustment is likely to be maintained, even if growth decelerates
slightly. Fiscal reforms adopted during the economic adjustment
programme should help support a sound budget position. The
primary fiscal balance is expected to remain in surplus, which
together with the ongoing economic recovery, is leading to the
gradual reduction of the public debt ratio. The economic recovery
remains partly dependent on external demand, but it is expected
to continue at a steady pace. Improvements in the "Fiscal
Management and Policy" and "Economic Structure and Performance"
sections of our analysis were the key factors for the trend
change.

Cyprus's fiscal performance has been strong. The government
achieved a quick adjustment in the budget position, with the
headline deficit falling from 5.8% of GDP in 2012 to 1.1% in 2015
(including recapitalisation costs of cooperative banks equivalent
to 1% of GDP) and the primary deficit shifting to a surplus of
close to 2% of GDP. This surplus is expected to remain around
these levels over the coming years. Fiscal management has been
strengthened, through the adoption of reforms to the tax
administration and other institutional reforms, which should help
maintain the adjustment. The public debt maturity structure is
also favourable and provides further support to the ratings. The
average debt maturity is now close to eight years. The government
has benefited from lower interest rates and extended debt
maturities, thus reducing refinancing risks.

Strengthened institutions and policies, together with a
favourable corporate tax environment, support the attractiveness
of Cyprus as a business services centre. Although its advantage
could be eroded by external competitors or regulatory changes,
DBRS expects the business services sector to remain an important
source of employment and income for the economy. Cyprus has also
taken advantage of its geographic location as an attractive
tourist destination. The tourism sector has shown resilience,
adapting to new markets in recent years.

Cyprus benefits significantly from its membership in the
Eurozone. Policy measures implemented by Cyprus since its EU
accession in 2004 and adoption of the Euro in 2008, and more
recently, under the three-year EU/IMF economic adjustment
programme, have helped strengthen domestic institutions. The
programme, which concluded in March 2016, allowed Cyprus to
consolidate its public finances and restructure its banking
sector. EU budget transfers and long-term infrastructure
financing from the European Investment Bank has also contributed
to investment.

Nevertheless, Cyprus faces several credit challenges. General
government debt is high at 107.5% of GDP. Although the debt ratio
is estimated to have peaked and the fiscal adjustment appears
complete at this stage, continued fiscal surpluses and sustained
solid economic growth will be essential to bring debt down to
more manageable levels.

Private sector debt ratios are also at historically high levels.
This suggests that deleveraging could continue to weigh on
investment and consumption. Household and corporate balance
sheets were damaged in the crisis, through the bail-in of
uninsured depositors and the fall in real estate prices. At the
same time, Cypriot banks' non-performing loans are extremely
high, at 48.2% of total loans, although important efforts are
being taken to speed the resolution of NPLs. Restructured loans
will continue to be classified as NPLs for at least 12 months
after being restructured. Taking into account only the 90-days
past due loans, the NPL ratio is 36.1%.

In addition, although the current account deficit has narrowed
markedly in recent years, a deficit and a large net external
liability position, leaves Cyprus reliant on external financing
and exposed to shocks. These imbalances reflect in part the
international business centre and shipping centre. Cyprus's
small, service-driven economy is also dependent on external
demand. Although tourism benefits from a market of wealthy
economies, a severe downturn in Europe and competition from other
Mediterranean locations could dampen growth in the sector. If
growth in tourism and business services slows significantly, GDP
growth prospects could be affected.

RATING DRIVERS

Upward rating action will depend on Cyprus's ability to sustain
economic growth and primary fiscal surpluses over the medium
term. Continued recovery of the economy and sustainability of the
fiscal adjustment should improve the outlook for public debt
dynamics. A material reduction of non-performing loans and
stronger progress on the privatisation plan could also put
further upward pressure on the ratings. However, a prolonged
period of weak growth, particularly if combined with fiscal
slippage and higher financing needs, could lead to a change in
the trend back to Stable. Weaker growth and lower investment in
tourism, financial services and the energy sector could result
from external factors, including a downturn in the Eurozone. Such
developments could result in downward pressure on the ratings.


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F R A N C E
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AREVA: S&P Affirms 'B+' CCR, Outlook Remains Developing
-------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on France-based nuclear services group AREVA.  The outlook
remains developing.

S&P also affirmed its 'B+' rating on AREVA's EUR1,250 million
revolving credit facility (RCF).  The recovery rating is
unchanged at '3', indicating S&P's expectation of recovery in the
higher half of the 50%-70% range in the event of a default.

The affirmation is mainly driven by S&P's belief that the group
remains on track to achieve its plan of raising EUR5 billion of
new equity, supported by the French government, by early 2017.
In S&P's view, potential minor delays in the execution of the
process could be addressed by a new shareholder loan -- S&P
expects it will be in place no later than early 2017 if the
capital increase is not yet completed by then.  That said, even
if the group secures the shareholder loan, S&P still sees a risk
of a default in the second half of 2017, given AREVA's sizable
capital expenditure requirements and debt maturities, if the
capital increase is not yet completed.

The timing of the capital increase depends on the group receiving
approval from the European Commission, a process which could be
smoothed in S&P's view by obtaining one or more minority
investor(s) making a firm offer for a stake in New Co (the
subsidiary that combines the key nuclear fuel cycle operations
excluding the reactors and services and other noncore
activities).

In addition, AREVA's wider restructuring depends on the disposal
of material assets, notably AREVA NP.  S&P notes that Electricite
De France (EDF), France's largest electric utility, signed a
binding agreement with AREVA for the sale of Areva NP's
activities for EUR2.5 billion.  This agreement is subject to
various conditions, including a satisfactory outcome by the
French nuclear authorities of the ongoing testing of the
Flamanville reactor pressure vessel (results likely in the first
half of 2017).  S&P expects the sale will be completed only in
the second half of 2017, thus after the capital increase.  If
this is unsuccessful, which is not S&P's base case, it would
entail major costs and raise the requirement for financial
support, while potentially jeopardizing the disposal of AREVA NP.

S&P still sees a high likelihood of extraordinary government
support for AREVA, due to AREVA's important role as France's
leading nuclear services provider, and its very strong link with
the state, which owns 87% of AREVA.  S&P therefore adds three
notches of uplift to its assessment of AREVA's stand-alone credit
profile.

AREVA's highly leveraged financial risk profile reflects its very
high S&P Global Ratings-adjusted debt of more than EUR9 billion
as of June 30, 2016, which S&P forecasts will increase further by
year-end 2016, given continued significant uses of cash.  S&P
positively revised its projections of free operating cash flow
(FOCF) generation in 2016, and S&P now anticipates reported FOCF
to be less than EUR0.9 billion, in line with management's
guidance.  However, S&P still expects credit measures will be
unsustainable at year-end with S&P Global Ratings-adjusted debt
to EBITDA above 10x.

The main reason for the cash burn stems from AREVA's discontinued
activities, the troubled Finish OL3 EPR reactor, and some other
large contracts in the reactors and services segment.

S&P assess AREVA's liquidity as weak because the planned large
capital increase has not yet been completed.  According to S&P's
calculations, the company will have sufficient sources to cover
its liquidity uses in the first half of 2017.  However, it will
likely experience a cash flow deficit in the second half of 2017.

S&P notes, however, that the group has announced the possibility
of obtaining a shareholder loan, which S&P expects will be in
place in early 2017 should there be delays in raising new equity.
Approval of the shareholder loan is, in S&P's view, highly likely
and significantly less complex than the approval process and
conditions for the restructuring and capital increase.

In S&P's view, the company's ability to secure a shareholder loan
from the French government is not going to change its liquidity
materially over the short term.  Such a facility would expire
within 12 months or less, and would not change materially the
company's current maturity profile.

The developing outlook reflects S&P's view of AREVA's
unsustainable capital structure and liquidity position in 2017,
depending on the ongoing restructuring and planned capital
increase.

Specifically, S&P could take a positive rating action if AREVA
succeeds in raising about EUR5 billion of new equity in early
2017.  This would result in a much more sustainable capital
structure, in S&P's view.  Additional upside would stem from
tangible progress on the company's plan to dispose of
nonstrategic assets (including AREVA NP) for a total of EUR2.9
billion by year-end 2017, achieve cost savings, and reduce
negative FOCF over the medium term.

Conversely, if AREVA does not receive the shareholder loan or
obtain approval for the capital increase by early 2017, S&P could
lower the ratings by one or several notches.  This is because,
without such measures, the company faces a liquidity shortfall in
2017.

Other risk factors that could create downside rating pressure
relate to:

   -- The timing of the European authorities' approval of the
      state's capital injection and the need for a firm offer
      from a minority investor in New Co;

   -- The French nuclear authorities' ongoing testing of the
      Flamanville reactor pressure vessel, which S&P expects will
      be concluded in the first half of 2017;

   -- The outcome of the ongoing audit regarding possible
      irregularities in the manufacturing tracking records for
      equipment at AREVA NP's Le Creusot plant, which could cause
      reputation issues or costs to repair defective equipment;
      and

   -- The complexity of the state's future risk and liability
      assumptions in relation to OL3 and associated outstanding
      litigation claims related to TVO (Finnish Electric Utility
      see Teollisuuden Voima Oyj).


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


PHOENIX PHARMAHANDEL: Fitch Affirms 'BB' LT Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has revised Germany-based pharmaceuticals
wholesaler Phoenix Pharmahandel GmbH & Co KG's (Phoenix) Outlook
to Positive from Stable while affirming the group's Long-Term
Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the
ratings on the bonds issued by Dutch finance company, Phoenix PIB
Dutch Finance. B.V., at 'BB'.

The revision of the Outlook to Positive reflects Fitch's view
that despite low structural margins, cash conversion for the
group remains strong, supporting its deleveraging capacity. This
follows the currently slightly stretched financial risk profile
post acquisition of the Dutch pharma division of Mediq completed
in June 2016.

The rating reflects Phoenix's leading market position in selected
European pharmaceutical wholesale and distribution markets,
supported by a growing presence in the higher-margin
pharmaceutical retail channel.

KEY RATING DRIVERS

Falling Business Risk, Deleveraging Capacity

The Positive Outlook assumes further recovery in profitability in
the German market (where owning pharmacy chains are not allowed)
and in both retail and wholesale markets following the trough in
2015-2017, more normalised working capital, a return to bolt-on
acquisitions and no material cash distributions to shareholders.
This should allow for a satisfactory deleveraging profile by
fiscal year ending January 2019 (FY19) with FFO-adjusted net
leverage gradually trending towards 3.5x.

"We expect FFO fixed charge cover (FCC) to stay above 2.5x, which
along with our expectation of positive free cash flow (FCF)
generation, translates into solid and stable financial
flexibility for the ratings," Fitch said.

Temporary Leverage Peak

Fitch views Phoenix's financial risk profile as temporarily
stretched, following the recent Mediq acquisition and strong
competitive pressures on selected wholesale and retail markets.
"Therefore we forecast funds from operations (FFO)-adjusted net
leverage peaking at 4.6x in the current FY ending January 2017
(from 4.0x in FY16), after factoring in only seven months of
sales and profit contribution from Mediq and allowing for
exceptional items associated with the integration of the acquired
business," Fitch said.

Structurally Weak Profitability in Wholesale

Phoenix, as with wholesale sector peers and despite operating in
an oligopolistic industry structure, is subject to structurally
limited profitability compared with pharmaceuticals
manufacturers, reflecting intense competitive and regulatory
pressures. Given the small contribution of wholesale to the value
chain (4% of the total price of a pharma product is attributable
to W&D), the scope is limited for margin expansion in the
industry.

Gradual Recovery in German Market

Phoenix continues to expand its geographic presence in Europe,
focusing on opportunities to build an integrated business model
spanning wholesale and retail. This is to maximise margins across
the value chain as retail channels enjoy structurally higher
margin than wholesale and distribution.

The German market, which does not allow for vertical integration
between wholesale and retail operations, remains competitive
following the introduction of an extended rebate system in 2011.
In this market, where Phoenix generates 35% of total sales, the
group remains focused on defending its market share at just below
30% and on realising cost efficiencies to improve margins. "As a
result, we expect a gradual improvement of margins in the
competitive German market," Fitch said.

Continued Expansion in Retail Markets

Fitch expects further investment to diversify retail channels
following the acquisition of Mediq's Dutch retail assets in June
2016 and of Sunpharma pharmacies in Slovakia and Czech Republic
in 2015-16. "However, we expect further acquisition of retail
channels to be more opportunistic and bolt-on in nature as
emerging European economies liberalise," Fitch said. The Fitch
rating case factors in EUR50m additional bolt-on acquisitions per
year.

Wholesale Pharmaceuticals Leader

Phoenix is one of the largest players in the European
pharmaceuticals wholesale market. The rating reflects its
geographical diversification, which helps strengthen its market
position against pharmaceutical manufacturers and makes it fairly
resilient to healthcare policy changes in countries.

The pharmaceutical wholesale sector is, however, subject to
regulation, affecting major aspects of the underlying business
model, especially the distribution chain, reimbursement and
pricing levels, including margin structures of pharmaceutical
distribution and related services. Regulatory intervention
recognises pharmaceutical distribution as a key healthcare cost
in national systems.

Average Recovery Prospects for Bondholders

Fitch rates Phoenix's bonds and bank debt (which both rank pari
passu) at the same level as the IDR, reflecting only limited
subordination from the group's prior ranking on-balance sheet ABS
and factoring lines and Italian credit lines representing around
EUR542m at end-FY16.

"Accordingly prior-ranking debt relative to EBITDA was 1.1x in
FY16 and we expect it to remain below 1.5x, which is comfortably
below the 2.0x-2.5x threshold that Fitch typically applies in its
recovery analysis to assess subordination issues for unsecured
bond holders. In addition, subordination is also mitigated by the
cross guarantee provided by subsidiaries representing a minimum
70% of turnover and EBITDA," Fitch said.

DERIVATION SUMMARY

Out of the five Fitch-rated pharma wholesalers, Phoenix is the
lowest rated at 'BB'. This is due to its smaller size relative to
AmerisourceBergen (A-/Negative), Cardinal Health, Inc.
(BBB+/Stable) and McKesson Corp. (BBB+/Stable). These companies
have stronger credit metrics than Phoenix. "More importantly we
view the European and US markets differently as the risks related
to drug pricing and reimbursement is greater for drug wholesalers
in Europe than in the U.S. Owens & Minor, Inc. (BBB-/Stable) is
smaller than Phoenix but the two notch difference between these
two companies are due to the different geographies they operate
in and Owens' low debt balance and stronger credit metrics,"
Fitch said.

KEY ASSUMPTIONS

Fitch's expectations are based on the agency's internally
produced, conservative rating case forecasts. They do not
represent the forecasts of rated issuers individually or in
aggregate. Key Fitch forecast assumptions include:

   -- Satisfactory sales growth with around 2% CAGR over the
      four-year rating horizon.

   -- Sales contribution from wholesale operations to remain
      above 80% during the period.

   -- EBITDAR margin trending towards above 3% (from 2.5%
      expected in FY17).

   -- Moderate working capital outflows assumed after FY17;
      continued focus on working capital management using
      factoring and ABS instruments.

   -- Limited capital intensity of the business with capex at
      0.5%-1% of sales.

   -- FCF on average around EUR260m p.a. translating into a FCF
      margin above 1%; strong cash conversion rate with FCF to
      EBITDAR of more than 35% in the outer years of the rating
      case

   -- Fitch assumes annual bolt-on acquisitions of EUR50m p.a.;
      larger, more strategic transactions are viewed as event
      risk.

   -- FX volatility as international operations' reporting
      currency is the euro.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action

   -- Defensive operating performance, supported by leading
      market position in its selected markets, and conservative
      financial policy driving FFO-adjusted (lease, factoring and
      ABS) net leverage below 4.0x on a sustained basis

   -- FFO fixed charge coverage trending towards 3x (FY17: 2.3x
      expected)

   -- FCF/EBITDAR sustainably above 30% (calculated on a two-year
      average; FY15 & FY16 average 29%)

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action (including a revision of the Outlook to
Stable).

   -- Continued competitive pressures in key geographies leading
      to permanent pressures on profitability. Higher-than-
      expected debt-funded investment level, leading to FFO
      (lease, factoring and ABS) adjusted net leverage above 4.5x
      on a sustained basis;

   -- FFO fixed charge coverage sustainably below 2.2x

   -- FCF/EBITDAR (calculated on a two-year average) falling
      below 20% on a sustained basis

LIQUIDITY

Fitch views Phoenix's liquidity as satisfactory with EUR1.3bn of
liquidity headroom across the group's committed banking
facilities. Core liquidity is provided by a EUR1,250m syndicated
revolving credit facility (maturing in 2021 with one further
extension option). The facility has been increased post Mediq
acquisition and only moderate drawings are expected.

"In addition the group has significant working capital lines
(factoring ABS) totalling EUR910m, which we add to our debt
calculation," Fitch said. Together with unrestricted cash of
EUR243m as of FYE16 and expected positive FCF, liquid resources
are sufficient to cover EUR1.2bn in short-term debt maturities.

FULL LIST OF RATING ACTIONS

Phoenix Pharmahandel GmbH & Co KG:

   -- Long-Term IDR: affirmed at 'BB', Outlook revised to
Positive
      from Stable

Phoenix PIB Dutch Finance. B.V.:

   -- Senior unsecured debt: affirmed at 'BB'


PRESTIGEBIDCO GMBH: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a first-time B2 corporate
family rating and B2-PD probability of default rating (PDR) to
PrestigeBidCo GmbH, a holding company of the German fashion
retailer Schustermann & Borenstein (S&B).  Concurrently, Moody's
assigned a first time (P)B2 rating to the proposed EUR260 million
senior secured notes due 2023 ('the notes'), issued by the
company.  The proceeds of the transaction will be used to finance
the acquisition of the company by funds controlled by Permira and
by certain rollover investors, including management team.  The
outlook on all ratings is stable.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect Moody's credit opinion regarding
the transaction only.  Upon a conclusive review of the terms and
conditions of the final documentation, Moody's will endeavour to
assign definitive ratings.  A definitive rating may differ from a
provisional rating.

                          RATINGS RATIONALE

The B2 CFR is supported by S&B's (1) strong track-record of
double digit revenue growth supported by market trend of
increasing penetration of online sales, (2) exclusive,
invitation-only membership model that offers suppliers a discreet
and controlled channel to sell overstock, protecting their retail
pricing strategies and the desirability of their brands, (3)
active customer relationship management that allows cost-
efficient marketing and results in higher customer engagement and
retention and (4) good deleveraging potential and solid
EBIT/Interest coverage driven by top-line growth and stable
margins.

At the same time, the B2 CFR is constrained by the company's (1)
exposure to the highly competitive online and offline fashion
retail industry, where some competitors are many times the size
of S&B, (2) reliance on suppliers of popular branded merchandise
at attractive prices to satisfy customer's changing preferences
and demands, (3) highly seasonal business model with high working
capital requirements driven by inventory management, (4)
geographic revenue concentration on Germany and (5) high pro
forma opening leverage with an expected Moody's adjusted gross
Debt/EBITDA of around 4.7x, as at year-end 2016.

Pro forma for the transaction, Moody's considers S&B's liquidity
profile as adequate, supported by a cash balance of EUR5 million,
and EUR35 million Super Senior Revolving Credit Facility ('RCF',
unrated) which is expected to be fully undrawn at closing.

The opening leverage of around 4.7x at the end of 2016 (Moody's-
adjusted gross leverage) as relatively high.  Deleveraging will
largely depend on the company's ability to continue to expand
revenue growth supported by the increasing online retail
penetration and achieve operational leverage through cost
efficiencies and synergies.  To achieve its offline retail
strategic growth plans, the company will continue to invest in
offline geographic expansion through new store opening and may
also pursue selective bolt-on acquisitions, which could be
financed by drawings under the company's EUR35 million RCF.

The RCF benefits from a springing financial maintenance covenant,
set at net leverage of 8.1x, only tested on a quarterly basis
when the RCF is drawn more than 35%.  Failing the RCF maintenance
covenant will not constitute an Event of Default, only a draw-
stop.  The RCF documentation further includes an uncommitted
incremental facility of EUR15 million and does not require any
clean down.

The bond indenture includes a specified change of control event,
permitting one change of control of the company without
triggering the requirement to offer to repurchase the notes,
assuming the resulting consolidated net leverage is less than (x)
5.0x if the event occurs within the first 24 months of the issue
date, and (y) 4.5 thereafter.

Rating Outlook
The stable rating outlook reflects our expectation that S&B will
maintain its competitive positioning and profitability on the
back of continued positive trend in online retail penetration and
geographic expansion.

Factors that Could Lead to an Upgrade

Immediate upward rating pressure is constrained by the company's
small size in a highly competitive and fast-moving fashion
industry and geographic revenue concentration on Germany.

Quantitatively, we would consider upward pressure if (1) adjusted
Debt/EBITDA falls sustainably below 4.0x and (2) RCF/Net Debt
sustainably remains above 10%, whilst maintaining a solid
liquidity profile.

Factors that Could Lead to a Downgrade

Downward pressure on the ratings could arise if earnings weaken
such that (1) adjusted Debt/EBITDA increases towards 5.5x (2)
RCF/Net Debt drops below 5% or (3) the liquidity profile weakens.
Any material debt-funded acquisition could further put pressure
on the ratings.

The principal methodology used in these ratings was "Retail
Industry" published in October 2015.

Company profile

Founded in 1924 as a wholesale fabrics business, Schustermann &
Borenstein today operates as a members-only off-price fashion
retailer.  Headquartered in Munich, the company offers premium
and luxury designer brand clothing and accessories at discounted
prices for men, women and children through online and in-store
channels.  In the 12 months ending Sept. 30, 2016, S&B generated
66% of its revenue through its online platform 'BestSecret', with
the remaining 34% revenue generated offline from its three stores
in Munich and Vienna.  In LTM Sept. 2016, 87% of S&B's net sales
were derived from Germany and 13% internationally.

In October 2016, funds advised by Permira private equity acquired
a majority stake in the S&B group from Ardian (previoulsy Axa
Private Equity).  Following the closing of the acquisition, the
two founding families Schustermann and Borenstein will continue
to be minority shareholders of the company.


SEANERGY MARITIME: Jelco Delta Reports 87.8% Stake as of Nov. 23
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Jelco Delta Holding Corp. disclosed that as of Nov.
23, 2016, it beneficially owns 43,649,230 shares of common stock
of Seanergy Maritime Holdings Corp., which represents 87.8
percent of the shares outstanding.  Comet Shipholding Inc. also
reported beneficial ownership of 853,434 common shares as of that
date.

Claudia Restis may be deemed to beneficially own 43,649,230
shares of Common Stock of the Company through Jelco and 853,434
shares of Common Stock of the Company through Comet Shipholding
Inc., each through a revocable trust of which she is beneficiary.
The shares she may be deemed to beneficially own through Jelco
include (i) 4,222,223 shares of Common Stock which Jelco may be
deemed to beneficially own, issuable upon exercise of a
conversion option pursuant to the Convertible Promissory Note
dated March 12, 2015, issued by the Issuer to Jelco and (ii)
23,516,667 shares of Common Stock which Jelco may be deemed to
beneficially own, issuable upon exercise of a conversion option
pursuant to the Convertible Promissory Note dated Sept. 7, 2015.

A full-text copy of the regulatory filing is available at:

                      https://is.gd/lqrYBt

                         About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.

As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing
operations for a reasonable period of time, that in turn raise
substantial doubt about the Company's ability to continue as a
going concern.


SEANERGY MARITIME: Draws Down $7.5M Under NSF Loan Facility
-----------------------------------------------------------
On Sept. 26, 2016, Seanergy Maritime Holdings Corp. entered into
agreements with an unaffiliated third party for the purchase of
two secondhand Capesize vessels, or the Additional Vessels, for a
gross purchase price of $20.75 million per vessel.  Under the
agreements, the Company was required to make a $4.2 million
deposit.  This deposit was funded with proceeds from a loan
facility, originally entered into Oct. 4, 2016, with Jelco Delta
Holding Corp., or Jelco, which is an entity affiliated with the
Company's principal shareholder.  This loan facility as it is
amended from time to time is referred to as the Jelco Loan
Facility.  The Additional Vessels are expected to be delivered
between the end of November 2016 and mid December 2016, subject
to the satisfaction of certain customary closing conditions.  The
Company expects to fund the balance of the aggregate purchase
price for the Additional Vessels with an additional $5.3 million
from the Jelco Loan Facility (for a total of $9.5 million
borrowed under the Jelco Loan Facility in connection with the
purchase of the Additional Vessels), $29 million from a new
secured loan facility with Northern Shipping Fund III LP, or NSF,
and $3 million of cash on hand.

On Oct. 4, 2016, the Company entered into the Jelco Loan
Facility, initially a $4.2 million loan facility with Jelco to
fund the initial deposit for the Additional Vessels.  On Nov. 17,
2016, and Nov. 28, 2016, the Company entered into amendments to
the Jelco Loan Facility, which, among other things, increased the
aggregate amount that may be borrowed under the facility to up to
$12.8 million and extended the maturity date to the earlier of
(i) Feb. 28, 2018, and (ii) the date falling 14 months from the
final drawdown date, and the maturity date may, in certain
circumstances, be extended to the earlier of (i) Feb. 28, 2019,
and (ii) the date falling 26 months from the final drawdown date.
The Jelco Loan Facility bears interest at LIBOR plus a margin of
9% and is repayable in one bullet payment together with accrued
interest thereon on the maturity date.  The margin may be
decreased to LIBOR plus 7% upon a $5 million prepayment by the
Company.  The Jelco Loan Facility further provides that the
Company is required to prepay Jelco (i) in the event of any
public offering by the Company of its common shares, in an amount
equal to 25 percent of the net offering proceeds and (ii) $1.9
million upon the delivery of the second of the Additional
Vessels. The Jelco Loan Facility is secured by second priority
mortgages and general assignments covering earnings, insurances
and requisition compensation on the Additional Vessels, and the
vessel owning subsidiaries that will acquire the Additional
Vessels have provided a guarantee to Jelco for the Company's
obligations under this facility.  On Nov. 28, 2016, the Company
drew down $8.7 million under the Jelco Loan Facility.  As of Nov.
29, 2016, $12.8 million was outstanding under the Jelco Loan
Facility.

On Nov. 18, 2016, the Company entered into a securities purchase
agreement with unaffiliated third party institutional investors,
under which the Company sold 1,305,000 of its common shares in a
registered direct offering at a public offering price of $2.75
per share.  The net proceeds from the sale of the common shares,
after deducting fees and expenses, were approximately $3.2
million.  The offering closed on Nov. 23, 2016.

On Nov. 28, 2016, the Company entered into a $32 million secured
term loan facility with NSF to partly finance the acquisition of
the Additional Vessels.  The facility bears interest at 11% per
annum, which is payable quarterly, and the principal is repayable
in four consecutive quarterly instalments of $900,000 each,
commencing on March 31, 2019, and a final payment of $28.4
million due on Dec. 31, 2019, which is the initial maturity date
assuming that the borrowers do not choose to extend the facility
for one or two maximum yearly periods.  The facility may only be
extended twice so that the final maturity date shall never extend
beyond the date falling on the fifth anniversary of the final
drawdown date.  The option to extend the facility for up to two
years from the initial maturity date is subject to an extension
fee of 1.75% per extended year.  The borrowers under the facility
are the Company's applicable vessel-owning subsidiaries.  The
facility is secured by first priority mortgages and general
assignment covering earnings, insurances and requisition
compensation over the Additional Vessels, account pledge
agreements, share pledge agreements of the Company's two vessel-
owning subsidiaries, a commercial manager undertaking and a
technical manager undertaking.  The facility also imposes certain
operating and financing covenants. Certain of these covenants may
significantly limit or prohibit, among other things, the
borrowers' ability to incur additional indebtedness, create
liens, engage in mergers, or sell vessels without the consent of
the relevant lenders.  Certain other covenants require ongoing
compliance, including requirements that (i) the Company maintain
restricted deposits of $3 million as prepaid interest to be
applied equally against the first eight quarterly interest
payments of the facility, the first instalment to commence 3
months from the second drawdown date (ii) the Company maintain an
asset coverage ratio with respect to the Additional Vessels equal
to at least 112.5% and (iii) the borrowers accumulate in each of
their earnings accounts within 3 months from each Advance
relevant drawdown date, and maintain throughout the security
period, a minimum amount of at least $250,000 per Additional
Vessel, or $500,000 in total.  On Nov. 28, 2016, the Company drew
down $7.5 million under the NSF loan facility.  As of Nov. 29,
2016, $7.5 million is outstanding under the facility.

                         About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.

As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing
operations for a reasonable period of time, that in turn raise
substantial doubt about the Company's ability to continue as a
going concern.


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


GREECE: Finance Minister Welcomes Progress in Bailout Talks
-----------------------------------------------------------
Alastair MacDonald at Reuters reports that Greek Finance Minister
Euclid Tsakalotos welcomed "progress" in bailout talks with euro
zone counterparts on Dec. 5 but warned creditors, including the
IMF, not to push for reform measures Athens has not previously
agreed to.

"The Greek economy has done an enormous amount of reforms,"
Reuters quotes Mr. Tsakalotos as saying after the Eurogroup
meeting in Brussels.  "Now it's time for these reforms to bear
fruit.

"Given that, it's very important for all sides, including the
IMF, not to jeopardize this progress with increased uncertainty,"
Mr. Tsakalotos, as cited by Reuters, said. "There should be no
demands on Greece that do not take into account . . . the current
political and social situation."

The International Monetary Fund is considering joining euro zone
governments in new support for Athens but first wants further
reform measures put in place if European creditors do not offer
more substantial debt relief, Reuters relates.

Mr. Tsakalotos said he was pleased with short-term measures to
ease debt repayments agreed by the Eurogroup on Dec. 5, though
these do not involve reductions in capital, Reuters notes.

According to Reuters, he said ministers had made progress toward
finalizing a second review of Greece's performance under the euro
zone bailout program.


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


ALME LOAN II: Moody's Assigns (P)Ba2 Rating to Class E-R Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by ALME Loan Funding II D.A.C.:

  EUR1,500,000 Class X Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aaa (sf)

  EUR224,000,000 Class A-R Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aaa (sf)

  EUR50,700,000 Class B-R Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aa2 (sf)

  EUR20,400,000 Class C-R Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)A2 (sf)

  EUR19,200,000 Class D-R Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)Baa2 (sf)

  EUR21,600,000 Class E-R Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)Ba2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions.  Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings.  A definitive rating (if
any) may differ from a provisional rating.

                          RATINGS RATIONALE

Moody's provisional rating of the Notes addresses the expected
loss posed to noteholders by the legal final maturity of the
notes in 2030.  The provisional rating reflects the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying
assets. Furthermore, Moody's is of the opinion that the
collateral manager, Apollo Management International LLP
("Apollo") , has sufficient experience and operational capacity
and is capable of managing this CLO.

The Issuer has issued the Refinancing Notes in connection with
the refinancing of the following classes of notes: Class A Notes,
Class B Notes, Class C Notes, Class D Notes and Class E Notes due
2027, previously issued July 2014.  On the Refinancing Date, the
Issuer will use the proceeds from the issuance of the Refinancing
Notes to redeem in full its respective Original Notes.  On the
Original Closing Date, the Issuer also issued the Class F Notes
which will be redeemed and not refinanced as well as one class of
subordinated notes, which will remain outstanding.

ALME Loan Funding II D.A.C. is a managed cash flow CLO with a
target portfolio made up of EUR 375,000,000 par value of mainly
European corporate leveraged loans.  At least 90% of the
portfolio must consist of senior secured loans, senior secured
bonds and eligible investments, and up to 10% of the portfolio
may consist of second-lien loans, unsecured loans, mezzanine
obligations and senior unsecured bonds.  The portfolio may also
consist of up to 7% of fixed rate obligations.  The portfolio is
expected to be 100% ramped up as of the closing date and to be
comprised predominantly of corporate loans to obligors domiciled
in Western Europe.

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in October 2016.

The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate.  In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche.  As such, Moody's
encompasses the assessment of stressed scenarios.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  For modeling
purposes, Moody's used these base-case assumptions:

  Performing par and principal proceeds balance: EUR375,000,000
   Defaulted par: EUR 0
  Diversity Score: 37
  Weighted Average Rating Factor (WARF): 2780
  Weighted Average Spread (WAS): 3.90%
  Weighted Average Recovery Rate (WARR): 43.0%
  Weighted Average Life (WAL): 8 years

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond rating of A1 or below.  Following the effective
date, and given the portfolio constraints and the current
sovereign ratings in Europe, such exposure may not exceed 10% of
the total portfolio, where exposures to countries rated below A3
cannot exceed 5% (with none allowed below Baa3).  Given this
portfolio composition, the model was run with different target
par amounts depending on the target rating of each class of notes
as further described in the Request for Comment.  The portfolio
haircuts are a function of the exposure size to peripheral
countries and the target ratings of the rated notes and amount to
0.75% for the class A notes, 0.50% for the Class B notes, 0.375%
for the Class C notes and 0% for Classes D and E and F.

Moody's has also tested the sensitivity of the ratings of the
notes to haircuts to the par amount and the recovery assumption
for current pay obligations within the portfolio (up to 5% in
aggregate).  CLOs typically define a current pay security as an
obligation of an entity that is undergoing insolvency
proceedings, that is current on its interest and principal
payments, and that the manager believes will remain current.  An
instrument with a facility rating of at least Caa1/Caa2 and a
market value of at least 80%/85% is typically eligible for
current pay status. However, this transaction does not set a
rating requirement for defaulted obligations to qualify as
current pay obligations with full par treatment.  Based on the
results of our analysis, we do not expect this feature to have a
material negative impact on the rated notes.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.

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

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

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the provisional rating assigned to the
rated Notes.  This sensitivity analysis includes increased
default probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), assuming that all other factors are
held equal:

  Percentage Change in WARF -- increase of 15% (from 2780 to
3197)
  Rating Impact in Rating Notches
  Class X Senior Secured Floating Rate Notes: 0
  Class A-R Senior Secured Floating Rate Notes: 0
  Class B-R Senior Secured Floating Rate Notes : -2
  Class C-R Senior Secured Deferrable Floating Rate Notes: -2
  Class D-R Senior Secured Deferrable Floating Rate Notes: -2
  Class E-R Senior Secured Deferrable Floating Rate Notes: -1

Percentage Change in WARF -- increase of 30% (from 2750 to 3614)
Rating Impact in Rating Notches
  Class X Senior Secured Floating Rate Notes: 0
  Class A-R Senior Secured Floating Rate Notes: -1
  Class B-R Senior Secured Floating Rate Notes: -4
  Class C-R Senior Secured Deferrable Floating Rate Notes: -4
  Class D-R Senior Secured Deferrable Floating Rate Notes: -3
  Class E-R Senior Secured Deferrable Floating Rate Notes: -2


ALME LOAN II: Fitch Assigns 'BB(EXP)sf' Rating to Class E Notes
---------------------------------------------------------------
Fitch Ratings has assigned expected ratings to Alme Loan Funding
II DAC refinancing notes, as follows:

   -- EUR1.5m Class X: 'AAA(EXP)sf'; Outlook Stable

   -- EUR224m Class A: 'AAA(EXP)sf'; Outlook Stable

   -- EUR50.7m Class B: 'AA(EXP)sf'; Outlook Stable

   -- EUR20.4m Class C: 'A(EXP)sf'; Outlook Stable

   -- EUR19.2m Class D: 'BBB(EXP)sf'; Outlook Stable

   -- EUR21.6m Class E: 'BB(EXP)sf'; Outlook Stable

   -- EUR45m participating term certificates: not rated

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

ALME Loan Funding II D.A.C. is a cash flow collateralised loan
obligation (CLO). Net proceeds from the issuance of the notes
will be used to refinance the current outstanding notes of
EUR382.4m. The portfolio of assets is managed by Apollo
Management International LLP.

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B' category. Fitch has public ratings or credit opinions on all
obligors in the identified portfolio. The weighted average rating
factor (WARF) of the identified portfolio is 31.9, below the
maximum covenanted WARF of 33.0.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The weighted average recovery rate (WARR) of the
identified portfolio is 68.8%, above the minimum covenanted WARR
of 67%.

Diversified Asset Portfolio

The issuer introduced during the refinancing process a covenant
that limits the top 10 obligors in the portfolio to 20% of the
portfolio balance. In addition, the maximum Fitch industry
exposure is restricted to 17.5% for the largest industry and 40%
for the top three. This ensures that the asset portfolio will not
be exposed to excessive obligor concentration.

Limited Interest Rate Risk

Unhedged fixed rate assets cannot exceed 7% of the portfolio
while there are no fixed-rate liabilities. The impact of unhedged
interest rate risk was assessed in the cash flow model analysis.

Documentation Amendments

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

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

RATING SENSITIVITIES

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

TRANSACTION SUMMARY

The issuer has amended the capital structure and extended the
maturity of the notes; it changed the payment frequency of the
notes to quarterly, although a frequency switch mechanism was
introduced.

The transaction features a four-year reinvestment period, which
is scheduled to end in 2021.

The structure will no longer have a junior class F notes. On the
other hand EUR1.5m class X notes ranking pari-passu to the class
A notes will be added. The principal amount is scheduled to
amortise in equal instalments during the first four payment dates
using interest proceeds only, unless there is an over-
collateralisation (OC) test breach. Class X notional is excluded
from the OC tests calculation but a breach of this test will
divert interest and principal proceeds to the repayment of class
X pro-rata with class A notes. It should be noted that Non-
payment of scheduled principal on the class X notes on the
specific dates will not represent an event of default according
to the transaction documents and unpaid principal will be due at
the next payment date.

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

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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

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

SOURCES OF INFORMATION

The information below was used in the analysis.

   -- Loan-by-loan data provided by the arranger as at 2 November
      2016.

   -- Offering circular provided by the arranger as at 01
      December 2016.

REPRESENTATIONS AND WARRANTIES

A description of the transaction's representations, warranties
and enforcement mechanisms (RW&Es) that are disclosed in the
offering document and which relate to the underlying asset pool
is available by accessing the appendix referenced under "Related
Research" below. The appendix also contains a comparison of these
RW&Es to those Fitch considers typical for the asset class as
detailed in the Special Report titled "Representations,
Warranties and Enforcement Mechanisms in Global Structured
Finance Transactions," dated 31 May 2016.


AVOCA CLO VII: Fitch Raises Ratings on Two Note Classes to 'B+sf'
-----------------------------------------------------------------
Fitch Ratings has taken multiple rating actions on Avoca CLO
VII's notes as follows:

   -- Class A-2 (ISIN XS0289563396): affirmed at 'AAAsf'; Outlook
      Stable

   -- Class A-3 (ISIN XS0289564014): affirmed at 'AAAsf'; Outlook
      Stable

   -- Class B (ISIN XS0289565763): upgraded to 'AAAsf' from
      'AAsf'; Outlook Stable

   -- Class C1 (ISIN XS0289566571): upgraded to 'A+sf' from
      'Asf'; Outlook Positive

   -- Class C2 (ISIN XS0290383412): upgraded to 'A+sf' from
      'Asf'; Outlook Positive

   -- Class D1 (ISIN XS0289566902): upgraded to 'BBB+sf' from
      'BBBsf'; Outlook Positive

   -- Class D2 (ISIN XS0290383768): upgraded to 'BBB+sf' from
      'BBBsf'; Outlook Positive

   -- Class E1 (ISIN XS0289567546): upgraded to 'B+sf' from
      'Bsf'; Outlook Positive

   -- Class E2 (ISIN XS0290384493): upgraded to 'B+sf' from
      'Bsf'; Outlook Positive

   -- Class F (ISIN XS0289568437): affirmed at 'CCCsf'; Recovery
      Estimate revised to 50% from 0%

   -- Class V (ISIN XS0290386431): affirmed at 'AAAsf'; Outlook
      Stable

Avoca CLO VII plc is a securitisation of mainly European senior
secured loans, with a total note issuance of EUR711m invested in
a portfolio of EUR700m. The portfolio, which is now EUR232m, is
actively managed by KKR Credit Advisors.

KEY RATING DRIVERS

The rating actions reflect the increase in credit enhancement
(CE) across the capital structure due to deleveraging of the
transaction since November 2015. The deleveraging was mainly
driven by the repayment in full of EUR39.9m class A1 notes and
the partial amortisation of class A-2 and A-3 of EUR55m. CE for
the class A notes has increased to 79% from 56% over the past 12
months, while CE for the class E notes has increased to 11% from
8.5%.

The Positive Outlook on the mezzanine and junior notes reflects
the possibility of a further upgrade if the deleveraging
continues at the current pace.

As the portfolio deleverages the transaction is, however,
becoming more exposed to obligor concentration. The top 10
obligors currently represent 59.4% compared with 51% a year ago
and the largest obligor now represents 9.2%, compared with 7.3%
previously. For this review a sensitivity analysis was performed
to assess near-term performance volatility if large obligors
default.

The transaction currently benefits from significant excess
spread. The weighted average spread of the portfolio is 3.55%
while the spread on the most senior notes is only 0.26%. The
portfolio presents some industry concentration, as the largest
industry represents 18.7%, above the current limit of 17.5%. One
defaulted obligor in the portfolio represents 71bps. Assets rated
'CCC' or below are 6.38%, above the 5% limit. The weighted
average rating of the portfolio is 'B'.

RATING SENSITIVITIES

A reduction in expected recovery rates by 25% may lead to a
downgrade of up to four notches for the rated notes. An increase
in the obligor default probability by 25% may lead to a downgrade
of up to two notches for the rated notes.

CORRECTION

Fitch has found that as part of the analysis performed for the
previous surveillance review (rating action commentary dated 12
November 2015), the portfolio evaluation date used was different
to the actual evaluation date in the Portfolio Credit Model
(PCM). When this is corrected, the PCM output would have been
different and the model-implied rating would have been higher by
one notch for class B, C and F and two notches for class E. This
was not a key rating driver for today's rating actions as the
current ratings are based on the correct model.

DUE DILIGENCE USAGE

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch 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 affected
the rating 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.

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

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

SOURCES OF INFORMATION

The information below was used in the analysis:

   -- Loan-by-loan data provided by Deutsche Bank as of 30
      September 2016.

   -- Trustee report provided by Deutsche Bank as of 30 September
      2016.


EUROPEAN RESIDENTIAL: DBRS Assigns 'BB' Rating to Class C Notes
---------------------------------------------------------------
DBRS Ratings Limited (DBRS) has assigned ratings of A (sf) to the
EUR272,300,000 Class A Notes, BBB (sf) to the EUR12,300,000 Class
B Notes and BB (sf) to the EUR12,300,000 Class C Notes (Rated
Notes) issued by European Residential Loan Securitisation 2016-1
DAC (Issuer). The Class P and Class D Notes are unrated and will
be retained by the Seller. The rating on the Class A Notes
addresses timely payment of interest and ultimate payment of
principal. The ratings on the Class B and Class C Notes address
ultimate payment of interest and ultimate payment of principal.
The transaction benefits from an amortising Reserve Fund which
provides liquidity support to the Rated Notes and provides
principal support at maturity of the Rated Notes. The Reserve
Fund support to the Class B and Class C Notes is subject to
performance-related triggers.

Proceeds from the issuance of the Class A to D Notes will be used
to purchase first charge performing and non-performing Irish
residential mortgage loans. The outstanding balance of the total
portfolio transferred to the issuer is equal to EUR557,597,053.
3.8% of the portfolio has been excluded from the analysis
(excluded loans). The excluded loans consist of loans where
enforcement procedures have been completed and a shortfall is
realised and loans where administrative and/or security issues
have been identified and are not expected to be remedied within
12 months. Whilst collections received in respect of excluded
loans will form available funds of the issuer and could be
applied in accordance with the relevant priority of payments, no
initial consideration will be paid by the issuer to Shoreline
Residential DAC (Seller). DBRS analysis is based on the the total
portfolio minus the excluded loans (Analysed Pool) which is equal
to EUR536,524,150. 65.5% of the analysed portfolio is in various
stages of the arrears/litigation process.

The mortgage loans were originated by Irish Nationwide Building
Society (INBS) and are secured by Irish residential properties
and a small proportion of Non-Irish residential properties. Loans
secured by Non-Irish properties represent 0.50% of the analysed
pool. INBS was effectively nationalised in August 2010 following
a state bailout. In 2011, INBS under state ownership was merged
with Anglo Irish Bank to form the Irish Banking Resolution
Corporation (IBRC). In February 2013 IBRC was put into special
liquidation by the Irish government as part of their strategy to
resolve legacy bank assets. The mortgage loans were acquired by
Lone Star Funds, through the Seller in March 2014. Servicing of
the portfolio was subsequently migrated over to Pepper Finance
Corporation (Ireland) DAC (PAS). PAS will be appointed as
Administrator of the assets for the transaction. Hudson Advisors
Ireland DAC (Hudson) will be appointed as the Issuer
Administration Consultant and as such will act in an oversight
and monitoring capacity and provide input on asset resolution
strategies.

The initial balance of the Class A to Class D Notes will equal
the outstanding balance of the total portfolio minus the excluded
loans. The credit enhancement available to the Class A Notes as a
percentage of the total portfolio minus the excluded loans is
49.25%. The credit enhancement available to the Class B Notes as
a percentage of the total portfolio minus the excluded loans is
46.95%. The credit enhancement available to the Class C Notes as
a percentage of the total portfolio minus the excluded loans is
44.66%.

Following the step-up date in October 2019, the margin above one-
month Euribor payable on the Rated Notes increases. The issuer
will enter into an Interest Rate Cap Agreement with HSBC Bank
USA, N.A. (HSBC USA). The cap agreement will terminate on 24
October 2021 or, if earlier, the date as of which all amounts due
under the Class A, Class B and Class C Notes have been repaid
and/or redeemed in full or no amounts remain to be paid under the
Class A, Class B and Class C Notes pursuant to the conditions of
the notes. On the termination date of the cap agreement, the
coupon cap on the notes becomes applicable. The issuer will pay
the interest rate cap fees in full on the closing date and in
return will receive payments to the extent one-month Euribor is
above 1% for the relevant interest period. The Issuer can unwind
or sell part of the Interest Rate Cap at the mark-to-market
position provided the notional amount of the Interest Rate Cap
does not fall below the outstanding balance of the Class A, Class
B and Class C Notes.

The coupon payable on the Rated Notes becomes subject to a capped
rate on the payment date falling on 24 October 2021. The coupon
cap on the Class A, Class B and Class C Notes is equal to 4.25%,
6.00% and 6.00%, respectively. Interest payable on the Class B
and Class C Notes can be deferred subject to the performance-
related triggers.

The issuer may sell part of the portfolio subject to sale
covenants. The sale price must be at least 85% of the aggregate
current balance of the mortgage loans which are subject to a
sale. Portfolio Sale Proceeds, which represent between 75% and
85% of the aggregate current balance of the sold mortgage loans,
net of costs, will be credited to the Portfolio Sale Reserve.

The Class P Notes may receive excess amounts from any portfolio
sale as repayments of principal. Excess amounts are calculated as
the sale proceeds which are greater than 85% the current balance
of the relevant mortgage loans net of portfolio sale costs. The
Class P Notes can also receive amounts arising from the unwinding
or sale of the Interest Rate Cap. As a consequence the Class P
Notes may amortise before the Rated Notes. Payments received to
the Class P Notes are capped at initial balance of the Class P
Notes. Following repayment in full of the Class P Notes, any
amount otherwise due to be paid to the Class P Notes will be
applied as available funds.

Citibank N.A., London Branch, (Citibank) is the Issuer
Transaction Account Bank. DBRS privately rates Citibank with a
Stable trend. DBRS has concluded Citibank meets DBRS's criteria
to act in such capacity. The transaction documents contain
downgrade provisions relating to the Transaction Account bank
where, if downgraded below BBB(low), the Issuer will replace the
account bank. The downgrade provision is consistent with DBRS's
criteria for the initial rating of A(sf) assigned to the Class A
Notes. The interest rate received on cash held in the account
bank is not subject to a floor of 0% which can create a potential
liability for the issuer. DBRS has assessed potential negative
interest rates on the account bank in the cash flow analysis.

The ratings are based upon a review by DBRS of the following
analytical considerations:

   -- Transaction capital structure, proposed ratings and form
      and sufficiency of available credit enhancement.

   -- The credit quality of the performing mortgage loan
      portfolio and the ability of the servicer to perform
      collection and resolution activities. DBRS stressed the
      expected collections from the mortgage portfolio based on
      the Business and Resolution strategies. The expected
      collections are used as an input into the cash flow model.
      The mortgage portfolio was analysed in accordance with
      DBRS's "Rating European Non-Performing Loan
      Securitisations" and "Master European Residential Mortgage-
      Backed Securities Rating Methodology and Jurisdictional
      Addenda" methodologies.

   -- The ability of the transaction to withstand stressed cash
      flow assumptions and repay the Class A, Class B and Class C
      Notes according to the terms of the transaction documents.
      The transaction cash flows were modelled using the expected
      collection from the mortgage loans. The transaction
      structure was modelled using Intex.

   -- The sovereign rating of the Republic of Ireland rated A(
      high)/R-1(middle) /Stable (as of the date of this rating).

   -- 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.

Notes:

All figures are in euros unless otherwise noted. The principal
methodology applicable is: "Rating European Non-Performing Loan
Securitisations".

DBRS has applied the principal methodology consistently and
conducted a review of the transaction in accordance with the
principal methodology.

Other methodologies referenced in this transaction are listed at
the end of this press release.

The sources of information used for this rating include Shoreline
Residential DAC and its agents.

DBRS does not rely upon third-party due diligence in order to
conduct its analysis.

DBRS was supplied with third party assessments. However, this did
not impact the rating analysis.

DBRS considers the information available to it for the purposes
of providing this rating to be of satisfactory quality.

DBRS does not audit the information it receives in connection
with the rating process, and it does not and cannot independently
verify that information in every instance.

This rating concerns a newly issued financial instrument. This is
the first DBRS rating on this financial instrument.
Information regarding DBRS ratings, including definitions,
policies and methodologies, is available on www.dbrs.com.

To assess the impact of 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):

   -- The expected principal and interest collection in a rising
      interest scenario at A(sf) rating level, a 5% and 10%
      reduction in the expected collections.

   -- The expected principal and interest collection in a rising
      interest scenario at BBB(sf) rating level, a 5% and 10%
      reduction in the expected collections.

   -- The expected principal and interest collection in a rising
      interest scenario at BB(sf) rating level, a 5% and 10%
      reduction in the expected collections.

   -- DBRS concludes that a hypothetical decrease of the expected
      principal and interest collections by 5%, ceteris paribus,
      would maintain the rating of Class A Notes at A (sf).

   -- DBRS concludes that a hypothetical decrease of the expected
      principal and interest collections by 10%, ceteris paribus,
      would maintain the rating of the Class A Notes at A (sf).

   -- DBRS concludes that a hypothetical decrease of the expected
      principal and interest collections by 5%, ceteris paribus,
      would maintain the rating of the Class B Notes at BBB (sf).

   -- DBRS concludes that a hypothetical decrease of the expected
      principal and interest collections by 10%, ceteris paribus,
      would maintain the rating of the Class B Notes at BBB (sf).

   -- DBRS concludes that a hypothetical decrease of the expected
      principal and interest collections by 5%, ceteris paribus,
      would maintain the rating of the Class C Notes at BB (sf).

   -- DBRS concludes that a hypothetical decrease of the expected
      principal and interest collections by 10%, ceteris paribus,
      would maintain the rating Class C Notes at BB (sf).


OAK HILL V: Moody's Assigns (P)B2 Rating to Class F Notes
---------------------------------------------------------
Moody's Investors Service announced that it has assigned these
following provisional ratings to notes to be issued by Oak Hill
European Credit Partners V Designated Activity Company:

  EUR260,800,000 Class A-1 Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aaa (sf)
  EUR10,600,000 Class A-2 Senior Secured Fixed Rate Notes due
   2030, Assigned (P)Aaa (sf)
  EUR47,600,000 Class B-1 Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aa2 (sf)
  EUR12,200,000 Class B-2 Senior Secured Fixed Rate Notes due
   2030, Assigned (P)Aa2 (sf)
  EUR25,900,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)A2 (sf)
  EUR23,700,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)Baa2 (sf)
  EUR30,400,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)Ba2 (sf)
  EUR12,900,000 Class F Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions.  Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings.  A definitive rating (if any) may
differ from a provisional rating.

                          RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2030.  The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure.  Furthermore, Moody's
is of the opinion that the Collateral Manager, Oak Hill Advisors
(Europe), LLP, has sufficient experience and operational capacity
and is capable of managing this CLO.  Oak Hill V is a managed
cash flow CLO.  At least 90% of the portfolio must consist of
secured senior loans or senior secured bonds and up to 10% of the
portfolio may consist of unsecured senior loans, second-lien
loans, high yield bonds and mezzanine loans.  The portfolio is
expected to be approximately 50% ramped up as of the closing date
and to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe.  The remainder of the portfolio will
be acquired during the ramp-up period in compliance with the
portfolio guidelines.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR55.1m of subordinated notes, which will not
be rated.

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
October 2016.  The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders.  Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.  As such,
Moody's encompasses the assessment of stressed scenarios.

Moody's used these base-case modeling assumptions:

  Par amount: EUR 460,000,000
  Diversity Score: 35
  Weighted Average Rating Factor (WARF): 2750
  Weighted Average Spread (WAS): 4.10%
  Weighted Average Coupon (WAC): 5.00%
  Weighted Average Recovery Rate (WARR): 40%
  Weighted Average Life (WAL): 8 years

As part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling (LCC) of A1 or below.  As per the portfolio
constraints, exposures to countries with local currency country
risk ceiling rating of between A1 to A3 cannot exceed 10%.
Following the effective date, and given these portfolio
constraints and the current sovereign ratings of eligible
countries, the total exposure to countries with a LCC of A1 or
below may not exceed 10% of the total portfolio.  The remainder
of the pool will be domiciled in countries which currently have a
LCC of Aa3 and above.  Given this portfolio composition, the
model was run without the need to apply portfolio haircuts as
further described in the methodology.

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

Percentage Change in WARF: WARF + 15% (to 3163 from 2750)
Ratings Impact in Rating Notches:
Class A-1 Senior Secured Floating Rate Notes: 0
Class A-2 Senior Secured Fixed Rate Notes: 0
Class B-1 Senior Secured Floating Rate Notes: -2
Class B-2 Senior Secured Fixed Rate Notes: -2
Class C Senior Secured Deferrable Floating Rate Notes: -2
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -1
Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3575 from 2750)
Ratings Impact in Rating Notches:
Class A-1 Senior Secured Floating Rate Notes: -1
Class A-2 Senior Secured Fixed Rate Notes: -1
Class B-1 Senior Secured Floating Rate Notes: -3
Class B-2 Senior Secured Fixed Rate Notes: -3
Class C Senior Secured Deferrable Floating Rate Notes: -4
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -2
Class F Senior Secured Deferrable Floating Rate Notes: -2

Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.


OAK HILL V: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Oak Hill European Credit Partners V
Designated Activity Company notes expected ratings, as follows:

   -- Class A-1: 'AAA(EXP)sf'; Outlook Stable

   -- Class A-2: 'AAA(EXP)sf'; Outlook Stable

   -- Class B-1: 'AA(EXP)sf'; Outlook Stable

   -- Class B-2: 'AA(EXP)sf'; Outlook Stable

   -- Class C: 'A(EXP)sf'; Outlook Stable

   -- Class D: 'BBB(EXP)sf'; Outlook Stable

   -- Class E: 'BB(EXP)sf'; Outlook Stable

   -- Class F: 'B-(EXP)sf'; Outlook Stable

   -- Subordinated notes: not rated

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

Oak Hill European Credit Partners V Designated Activity Company
is a cash flow collateralised loan obligation (CLO).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B' category. Fitch has credit opinions or public ratings on all
obligors in the identified portfolio. The weighted average rating
factor (WARF) of the identified portfolio is 32.8, below the
covenanted maximum Fitch WARF for assigning expected ratings of
35.0.

High Recovery Expectation

At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings to all of the assets
in the identified portfolio. The weighted average recovery rate
(WARR) of the identified portfolio is 68.2%, above the covenanted
minimum Fitch WARR for assigning expected ratings of 67%.

Unhedged Non-euro Assets Exposure

The transaction is allowed to invest in non-euro-denominated
assets. Unhedged non-euro assets are limited to a maximum
exposure of 2.5% of the portfolio subject to principal haircuts
and may remain unhedged for up to 90 days after settlement. The
manager can only invest in unhedged assets if, after the
applicable haircuts, the aggregate balance of the assets is above
the reinvestment target par balance.

Partial Interest Rate Hedge

Up to 12.5% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities account for 5% of target
par. The transaction is thus partially hedged against rising
interest rates.

TRANSACTION SUMMARY

Net proceeds from the issuance of the notes will be used to
purchase a EUR460m portfolio of European leveraged loans and
bonds. The portfolio is managed by Oak Hill Advisors (Europe),
LLP. The reinvestment period is scheduled to end in March 2021.

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

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

RATING SENSITIVITIES

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

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

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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

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

SOURCES OF INFORMATION

The information below was used in the analysis.

   -- Loan-by-loan data provided by the arranger as at
      November 22, 2016

   -- Preliminary offering circular provided by the arranger as
      at December 1, 2016

REPRESENTATIONS AND WARRANTIES

A description of the transaction's representations, warranties
and enforcement mechanisms (RW&Es) that are disclosed in the
offering document and which relate to the underlying asset pool
was not prepared for this transaction. Offering documents for
EMEA leveraged finance CLO transactions do not typically include
RW&Es that are available to investors and that relate to the
asset pool underlying the security. Therefore, Fitch credit
reports for EMEA leveraged finance CLO transactions will not
typically include descriptions of RW&Es. For further information,
see Fitch's Special Report titled "Representations, Warranties
and Enforcement Mechanisms in Global Structured Finance
Transactions," dated May 31, 2016.


RUSH CREDIT: Disorderly Collapse May Spur "Run" says Central Bank
-----------------------------------------------------------------
Independent.ie reports that the Central Bank feared a run on Rush
Credit Union and wider consequences for the credit union sector
as a whole if it did not move to seek liquidation of the
institution.

According to Independent.ie, in a report from its Resolution
Division, the Central Bank of Ireland explained its fears for a
"disorderly collapse" of Rush Credit Union before a provisional
liquidator was appointed early in November.

In the High Court hearing to have a liquidator appointed to
replace those provisional liquidators, the Resolution Division
explained the Central Bank's fears if the credit union in Rush
was not wound up, Independent.ie recounts.

Its report stated that if a provisional liquidator were not
appointed earlier this month, there was an "imminent prospect of
an interruption in members' access to savings" that would "be
very likely to result in a run on Rush Credit Union" and the
widespread attempted withdrawal of savings and deposits by
members of Rush (Credit Union), Independent.ie discloses.   This
would cause serious financial damage to Rush (Credit Union) and
could result in the unplanned closure of Rush in a disorderly
manner, Independent.ie states.

But the Central Bank also had fears for the wider Credit Union
movement if Rush Credit Union was allowed to collapse in a
"disorderly way" and provisional liquidators were not appointed,
Independent.ie notes.


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


BANCA UBAE: Fitch Affirms 'BB' LT Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has revised Banca UBAE's (UBAE) Outlook to Negative
from Stable, while affirming the bank's Long-Term Issuer Default
Rating (IDR) at 'BB'. The Viability Rating (VR) has also been
affirmed at 'bb'.

KEY RATING DRIVERS

IDRS AND VR

UBAE's IDRs are driven by the bank's standalone strength, as
expressed by the VR. The ratings reflect the niche trade finance
franchise of UBAE based on flows between Italy and its core
markets in the Middle East and North Africa (MENA) region and
high reliance on substantial deposit funding from its majority
shareholder, Libyan Foreign Bank (LFB). UBAE has achieved some
diversification through other business lines with a few major
Italian corporates, SMEs and small regional banks.

The Negative Outlook on UBAE's Long-Term IDR reflects growing
pressure on the bank's capitalisation, due to modest buffers over
minimum regulatory capital requirements, exacerbated by weaker
earnings in a low interest rate environment. The bank's
performance is also hampered by a high cost base and limited cost
flexibility. In addition, UBAE's capital base is small in
absolute terms, exposing the bank to event risk from high credit
concentrations and operational risks, which are prevalent in
trade finance.

UBAE has tight underwriting standards and its risks are
adequately controlled. The bank has consistently demonstrated
sound asset quality, which reflects its long-standing
relationships with its clients, including entities related to
Libya and LFB.

UBAE's concentrated deposits provided by LFB can fluctuate quite
significantly, depending on the latter's needs. When available,
UBAE invests surplus funds from LFB in liquid assets in Italy and
in European markets. Overall, UBAE's liquidity is ample, given
the self-liquidating nature of the bank's short-term trade
finance transactions and large portfolio of liquid assets.

SUPPORT RATING

Fitch believes that in case of need, UBAE would first look to LFB
for extraordinary support. LFB has over time shown a high
propensity to support UBAE, as it views the bank as important to
its international network and strategy. However, UBAE's Support
Rating of '5' reflects Fitch's view that LFB's ability to provide
support cannot be relied upon given the uncertain economic and
political environment in Libya.

RATING SENSITIVITIES

IDRS AND VR

The ratings are sensitive to UBAE's capital position and earnings
trends. While further earnings deterioration and continuing weak
capital ratios would be negative for the VR, a material
improvement in core capital would bring rating upside.

The concentration of UBAE's portfolio means that ratings are also
sensitive to material deterioration in the quality of one or more
of the bank's counterparties. Given the bank's high dependence on
the parent for funding, the ratings remain sensitive to an
unexpected withdrawal of such funding, threatening UBAE's
liquidity and challenging the bank's business model. This could
happen, for example, if a new regime took over in Libya,
including control of central bank operations (LFB is owned by the
Central Bank of Libya).

Greater diversification of UBAE's funding profile, a material
capital increase or significant improvements in Libya's operating
environment would bring rating upside if earnings were improving
at the same time.

SUPPORT RATING

UBAE's Support Rating is sensitive to changes in Fitch's
assumptions regarding potential support from LFB and may be
upgraded if Fitch believes that some support could come from LFB.
However, this is contingent on access to LFB as well as
sufficient improvement of the economic and political environments
in Libya.

The rating actions are as follows:

   -- Long-Term IDR: affirmed at 'BB'; Outlook Revised to
      Negative from Stable

   -- Short-Term IDR: affirmed at 'B'

   -- Viability Rating: affirmed at 'bb'

   -- Support Rating: affirmed at '5'


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


KAZAGROFINANCE: Fitch Assigns 'BB+' Rating to KZT8BB Sr. Bond
-------------------------------------------------------------
Fitch Ratings has assigned Kazakhstan-based KazAgroFinance's
(KAF) KZT8bn Series 2 senior unsecured bond a Long-term rating of
'BB+' and National Long-term rating of 'AA(kaz)'.

The tenge-denominated Series 2 bond was issued under the
company's second bond programme. The bond's annual coupon is set
at 15% and payable semi-annually and the principal is due 14
November 2021.

KEY RATING DRIVERS

The Series 2 issue's rating is at the same level as KAF's 'BB+'
Long-Term Local Currency Issuer Default Rating (IDR) and
'AA(kaz)' National Long-Term Rating. KAF's ratings reflect
Fitch's view of the moderate probability of state support to the
company given its policy role in providing state-subsidised
financial leasing and project financing to the agricultural
sector.

RATING SENSITIVITIES

The issue ratings would likely change in tandem with KAF's Long-
Term Local Currency IDR and National Long-Term Rating.

KAF's other ratings are unaffected as below:

   -- Long-Term Foreign and Local Currency IDRs: 'BB+', Outlook
      Stable

   -- Short-Term Foreign Currency IDR: 'B'

   -- National Long-Term Rating: 'AA(kaz)', Outlook Stable

   -- Support Rating: '3'

   -- Support Rating Floor: 'BB+'

   -- Senior unsecured debt ratings: 'BB+'/'AA(kaz)'

   -- Series 1 bond issue expected ratings:
      'BB+(EXP)'/'AA(kaz)(EXP)'


=========
M A L T A
=========


FIMBANK: Fitch Hikes Long-Term Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded Malta-based Fimbank's Long-Term Issuer
Default Rating (IDR) to 'BB' from 'BB-' and Support Rating to '3'
from '5'. The Outlook is Stable.

The upgrades reflect increased management and operational
integration of Fimbank with its minority shareholder Kuwait-based
Burgan Bank (Burgan/A+/Stable). Following the upgrade Fimbank's
Long-Term IDR is on the same level as Burgan's Viability Rating
(VR) of 'bb'.

The ratings also reflect our view that any support for Fimbank
would be immaterial to Burgan's ability to provide it. They also
take into account the demonstrated record of capital and funding
support provided to Fimbank by Burgan and its sister bank,
Bahrain-based United Gulf Bank (UGB).

KEY RATING DRIVERS

IDRS, SUPPORT RATING AND VR

Fimbank's IDRs and Support Rating are driven by Burgan's VR,
reflecting strong management and operational integration between
the two banks. Burgan's Long-Term IDR of 'A+' is driven by
sovereign support (Kuwait AA/Stable), but given its shareholding
in Fimbank is only 19.7% and Fimbank is not based in Kuwait, we
believe support from Kuwait cannot be relied upon to flow through
to the Maltese associate.

Burgan's ultimate parent is Kuwait Projects Company Holding
K.S.C.P. (KIPCO) group, a leading regional investment company
linked to Kuwait's ruling family. A further 61.2% stake in
Fimbank is owned by another KIPCO bank subsidiary, UGB. "Over
time, we expect these stakes to be consolidated and Burgan to
eventually take a majority stake in Fimbank, as it has done in
most of KIPCO's other banking subsidiaries." Fitch said.

Fimbank's VR is driven by the bank's niche trade finance focus
and expertise, with business generated in a number of emerging
markets. The bank experienced further asset quality deterioration
in 9M16, a trend which could continue as it consolidates
operations.

"The bank's Fitch core capital/risk-weighted assets ratio was
11.4% at end-June 2016, which we view as only adequate in the
context of Fimbank's higher impaired loans and low reserve
coverage. Fimbank's profitability continues to suffer from weak
efficiency due to business reorganisation and elevated impairment
charges, but we expect underlying earnings to strengthen once
management has dealt with legacy issues." Fitch said.

Funding and liquidity benefit from ordinary support from Burgan
and Fimbank's expanding retail deposit platform. "In our view,
the latter is price-sensitive but provides lower cost funding for
the bank." Fitch said.

RATING SENSITIVITIES

IDRS, SUPPORT RATING AND VR

Fimbank's IDRs and SR are sensitive to a change in Burgan's VR.
Fimbank's IDRs could also be downgraded if Burgan or the KIPCO
group reduced their stakes, or if Burgan's control or oversight
of its associate loosened.

Fimbank's Long-Term IDR could be upgraded by more than one notch
if Fitch believed that support from its owners was more likely,
for example, if Burgan acquired a majority stake in the bank or
if Fimbank evolved into a key and integral part of the group's
business and provided core products and services to Burgan's core
markets.

A successful restructuring of Fimbank and a strong recovery in
its financial metrics could result in Fimbank's VR being
upgraded. Downside pressure on the VR could come from further
asset quality deterioration or a failure to improve underlying
earnings further.

The rating actions are as follows:

   -- Long-term IDR: upgraded to 'BB' from 'BB-'; Outlook Stable

   -- Short-Term IDR: affirmed at 'B'

   -- Viability Rating: affirmed at 'bb-'

   -- Support Rating: upgraded to '3' from '5'


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


CARLSON WAGONLIT: Moody's Affirms B1 Rating on EUR300MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating and B2-PD probability of default rating (PDR) to Carlson
Travel, Inc., the indirect parent of Carlson Wagonlit B.V. (CWT).
Moody's has also assigned a provisional (P)B2 rating to the
proposed USD750 million (equivalent) of dollar-denominated fixed
rate senior secured notes and euro-denominated floating rate
senior secured notes due 2023, and a provisional (P)Caa1 rating
to the USD275 million senior unsecured notes due 2024, to be
issued by Carlson Travel, Inc. (CTI or the company).
Concurrently, Moody's has withdrawn Carlson Travel Holdings,
Inc.'s B2 CFR and B2-PD PDR.  The outlook on all ratings is
negative.

The rating action follows the announcement on December 5, 2016
that the company proposes to refinance the existing facilities of
the group, currently issued by CWT and Carlson Travel Holdings,
Inc. Proceeds from the transaction in addition to USD150 million
equity injection from shareholder Carlson, Inc. (unrated), will
be used to (1) refinance existing indebtedness; (2) pay fees and
expenses; and (3) repay certain shareholder loans.

Moody's has affirmed the B1 ratings on the existing USD415
million and EUR300 million senior secured notes due 2019 issued
by Carlson Wagonlit B.V., the Caa1 rating on the existing USD360
million PIK Toggle notes due 2019 issued by Carlson Travel
Holdings Inc. and the Ba2 rating on the existing USD100 million
super senior Revolving Credit Facility (RCF).  The ratings on the
existing instruments will be withdrawn on confirmation of the
transaction and repayment of the existing debt.

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

The rating action reflects these drivers:

   -- The USD150 million equity injection into CTI will be used
      to refinancing existing facilities and will result in a
      reduction in Moody's adjusted leverage of approximately
      0.4x, although Moody's expects leverage to remain high at
      approximately 5.5x on a pro forma basis at year-end 31
      December 2016 (FY2016).

   -- Weak operating performance and Moody's expectation that the
      environment for business travel is likely to remain
      challenging and consequently Moody's expects leverage to
      remain high over the next two years.

   -- Significant capital investment to grow the company's online
      platform and hotel offering will enhance the group's
      business profile but result in negative free cash flow over
      the next 12-18 months.

                         RATINGS RATIONALE

The B2 CFR reflects: (1) high financial leverage that Moody's
forecasts to be approximately 5.5x as at FY2016, even though the
equity injection from the sponsor will result in a reduction in
leverage of approximately 0.4x; (2) Moody's expectation that
leverage will remaining high in light of a challenging operating
environment for business travel which is expected to persist; (3)
negative free cash flow metrics over the next 12-18 months due to
additional capital investment to grow the company's online
platform and hotel offering; and (4) cyclical nature of the
business travel industry and exposure to external shocks.
However, the rating also positively reflects; (1) the group's
leading market position in the Travel Management Company (TMC)
Industry; (2) the company's diversified customer base and high
level of client retention at approximately 95% in the 12 months
ended 30 September 2016; (3) a strong track record in managing
its cost base and; (4) further investment in technology which
will improve service offering and enhance the group's business
profile.

Moody's views positively the support provided by the owner
Carlson, Inc. (unrated), highlighted by the proposed equity
injection of USD150 million, used as part of the refinancing
transaction which includes the refinancing of existing senior
secured notes and repayment of the USD360 million PIK Toggle
notes.  However Moody's expects leverage to remain high at around
5.5x on a pro forma basis at Dec. 31, 2016, and deleveraging is
likely to be limited by a continuation of a challenging operating
environment for business travel.

More positively, despite a difficult operating environment the
group has demonstrated some capacity to flex its costs base and
Moody's expects the company to continue to focus on efficiency
improvements in parallel with an increased focus on growing the
group's online offering.  Nevertheless, significant investment to
achieve further efficiency improvements and growth of the online
platform is likely to result in negative free cash flow
generation over the next 12-18 months.

Moody's expects the company to have an adequate liquidity profile
pro forma for the transaction as at Dec. 31, 2016, supported by
USD144 million in cash reserves.  Liquidity is also supported by
a new USD150 million super senior revolving credit facility (RCF,
unrated), however, negative cash flow generation is likely to
require funding from cash reserves or drawings on the RCF.  The
recent refinancing transaction will extend the maturity profile
of the group, with no significant maturity until 2023 when the
senior secured notes are due.

The new USD750 million (equivalent) senior secured fixed rate
notes and senior secured floating rate notes issued by Carlson
Travel, Inc. are rated (P)B2, in the line with the CFR,
reflecting their ranking behind the USD150 million super senior
revolving facility but ahead of the USD275 million senior
unsecured notes, and also reflecting the relatively weak
positioning of the CFR within the B2 category.  The (P)Caa1
rating of the new USD275 million senior unsecured notes reflects
their structural subordination to all other debt instruments
within the capital structure.

Rating outlook
The negative outlook reflects Moody's expectation that operating
performance will remain constrained by a challenging environment
for business travel over the next 12-18 months, and Moody's
expectation that leverage will remain elevated with free cash
flows limited by the costs of business transformation.
Nonetheless Moody's expects that the company will maintain an
adequate liquidity profile and will not make any large debt-
financed acquisitions.

Factors that could lead to an upgrade/downgrade

Near-term upward pressure is unlikely given the negative outlook
but the outlook could be revised to stable if over the next 12-18
months the company stabilises its trading results whilst reducing
leverage on a Moody's adjusted basis sustainably below 5.5x and
maintaining an adequate liquidity profile.

Positive rating pressure could build if CTI decreases its Moody's
adjusted debt/EBITDA ratio sustainably below 4.5x.

Negative rating pressure could arise should CTI operate with
Moody's adjusted debt/EBITDA ratio above 5.5x for a sustained
period of time or there is a material weakening of the liquidity
profile.

List of affected ratings

Assignments:

Issuer: Carlson Travel Inc.
  LT Corporate Family Rating, Assigned B2
  Probability of Default Rating, Assigned B2-PD
  Backed Senior Secured Regular Bond/Debenture, Assigned (P)B2
   (LGD3)
  Backed Senior Unsecured Regular Bond/Debenture, Assigned
   (P)Caa1 (LGD6)

Affirmations:

Issuer: Carlson Travel Holdings, Inc.
  Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: Carlson Wagonlit B.V.
  Backed Senior Secured Regular Bond/Debenture, Affirmed B1

Issuer: Carlson Wagonlit Travel, Inc.
  Backed Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Carlson Wagonlit UK Limited
  Backed Senior Secured Bank Credit Facility, Affirmed Ba2

Withdrawals:

Issuer: Carlson Travel Holdings, Inc.
  LT Corporate Family Rating, Withdrawn, previously rated B2
  Probability of Default Rating, Withdrawn, previously rated
   B2-PD

Outlook Actions:

Issuer: Carlson Travel Holdings, Inc.
  Outlook, Changed To Negative From Stable

Issuer: Carlson Travel Inc.
  Outlook, Assigned Negative

Issuer: Carlson Wagonlit B.V.
  Outlook, Changed To Negative From Stable

Issuer: Carlson Wagonlit Travel, Inc.
  Outlook, Changed To Negative From Stable

Issuer: Carlson Wagonlit UK Limited
  Outlook, Changed To Negative From Stable

Principal Methodology
The principal methodology used in these ratings was "Business and
Consumer Service Industry" published in October 2016.

Corporate Profile
Formed in 1997, CWT is a leading global business travel
management company, serving corporations of all sizes as well as
government institutions around the world.  CWT operates in nearly
150 countries and territories worldwide, with around 17,200
employees in its wholly owned operations at the end of September
2016.  The company provides the following services: (i) Traveller
Services, providing both online and full-service offline travel
bookings for corporate and government clients; (ii) Meetings &
Events Services, assisting clients to create and manage meetings
and events on a cost effective basis; and (iii) Energy, Resources
& Marine Services, offering specialised travel services to the
Oil & Gas Marine services and maritime and drilling exploration
sectors. While the majority of the company's revenue is generated
from transaction processing for clients, the services provided by
the other business units account for a significant proportion of
the value delivered to its clients.  CWT also derives around 42%
of its revenues from its suppliers.


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


CHORZOW: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the Polish City of Chorzow's Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB+'
and National Long-Term Rating at 'A-(pol)'. The Outlooks are
Stable.

The affirmation reflects Fitch's unchanged base case scenario of
stable operating performance with an operating margin of around
6% and expected sharp increase in direct debt that will lead to a
deterioration of the debt payback ratio. "However, despite debt
growth we expect debt service to be manageable in the medium
term," Fitch said.

KEY RATING DRIVERS

The ratings reflect Chorzow's small budget, which makes the city
more vulnerable to negative economic shocks in comparison with
other Polish cities rated by Fitch. This may represent a risk
given extensive investments to be debt-financed over the medium
term.

"We expect the city's direct debt to grow rapidly to around
PLN380m in 2018 or 67% of current revenue from an estimated
PLN163m in 2016 as Chorzow plans to construct a ring-road at an
estimated cost of PLN1.5bn," Fitch said. The city will apply for
EU funds of PLN1.2bn. The projected increase in direct debt will
lead to a deterioration of the payback ratio (debt-to-current
balance) to 13 years in 2018 from an estimated five years in
2016.

Fitch projects that Chorzow's operating revenue will grow
moderately by 3% on average in the medium term (excluding
transfers for new centrally delegated tasks). Fitch projects that
Poland's real GDP will grow 3.1% annually in 2017-2018, which
should support the development of Chorzow's economy and income
tax revenue. Revenue growth from local taxes will stem from
collection of overdue taxes rather than expanding the limited
local tax base.

In its base case scenario, Fitch assumes that operating
expenditure will grow in line with operating revenue growth, if
the administration continues to exercise operating expenditure
restraint. This should result in an operating margin of around 6%
over the medium term or an average operating balance of PLN30m,
which will be sufficient to cover annual debt service
requirements (capital plus interest).

"The city's liquidity is satisfactory, which we expect to be
maintained over the medium term. Cash and liquid deposits in the
city's accounts have averaged a monthly PLN18m in 2016," Fitch
said. In 2016 Chorzow borrowed PLN50m from EIB, more than needed
for capex financing. The surplus PLN12m has been placed in
deposits.

The city's authorities take a cautious approach to budgeting,
which is evident in actual revenue usually being higher than
originally budgeted at the beginning of the year. Operating
expenditure is monitored during the year. In Fitch view the
city's ability to increase its revenue is rather limited, so
sustained control over operating spending in the medium term will
be key to maintaining the ratings.

Chorzow is a small Polish city with around 110.000 inhabitants.
Its unemployment rate at end-September 2016 at 7.2% was slightly
below the national average of 8.3%. Data for gross regional
product for Chorzow itself is not available. Gross regional
product per capita in 2014 (latest available data) in the
Katowicki sub-region where Chorzow is located was 36% above the
national average. However, this ratio is fuelled mainly by the
City of Katowice (A-/Stable), the capital of the Slaskie Region
and does not fully reflect Chorzow's economy.

The regulatory regime for Polish local governments is stable.
Their activities and financial statements are closely monitored
and reviewed by the central administration. Disclosure in the
local and regional government accounts is reasonable. The main
revenue sources, such as income tax revenue, transfers and
subsidies from the central government, are centrally distributed
according to a legally defined formula, which limits the central
government's scope for discretion. Local tax rates such as the
real estate tax are capped by the state. This makes LRGs somewhat
reliant on decisions made by the central government and limits
their revenue-raising flexibility.

RATING SENSITIVITIES

A downgrade could result from a sharp increase in debt leading to
a debt payback ratio (direct debt/current balance) consistently
exceeding 12 years and from deterioration of operating
performance.

The ratings could be upgraded if the city demonstrates sound
operating performance with an operating margin of 6%, coupled
with stabilising direct debt at below 50% of current revenue.

KEY ASSUMPTIONS

Fitch assumes that city will start construction of a ring-road in
the medium term, but only if it obtains at least 85% of EU funds
for co-financing.


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


BELGOROD REGION: Fitch Affirms 'BB' LT Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the Russian Belgorod Region's Long-
Term Foreign and Local Currency Issuer Default Ratings (IDR) at
'BB', Short-Term Foreign Currency IDR at 'B' and National Long-
Term Rating at 'AA-(rus)'. The Outlooks on the Long-Term IDRs and
National rating are Stable.

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

The affirmation reflects the region's stable fiscal performance,
moderate, albeit growing, direct risk and contingent liabilities,
amid a prolonged economic slowdown in Russia.

KEY RATING DRIVERS

The 'BB' ratings reflect the region's sound operating
performance, moderate direct debt and a well-diversified economy.
The ratings also take into account the region's exposure to
contingent risk as well as the recessionary domestic environment
and a weak institutional framework in Russia, which in turn
negatively influences the region's credit metrics.

Fitch expects the region to maintain stable fiscal performance
with an operating margin of about 8%-10% in 2016-2018 (9M16:
8.7%). This will be supported by expected moderate growth of tax
revenue and current transfers, along with continuing control on
operating expenditure. Fitch projects average operating
expenditure growth to remain close to 4% in 2016-2018 (2014-2015:
average 3.4%).

Belgorod's interim deficit before debt variation widened to 7.7%
of total revenue at end- September 2016, from 3.5% in 2015. The
larger projected deficit is attributed to capex funding needs, as
the region continues to invest in roads and development of
logistics and transport services. Financing flexibility remains
limited with the region having already cut back capital outlays
twofold to 11.7% of total spending over 2011-2015. In our view,
the region's deficit is likely to widen further to 5%-7% in 2016-
2017, which will lead to debt financing.

Fitch projects moderate growth of the region's direct risk up to
60% of current revenue in 2016-2018 (2015: 52.2%). Belgorod's
debt stock as of 1 October 2016 comprised domestic bonds (55%),
budget loans (30%) and bank loans (15%). Fitch views the RUB4.9bn
loan at the region's public company Obldorsnab as direct risk as
Belgorod provides the company with subsidies to cover principal
and interest repayments on this loan.

"We view Belgorod's exposure to refinancing risk as limited, with
12% of currently outstanding debt scheduled for repayments in
2016." Fitch said. The region's interim liquidity position was
satisfactory with RUB3.5bn cash held on accounts as of 1 October
2016 (2015: RUB4.3bn), while its average monthly cash balance in
2016 stood at RUB3.9bn.

"We project the region's net overall risk to grow gradually
before stabilising at below 80% of current revenue in 2016-2018
(2015: 67%)." Fitch said. The region's contingent risk stems
mostly from guarantees, which decreased to RUB6.9bn at end-9M16
(2015: RUB9.7bn). The region issues guarantees in support of
several companies, largely operating in agriculture. Debt at
Belgorod's public sector entities stabilised at RUB3.8bn in 2014-
2015.

Russia's institutional framework for sub-nationals is a
constraint on the region's ratings. Frequent changes in both the
allocation of revenue sources and the assignment of expenditure
responsibilities between the tiers of government limit Belgorod's
forecasting ability and negatively affect the region's strategic
planning, and debt and investment management

The region's administration projects continued economic growth of
3%-5% per annum in 2016-2018. The region's gross regional product
(GRP) expanded 2.2% in 2015 (2013-2014: 3%), according to the
administration's preliminary estimates, outpacing Russia's
broader economy, which contracted 3.7%.

RATING SENSITIVITIES

An improved national economy leading to a sustainable operating
balance and debt coverage in line with the region's average
maturity profile (2015: three years and six months) could result
in an upgrade.

Growth in direct risk to above 70% of current revenue, coupled
with close to a zero current margin, could lead to a downgrade.


* RUSSIA: Recapitalization Program Fails to Help Lenders
--------------------------------------------------------
According to Bloomberg News' Vladimir Kuznetsov, Kommersant,
citing report of Russia's Audit Chamber, says that Russia's
program to recapitalize banks failed to help the economic
recovery or restore financial health of recipient lenders.

Of 32 banks surveyed by Audit Chamber, four aren't meeting
condition to increase lending to priority industries and mortgage
lending by 1% per month, Bloomberg discloses.

Twelve of 32 banks recorded cumulative net loss of RUR70 billion
in first 9 months of 2016, Bloomberg states.

Eight banks are "consistently loss-making", Bloomberg notes.

As part of the recapitalization program, 34 banks in aggregate
received RUR827 billion in capital injections from the state,
Bloomberg relays.



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


ABENGOA SA: Court Hearing Set on U.S. Units' Bankruptcy Plans
-------------------------------------------------------------
Steven Church at Bloomberg News reports that four U.S. units of
renewable-energy producer Abengoa SA were set to begin court
hearing on Dec. 6 to end their bankruptcy cases, which may help
Abengoa wrap up its own restructuring in Europe.

Under the plan, two units will be liquidated and two will be
reorganized and retained by Abengoa, Bloomberg discloses.

According to Bloomberg, a U.S. judge in Wilmington, Delaware was
expected to hear remaining creditor objections to how they will
be treated under the bankruptcy plans.

Main U.S. unit reorganizing, Abeinsa Holding, says it has
resolved all major objections, leaving only one or two issues
unresolved, Bloomberg relays.

                        About Abengoa S.A.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range
of customers in the energy and environmental sectors.  Abengoa is
one of the world's top builders of power lines transporting
energy across Latin America and a top engineering and
construction business, making massive renewable-energy power
plants worldwide.

As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.

On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.

                        U.S. Bankruptcy

Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on
March 28, 2016, to seek U.S. recognition of its restructuring
proceedings in Spain.  Christopher Morris signed the petitions as
foreign representative.  DLA Piper LLP (US) represents the
Debtors as counsel.

Involuntary petitions were filed against the three affiliated
entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy
Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC
under Chapter 7 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Nebraska and the United
States Bankruptcy Court for the District of Kansas.  The
bankruptcy cases for affiliate Abengoa Bioenergy of Nebraska, LLC
and Abengoa Bioenergy Company, LLC were converted to cases under
chapter 11 of the Bankruptcy Code and transferred to the United
States Bankruptcy Court for the Eastern District of Missouri.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own,
operate, and/or service four ethanol plants in Ravenna, York,
Colwich, and Portales, each filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
Missouri.  The cases are pending before the Honorable Kathy A.
Surratt-States and are jointly administered under Case No. 16-
41161.

Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.

The Chapter 11 petitions were signed by Javier Ramirez as
treasurer. They listed $1 billion to $10 billion in both assets
and liabilities.

Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016.  The cases are
consolidated under Lead Case No. 16-10790.

DLA Piper LLP (US) represents the Debtors as counsel.  Prime
Clerk serves as the Debtors' claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.

The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq.,
and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's
Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and
M. Shane Johnson, Esq.


FT SANTANDER 2016-2: Fitch Rates Class E Notes 'BB-(EXP)sf'
-----------------------------------------------------------
Fitch Ratings has assigned FT Santander Consumer Spain Auto 2016-
2's asset-backed fixed-rate notes, due on September 2033,
expected ratings as follows:

   -- EUR552.4m class A notes: 'AA(EXP)sf'; Outlook Stable

   -- EUR26m class B notes: 'A+(EXP)sf'; Outlook Stable

   -- EUR35.8m class C notes: 'BBB(EXP)sf'; Outlook Stable

   -- EUR19.5m class D notes: 'BB+(EXP)sf'; Outlook Stable

   -- EUR16.3m class E notes: 'BB-(EXP)sf'; Outlook Stable

   -- EUR13m class F notes: not rated

This securitisation of auto loans is the 13th transaction
originated in Spain by Santander Consumer EFC SA (Santander
Consumer), a wholly-owned and fully integrated subsidiary of
Santander Consumer Finance (A-/Stable/F2), whose ultimate parent
is Banco Santander S.A. (A-/Stable/F2).

The rating addresses the timely payment of interest and the
ultimate payment of principal on the notes in accordance with the
terms and conditions of the notes.

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

KEY RATING DRIVERS

Long Revolving Period

Santander Consumer Finance Auto Spain 2016-2 has a four-year
revolving period, which is longer than most auto loan
securitisation transactions in Europe. The purchase of new
eligible assets by the SPV is subject to early amortisation
events linked to performance triggers, as well as limits on
portfolio characteristics such as a 30% maximum weight of loans
granted to finance used car acquisition. Fitch has incorporated
the increased risk of the long revolving period in the selection
of high default multiples in stress scenarios (eg. 6x for
'AA+sf').

The high default multiples also take into account that the
delinquency early amortisation trigger, which has been defined at
3.35% of the portfolio outstanding balance, is viewed by Fitch to
permit considerable deterioration of the portfolio quality.

Robust Performance

Spanish auto loans originated by Santander Consumer are
displaying a healthy performance mainly due to tighter
underwriting standards since 2009 and a recent improvement in the
economic environment. For example, the average delinquency ratio
of Santander Consumer auto transactions stands in the range from
0.4% to 1% since 2010.

Credit Loss Assumptions

Fitch has analysed the assets based on two sub-pools with
different risks, being new and used cars. The aggregate worst
case (WC) portfolio base case lifetime default and recovery rate
assumed is 4.5% and 35.1% respectively, leading to a base case
loss expectation of 2.9%. The WC portfolio consists of 70% and
30% loans for new and used vehicle acquisition respectively in
accordance with the transaction's revolving covenants.

No Interest Rate Risk

The transaction is not exposed to interest rate risk since the
notes and the collateral are both linked to fixed interest rates.

RATING SENSITIVITIES

Unexpected increases in the default rate and loss severity on
defaulted loans could produce loss levels greater than the base
case and could result in negative rating actions on the notes.

Rating Sensitivity to Increased Default Rate Assumptions
Classes A, B, C, D and E notes
Current default rate (DR) base case:

   'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'BB-sf'

   -- Increase DR base case by 15%: 'A+sf'/'Asf'/'BBB-
      sf'/'BBsf'/'B+sf'

   -- Increase DR base case by 30%: 'Asf'/'BBB+sf'/'BB+sf'/'BB-
      sf'/'Bsf'

Rating Sensitivity to Reduced Recovery Rate Assumptions
Classes A, B, C, D and E notes
Current recovery rate (RR) base case:

   'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'BB-sf'

   -- Reduce RR base case by 15%: 'AA-
      sf'/'Asf'/'BBBsf'/'BB+sf'/'B+sf'

   -- Reduce RR base case by 30%: 'AA-
      sf'/'Asf'/'BBBsf'/'BBsf'/'B+sf'

Rating Sensitivity to Multiple Factors
Classes A, B, C, D and E notes
Current base case assumptions:

   'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'BB-sf'

   -- Increase DR base case by 15%, reduce RR base case by 15%:
      'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'Bsf'

   -- Increase DR base case by 30%, reduce RR base case by 30%:
      'Asf'/'BBB+sf'/'BB+sf'/'B+sf'/'B-sf'

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

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, and concluded that there were
no findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of Santander
Consumer's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall and together with the assumptions referred to above,
Fitch's assessment of the asset pool information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

SOURCES OF INFORMATION

The information below was used in the analysis.

   -- Loan-by-loan data provided by Santander Consumer as at 3
      November 2016

   -- Historical performance data provided by Santander Consumer
      on delinquencies, defaults, recoveries and prepayments up
      to June 2016

MODEL

The model below was used in the analysis.

Multi-Asset Cash Flow Model

REPRESENTATIONS AND WARRANTIES

A description of the transaction's representations, warranties
and enforcement mechanisms ("RW&Es") that are disclosed in the
offering document and which relate to the underlying asset pool
will be available by accessing the appendix that will accompany
the new issue report. The appendix will also contain a comparison
of these RW&Es to those Fitch considers typical for the asset
class as detailed in the Special Report titled "Representations,
Warranties and Enforcement Mechanisms in Global Structured
Finance Transactions," dated 15 June 2015.


IM GRUPO VII: DBRS Assigns Final 'CC' Rating to Series B Notes
--------------------------------------------------------------
DBRS Ratings Limited (DBRS) has finalised its provisional ratings
on the following notes issued by IM Grupo Banco Popular Empresas
VII, FT (the Issuer):

   -- EUR1,825 million Series A Notes, rated A (high) (sf) (the
      Series A Notes)

   -- EUR675 million Series B Notes, rated CC (sf) (the Series B
      Notes; together, the Notes).

The transaction is a cash flow securitisation collateralised by a
portfolio of term loans originated by Banco Popular Espanol, S.A.
(Banco Popular or the Originator) and Banco Pastor, S.A.U (Banco
Pastor or the Originator and, with Banco Popular, the
Originators) to small and medium-sized enterprises and self-
employed individuals based in Spain. Banco Pastor is a wholly
owned subsidiary of Grupo Banco Popular. As of October 15, 2016,
the transaction's provisional portfolio included 33,600 loans to
27,153 obligor groups, totalling EUR2,979 million.

At closing, the Originators have select the initial portfolio of
EUR2,500 million from the provisional pool.

The transaction has a two-year revolving period, during which
Banco Popular and Banco Pastor have the option to sell new loans
at par to the Issuer as long as the eligibility criteria is
complied with. The revolving period will end prematurely after
the occurrence of certain events (Replenishment Termination
Events), including the cumulative default rate or delinquency
rate exceeding 5.0% and 5.0% of the initial portfolio balance,
respectively.

The rating on the Series A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
Final Date. The Final Date is defined as the next Payment Date
after 42 months of the maturity of the last loan. The rating on
the Series B Notes addresses the ultimate payment of interest and
the ultimate payment of principal on or before the Final Date.

Interest and principal payments on the Notes will be made
quarterly on the 22nd of March, June, September and December,
with the first interest payment date on March 22, 2017. The Notes
will pay an interest rate equal to three-month Euribor, plus a
0.40% margin and 0.50% for Series A and Series B, respectively.

These ratings are based on DBRS's review of the following items:

   -- The Eligibility Criteria, based on which DBRS has created a
      worst-case portfolio.

   -- The fixed loans of the portfolio could increase up to 50.0%
      of the total portfolio in this case, and in a scenario in
      which interest rates go up, the transaction could incur in
      a significant interest rate risk.

   -- The transaction structure, the form and sufficiency of
      available credit enhancement and the portfolio
      characteristics.

   -- At closing, the Series A Notes benefit from a total credit
      enhancement of 31.0% that DBRS considers to be sufficient
      to support the A (high) (sf) rating. The Series B Notes
      benefit from a credit enhancement of 4.0% that DBRS
      considers to be sufficient to support the CC (sf) rating.
      Credit enhancement is provided by subordination and the
      Reserve Fund.

   -- The Reserve Fund is non-amortising for the life of the
      transaction. The Reserve Fund has a balance of EUR100.0
      million, 4.0% of the aggregate balance of the Notes, and is
      available to cover shortfalls in the senior expenses and
      interest in the Series A Notes and, once the Series A Notes
      are fully paid, interest on Series B throughout the life of
      the Notes. The Reserve Fund will only be available as a
      credit support for the Notes at the Final Date.

   -- DBRS considers that there are inadequate mitigants to the
      commingling risk. To address this risk, DBRS analysis
      includes a stress equivalent to the interruption of
      interest and principal proceeds for a period of six months
      by assuming senior expenses and interest on the Series A
      Notes would be paid from the Reserve Fund for this period.

DBRS determined these ratings as follows, as per the principal
methodology specified below:

   -- The probability of default for the portfolio was determined
      using the historical performance information supplied in
      2015, instead of the historical data sent for this
      transaction. The most recent historical performance dataset
      would have suggested a significant improvement to
      historical performance that is, in DBRS's view, not
      expected nor consistent with the historical information we
      received for previous Banco Popular transactions. DBRS
      assumed an annualised probability of default (PD) of 2.56%
      for this portfolio.

   -- The assumed weighted-average life (WAL) of the portfolio
      was 5.23 years based on the maximum allowed under the
      replenishment criteria, three years, plus two years of
      revolving period and permitted variations along the life of
      the transaction.

   -- The PD and WAL were used in the DBRS Diversity Model to
      generate the hurdle rate for the target ratings.

   -- DBRS applied the following recovery rates: 16.3% for the
      Series A Notes and 21.5% for Series B Notes, as the
      portfolio is composed exclusively of senior unsecured
      loans.

   -- The break-even rates for the interest rate stresses and
      default timings were determined using the DBRS cash flow
      model.

Notes:

All figures are in euros unless otherwise noted.

The principal methodology applicable is Rating CLOs Backed by
Loans to European SMEs. DBRS has applied the principal
methodology consistently and conducted a review of the
transaction in accordance with the principal methodology.

Other methodologies and criteria referenced in this transaction
are listed at the end of this press release.

The sources of information used for these ratings include the
parties involved in the ratings, including but not limited to the
Originators, Banco Popular Espanol, S.A. and Banco Pastor,
S.A.U., the Issuer and InterMoney Titulizaci¢n, S.G.F.T., S.A.

DBRS does not rely upon third-party due diligence in order to
conduct its analysis; DBRS was supplied with third party
assessments. However, this did not impact the rating analysis.

DBRS determined key inputs used in its analysis based on
historical performance data provided for the Originators and
Servicers as well as analysis of the current economic
environment. DBRS considers the information available to it for
the purposes of providing this rating was of satisfactory
quality.

Further information on DBRS's analysis of this transaction will
be available in a rating report on http://www.dbrs.comor by
contacting us at info@dbrs.com.

DBRS does not audit the information it receives in connection
with the rating process, and it does not and cannot independently
verify that information in every instance.

These ratings concern newly issued financial instruments.

To assess the impact a change of the transaction parameters would
have on the ratings, DBRS considered the following stress
scenarios as compared with the parameters used to determine the
rating (the Base Case):

   -- Probability of Default Rates Used: Base Case PD of 2.56%, a
      10% increase of the Base Case and a 20% increase of the
      Base Case PD.

   -- Recovery Rates Used: Base Case Recovery Rates of 16.3% at
      the A (high) (sf) stress level for the Class A Notes, a 10%
      and 20% decrease in the Base Case Recovery Rates.

DBRS concludes that a hypothetical increase of the Base Case PD
by 20% would lead to a downgrade of the Series A Notes to A (low)
(sf), and a hypothetical decrease of the recovery rate by 20%
would lead to a downgrade of the Series A Notes to A (low) (sf).
A scenario combining both an increase in the Base Case PD by 10%
and a decrease in the Base Case Recovery Rate by 10% would lead
to a downgrade of the Series A Notes to A (low) (sf).

Regarding the Series B Notes, the rating would not be affected by
any hypothetical change in neither PD nor Recovery Rate.

It should be noted that the interest rates and other parameters
that would normally vary with the rating level, including the
recovery rates, were allowed to change as per the DBRS
methodologies and criteria.

Ratings assigned by DBRS Ratings Limited are subject to EU
regulations only.

Initial Lead Analyst: Mar°a L¢pez, Vice President
Initial Rating Date: 29 November 2016
Initial Rating Committee Chair: Jerry van Koolbergen, Managing
Director

DBRS Ratings Limited
20 Fenchurch Street, 31st Floor
London EC3M 3BY
United Kingdom
Registered in England and Wales: No. 7139960

   -- Rating CLOs Backed by Loans to European SMEs

   -- Legal Criteria for European Structured Finance Transactions

   -- Operational Risk Assessment for European Structure Finance
      Originators

   -- Operational Risk Assessment for European Structure Finance
      Servicers

   -- Unified Interest Rate Model for European Securitisations

   -- Cash Flow Assumptions for Corporate Credit Securitizations

   -- Rating Methodology for CLOs and CDOs of Large Corporate
      Credit


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


ARAP TURK: Fitch Affirms 'BB-' LT Issuer Default Ratings
--------------------------------------------------------
Fitch Ratings has affirmed Arap Turk Bankasi A.S.'s (ATB) Long-
Term Local and Foreign Currency Issuer Default Ratings (IDRs) at
'BB-' with a Stable Outlook.

KEY RATING DRIVERS

IDRS, VR AND NATIONAL RATING

The IDRs and National Rating are driven by ATB's standalone
strength, as measured by the 'bb-' Viability Rating (VR). The VR
reflects ATB's reliance on substantial deposit funding from
majority shareholder, Libyan Foreign Bank (LFB), and on trade
flows between Libya and Turkey.

The ratings also reflect ATB's limited franchise within the
Turkish banking sector, the bank's specialist focus on the
higher-risk Middle East and North Africa (MENA) region and high
credit concentrations on- and off-balance sheet. The VR benefits
from ATB's track record of consistently healthy financial
performance.

ATB has developed significant expertise in trade financing
between Turkey and MENA countries, in particular Libya. Other
activities include correspondent banking with regional
counterparties including Libyan banks, as well as cash loans to
major Turkish corporates. Transactions with Libya, while higher-
risk, have performed well over time. Consequently, ATB's asset
quality metrics compare well with Turkish commercial banks and
trade finance bank peers as impaired exposures represented a low
0.2% of total business volume (taking total assets and total off-
balance sheet activities) at end-3Q16.

The main risk to asset quality is from high borrower and
geographic concentrations given the bank's small size, customer
base and focus.

Deposits from LFB represented 53% of ATB's non-equity funding at
end-3Q16, presenting significant funding concentration. However,
this has been fairly stable over the years and has supported
ATB's operations within the region. Other sources of funding
consist of bank borrowings (31%), of which a high proportion is
from related LFB affiliates, and customer deposits (13%).
Management intends to diversify sources of funding to reduce
concentrations.

ATB's capital adequacy ratios are adequate (Fitch Core
Capital/risk-weighted assets of 18.3% at end-9M16), but capital
is small in absolute size, especially given ATB's high credit
concentrations. Capitalisation is supported by reasonable
internal capital generation. However, capital adequacy ratios are
vulnerable to an increase in risk-weighted assets from lira
depreciation, given ATB's large proportion of foreign currency
(FC) assets and, more significantly, a Turkey sovereign
downgrade.

Performance ratios are satisfactory, despite tough operating
conditions. Margins are healthy (net interest margin: 5.1% in
9M16), but are expected to come under pressure as funding costs
increase due to the focus on diversification. Integration with
LFB group banks and a small branch network of seven help keep
cost efficiency stable (cost/income: 39% in 9M16).

KEY RATING DRIVERS

SUPPORT RATING AND SUPPORT RATING FLOOR

The bank's '5' Support Rating and 'No Floor' Support Rating Floor
reflect Fitch's view that support cannot be relied upon either
from the Turkish authorities or from the shareholders. Fitch
believes that support cannot be relied upon from the Turkish
authorities, given ATB's limited systemic importance.

Given the uncertain economic and political environment in Libya,
LFB's ability to provide support cannot be relied upon despite a
track record of past support for the Turkish bank's operations.
LFB has over time shown a high propensity to support ATB,
underlining the importance of the bank to the former's
international strategy. As well as providing low-cost funding,
LFB appoints key senior management (including the General
Manager) and plays a vital role in introducing business to its
Turkish subsidiary.

RATING SENSITIVITIES

IDRS, VR AND NATIONAL RATING

The bank's IDRs and National Rating are sensitive to a change in
the VR. The bank's VR could be downgraded if ATB's strategic
importance to LFB is reduced, through a substantial loss or
withdrawal of funding or business, which could happen, for
example, as a result of a change in the regime in Libya. An
increase in funding or lending concentrations could also result
in a downgrade of ratings. However, these scenarios do not
represent Fitch's base case.

Upside for the ratings is limited given the bank's niche
franchise, high reliance on parent funding and exposure to the
Libyan market. However, diversification of ATB's funding profile
and business model or significant improvements in Libya's
operating environment could bring upside.

SUPPORT RATING

The Support Rating could be upgraded if Fitch considers LFB is
able to provide extraordinary support to ATB in case of need.
This would be contingent on a more stable regime in Libya while
maintaining the importance of ATB to LFB.

The rating actions are as follows:

   -- Long-Term Foreign and Local Currency IDRs affirmed at
      'BB-'; Stable Outlook

   -- Short-Term Foreign and Local Currency IDRs affirmed at 'B'

   -- Viability Rating affirmed at 'bb-'

   -- Support Rating affirmed at '5'

   -- Support Rating Floor affirmed at 'No Floor'

   -- National Long-Term Rating affirmed at 'A+(tur)'; Stable
      Outlook


BURSA: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Metropolitan Municipality of
Bursa's Long-Term Foreign Currency and Local Currency Issuer
Default Ratings (IDR) at 'BB+' and National Long-Term Rating at
'AA+(tur)'. The Outlooks are Stable.

"In line with our base case scenario, we expect Bursa's strong
operating performance to continue and project it will post
operating margins over 40%. This is due to its above average well
diversified economy and main responsibilities that are largely
capital expenditure driven," Fitch said.

The affirmation also takes into account that despite posting a
deficit before debt of 16% of revenues, due to an increase in
operating expenditure 6% higher than revenues and a 27% higher
capex than budgeted, Bursa's overall performance remains in line
within the 'BB 'category. The increase in capex had not been
taken into account in Fitch's baseline scenario, and was mainly
due to the city's newly assigned responsibilities under Law 6360,
especially for rural areas and also to some extent the general
election in 2015, where projects were rushed to be finalised.

KEY RATING DRIVERS

"Bursa posted a strong operating margin of 43% in 2015, which was
slightly below our estimate of 46%. However, the increase in
operating expenditure growth was 6% above operating revenue. The
local economy was resilient to the adverse sentiment change in
2015 and 2016. After a one-off increase in shared tax revenues in
2014-2015, Fitch expects tax revenues to grow above inflation by
11% on a nominal basis annually." Fitch said.

Bursa's new responsibilities will drive capital spending, part of
which will be debt funded. This will result in an increase in the
debt to current revenue ratio to 120%-130% in 2016-2017 from
115%. Fitch's base line scenario is that the ratio will decrease
again to below 120% in 2018.

In 2015 Bursa continued with its commitment to reduce its
exposure to foreign exchange (FX) risk. The city has reduced its
FX liabilities that are related to its project financing and
euro-denominated. Since 2013 the city has not taken on any new
foreign-currency denominated debt and there is none envisaged in
its three-year plan. Accordingly, Fitch expects the FX share of
debt to reduce to below 50% of the debt portfolio by 2018 from
52.7% by end 2015. "We further discount a 10% depreciation of the
local currency annually but estimate the debt to current balance
ratio to remain within three years due to a strong operating
balance." Fitch said.

The weighted average maturity of Bursa's FX debt is 12 years, and
its total debt (foreign currency and domestic debt) was 10 years
as of 2015, well above its debt payback ratio. The lenders of
Bursa's FX debt portfolio consist solely of multilateral
agencies, such as EIB, EBRD and KfW. For local currency
borrowing, the city has also large access to various commercial
and state owned banks.

The city's authorities follow a solid budgetary policy and seeks
to improve financial planning, which leads to a solid operating
performance, although adjustments in improved liquidity planning
could be undertaken. Sound financial planning enables further
large capex investment financing needs to be covered in a timely
and forward looking manner.

Bursa has a narrow public sector, comprising one public sector
entity and four majority owned municipal companies. At end-2015
the overall debt was TRY353.5m (2014: TRY365.5m) or 29.2% of the
city's current revenue. However, most of them are self-
supporting.

Bursa is Turkey's fourth-largest contributor to its GVA,
contributing on average 6% in 2004-2011 (last available
statistics). The metropolitan city accounts for 3.6% of the
Turkish population, or 2.8 million people in 2015. The city is
the main hub for the country's automobile and automotive
industry, followed by steel production, textile and food-
processing industries

RATING SENSITIVITIES

A sharp increase in external and local debt and a deterioration
of the debt to current balance ratio above four years could
prompt a downgrade, although this is not Fitch's base case
scenario.

Sustainable reduction of overall risk below 100% from an expected
of 140% on average and continuation of strong budgetary
performance with operating expenditure not higher than budgeted
would be positive for the Long-Term IDRs and National Ratings.


YUKSEL INSAAT: Cancels Debt-Restructuring Plan for Second Time
--------------------------------------------------------------
Luca Casiraghi at Bloomberg News reports that Turkish builder
Yuksel Insaat AS canceled a debt-restructuring plan for the
second time this year after shareholders withdrew support.

"Due to the enormous challenges arising from the prevailing
political and economic conditions in Turkey the company's
shareholders have concluded that they can no longer support the
proposed scheme of arrangement in its current form," Bloomberg
quotes the builder as saying in a statement on Dec. 6.  "The
company is currently evaluating alternative restructuring
proposals."

Yuksel Insaat canceled a meeting on Dec. 8, when holders of
US$200 million of defaulted bonds were scheduled to vote on the
debt-restructuring plan, Bloomberg relates.



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


BHS GROUP: Creditors Veto Administrators' Higher Bill
-----------------------------------------------------
City A.M. reports that the BHS pensions lifeboat has vetoed an
invoice put forward by the collapsed retailer's administrators,
Duff & Phelps.

According to the report, Duff & Phelps initially estimated a fee
of GBP3.5 million for its work on BHS, but later increased its
fee to GBP4.1 million. In a meeting of creditors on November 15,
the Pension Protection Fund (PPF) -- BHS' largest creditor --
voted against the higher bill, the report says.

City A.M. says the two sides are now in discussions over how much
Duff & Phelps should charge. The firm's original estimate already
included the 15% reduction requested by the PPF for all the
parties involved in BHS.

BHS, which went into administration in April, moved into
liquidation on Dec. 2, City A.M. discloses. This process is being
handled by FRP Advisory, a firm appointed by the PPF, due to
concerns that Duff & Phelps was not fully independent of Sir
Philip Green, the report notes.

"We remain engaged with the insolvency practitioners around a
number of issues arising from their time as administrators of
BHS. We recognise that the extensive work Duff & Phelps have
undertaken is a significant cost to the creditors," the report
quotes Malcolm Weir, head of restructuring and insolvency at the
PPF, as saying.  "However, as in all insolvencies, we look to
ensure value for money for the PPF on behalf of pension scheme
members, our levy payers and creditors generally."

Green is now in discussions with the Pensions Regulator about
contributing to the BHS pension deficit, the report says.
Currently, BHS pensioners face receiving a reduced pension as
part of the protection offered by the PPF, adds City A.M.

BHS Group was a high street retailer offering fashion for the
whole family, furniture and home accessories.


CUTLER AND ROSS: High Court Winds Up Broker Company
---------------------------------------------------
A London-based broker targeting often vulnerable investors, mis-
selling them various 'alternative investment' products has been
ordered into liquidation following a petition presented by the
Secretary of State for Business, Energy and Industrial Strategy
to wind up the company on grounds of public interest.

Cutler and Ross Limited, which was formerly known and traded as,
Sussex Associates Limited, sold investments in a range products
including wine, fancy colored diamonds and working interests in
oil wells. Although denied by the company, the investigation also
showed that it sold investments in storage units and art.

The company sold alternative investments valued in excess of GBP3
million from which it received commissions of at least
GBP1,384,662.

The Company issued a brochure to investors promoting colored
diamonds stating that it was:

"A boutique brokerage that sources rare natural coloured diamonds
for buyers seeking to diversify their portfolio.

and

"Sussex Associates will help you choose the most appropriate
diamonds for your portfolio. This involves assisting in the
colour selection, size and other characteristics of the diamond
in order to maximise your return. Using our global network we
will then source the best quality, conflict free diamonds."

In fact, the company acted a broker for a single supplier. Total
sales of diamonds by Sussex Associates amounted to GBP288,673
from which Sussex Associates received GBP203,816 in commission.

The company was warned by the Financial Conduct Authority (FCA)
that in their opinion Sussex Associates had acted in breach of
the Financial Services and Markets Act 2000 (FSMA), which sets
out rules on who can engage in regulated activities and the
promotion of investment activity.

Despite giving the FCA assurances, on 23 July 2014, that it would
ensure that it would not knowingly act in contravention of FSMA
the company continued to promote investments in breach of the
regulations selling a further GBP728,000 of investments in oil
alone.

The FCA issued a warning to the public about Sussex Associates
Limited. The company subsequently changed its name, first to
Compare Markets Limited and then to Cutler & Ross Limited. The
company's sole recorded officer, John Rimmer, admitted to the
investigators from Company Investigations that the name change
was as a result of the FCA's warning.

Mr. Rimmer informed the investigation that the company was simply
an introducer. This argument did not hold water with the FCA, or
the Court and was not supported by the evidence uncovered during
the enquiries carried out by Company Investigations.

Evidence uncovered in the enquiry showed that, whilst by no means
all, a good number of Sussex Associates clients were elderly
and/or vulnerable individuals, who had often been targeted by
other unscrupulous companies. Sadly, one investor was sold
investments whilst suffering from dementia.

Welcoming the Court's winding up decision David Hill, a Chief
Investigator said:

"The company persuaded members of the public to part with
substantial sums of money by promising extremely high rates of
return. In reality the investments were promoted only because
they paid high rates of commission to the Company and were in
fact not much more than worthless.

"We work closely with a number of partners to prevent
unscrupulous companies fleecing the vulnerable and the Insolvency
Service will continue to investigate and bring to a halt the
activities of companies harming or about to harm the public by
operating in this way."

Cutler and Ross Limited was incorporated on July 10, 2013, under
the name Sussex Associates Limited. On May 28, 2015, the Company
changed its name to Compare Markets Limited and subsequently on
Aug. 6, 2015, the name was changed to Cutler and Ross Limited.

The petition was issued following confidential enquiries carried
out by the Insolvency Service, under section 447 of the Companies
Act 1985, as amended.


THRONES 2015-1: S&P Affirms BB Rating on Class E-Dfrd Notes
-----------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Thrones 2015-1
PLC's class A notes and on the interest-deferrable class B-Dfrd
to E-Dfrd notes.

The affirmations follow S&P's credit and cash flow analysis of
the transaction using information from the June 2016 investor
report and loan-level data.  S&P's analysis reflects the
application of its U.K. residential mortgage-backed securities
(RMBS) criteria and S&P's current counterparty criteria.

The underlying pool comprises mostly loans made to nonconforming
borrowers, including those who self-certified their income, or
who received a loan to purchase buy-to-let properties.  The pool
also includes loans made to borrowers who were previously subject
to a county court judgment, an individual voluntary arrangement,
or bankruptcy order. Since closing in August 2015, the total 30+
days past due arrears ratio has been rather stable at 41.06% at
mid-2016, but remained higher than our U.K. nonconforming index
of 16.30%.

In S&P's credit analysis, it splits the collateral into two
groups: loans which are defaulted and in the process of
repossession, and loans which are not in repossession.  S&P
assumes a 100% weighted-average foreclosure frequency (WAFF) to
the first collateral group.  To derive the WAFF on the second
collateral group, S&P applies its U.K. RMBS criteria.  The
poolwide WAFF is therefore a blended result dependent on the
weight of two subpools, and the actual WAFF on the second group.

Since closing in August 2015, the poolwide WAFF has slightly
decreased.  This decrease is due to the decline in the WAFF of
the second collateral group, which was partially mitigated by its
lower weight in the total pool.  The lower WAFF stems from the
lower benchmark WAFF at a 'AAA' rating level, the smaller
proportion of short-term interest-only loans and first-time
buyers, the increase in seasoning, and a lower level of projected
arrears.

S&P's weighted-average loss severity (WALS) calculations have
increased since closing at the 'AAA' to 'A' rating levels, but
have decreased at lower rating levels. Although the transaction
has benefitted from the decrease in the weighted-average current
loan-to-value (LTV) ratio, this has been offset by the increase
in our repossession market-value decline assumptions since
closing, which have been greater at higher rating levels.

Rating       WAFF     WALS
level         (%)      (%)
AAA          90.1     51.9
AA           79.3     44.5
A            69.9     33.1
BBB          61.0     26.2
BB           51.3     21.4

The transaction benefits from a nonamortizing reserve fund and a
nonamortizing liquidity reserve.  The reserve fund was fully
funded at closing and has never been drawn.  The liquidity
reserve was topped up since closing to meet its required amount,
and has not been used.  Due to the ongoing amortization of the
class A notes, the available credit enhancement for all of the
rated classes of notes has slightly increased since closing.

The transaction is exposed to the counterparty risk of Citibank
N.A., (London Branch) as the transaction account provider.  S&P
derives the rating of this entity from its parent, Citibank N.A.
(A/Watch Pos/A-1), following the application of S&P's bank branch
criteria.  S&P considers that the replacement language in the
bank account agreement complies with its current counterparty
criteria and can support up to a 'AAA' rating on all classes of
notes in this transaction.  S&P also believes that the
replacement conditions relating to the collection account
provider, Barclays Bank PLC (A-/Negative/A-2), meet S&P's
counterparty criteria and support a 'AAA' rating on the notes.
S&P models commingling risk related to the servicer as a one-
month liquidity stress.

S&P's rating on the class A notes addresses the timely payment of
interest and the ultimate repayment of principal on, or before,
the legal final maturity date of the notes.  S&P's ratings on the
class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes address the
ultimate repayment of interest and principal on, or before, legal
final maturity.

The results of S&P's cash flow analysis support the currently
assigned ratings on the class A, B-Dfrd, C-Dfrd, D-Dfrd, and
E-Dfrd notes.  S&P has therefore affirmed its ratings on these
classes of notes.

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

Thrones 2015-1 is a securitization of first-lien U.K.
reperforming nonconforming residential mortgage loans, whose
legal title is held by Mars Capital Finance Ltd.

Heritable Bank PLC, Edeus Mortgage Creators Ltd., Victoria
Mortgage Funding Ltd., Citibank Trust Ltd., Mortgages PLC,
Mortgages 1 Ltd., Wave Lending Ltd., Amber Homeloans Ltd.,
Associates Capital Corporation PLC (now CitiFinancial Europe
PLC), Future Mortgages Ltd., Rooftop Mortgages Ltd., Southern
Pacific Mortgage Ltd., and Mars Capital Finance originated all of
the loans in the pool.  The mortgage loans are owned by Dominions
Mortgages Ltd. (as beneficial title holder) and Mars Capital
Finance Ltd. (as legal title holder).  Mars Capital Finance is
also the transaction's servicer.

RATINGS LIST

Class      Rating

Thrones 2015-1 PLC
GBP295.01 Million Mortgage-Backed Floating-Rate Notes And Unrated
Subordinated Notes

Ratings Affirmed

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


                            *********

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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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
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The TCR Europe subscription rate is US$775 per half-year,
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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