TCREUR_Public/161208.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

           Thursday, December 8, 2016, Vol. 17, No. 243


                            Headlines


A R M E N I A

NAIRIT: Declared Bankrupt by Armenian Court


A Z E R B A I J A N

AZERENERJI JSC: Fitch Affirms 'BB+' LT Issuer Default Rating


C Y P R U S

FEDERAL BANK: Customers of Cyprus Branch Can File Claims


F R A N C E

DEXIA CREDIT: Moody's Raises Rating on Subordinated Debt to B3
ELSAN SAS: S&P Assigns 'B' Long-Term Corporate Credit Rating


I R E L A N D

ALLIED IRISH: Fitch Affirms 'BB+' Long Term Issuer Default Rating
AVOCA CAPITAL X: Moody's Assigns (P)B2 Rating to Cl. F-R Notes
AVOCA CAPITAL X: Fitch Assigns 'B-(EXP)' Rating to Cl. F-R Notes
LANDMARK MORTGAGE 2: S&P Raises Rating on Class C Notes to BB


M O N T E N E G R O

KOMBINAT ALUMINIJUMA: Derispaka to Sue Montenegro Over Collapse


N E T H E R L A N D S

CARLSON TRAVEL: S&P Lowers CCR to 'B' then Withdraws Rating
CREDIT EUROPE: Fitch Affirms BB- Long Term Issuer Default Ratings
DRYDEN 48 EURO 2016: S&P Assigns Prelim. B- Rating to Cl. F Notes


R U S S I A

RUSSIAN MOSCOW: Fitch Assigns 'BB+' LT Local Currency Rating


S P A I N

ABENGOA SA: Abeinsa Urges Judge to Approve Bankruptcy Exit Plan


T U R K E Y

BURSA: Fitch Affirms 'BB+' LT FC Issuer Default Ratings


U N I T E D   K I N G D O M

ASK GROUP: In Liquidation, Jobs Go in Bury St. Edmunds
MOIRAI CAPITAL: Faces Potential Liquidation in High Court Case
OLD MUTUAL: Fitch Affirms 'BB+' Subordinated Debt Rating
STIRLING MORTIMER: Asks Shareholders to Back Liquidation
TATA STEEL UK: Pledges to Invest GBP1 Billion in UK Business

TOWD POINT 2016-VANTAGE1: DBRS Rates Class F Notes 'B'
TOWD POINT 2016-VANTAGE1: S&P Put Prelim. B Rating to Cl. F Notes
TOWD POINT 2016-GRANITE 3: Moody's Rates Class F Notes (P)B2
WATERFIELD'S BAKERS: To Shut Down Atherton Store on Market Street


                            *********



=============
A R M E N I A
=============


NAIRIT: Declared Bankrupt by Armenian Court
-------------------------------------------
Liz Fuller at RadioFreeEurope Radio Liberty reports that an
Armenian court declared the state-owned Nairit synthetic rubber
plant bankrupt in response to a request by the national power
utility Electricity Networks of Armenia, which is owed some
AMD1.24 billion (US$2.6 million) in unpaid electricity bills by
Nairit's management.

The ruling on the shuttered Yerevan plant, a former economic
flagship seen by some as having the potential to return to
profitability and retain local jobs, was unexpected for several
reasons, RFE/RL notes.

Eighteen months ago, then-Energy Minister Yervand Zakharian had
told the Armenian parliament that even though a World Bank audit
indicated that reviving the plant was not economically viable,
the financial expenditure that bankruptcy would entail would be
far higher, RFE/RL relates.  According to RFE/RL, he said it was
"absolutely not true" that the government "is taking the company
to dissolution."

Just a few months ago, Nairit's management concluded new
employment contracts with some 250 employees, even though the
plant has stood idle since April 2010, while the Armenian
government had announced a tender, which expires only in January
2017, for potential investors to present their proposals for
reviving production, RFE/RL relays.  As recently as October 2016,
an Armenian-born businessman from Slovakia, Ashot Grigorian, said
that he and other Slovak entrepreneurs were willing to invest
$100 million in reviving the plant if the Armenian government
transferred ownership to them for free, RFE/RL recounts.

But Karen Karapetian, who succeeded Hovik Abrahamian as Armenian
prime minister in mid-September, expressed doubts at the long-
term viability of proposals made by potential investors who, he
said, had not factored in the possibility of a substantial rise
in energy prices, according to RFE/RL.


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


AZERENERJI JSC: Fitch Affirms 'BB+' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Azerbaijan-based utilities company JSC
Azerenerji's Long-term Issuer Default Rating (IDR) at 'BB+' and
Short-term IDR at 'B'. The Outlook is Negative.

The affirmation of Azerenerji's ratings reflect continued strong
links with the Republic of Azerbaijan (BB+/Negative), reflecting
the company's strong legal, strategic and operational ties with
the state. At end-2015, about 91% of the company's outstanding
debt excluding accrued interest was guaranteed by the state and
another 8.5% was provided by the Ministry of Finance. The
Negative Outlook mirrors that of the sovereign.

KEY RATING DRIVERS

State Guarantees Drives Alignment

Azerenerji's ratings continue to be aligned with those of its
sole shareholder, the Republic of Azerbaijan, reflecting the
strong legal, operational and strategic ties between the company
and the state. The rating alignment reflects state guarantees for
the majority of Azerenerji's outstanding debt at end-2015, the
company's strategic importance to the Azerbaijani economy and
strong operational links, including tariff and capex approval by
the government, as well as a track record of direct tangible
state support. "Given Azerenerji's unsustainable standalone
profile, we expect it to receive state guarantees for any new,
currently unplanned, debt," Fitch said. State guarantees for
Azerenerji's debt are included in the government's debt and the
government has sufficient resource to meet its obligations to
Azerenerji and its creditors.

Explicit State Support

"Fitch assumes that the share of state-guaranteed debt will
remain fairly stable over 2016-2018 and we do not expect any
significant changes to the legal links with the state in the
foreseeable future, as there are no plans at present to privatise
Azerenerji." Fitch said. The state has also continued to provide
equity injections, totalling around AZN970m over 2009-2015, to
partially fund its investment programme (around 47% of total
capex over this period). "We expect that investment projects will
continue to be funded from the state budget or will be
postponed," Fitch said.

Additionally, following the decree signed at end-2015, the state
will provide equity injections of USD172m and EUR204m to
Azerenerji to assist the company in repaying its foreign currency
loans over 2016-2025. The state will also assist Azerenerji's
main customer, state-owned Azerisiq JSC, to pay overdue trade
payables to Azerenerji so that the latter may reduce overdue
trade payables to State Oil Company of the Azerbaijan Republic
(SOCAR, BB+/Negative), another state-owned entity. The government
also agreed to provide a AZN360m low interest, long-term loan to
Azerenerji so that it can pay its tax due.

Devaluation-Driven Debt Increase

Azerenerji remains exposed to foreign currency fluctuations, as
over 70% of its total debt at end-2015 was denominated in foreign
currencies, mainly in euros, US dollars and Japanese yen, in
contrast to almost all local currency denominated revenue. At
end-2015, Azerenerji's debt increased to AZN2.4bn from AZN1.5bn,
mainly on the back of local currency weakening. Following the
manat devaluation in 2015, the state approved the provision of an
equity injection to Azerenerji to partially cover its scheduled
foreign debt repayments, as the majority of debt is guaranteed by
the state.

Unsustainable Standalone Profile

Azerenerji's standalone profile has weakened, due to its
worsening financial performance and weak liquidity. Deteriorating
financial performance was mainly driven by the manat devaluation,
which resulted in a debt increase, and by the continued
imbalanced tariff-setting mechanism, where substantial gas tariff
increases have not been matched by an electricity tariff change;
the latter continued to pressure on the EBITDA margin. From
December 2013, gas prices were increase by 48%, with 0% increase
of electricity tariffs. At end-Nov16 gas prices were increased
further by 50% and electricity prices were increased by about 5%
in July 2016 and additionally by 33% at end-Nov16. Azerenerji
expects electricity and gas tariffs to remain flat in the near
term. In 2015, FFO has also been affected by the high tax payment
of AZN151m (versus AZN2m over 2012-2014, on average), which was
partially funded by a AZN360m low interest loan received from the
state. "We do not expect the worsening standalone profile to
affect the ratings unless the company faces an unremedied
liquidity squeeze," Fitch said.

Covenants Breach

Azerenerji is subject to certain financial and non-financial
covenants that are tested on an annual basis. Loans of AZN360m,
for which waivers were not received at the date of the 2015 IFRS
FS, were reclassified into short-term debt. According to the
company, Azerenerji has managed to obtain waivers for all of the
covenant breaches. All of the covenanted debt is guaranteed by
the state. Fitch expects that the forecast weak financials will
lead to a continued breach of covenants. "We anticipate the
company to eventually obtain waivers for covenants breaches, as
it has in the past," Fitch said.

DERIVATION SUMMARY

Azerenerji is the dominant player in the domestic energy market,
holding a near-monopoly position in generation and transmission
in the Republic of Azerbaijan. Unlike its CIS-rated peers, almost
all of its debt is guaranteed or provided by the state, which
drives rating alignment with the sovereign.

KEY ASSUMPTIONS

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

   -- Electricity volumes growth in line with Fitch's GDP
      forecasts of -2.3% to 1.8% over 2016-2019

   -- Actual electricity and gas tariff growth in 2016 and flat
      going forward

   -- Inflation-driven cost increase, which Fitch expects at
      about 3%-11.5% over 2016-2019

   -- No dividend payments

   -- Capex of about AZN320m on average over 2016-2019, largely
      funded though new equity

   -- Refinancing and debt repayment supported by the government

   -- USD/AZN exchange rate of 1.55-1.7 over 2016-2018

RATING SENSITIVITIES

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

   -- A positive sovereign rating action, provided that the links
      between Azerenerji and the state remain strong

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

   -- A sovereign downgrade

   -- Evidence of weakening state support, for example, in an
      unremedied liquidity squeeze

RATING SENSITIVITIES FOR THE SOVEREIGN (from Rating Action
Commentary dated 26 August 2016)

The following factors, individually or collectively, could
trigger a downgrade:

   -- A failure to adjust expenditure or revenue to the lower oil
      price environment, resulting in an erosion of the external
      asset position

   -- A further sustained and prolonged fall in hydrocarbon
      prices

   -- Policy initiatives or responses that further undermine
      macroeconomic stability.

As the Outlook is Negative, Fitch does not anticipate
developments with a high likelihood of triggering an upgrade.
However, the following factors, individually or collectively,
could lead to a revision of the Outlook to Stable:

   -- An improvement in the budgetary position, beyond the
      measures currently envisaged, sufficient to increase the
      longer-term sustainability of Azerbaijan's sovereign
      balance sheet strengths

   -- A sustained rise in hydrocarbon prices that restores fiscal
      and external buffers

   -- Improvements in governance and the business environment,
      and progress towards diversifying the economy away from
      hydrocarbons

LIQUIDITY

Liquidity Contingent on State Support

Fitch views Azerenerji's liquidity as weak and conditional on
continued tangible support from the government. At end-1H16, cash
of about AZN11m was insufficient to cover short-term debt of
around AZN432m. Liquidity risk is somewhat mitigated by the state
guarantees on the company's outstanding debt. The state will
provide equity injections of USD172m and EUR204m to Azerenerji
over 2016-2025 to assist the company in repaying its foreign
currency loans.

"We expect Azerenerji's ambitious investment programme, which
will result in negative free cash flow, to be largely funded by
new equity. This should partially free up operating cash flow for
the repayment of existing debt maturities. Nevertheless,
continued debt service is dependent on ongoing state support,"
Fitch said.


===========
C Y P R U S
===========


FEDERAL BANK: Customers of Cyprus Branch Can File Claims
--------------------------------------------------------
Legal Floris LLC at Kitiou Kyprianou Street 3, 3036 Limassol --
Cyprus has announced that they are offering assistance for
consumers who were involved with the Federal Bank of the Middle
East.

FBME was founded in Lebanon in 1952 and was renowned for offering
top-notch customer service, cards, and internet banking to
offshore companies and high net worth customers.  Yet, the bank
was placed under resolution by the central banks in 2014 and lost
its operating license in Cyprus in 2015.

The circumstances leading up to the loss of FBME's license
weren't sudden, according to Legal Floris LLC.  The bank had
years of struggling before the final blow.

In 2002, FBME nearly lost its license for reasons including
compliance and tightening regulations.  Customers took advantage
of loan-back techniques and the ability to use their anonymous
ATM cards around the world.  Customers also didn't have to visit
the bank to open a new account and customer due diligence was not
always executed thoroughly.  Offshore capital, investments and
private placement programs kept cash coming in.

In 2014, the Financial Crimes Enforcement Network (FinCEN)
finalized an investigation and found that FBME was guilty of
providing a platform to facilitate substantial money laundering.
The Central Banks in Cyprus and Tanzania appointed administrators
to limit and control the bank's activities.

Now, FBME is awaiting the final verdict, which is anticipated to
be geared towards liquidation.  Customers of the bank branch in
Cyprus can, for a limited time, file a claim with the Deposit
Guarantee Scheme, but they must be verified first.  Many
individuals and businesses are impacted by the closure, and FBME
is caught in litigation with the U.S., and the Arbitrage Tribunal
of the ICC.  Still, Cyprus is the only court that can order the
liquidation of FBME, and that ruling will be final.

The downfall has turned into a fallout affecting countless
individuals and entities.  While FBME is considered a small-scale
international bank, it still has customers around the world.
Legal Floris LLC is offering its recovery services for people
affected by the closure of the bank.

For FBME customers who want their funds returned, Legal Floris
LLC is offering assistance.  "We currently represent over 1,000
customers of FBME Bank, both with accounts in Cyprus as well as
in Tanzania," said Floris Alexander, the representative of Legal
Floris LLC.  Legal Floris LLC is proud to help legitimate,
vetted, verifiable customers get their funds back.

"Customers who want their money back are encouraged to act
quickly due to the upcoming closure of the Deposit Guarantee
Scheme.  The closure of the DGS will have a negative impact on
the payment to account holders with a balance that exceeds
100,000 Euro and those with accounts in Tanzania," said Mr.
Alexander.  It is therefore recommended to act fast to avoid
losing assets.


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


DEXIA CREDIT: Moody's Raises Rating on Subordinated Debt to B3
--------------------------------------------------------------
Moody's Investors Service upgraded Dexia Credit Local's (DCL;
Baa3 stable, b2) subordinated debt rating to B3 from Caa3.  All
other ratings remain unaffected.

                         RATINGS RATIONALE

The action is underpinned by Moody's view that risks incurred by
DCL's subordinated creditors are receding as the bank makes
progress towards its orderly resolution.

The ratings of DCL's subordinated and hybrid debt have been
changed several times since the former Dexia group entered its
run-off phase in October 2011.  In November 2012 Dexia
repurchased Tier 2 instruments through a tender offer which
resulted in a loss for investors.  Some restrictions had also
been imposed on the early repayment and coupon payment on some
Tier 1 hybrid and Tier 2 instruments by the European Commission
in December 2012.  In this context, in June 2015 Moody's
confirmed the rating of DCL's outstanding subordinated debt at
Caa3, four notches below the bank's Baseline Credit Assessment
(BCA) of b2, thereby deviating from typical notching for
subordinated debt (one notch below BCA) given the elevated risk
of high severity losses for these instruments.

Since then, DCL has made significant progress in its wind-down
process, deleveraging and de-risking its balance sheet while
maintaining an appropriate level of capitalization, and
strengthening its funding profile.  As a result, Moody's now
considers that risks incurred by subordinated creditors have
materially receded, supporting a rating upgrade to B3, one notch
below the bank's BCA of b2.  This is in line with the rating
agency's standard notching practice for institutions not subject
to an operational resolution regime, which Moody's believes is
the case for DCL given that the bank is already subject to an
orderly wind-down.

               WHAT COULD CHANGE THE RATING UP/DOWN

DCL's subordinated debt rating could be upgraded following an
upgrade of its BCA, which may occur should the bank perform
better than expected in the implementation of its orderly
resolution plan (i.e. reduce its balance sheet size faster than
expected while preserving its capitalization and its liquidity
profile).

Conversely, a significant deviation from the trend set out in the
resolution plan could trigger a downgrade of DCL's BCA, which, in
turn, could lead to a downgrade in the bank's subordinated debt
rating.

LIST OF AFFECTED RATINGS

Issuer: Dexia Credit Local

Upgrades:
  Subordinate Medium-Term Note Program, upgraded to (P)B3 from
   (P)Caa3
  Subordinate Regular Bond/Debenture, upgraded to B3 from Caa3


ELSAN SAS: S&P Assigns 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------
S&P Global Ratings said that it had assigned its 'B' long-term
corporate credit rating to No. 2 ranked French private hospital
operator ELSAN SAS and placed the rating on CreditWatch with
positive implications.

S&P also placed its 'B' long-term corporate credit rating and
issue rating on No. 3 ranked French private hospital operator
Holding Medi-Partenaires SAS (HMP) on CreditWatch positive.

S&P assigned its 'B' issue ratings and '3' recovery ratings to
ELSAN's existing EUR575 million senior secured term loan B and to
the proposed EUR730 million incremental term loan B.  S&P's
recovery expectations for both instruments in the case of a
payment default are in the higher half of the 50%-70% range.

S&P placed the ratings on CreditWatch after the companies
announced they planned to merge.  S&P understands that, in this
transaction, ELSAN contemplates repaying all the outstanding debt
and acquiring all the shares of HMP.  This will be funded
partially with incremental debt and cash, combined with an equity
injection of 35%.

ELSAN has become the second-largest private hospital operator in
France since it integrated Vitalia in late 2015.  On Nov. 14,
2016, ELSAN announced it planned a merger with the No. 3 player,
HMP.  The merger is expected to close at the end of first-quarter
2017, after a consultation with employee representatives' bodies
and the antitrust authority's agreement.

By combining both entities, ELSAN would reach a revenue base of
EUR2 billion, on par with Ramsay Generale de Sante.  However, S&P
understands ELSAN will become the largest private hospital
operator in France in terms of geographic coverage and number of
facilities, with a market share of approximately 20%.

S&P views positively the increased scale of the combined entity,
as it is crucial for health care service providers to improve
institutional visibility vis-a-vis all stakeholders in the
sector. In addition, the combination makes sense, given the
entities strongly complement each other geographically.  S&P
expects the combined entity to provide full coverage of French
territory, while Ramsay tends to focus more on large cities.

S&P notes, however, that ELSAN will remain solely focused on
France and, as such, continues to rely on the French government
as the main payer.  S&P also expects ELSAN will be able to reap
material synergies, mainly from procurement, allowing the
absorption of the integration and HMP's restructuring costs.  S&P
views as positive the successful execution of costs savings that
ELSAN and HMP showed during the Vitalia and Medipole Sud
integrations.  This track record should support stable to
improving profitability at ELSAN, with an EBITDAR margin pro
forma the merger of close to 20% in 2017, despite pressure on
tariffs.

In terms of volumes, the operating environment offers good
visibility of demand, thanks to an aging population and an
increasing number of medical interventions per patient.  About
80% of ELSAN's revenues come directly from the national social
security system, thereby limiting exposure to bad debts.  ELSAN
is also progressively diversifying its revenue sources outside
medicine, surgery, and obstetrics (MSO) activities.  S&P also
expects non-MSO activities to benefit from stronger volume
growth.

S&P expects France to keep up with incremental economic reforms
in the medium term, including a focus on health care costs,
although the presidential election introduces short-term
uncertainty.  In this context, S&P projects pressure on ELSAN's
tariffs will continue over the next two years, although with a
reduced magnitude.  The government lowered tariffs by 1.65% in
2016, following cuts of 2.15% in 2015 and 0.24% in 2014
(excluding the prudential ratio).

ELSAN has a good track record of retaining and recruiting new
doctors, as it recognizes that this recruitment drives half of
its organic volume growth.  Most practitioners are exclusive to
ELSAN, which we assess as an important competitive advantage.
HMP brings its focus on specialties and complex procedures, with
commensurately higher tariffs that have enabled it to maintain
solid profitability in an adverse regulatory environment.

ELSAN operates mostly under a leasehold model, which S&P views
negatively because health care services providers are price-
takers and rents represent additional fixed costs, which are
already high.  In S&P's view, this could put further pressure on
profitability on top of the low value growth prospects for the
industry.

S&P expects the group to continue acquiring clinics to further
consolidate the private hospitals market, as well as developing
alternative potential growth initiatives abroad.  These could
take the form of greenfield projects with bid processes, to be
financed jointly with public and private partners, where ELSAN
would provide hospital management services.

S&P considers ELSAN's financial risk profile to be highly
leveraged, reflecting its financial sponsor ownership by CVC and
our estimate that the company's S&P Global Ratings-adjusted debt
to EBITDA will remain above 5.0x over the next three years (at
around 6.3x in 2016 and 6.1x in 2017, both pro forma the merger).
After the merger with HMP in 2017, S&P's debt calculation
includes about EUR1.4 billion of financial debt, adjusted by
EUR47 million pension liabilities and EUR975 million of operating
leases.  The acquisition of HMP' shares and the repayment of its
gross debt will be partly financed with the issuance of EUR730
million incremental debt.  S&P notes that about 65% of ELSAN's
equity is composed of shareholder loans and preferred shares that
S&P also considers as equity-like instruments as per S&P's
criteria.

S&P forecasts adjusted fixed-charge coverage of about 1.8x, as a
result of the significant annual rental payments.  As such, S&P
anticipates that ELSAN will be able to comfortably service its
financial debt obligations.  However, given the high proportion
of fixed costs, including rent payments, S&P considers that any
structural operational issues could hinder ELSAN's ability to
cover its fixed costs.

S&P aims to resolve the CreditWatch upon successful completion of
the merger between ELSAN and HMP, which is expected to be in the
first half of 2017.  S&P will rate the new combined entity after
the completion of the transaction.  S&P expects to raise its
rating on ELSAN by one notch to 'B+'.  When the merger is
complete, S&P will withdraw its corporate credit and issue
ratings on HMP and its debt instruments if refinanced.


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


ALLIED IRISH: Fitch Affirms 'BB+' Long Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Bank of Ireland's (BOI) Long-Term
Issuer Default Rating (IDR) and Viability Rating (VR) at 'BBB-'
and 'bbb-' and Allied Irish Banks plc's (AIB) Long-Term IDR and
VR at 'BB+' and 'bb+'. The Outlooks for the Long-Term IDRs are
Positive.

KEY RATING DRIVERS

IDRS, VRs AND SENIOR DEBT

The IDRs of BOI and AIB reflect their standalone strength as
expressed in their VRs. "Our assessment of the VRs takes into
consideration the banks' strong domestic franchises, strengthened
capitalisation, normalised funding profiles, sound liquidity,
diversified revenue streams, and improving, albeit still weak,
asset quality," Fitch said.

The Positive Outlooks continue to reflect the potential for
upgrading BOI's and AIB's VRs and IDRs, should the banks continue
to further improve their asset quality and strengthen their
capitalisation, while continuing to generate satisfactory profits
and maintaining their sound funding and liquidity.

The UK's decision to leave the EU could be negative for the Irish
economy and slow improvements in the banks' asset quality and
capitalisation. However, the extent of any weakening of the Irish
operating environment, triggered by a slowdown of GDP growth in
the UK, sterling depreciation, and potential future trade
barriers, will only become clear over time as the EU-UK
negotiations develop.

"We consider asset quality to be of high importance in assessing
the banks' VRs and IDRs," Fitch said. Despite strong improvements
in recent years, asset quality remains weak and a key constraint
on both banks' VRs with rating upgrades subject to continued
improvements in the quality of their loan books.

"Our assessment of asset quality also factors in a high
proportion of forborne loans at both banks, still large exposures
to low-yielding loans (including tracker mortgages) and defaulted
but not impaired loans, all of which add up to a high proportion
of the banks' balance sheets," Fitch said.

The impaired loans ratio at both banks has been declining at a
fast pace through restructuring and non-recourse sales as they
take advantage of improving economic conditions and strong
investor appetite. "We expect asset quality improvements to
continue as a result of a supportive Irish economy, continued
demand for properties in Ireland and the proactive stance being
taken by management to continue to reduce these legacy assets,"
Fitch said.

Asset sales have been a key component of deleveraging and are
sensitive to investor sentiment. Although BOI and AIB remain
among the EU's most active in reducing stocks of problems loans,
working through the remaining impaired loans, which are arguably
less easy to sell, will take time.

BOI's asset quality is better than AIB's due to a lower stock of
impaired loans and a large exposure to better-performing
residential mortgages in the UK.

Both banks have direct exposure to the UK operating environment
mainly through their subsidiaries. A downturn in UK real estate
prices, which could be a result of the UK's vote to leave the EU,
is a risk for BOI as its UK lending, largely retail mortgages and
commercial real estate loans, account for 40% of its overall loan
portfolio. AIB is less exposed to a downturn in the UK's
operating environment because the UK represents a lower 10% of
its lending.

The capitalisation of both banks has significantly improved over
the past three years, driven by deleveraging of legacy assets, a
simplification of their respective capital structures and solid
internal capital generation. At end-1H16, BOI and AIB reported
transitional common equity tier 1 (CET1) ratios of 12.8% and
16.5%, respectively, comfortably above their respective
Supervisory Review and Evaluation (SREP) requirements.

The proportion of unreserved impaired loans to Fitch Core Capital
has been falling rapidly and was around the 60% mark at both
banks at end-1H16. However, it continues to show the banks'
vulnerability to falling asset prices and to deterioration in
their stocks of unreserved problem assets. AIB's ratio was
boosted significantly by the partial conversion of the bank's
government-held preference shares in December 2015, which
resulted in a net increase in common equity of EUR1.8bn.

"Our assessment of capital also takes into account weaker fully-
loaded regulatory capital ratios of 10.7% and 13.3% at BOI and
AIB, respectively at end-1H16," Fitch said. This is primarily
driven by the deduction of deferred tax assets (DTA), which
represented 15% and 27% of phased-in CET1 at BOI and AIB,
respectively at end-1H16.

Both banks' capital positions have been strengthened over the
past 12 months through the repayment or conversion to equity of
all outstanding government-held preference shares and Tier 2
contingent capital convertible notes issued to the Irish
government in July 2011. BOI and AIB have demonstrated their
ability to access the capital markets over the past two years by
issuing CRD IV-compliant additional Tier 1 and Tier 2 debt. AIB's
regulatory capital ratios are stronger than BOI given the bank's
weaker asset quality.

The performance of both banks continues to be affected by
persistent low interest rates, which result in a big drag from
the large stocks of low-yielding tracker mortgages. "We expect
profitability to be challenged by margin pressure from low
interest rates, increasing competition, muted net loan growth and
increased investment in technology and digitalization," Fitch
said. Some of these pressures should be offset by improving loan
mixes, low funding costs, supported by the redemption of
expensive legacy funding in 3Q16, loan impairment charges
remaining low and increasing efficiency.

Funding profiles at both banks have returned to normalised levels
with the majority of funding sourced from stable customer
deposits, little usage of central bank funding and established
access to wholesale markets. As a result, the loan-to-customer
deposit ratio across both banks is much improved. "We do not
expect funding strategies to alter materially once the banks'
receive minimum requirements for own funds and eligible
liabilities (MREL) requirements, given their improving solvency
and proven access to long-term wholesale funding markets," Fitch
said.

SUBSIDIARY AND AFFILIATED COMPANIES

BOI UK's IDRs reflect the bank's standalone credit profile, as
expressed in the subsidiary's VR. Our assessment factors in the
slightly weaker asset quality metrics of BOI UK versus its UK
peers, its stable funding profile and its sound profitability. It
incorporates the bank's modest franchise and fairly undiversified
business model, which concentrates on the UK mortgage and savings
market. It also factors in the high level of integration with the
parent's systems, processes and management. Prospects for BOI
UK's standalone credit profile are stable, as reflected in the
subsidiary's Rating Outlook.

"In our view, BOI UK benefits from a moderate likelihood of
support, if required, from its parent bank as reflected in the
'3' Support Rating. Although we view BOI's propensity to support
its UK subsidiary as extremely high, driven by the large
reputational risk it would face in case of a default by BOI UK,
the ability to do so is constrained by the large size of BOI UK
relative to the parent's own equity," Fitch said.

EBS Limited and AIB Group (UK) Plc are wholly-owned by AIB, and
Bank of Ireland Mortgage Bank is wholly-owned by BOI. These
subsidiaries are, to varying degrees, reliant on their respective
parents for funding and capital support. Their IDRs are therefore
based on support and are equalised with their respective
parents'. "Fitch has not assigned VRs to these subsidiaries as we
believe that these subsidiaries are closely integrated with their
respective parents and they cannot be analysed meaningfully on a
stand-alone basis," Fitch said.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF) (BOI and AIB)

BOI's and AIB's SRs of '5' and SRFs of 'No Floor' reflect Fitch's
view that senior creditors cannot rely on extraordinary support
from the Irish authorities in the event that either bank becomes
non-viable. In our opinion, the EU's Bank Recovery and Resolution
Directive (BRRD) and the Single Resolution Mechanism (SRM)
provide a framework that is likely to require senior creditors to
participate in losses for resolving either bank.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The subordinated debt and other hybrid capital issued by BOI and
AIB are notched off their issuers' respective VRs and reflect
Fitch's assessment of their incremental non-performance risk
relative to the VR (up to three notches) and assumptions around
loss severity (up to two notches).

BOI's and AIB's subordinated Tier 2 debt are notched down once
from their respective issuers' VRs, reflecting higher loss
severity relative to senior obligations given their subordinated
status.

BOI UK Holding's deferrable subordinated notes guaranteed by BOI
are notched off three times from BOI's VR, twice for non-
performance given the notes cumulative and deferrable coupon
payments at the issuer's discretion and once for loss severity
given the absence of writedown or equity conversion features.

AIB's AT1 debt is notched down twice for loss severity and twice
for non-performance, reflecting their deep subordination and
fully discretionary coupon omission. Their rating is the maximum
rating under Fitch's criteria for banks with a VR anchor of
'bb+'.

The 'C' rating on AIB's legacy subordinated notes reflect these
instruments' non-performance since the bank is not paying the
discretionary coupons and also the notes' sustained economic
losses, resulting in weak recoveries.

RATING SENSITIVITIES

IDRS, VRs AND SENIOR DEBT RATINGS

The Positive Outlooks on BOI's and AIB's IDRs reflect our
expectation than the ratings may be upgraded, should the banks
continue to further improve their asset quality and strengthen
capitalisation. "Although under some pressure, we expect
profitability to continue feeding through to strengthened
capitalisation for both banks, reducing their vulnerability to
unexpected adverse changes to the Irish economy," Fitch said.

The ratings could come under pressure if any of our expectations
are not met. This could happen for instance if the economic
effect of the UK's decision to leave the EU is particularly
severe for either Ireland or the UK as it could slow improvements
in asset quality and capitalisation. Negative pressure on the
VRs, and hence the IDRs, would also arise if the banks increase
their risk appetite, for example, by materially increasing their
exposure to commercial real estate.

SUPPORT RATING AND SUPPORT RATING FLOOR (BOI and AIB)

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

SUBSIDIARY AND AFFILIATED COMPANIES

The ratings of EBS Limited, AIB Group (UK) Plc and of Bank of
Ireland Mortgage Bank are sensitive to the same factors that
might drive a change in their parents' ratings.

BOI UK's VRs and IDRs are primarily sensitive to a structural
deterioration in profitability, through tighter margins and
higher loan impairment charges, and weaker asset quality. This
could be caused by a material weakening of the operating
environment in the UK if the economic effect of the UK's decision
to leave the EU is particularly severe.

BOI UK's IDRs would only be upgraded if there is an upgrade in
either the subsidiary's VR, for example due to a more diversified
business model and less reliance on key strategic partnerships
for both deposits and loan products, or if there is at least a
two-notch upgrade of BOI's rating. The reason for the latter is
that we view BOI UK as benefiting from only a moderate likelihood
of support if required, as reflected in its SR of '3'. "We
therefore expect that if BOI's IDR is upgraded to 'BBB', BOI UK's
IDR would remain at 'BBB-', in line with the VR," Fitch said.

The SR of BOI UK, as for all other rated subsidiaries, would be
sensitive to changes in the strategic importance of the
subsidiaries to their respective parents as well as the
respective parents' ability to support such subsidiaries (as
reflected by higher or lower ratings).

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings of all subordinated instruments are primarily
sensitive to a change in the VRs of these banks, or to changes in
their notching in accordance with our criteria and assumptions on
non-performance risk.

The rating actions are as follows:

   Bank of Ireland

   -- Long-Term IDR affirmed at 'BBB-'; Outlook Positive

   -- Short-Term IDR affirmed at 'F3'

   -- Viability Rating affirmed at 'bbb-'

   -- Support Rating affirmed at '5'

   -- Support Rating Floor affirmed at 'No Floor'

   -- Senior unsecured notes affirmed at 'BBB-'

   -- Short-term debt affirmed at 'F3'

   -- Commercial paper affirmed at 'F3'

   -- EUR600m subordinated notes issued by Bank of Ireland
      Holdings and guaranteed by BOI (XS0125611482) affirmed at
      'BB-'

   -- GBP197.3m subordinated notes (XS048771656) affirmed at
      'BB+'

   Bank of Ireland Mortgage Bank

   -- Long-Term IDR affirmed at 'BBB-'; Outlook Positive

   -- Short-Term IDR affirmed at 'F3'

   -- Support Rating affirmed at '2'

   Bank of Ireland (UK) Plc

   -- Long-Term IDR affirmed at 'BBB-'; Outlook Stable

   -- Short-Term IDR affirmed at 'F3'

   -- Viability Rating affirmed at 'bbb-'

   -- Support Rating affirmed at '3'

   AIB

   -- Long-Term IDR affirmed at 'BB+'; Outlook Positive

   -- Short-Term IDR affirmed at 'B'

   -- Viability Rating affirmed at 'bb+'

   -- Support Rating affirmed at '5'

   -- Support Rating Floor affirmed at 'No Floor'

   -- Senior unsecured notes affirmed at 'BB+'

   -- Short-term debt, including commercial paper affirmed at 'B'

   -- EUR750m subordinated Lower Tier 2 notes (XS1325125158)
      affirmed at 'BB'

   -- EUR500m subordinated AT1 7% trigger notes (XS1328798779)
      affirmed at 'B'

   -- Subordinated legacy non-performing debt (XS0232498393;
      XS0435957682 and XS0124107053) affirmed at 'C'

   AIB Group (UK) PLC

   -- Long-Term IDR affirmed at 'BB+'; Outlook Positive

   -- Short-Term IDR affirmed at 'B'

   -- Support Rating affirmed at '3'

   EBS d.a.c.

   -- Long-Term IDR affirmed at 'BB+'; Outlook Positive

   -- Short-Term IDR affirmed at 'B'

   -- Support Rating affirmed at '3'

   -- Senior long-term debt affirmed at 'BB+'

   -- Short-term debt affirmed at 'B'


AVOCA CAPITAL X: Moody's Assigns (P)B2 Rating to Cl. F-R Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by Avoca Capital CLO X Designated
Activity Company:

  EUR185,000,000 Class A-R Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aaa (sf)

  EUR36,000,000 Class B-R Senior Secured Floating Rate Notes due
   2030, Assigned (P)Aa2 (sf)

  EUR14,500,000 Class C-R Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)A2 (sf)

  EUR14,500,000 Class D-R Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)Baa2 (sf)

  EUR18,500,000 Class E-R Senior Secured Deferrable Floating Rate
   Notes due 2030, Assigned (P)Ba2 (sf)

  EUR8,000,000 Class F-R 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 Notes addresses the expected
loss posed to noteholders.  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.

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
2026, previously issued on Nov. 26, 2013.  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 one
class of subordinated notes, which will remain outstanding.

Avoca Capital CLO X Designated Activity Company is a managed cash
flow CLO.  The issued notes are collateralized primarily by
broadly syndicated first lien senior secured corporate loans.  At
least 90% of the portfolio must consist of senior secured loans
and eligible investments, and up to 10% of the portfolio may
consist of second lien loans, unsecured loans, mezzanine
obligations and high yield bonds.  Due to repayments of
collateral assets the underlying portfolio is invested in
collateral debt obligations by approximately 85% of the target
par amount as of the refinancing closing date.

KKR Credit Advisors (Ireland) Unlimited Company (the "Manager")
manages the CLO.  It directs the selection, acquisition, and
disposition of collateral on behalf of the Issuer.  After the
reinvestment period, which ends in January 2021, the Manager may
reinvest unscheduled principal payments and proceeds from sales
of credit risk obligations, 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 the following base-case assumptions:

  Performing par and principal proceeds balance: EUR300,000,000
  Defaulted par: $0
  Diversity Score: 37
  Weighted Average Rating Factor (WARF): 2750
  Weighted Average Spread (WAS): 4.00%
  Weighted Average Recovery Rate (WARR): 44%
  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).  Also, the
eligibility criteria do not currently allow for the acquisition
of assets where the obligor is domiciled in a country with a
local currency government bond rating below A3.  Given this
portfolio composition, there were no adjustments to the target
par amount, as further described in the methodology.

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 2750
   to 3163)
  Rating Impact in Rating Notches:
  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: -1
  Class D-R Senior Secured Deferrable Floating Rate Notes: -1
  Class E-R Senior Secured Deferrable Floating Rate Notes: 0
  Class F-R Senior Secured Deferrable Floating Rate Notes: 0
  Percentage Change in WARF -- increase of 30% (from 2750
   to 3575)
  Rating Impact in Rating Notches:
  Class A-R Senior Secured Floating Rate Notes: -1
  Class B-R Senior Secured Floating Rate Notes: -3
  Class C-R Senior Secured Deferrable Floating Rate Notes: -3
  Class D-R Senior Secured Deferrable Floating Rate Notes: -2
  Class E-R Senior Secured Deferrable Floating Rate Notes: -1
  Class F-R Senior Secured Deferrable Floating Rate Notes: 0


AVOCA CAPITAL X: Fitch Assigns 'B-(EXP)' Rating to Cl. F-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Avoca Capital CLO X DAC refinanced
notes expected ratings, as follows:

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

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

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

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

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

   -- Class F-R: '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.

Avoca Capital CLO X DAC is a cash flow collateralised loan
obligation (CLO). The transaction closed in 2013 but was not
rated by Fitch at the time. The notes are going to be fully
redeemed on December 20, 2016, and on the same date new notes are
going to be issued (refinancing). The proceeds of this issuance
will be used to redeem the old notes. The refinanced CLO would
envisage a further four-year reinvestment period with a new
identified portfolio that will mainly comprise the assets
currently in the existing portfolio, as modified by sales and
purchases made by the manager until the effective date in March
2017. The portfolio is managed by KKR Credit Advisors (Ireland).

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors in the
'B+'/'B' range. The agency has public ratings or credit opinions
on all the obligors in the identified portfolio (outstanding
portfolio at the latest payment date excluding identified sales
and unidentified purchases before the effective date). The
weighted average rating factor of the identified portfolio is
31.1.

High Expected Recoveries

At least 90% of the portfolio will comprise senior secured loans
and bonds. The weighted average recovery rate of the identified
portfolio is 70.6%.

Payment Frequency Switch

The notes pay quarterly, while the portfolio assets can be reset
to semi-annual from quarterly or monthly. The transaction has an
interest-smoothing account but no liquidity facility. A liquidity
stress for the non-deferrable class A and B notes, stemming from
a large proportion of assets potentially resetting to semi-annual
in any one quarter, is addressed by switching the payment
frequency of the notes to semi-annual in such a scenario, subject
to certain conditions.

Limited Interest Rate Risk Exposure

Between 0% and 7.5% of the portfolio can be invested in fixed-
rate assets, while all the liabilities pay a floating-rate
coupon. Fitch modelled both 0% and 7.5% fixed-rate buckets and
found that the rated notes can withstand the interest rate
mismatch associated with each scenario.

At closing the issuer will purchase an interest rate cap to hedge
the transaction again rising interest rates. The notional of the
cap is EUR19m (representing 6.3% of the target par amount) and
the strike rate is 4%. The cap will expire in January 2023.

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 the confirmation to
be given if Fitch declines to comment.

RATING SENSITIVITIES

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

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.

SOURCES OF INFORMATION

The information below was used in the analysis.

   -- Loan-by-loan data provided by the arranger as at 15 October
      2016

   -- Offering circular provided by the arranger as at 1 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
was not prepared for this transaction. Offering documents for
EMEA leveraged finance CLOs typically do not include RW&Es that
are available to investors and that relate to the asset pool
underlying the CLO. Therefore, Fitch credit reports for EMEA
leveraged finance CLO offerings will not typically include
descriptions of RW&Es. For further information, see Fitch's
Special Report titled "Representations, Warranties and
Enforcement Mechanisms in Global Structured Finance
Transactions," dated May 31, 2016.


LANDMARK MORTGAGE 2: S&P Raises Rating on Class C Notes to BB
-------------------------------------------------------------
S&P Global Ratings took various credit rating actions in Landmark
Mortgage Securities No.1 PLC (LMS 1) and Landmark Mortgage
Securities No. 2 PLC (LMS 2).

Specifically, S&P has:

   -- Raised its ratings on LMS 1's class Ca and Cc notes, and
      LMS 2's class Ba, Bc, and C notes; and

   -- Affirmed its ratings on LMS 1's class Aa, Ac, B, and D
      notes, and LMS 2's class Aa, Ac, and D notes.

The rating actions follow the application of S&P's related
criteria and its credit and cash flow analysis of the
transactions.

LMS 1 is currently paying principal sequentially because of a
breach of the documented principal deficiency ledger trigger
while LMS 2 is currently amortizing pro rata.

In terms of collateral performance, decreasing arrears levels
coupled with increased seasoning benefit has resulted in a
decrease in S&P's weighted-average foreclosure frequency (WAFF)
assumptions compared with S&P's previous full review of each
transaction.  At the same time, S&P's weighted-average loss
severity (WALS) assumptions have deteriorated at the 'AAA' and
'AA' rating levels, but have improved at the rating levels of 'A'
and below.  The transactions have benefitted from the decrease in
the weighted-average current loan-to-value (LTV) ratios.
However, this has been offset by the increase in S&P's
repossession market value decline assumptions, which we have
increased at the 'AAA' and 'AA' rating levels.

For both transactions, the transaction accounts have documented
replacement triggers that were breached following S&P's June 9,
2015, downgrade of Barclays Bank PLC.  As a result, under S&P's
current counterparty criteria, the maximum achievable rating in
each transaction is 'A- (sf)', our long-term issuer credit rating
(ICR) on Barclays Bank.  Both transactions also contain liquidity
facilities and swaps, to hedge currency and basis risk, provided
by Barclays Bank.

Since the most recent full review of each transaction, available
credit enhancement for each class of notes has increased.  This
is due to each transaction having a fully funded nonamortizing
reserve fund.  LMS 1 also benefits from the sequential redemption
of the notes.

S&P's analysis indicates that the class Aa, Ac, and B notes in
LMS 1 and the class Aa and Ac notes in LMS 2 can pass S&P's cash
flow stresses at higher rating levels than those currently
assigned. However, S&P's current counterparty criteria cap at 'A-
(sf)' its ratings in both transactions.  S&P has therefore
affirmed its 'A- (sf)' ratings on these classes of notes.

S&P's analysis also indicates that the class Ca and Cc notes in
LMS 1 and the class Ba and Bc notes in LMS 2 can pass S&P's cash
flow stresses at higher rating levels than those currently
assigned.  S&P has therefore raised to 'A- (sf)' from 'BBB+ (sf)'
its ratings on the class Ca and Cc notes in LMS 1 and to 'A-
(sf)' from 'BBB (sf)' S&P's ratings on the class Ba and Bc notes
in LMS 2.  At the same time, based on the results of S&P's cash
flow analysis, it has raised to 'BB (sf)' from 'BB- (sf)' its
rating on the class C notes in LMS 2.

S&P considers the available credit enhancement for the class D
notes in both LMS 1 and LMS 2 to be commensurate with S&P's
currently assigned ratings.  Furthermore, S&P do not expect these
classes of notes to experience interest shortfalls in the next 12
to 18 months.  S&P has therefore affirmed its 'B (sf)' rating on
the class D notes in LMS 1 and its 'B- (sf)' rating on the class
D notes in LMS 2.

S&P's credit stability analysis indicates that the maximum
projected ratings 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.

RATINGS LIST

Class            Rating
          To                From

Ratings Raised

Landmark Mortgages Securities No.1 PLC
EUR105.2 Million, GBP127.1 Million Mortgage-Backed Floating-Rate
Notes

Ca        A- (sf)           BBB+ (sf)
Cc        A- (sf)           BBB+ (sf)

Landmark Mortgages Securities No. 2 PLC
EUR51.5 Million, GBP322.645 Million Mortgage-Backed Floating-Rate
Notes

Ba        A- (sf)           BBB (sf)
Bc        A- (sf)           BBB (sf)
C         BB (sf)           BB- (sf)

Ratings Affirmed

Landmark Mortgages Securities No.1 PLC
EUR105.2 Million, GBP127.1 Million Mortgage-Backed Floating-Rate
Notes

Aa        A- (sf)
Ac        A- (sf)
B         A- (sf)
D         B (sf)

Landmark Mortgages Securities No. 2 PLC
EUR51.5 Million, GBP322.645 Million Mortgage-Backed Floating-Rate
Notes

Aa        A- (sf)
Ac        A- (sf)
D         B- (sf)


===================
M O N T E N E G R O
===================


KOMBINAT ALUMINIJUMA: Derispaka to Sue Montenegro Over Collapse
---------------------------------------------------------------
bne IntelliNews reports that Russian tycoon Oleg Deripaska will
sue Montenegro for hundreds of millions of euros over the
bankruptcy of aluminium smelter Kombinat Aluminijuma Podgorica
(KAP) and bauxite mining company Rudnici Boksita, his company
CEAC Holding said in a press release on Dec. 7.

According to bne IntelliNews, Mr. Deripaska objects to
Montenegro's decision to declare the two companies insolvent,
claiming that this move was a result of sustained hostility
against him.  So far, Mr. Deripaska has filed numerous claims
against Montenegro via CEAC Holding and En+ Group, which owns
CEAC Holding, bne IntelliNews rleates.  However, this is the
first time the Russian tycoon will sue the country directly, bne
IntelliNews notes.

". . . Mr. Oleg Deripaska has, in his personal capacity, served a
Notice of Arbitration against the state of Montenegro, claiming
unlawful expropriation of his investment and related treaty
breaches by the state of Montenegro.  Mr. Deripaska will be
seeking redress in the hundreds of millions of euros,"
bne IntelliNews quotes the statement as saying.

En+ Group acquired majority stakes in KAP and Rudnici Boksita
back in 2005, bne IntelliNews recounts.  However, in 2013 the
government initiated bankruptcy proceedings due to unpaid debts,
bne IntelliNews relays.  Eventually, both KAP and Rudnici Boksita
were acquired by Montenegrin private firm Uniprom owned by local
businessman Veselin Pejovic, bne IntelliNews states.  CEAC
Holding and En+ Group have objected the sale of KAP to Uniprom as
well, bne IntelliNews discloses.

Mr. Deripaska also claims that Montenegro denied his investment
fair and equitable treatment, in violation of international law
and Montenegro's treaty obligations, bne IntelliNews notes.


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


CARLSON TRAVEL: S&P Lowers CCR to 'B' then Withdraws Rating
-----------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit ratings
on Carlson Travel Holdings Inc. and Carlson Wagonlit B.V. to 'B',
and assigned its 'B' long-term corporate credit rating to Carlson
Travel Inc. (CTI), the newly formed holding company of the
Carlson Wagonlit Travel group.  The outlook is stable.  S&P
subsequently withdrew the ratings on Carlson Travel Holdings Inc.
and Carlson Wagonlit B.V.

At the same time, S&P assigned its 'B' issue rating to CTI's
proposed senior secured notes.  The recovery rating on the notes
is '4', indicating S&P's expectation of recovery prospects in the
higher half of the 30%-50% range, in the event of a payment
default.

S&P also assigned its 'CCC+' issue rating to the proposed
$275 million senior unsecured notes.  The recovery rating
assigned to these notes is '6', indicating S&P's expectation of
recovery prospects of 0%-10% in the event of a payment default.

Moreover, S&P lowered the issue ratings on the group's existing
senior secured notes and payment-in-kind toggle notes to 'B' and
'CCC+', respectively.  The group will utilize an escrow mechanism
whereby funds raised from the issuance of the proposed bonds will
be released upon completion of the shareholder's equity
injection. The existing issue ratings will be withdrawn upon
release of the proposed new bonds from escrow.

The rating actions reflect S&P's view that the challenging market
conditions Carlson Wagonlit has faced in recent periods will
persist in the medium term, exerting downward pressure on EBITDA
margins and hindering the group's efforts to reduce leverage.
Specifically, S&P continues to view the company as susceptible to
the effects of softer energy prices and foreign exchange
volatility, both of which have been detrimental to the top line
and EBITDA during the past two years.  In the first nine months
of 2016, the group has posted a material decline in EBITDA
compared with the comparable period in 2015, and underperformed
S&P's previous forecasts.

Although S&P acknowledges these negative pressures, it also
recognizes the credit-supportive aspects of the proposed
refinancing, which demonstrate the shareholder's willingness to
provide financial support to the group by prefinancing certain
operating costs with $150 million of equity.  For this reason,
S&P sees the newly assigned rating as sustainable.  Upon
completion, the newly formed Carlson Travel Inc. will become the
holding company of the restricted group and the issuer of the
group's senior secured and senior unsecured notes.

S&P views the travel industry as fragmented, cyclical, and
exposed to event risks.  The group will continue to face pricing
pressure from its customers and competitive pressures from online
agencies. These risks are mitigated to an extent by the group's
broad geographical diversification, low operating leverage, and
high customer retention rates of about 95%.  However, S&P
continues to assess its business risk profile as weak.

S&P's assessment of CTI's financial risk profile as highly
leveraged reflects S&P's opinion that although interest coverage
ratios are expected to improve to levels commensurate with an
aggressive financial risk profile as a result of the proposed
refinancing, S&P anticipates that external downside risks to
EBITDA and free operating cash flow (FOCF) may continue to
constrain CTI's ability to reduce leverage.  Leverage is
currently more than 5.0x, on an S&P Global Ratings-adjusted
EBITDA basis.

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

   -- Revenue growth will turn positive in 2017, increasing at
      1.8% in 2018 and 1.9% in 2019 as CTI's average transaction
      price stabilizes and transaction growth resumes, albeit to
      levels below global GDP growth.

   -- Adjusted EBITDA margin will decline to 13.0%-13.5% in 2017,
      before recovering to 14.0%-15.0% in 2018.

   -- Capital expenditure (capex) to increase to $68 million in
      2017 and $65 million in 2018.

   -- Shareholder returns to be limited to an annual $4 million
      management fee.

   -- S&P further assumes successful completion of the proposed
      refinancing, resulting in reduced interest costs and
      enhanced liquidity due to the shareholder's equity
      injection.

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

   -- Adjusted debt to EBITDA of approximately 5.9x in 2017,
      declining to 5.1x-5.2x in 2018;

   -- Adjusted funds from operations (FFO) to debt of 9.5%-11.5%
      in 2017 and 2018; and

   -- Adjusted EBITDA interest coverage of around 2.6x in 2017
      and 2.9x in 2018.

The stable outlook reflects S&P's view that despite difficult
conditions, the proposed refinancing and equity injection will
provide sufficient liquidity for CTI to maintain financial ratios
commensurate with the current rating level.  S&P expects CTI to
maintain adjusted EBITDA interest cover of at least 2.5x, while
at the same time maintaining at least neutral FOCF and adequate
liquidity.

Although S&P considers CTI to be well-positioned at the current
rating level, S&P would consider lowering the rating if CTI's
EBITDA underperforms S&P's base-case forecast, resulting in
weaker metrics than it currently expects.  S&P could also lower
the rating if FOCF were to be further depressed by higher-than-
anticipated capex, or if CTI were to pursue a more-aggressive
policy with regard to shareholder returns.  A significant
weakening in liquidity or tightening covenant headroom could also
trigger negative rating action.

S&P considers an upgrade as less likely given the business risk
pressures that CTI faces.  Any upgrade would require, in addition
to a stabilization in the business environment, materially
stronger metrics that S&P forecasts in its base case--both
leverage and coverage ratios would have to reach levels which S&P
considers firmly and sustainably consistent with an aggressive
financial risk profile, and the group would also have to maintain
material positive FOCF.


CREDIT EUROPE: Fitch Affirms BB- Long Term Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed Credit Europe Bank NV's (CEB) and
Russia-based subsidiary, Credit Europe Bank (CEBR)'s, Long-Term
Issuer Default Ratings (IDRs) at 'BB-'. The Outlook on CEBR's
Long-Term IDR has been revised to Stable from Negative while that
on CEB is Stable.

KEY RATING DRIVERS

CEB's IDRS AND VR

CEB's Long-Term IDR and Viability Rating (VR) reflect the bank's
high exposure to volatile operating environments and cyclical
industries inherent to the bank's business model. They also
reflect a niche but established trade finance franchise, the
bank's acceptable asset quality, strengthened capitalisation and
adequate liquidity and funding.

CEB's business is concentrated in emerging economies, and at end-
June 2016, exposures to Russia, Turkey and Romania represented
26%, 25% and 16% of gross loans, respectively. The bank has been
gradually growing its corporate loan book in western Europe by
targeting local operations of large Turkish corporates. This,
together with maintaining its niche franchise in trade and
commodity finance, could reduce the volatility of CEB's
performance over the longer term. Fitch expects lending in
developed markets and to Turkish borrowers to be the main profit
generator for the bank in 2H16 and 2017.

CEB is exposed to cyclical industries, particularly construction
and real estate, which made up about a quarter of corporate loans
(1.3x of Fitch core capital (FCC)) at end-June 2016. Single-name
concentration remains high, with the 20-largest borrowers
accounting for almost half of corporate loans (2.3x FCC). This is
partly mitigated by the bank's hands-on approach to managing
corporate customers.

Non-performing loans (NPLs) were moderate at 6.4% of gross loans
at end-June 2016 (5.9% at end-2015). CEB's sizeable portfolio of
sub-standard loans (5.4% of gross loans at end-June 2016) also
represents a risk for the bank, although the absolute amount of
NPLs and substandard loans has been declining over the last 18
months. "In Russia, credit losses have moderated and we believe
asset quality has stabilised, but remains weak, as does the
quality of the Romanian exposure. The better-performing Turkish
loan book and exposures to developed markets somewhat offset
these pressures," Fitch said.

In Romania, CEB's main risk is in the legacy mortgage loan book
(0.4x FCC, roughly equally split between loans denominated in
euro and Swiss franc). CEB stopped issuing mortgage loans in 2008
but loan book amortisation has been slow. In May 2016 the
Romanian parliament passed a law allowing retail mortgage
borrowers to return real estate collateral to banks in exchange
for loan write-off. This could have a material negative impact on
CEB because of the high loan-to-value ratios of most of its
mortgage loans, which provide borrowers incentives to use the
debt/asset swap (although so far the take-up has been moderate
according to the bank).

Additional risk stems from the proposed law on the conversion of
Swiss franc-denominated loans into local currency at historical
exchange rates. "We believe that these developments, while
negative, are sufficiently offset by CEB's strengthened
capitalization," Fitch said.

CEB's capitalisation has improved in the last two years due to
loan book contraction, an EUR100m equity injection from CEB's
ultimate owner in 1Q15 and a USD126m subordinated perpetual debt
conversion into common equity in 4Q14. The bank's consolidated
FCC/FCC-adjusted risk-weighted assets ratio stood at a reasonable
12.5% at end-June 2016, although it remains exposed to high loan
book concentrations.

Granular deposits are CEB's main funding source, and most are
collected in the Netherlands and Germany (48% of non-equity
liabilities at end-June 2016). The majority of deposits are
covered by the Dutch deposit guarantee, which contributes to
funding stability. Liquidity is adequate, with high-quality
liquid assets (cash, central bank deposits and securities that
can be pledged with central banks) amounting to 8% of total
assets at end-June 2016.

CEB's SUPPORT RATING AND SUPPORT RATING FLOOR

CEB's Support Rating of '5' and Support Rating Floor of 'No
Floor' reflect Fitch's view that senior creditors cannot rely on
receiving full extraordinary support from the sovereign if CEB
becomes non-viable. This reflects the bank's lack of systemic
importance in the Netherlands, as well as the recent
implementation of the EU's Bank Recovery and Resolution Directive
and the Single Resolution Mechanism. These provide a framework
for resolving banks, which is likely to require senior creditors
participating in losses, if necessary, instead or ahead of a bank
receiving sovereign support.

Similarly, support from the bank's private shareholder, although
possible, cannot be reliably assessed.

CEBR'S ISSUER RATINGS AND SENIOR DEBT

The affirmation of CEBR's IDRs and VR reflects reasonable asset
quality metrics to date, strong capitalisation and reduced
pressures on the bank's bottom line, driven by lower impairment
charges. The ratings also factor in CEBR's tight liquidity
position in light of bulky wholesale repayments within the next
12 months. However, Fitch believes that refinancing risks should
be manageable.

The revision of the Outlook to Stable from Negative reflects
moderate improvement in the bank's asset quality metrics, Fitch's
expectation that the bank's future credit losses should be fully
absorbed by pre-impairment profits, without eroding capital, and
Fitch's view that the bank's performance in 2017 should further
improve following a decline in funding costs and loan impairment
charges.

Asset quality pressures moderated in 1H16 as reflected in the 5%
NPL origination rate (defined as the increase in loans overdue
above 90 days, plus write-offs, divided by average performing
loans), down from 8% in 2015. The corporate loan book remains
highly concentrated, with the largest 20 groups of borrowers
accounting for 72% of total corporate loans, or 1.3x of FCC at
end-1H16, most of which operate in the high-risk construction and
real estate segments.

The dollarisation of corporate loans is high at about 80%, while
the share of naturally hedged borrowers is low. NPLs (loans
overdue above 90 days) in the corporate loan book stood at a
moderate 11%, being only 37% covered by impairment reserves.
However, adequate collateral coverage and its reasonable
valuation, in Fitch's view, mitigate credit risks to an extent.

The gradual recovery of the Russian consumer finance market
shrank credit losses on the bank's retail portfolio to 7% in 1H16
from 10% in 2015. The large share of secured products (car loans
and mortgages, 38% of gross retail loans at end-1H16) should
further ease the magnitude of losses. Retail NPLs of 9% at end-
1H16 were almost fully covered by reserves. However, in Fitch's
view, CEBR's retail loan book continues to be under pressure from
high borrower indebtedness and weak economic conditions, and its
future performance will largely depend on the broader economy.

The bank's profitability metrics started to recover in 2016 after
a marked weakening in 2015 caused by broader deterioration of the
economy, a spike in the key CBR key rate and increased tensions
between Turkey and Russia. In 1H16, the bank's cost of risk
declined to 4.7%, from 6.1% in 2015, as a result of stabilising
asset quality. However, pre-impairment profits are still under
pressure from elevated funding costs (9.4% in 1H16). Fitch
expects the bank's net interest margin and overall profitability
to improve in 2017 against the backdrop of declining funding
costs, as the bank should gradually reprice the bulk of its
expensive wholesale funds and continue to reduce its customer
deposits rates.

CEBR's capitalisation is robust with a high 17.1% FCC ratio at
end-1H16, supported by sizeable loan book deleveraging (28% in
2015-1H16). The Tier 1 Regulatory CAR was a weaker 9.5% at end-
10M16 due to higher statutory risk weights applied to high margin
retail loans and a sizeable operational risk component. CEBR also
holds a junior tranche of its asset-backed securities on the
balance sheet, which is 12.5x risk-weighted, according to
regulatory standards. The securitisation matures in June 2017, as
a result of which the bank's Tier 1 Regulatory CAR should
increase by about 3 ppts, according to Fitch's estimate.

The bank's refinancing risks are high in light of potential
wholesale debt repayments within the next 12 months (RUB18bn,
including RUB10bn of put options, or 23% of end-10M16 total
liabilities). Only 30% of these redemptions are covered by liquid
assets. However, a sizeable pre-committed credit line from the
parent bank is available in case of need, according to bank's
management. Fitch also believes that CEBR should be able to
refinance at least some of its wholesale debt. In addition, the
bank could sell some of its corporate loans to other banks of the
group, which should help CEBR preserve its liquidity in a stress
scenario.

CEBR's senior unsecured debt is rated in line with the bank's
Long-Term IDR.

CEBR's Support Rating of '4' reflects the limited probability of
support from CEB, in case of need. This view is based on CEB's
somewhat constrained ability (as reflected in the 'BB-' rating)
to provide capital support, given CEBR's large size (around 20%
of group's assets at end-1H16).

CEB's AND CEBR'S SUBORDINATED DEBT

CEB's Tier 2 subordinated debt and CEBR's old-style subordinated
debt is rated one notch below the banks' VR (CEB) and Long-Term
IDR (CEBR), reflecting below-average recovery prospects for this
type of debt.

RATING SENSITIVITIES

CEB

Upside for CEB's Long-Term IDR and VR is currently limited,
although a further rebalancing towards lending in less volatile
operating environments would be credit-positive. Ratings could be
downgraded in case of marked asset quality deterioration, leading
to a material erosion of CEB's capitalisation.

An upgrade of the Support Rating and upward revision of the
Support Rating Floor would be contingent on a positive change in
the Netherlands' propensity to support its banks. While not
impossible, this is highly unlikely in Fitch's view.

The subordinated debt rating is likely to move in tandem with
CEB's VR.

CEBR

CEBR's Long-Term IDR and VR could be downgraded if there is a
marked deterioration of the bank's asset quality metrics,
translating into significant erosion of capital, or in case of a
material tightening of liquidity and increase in refinancing
risks. Upside is currently limited, though a material
strengthening of bank's franchise and improvement of CEBR's asset
quality, profitability metrics and funding profile would be
credit positive.

CEBR's Support Rating is sensitive to CEB's ratings (and hence,
its ability to provide support) and any marked changes in the
group's strategic commitment to the Russian market.

CEBR's senior and subordinated debt ratings are sensitive to
changes in the bank's Long-Term IDR.

The rating actions are as follows:

   Credit Europe Bank NV

   -- Long-Term IDR: affirmed at 'BB-', Outlook Stable

   -- Short-Term IDR: affirmed at 'B'

   -- Viability Rating: affirmed at 'bb-'

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: affirmed at 'No Floor'

   -- Subordinated debt: affirmed at 'B+'

   Credit Europe Bank

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

   -- Short-Term IDR: affirmed at 'B'

   -- National Long-Term rating: affirmed at 'A+(rus)', Outlook
      revised to Stable from Negative

   -- Viability Rating: affirmed at 'bb-'

   -- Support Rating: affirmed at '4'

   -- Senior unsecured debt: affirmed at 'BB-'/'A+(rus)'

   -- Subordinated debt (issued by CEB Capital SA): affirmed at
      'B+'


DRYDEN 48 EURO 2016: S&P Assigns Prelim. B- Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dryden 48 Euro CLO 2016 B.V.'s class A-1, A-2, B-1, B-2, C, D, E,
and F notes.  At closing, the issuer will issue unrated
subordinated notes.

Dryden 48 Euro CLO 2016 is a broadly syndicated collateralized
loan obligation(CLO) managed by PGIM Ltd., which is the principal
asset management business of Prudential Financial, Inc. (PFI).
This is PGIM's third CLO to date in 2016 following Dryden 46 Euro
CLO 2016 B.V., which closed in October 2016.

The preliminary ratings assigned to Dryden 48 Euro CLO 2016's
notes reflect S&P's assessment of:

   -- The diversified collateral pool, which consists primarily
      of broadly syndicated speculative-grade senior secured term
      loans and bonds that are governed by collateral quality
      tests.

   -- The credit enhancement provided through the subordination
      of cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.

   -- The transaction's legal structure, which is expected to be
      bankruptcy remote.

S&P considers that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its
exposure to counterparty risk under S&P's current counterparty
criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, it considers the transaction's
exposure to country risk to be limited at the assigned
preliminary rating levels, as the exposure to individual
sovereigns does not exceed the diversification thresholds
outlined in S&P's criteria.

At closing, S&P considers that the transaction's legal structure
will be bankruptcy remote, in line with its European legal
criteria.

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

RATINGS LIST

Dryden 48 Euro CLO 2016 BV
EUR414.5 mil fixed- and floating-rate notes

Prelim Amount
Class                 Prelim Rating       (mil, EUR)
A1                    AAA (sf)            230.0
A2                    AAA (sf)            10.0
B1                    AA (sf)             45.5
B2                    AA (sf)             7.5
C                     A (sf)              25.5
D                     BBB (sf)            20.0
E                     BB (sf)             22.0
F                     B- (sf)             11.0
Sub                   NR                  43.0

NR--Not rated


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


RUSSIAN MOSCOW: Fitch Assigns 'BB+' LT Local Currency Rating
------------------------------------------------------------
Fitch Ratings has assigned Russian Moscow Region's
(BB+/AA(rus)/Stable) senior unsecured debt a long-term local
currency rating of 'BB+' and a National Long-Term rating of
'AA(rus)'.

It has also assigned the region's RUB25bn domestic bonds issue
due 2023 (ISIN RU000A0JX0B9) 'BB+'/'AA(rus)' ratings.

KEY RATING DRIVERS

The bonds' ratings are aligned with Moscow Region's Issuer
Default Rating and National Long-Term Rating on the basis that
the notes constitute senior and unsecured debt of the region. The
bonds rank pari passu with the region's present and future
unsecured and unsubordinated obligations.

Moscow Region's ratings reflect strong operating performance, an
expected moderate budget deficit driven by capex, low net overall
risk and wealth and economic indicators that are above the
national median. The ratings also factor in an extensive public
sector, which presents contingent risk to the region's budget, a
weak institutional framework for Russian subnationals, and a
weakened national economic environment.

Moscow Region issued RUB25bn bonds on 29 November 2016. The bonds
have a seven-year maturity and a 9.65% coupon rate. The proceeds
from the bonds are expected to be used for refinancing bank loans
and funding the region's moderate deficit before debt variation,
which we estimate at 4% of total revenue in 2016.

RATING SENSITIVITIES

Changes to Moscow Region's ratings will be mirrored in the bond's
ratings.


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


ABENGOA SA: Abeinsa Urges Judge to Approve Bankruptcy Exit Plan
---------------------------------------------------------------
Tom Hals and Tracy Rucinski at Reuters report that Abeinsa
Holding Inc., a U.S. subsidiary of Spanish renewable energy firm
Abengoa SA, pressed a judge on Dec. 6 to approve its plan to exit
bankruptcy over objections from a holdout creditor, who said the
plan violated U.S. law by favoring the company's foreign parent.

After more than three hours of testimony and arguments, U.S.
Bankruptcy Judge Kevin Carey in Wilmington, Delaware, said he
wanted additional written submissions from the parties, Reuters
relates.  He did not say when he would rule, Reuters notes.

Abeinsa is one of dozens of global Abengoa subsidiaries that
filed for U.S. Chapter 11 and 15 bankruptcy this year while their
Seville-based parent thrashed out a debt restructuring deal in
Spain to avoid its own bankruptcy, Reuters discloses.

The U.S. subsidiaries, which range from small ethanol plants to
construction and engineering firms like Abeinsa, were guarantors
of US$10 billion of debt held by the parent, Reuters states.

"This (plan) allows the debtor to give creditors a meaningful
recovery with substantial upside and gives Abengoa a fresh start
in the United States," Reuters quotes Abeinsa lawyer Richard
Chesley as saying at the Dec. 6 hearing.  "It brings to prompt
conclusion one of the most complex Chapter 11 and cross-border
restructurings in recent memory."

A Spanish court approved Abengoa's restructuring agreement last
month, giving a group of lenders including Spain's Santander
equity in exchange for debt, Reuters recounts.

Under the U.S. plan, Abengoa will invest more than US$30 million
cash in exchange for retaining full control of the U.S. units,
Reuters says.

The lone objecting creditor, Portland General Electric Corp.,
argued the plan violated U.S. bankruptcy law, which requires a
shareholder to relinquish its entire investment if creditors are
not paid in full, Reuters relays.  Abeinsa's creditors are
expected to receive only pennies on the dollar, according to
Reuters.

                        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.


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


BURSA: Fitch Affirms 'BB+' LT FC 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%," Fitch said. This is due to its above
average well diversified economy and main responsibilities that
are largely capital expenditure driven.

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.

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 was 10 years as of 2015, well above its debt to
current balance 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 good access
to various commercial and state owned banks.

The city's authorities follow a solid budgetary policy and
improving 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, they are mostly self-funding.

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.


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


ASK GROUP: In Liquidation, Jobs Go in Bury St. Edmunds
------------------------------------------------------
East Anglian reports that a meeting of creditors of The Ask Group
Ltd, based in Northgate Avenue, Bury St Edmunds, was held
following a vote by shareholders for a voluntary winding up of
the company.

The liquidator, Jamie Playford of Leading Corporate Recovery,
based in Norwich, said the company had about 90 creditors who
were owed a combined total of around GBP407,000, according to
East Anglian.

"There is no return expected to creditors," said Mr. Playford,
the report notes. "The company traded as Ask Print and Ask
Translation.

"Ask Print suffered a decline in the print industry and lower
priced competition. Ask Translation carried out translation
services for financial institutions such as Aviva but, after a
decline in work following the financial crises, the company has
never recovered."

Mr. Playford also confirmed that seven people had been made
redundant, the report adds.


MOIRAI CAPITAL: Faces Potential Liquidation in High Court Case
--------------------------------------------------------------
swindonadvertiser.co.uk reports that a North Star development
firm is facing potential liquidation in High Court case.

THE firm tasked with the ambitious redevelopment of the North
Star site is facing a date in the High Court within weeks,
according to swindonadvertiser.co.uk.

Winding up petitions have been brought before the court by
creditors who have failed to secure outstanding debts through
other avenues, the report notes.

But Moirai Capital Investments, which is facing the possibility
that the court will order it to begin the liquidation of its
assets to ensure those creditors are paid, says it is all due to
a delay in filling out VAT returns, the report relays.

Just recently, the firm, which has come under fire for failing to
submit its accounts many months after they were due, issued a
statement claiming it is confident the North Star development
would be a success, the report notes.

The first court action, brought by Her Majesty's Revenue and
Customs against the Swindon-specific arm of Moirai, will be heard
in the High Court on December 12, the report relays.

The following day, a court in Leeds will consider a claim by a
Manchester based construction firm for outstanding debts owed by
Moirai's main business, the report notes.

These court proceedings follow in the wake of previous serious
legal trouble for the firm, the report discloses.

In 2014, its shell company MW Contract Services, formerly known
as Oasis Operations Ltd, went into liquidation owing some
GBP850,000 to creditors, the report says.

That case came about just a year after Moirai was awarded a 99-
year lease from Swindon Borough Council to redevelop the site
surrounding the Oasis leisure complex, the report notes.

These latest revelations about the troubled firm come almost a
week after Swindon's Labour group called on the council to cut
their ties with Moirai amid claims it had breached its
development deal for the second time, the report relays.

Speaking after details of the upcoming court cases were revealed,
the group's spokesman for leisure, Coun Jim Robbins, said: "This
must be the final nail in the coffin for Moirai.

"They can't keep the long-term lease on the Oasis site when they
are consistently failing to meet the targets they've been set by
the council and are now being petitioned to 'wind up' due to
debts they owe," Mr. Robbins added, adds the report.


OLD MUTUAL: Fitch Affirms 'BB+' Subordinated Debt Rating
--------------------------------------------------------
Fitch Ratings has revised the Outlook of Old Mutual Plc's (Old
Mutual) Long-Term Issuer Default Rating (IDR) to Negative from
Evolving. The agency affirmed Old Mutual's Long-Term IDR at
'BBB+'. Fitch simultaneously upgraded Old Mutual Wealth Life
Assurance Company Limited's (OMWL) Insurer Financial Strength
Rating (IFS) to 'A' from 'A-'. The Outlook is Stable.

Fitch has also affirmed the IFS Rating of Mutual & Federal
Insurance Company Limited (M&F) at 'BBB-' and revised the Outlook
to Negative from Stable.

The Outlook revision of Old Mutual's and M&F's ratings follows
the Outlook revision of South Africa's Long-Term Local Currency
Issuer Default Rating (IDR) of 'BBB-' to Negative.

The upgrade of OMWL reflects Fitch's updated view of its
standalone credit profile, following the implementation of the
group's new "managed separation" strategy, whereby the group will
be split into four separate businesses by 2018. As a result,
Fitch revised its approach to rating the entities of the Old
Mutual group from a group basis to a standalone basis, where the
inherent credit profile of the major business units is assessed
separately. OMWL's ratings are not constrained by South Africa's
sovereign rating.

KEY RATING DRIVERS

Old Mutual Plc

Old Mutual's IDR is mainly driven by the credit quality of the
Old Mutual Wealth (OMW) business unit. Old Mutual at end-2015
reported hard currency interest cover, which excludes earnings
from Old Mutual Emerging Markets (OMEM) and Nedbank Group
Limited, of 5x.

OMEM remains a significant contributor to Old Mutual's earnings
(around 34% of group business unit pre-tax operating profit in
1H16) and therefore any material weakness in OMEM's credit
quality could negatively weigh on Old Mutual's ratings. Old
Mutual will ultimately cease to exist in its current form. As a
result the group previously announced a new capital management
policy, with the intention of materially reducing group holding
company debt and a phased reduction of central costs.

Fitch views the Old Mutual group's risk-adjusted capitalisation
as strong and supportive of the group's ratings. This view is
based on the group's 'Extremely Strong' capitalisation at end-
2015 according to Fitch's Prism Factor Based Model.

Financial leverage has remained broadly stable in recent years
(1H16: 27%; 2015: 27%; 2014: 25%). This is in line with Fitch's
criteria median for insurance companies in the 'A' rating range,
and neutral to the ratings. Old Mutual's leverage is consistent
with similarly and higher-rated European peers.

Old Mutual's ratings are constrained by South Africa's Long-Term
IDR (BBB-/Stable), reflecting the group's balance sheet exposure
and earnings to South Africa.

Old Mutual Wealth Life Assurance Company Limited

"We expect that the OMW business unit will operate as a
standalone UK/European insurance business under a new holding
company." Fitch said. On a standalone basis, OMW benefits from
low balance sheet risk and its strong business position in the
UK. However, uncertainty around future financial flexibility and
profitability are rating weaknesses.

OMW reported a S2-equivalent capital measure of 1.9x at end-1H16.
Fitch views this strong ratio as consistent with the low balance
sheet risk of OMW relative to its UK peers.

OMW has maintained its market position despite significant market
volatility in 1H16. Assets under management rose to GBP119bn at
end-3Q16, up from GBP104bn in 2015 (2014: GBP82.5bn).

OMW reported a pre-tax net loss of GBP17m in 1H16 (1H15: GBP27m
loss), which included GBP48m IT transformation programme costs.
Total spend on this project at end-1H16 was GBP225m, roughly half
of the forecast overall project cost. Pre-tax operating profit
reduced to GBP104m in 1H16 from GBP151m in 1H15, partly due to a
provision of GBP21m relating to the capping of legacy pension
exit fees.

Old Mutual Emerging Markets

OMEM is one of South Africa's largest insurance groups, with a
strong market position in most segments. Old Mutual Life
Assurance Company South Africa (OMLACSA), OMEM's main operating
entity, is strongly capitalised and, for participating business,
has the ability to share potential investment losses with
policyholders. "We do not expect OMEM's operations to be
materially disrupted by the group's restructuring plans." Fitch
said.

OMLACSA, M&F and Mutual & Federal Risk Financing Limited (M&F RF)
will continue to operate as "Core" entities under OMEM. Their
ratings and Outlooks reflect OMEM's current and expected
standalone credit profile, as the largest profit contributor to
the existing Old Mutual group, and a market-leading life insurer
and fund manager in South Africa.

The change in outlook of M&F's IFS rating, as well as the implied
international IFS rating for OMEM's South African operations,
reflects the constraint of the South African sovereign local
currency rating on OMEM. This is a result of OMEM's exposure to
the South African operating environment and investment exposure
to government and other local securities.

OMEM's earnings stream remains strong and well diversified by
segment across insurance (life and non-life). In 2015, the
business unit reported a net income return on equity (ROE) of
21%, and a 9% rise in rand-denominated pre-tax operating profits.
M&F's combined ratio improved to 96.9% in 2015 (2014: 99.1%).

RATING SENSITIVITIES

A one-notch downgrade of the South African sovereign rating would
trigger a corresponding action on Old Mutual's IDR and M&F's IFS
rating.

A change to the South African sovereign ratings is unlikely to
affect the National Ratings of OMLACSA and M&F, as the relativity
of these ratings to that of the best credits in South Africa is
expected to remain unaffected.

OMW may be downgraded if net income fails to recover or market
share deteriorates as a result of further operational
difficulties in deploying its new investment platform.

An improvement in OMW's profitability, as measured by net income
return on equity above 9% on a sustained basis, could lead to an
upgrade.

The National Ratings of OMLACSA, M&F and M&F RF would be
downgraded if OMEM's creditworthiness deteriorates materially
relative to the South African sovereign and its peers in the
South African market.

FULL LIST OF RATING ACTIONS

Old Mutual plc

   -- Long-Term IDR: affirmed at 'BBB+'; Outlook revised to
      Negative from Evolving

   -- Subordinated debt: affirmed at 'BB+'

   -- Short-Term IDR and commercial paper: affirmed at 'F2'

Old Mutual Wealth Life Assurance Limited

   -- IFS rating: upgraded to 'A' from 'A-'; Outlook Stable

   -- Long-Term IDR: affirmed at 'A-'; Outlook revised to Stable
      from Evolving

Old Mutual Life Assurance Company (South Africa) Limited

   -- National IFS rating: affirmed at 'AAA(zaf)'; Outlook Stable

   -- National Long-Term rating: affirmed at 'AAA(zaf)'; Outlook
      Stable

   -- Subordinated debt: affirmed at 'AA(zaf)'

Mutual & Federal Insurance Company Limited (M&F)

   -- National IFS rating: affirmed at 'AAA(zaf)'; Outlook Stable

   -- IFS rating: affirmed at 'BBB-'; Outlook revised to Negative
      from Stable

Mutual & Federal Risk Financing Limited

   -- National IFS rating: affirmed at 'AAA(zaf)'; Outlook Stable


STIRLING MORTIMER: Asks Shareholders to Back Liquidation
--------------------------------------------------------
Christine Dawson at citywire.co.uk reports that shareholders will
vote on whether to liquidate the Stirling Mortimer Majestic
Village No 3 fund in December.

The fund is part of a troubled GBP91 million range that delisted
from the Channel Islands Stock Exchange (CISX) in 2014 in a bid
to save further money for its investors, according to
citywire.co.uk.  It invested in Spanish property developments.

A 'cell' meeting of preference shareholders in the Global
Property Fund PCC Limited -- Majestic Village No 3 will be held
on 6 December in St Peter Port, Guernsey, the report notes.

In a letter to shareholders, chairman of the fund, Catharine
Walter, said the directors recommend support for the voluntary
liquidation, which is intended to protect the interest of
investors, the report relays.

Ms. Walter wrote that the directors have been trying to realize
value from the assets of the fund and have had some success in
litigation against the developers of the Spanish properties held
by the fund, the report discloses.

However, the slow pace of the litigation process means the fund
has become illiquid, the report notes.

"There are potential assets arising from the actions we have
taken and some signs of progress towards settlement on some
elements of the litigation but the timeframe is uncertain. This
means the fund is solvent but not liquid," Ms. Walter wrote, the
report relays.

Ms. Walter said that placing the fund into voluntary liquidation
would protect the interests of investors because it would stop
service providers from charging the fund, leaving more money to
pay those who invested in it, the report notes.

The Majestic Village No. 3 fund is not one of the funds named by
the Serious Fraud Office (SFO) as part of investigations into
Sterling Mortimer Global Property funds, the report relays.

The SFO announced these investigations in 2014.  A spokesman
confirmed these investigations were ongoing but would not comment
further.


TATA STEEL UK: Pledges to Invest GBP1 Billion in UK Business
------------------------------------------------------------
Alan Tovey at The Telegraph reports that workers at Tata's
sprawling Port Talbot steel plant have had their jobs guaranteed
for five years with the company pledging to invest GBP1 billion
in its UK business in a landmark deal for Britain's steel
industry.

The agreement also covers Tata's other UK steel plants and is a
U-turn for the Indian conglomerate which tried to sell its
British operations in March, having suffered losses of up to GBP1
million a day, The Telegraph states.

Tata has also committed to keeping both of Port Talbot's blast
furnaces open for five years, and a further agreement to invest
in a steel-making furnace at the site, The Telegraph notes.

The deal came after crunch talks between employees, unions and
Tata bosses on Dec. 7 at the South Wales plant, which employs
about 4,000 staff, almost half of the UK steel operations' total,
The Telegraph relays.

However, the agreement could come at a cost for steelworkers, The
Telegraph says.  As part of the agreement Tata is beginning a
consultation on changes to the GBP14 billion pension scheme
attached to the business, with far less generous terms, according
to The Telegraph.

Roy Rickhuss, leader of steel union Community, said that his
members still had to vote to agree the deal, The Telegraph
relates.

The proposals include closing it to future accrual, replacing it
with a defined contribution scheme with maximum contributions of
10pc from the company and 6pc from employees, The Telegraph
discloses.

Tata Steel is the UK's biggest steel company.


TOWD POINT 2016-VANTAGE1: DBRS Rates Class F Notes 'B'
------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the
following Notes issued by Towd Point Mortgage Funding 2016-
Vantage1 Plc (the Issuer):

   -- Class A1 Notes: AAA (sf)

   -- Class A2 Notes: AAA (sf)

   -- Class B Notes: AA (sf)

   -- Class C Notes: A (sf)

   -- Class D Notes: BBB (low) (sf)

   -- Class E Notes: BB (sf)

   -- Class F Notes: B (sf)

Class A1 and Class A2 Notes are provisionally rated for timely
payment of interest and ultimate payment of principal. The Class
B Notes, Class C Notes, and Class D Notes are provisionally rated
for ultimate payment of interest (subject to the net weighted-
average coupon cap) and ultimate payment of principal. The Class
E Notes and Class F Notes are provisionally rated only for
ultimate payment of principal.

Towd Point Mortgage Funding 2016-Vantage1 Plc is a bankruptcy-
remote special-purpose vehicle (SPV) incorporated in the United
Kingdom. The issued Notes will be used to fund the purchase of
U.K. residential mortgage loans secured over properties located
in England, Wales, Northern Ireland and Scotland.

The mortgage portfolio was initially purchased from GE Money Home
Lending Limited (GEMHL) (and 12 other legal entities linked to
GEMHL) by Promontoria (Vantage) Limited (Promontoria, the legal
title holder) and Promontoria will sell the beneficial interest
in the mortgage loans, around the closing date, to a Dutch legal
entity, Cerberus European Residential Holdings B.V. (CERH; the
seller). CERH in turn will sell the beneficial interest in the
mortgage loans to the Issuer on the closing date.

Pepper (UK) Limited will be the servicer with Homeloan Management
Limited as the back-up servicer.

As of the cut-off date (31 October 2016), the mortgage portfolio
consists of reperforming owner-occupied and Buy-to-Let (BTL)
residential mortgage loans originated by GE Money Home Lending
Limited, First National Bank Plc and Igroup Limited. The majority
of the loans were originated by GEMHL. These loans were primarily
offered to customers with adverse or non-standard credit history,
to self-employed borrowers and where the borrower income may have
been self-certified.

Of the mortgage portfolio, 70.89% has an interest-only (IO) or
Part & Part repayment profile. The high proportion of these loans
is largely due to borrower affordability given the relatively low
proportion of BTL loans in the portfolio (2.01%), which are
typically lent at an IO basis. As of the pool cut-off date, the
weighted-average seasoning of the portfolio is 10.08 years, with
73.85% of the mortgage loans originated in 2006, 2007 and 2008,
the peak of the U.K. mortgage and housing market. The weighted-
average current loan-to-value (WACLTV) calculated by DBRS equates
to 77.44%. The indexed WACLTV is calculated at 67.18% (Nationwide
HPI, Q2 2016).

The mortgage portfolio has a relatively high concentration of
borrowers who had unsatisfied County Court Judgements at the time
of origination (20.58%). Of mortgage loans, 40.44% have been
restructured in the past. DBRS believes borrowers who have had
restructuring in the recent past, particularly in the context of
a low interest rate environment, would show a higher propensity
to default in the event of future interest rate rises.

The weighted-average coupon generated by the portfolio is 3.06%.
Approximately 98.50% of the loans pay the interest rate linked to
the Bank of England Base Rate (BBR). The remaining portion of the
pool is linked to a standard variable rate (SVR) set by the
servicer. The interest payable on the Notes is linked to three-
month GBP LIBOR. The basis risk on account of the BBR mismatch is
unhedged. For the purposes of its cash flow analysis, DBRS
stressed the BBR rates generated by the assets.

The interest payable on the Notes will step up on the payment
date falling three years after the first interest payment date.
DBRS has taken into consideration the increased interest payable
via its cash flow analysis. On or after the optional redemption
date, the Issuer may redeem all the Notes in full. Notes will be
redeemed at an amount equal to the outstanding balance together
with accrued (and unpaid) interest.

Credit enhancement is provided in the form of subordination of
the junior Notes. The Class A1 Notes are expected to have a
credit enhancement of 45.00%, while the Class A2 Notes have
41.00%, Class B Notes have 34.80%, Class C Notes have 27.80%,
Class D Notes have 22.90%, Class E Notes have 17.40% and Class F
Notes have 10.00% credit enhancement.

The liquidity for the Class A1 Notes and Class A2 Notes will be
supported by a liquidity facility (1.70% of the Class A1 Notes
plus Class A2 Notes balance) till the first optional redemption
date (FORD). From the FORD, the liquidity facility will be
replaced by the liquidity reserve fund (LRF) (2.05% of the Class
A1 Notes plus Class A2 Notes' initial balance) with the latter
funded by the cash collected in a SDC ledger. The Liquidity
Reserve is available to cover shortfalls in payment of interest
on the Class A1 Notes and Class A2 Notes. Only from the FORD, the
liquidity support for Class B, Class C, and Class D Notes is
provided by an Excess Cashflow Reserve Fund (XSRF). The XSRF will
get funded initially on the FORD using any surplus available
funds in the SDC ledger after having funded the LRF. The LRF and
the XSRF will be replenished on an ongoing basis in the revenue
priority of payments.

Principal can be used to provide liquidity support to the most
senior outstanding notes. As long as the Class A1 Notes and Class
A2 Notes are outstanding, principal available funds can be used
for meeting any interest shortfalls on both classes of Notes. A
subsequent debit is made to the relevant principal deficiency
ledgers when principal is used as a liquidity support mechanism.

Although the Seller will provide loan warranties and
representations, the Seller was not the originator of the
mortgage loans and consequently certain warranties are qualified
by reference to awareness. The Issuer is entitled to bring a
contractual claim in damages against the Seller in respect of any
breach of any loan warranties.

Following the transfer of beneficial interest, borrowers will pay
into a collection account held in the name of the Issuer at
Barclays Bank Plc. There is a daily sweep of funds from the
collections account into the Issuer account bank.

The Issuer will maintain its transaction account with Elavon
Financial Services D.A.C., UK Branch. The account bank is
privately rated by DBRS. The account bank downgrade and
replacement language is compliant with DBRS legal criteria for
the assigned ratings to the Notes.

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

   -- The transaction's cash flow structure and form and
      sufficiency of available credit enhancement. At closing,
      credit enhancement for the Class A1 Notes (45.00%) is
      provided in the form of subordination by the junior notes.
      Credit enhancement for the Class A2 Notes (41.00%) is
      provided in the form of subordination of the notes junior
      to the Class A2 Notes. Credit enhancement for the Class B
      Notes (34.80%) is provided in the form of subordination via
      the notes junior to Class B Notes. Credit enhancement for
      the Class C Notes (27.80%) is provided in the form of
      subordination via the notes junior to Class C Notes. Credit
      enhancement for the Class D Notes (22.90%) is provided in
      the form of subordination via the notes junior to Class D
      Notes. Credit enhancement for the Class E Notes (17.40%) is
      provided in the form of subordination via the notes junior
      to Class E Notes. Credit enhancement for the Class F Notes
      (10.00%) is provided in the form of subordination via the
      Class Z Notes.

   -- Liquidity coverage provided through the aforementioned
      Liquidity Facility, Liquidity Reserve Fund, XSRF and
      principal available funds.

   -- The credit quality of the expected mortgage loans that the
      rated Class A1 Notes to Class F Notes are secured against
      and the ability of the servicer to perform collection
      activities on the collateral. DBRS calculated probability
      of default, loss given default and expected loss outputs on
      the mortgage loan portfolio provided by the DBRS European
      RMBS Insight Model. In addition, DBRS analysed the
      historical loan-level payment history of the underlying
      borrowers. DBRS also reviewed the servicing practices of
      Pepper (UK) Limited.

   -- The ability of the transaction to withstand stressed cash
      flow assumptions and repay the rated Notes. The transaction
      cash flows were modelled in Intex DealMaker using portfolio
      default rates and loss given default outputs for the loan
      portfolio. DBRS assesses the structure to be sensitive to
      interest rate fluctuations and will monitor the transaction
      as part of its surveillance process.

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

   -- The relevant counterparties as rated by DBRS appropriately
      in line with DBRS legal criteria to mitigate the risk of
      counterparty default or insolvency.

Notes:

All figures are in British Pounds Sterling unless otherwise
noted.

The principal methodology applicable is: European RMBS Insight
Methodology and European RMBS Insight: UK Addendum.

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

For a more detailed discussion of the sovereign risk impact on
Structured Finance ratings, please refer to DBRS commentary "The
Effect of Sovereign Risk on Securitisations in the Euro Area"

The sources of information used for this rating include Credit
Suisse, Pepper (UK) Limited and FirstKey.

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

DBRS was supplied with third-party assessments. DBRS haircut the
original valuations of the properties by 5% based on the
estimated errors in the audit report.

DBRS considers the information available to it for the purposes
of providing this rating was 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.

To assess the impact of changing the transaction parameters on
the rating of the Class A, Class B, Class C, Class D and Class E
Notes, DBRS considered the following stress scenarios, as
compared to the parameters used to determine the rating (the Base
Case):

   -- In respect of the Class A1 Notes and Class A2 Notes, the
      Probability of Default (PD) of 77.55% and Loss Given
      Default (LGD) of 46.83%, corresponding to a AAA stress
      scenario, were stressed assuming a 25% and 50% increase on
      the PD and LGD.

   -- In respect of the Class B Notes, the PD of 74.81% and LGD
      of 42.93%, corresponding to a AA stress scenario, were
      stressed assuming a 25% and 50% increase on the PD and LGD.

   -- In respect of the Class C Notes, the PD of 70.63% and LGD
      of 36.83%, corresponding to an "A" stress scenario, were
      stressed assuming a 25% and 50% increase on the PD and LGD.

   -- In respect of the Class D Notes, the PD of 62.11% and LGD
      of 29.32%, corresponding to a BBB stress scenario, were
      stressed assuming a 25% and 50% increase on the PD and LGD.

   -- In respect of the Class E Notes, the PD of 54.62% and LGD
      of 25.98%, corresponding to a BB (high) stress scenario,
      were stressed assuming a 25% and 50% increase on the PD and
      LGD.

   -- In respect of the Class F Notes, the PD of 45.89% and LGD
      of 21.62%, corresponding to a BB (low) stress scenario,
      were stressed assuming a 25% and 50% increase on the PD and
      LGD.

DBRS concludes the following impact on the rated notes:

   Class A1 Notes:

   -- A hypothetical increase of the PD by 50%, ceteris paribus,
      would lead to a downgrade of the Class A1 Notes to AA (sf).

   -- A hypothetical increase of the LGD by 50%, ceteris paribus,
      would lead to downgrade of the Class A1 Notes to A (sf).

   -- A hypothetical increase of the PD by 25%, ceteris paribus,
      would lead to a downgrade of the Class A1 Notes to AA (sf).

   -- A hypothetical increase of the LGD by 25%, ceteris paribus,
      would lead to downgrade of the Class A1 Notes to AA (low)
      (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class A1 Notes to A (low) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class A1 Notes to BBB (high) (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class A1 Notes to BBB (high) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class A1 Notes to BBB (low) (sf).

   Class A2 Notes:

   -- A hypothetical increase of the PD by 50%, ceteris paribus,
      would lead to a downgrade of the Class A2 Notes to A (high)
      (sf).

   -- A hypothetical increase of the LGD by 50%, ceteris paribus,
      would lead to downgrade of the Class A2 Notes to A (low)
      (sf).

   -- A hypothetical increase of the PD by 25%, ceteris paribus,
      would lead to a downgrade of the Class A2 Notes to A (high)
      (sf).

   -- A hypothetical increase of the LGD by 25%, ceteris paribus,
      would lead to downgrade of the Class A2 Notes to A (high)
      (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class A2 Notes to A (low) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class A2 Notes to BBB (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class A2 Notes to BBB (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class A1 Notes to BB (high) (sf).

   Class B Notes:

   -- A hypothetical increase of the PD by 50%, ceteris paribus,
      would lead to a downgrade of the Class B Notes to BBB
     (high) (sf).

   -- A hypothetical increase of the LGD by 50%, ceteris paribus,
      would lead to downgrade of the Class B Notes to BBB (high)
      (sf).

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

   -- A hypothetical increase of the LGD by 25%, ceteris paribus,
      would lead to downgrade of the Class B Notes to A (sf).

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

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class B Notes to BB (high) (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class B Notes to BB (high) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class B Notes to BB (sf).

   Class C Notes:

   -- A hypothetical increase of the PD by 50%, ceteris paribus,
      would lead to a downgrade of the Class C Notes to BB (high)
      (sf).

   -- A hypothetical increase of the LGD by 50%, ceteris paribus,
      would lead to downgrade of the Class C Notes to BB (high)
      (sf).

   -- A hypothetical increase of the PD by 25%, ceteris paribus,
      would lead to a downgrade of the Class C Notes to BBB (sf).

   -- A hypothetical increase of the LGD by 25%, ceteris paribus,
      would lead to downgrade of the Class C Notes to BBB (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class C Notes to BB (high) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class C Notes to BB (low) (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class C Notes to BB (low) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class C Notes to B (high) (sf).

   Class D Notes:

   -- A hypothetical increase of the PD by 50%, ceteris paribus,
      would lead to a downgrade of the Class D Notes to BB (low).

   -- A hypothetical increase of the LGD by 50%, ceteris paribus,
      would lead to downgrade of the Class D Notes to BB (low)
      (sf).

   -- A hypothetical increase of the PD by 25%, ceteris paribus,
      would lead to a downgrade of the Class D Notes to BB (high)
      (sf).

   -- A hypothetical increase of the LGD by 25%, ceteris paribus,
      would lead to downgrade of the Class D Notes to A (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class D Notes to BB (low) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class D Notes to B (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class D Notes to B (high) (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class D Notes to CCC (sf) rating.

   Class E Notes:

   -- A hypothetical increase of the PD by 50%, ceteris paribus,
      would lead to a downgrade of the Class E Notes to B.

   -- A hypothetical increase of the LGD by 50%, ceteris paribus,
      would lead to downgrade of the Class E Notes to B (high)
      (sf).

   -- A hypothetical increase of the PD by 25%, ceteris paribus,
      would lead to a downgrade of the Class E Notes to BB (low)
      (sf).

   -- A hypothetical increase of the LGD by 25%, ceteris paribus,
      would lead to downgrade of the Class E Notes to BB (low)
      (sf).

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class E Notes to B (sf).

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 25%, ceteris paribus, would lead to
      a downgrade of the Class E Notes to CCC (sf) rating.

   -- A hypothetical increase of the PD by 25% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class E Notes to CCC (sf) rating.

   -- A hypothetical increase of the PD by 50% and a hypothetical
      increase of the LGD by 50%, ceteris paribus, would lead to
      a downgrade of the Class E Notes to CCC (sf) rating.

   Class F Notes:

   -- A hypothetical increase of PD and/or LGD by 25% or 50%,
      either on its own or together would result in the ratings
      of Class F notes to CCC (sf) rating.

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


TOWD POINT 2016-VANTAGE1: S&P Put Prelim. B Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Towd
Point Mortgage Funding 2016-Vantage1 PLC's class A1 to F notes.
At closing, Towd Point will also issue unrated class Z notes, as
well as SDC, DC1, and DC2 certificates.

Towd Point will be a securitization of a pool of first-ranking
owner-occupied and buy-to-let nonconforming residential mortgage
loans, secured on properties in England, Wales, Scotland, and
Northern Ireland.

On or about the closing date the seller, Cerberus European
Residential Holdings B.V., will acquire the equitable and
beneficial interest in the portfolio from Promontoria (Vantage)
Ltd. before on-selling to the issuer.  At closing, the issuer
will purchase the portfolio from the seller and will obtain the
equitable interest and beneficial title to the mortgage loans.
The legal title will remain with Promontoria (Vantage).

Promontoria (Vantage) originally purchased the portfolio from
First National Mortgage Corporation Ltd., FN Mortgages Ltd., GE
Money Consumer Lending Ltd., GE Money Home Lending Ltd., GE Money
Home Finance Ltd., GE Money Mortgages Ltd., GE Money Secured
Loans Ltd., Household Mortgage Corporation Ltd., Igroup Ltd.,
Igroup 2 Ltd., Igroup UK Loans Ltd., Igroup 3 Ltd., Igroup BDA
Ltd., and Maes ECP No. 1 Ltd. (the original sellers). Pepper (UK)
Ltd. will be the servicer.

The portfolio has a weighted-average original loan-to-value ratio
of 80.99%, and a weighted-average seasoning of 10.4 years.  Of
the pool, 38.34% has arrears equal to or greater than one month,
and 13.80% of the pool's loans had previously been restructured
and are not currently in arrears.

S&P treats the class B to D notes as deferrable-interest notes in
its analysis.  Under the transaction documents, the issuer can
defer interest payments on these notes, and any deferral of
interest would not constitute an event of default, even when this
class of notes is the most senior.  While S&P's preliminary
'AAA (sf)' ratings on the class A1 and A2 notes address the
timely payment of interest and the ultimate payment of principal,
S&P's preliminary ratings on the class B to D notes address the
ultimate payment of principal and interest.  The class E and F do
not accrue any interest and our preliminary ratings address the
ultimate payment of principal on these notes.

Interest on the class A1 and A2 notes is equal to three-month
British pound sterling LIBOR plus a class-specific margin.
However, the class B to D notes are somewhat unique in the
European residential mortgage-backed securities market in that
they pay interest based on the lower of the coupon on the notes
(three-month sterling LIBOR plus a class-specific margin) and the
net weighted-average coupon (WAC).  The net WAC on the assets is
based on the interest accrued on the assets (whether it was
collected or not) during the quarter, less senior fees, divided
by the current balance of the assets at the beginning of the
collection period.  The net WAC is then applied to the
outstanding balance of the notes in question to determine the
required interest.

In line with S&P's imputed promises criteria, its preliminary
ratings address the lower of these two rates.  A failure to pay
the lower of these amounts will, for the class B to D notes,
result in interest being deferred.  Deferred interest will also
accrue at the lower of the two rates.  S&P's preliminary ratings
however, do not address the payment of what are termed "net WAC
additional amounts" i.e., the difference between the coupon and
the net WAC where the coupon exceeds the net WAC.  Such amounts
will be subordinated in the interest priority of payments.  In
S&P's view, neither the initial coupons on the notes nor the
initial net WAC are "de minimis", and nonpayment of the net WAC
additional amounts is not considered an event of default under
the transaction documents.  Therefore, S&P do not need to
consider these amounts in its cash flow analysis, in line with
its criteria for imputed promises.

Within the mortgage pool, the loans are linked to the Barclays
Bank PLC base rate (BBBR) (98.50%), which is linked to the Bank
of England base rate (BBR), a variable rate index (1.39%), or a
fixed rate (reverting to a non-tracker variable rate at a later
date) (0.11%).  There will be no swap in the transaction to cover
the interest rate mismatches between the assets and liabilities.
S&P has stressed for basis risk accordingly.

S&P's preliminary ratings reflect its assessment of the
transaction's payment structure, cash flow mechanics, and the
results of S&P's cash flow analysis to assess whether the notes
would be repaid under stress test scenarios.  Subordination and
excess spread (there will be no reserve fund to provide credit
enhancement in this transaction) will provide credit enhancement
to the rated notes that are senior to the unrated notes and
certificates.  Taking these factors into account, S&P considers
that the available credit enhancement for the rated notes is
commensurate with the preliminary ratings assigned.

RATINGS LIST

Towd Point Mortgage Funding 2016-Vantage1 PLC
GBP821.7 Million Residential Mortgage-Backed Notes (Including
Unrated Notes and Certificates)

Class                   Prelim.         Prelim.
                        rating           amount
                                            (%)
A1                      AAA (sf)          55.00
A2                      AAA (sf)           4.00
B-Dfrd                  AA (sf)            6.20
C-Dfrd                  A (sf)             7.00
D-Dfrd                  BBB+ (sf)          4.90
E                       BB+ (sf)           5.50
F                       B (sf)             7.40
SDC cert.               N/A                 N/A
Z                       NR                10.00
DC1 cert.               N/A                 N/A
DC2 cert.               N/A                 N/A

NR--Not rated.
N/A--Not applicable.


TOWD POINT 2016-GRANITE 3: Moody's Rates Class F Notes (P)B2
------------------------------------------------------------
Moody's Investors Service has assigned provisional credit rating
to these notes to be issued by Towd Point Mortgage Funding 2016-
Granite 3 plc:

  GBP Class A Floating Rate Note due [August 2044], Provisional
   Rating Assigned (P)Aaa (sf)

  GBP Class B Floating Rate Note due [August 2044], Provisional
   Rating Assigned (P)Aa2 (sf)

  GBP Class C Floating Rate Note due [August 2044], Provisional
   Rating Assigned (P)A2 (sf)

  GBP Class D Floating Rate Note due [August 2044], Provisional
   Rating Assigned (P)Baa2 (sf)

  GBP Class E Floating Rate Note due [August 2044], Provisional
   Rating Assigned (P)Ba2 (sf)

  GBP Class F Floating Rate Note due [August 2044], Provisional
   Rating Assigned (P)B2 (sf)

Moody's has not rated the subordinated Class Z1 Notes, the Class
Z2 Notes, the SDC Certificates, the DC1 Certificates and the DC2
Certificates.

The GBP [292.4 million] portfolio as of [31 October 2016] is
comprised of [27,212] unsecured personal loans to borrowers in
the UK, which were initially originated by Landmark Mortgages
Limited (formerly Northern Rock plc, Northern Rock (Asset
Management) plc and NRAM plc) as a part of the "Together"
mortgage linked unsecured personal loan product or as a "Mortgage
Plus Unsecured Loan" product offered to borrowers at or about the
same time as they took out a secured mortgage loan.  All of the
loans are unsecured and do not share in or benefit from any
security provided by the borrowers in respect of any linked
mortgage loan. The majority of loans comprising the pool were
originated in the years 2005 through 2007 and hence are [10.5]
years seasoned. Moody's notes that obligations of the borrower
under the unsecured personal loans are independent of the
obligations of the borrower to pay the amounts due under the
associated mortgage loans.

Moody's notes that the majority of loans comprising the
provisional pool are currently financed through two outstanding
warehouse transactions rated by Moody's since December 2015
("Neptune Unsecured Warehouse 1 Limited" and "Neptune Unsecured
Warehouse 2 Limited").  Additionally, Moody's has recently
assigned ratings to transactions financing the associated
mortgage products: "Towd Point Mortgage Funding 2016-Granite 1
plc", rated in April 2016, and "Towd Point Mortgage Funding 2016-
Granite 2 Plc", rated in November 2016.

                         RATINGS RATIONALE

The rating of the Notes are based on an analysis of the
characteristics of the underlying unsecured loan pool, sector
wide and originator specific performance data, protection
provided by credit enhancement, the roles of external
counterparties including the delegated servicer and the
structural features of the transaction.

   -- Default and PCE Analysis

Moody's determined the portfolio credit enhancement ("PCE") of
[45.7]%, the portfolio expected defaults of [24.4]% and expected
recovery of [5]% as input parameters for Moody's cash flow model,
which is based on a probabilistic lognormal distribution.
Moody's notes that [8.34%] of the pool at closing already falls
automatically under the default definition of the transaction
specified as being 12 months or more in arrears.  The entire
portfolio is being sold at par, whereby Class Z2 Notes (NR) are
being issued to fund the purchase of the [8.34%] pool already in
default.  Consequently, Moody's asset assumptions apply to the
non-defaulted balance of [91.66%] of the pool.

Portfolio expected defaults of [24.4]%: this is higher than the
EMEA unsecured loans average and is based on Moody's assessment
of the lifetime loss expectation for the pool taking into account
(i) the collateral performance of unsecured personal loans, as
provided by Landmark, (ii) the current macroeconomic environment
in the UK and the potential impact of future interest rate rises
on the performance of the unsecured loans, (iii) relatively high
share of loans related to borrowers with history of past or
current litigation and (iv) benchmarking with comparable
transactions in the UK market.

PCE of [45.7]%: This is higher than the EMEA unsecured loans
average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers (i) the
historic collateral performance described above; and (ii) the
loan characteristics of the pool being part of the Together loans
for which a mortgage balance is outstanding.

   -- Operational Risk Analysis

Landmark is the contractual servicer delegating all its servicing
to Computershare Mortgage Services Limited ("Computershare", Not
rated).  A back up servicer Topaz Finance Limited ("Topaz", Not
rated), back up delegated servicer Western Mortgage Services
Limited ("WMS", Not rated, part of Capita) and back up servicer
facilitator (Wilmington Trust SP Services (London) Ltd) will be
appointed at closing.  Topaz and Computershare are both owned by
Computershare Investments (No3) Limited.  If Computershare is
insolvent or defaults on its obligations under the back-up
delegated servicing agreement WMS will step in as delegated
replacement servicer and execute a delegated replacement
servicing agreement.  If the back-up servicer Topaz is insolvent
or defaults a replacement back-up servicer will be appointed.  In
case Topaz already acts in the role of replacement servicer, the
back-up servicer facilitator will on a reasonable endeavours
basis select a replacement within 30 days (to be appointed by the
Issuer).  The relevant backup servicer is required to step in
within 90 days and perform the duties of the servicer or
delegated servicer (as applicable) if, amongst other things, the
servicer and/ or delegated servicer is insolvent or defaults on
its obligations under the servicing agreement or delegated
servicing agreement.

Elavon Financial Services DAC, UK Branch (subsidiary of Elavon
Financial Services DAC (Aa2/P-1)) is appointed as cash manager.
There will be no back up cash manager in place at closing.  To
help ensure continuity of payments the deal contains estimation
language whereby the cash flows will be estimated from the three
most recent servicer reports should the servicer report not be
available.

The collection account under the name of the servicer is held at
National Westminster Bank PLC ("NATWEST") (A3/P-2/A3(cr)).  There
is a declaration of trust over the collection account in favor of
the Issuer and a daily sweep of the funds held in the collection
account into the issuer account bank.  In the event NATWEST
rating falls below Baa3, the collection account will be
transferred to an entity rated at least Baa3.  The issuer account
bank provider is Elavon Financial Services DAC, UK Branch
(subsidiary of Elavon Financial Services DAC (Aa2/P-1)) with a
transfer requirement if the rating of the account bank falls
below A3.

   -- Transaction structure

The transaction is a static transaction.  There is no funded
liquidity reserve fund in place at closing.  On and from the
step-up date (Nov 2019 or circa 3 years from closing) the
liquidity reserve fund will be credited with amounts up to 1.7%
of the total Class A outstanding balance (subject to a floor of
1.0% of original Class A outstanding balance at closing) and can
be used to pay senior fees and interest on Class A.  Prior to the
step up date and until that liquidity reserve fund target is
reached liquidity is provided via a 365 day revolving liquidity
facility equal to 1.7% of the total Class A outstanding balance
provided by Wells Fargo Bank, National Association, London Branch
(Wells Fargo Bank, N.A (Aa1/P-1/Aa1(cr)).  On and from the step-
up date the liquidity facility commitment reduces as amounts are
credited to the liquidity reserve fund.  At closing, the
liquidity facility provides approx. [three] months of liquidity
to the Class A assuming Libor of [5.0]%.  Principal can be used
as an additional source of liquidity to meet shortfall on senior
fees and interest on the most senior outstanding Class.  In
addition, Moody's notes that unpaid interest on the Class B, C,
D, E and F is deferrable. Non-payment of interest on the Class A
Notes constitutes an event of default.

Interest on the Notes (excluding Class A) is subject to a Net
Weighted Average Coupon (Net WAC) Cap.  Net WAC additional
amounts are paid junior in the revenue waterfall being the
difference between the Class B, C, D, E and F stated coupon and
the Net WAC Cap.  Net WAC additional amounts occur if interest
payments to the respective Notes are greater than the Net WAC
Cap.  Moody's ratings assigned to the Class B, C, D, E and F do
not address the payment of Net WAC additional amounts.

Moody's note that the Net WAC Cap formula defined in the deal
divides the scheduled weighted average loan rate net of fees by
the proportion of the rated notes to the aggregate current
balance of the loans, the latter itself defined as the aggregate
balance of all loans including loans that are less than 36 months
in arrears.  Consequently, all other factors being equal, should
actual write-offs occur at a faster rate and below the 36 month
calculation cut-off, or should the aggregate current balance of
the loans become less than the rated notes, the Net WAC Cap
calculation result would decrease and potentially reduce the size
of promised interest payment to be received by investors under
the Class B through Class F floating rate Notes to below their
stated coupon and furthermore below the scheduled WAC of the
pool. Moody's views the likelihood of such scenario as consistent
with the ratings of the Notes.

   --Interest Rate Risk Analysis

As there are no swaps in the transaction, Moody's has modelled
the spread taking into account the minimum margin covenant of
Libor plus 2.4%.  Due to uncertainty on enforceability of this
covenant, Moody's has taken the view not to give full credit to
this covenant.  Instead, Moody's has stressed the interest rate
of the pool by assuming that loans revert to SVR yield equal to
Libor + 2.0%.

LOSS AND CASH FLOW ANALYSIS:

Moody's used its cash-flow model Moody's ABSROM as part of its
quantitative analysis of the transaction.  Moody's ABSROM model
enables users to model various features of a standard European
ABS transaction including the specifics of the loss distribution
of the assets, their portfolio amortisation profile, yield as
well as the specific priority of payments, swaps and reserve
funds on the liability side of the ABS structure.

STRESS SCENARIOS:

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed.  The
analysis assumes that the deal has not aged and is not intended
to measure how the rating of the security might migrate over
time, but rather how the initial rating of the security might
have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA ABS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model. If the portfolio expected defaults were increased
from [24.4]% of current non-defaulted balance to [29.2]% of
current non-defaulted balance, and the PCE was increased from
[45.7]% to [54.9]%, the model output indicates that the Class A
Notes would achieve a (P)Aa2(sf) assuming that all other factors
remained equal.

Moody's issues provisional ratings in advance of the final sale
of securities and the above rating reflects Moody's preliminary
credit opinions regarding the transaction only.  Upon a
conclusive review of the final documentation and the final note
structure, Moody's will endeavor to assign a definitive rating to
the above notes.  A definitive rating may differ from a
provisional rating.

The principal methodology used in these ratings was Moody's
Approach to Rating Consumer Loan-Backed ABS published in
September 2015.

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

Factors that would lead to an upgrade of the ratings of the
Notes:

  Factors that would lead to an upgrade of the ratings include
   economic conditions being better than forecast resulting in
   better-than-expected performance of the underlying collateral
   or higher actual recoveries than initially assumed.

Factors that would lead to a downgrade of the ratings of the
Notes:

  Factors that would lead to a downgrade of the ratings include
   economic conditions being worse than forecast resulting in
   worse-than-expected performance of the underlying collateral,
   deterioration in the credit quality of the counterparties and
   unforeseen legal or regulatory changes


WATERFIELD'S BAKERS: To Shut Down Atherton Store on Market Street
-----------------------------------------------------------------
Leigh Journal reports that Bakers Waterfields has confirmed the
Atherton store on Market Street is set to close.

The well-known north west business announced 11 branches across
the region would be affected in a move to reduce costs, Leigh
Journal relates.

According to Leigh Journal, in total 70 staff will lose their
jobs as closures take place in areas including St Helens, Wirral
and Ormskirk.

As reported by the Troubled Company Reporter-Europe on Dec. 5,
2016, St Helens Star related that Richard Waterfield, a director
of the company, said: "Waterfield's Bakers and Confectioners,
operating from its head office in Leigh, with 45 shops in the
North West, has instructed Julien Irving --
julien.irving@leonardcurtis.co.uk -- and John Titley of Leonard
Curtis to propose a Company Voluntary Arrangement with its
creditors.

"The purpose of the proposal is to implement a turn-around
strategy of the business, with a view to closing 11 stores and
reducing its staff costs by way of a redundancy programme.

"The family-run business which was established in 1926 has been
experiencing challenging market conditions which has adversely
impacted on the performance of certain stores and the business as
a whole.

"The proposed restructuring of our operations will enable us to
make the necessary changes to return the Company to
profitability."

A meeting of creditors is to be held in Manchester on December
20, 2016, St Helens Star disclosed.


                            *********

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

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

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


                 * * * End of Transmission * * *