TCREUR_Public/170209.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, February 9, 2017, Vol. 18, No. 29


                            Headlines


B U L G A R I A

UNICREDIT BULBANK: S&P Withdraws 'BB+/B' Counterparty Ratings


G R E E C E

GREECE: IMF Says EU Faces Crisis as Debts on "Explosive" Path


I R E L A N D

CVC CORDATUS VIII: S&P Assigns Prelim. B- Rating to Cl. F Notes


I T A L Y

MERCURY BONDCO: S&P Revises Outlook to Neg. & Affirms 'B' Rating
* Italian RMBS 60+ and 90+ Day Delinquencies Down in Nov. 2016


L U X E M B O U R G

INEOS GROUP: S&P Raises CCR to 'BB-' on Debt Reduction


N E T H E R L A N D S

DELFT 2017 BV: DBRS Finalizes Cl. E Notes BB Provisional Rating
YELLOW MAPLE: S&P Affirms 'B' Long-Term CCR, Outlook Stable


P O L A N D

BANK BPH: Moody's Withdraws Ba2 Issuer Ratings


S P A I N

OBRASCON HUARTE: Moody's Says Credit Profile Still Under Pressure


U K R A I N E

FERREXPO PLC: S&P Raises CCR to 'B-' as Prices Rally


U N I T E D   K I N G D O M

AEI CABLES: GMB Union Reiterates Call for Probe Into Collapse
BRADFORD BULLS: Finally Enters Liquidation
CO-OPERATIVE BANK: Chairman Refuses to Rule Out Capital Injection
IHS MARKIT: S&P Assigns 'BB+' Rating to Proposed $500MM Notes
LLOYDS BANKING: Fitch Affirms BB+ Rating on Sub. Tier 1 Debt

MIZZEN MIDCO: Moody's Hikes Corporate Family Rating to B1
MORRIS MOTOR: Goes Into Liquidation
NATIONWIDE BUILDING: Fitch Affirms 'BB+' Rating on Tier 1 Debt
ROYAL BANK: Fitch Affirms 'BB-' Convertible Capital Notes Rating
RSA INSURANCE: To Dispose GBP834MM Mil. of Legacy Liabilities

SMARTDRIVE: Gone Into Liquidation after 30 Years
SPRINGHEALTH LEISURE: Closed by Liquidators Due to Mounting Debts
TATA STEEL UK: European Steel Business Returns to Profit


                            *********



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


UNICREDIT BULBANK: S&P Withdraws 'BB+/B' Counterparty Ratings
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' long- and short-term
counterparty credit ratings on Bulgaria-based UniCredit Bulbank.

S&P subsequently withdrew all ratings at the bank's request.

The outlook at the time of withdrawal was stable.

The affirmation reflected S&P's unchanged assessment of the
bank's 'bb' anchor, its strong business position, adequate
capital and earnings as well as risk and liquidity positions, and
its average funding profile.

At the time of the withdrawal, the outlook on UniCredit Bulbank
was stable.

The bank has no rated debt outstanding.


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


GREECE: IMF Says EU Faces Crisis as Debts on "Explosive" Path
-------------------------------------------------------------
Tim Wallace, Szu Ping Chan, Peter Foster and Steven Swinford at
The Telegraph report that the EU faces a looming crisis which
could threaten the sustainability of the eurozone as the
International Monetary Fund has warned Greece's debts are on an
"explosive" path, despite years of attempted austerity and
economic reforms.

According to The Telegraph, global financiers at the IMF are
increasingly unwilling to fund endless bailouts for the
eurozone's most troubled country, passing more of the burden onto
the EU -- at a time when Germany does not want to keep sending
cash to Athens.

The assessment opens up a fresh split with Europe over how to
handle Greece's massive public debts, as the IMF called on Europe
to provide "significant debt relief" to Greece -- despite
Greece's EU creditors ruling out any further relief before the
current rescue programme expires in 2018, The Telegraph notes.

According to The Telegraph, Jeroen Dijsselbloem, the Eurogroup
President repeated that position on Feb. 7, saying there would be
no Greek debt forgiveness and dismissing the IMF assessment of
Greece's growth prospects as overly pessimistic.

The renewed divisions over how to handle the Greek debt crisis
has raised fresh questions over whether the IMF will be a full
participant in the next phase of the Greek rescue -- a key
condition for backing from the German and Dutch parliaments, The
Telegraph discloses.

Greek GDP has started to grow, expanding by an estimated 0.4%
last year, but it is on a very weak path, The Telegraph states.
IMF economists expect the country to grow at less than 1% per
year over the long-term, which is too low for it to pay down its
debts, The Telegraph says.  According to The Telegraph, the IMF
believes that that means Greece's "public debt remains highly
unsustainable, despite generous official relief already provided
by its European partners," the IMF believes.

Even if the country successfully implements all of its planned
financial and economic reforms -- which has been a struggle so
far -- its debt is projected to fall to from 179% of GDP a year
ago to 160% of GDP by 2030 "but become explosive thereafter", The
Telegraph notes.

According to The Telegraph, the IMF warned on Feb. 7. "Greece
cannot be expected to grow out of its debt problem, even with
full implementation of reforms."

Despite Eurogroup protestations that the Greek bailout was
sustainable, the IMF estimates that by 2060 its debts will amount
to a crushing 275% of GDP, The Telegraph discloses.


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


CVC CORDATUS VIII: S&P Assigns Prelim. B- Rating to Cl. F Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to CVC
Cordatus Loan Fund VIII DAC's class A-1, A-2, B-1, B-2, C, D, E,
and F notes.  At closing, the issuer will also issue unrated
subordinated notes.

The preliminary ratings assigned to the 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 and
      portfolio profile 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.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.  The portfolio's reinvestment period will end
approximately four years after closing.

S&P's preliminary ratings reflect its assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B+' rating.  S&P considers that the portfolio
at closing will be well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds.  Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
collateralized debt obligations.

In S&P's cash flow analysis, it used the EUR400 million target
par amount, the covenanted weighted-average spread (4.10%), the
covenanted weighted-average coupon (5.00%), and the target
minimum weighted-average recovery rate at the 'AAA' rating level
as indicated by the collateral manager.  S&P applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for
each liability rating category.

Bank of New York Mellon, London Branch is the bank account
provider and custodian.  At closing, S&P anticipates that the
documented downgrade remedies will be in line with its current
counterparty criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, it considers that the transaction's
exposure to country risk is sufficiently mitigated at the
assigned preliminary rating levels.

At closing, S&P considers that the issuer will be bankruptcy
remote, in accordance 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

Preliminary Ratings Assigned

CVC Cordatus Loan Fund VIII DAC
EUR415.60 Million Secured Floating- and Fixed-Rate Notes

Class            Prelim.         Prelim.
                 rating          amount
                                (mil. EUR)

A-1              AAA (sf)         206.00
A-2              AAA (sf)          30.00
B-1              AA (sf)           46.00
B-2              AA (sf)           10.00
C                A (sf)            24.00
D                BBB (sf)          20.80
E                BB (sf)           22.20
F                B- (sf)           11.00
Sub.             NR                45.60

NR--Not rated.
Sub.--Subordinated.


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


MERCURY BONDCO: S&P Revises Outlook to Neg. & Affirms 'B' Rating
----------------------------------------------------------------
S&P Global Ratings revised to negative from stable its outlook on
Mercury BondCo PLC, the issuing vehicle established by Istituto
Centrale delle Banche Popolari Italiane SpA's (ICBPI) acquirers.
S&P also affirmed its 'B' long-term rating on Mercury BondCo and
S&P's 'B' rating on the existing payment-in-kind (PIK) toggle
notes.  Based on the preliminary offering memorandum, S&P
assigned its 'B' rating to the PIK notes Mercury BondCo intends
to issue to finance the acquisitions.  This rating is subject to
S&P's review of the notes' final documentation.

On Feb. 1, 2017, ICBPI agreed to buy the acquiring business of
Deutsche Bank Italy and on Feb. 3, it agreed to buy the acquiring
business of Monte dei Paschi.  It had also announced the
acquisition of payment processing operator Bassilichi last
December.  The transactions will be financed through the issuance
of EUR600 million payment-in-kind (PIK) notes by Mercury BondCo,
the issuing vehicle established by ICBPI's acquirers, combined
with EUR139 million in cash from ICBPI.  The former will further
increase double leverage at Mercury BondCo and the latter will
reduce the potential capital available to ICBPI for distribution.

S&P also affirmed its 'BB-/B' long- and short-term counterparty
credit ratings on ICBPI and its core subsidiary CartaSi SpA.  The
outlook is stable.

The negative outlook reflects S&P's view that Mercury BondCo's
leverage profile will deteriorate as a result of the recently
announced acquisitions and may not recover over the next few
years.  ICBPI has signed agreements to buy the acquiring business
of Monte dei Paschi and Deutsche Bank and the payment activities
of Bassilichi SpA.  ICBPI will fund these transactions in part by
issuing EUR600 million PIK fixed-rate toggle notes through
Mercury BondCo and in part from cash on its balance sheet.  This
will increase the double leverage at the holding company level --
which S&P calculates as Mercury BondCo's total investment in the
subsidiaries, divided by the equity invested -- to 240% from an
estimated 200% at year-end 2016.

In S&P's base-case scenario, it assumes that ICBPI and Mercury
Payments and Processing (formerly Setefi and IntesaSanpaolo
Processing) will generate a flow of dividends that will enable
Mercury BondCo's leverage to gradually recover to about 220% in
2019.  The negative outlook reflects the risk that this might not
happen, particularly if the group proceeds with further debt-
financed acquisitions in the coming quarters.  S&P considers that
the current low-yield environment encourages funding any
potential transactions by debt, as the group has already
demonstrated.

The affirmation of S&P's ratings on ICBPI mainly reflects S&P's
expectation that the regulator would likely prevent any excess
dividend to Mercury or the use of capital to make further
acquisitions that could impair ICBPI's regulatory requirements.
Consequently, S&P anticipates that risk-adjusted capital will
remain above 5% over the next 12 months.  Following the
transactions, S&P expects ICBPI's core Tier 1 ratio to decrease
to 15% from 20%, close to the level agreed with the Bank of Italy
in 2015, when ICBPI was acquired by a consortium of private-
equity companies -- comprising Bain, Clessidra, and Advent
Capital.

S&P considers that the transactions ICBPI has announced will have
strategic benefits, and will further consolidate ICBPI's leading
position in the payment and credit card business in Italy.  Its
position is already the main supporting factor for our rating.
S&P also expects that the acquisitions could generate further
synergies, in the form of cost savings and additional revenue.

S&P's 'B' long-term rating on Mercury BondCo is based on S&P's
view that it is an issuing vehicle of a nonoperating holding
company (NOHC).  Under S&P's group rating methodology for NOHCs,
the gap between the issuer credit rating (ICR) on a NOHC and the
operating companies is at least two notches when the group credit
profile is lower than 'bbb-'.  S&P's assessment incorporates the
subordination of Mercury BondCo to ICBPI (especially given the
latter's regulated nature) and Mercury BondCo's debt-servicing
ability.

S&P usually derives the ICR on a NOHC by applying standard
notching down from the group's main operating entity.  This
reflects the reliance of the NOHC on dividend distributions from
the operating company to meet its obligations, as well as
supervisory barriers to payments, potentially different treatment
in a default situation, and the structural subordination of NOHC
obligations to those at the operating company level.

The stable outlook on ICBPI mainly reflects S&P's view that the
ratings already incorporate most of the risks S&P sees for
ICBPI's performance over the next 12 months.  In particular, it
factors in S&P's expectations that ICBPI's risk-adjusted capital
(RAC) ratio will remain above 5%, and that the regulator would
prevent excessive dividend distribution to the NOHC.

Consequently, S&P could lower the ratings on ICBPI if it expected
ICBPI's solvency to significantly deteriorate, and its projected
RAC ratio to fall below 5%.

S&P could consider upgrading ICBPI if it anticipated that the
double leverage at the NOHC would materially diminish or if S&P
expected ICBPI to maintain its RAC ratio sustainably above 7%
over the next two years.

The negative outlook on Mercury BondCo reflects S&P's view that
it could lower the rating on Mercury over the next 12 months if
S&P no longer expected the double leverage to decrease to around
220% in the coming years.  This could occur if the flow of
dividends from subsidiaries was lower than expected or if ICBPI
made additional acquisitions that were mainly financed through
new debt.  In such a case, S&P would most likely widen the
notching difference between the group credit profile and S&P's
rating on Mercury BondCo.

S&P might revise the outlook on Mercury BondCo to stable if S&P
was more confident that its double leverage would gradually
contract in line with S&P's expectations, and the outlook on
ICBPI remained stable.


* Italian RMBS 60+ and 90+ Day Delinquencies Down in Nov. 2016
--------------------------------------------------------------
The 60+ day delinquencies in the Italian residential mortgage-
backed securities (RMBS) market marginally decreased to 1.9% in
November 2016 from 2.0% in August 2016, and the 90+ day
delinquency index slightly declined to 1.4% in 2016 from 1.5% in
August 2016, according to the latest indices published by Moody's
Investors Service.

The index of cumulative defaults increased slightly to 5.0% in
November 2016 from 4.9% in August 2016.

The prepayment rate index decreased to 5.4% in November 2016 from
6.5% in August 2016.

As of November 2016, Moody's rated 104 transactions in the
Italian RMBS market, with a total outstanding pool balance of EUR
51.9 billion, a 1.5% decrease from EUR 52.7 billion in August
2016.

As of November 2016, the reserve funds of 27 transactions, 10 of
which are fully drawn, were below their target levels.

For the latest publications, please refer to Related Research tab
of the index report: Italian RMBS Indices -- November 2016
(http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF447622).


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


INEOS GROUP: S&P Raises CCR to 'BB-' on Debt Reduction
------------------------------------------------------
S&P Global Ratings said that it raised its long-term corporate
credit ratings on Ineos Group Holdings S.A. and Ineos Holdings
Ltd. to 'BB-' from 'B+'.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue'-level ratings to
Ineos' proposed loan B tranches due in 2022 and 2024 (including
both euro and US$ equivalent EUR575 million term loan B due 2024,
EUR1,326 million term loan B due 2022, and EUR1,934 million due
2022).  The recovery rating remains at '2', indicating S&P's
expectation of recovery in the lower half of the 71%-90% range in
the event of a default.

S&P raised the issue rating on the 2023 (EUR770 million) senior
secured notes to 'BB' from 'BB-'.  The recovery rating remains
'2', indicating S&P's expectation of recovery in the lower half
of the 71%-90% range in the event of a default.

S&P also raised its issue-level rating on the group's 2024 senior
unsecured notes (EUR650 million and US$445 million) to 'B' from
'B-'.  The recovery rating on this debt remains '6', indicating
S&P's expectation of negligible recovery (0%-10%) in a default
scenario.

The upgrade reflects Ineos' robust operating performance and
strong cash flow generation in 2016, the significant
EUR1.2 billion reduction in gross debt as part of the proposed
transaction, and management's commitment to maintaining a higher
rating.

S&P expects annual interest payments to be EUR100 million lower
as a result of the transaction, improving Ineos' funds from
operations (FFO) cash interest coverage to about 6x-7x in 2017
and 2018 from 4.0x in 2015.

At the same time, S&P forecasts the group's adjusted debt to
EBITDA ratio in 2017 and 2018 at 3x-3.5x despite the less-
supportive industry conditions S&P anticipates compared to the
last two years. (S&P views adjusted debt to EBITDA of 4x as
commensurate for the rating.)  S&P forecasts that Ineos' adjusted
debt will decrease to EUR6.2 billion at year-end 2017 compared to
EUR8.2 billion at year-end 2015.  S&P expects that it will
further decline thereafter due to the accumulation of cash in
light of the company's strong FOCF generation of EUR0.7 billion-
EUR0.9 billion per year.

S&P looks favorably on management's commitment to maintaining a
higher rating and believe that its significant repayment of debt
demonstrates this.  S&P expects that Ineos will balance capital
expenditures and M&A to preserve credit metrics in line with the
rating.

S&P's view of Ineos' business risk profile as fair takes into
account the group's cost-competitive, large-scale integrated
petrochemical sites in the U.S. and Europe, access to low-priced
ethane for its U.S. cracker and polyolefin plants, and sizable
and diversified chemical intermediate segment (phenols, nitriles,
oxides, and oligomers).  For instance, Ineos holds leading global
positions in acrylonitrile, phenol, and acetone as well as poly-
alpha olefins.  It is also Europe's fourth-largest producer of
ethylene (even following the transfer of Grangemouth assets
outside of the group) and second-largest producer of propylene.

Ineos' improved profitability over the cycle further supports
S&P's assessment of the business.  In the U.S., its profitability
is enhanced by the U.S. Chocolate Bayou cracker's access to
competitively priced U.S. ethane (the cracker can run on 95% of
natural gas liquids), while in Europe the company remains a net
buyer of ethylene, which--coupled with the carve-out of
Grangemouth assets--has facilitated higher capacity utilization
rates.  S&P also anticipates profitability of European olefin and
polyolefin activities to strengthen on the basis of Ineos' U.S.
ethane imports to operate its Rafnes cracker and by the weaker
euro.

Ineos' key business weaknesses include the substantial
cyclicality of its petrochemical profits, the company's exposure
to the slow recovery of European economies and, in S&P's view,
the continued challenging supply/demand outlook for base
petrochemicals in the region.  These weaknesses would prevail
even if profits soared during 2016 on the back of tight supplies
caused by plant outages and rising demand.  Also, European
petrochemical assets tend to be weaker than U.S. or Middle
Eastern producers, which benefit from cheaper feedstock.

In S&P's base case for Ineos, S&P assumes:

   -- S&P Global Ratings' economic assumptions, including world
      GDP growth of 3.5% in 2017 and 3.6% in 2018 and a euro-to-
      U.S. dollar exchange rate averaging US$0.94 in 2017 and
      US$0.93 in 2018.

   -- An oil price for WTI and Brent of US$50/barrel for 2017,
      US$50/barrel in 2018, and US$55/barrel in 2019.

   -- Following record margins in 2015 and 2016, S&P anticipates
      that industry conditions could deteriorate in later 2017
      and 2018.

   -- Gradually rising feedstock costs in Europe could steepen
      the global cost curve and widen the competitive gap between
      European petrochemical producers and their peer in
      feedstock-advantaged regions such North America and the
      Middle East.

   -- S&P factors in a positive impact from Ineos LNG imports to
      Europe on its average feedstock costs.

   -- A deterioration in the global supply/demand balance and
      lower utilization rates in Europe in 2017 and 2018 due to
      significant capacity additions in North America in late
      2017 and in 2018.

   -- Capital expenditures of EUR0.5 billion per year.

   -- Dividends below EUR100 million per year.

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

   -- Adjusted EBITDA of EUR2.4 billion in 2016 and
      EUR1.7 billion-EUR2.0 billion 2017 and 2018.
   -- Adjusted debt to EBITDA of about 2.8x in 2016 and 3.0x-3.5x
      in 2017 and 2018.
   -- FFO cash interest coverage of about 6x-7x in 2017 and 2018,
      up from 4.0x in 2015.

The stable outlook reflects S&P's view that Ineos' EBITDA should
remain fairly resilient at about EUR1.7 billion-EUR2.0 billion in
2017 and 2018, despite S&P's view that industry conditions could
deteriorate over 2017.  This view stems from S&P's base-case
scenario of gradually increasing oil prices steepening the global
cost curve and significant capacity additions in North America
are expected to come on-stream towards the end of 2017 and in
2018.

S&P forecasts that Ineos will generate material positive FOCF of
EUR700 million-EUR900 million, even under mid-cycle conditions in
2017 and 2018.  S&P looks favorably on management's commitment to
balance capital expenditures and M&A to preserve a ratio of
adjusted debt to EBITDA below 4x over the industry cycle, or
3.0x-3.5x if industry conditions are supportive, which S&P views
as commensurate with the 'BB-' rating.

Rating pressure could arise if Ineos' ratio of adjusted debt to
EBITDA were to materially exceed 4.0x over the industry cycle
without near-term recovery prospects.  This could result from,
for example, EBITDA declining to below EUR1.5 billion or a
material change in the group's financial policy (such as if Ineos
were to engage in large-scale, debt-financed M&A or a significant
dividend payout).

S&P currently views further rating upside as remote, given its
expectation of a deterioration in the industry environment toward
mid-cycle conditions in 2017 and 2018 and the absence of a
commitment for further gross debt reduction in the near term.  In
the medium term, S&P do not exclude the possibility of another
upgrade, which would depend on commitment from management to
partly use free cash flow for debt reduction.  At the 'BB' level,
S&P would likely expect adjusted debt-to-EBITDA ratios of 2.0x-
2.5x when industry conditions are supportive and less than 3.0x
on average during mid-cycle conditions.



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


DELFT 2017 BV: DBRS Finalizes Cl. E Notes BB Provisional Rating
---------------------------------------------------------------
DBRS Ratings Limited on January 23 finalized the provisional
ratings assigned to the securitization notes issued by Delft 2017
B.V. (Delft 2017 or the Issuer):

-- Class A notes rated AAA (sf)
-- Class B notes rated AA (sf)
-- Class C notes rated A (sf)
-- Class D notes rated BBB (sf)
-- Class E notes rated BB (low) (sf)

The Class A notes are rated for timely payment of interest and
ultimate payment of principal. The Class B notes, Class C notes,
Class D notes and Class E notes are rated for ultimate payment of
interest, subject to the net weighted-average coupon cap (Net WAC
Cap), and ultimate payment of principal.

Delft 2017 is a securitisation of a portfolio of first-lien
mortgage loans located in the Netherlands, originated by ELQ
Portefeuille I B.V. between 2006 and 2008. All of the mortgage
loans in the Delft 2017 collateral pool were previously
securitised in EMF-NL 2008-1 B.V. (EMF 2008), which was redeemed
on the interest payment date on 17 January 2017. The loans are
non-conforming, with significant levels of borrowers with adverse
credit history, self-certified income and/or borrowers without
employment at origination. Akin to other mortgage portfolios in
the Netherlands, the collateral pool comprises interest-only
loans (99.75%) with high loan-to-value ratios (LTV); the
weighted-average current LTV is 97.65%.

The transaction's capital structure provides 37.23% of credit
enhancement to the Class A notes in the form of subordination of
the Class B notes (12.20% in size of the total issuance), the
Class C notes (4.75% in size of the total issuance), the Class D
notes (4.75% in size of the total issuance), the Class E notes
(5.80% in size of the total issuance), the Class Z notes (9.00%
in size of the total issuance) and a non-liquidity reserve fund
(NLRF), which is 0.73% in size of the aggregate collateral
balance at closing. The Class B, C, D and E notes have 25.03%,
20.28%, 15.53% and 9.73% of credit enhancement at closing,
respectively. The Class Z notes are not rated.

The transaction structure is supported by an amortising reserve
fund, which is 2% of the aggregate balance of the collateral at
closing. This reserve fund is divided into a liquidity reserve
fund (LRF) and the NLRF. Liquidity support to pay shortfalls in
payment of senior fees and Class A interest payments is provided
by the LRF. The LRF is equal to 2% of the outstanding Class A
notes' balance, subject to a floor of 1% of the initial Class A
notes' balance. The remaining balance of the reserve fund forms
the NLRF. When all of the Class A notes are redeemed in full, the
target amount for the LRF will reduce to zero, and any amount
remaining in the LRF will add to the NLRF. Further liquidity for
the rated notes is provided by the NLRF and principal receipts
from the mortgage loans, which can be used to pay interest
shortfalls on the rated notes, subject to principal deficiency
ledger (PDL) conditions. The amount in the NLRF can also be used
to reduce the debit balances of the PDLs and thus provides credit
support to the rated notes.

The terms and conditions on the notes allows for deferral of
interest on the Class B, Class C, Class D and Class E notes if
available revenue funds are insufficient to cover such payments.
As such, the events of default definition does not encompass the
situation where timely payment of interest is not achieved on an
interest payment date during the life of the notes. Interest on
the Class B, Class C, Class D and Class E notes is subject to a
Net WAC Cap defined as the gross weighted-average coupon that is
due but not necessarily paid on the mortgage portfolio, net of
senior fees, divided by the outstanding rated note balance as a
percentage of the outstanding mortgage portfolio balance. DBRS's
ratings do not address payments of the Net WAC Cap additional
amounts, which are the amounts accrued and become payable junior
in the revenue and principal waterfalls if the coupon due on a
series of notes exceeds the applicable Net WAC Cap. Net WAC Cap
additional amounts will accrue interest at the lower of the Net
WAC Cap or the applicable coupon. 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 (which falls
on the interest payment date in January 2020), 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, outstanding fees and any Net WAC Cap
additional.

The mortgage portfolio aggregates EUR 155.82 million (as of 31
December 2016) with an aggregate original balance of EUR 157.35
million. The portfolio benefits from approximately nine years of
seasoning during which time borrowers have benefited from
decreasing interest rates since 2008. The loans are floating-rate
loans where the interest rate payable is indexed to one-month
EURIBOR, with the exception of two loans that are still in an
initial fixed-rate period prior to switching to track one-month
EURIBOR. The coupon on the rated notes is linked to three-month
EURIBOR; hence, there is a basis risk that is unhedged in the
transaction. DBRS has used interest rate stresses for the two
indices per its "Unified Interest Rate Model for European
Securitisations" to test the effect of the unhedged basis risk on
the cash flows of the transaction. DBRS considers the risk of
negative interest rates on the mortgage receivables to be
mitigated as the servicer undertakes to floor the interest
payable on the loans at zero percent.

Adaxio B.V. (Adaxio) is the named servicer and is responsible for
the oversight and monitoring of Stater Nederland B.V. as the
delegated primary servicer. All special servicing activity will
continue to be undertaken by Adaxio. DBRS assumes that all
servicing responsibilities will be managed by Adaxio in the
future; however, no specific timeframe for the takeover has been
discussed. The servicing arrangement is considered to be
consistent with Dutch servicing practices. Remaining consistent
with the current arrangement, all mortgage collections will be
deposited via direct debit to a bankruptcy-remote "Stichting"
collection foundation account held with ABN AMRO Bank N.V. (with
a DBRS Long Term Critical Obligations Rating of AA (COR) and a
Long-Term Debt & Deposits rating of A (high)), which acts as the
collections account bank and the Issuer account bank. The minimum
rating criteria, downgrade provisions and collections' sweep
timing leads DBRS to conclude that ABN AMRO Bank N.V. meets the
criteria to act in such a capacity in line with DBRS's "Legal
Criteria for European Structured Finance Transactions".

DBRS has applied two default timing curves (front-ended and back-
ended), its prepayment curves (low, medium and high conditional
prepayment rate (CPR) assumptions) and interest rate stresses as
per the DBRS "Unified Interest Rate Model for European
Securitisations" methodology. DBRS applied an additional 0% CPR
stress. DBRS's cash flow analysis found that the junior notes
were highly sensitive in scenarios when a high CPR of 20% is
assumed. For the provisional rating analysis, the Class C and
Class E notes showed principal shortfalls in the scenario with
rising interest rates, front-loaded defaults and 20% CPR
assumptions. The Class D notes showed principal shortfalls in two
scenarios where the assumptions included rising and declining
interest rates, front-ended defaults and a 20% CPR. The
provisional rating committee elected to discount the scenarios,
as the prepayment risk is considered low in this transaction.
However, the final margins for each class of notes were lower
than those assumed in the provisional rating analyis. As a
result, principal shortfalls did not occur for any of the notes
in the final rating analysis.

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

As a result of the analytical considerations, DBRS derived a Base
Case probability of default (PD) of 19.80% and loss given default
(LGD) of 38.13%, which resulted in an expected loss of 7.75%
using the European RMBS Credit Model. DBRS cash flow model
assumptions stress the timing of defaults and recoveries,
prepayment speeds and interest rates. Based on a combination of
these assumptions, a total of 16 cash flow scenarios were applied
to test the capital structure and ratings of the notes. The cash
flows were analysed using Intex DealMaker.


YELLOW MAPLE: S&P Affirms 'B' Long-Term CCR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on The Netherlands-based Yellow Maple Holding B.V., the
ultimate parent of global business publisher Bureau van Dijk
Electronic Publishing (BvD).  The outlook is stable.

Yellow Maple has announced its intention to repay EUR16 million
of second-lien debt using cash from its balance sheet and to
increase the size of the senior secured term loan B by the
equivalent of about EUR52 million to repay the remaining
outstanding second-lien debt.

At the same time, S&P affirmed its 'B' issue rating on BvD's
EUR25 million senior secured revolving credit facility (RCF) due
2020 and its EUR728 million outstanding under the senior secured
term loan B due 2021, which includes the proposed tap issuance of
about EUR52 million.  The recovery rating is '3', reflecting
S&P's expectation of recovery in the lower half of the 50%-70%
range.

S&P also affirmed its 'CCC+' issue rating on the company's
remaining second-lien debt, of which about EUR68 million is
outstanding.  The recovery rating is '6', reflecting S&P's
expectation of recovery in the 0%-10% range.  S&P will withdraw
the issue and recovery ratings on the second-lien debt once BvD
has repaid it.

The affirmation follows BvD's announcement that it plans to
redeem its remaining outstanding second-lien debt equivalent to
EUR68 million (U.S. dollar-denominated tranche) in two steps.
S&P understands that the company will use about EUR16 million in
cash from its balance sheet to repay the second-lien debt and
then it will repay the remaining EUR52 million equivalent using
proceeds from the incremental increase of the senior debt in the
same amount.  In addition, BvD also aims to improve its pricing
for the outstanding senior loans subject to market conditions.

S&P views positively the company's plans to repay EUR16 million
of debt and the expected lower interest expenses, due to the
substitution of the more expensive second-lien debt by a less
expensive term loan, and an improvement in margins.  That said,
S&P forecasts that the company will continue to be highly
leveraged, with adjusted debt to EBITDA remaining above 5x over
the next two years.

S&P acknowledges some deleveraging in 2016, owing to the optional
repayment of debt equivalent to more than EUR60 million (before
the foreign exchange impact) and to significant EBITDA growth.
For 2017, BvD also aims to redeem about EUR16 million of second-
lien debt using generated cash flows.  Based on the above, S&P
now calculates that BvD's S&P Global Ratings' adjusted debt to
EBITDA will have declined to 6.0x-6.5x in 2016 from about 8.0x in
2015 and will continue to decline to closer to 6.0x in 2017.
S&P's adjusted leverage and coverage calculations exclude the
company's shareholder loans because the instrument meets S&P's
criteria for equity treatment.

Positively, S&P thinks that the company's financial risk profile
continues to be supported by sound positive free operating cash
flows (FOCF) and a projected ratio of adjusted funds from
operations (FFO) to cash interest of 2.0x-2.5x in 2016 and
further improvement toward 2.5x-3.0x in 2017.

BvD's fair business risk profile, in S&P's view, reflects the
company's strong market position as the owner of one of the most
complete databases for business information of private companies,
its broad offering of products, and diverse client base.  BvD
boasts strong S&P Global Ratings' adjusted EBITDA margins, and
these factors support S&P's view that BvD will continue to
outstrip competitors' margins.  However, S&P's assessment of
BvD's business risk profile is constrained by the company's
relatively small scale as a niche player and its exposure to
possible large changes in the competitive landscape.  In
particular, S&P understands that BvD's banking product is now
competing with well-positioned competitors in the same niche
market.  In addition, S&P continues to assess barriers to entry
as relatively low, because the company publishes publicly
available data, and potential competitors can replicate BvD's
business model.  S&P also views switching costs for clients as
relatively low.

The stable outlook reflects S&P's view that Yellow Maple's
operating subsidiary, BvD, will sustain positive revenue and
EBITDA growth over the next 12 months.  S&P anticipates that BvD
will remain highly profitable and generate healthy FOCF.  This
will translate into S&P Global Ratings' adjusted debt to EBITDA
of 6.0x-6.5x in 2016 and 2017, down from about 8.0x in 2015.
S&P's expectation of no material changes in the competitive
landscape further supports the stable outlook.  In addition, S&P
expects that the company's liquidity will remain adequate.

S&P could downgrade Yellow Maple if BvD underperforms S&P's base-
case projections, including low EBITDA leading to a protracted
drop of adjusted FFO to cash interest coverage to below 2.0x or
FOCF weakening significantly or turning negative.  S&P could also
lower the rating if BvD's liquidity weakens markedly, for
example, as a result of a debt-financed shareholder remuneration.

In S&P's view, an upgrade is remote at this stage because of
BvD's high leverage.  However, S&P could raise the rating by one
notch if BvD improves and sustains stronger credit metrics,
including adjusted debt to EBITDA below 5.0x alongside healthy
FOCF and adequate liquidity.  That said, any upgrade would hinge
on the company's commitment to a more conservative financial
policy.


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


BANK BPH: Moody's Withdraws Ba2 Issuer Ratings
----------------------------------------------
Moody's Investors Service has withdrawn all its ratings for Bank
BPH S.A. The withdrawn ratings were (1) long- and short-term
issuer ratings of Ba2 and Not Prime, respectively, (2) b2
standalone baseline credit assessment (BCA), (3) its ba2 adjusted
BCA, and (4) the Ba2(cr) and Not Prime(cr) counterparty risk (CR)
assessments. At the time of the withdrawal the long-term issuer
ratings carried a stable outlook.

RATINGS RATIONALE

Moody's has withdrawn the ratings for its own business reasons.

The following ratings were withdrawn:

-- Long-term Local and Foreign-currency Issuer Rating,
previously rated Ba2 Stable

-- Short-term Local and Foreign-currency Issuer Rating,
previously rated Not Prime

-- Adjusted Baseline Credit Assessment, previously rated ba2

-- Baseline Credit Assessment, previously rated b2

-- Long-term Counterparty Risk Assessment, previously rated
Ba2(cr)

-- Short-term Counterparty Risk Assessment, previously rated Not
Prime(cr)

Outlook Action:

-- Outlook changed to Ratings Withdrawn from Stable


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


OBRASCON HUARTE: Moody's Says Credit Profile Still Under Pressure
-----------------------------------------------------------------
Spanish non-financial corporates' credit quality is likely to
remain stable over the next 12 months, driven by a favourable
economic outlook, strong liquidity and relatively low funding
costs, says Moody's Investors Service in a report published on
Feb. 7.

"Spanish economic growth will likely remain stronger than other
major euro area countries, supporting corporates' credit
quality," says Laura Perez, Vice President -- Senior Analyst at
Moody's. "Although funding costs will remain relatively low,
Moody's expects only a modest increase in debt issuance as
several of the largest corporates will be focused on reducing
debt."

Moody's report, "Corporate Credit Quality in Spain; Economic
Growth And Low Funding Costs will Support Stable Credit Quality,"
is available on www.moodys.com. Moody's subscribers can access
this report via the link provided at the end of this press
release. The rating agency's report is an update to the markets
and does not constitute a rating action.

Utilities' credit quality will likely benefit gradually from
increased regulatory stability and increasing geographic
diversification. The large integrated Spanish utilities, such as
Iberdrola S.A. (Baa1 positive) and Gas Natural SDG S.A. (Baa2
stable), will continue to diversify geographically and to
increase their exposure to stable regulated business, a credit
positive.

The telecom sector has turned around, with sustained price
increases thanks to market consolidation following years of
fierce competition. The operating performance of Telefonica S.A.
(Baa3 stable), for example, will benefit from this positive
pricing environement, and from the resilience of its Brazilian
operations, although foreign exchange risks will remain.

Oil and gas sector credit conditions will continue to improve in
2017, as oil prices rise and substantial cost savings boost
operational leverage. Repsol S.A. (Baa2 negative) will continue
to strengthen its financial profile in 2017 benefiting from rise
in oil prices and debt reduction. However, the negative outlook
reflects the remaining execution risks of delivering cost
savings.

Spanish construction companies' credit quality, on the other
hand, will likely remain weak despite the domestic economic
recovery, due to their high leverage ratios. The rating agency
expects the credit profile of some companies, such as Obrascon
Huarte Lain S.A. (OHL, Caa1 negative) and Abengoa S.A. (Ca
negative) to remain under pressure due to elevated leverage, as
well as weak international operating performance, especially in
Latin America.



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


FERREXPO PLC: S&P Raises CCR to 'B-' as Prices Rally
----------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating
on Ukrainian iron ore producer Ferrexpo PLC to 'B-' from 'CCC'
and its short-term rating to 'B' from 'C'.  The outlook is
stable.  S&P also raised its senior unsecured long-term rating on
the debt issued by Ferrexpo Finance PLC to 'B-' from 'CCC'.

The upgrades follow the recent rally in the prices of iron ore
and the tight supply of iron ore pellets, which suggests that
Ferrexpo's cash flow in 2017 will be better than previously
expected.  In S&P's view, the free operating cash flow (FOCF),
together with the cash balance of $145 million as of Dec. 31,
2016, will allow Ferrexpo to meet its maturities in the coming 12
months.  That said, S&P expects that the company will continue to
rely on supportive iron ore prices because it has over $500
million in debt that will mature in the coming two years and no
committed credit facilities in place.  It is difficult to judge
the company's ability to access the capital markets and bank
financing, and it has very volatile cash flows.

Under S&P's base-case scenario, the company should have
sufficient sources to meet its maturities in 2017 of about $200
million.  That said, S&P anticipates that liquidity might be
tight in early 2018, if the company doesn't proactively attract
committed backup facilities and iron ore prices decline as S&P
currently expects, because $173 million in senior unsecured notes
will come due in April (about $325 million for the year overall).
In S&P's view, the company's financial policy, particularly its
dividend payout, will play a key consideration in the company's
liquidity position. S&P currently factors in moderate dividends
of about $40 million per year.  In 2015, the company paid out a
high $77 million, despite reduced cash flow generation and
declining prices.  On the other hand, the company halted the
dividend payment in 2016 to build some cash cushion.

S&P expects that Ferrexpo's cash flow generation, and therefore
its ability to repay debt, will remain volatile over the next two
years.  Iron ore prices recently jumped to about $80 per ton
(/ton) from $40/ton, but S&P do not consider current spot levels
to be sustainable.  S&P recently revised upward its price
assumption for iron ore to $55/ton in 2017 and $50/ton in 2018,
reflecting the impact of stimulus measures that Chinese
policymakers enacted in 2016.  According to S&P's calculations, a
change of $10 in the price of iron has an impact of $110 million-
$120 million on Ferrexpo's EBITDA.  In this respect, S&P sees a
material upside and downside to its base case.

In addition, S&P anticipates that the iron ore pellet market will
remain very tight in 2017, as Brazilian pellet producer Samarco's
pelletizing plant remains idle and environmental regulations
force iron ore producers to use more pelletized iron ore.  S&P
understands that several players in the industry have already
agreed the premiums for a material portion of their capacity in
2017 with their customers.  They are quoting an increase of
$15/ton-$20/ton on average prices of about $25/ton in 2016.  A
rise of just $1/ton in the premium will increase Ferrexpo's
EBITDA by slightly more than $10 million.

Under S&P's base-case scenario, it projects that Ferrexpo's S&P
Global Ratings-adjusted EBITDA will be $470 million-$500 million
in 2017, compared with an estimated EBITDA of $360 million-$380
million in 2016.  S&P assumes, however, that 2018 EBITDA will be
$150 million-$200 million, reflecting lower iron ore prices and
the potential return of Samarco to the market.  These assumptions
underpin these estimations:

   -- Devaluation of the Ukrainian hryvnia (the current exchange
      rate against the dollar is 27 to 1).  S&P believes that
      further devaluation of the hryvnia would also result in
      higher inflation.

   -- Iron ore price of $55/ton for the rest of 2017 and $50/ton
      in 2018.  Iron ore pellets premium of $35/ton-$40/ton in
      2017 and $25/ton-$30/ton in 2018.

   -- Shipping volumes of 11.5 million tons-12.0 million tons,
      consisting of high-grade products (65% ferrous content).

   -- A slight increase in the unit cash costs.  Annual capital
      expenditure (capex) of $50 million-$60 million.  Some
      dividends.

These assumptions translate into discretionary cash flow (free
operating cash flow after capex and dividends) of $250 million-
$280 million and debt to EBITDA of about 1x in 2017.  Currently,
low leverage is partly offset by the expected volatility of cash
flows and credit metrics, driven by iron ore prices and pellet
premiums.

S&P assess the company's competitive position at fair.  However,
given Ukraine's very high country risk assessment, S&P views the
business risk profile as vulnerable.

The business risk profile takes into account the cyclicality and
capital-intensity of the mining industry, the company's limited
size (about 12 million tons of iron ore pellets), and its focus
on a single commodity.  It is supported by the company's
competitive cost position and profitability (measured as EBITDA
per ton), as well as market share in the pellet market.  Other
positive factors include the long remaining life of the mines and
the current structural deficit in the pellet market, which
supports healthy pellet premiums.

S&P's ratings on Ferrexpo remain constrained by the very high
country risk in Ukraine (B-/Stable/B; transfer and convertibility
assessment 'B-').  S&P considers infrastructure, such as
railways, and access to energy and gas to be crucial to
Ferrexpo's ongoing operations.  Ukraine's last economic downturn
(2014 and 2015) had limited effect on Ferrexpo's operations in
the country, but it affected the company's ability to access
capital markets.  At the same time, the economic downturn
resulted in losing a $174 million deposit, which was held at Bank
Finance and Credit JSC (F&C Bank), after the National Bank of
Ukraine declared the bank insolvent.

Ferrexpo mitigates some of the country risks by holding
significant cash balances abroad and collecting its revenues
outside the country.  This should allow it to meet its maturities
in the coming 12 months, in S&P's view.

The stable outlook balances the improved liquidity position and
current elevated iron ore prices and significant pellet premiums
against Ferrexpo's heavy maturities in the coming 24 months.

S&P's current rating depends on the company's ability to generate
a free operating cash flow, allowing it to fully meet its ongoing
maturities and build some cash cushion to meet its bond
maturities in April 2018.

S&P could raise the ratings subject to these:

   -- Improved capital structure, with maturities better matching
      the company's cash flows under less favorable prices and
      premiums.  In this respect, securing new finance facilities
      would be very important.

   -- Raising of the sovereign rating on Ukraine or an improved
      assessment of Ferrexpo's ability to withstand the
      possibility of a sovereign foreign currency default.

S&P may lower the ratings if Ferrexpo's liquidity weakens, for
example, because iron ore prices fell so far that S&P expects a
material cash deficit over the next 12 months.

S&P would also lower the ratings if it saw an increase in country
risk in Ukraine or further tightening in Ukraine's transfer and
convertibility regime, which would affect Ferrexpo's ability to
repay its debt.


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


AEI CABLES: GMB Union Reiterates Call for Probe Into Collapse
-------------------------------------------------------------
Steven Hugill at The Northern Echo reports that a union has
reiterated calls for a Parliamentary inquiry into the "absolute
scandal" of a cable maker's collapse.

According to The Northern Echo, GMB says a full investigation
must be launched into Ducab's AEI Cables' operation, based in
Birtley, near Chester-le-Street.

It added the company's decision to enter into a Company Voluntary
Arrangement (CVA), meaning staff will have to apply to the
Government for statutory redundancy pay, was a "disgraceful
practice", The Northern Echo relates.

However, an AEI spokesman refuted the claims, saying Ducab, which
rescued AEI in 2014, is doing all it can in the face of difficult
trading conditions, The Northern Echo discloses.

The GMB has accused AEI of using the CVA as a "ruse" to avoid
redundancy payments for hundreds of staff, saying it believes the
firm's order book stretches into the multimillion pound bracket,
The Northern Echo relays.

However, the AEI spokesman denied the claims, saying the
business, which plans to replace manufacturing at Birtley with a
sales-only business at a yet to be announced base, is trying its
best to resolve the situation, The Northern Echo notes.


BRADFORD BULLS: Finally Enters Liquidation
------------------------------------------
Aaron Bower at The Guardian reports the holding company of the
former Super League champions Bradford Bulls will finally enter
liquidation this week after creditors voted overwhelmingly in
favour of the administrators' proposals, which include a thorough
examination into the club's historical financial affairs
following its well-publicised demise.

Despite the Rugby Football League already sanctioning a new
company and club in time for the 2017 season, the company owning
the old club has not yet been formally liquidated despite reports
to the contrary, according to The Guardian.  That process will
officially begin after creditors -- who, in total, were owed
almost GBP2 million -- approved plans to begin the liquidation of
the company who ran the Bulls, Bradford Bulls Northern Ltd.

The report notes creditors were granted one vote per pound of
debt owed, with more than 50% of the votes cast being required to
approve the plans for liquidation to get under way.  It us
understood that the plans were "overwhelmingly" approved, with
Her Majesty's Revenue and Custom -- which was one of the biggest
single creditors, having been owed more than GBP400,000 -- among
those who voted through the proposals, the report relays.

The Guardian has also learned that part of the proposals put
forward by the administrators, Gary Pettit and Gavin Bates -- who
will also be appointed as the liquidators of the company --
involve a team of forensic accountants being appointed to examine
the club's business affairs since the former owner Marc Green
assumed control at Odsal in March 2014, the report adds.


CO-OPERATIVE BANK: Chairman Refuses to Rule Out Capital Injection
-----------------------------------------------------------------
James Quinn at The Telegraph reports that the chairman of the
Co-operative Group has refused to rule out putting more money
into the ailing Co-op Bank amid heightened concerns over its
capital position.

Allan Leighton, chairman of the mutual, said repeatedly that he
is "open minded" about the Co-op's 20% stake in the bank which
bears its name, but failed to rule out injecting more capital
into the beleaguered lender or indeed selling out of the lender,
The Telegraph relates.

The bank, which was the subject of a GBP1.5 billion debt-for-
equity swap in 2013, admitted in late January that a key measure
of its financial health -- its CET 1 capital ratio -- will remain
below the stable 10% level for a sustained period, The Telegraph
recounts.

According to The Telegraph, city sources believe it could be
split into two parts, with a sale of the "good" parts of the bank
and a winding up of the "bad" toxic assets.

The Co-operative Bank is a retail and commercial bank in the
United Kingdom, with its headquarters in Balloon Street,
Manchester.


IHS MARKIT: S&P Assigns 'BB+' Rating to Proposed $500MM Notes
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
London-based data and analytics provider IHS Markit Ltd.'s
proposed eight-year $500 million unsecured notes.  S&P also
assigned a '3' recovery rating to the notes, indicating its
expectation for meaningful recovery (50% to 70%, upper half of
the range) in the event of payment default.  These ratings are
the same as S&P's ratings on the company's existing unsecured
debt.  S&P understands that IHS Markit intends to use the
proceeds for general corporate purposes, which will initially
include repayment of revolving credit facility balances and may
include share buybacks in the future.

This transaction does not affect S&P's 'BB+' corporate credit
rating.  S&P estimates leverage pro forma for the merger with
Markit below 3x, lower than S&P's downside threshold of more than
4x.  S&P views this transaction as roughly leverage neutral.  The
corporate credit rating reflects S&P's view of IHS Markit's
acquisitive growth strategy, which S&P believes could result in
releveraging to the 4.0x area, but also its good market
positions, high recurring revenue, and good track record of
operating performance.

                          RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario assumes a payment default
      in 2021 due to an economic downturn affecting all markets
      served, the inability to integrate acquired businesses, the
      loss of access to relevant data, and increased competition
      that results in client attrition, lower margins, and the
      loss of liquidity.

   -- S&P values IHS Markit as a going concern because S&P
      believes that following a payment default, the company is
      likely to be reorganized rather than liquidated because its
      brands, market leading products, and high recurring
      revenues make the company viable.

   -- S&P applied a 6x multiple to an estimated distressed
      emergence EBITDA of $450 million to estimate gross recovery
      value of about $2.7 billion.  The multiple is at the high
      end of the range that S&P uses for the technology software
      and services industry.

Simulated default assumptions
   -- Simulated year of default: 2022
   -- EBITDA at emergence: $372 million
   -- EBITDA multiple: 7.5x
   -- Revolving facility utilization at default: 85%

Simplified waterfall
   -- Net enterprise value (after 5% administrative costs):
      $2.65 billion
   -- Unsecured debt claims: $4.1 billion
      -- Recovery expectations: 50% to 70% (upper half of the
         range)

Notes: All debt amounts include six months of pre-petition
interest.

RATINGS LIST

IHS Markit Ltd.
Corporate Credit Rating               BB+/Stable/--

New Rating

IHS Markit Ltd.
Senior Unsecured
$500 mil. notes due 2025              BB+
  Recovery Rating                      3H


LLOYDS BANKING: Fitch Affirms BB+ Rating on Sub. Tier 1 Debt
-----------------------------------------------------------
Fitch Ratings has affirmed the Long- and Short-Term Issuer
Default Ratings (IDRs) of Lloyds Banking Group plc (LBG), Lloyds
Bank plc (LB), HBOS and Bank of Scotland (BOS) at 'A+' with
Stable Outlooks. Fitch has affirmed the Viability Ratings (VR) of
LBG, LB and BOS at 'a'.

In addition, Fitch has assigned 'A+(dcr)' Derivative Counterparty
Ratings (DCR) to LB and BOS as part of its roll-out of DCRs to
significant derivative counterparties in western Europe and the
US. DCRs are issuer ratings and express Fitch's view of banks'
relative vulnerability to default under derivative contracts with
third-party, non-government counterparties.

The rating actions are part of Fitch's periodic review of major
UK banks.

KEY RATING DRIVERS
IDRS DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT
The Long-Term IDRs and senior debt of LBG, LB and BOS are notched
up once from their VRs because Fitch believes that the risk of
default on senior obligations, as measured by the Long-Term IDRs,
is lower than the risk of the banks failing, as measured by their
VRs.

This is because of the large buffer of qualifying junior debt
within the group that could be made available to protect senior
obligations from default in case of failure, either under a
resolution process or as part of a private sector solution, for
instance in the form of a distressed debt exchange, to avoid a
resolution action.

Without such a private sector solution, Fitch would expect a
resolution action being taken on LBG when it is likely to breach
its pillar 1 and pillar 2A common equity Tier 1 (CET1) capital
requirements. On a risk-weighted basis, these are currently
around 7% of risk-weighted assets (RWAs). Fitch believes that the
group would need to meet its pillar 1 and pillar 2A total capital
requirements immediately after a resolution action. On a risk-
weighted basis, these are currently around 12.5% of RWAs.

Given its systemic importance, in Fitch's opinion LBG would
likely also need to maintain most, if not all, of its combined
buffer requirement. This means a post resolution action total
capital requirement of around or above 17.5% of (post
recapitalisation) RWAs is plausible under a bail-in scenario,
assuming end-state requirements, dependent on final combined
buffer requirements. This figure could be lower under a private
sector (ie distressed debt exchange) scenario as part of a
broader rehabilitation plan that averts a resolution action.
Fitch's view of the regulatory intervention point and post-
resolution capital needs taken together suggest a junior debt
buffer of around 10% of RWAs could be required to restore
viability without hitting senior creditors.

LBG's qualifying junior debt was above 12% of RWAs at end-3Q16.
Fitch expects a moderate reduction in this ratio over time, but
Fitch expects the buffer to remain substantial and Fitch ratings
assume it will not fall much below 10% of RWAs.

The 'F1' Short-Term IDRs of LBG, LB, BOS and HBOS are at the
lower of the two possible Short-Term ratings mapped to a Long-
Term IDR of 'A+'. This reflects Fitch's view that the group's
liquidity is sound but not exceptionally strong to warrant a
'F1+' rating.

HBOS is an intermediate holding company (including for BOS) and
its IDRs are equalised with LBG. This reflects Fitch views of the
high likelihood of institutional support from LBG given the high
degree of strategic and operational integration of HBOS with its
parent.

Fitch has assigned DCRs to LB and BOS due to their significant
derivatives activity. The DCRs are at the same level as the Long-
Term IDRs because under UK legislation, derivative counterparties
have no preferential status over other senior obligations in a
resolution scenario.

VR
Fitch assigns common VRs to LB and BOS. Fitch assesses the group
on a consolidated basis as it is managed as a group and is highly
integrated. Capital and liquidity remain fungible within the
group, subject to legal entities meeting regulatory requirements.
LBG acts as the holding company for the group, and its VR is
equalised with that of the operating subsidiaries. LBG's VR
reflects its role in the group and the modest holding company
double leverage of 118% at end-1H16. As a result, Fitch believes
that LBG's failure risk is broadly in line with that of the
banking operations in its main operating subsidiaries.

The VRs primarily reflect the group's strong UK franchise,
diversified business mix, solid capitalisation and funding, and
significant progress in de-risking its balance sheet to match its
low risk appetite. It also considers the impact that legacy and
one-off issues continue to have on the group's profitability.

Fitch considers LBG's franchise and business model to be key
rating strengths for the group. Fitch assessment of its franchise
is underpinned by the group's strong market position across
several businesses, which provides it with considerable deposit
and loan pricing-power. As a universal retail bank, LBG's
business model is well diversified, offering a full range of
retail, corporate and SME products across its multi-brand and
multi-channel strategy. This allows it to address a wide range of
customers with different pricing and product ranges.
Geographically, the group concentrates on the UK, which limits
its ability to diversify.

Fitch expects that the implementation of the ring-fencing
requirements will be less onerous for LBG than a number of its UK
peers. The non-ring fenced bank will be small given that the bank
is targeting the vast majority of its business to sit within the
ring-fenced bank.

LBG's Fitch Core Capital (FCC) to RWAs ratio improved to 13.5% at
end-3Q16 with capital strengthening supported by material balance
sheet deleveraging and improving profitability. Fitch do not
anticipate significant further improvement in core capitalisation
from current levels due to LBG's targeted fully-loaded CET1 ratio
of around 12% plus one year's ordinary dividend (around 1%).
Management has stated that the board will give consideration to
the distribution of surplus capital above this level, in the form
of special dividends or share buybacks. Fitch believes that the
group's target capital ratios are commensurate with its VR.

The group's underlying profitability has improved materially in
recent years, supported by low loan impairment charges,
decreasing funding costs and strong growth in higher yielding
assets including consumer finance and asset finance. Legacy costs
have declined but continue to weigh on net income, particularly
in relation to conduct. In 3Q16 the bank provisioned an
additional GBP1bn -- equivalent to around one-quarter of year-to-
date operating profit by Fitch's calculations -- for payment
protection insurance (PPI) claims, driven largely by the FCA's
proposed time bar of June 2019. Although conduct costs are
difficult to predict, Fitch believes that these charges should
become less material in the future, which should enable net
income to move more in line with underlying profit.

We expect profitability to remain adequate, but low interest
rates are putting pressure on earnings. To date, LBG has
benefited from lower funding costs, which have mitigated ongoing
pressure on asset spreads. Fitch believes that there is still
some scope for funding costs to decline, but low interest rates
will put revenue under pressure. However, further scope to reduce
operating expenses, and the bank's strategic focus on margin as
well as growth, should mitigate the effect on profitability.

LBG's asset quality is strong with low levels of impaired loans.
The progress in reducing the group's exposure to legacy assets
and the good quality of new loans in a good operating environment
are key factors behind the improved asset performance in recent
years. Impaired loans were a low 2.0% of end-3Q16 advances and
are well covered by provisions. Fitch expects asset quality to
remain stable due to sound underwriting practices, which Fitch
expects to remain conservative even in light of the bank's growth
strategy.

Funding is sound, with the group's subsidiary retail banks
providing a stable and ample source of cheap deposit funding,
supplemented by well-diversified wholesale funding. On-balance
sheet liquidity in the form of cash and cash equivalents, and
high quality liquid assets is sound and supported by access to
contingent liquidity sources through various central bank
facilities.

The minimum requirement for own funds and eligible liabilities
(MREL) set by the Bank of England, which Fitch estimates to be
25% of the bank's RWAs by 2022, suggests that the group will be
an active issuer of eligible debt over the next few years. The
UK's approach to resolution planning means that LBG is required
to use structural subordination, involving the issuance of
external MREL through the holding company, to meet requirements.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)
LBG's, LB's, and BOS's SRs and SRFs reflect Fitch's view that
senior creditors cannot rely on extraordinary support from the UK
authorities in the event they become non-viable. In Fitch
opinion, the UK has implemented legislation and regulations that
are sufficiently progressed to provide a framework that is likely
to require senior creditors participating in losses for resolving
even large banking groups.

HBOS's SR is based on Fitch views that institutional support from
LBG is highly likely.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings of all banks' subordinated debt and hybrid securities
are notched down from their VRs, reflecting a combination of
Fitch's assessment of their incremental non-performance risk
relative to their VRs (up to three notches) and assumptions
around loss severity (one or two notches).

These features vary considerably by instrument. Subordinated debt
with no coupon flexibility is notched down once from the VR for
incremental loss severity. Legacy Upper Tier 2 subordinated debt
is notched down three times (once for loss severity and twice for
incremental non-performance risk). Legacy Tier 1 and preferred
stock is notched down either four or five times, dependent on
incremental non-performance risk (twice for loss severity and
either two or three times for incremental non-performance risk).
Additional Tier 1 instruments (contingent convertible capital
notes) are notched five times (twice for loss severity and three
times for incremental non-performance risk) given their fully
discretionary coupon payment.

GOVERNMENT-GUARANTEED SENIOR DEBT
The ratings of LB's UK government-guaranteed senior debt is rated
in line with the UK's sovereign rating (AA/Negative) and reflects
Fitch's expectation that the government would honour its
guarantee, if needed.

RATING SENSITIVITIES
IDRS, DERIVATIVE COUNTERPARTY RATINGS AND SENIOR DEBT
As the Long-Term IDR and senior debt ratings are notched up from
the group's VR, they are sensitive to a change in the VR. As
Fitch believes that the VRs and Long-Term IDRs of banks
concentrated on the UK are effectively capped in the 'a'/'A'
range, an upgrade of the Long-Term IDRs and senior debt ratings,
while not impossible, is unlikely and would require exceptionally
strong financial metrics.

The notching of LBG and its subsidiaries' Long-Term IDRs above
the VR are sensitive to a material reduction in the size of the
qualifying junior debt buffer. A downgrade of these ratings to
the level of the VR would be likely if the level of qualifying
junior debt fell below 10% of LBG's RWAs.

The notching is also sensitive to changes in assumptions on the
UK authorities' resolution intervention point, post-resolution
capital needs for large banking groups such as LBG, and the
development of resolution planning more generally. If MREL debt
is downstreamed to the operating subsidiaries in a manner that
effectively protects operating company senior debt holders, this
form of debt would be included in the operating companies' junior
debt buffer. A reduction in the group's overall junior debt
buffer but a sufficient buffer for operating companies in the
form of downstreamed senior holdco debt could result in the Long-
Term IDRs of the operating companies remaining one notch above
their VRs even if LBG's Long-Term IDR no longer benefits from the
junior debt buffer, which has to be in the form of subordinated
debt to protect holding company senior creditors.

VR
LBG's VR reflects its strong UK franchise, which Fitch considers
a rating strength. However, because of the high indebtedness of
the UK private sector, Fitch currently effectively caps the VRs
of domestic retail banks in the UK in the 'a' category. LBG has
demonstrated that it has successfully executed its de-risking
strategy. Fitch believe that the group's profitability can
improve if operating expenses are managed carefully to offset
revenue pressure. Evidence that the group can generate strong net
profit from recurring earnings without increasing its risk
appetite and maintaining capital ratios in line with current
targets could result in upward momentum for the group's VR in the
medium term once conduct charges no longer affect its earnings.

LBG's VR is also sensitive to an increase in risk appetite, which
Fitch do not expect in the medium term. A weaker funding profile,
for example a material increase in the group's reliance on
wholesale funding along with reduced liquidity buffers, would put
pressure on the VR. LBG's VR could be downgraded if holding
company double leverage increases above 120%.

The group's VRs and IDRs (and those of its subsidiaries) are also
sensitive to a material worsening of underlying earnings and
asset quality if the economic environment deteriorates
substantially following the UK's decision to leave the EU.

In line with PRA requirements, LBG is working to implement ring-
fencing rules by January 2019. The reorganisation of the group
and creation of separately capitalised and ring-fenced legal
entities within the group could result in rating differentiation.
However, LBG is targeting a wide ring-fence given its largely
retail focussed business model with minimal wholesale and
investment banking, with almost all assets likely to be allocated
to the ring-fenced bank. As a result Fitch did not expect a
significant change to LBG's ratings as a result of the ring-
fencing restructuring, although this expectation depends on the
ultimate ring-fencing structure. Fitch expects the subsidiaries'
IDRs and VRs to remain closely aligned because Fitch believes
that the group will continue to provide ordinary support to its
main subsidiaries under the new structure.

SUPPORT RATING AND SUPPORT RATING FLOOR
Any upgrade of the SRs and upward revision of the SRFs of LBG, LB
and BOS would be contingent on a positive change in the
sovereign's propensity to support domestic banks. While not
impossible, in Fitch's opinion this is highly unlikely.

HBOS's SR is primarily sensitive to a change in the ability or
propensity of LBG to provide support to the intermediate holding
company.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings are primarily sensitive to changes in the VRs from
which they are notched. AT1 and other discretionary Tier 1
instruments are also sensitive to Fitch changing its assessment
of the probability of their non-performance relative to the risk
captured in LBG's VR. This could occur if there is a change in
capital management or flexibility, or an unexpected shift in
regulatory buffers. The ratings are also sensitive to a change in
Fitch's assessment of each instrument's loss severity, which
could reflect a change in the expected treatment of liability
classes during a resolution.

GOVERNMENT-GUARANTEED SENIOR DEBT
The ratings of LB's UK government-guaranteed senior debt are
primarily sensitive to changes in the UK's sovereign rating.

The rating actions are:

LBG
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured EMTN Long-term: affirmed at 'A+'
Senior unsecured EMTN Short-term: affirmed at 'F1'
Subordinated debt affirmed at 'A-'
All other Upper Tier 2 subordinated bonds: affirmed at 'BBB'
Subordinated non-innovative Tier 1 discretionary debt: affirmed
at 'BB+'
Subordinated alternative Tier 1 instruments: affirmed at 'BB+'

LB
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Derivative Counterparty Rating: assigned at 'A+(dcr)'
Senior unsecured Long-term debt: affirmed at 'A+'
Commercial paper and senior unsecured Short-term debt: affirmed
at 'F1'
Market linked securities: affirmed at to 'A+emr'
Lower Tier 2: affirmed at 'A-'
Upper Tier 2 subordinated debt: affirmed at 'BBB'
Innovative Tier 1 subordinated non-discretionary debt
(US539473AE82, XS0474660676): affirmed at 'BBB-'
Other innovative Tier 1 subordinated discretionary debt: affirmed
at 'BB+'
Guaranteed senior debt affirmed at 'AA'

HBOS
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Senior unsecured debt: affirmed at 'A+'
Innovative Tier 1 subordinated discretionary debt: affirmed at
'BB+'
Innovative Tier 1 subordinated non-discretionary debt: affirmed
at 'BBB-'
Upper Tier 2 subordinated debt: affirmed at 'BBB'
Lower Tier 2 debt: affirmed at 'A-'

BOS
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Derivative Counterparty Rating: assigned at 'A+(dcr)'
Senior unsecured debt: affirmed at 'A+'
Commercial paper and senior unsecured Short-term debt: affirmed
at 'F1'
Lower Tier 2: affirmed at 'A-'
Upper Tier 2: affirmed at 'BBB'
Preference Stock: affirmed at 'BBB-'


MIZZEN MIDCO: Moody's Hikes Corporate Family Rating to B1
---------------------------------------------------------
Moody's Investors Service has upgraded to B1 from B2 the
Corporate Family Rating (CFR) of Mizzen Midco Limited, operating
under the name of Premium Credit Limited (PCL). Moody's has also
upgraded to B1 from B2 the rating of the GBP189.4 million long-
term senior notes issued by Mizzen Bondco Limited, a wholly-owned
subsidiary of Mizzen Midco Limited. The outlook is stable on all
ratings.

The upgrade reflects Moody's view that the company's credit
fundamentals have materially improved over the past two years and
are now consistent with a B1 rating. The agency expects PCL to
continue to maintain its earnings stability and to improve its
solvency profile.

RATINGS RATIONALE

The key drivers of rating action are the improvements in PCL's
profitability and leverage metrics over the past two years.
Additional elements supporting the rating upgrade were the
lengthened maturity profile of its funding following the
refinancing of its facility and further strengthening of the
franchise.

PCL's net income over average managed assets was 3.4% in the
first nine months of 2016, up from 0.9% of 2015 and -0.1% of
2014, owing to a constant increase in net interest income and a
reduction in operating expenses and one-off items. Between end-
2014 and 9M2016, PCL's gross receivable book went up by 15%,
allowing the company to increase its interest income by 9% (on an
annualised basis) in the same timeframe. In the same period, PCL
lowered its interest expenses by 32% because of more favourable
terms on its facilities and lower interest rates. Finally,
despite the large investments in IT and new platform, operating
expenses went down 10% in the period, further lifting the bottom
line profits. Notwithstanding the expected slowdown in the UK
economy, Moody's believes that PCL will continue to maintain
solid profitability metrics over the outlook period.

Over the last two years, the firm improved its solvency profile
as well. PCL's Tangible Common Equity (TCE) to Tangible Managed
Assets (TMA) ratio was -1.4% at end-9M2016 from -5.0% as of end-
2014. Although the negative capital position remains a constraint
for the rating, its trend is positive and Moody's expects this
ratio to turn positive in 2018. Finally, the company's debt
leverage, calculated as gross unsecured debt over adjusted
EBITDA, improved to 2.9x from 4.4x in the same period, increasing
its financial flexibility.

Positively, the company continues to remain the market leader in
the premium finance markets, having processed 22.5 million direct
debts in 2016, up 3.4% from the same period of last year.
Finally, in February, PCL successfully refinanced its funding
facilities.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the company's lengthened maturity
profile following the refinancing of its existing facility,
stable earnings generation capacity and the agency's expectation
that the company will continue to improve its solvency profile.

WHAT COULD CHANGE THE RATING UP / DOWN

PCL's ratings could be upgraded as a result of a reduction in the
company's leverage, calculated as unsecured debt over adjusted
EBITDA, falling below 3.0x and/or an increase in its TCE over TMA
ratio to 6%, while maintaining other financial metrics ratios at
current levels.

The ratings could be downgraded because of: 1) significant
deterioration in income and cash flow from operations, stemming
from decreasing margins or higher than expected credit losses; or
2) no improvement in capital position and leverage or sustained
decline in operating performance, leading to a debt ratio which
is higher than 5.5x adjusted EBITDA; or 3) significant decline in
interest coverage, with an adjusted EBITDA-to-interest expense
ratio of below 1.0x.

LIST OF ASSIGNED RATINGS

Issuer: Mizzen Bondco Limited

Upgrade:

-- BACKED Senior Unsecured Regular Bond/Debenture (Foreign
Currency), Upgraded to B1 from B2, Outlook Remains Stable

Outlook Actions:

-- Outlook, Remains Stable

Issuer: Mizzen Midco Limited

Upgrade:

-- LT Corporate Family Rating, Upgraded to B1 from B2

Outlook Actions:

-- Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in December 2016.


MORRIS MOTOR: Goes Into Liquidation
-----------------------------------
Shropshirestar reports creditors have been called in over Morris
Motor Services Ltd, previously known as Valley Motor Services
Ltd, run by director Aubrey Morris.

The firm, which was registered to Eco Park Road, Ludlow, but
mainly traded from The Novers, Bishops Castle, was the subject of
an insolvency meeting at Ludlow Mascall Centre on January 23,
according to Shropshirestar.

Timothy Frank Corfield of Walsall firm Griffin & King is acting
as insolvency practitioner.

The firm is not to be confused with car repair firm Morris Autos,
based on Corve Street in Ludlow, which is not related in any way
to the Bishops Castle haulage firm.


NATIONWIDE BUILDING: Fitch Affirms 'BB+' Rating on Tier 1 Debt
--------------------------------------------------------------
Fitch Ratings has upgraded Nationwide Building Society's
(Nationwide) Long-Term Issuer Default Rating (IDR) to 'A+' from
'A' and affirmed the society's Viability Rating (VR) at 'a'.
Fitch has also affirmed Nationwide's Support Rating at '5' and
Support Rating Floor at 'No Floor'. The Outlook is Stable.

The Long-Term IDR has been upgraded to one notch above the VR to
reflect Fitch's view that Nationwide's qualifying junior debt
(QJD) buffers are now sufficiently large to provide protection
for senior unsecured creditors in case of the society's failure.

In addition, Fitch has assigned a Derivative Counterparty Rating
(DCR) to Nationwide as part of its roll-out of DCRs in western
Europe and the US. DCRs are issuer ratings and express Fitch's
view of an issuer's relative vulnerability to default under
derivative contracts with third-party, non-government
counterparties.

The ratings actions are part of a periodic portfolio review of
major UK banking groups rated by Fitch.

KEY RATING DRIVERS
IDRS, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT
Nationwide's Long-Term IDR and senior debt ratings are one notch
above the society's VR because Fitch believes the risk of default
on senior obligations, as measured by the Long-Term IDR, is lower
than the risk of the society failing, as measured by its VR.

The one-notch uplift reflects a significant qualifying junior
debt (QJD) buffer, which could be made available to protect
senior obligations from default in case of failure, either under
a resolution process or as part of a private sector solution (ie,
distressed debt exchange) to avoid a resolution action.

Without a private sector solution, Fitch would expect a
resolution action being taken on Nationwide when it is likely to
breach its pillar 1 and pillar 2A CET1 capital requirements. On a
risk-weighted basis, these are currently just above 8% of risk
weighted assets (RWA). Fitch believes that the society would need
to meet its pillar 1 and pillar 2A total capital requirements
(currently around 14.5% of RWAs), as well as its 2.5% capital
conservation buffer and 1% systemic risk buffer immediately after
a resolution action given its domestic systemic importance. This
means a post-resolution action total capital requirement of about
18% of (post recapitalisation) RWAs is reasonable under a bail-in
scenario. Fitch's view of the regulatory intervention point and
post-resolution capital needs taken together suggest a junior
debt buffer of around 10% of RWAs could be required to restore
viability without hitting senior creditors.

At end-September 2016 (end-1HFY17), the QJD buffer amounted to
around 12.5% of RWAs, which should be sufficient to restore the
society's viability without hitting senior creditors (taking into
consideration Fitch's view of the regulatory intervention point
and post-resolution capital needs).

Fitch believes that because of Nationwide's low RWA-density and
the potential volatility of the society's RWAs in stress
scenarios it is appropriate to also assess the society's likely
recapitalisation if a resolution is the result of a breach of a
3% regulatory leverage ratio. In this case, a recapitalisation to
a leverage ratio well above minimum requirements would be
possible with the current available junior debt buffer excluding
AT1 instruments, which amounts to about 1.5% of the society's
leverage ratio denominator. In this scenario, the QJD would also
be sufficient to recapitalise the society to a sufficient total
capital ratio.

Fitch expects that the society will further strengthen this
junior debt buffer and replace maturing instruments. This is in
line with its stated target of meeting its minimum requirement
for own funds and eligible liabilities (MREL) with subordinated
debt.

The Short-Term IDR of 'F1' maps to the lower of the two options
of the 'A+' Long-Term IDR. While Fitch believes Nationwide's
funding and liquidity is solid, it is not exceptional for its
rating level, and the Long-Term IDR benefits from a one-notch
uplift above the VR.

A DCR has been assigned to Nationwide because the society acts as
derivative counterparty to Fitch-rated transactions. The DCR is
at the same level as the Long-Term IDR because derivative
counterparties have no definitive preferential status over other
senior obligations in a resolution scenario.

VR
Nationwide's VR reflects a conservative risk appetite, a leading
market position in mortgage lending in the UK, the society's
healthy asset quality, sound funding and liquidity and good
capitalisation. The VR also reflects Nationwide's business model,
which concentrates on mortgage lending and is therefore less
diversified than that of other bank peers.

Nationwide is the UK's largest building society with strong
franchises in retail mortgages and savings. Residential mortgages
account for approximately 90% of the society's total loans. About
80% of mortgage loans related to prime owner-occupied mortgages
and 18% to buy-to-let (BTL) mortgage loans at end-1HFY17.
Commercial and unsecured consumer lending make up the rest of the
loan book. In November 2016, the society announced it will no
longer be extending credit in its commercial real estate (CRE)
business following a strategic review. The society has been
reducing its CRE portfolio over the last few years, and at end-
1HFY17 total loans outstanding in its CRE business amounted to
GBP2.8 billion, or 1.5% of total gross loans.

Impaired loans remain low as the society continues to benefit
from a continued low-risk business model and benign economic
conditions in the UK. Asset quality remains healthy with a gross
impaired loan ratio of 0.6% at end-1HFY17. Asset quality benefits
from low average indexed loan-to-values (LTVs) and a highly
fragmented loan book. Asset quality remains vulnerable to the
high indebtedness of UK households, but in Fitch's opinion, this
risk is somewhat mitigated by the sound performance of the UK's
mortgage market with low base rates supporting affordability.

The expected economic slowdown ensuing from the vote to leave the
EU could result in weakening asset performance if house prices
fall. However, the society's focus on low LTVs, strong
underwriting standards as well as the low base rates should allow
Nationwide to be resilient to moderate deterioration.

Profitability has proved sustainable despite low interest rates
and a fairly undiversified income stream with operating profits
representing 3.7% of RWAs in 1HFY17. Nationwide posted 1HFY17
pre-tax profit of GBP696 million, 13% lower than in 1HFY16,
reflecting lower net interest income, higher costs and an
increase in impairment charges. However, the society is on track
to meet its intended full-year target for underlying profit of
GBP1 billion-GBP1.5 billion. Fitch expects performance to remain
resilient despite pressure from intensifying competition in the
UK mortgage market.

Nationwide's capitalisation is sound with a Fitch Core Capital/
RWAs ratio of 26.2% at end-1HFY17. Its reported CET1 and leverage
ratios at the same date stood at 23.3% and 4% respectively,
comfortably above minimum requirements (currently 8.1% and 3%,
respectively). The society's RWA-based capital ratios partly
reflected the low average risk-weights of a high quality mortgage
book, which means that the leverage ratio is a binding constraint
for the society. Internal capital generation has traditionally
been a key factor in Nationwide's capitalisation given the
limited options available to mutual building societies for
raising core capital externally. Nationwide has reported steady
profit over the years, which has helped its core capital ratios.

Fitch views the society's funding and liquidity as solid and
stable. Funding benefits from the society's large and stable
retail deposit base, which represented 71.5% of total non-equity
funding at end-1HFY17, but Nationwide also uses wholesale
funding, both secured and unsecured. Primary liquidity, mainly in
the form of cash and high quality treasury bills, remains sound.

In November 2016, the Bank of England published its policy
statement for the UK MREL framework. Nationwide expects to comply
with the interim requirements applicable to the society from 1
January 2020, expected to be 6% of leverage exposures plus
capital buffers. The society has stated that it will meet this
requirement through issuance of Tier 2 instruments.

SUPPORT RATING AND SUPPORT RATING FLOOR
Nationwide's SR and SRF reflect Fitch's view that senior
creditors cannot rely on extraordinary support from the UK
authorities in the event Nationwide becomes non-viable. In Fitch
opinion, the UK has implemented legislation and regulations that
provide a framework requiring senior creditors to participate in
losses for resolving even large banking groups.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Nationwide's subordinated debt and hybrid securities are notched
down from the society's VR, reflecting their incremental non-
performance risk relative to the VR (up to three notches) and
assumptions around loss severity (up to two notches).

Nationwide's legacy lower Tier 2 subordinated debt is notched
down once from the VR for loss severity. The permanent interest-
bearing securities (PIBS) are rated four notches below
Nationwide's VR, reflecting two notches for their deep
subordination and two notches for incremental non-performance
risk. The AT1 securities are rated five notches below
Nationwide's VR, of which two notches are for loss severity to
reflect the conversion into core capital deferred shares on
breach of the trigger, and three notches for incremental non-
performance risk as coupon payment is fully discretionary.

RATING SENSITIVITIES
IDRS, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT
As the Long-Term IDR and senior debt ratings are notched up from
Nationwide's VR, they are sensitive to a change in the bank's VR.

The Long-Term IDR and senior debt ratings would be downgraded if
the size of the QJD buffer is reduced materially. The notching of
the ratings from the VR is also sensitive to changes in
assumptions on resolution intervention point and post-resolution
capital needs, and the development of resolution planning more
generally. Furthermore, changes to Nationwide's risk weightings
may also affect the size and sufficiency of the society's junior
debt buffer and as such an increase in risk weightings will be
negative.

The DCR is primarily sensitive to changes in Nationwide's Long-
Term IDR.

VR
Nationwide's VR is primarily sensitive to an increase in the
society's risk appetite, which Fitch does not expect. A sharp
increase in lending to higher-risk segments, including CRE, or
higher LTV lending, could put pressure on its ratings. The
ratings would also come under pressure if Nationwide fails to
maintain sound capitalisation.

An upgrade of Nationwide's VR is unlikely as the society's
business model, which concentrates on UK residential mortgage
lending and savings, is less diversified than that of its more
highly rated UK peers.

Nationwide's VR could also be affected by a material change in
the operating environment, for example, in the UK if the economic
effect of the UK's decision to leave the EU is particularly
severe, which may lead to a material worsening of underlying
earnings and asset quality.

SUPPORT RATING AND SUPPORT RATING FLOOR
An upgrade of Nationwide's SR and upward revision of the SRF
would be contingent on a positive change in the sovereign's
propensity to support its banks or building societies, which is
highly unlikely, in Fitch's view.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings are primarily sensitive to changes in the VR from
which they are notched. The ratings of the AT1 instruments are
also sensitive to Fitch changing its assessment of the
probability of their non-performance relative to the risk
captured in Nationwide's VR. This could occur if there is a
change in capital management or flexibility, or an unexpected
shift in regulatory buffers. The ratings are also sensitive to a
change in Fitch's assessment of each instrument's loss severity,
which could reflect a change in the expected treatment of
liability classes during a resolution.

The rating actions are:

Long-Term IDR: upgraded to 'A+' from 'A'; Outlook Stable
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No floor'
Derivative Counterparty Rating: assigned at 'A+(dcr)'
Senior unsecured long-term debt, including programme ratings:
upgraded to 'A+' from 'A'
Commercial paper and short-term debt, including programme
ratings: affirmed at 'F1'
Lower Tier 2: affirmed at 'A-'
Permanent interest-bearing securities: affirmed at 'BBB-'
Subordinated additional tier 1 instruments: affirmed at 'BB+'


ROYAL BANK: Fitch Affirms 'BB-' Convertible Capital Notes Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Long- and Short-Term Issuer
Default Ratings (IDRs) of The Royal Bank of Scotland Group plc
(RBSG), The Royal Bank of Scotland Plc (RBS), National
Westminster Bank plc (NatWest), Royal Bank of Scotland
International Limited (RBSIL), Royal Bank of Scotland NV, RBS
Securities Inc. (RBSSI) and Ulster Bank Limited (UBL) at
'BBB+'/'F2'. At the same time, Fitch has withdrawn UBL's
Viability Rating (VR), due to the reorganisation of the rated
entity, which has resulted in the spin-off of Ulster Bank Ireland
DAC to another group entity. The Outlooks on all Long-Term IDRs
are Stable.

In addition, Fitch has assigned a 'BBB+(dcr)' Derivative
Counterparty Rating (DCR) to RBS and RBSSI as part of its roll-
out of DCRs to significant derivative counterparties in western
Europe and the US. DCRs are issuer ratings and express Fitch's
view of banks' relative vulnerability to default under derivative
contracts with third-party, non-government counterparties.

The rating actions are part of Fitch's periodic review of major
UK banks. A full list of rating actions is at the end of this
rating action commentary.

KEY RATING DRIVERS
IDRs, VRs, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT - RBSG,
RBS, NATWEST
RBSG's, RBS's and NatWest's IDRs are driven by their VRs. Fitch
assigns common VRs to the operating banks as they are managed as
a group and are highly integrated.

RBSG's VR and IDRs are equalised with the ratings of its
operating banks and are primarily based on its role as a holding
company, and take into account the absence of holding company
double leverage.

The VRs primarily reflect the group's significantly improved risk
profile and acceptable capitalisation that provides a sizeable
buffer for expected conduct charges and other non-operating
costs, but also the group's weak performance and the remaining
challenges it faces. These challenges include uncertainty over
the timing and size of potential fine for legacy US RMBS
activities, the likely failure to divest by the end-2017 deadline
a number of branches grouped under Williams & Glyn (W&G), weak
profitability and the ongoing restructuring of the group.

Capitalisation has a high influence on the VRs. The group's end-
3Q16 common equity Tier 1 (CET1) ratio was 15% and 50bps lower
than at end-2015, while the Fitch Core Capital (FCC) ratio was
14.7% at end-3Q16. The drop was mainly due to a dividend payment
to the government and the accelerated payment to the group's
pension fund, partially offset by the continuing deleveraging of
its Capital Resolution division. RBSG announced that it is going
to book a GBP3.1bn provision in relation to US RMBS in 4Q16,
which would have reduced the group's end-3Q16 CET1 ratio by
135bps to 13.6%. The group's CET1 ratio still remains above its
medium-term target of 13% and provides a cushion for the expected
conduct and litigations charges, notably US RMBS-related fines.

In Fitch's opinion, profitability is a key weakness and remains
under significant pressure from high conduct and restructuring
costs. The latter are mainly related to the restructuring of the
corporate and investment banking business, costs related to the
separation of W&G branches, expenses incurred to meet UK ring-
fencing requirements, and the implementation of the group's
transformation and simplification programme. In 9M16 the group
reported an attributable loss of GBP2.5bn, mainly due to GBP1bn
of restructuring costs, GBP1.7bn of conduct costs and a GBP1.2bn
dividend payment to the government to simplify its capital
structure. Fitch expects the group to continue to report losses
in 2017 and possibly into 2018, depending on when the conduct
costs are booked.

In the longer term, Fitch expects RBSG to generate less volatile
and stronger profits if it manages to successfully execute its
turn-around strategy. The group is set to benefit from a strong
UK franchise where it has leading market shares within the SME,
retail and medium-sized corporate segments. For now, the
continuing restructuring of the group weighs on Fitch overall
assessment of the group's company profile, management and
strategy relative to UK peers, all of which constrain the
ratings.

The proportion of impaired loans on its balance sheet is still
higher than its UK peers, but the results of the 2016 Bank of
England stress testing indicated that the asset quality of RBSG's
core domestic portfolio would be resilient to a severe stress. At
end-3Q16, the group reported a 3.8% gross impaired loan ratio,
broadly unchanged from end-2015. A large portion of its problem
assets are in Ireland and extended through its subsidiary, Ulster
Bank Ireland DAC, where residential mortgage loans remain part of
its core activities but are significantly underperforming in
terms of delinquencies and profitability.

The group's funding is now much more balanced than in the past,
with an improved balance between the maturities of its assets and
liabilities, a much reduced reliance on wholesale markets, and a
large, high-quality liquidity buffer.

The minimum requirement for own funds and eligible liabilities
set by the Bank of England, equivalent to 23.5% of the group's
RWAs by 2022, suggests that the group will be an active issuer of
eligible debt, including senior debt issued by RBSG, over the
next few years.

Fitch has assigned a DCR to RBS due to its significant
derivatives activity and to its US broker-dealer, RBSSI. The DCR
is at the same level as the Long-Term IDR because under UK
legislation, derivative counterparties have no preferential
status over other senior obligations in a resolution scenario.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF) - RBSG, RBS
AND NATWEST
RBSG's, RBS's and NatWest's SRs and SRFs reflect Fitch's view
that senior creditors cannot rely on extraordinary support from
the sovereign in the event they become non-viable. In Fitch
opinion, the UK has implemented legislation and regulations to
provide a framework that is likely to require senior creditors
participating in losses for resolving even large banking groups.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings of all subordinated debt and hybrid securities issued
by RBSG companies are notched down from the common VR assigned to
individual group companies, reflecting Fitch's assessment of
their incremental non-performance risk relative to their VRs (up
to three notches) and assumptions around loss severity (one or
two notches).

These features vary considerably by instrument. Subordinated debt
with no coupon flexibility is notched down once from the VR for
incremental loss severity. Legacy Upper Tier 2 subordinated debt
is notched down three times (once for loss severity and twice for
incremental non-performance risk). Legacy Tier 1 and preferred
stock is notched down either four or five times, dependent on
incremental non-performance risk (twice for loss severity and
either two or three times for incremental non-performance risk).
Additional Tier 1 instruments (contingent convertible capital
notes) are notched five times (twice for loss severity and three
times for incremental non-performance risk) given their fully
discretionary coupon payment.

SUBSIDIARIES - RBS NV, RBSIL, RBSSI AND UBL
The IDRs and SR of RBSSI, the group's US broker-dealer, are based
on institutional support from the parent and equalised with
RBSG's IDRs, reflecting Fitch's view that RBSSI's refocused
activities are core to the group's strategy, and that the ability
to support RBSSI, relative to RBSG's financial resources, is
easily manageable. No explicit guarantees or cross default
provisions are present, but Fitch believes that a default of
RBSSI would cause serious reputational damage to RBSG's global
franchise and operations.

RBSIL's IDRs are equalised with RBSG's, reflecting Fitch's view
of a high probability that RBSG would support it, if needed. It
is a fairly small, but wholly-owned and integrated deposit-
gathering subsidiary of the group, whose default would have
serious reputational implications for the wider group, in Fitch
opinion.

RBS NV's IDRs are equalised with RBSG's, reflecting Fitch's view
of a high probability that RBSG would support it, if needed. It
is a fairly small, but wholly owned, integrated subsidiary of the
group, akin to a division, whose default would in Fitch opinion
have serious reputational implications for the wider group.

UBL's IDRs are equalised with RBSG's, reflecting Fitch's view of
a high probability that RBSG would support it, if needed. It is a
fairly small, but wholly owned and integrated subsidiary of the
group and a part of RBSG's UK personal and business banking
division.

RATING SENSITIVITIES
IDRS, VRs, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT - RBSG,
RBS AND NATWEST
RBSG's ratings are currently constrained by uncertainty over the
size and timing of the conduct fines it faces, by unclear
financial and legal consequences from a failure to divest W&G by
end-2017, and by still material execution risk from restructuring
the group. In Fitch's opinion, the group's IDRs and VRs could be
upgraded only after these uncertainties are removed, if the group
maintains good capitalisation and reaches sound profitability via
stronger revenue generation and lower operating expenses.
However, if the fines imposed on the bank are materially higher
than expected, or if litigation or reputation risk proves
particularly disruptive, or if consequences of a delayed
divestment of W&G prove detrimental to the group's franchise and
business model, RBSG's ratings could be downgraded.

The group's VRs and IDRs (and those of its subsidiaries) are also
sensitive to a material worsening of underlying earnings and
asset quality if the economic environment deteriorates
substantially following the UK's decision to leave the EU.

In preparation for meeting UK ring-fencing requirements by 2019,
the group has set up a new intermediate holding company, NatWest
Holdings Limited, which will house a large majority of RBSG's
operations inside its ring-fenced group. In mid-2018 RBSG plans
to transfer most of its retail and commercial customers from RBS
to Adam & Company PLC, which will be renamed RBS. At the same
time RBS will be renamed NatWest Market Plc and together with
RBSIL will be the non-ring-fenced banks. The reorganisation of
the group and creation of separately capitalised and ring-fenced
legal entities within the group could result in rating
differentiation, as Fitch expects that Fitch would no longer
assign common VRs to RBS and NatWest. After the new structure has
been established, RBS's and NatWest's VRs will reflect their
changed asset composition and business model within the RBS
Group. Fitch expects the subsidiaries' IDRs and VRs to remain
closely aligned because Fitch believes that the group will
continue to provide ordinary support to its main subsidiaries
under the new structure.

Fitch equalises the Long-Term IDRs of RBSG's large domestic
operating subsidiaries with their VRs despite significant layers
of subordinated debt and hybrid capital that Fitch expects will
protect the operating companies' senior creditors. Fitch has not
given any uplift to the operating companies' Long-Term IDRs
relative to their VRs because Fitch did not consider the
qualifying junior debt buffer sustainable. This is because Fitch
expects maturing junior debt to be gradually replaced with senior
debt issued by the holding company.

Senior debt issued by the holding company should protect
operating company senior creditors once it has been downstreamed
in a manner that is subordinated to other senior creditors of
these operating companies. The operating companies' Long-Term
IDRs could be notched up once from their VRs once the amount of
qualifying debt is sufficient and the group nears the completion
of its restructuring.

RBSG's IDR would be downgraded if there was a material increase
in double leverage at the holding company, which Fitch did not
expect.

The DCR is primarily sensitive to changes in RBS and RBSSI's
Long-Term IDRs.

SUPPORT RATING AND SUPPORT RATING FLOOR - RBSG, RBS AND NATWEST
Any upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support its banks. While not impossible, in Fitch's opinion this
is highly unlikely.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Subordinated debt and other hybrid capital ratings are primarily
sensitive to changes in the VRs of the issuers or their parents.
The securities' ratings are also sensitive to a change in their
notching, which could arise if Fitch changes its assessment of
the probability of their non-performance relative to the risk
captured in the issuers' VRs. This may reflect a change in
capital management in the group or an unexpected shift in
regulatory buffer requirements, for example. The ratings are also
sensitive to a change in Fitch's assessment of each instrument's
loss severity, which could reflect a change in the expected
treatment of liability classes during a resolution.

SUBSIDIARIES - RBS NV, RBSIL, RBSSI AND UBL
RBS NV, RBSIL, RBSSI and UBL's ratings are sensitive to a change
in Fitch's assessment of RBSG's propensity to support them, which
Fitch did not expect, or to a change in RBSG's IDRs.

The rating actions are:

The Royal Bank of Scotland Group plc
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Viability Rating affirmed at 'bbb+'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'
Senior unsecured debt affirmed at 'BBB+'/'F2'
Subordinated debt affirmed at 'BBB'
Subordinated debt (US780097AM39) affirmed at 'BBB-'
Innovative, Non-innovative Tier 1 and Preferred stock
(US780097AH44; XS0121856859; US780097AE13; US7800978790) affirmed
at 'BB'
Innovative, Non-innovative Tier 1 and Preferred stock affirmed at
'BB-'
Contingent Convertible Capital Notes affirmed at 'BB-'

The Royal Bank of Scotland plc
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Viability Rating affirmed at 'bbb+'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'
Derivative Counterparty Rating: assigned at 'BBB+(dcr)'
Senior unsecured debt affirmed at 'BBB+'/'F2'
Senior unsecured market linked securities affirmed at 'BBB+emr'
Subordinated Lower Tier 2 debt affirmed at 'BBB'
Subordinated Upper Tier 2 debt affirmed at 'BB+'

National Westminster Bank plc
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Viability Rating affirmed at 'bbb+'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'
Long-term and Short-term senior unsecured debt affirmed at
'BBB+'/'F2'
Subordinated Lower Tier 2 debt affirmed at 'BBB'
Subordinated Upper Tier 2 debt affirmed at 'BB+'

Royal Bank of Scotland NV
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Support Rating affirmed at '2'
Senior unsecured debt affirmed at 'BBB+'/'F2'
Senior unsecured market linked securities affirmed at 'BBB+emr'
Subordinated debt affirmed at 'BBB'

Royal Bank of Scotland International Ltd
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Support Rating affirmed at '2'

RBS Securities Inc. (rated under Fitch's Global Non-Bank
Financial Institutions Rating Criteria)
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Support Rating affirmed at '2'
Derivative Counterparty Rating: assigned at 'BBB+(dcr)'

Ulster Bank Limited
Long-Term IDR affirmed at 'BBB+'; Stable Outlook
Short-Term IDR affirmed at 'F2'
Viability Rating withdrawn
Support Rating affirmed at '2'


RSA INSURANCE: To Dispose GBP834MM Mil. of Legacy Liabilities
-------------------------------------------------------------
Alice Ross at The Financial Times reports that RSA said it would
dispose of GBP834 million of UK legacy insurance liabilities in a
deal that will strengthen its capital position and allow the
insurer to focus on its continuing businesses.

According to the FT, the insurer is offloading the liabilities to
Bermuda-based Enstar Group, which specializes in buying and
managing insurance portfolios in run-off mode.

RSA said the deal would add 17-20 points to its so-called
Solvency II coverage -- the European Union regulations that state
how much capital insurance companies must hold to reduce the risk
of insolvency, the FT relates.

RSA Insurance Group plc (trading as RSA, formerly Royal and Sun
Alliance) is a British multinational general insurance company
headquartered in London, United Kingdom. RSA has major operations
in the UK & Ireland, Scandinavia, Canada,and Latin America and
provides insurance products and services in more than 140
countries through a network of local partners.


SMARTDRIVE: Gone Into Liquidation after 30 Years
------------------------------------------------
Drives and Controls reports the Cambridgeshire motion control
specialist SmartDrive has gone into liquidation after more than
30 years of business. The rights to its stepper drive designs
have been acquired by Surrey-based Mclennan.

It went into liquidation shortly before Christmas, with Richard
Cacho -- richard.cacho@parkerandrews.co.uk -- of Parker Andrews
being appointed liquidator.

The report notes Mclennan has purchased the design and
manufacturing rights for SmartDrive's D- and DM-series full- and
half-stepping and microstepping Eurocard-format drives.  These
had been a flagship range for SmartDrive since their inception in
the mid-1980s and had become a key product for many OEMs and end-
users, the report relays.

Mclennan says that by securing the manufacturing rights to the
drives, it can guarantee existing users continuity of supply,
according to the report.  Its new D and DM series drives are
form-fit replacements for the former SmartDrive models, using the
equivalent components, manufacturing techniques and quality
control procedures, the report notes.  The drives offer
continuous current ratings from 2.8-16.5A at supply voltages from
27-94V DC.

The report relays the D series provides 200/400 full/half step
resolution, while the DM series offers microstepping up to 51,200
steps/rev binary or 50,000 steps/rev decimal.

SmartDrive, founded in 1985, designed, manufactured and
integrated motion products including stepper motors, servodrives,
encoders, control panels and motion controllers.


SPRINGHEALTH LEISURE: Closed by Liquidators Due to Mounting Debts
-----------------------------------------------------------------
Tom Dare at Essex Live reports that a popular Chelmsford gym has
been closed by liquidators overnight due to mounting debts,
leaving both staff and members in the lurch.

SpringHealth Leisure Club in Brian Close was forced to close on
Thursday, January 26 when an accountancy firm took over control
of the business, which also has premises in Heathrow and
Hampstead, according to Essex Live.

The report says Chelmsford city councillor for Moulsham Lodge,
Cllr Mark Springett says no one had any idea of the gym's
imminent closure.

"The gym has been there for some years, but I had no idea of its
closure until I saw about it on social media," he said, the
report discloses.


TATA STEEL UK: European Steel Business Returns to Profit
--------------------------------------------------------
Alan Tovey at The Telegraph reports that Tata's European steel
business -- which includes its sprawling Port Talbot site -- is
back in profit.

According to The Telegraph, a combination of operational
improvements, currency movements, lower energy costs and stronger
steel prices helped the Indian-owned company's European arm
deliver GBP74 million of earnings before interest, tax,
depreciation and amortization in the third quarter.

This compares with a GBP90 million loss during the same period
last year, when the steel industry was deep in crisis, The
Telegraph notes.

Hans Fischer, chief executive of Tata Steel Europe, said a focus
on higher value products was partly behind the return to profit
and that the company continues to focus on these as part of its
ongoing strategy, The Telegraph relates.

The massive GBP15 billion pension scheme attached to Tata's
British business continues to be a burden, however, The Telegraph
states.  Last month the fund's trustees warned members it could
report a GBP1 billion deficit at its valuation in March, which
Tata would have to pay into to plug, The Telegraph recounts.

In a letter to the scheme's 135,000 members the trustees, as
cited by The Telegraph, said that Tata had "confirmed it cannot
afford to make deficit recovery contributions and indicated that
without action, the likely outcome is that it would become
insolvent".

Members are currently voting on whether to back a deal which
would close the pension to future accruals and could start the
process for it to be spun off, proposals which are backed by
unions, The Telegraph relays.

If the Tata Steel Europe were to collapse, as a result of not
being able to manage payments to plug the deficit, the pension
fund would be dropped into the pensions protection fund, the
lifeboat for unfunded retirement schemes, with steelworkers
taking an even bigger hit to their benefits, The Telegraph
discloses.

Tata Steel is the UK's biggest steel company.



                            *********

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 2017.  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 * * *