TCREUR_Public/170310.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

           Friday, March 10, 2017, Vol. 18, No. 050


                            Headlines


F R A N C E

BANQUE PSA: Moody's Hikes Rating on Adjusted BCA From Ba1
OBOL FRANCE: Moody's Assigns First Time B2 CFR, Outlook Positive


G E R M A N Y

DEUTSCHE POSTBANK: Moody's Affirms Ba2 Sub. Regular Bond Rating


I R E L A N D

BUSINESS MORTGAGE: Fitch Affirms Ratings on 19 Tranches
EUROPEAN RESIDENTIAL 2017-PL1: Moody's Rates Cl. F Notes (P)B2
HARVEST CLO VII: Fitch Assigns B-(EXP) Rating to Class F-R Notes
HARVEST CLO VII: S&P Assigns Prelim. B- Rating to Cl. F-R Notes
KENNY GALWAY: Exits Examinership, 35 Jobs Saved

MOUNT WOLSELELY: Put Up for Sale for EUR14 Million
VULCAN EUROPEAN NO. 28: Fitch Cuts Ratings on 3 Tranches to D


I T A L Y

BERICA 5 RESIDENTIAL: S&P Affirms 'B-' Rating on Class C Notes
F-E GOLD: Fitch Raises Rating on EUR3.6MM Class C Notes to BB+


L U X E M B O U R G

ALLNEX LUXEMBOURG: Moody's Affirms B1 Corporate Family Rating
EUROPROP EMC VI: S&P Lowers Rating on Class A Notes to 'CCC-'


R U S S I A

VIMPELCOM LTD: Fitch Affirms BB+ Long-Term IDR, Outlook Stable


U N I T E D   K I N G D O M

BLUE INC: Commences Company Voluntary Arrangement Process
CO-OPERATIVE BANK: Engaging with Potential Bidders, Posts Losses
FOOD RETAILER: Oldway Centre Budgens Store to Close This Month
FOOD RETAILER: Sherborne Budgens Secure and Will Remain Open
GM ENVIRONMENTAL: Slipped Into Administration

PREMIER OIL: Refinancing Nears Conclusion, Chief Executive Says
RSA INSURANCE: S&P Assigns 'BB' Rating to Restricted Tier 1 Notes
SOUTHERN PACIFIC 05-B: S&P Raises Rating on Class E Notes to B
WNG GROUP: Goes Into Administration, Cuts 72 Jobs


X X X X X X X X

* Important Dates Set for New Insolvency Rules
* BOOK REVIEW: The First Junk Bond


                            *********



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F R A N C E
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BANQUE PSA: Moody's Hikes Rating on Adjusted BCA From Ba1
---------------------------------------------------------
Moody's Investors Service has upgraded Banque PSA Finance)'s
long-term deposit and senior unsecured ratings to A3 with a
stable outlook from Baa2 with a stable outlook. Moody's also
upgraded BPF's baseline credit adjustment (BCA) and adjusted BCA
to baa3 from ba1. Concurrently, BPF's long-term counterparty risk
assessment (CRA) was upgraded to A3(cr) from Baa1(cr). Moody's
affirmed the short-term deposit ratings at Prime-2 and the short-
term CRA at Prime-2(cr). The Aa2 backed senior unsecured rating
was withdrawn, as BPF has redeemed all its outstanding debt
guaranteed by the French government.

The upgrade of BPF's BCA to baa3 reflects significant changes to
its financial fundamentals since it entered into a partnership
with Santander Consumer Finance S.A. (Santander CF, A3/A3 stable,
baa2). In particular, the BCA reflects BPF's high solvency and
liquidity, which is partly offset by the concentration of its
exposures to a single business. The BCA does not however exceed
the adjusted BCA of PSA Banque France (PSA BF, Baa1/Baa1 stable,
ba1), as Moody's considers that BPF's probability of failure is
intrinsically linked to that of its operating subsidiary.

The rating agency's Loss Given Failure (LGF) analysis concludes
that there is an extremely low loss-given-failure for both BPF's
deposits and senior unsecured debt, resulting in three notches of
uplift from the adjusted BCA of baa3.

These rating actions have been taken in conjunction with the
action on PSA Banque France (PSA BF), BPF's operating subsidiary
in France.

These rating actions are not driven by the action taken on
Peugeot S.A. (PSA Group, Ba2 stable), which followed the
announcement of March 6, 2017 that PSA Group will acquire GM's
Opel/Vauxhall subsidiary and that BPF jointly with BNP Paribas
Personal Finance (A1/A1 stable, ba1) will acquire GM Financial's
European operations, and do not take account of any potential
impact of this transaction.

RATINGS RATIONALE

BPF's BCA REFLECTS HIGH SOLVENCY AND SOUNDS LIQUIDITY BUT IS
CONSTRAINED BY ITS OPERATING SUBSIDIARY'S CREDITWORTHINESS

As a result of the partnership with Santander CF, BPF holds
minority interests in a number of joint-ventures (JVs) operated
by the two entities. BFP retains full control over the very
limited activities outside the scope of this partnership
(approximately 2% of the whole group's loans) and Moody's expects
this to remain the case. As BPF's stakes in the JVs are more than
fully financed with equity, BPF's funding needs have dramatically
fallen and most of its debts have already been redeemed. The
bank's total assets at year-end 2016 were EUR2.7 billion, of
which EUR1.5 billion represent equity stakes in the JVs, while
shareholders' equity represents 74% of total liabilities (EUR2.1
billion).

BPF's solvency is thus high as the asset risk arising from the
equity invested in the operating JVs is mitigated by its
substantial capital. Its funding structure and liquidity position
are also sound. BPF's own operations are financed with some
wholesale funding, but this risk is mitigated by substantial on-
balance sheet liquid assets and liquidity lines provided by
credit institutions.

Despite its relatively strong financial profile, BPF's
creditworthiness is nevertheless constrained by both its monoline
focus and the inherent concentration of its exposures to the
broader joint ventures managed by Santander CF, limiting its
adjusted BCA to that of PSA BF.

LGF ANALYSIS RESULTS IN EXTREMELY LOW LOSS-GIVEN-FAILURE FOR
DEPOSITS AND SENIOR UNSECURED DEBT

Moody's LGF analysis of BPF assumes that (1) BPF's resolution
will be separate from that of its operating subsidiaries; and (2)
its equity stakes in the JVs have no value when BPF itself
reaches the point of non-viability. However, under this scenario,
Moody's believes that BPF would still have substantial excess
equity and this is reflected in an assumption of residual
tangible common equity equivalent to 10% of total assets rather
than the standard assumption of 3%.

BPF's deposits and senior unsecured debt thus benefit from an
extremely low loss-given-failure thanks to the loss absorption
provided the substantial equity cushion and the volume of senior
unsecured debt, resulting in three notches of uplift in each case
relative to the bank's adjusted BCA.

RATIONALE FOR THE OUTLOOK

The stable outlook reflects the fact that Moody's does not expect
any significant change in the creditworthiness of the operating
subsidiaries, nor in the financial structure of BPF over the
outlook horizon.

WHAT COULD CHANGE THE RATING UP/DOWN

To the extent BPF's BCA is currently constrained by PSA BF's
adjusted BCA, BPF's BCA would be upgraded if PSA BF's adjusted
BCA were upgraded. This could in turn result in an upgrade of
BPF's deposit and senior unsecured ratings.

A downgrade of BPF's BCA could be triggered by a downgrade of PSA
BF's adjusted BCA. The BCA could also be downgraded if BPF moved
a substantial amount of capital to its parent, or if it
significantly increased its investments in the operating
subsidiaries without raising its capital base but by using
wholesale funding instead.

BPF's long-term ratings would be downgraded if BPF's BCA were
downgraded. They could also be downgraded if the excess capital
available for BPF's residual activities after full deduction of
its equity stakes in the JVs were to materially reduce.

LIST OF AFFECTED RATINGS

Issuer: Banque PSA Finance

Upgrades:

-- Long-term Counterparty Risk Assessment, upgraded to A3(cr)
    from Baa1(cr)

-- Long-term Deposit Ratings, upgraded to A3 Stable from Baa2
    Stable

-- Senior Unsecured Regular Bond/Debenture, upgraded to A3
    Stable from Baa2 Stable

-- Senior Unsecured Medium-Term Note Program, upgraded to (P)A3
    from (P)Baa2

-- Adjusted Baseline Credit Assessment, upgraded to baa3 from
    ba1

-- Baseline Credit Assessment, upgraded to baa3 from ba1

Affirmations:

-- Short-term Counterparty Risk Assessment, affirmed P-2(cr)

-- Short-term Deposit Ratings, affirmed P-2

Withdrawal:

-- Backed Senior Unsecured Regular Bond/Debenture, previously
    rated Aa2 Stable

Outlook Action:

-- Outlook remains Stable


OBOL FRANCE: Moody's Assigns First Time B2 CFR, Outlook Positive
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) to
Obol France 2 SAS), a holding company owner of French funeral
services company OGF. At the same time, the agency has assigned
B2 (LGD 4) ratings to the proposed EUR960 million senior secured
Term Loan B and EUR60 million senior secured revolving credit
facility of Obol France 3 SAS. The outlook on all ratings is
positive.

"Moody's assigned a B2 CFR to Obol France 2 SAS to reflect OGF's
narrow business profile as a funeral service operator in France
as well as its highly leveraged capital structure," says
Guillaume Leglise, a Moody's Analyst and lead analyst for OGF.
"Nevertheless, the rating and outlook also factor in OGF's
defensive business profile, solid track record of profitability
growth and Moody's expectations of some deleveraging supported by
a positive free cash flow generation."

Obol France 2 SAS is a new holding company established in
connection with the proposed acquisition of OGF by Ontario
Teachers' Pension Plan (OTPP), one of the world largest
institutional investors. Obol France 3 SAS will be fully owned by
Obol France 2 SAS, which is the top entity of the restricted
group.

RATINGS RATIONALE

The B2 CFR reflects the high business concentration of OGF in a
competitive industry and its significant leverage. The proposed
transaction involves an incremental debt of around EUR310 million
which will translate into a pro-forma leverage ratio (defined as
gross debt/EBITDA) of around 6.4x (as adjusted by Moody's) on the
basis of the 2017 pro forma results (ended 31 March 2017, and
including the full-year consolidation of Serenium). While the
initial leverage is very high for the rating category, Moody's
expectations of continued solid profitability growth, as proven
historically by OGF, will support some deleveraging in the next
12 to 18 months.

The rating also reflects the relatively low volume growth rates
expected in OGF's domestic market over the near-term and the very
fragmented funeral market in France that lead to some erosion in
market share in terms of volumes from competition. In this
context, the need for acquisitions to protect its market position
and volumes reduces the financial flexibility of OGF, as seen
historically. Moody's expects the company to apply the operating
cash flow generated by the business substantially towards capex
and acquisitions, although management can exercise discretion on
the phasing of capex implementation.

More positively, the B2 CFR reflects the defensive long-term
dynamics in the funeral industry, with favorable demographic
developments in France. The company also benefits from an
integrated business model through its dense and national network
of branches, funeral homes and managed crematoria. OGF's wide
footprint and presence in cremation mitigates some of the
negative effects of lower priced cremations (however with
superior margins) which are gaining momentum. It also takes into
account OGF's leading market position in France and its solid
margins, supported by ongoing cost focus, successful integration
of bolt-on acquisitions in the past and its proven track record
in upselling and implementing price increases.

Importantly, the rating also incorporates certain assumptions
made regarding the capital structure and final documentation
including that the final terms and conditions of any non-common
equity funding will result in full equity treatment under Moody's
methodologies.

Moody's views the liquidity profile as adequate. Following the
proposed transaction, OGF will have a limited cash balance
initially but it will have access to an undrawn EUR60 million
RCF. Moody's expects this to be sufficient to cover OGF's
liquidity requirements although Moody's expects free cash flow
after acquisitions to remain modest in the next 12 to 18 months.

STRUCTURAL CONSIDERATIONS

The CFR is assigned at Obol France 2 SAS, which is a holding
company and top entity of the restricted group, while the
borrower under the debt facilities is Obol France 3 SAS. The
capital structure will consist of a senior secured term loan B
maturing in March 2023, representing EUR960 million. This loan is
rated B2, with a loss given default assessment of 4 (LGD4). The
facilities also include an RCF of EUR60 million, also rated B2.
Under the terms of the loan agreement and the intercreditor
agreement, the RCF and term loan rank pari passu . These
facilities benefit from a guarantee from guarantors representing
not less than 80% of group EBITDA. Both instruments are secured,
on a first-priority basis, by certain share pledges, intercompany
receivables and bank accounts. However, Moody's cautions that
there are significant limitations on the enforcement of the
guarantees and collateral under French law.

The PDR of B2-PD reflects the use of a 50% family recovery
assumption, reflecting a capital structure including bank debt
and loose covenants, with RCF lenders relying only on one
maintenance covenant defined as net leverage. This covenant will
only be tested if outstanding borrowings under the RCF are equal
to or greater than 35% of the overall commitment.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that the
company will continue to offset volume pressure through a mix of
acquisitions, price increases and focus on cost improvements so
that some EBITDA growth can be achieved as seen historically,
thus supporting deleveraging towards 5.5x in the next 24 months.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating could occur as the company
continues to grow profitably such that Moody's-adjusted
Debt/EBITDA trends towards 5.0x, supported by a positive free
cash flow generation.

Conversely, the rating could come under negative pressure if the
company fails to generate EBITDA growth, for example from
increasing volume pressure or market share reduction. Negative
pressure could also arise if OGF's free cash flow after
acquisitions turns negative or the liquidity profile
deteriorates. In any case, negative pressure on the rating could
occur if Debt/EBITDA, as measured by Moody's, remains sustainably
above 6.0x.

PRINCIPAL METHODOLOGY

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

Headquartered in Paris, France, OGF's activities include Funeral
Services, Monuments (to enable coffins' burial and funeral urns'
integration into specific spaces), and other activities
comprising Cemetery Works, Crematorium Management, Pre-need
Services and Coffins Manufacturing. In the 12 months to 31
December 2016, OGF generated revenues of EUR596 million and
reported EBITDA of EUR145 million (as adjusted by the company).

Following the acquisition of an additional 34% as part of the
proposed transaction, Ontario Teachers' Pension Plan (OTPP), one
of the world largest institutional investors, will own 74% of
OGF's capital. The rest of the capital will be owned by Pamplona
(20%) and the management (6%).



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G E R M A N Y
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DEUTSCHE POSTBANK: Moody's Affirms Ba2 Sub. Regular Bond Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the A3/Prime-2 deposit
ratings of Deutsche Postbank AG, as well as the long-term (P)Baa2
senior unsecured debt program rating, and changed the outlook on
the A3 long-term deposit ratings to stable from negative.

Concurrently, Moody's has also affirmed Postbank's standalone ba1
Baseline Credit Assessment (BCA) and its adjusted BCA, which
reflects support assumptions from its ultimate parent Deutsche
Bank AG (DB; deposits A3, senior unsecured debt Baa2, outlook
stable, BCA ba1).

The rating action was triggered by DB's announcement on 5 March
2017 of a fully underwritten EUR8 billion raise of common equity
and major course corrections to its 2020 strategic plan. In this
context, DB announced its intention to retain and fully integrate
Postbank rather than to divest it, as was previously planned.
This let Moody's raise its affiliate support assumptions factored
into Postbank's ratings to Very High from Moderate previously.
Further, the rating agency continues to consider Postbank to be
part of a combined resolution perimeter with DB, which is
reflected in an unchanged ratings uplift under Moody's Advanced
Loss Given Failure (LGF) analysis for Postbank's senior debt and
deposit ratings, as well as an alignment of the outlook for
Postbank's deposit rating with that of DB.

As part of rating actions, Moody's also affirmed Postbank's
A3(cr)/Prime-2(cr) Counterparty Risk Assessments, as well as the
ratings of several funding vehicles for issued preferred stock
instruments.

RATINGS RATIONALE

The affirmation of all ratings and rating inputs for Postbank at
their current levels reflects Moody's change in the affiliate
support assumption to Very High from Moderate given the renewed
strategic importance of Postbank for DB. However, the higher
assumed support level does not result in any uplift to Postbank's
ba1 BCA, due to the weaker standalone credit profile of its
parent DB, which also constraints Postbank's BCA by one notch,
reflecting the common resolution perimeter.

The change in the long-term deposit rating outlook to stable from
negative aligns Postbank's deposit outlook with that of DB once
again, and follows the fact that institutional depositors will
now continue to benefit from ample subordination provided by
senior and subordinated debt in Moody's Advanced LGF analysis,
which is based on the liability structure of DB. The previous
negative outlook on Postbank's deposit rating reflected Moody's
view that a deconsolidation of Postbank from DB would have
increased the loss-given-failure that institutional depositors
would have been exposed to in case of resolution without a prior
adjustment of Postbank's standalone liability structure.

WHAT COULD MOVE THE RATING - UP

The bank's BCA could come under upward pressure upon an upgrade
of the BCA of DB, which currently caps the BCA of Postbank.

An upgrade of Postbank's BCA would likely result in an upgrade of
the debt and deposit ratings. Postbank's debt ratings may also be
upgraded due to changes in DB's liability structure that lead to
a lowering of the loss-given-failure for this debt class.
Postbank's short-term program and deposit ratings may be upgraded
if the bank's deposit rating is upgraded, because both short-term
debt and deposit ratings of German banks reference a long-term
rating level consistent with the deposit rating when determining
the short-term rating.

WHAT COULD MOVE THE RATING - DOWN

Downward pressure could be exerted on Postbank's BCA from a
downgrade of DB's BCA. In the absence of downward rating pressure
originating from DB's BCA, Postbank's BCA is unlikely to be
downgraded because the bank's unconstrained financial profile
exceeds that of DB by one notch. However, Postbank's
unconstrained financial profile may come under pressure upon
evidence of weakening operating performance beyond what Moody's
currently expects given the persistently low-interest-rate
environment, and/or failure to sustain the recent improvement of
the bank's capital and leverage ratios.

Postbank's long-term debt program and deposit ratings could be
downgraded in the case of a downgrade of Postbank's BCA or if
changes in DB's liability structure resulted in a higher loss-
given-failure for individual debt classes.

LIST OF AFFECTED RATINGS

The following ratings were affirmed:

Issuer: Deutsche Postbank AG

-- Long Term Bank Deposit Rating (domestic and foreign
    currency): A3 outlook changed to Stable from Negative

-- Short-Term Bank Deposit Rating (domestic and foreign
    currency): P-2

-- Senior Unsecured Medium-Term Note Program (domestic
    currency): (P)Baa2

-- Short-Term Deposit Note/CD Program (domestic currency): P-2

-- Commercial Paper (domestic currency): P-2

-- Other Short Term (domestic currency): (P)P-2

-- Subordinate Regular Bond/Debenture (domestic and foreign
    currency): Ba2

-- Subordinate Medium-Term Note Program (domestic currency):
    (P)Ba2

-- Adjusted Baseline Credit Assessment: ba1

-- Baseline Credit Assessment: ba1

-- Long-Term Counterparty Risk Assessment: A3(cr)

-- Short-Term Counterparty Risk Assessment: P-2(cr)

Issuer: Deutsche Postbank Funding Trust I

-- Preferred Stock Non-Cumulative (foreign currency): B1(hyb)

Issuer: Deutsche Postbank Funding Trust II

-- Preferred Stock Non-Cumulative (foreign currency): B1(hyb)

Issuer: Deutsche Postbank Funding Trust III

-- BACKED Preferred Stock Non-Cumulative (foreign currency):
    B1(hyb)

Issuer: Deutsche Postbank Funding Trust IV

-- Preferred Stock Non-Cumulative (foreign currency): B1(hyb)

Outlook Actions:

Issuer: Deutsche Postbank AG

-- Outlook changed to Stable from Negative

PRINCIPAL METHODOLOGIES

The principal methodology used in these ratings was Banks
published in January 2016.



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BUSINESS MORTGAGE: Fitch Affirms Ratings on 19 Tranches
-------------------------------------------------------
Fitch Ratings has upgraded 11 tranches of the Business Mortgage
Finance (BMF) series and affirmed 19 others.

The BMF transactions are securitisations of mortgages to small
and medium-sized enterprises and to the owner-managed business
community, originated by Commercial First Mortgages Limited. The
performance of these transactions has been analysed using Fitch's
SME Balance Sheet Securitisation Rating Criteria.

KEY RATING DRIVERS

Robust Credit Enhancement (CE) Levels

The five deals have deleveraged substantially and their current
notes' balance represent between 14% (BMF 3) and 49% (BMF 7) of
the original issuance. The resulting increase in CE is the main
driver of the upgrades of the senior notes of the series.

Weaker Performance of Later Vintages

The combination of cumulative large period losses and
insufficient excess spread has led to the depletion of reserve
funds and to increasing principal deficiency ledgers (PDL).
Specifically, in the case of BMF 5, 6 and 7 respectively, the
outstanding PDLs exceed the balances of the class C notes and
have now reached 23%, 78% and 86% of the class B notes' balances.
This has contributed to revised recovery estimates for the
series.

Stressed Recovery Assumptions

Recovery rates across the series are lower than Fitch would
expects from the application of Fitch standard criteria for
typical SME transactions. The weighted average recovery rates on
possession cases, where sales of underlying properties have
resulted in a loss for the issuer, span from 50.4% (BMF 3) to
37.6% (BMF 5). Fitch believes that low recoveries are due to a
combination of originally overvalued properties, high foreclosure
costs incurred to prepare the property for sale and accrued
interest due at the time of sale. Fitch has not considered
potential recoveries deriving from unsecured claims against the
borrower, as detailed historical data was not available.

Decreasing Arrears, Larger Losses

The decreasing trend of late-stage arrears continued in 2016. As
of mid-November 2016, the proportion of collateral in arrears by
more than three months was generally lower when compared with 12
months ago. This metric improved for BMF 3, 4, 6 and 7 by 10.9pp,
2.7pp, 4.2pp, and 3pp respectively and worsened by 0.4pp for BMF
5. The positive trend in late-stage arrears is reflected in the
Stable Outlooks across the series. However, Fitch recognises that
a significant portion of the reduction is due to the sale of
properties taken into possession by CFML.

Over the same period, the cumulative balance of repossessions
increased across the series, ranging between 0.4pp in BMF 3, and
0.8pp in BMF 6. Cumulative losses as a percentage of the original
portfolio balance has widened to between 0.2pp in BMF 4 and
1.23pp in BMF 7.

RATING SENSITIVITIES

Further losses and increases in PDLs beyond Fitch's stresses
could lead to negative rating actions, particularly on the bottom
end of the structures.

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

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

DATA ADEQUACY

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

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

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

The rating actions are as follows:

BMF3:
Class M notes (XS0223481838): affirmed at 'AAAsf'; Outlook Stable
Class B1 notes (XS0223482307): affirmed at 'BBBsf'; Outlook
Stable
Class B2 notes (XS0223482729): affirmed at 'BBBsf'; Outlook
Stable
Class C notes (XS0223483024): affirmed at 'BBsf'; Outlook Stable

BMF4:
Class M (XS0249508242): upgraded to 'BBB+sf' from 'BBBsf';
Outlook Stable
Class B (XS0249508754): affirmed at 'CCCsf'; Recovery Estimate
(RE) revised to 45% from 100%
Class C (XS0249509133): affirmed at 'CCsf'; RE revised to 0% from
80%

BMF5:
Class A1 notes (XS0271320060): upgraded to 'AAAsf' from 'AAsf';
Outlook Stable
Detachable A1 coupon (XS0271321035): upgraded to 'AAAsf' from
'AAsf'; Outlook Stable
Class A2 notes (XS0271323163): upgraded to 'AAAsf' from 'AAsf';
Outlook Stable
Detachable A2 coupon (XS0271323676): upgraded to 'AAAsf' from
'AAsf'; Outlook Stable
Class M1 notes (XS0271324724): affirmed at 'CCCsf'; RE revised to
80% from 100%
Class M2 notes (XS0271324997): affirmed at 'CCCsf'; RE revised to
80% from 100%
Class B1 notes (XS0271325291): affirmed at 'CCsf'; RE revised to
0% from 70%
Class B2 notes (XS0271325614): affirmed at 'CCsf'; RE revised to
0% from 70%
Class C notes (XS0271326000): affirmed at 'Csf'; RE 0%

BMF6:
Class A1 notes (XS0299445808): upgraded to 'A+sf' from 'Asf';
Outlook Stable
Detachable A1 coupon (XS0299535384): upgraded to 'A+sf' from
'Asf'; Outlook Stable
Class A2 notes (XS0299446103): upgraded to 'A+sf' from 'Asf';
Outlook Stable
Detachable A2 coupon (XS0299536515): upgraded to 'A+sf' from
'Asf'; Outlook Stable
Class M1 notes (XS0299446442): affirmed at 'CCCsf'; RE revised to
55% from 100%
Class M2 notes (XS0299446798): affirmed at 'CCCsf'; RE revised to
55% from 100%
Class B2 notes (XS0299447507): affirmed at 'CCsf'; RE revised to
0% from 10%
Class C notes (XS0299447846): affirmed at 'Csf'; RE 0%

BMF7:
Class A1 notes (XS0330211359): upgraded to 'Asf' from 'BBBsf';
Outlook Stable
Detachable A1 coupon (XS0330212597): upgraded to 'Asf' from
'BBBsf'; Outlook Stable
Class M1 notes (XS0330220855): affirmed at 'CCCsf'; RE revised to
45% from 90%
Class M2 notes (XS0330222638): affirmed at 'CCCsf'; RE revised to
45% from 90%
Class B1 notes (XS0330228320): affirmed at 'CCsf'; RE 0%
Class C notes (XS0330229138): affirmed at 'Csf'; RE 0%


EUROPEAN RESIDENTIAL 2017-PL1: Moody's Rates Cl. F Notes (P)B2
--------------------------------------------------------------
Moody's Investors Service has assigned provisional credit ratings
to the following classes of notes to be issued by European
Residential Loan Securitisation 2017-PL1 DAC:

-- EUR[] M Class A Mortgage Backed Floating Rate Notes due
    November 2057, Assigned (P)Aaa (sf)

-- EUR[] M Class B Mortgage Backed Floating Rate Notes due
    November 2057, Assigned (P)Aa1 (sf)

-- EUR[] M Class C Mortgage Backed Floating Rate Notes due
    November 2057, Assigned (P)Aa3 (sf)

-- EUR[] M Class D Mortgage Backed Floating Rate Notes due
    November 2057, Assigned (P)A3 (sf)

-- EUR[] M Class E Mortgage Backed Floating Rate Notes due
    November 2057, Assigned (P)Ba1 (sf)

-- EUR[] M Class F Mortgage Backed Floating Rate Notes due
    November 2057, Assigned (P)B2 (sf)

The EUR[] M Class Z Mortgage Backed Fixed Rate Notes and the
EUR[] M Class X Notes due [November 2057] were not rated by
Moody's.

This transaction is a securitisation backed by a portfolio of
prime and non-conforming Irish first lien residential mortgage
loans originated by Bank of Scotland (Ireland) Limited, Start
Mortgages DAC and Nua Mortgages Limited mainly between 2003 and
2008.

The portfolio will be serviced by Start Mortgages DAC ("Start
Mortgages"; NR). The servicing activities performed by Start
Mortgages are monitored by the servicing consultant, Hudson
Advisors Ireland DAC ("Hudson"; NR). Hudson has also been
appointed as back-up servicer facilitator in place to assist the
issuer to find a substitute servicer in case the servicing
agreement with Start Mortgages is terminated.

RATINGS RATIONALE

The ratings of the notes are based on an analysis of the
characteristics of the underlying portfolio, protection provided
by credit enhancement and the structural integrity of the
transaction.

In analysing the portfolio, Moody's determined the MILAN Credit
Enhancement (CE) of [50]% and the portfolio Expected Loss (EL) of
[20]%. The MILAN CE and portfolio EL are key input parameters for
Moody's cash flow model.

MILAN CE of [50]%: this is above the average for other Irish RMBS
transactions and follows Moody's assessment of the loan-by-loan
information taking into account the historical performance and
the pool composition including (i) the weighted average current
loan-to-value (LTV) ratio of [67.3]% and indexed LTV of [90.2]%
of the total pool and (ii) the inclusion of [76.2]% restructured
loans and [18.8]% of loans in arrears.

Portfolio expected loss of [20]%: this is above the average for
other Irish RMBS transactions and is based on Moody's assessment
of the lifetime loss expectation for the pool taking into account
(i) the historical collateral performance of the loans to date;
(ii) the current macroeconomic environment in Ireland; and (iii)
benchmarking with similar Irish RMBS transactions.

Credit Enhancement: The Class A notes benefit from the
subordination provided by more junior notes, namely Class B to Z
notes. There is an amortizing liquidity reserve fund in place
sized at closing as [3]% of Class A outstanding balance dedicated
to paying the interest on Class A and senior fees only and a non-
amortizing reserve fund sized at [3]% of the mortgage portfolio
at closing less the balance held in the liquidity reserve. At
closing the reserve fund amounts to []%. During the life of the
transaction the liquidity reserve fund can only be used for
liquidity purposes and cannot be used to cure credit losses, the
general reserve fund can be used to cure PDL. As the notes repay,
the amount that can be held in the liquidity reserve fund
decrease consequently the amount that can be held in the general
reserve fund increases until the general reserve fund balance is
equal to [3]% of original pool balance. As the general reserve
fund increases the amount that can be used for losses through
curing records on the PDL increases as well. The transaction has
annualized excess spread of around []% (assuming a EURIBOR rate
of 4%).

Operational Risk Analysis: Start Mortgages is the servicer in the
transaction. In order to mitigate operational risk, Hudson has
been appointed as back-up servicer facilitator in place to assist
the issuer to find a substitute servicer in case the servicing
agreement with Start Mortgages is terminated. The UK branch of
Elavon Financial Services DAC (Aa2/P-1) will act as independent
cash manager. To ensure payment continuity over the transaction's
lifetime the transaction documents incorporate estimation
language whereby the cash manager can use the recent servicer
reports to determine the cash allocation in case no servicer
report is available. The transaction also benefits from the
equivalent of approximately 6.5 months of liquidity (assuming a
EURIBOR rate of 4%) available to cover senior fees and interest
on Class A provided via the liquidity reserve. In addition, the
transaction benefits from principal to pay interest for the Class
A notes and following the redemption of Class A, the most senior
outstanding class of notes.

Interest Rate Risk Analysis: the deal is exposed to the basis
mismatch between the 1 month EURIBOR linked payments made to
noteholders and the interest received on the mortgage loans
originated by Bank of Scotland (Ireland) which are linked to
ECB's refinancing rate and those originated by Start Mortgages
and Nua Mortgages linked to a variable rate set by Start
Mortgages. This risk is partially mitigated by an interest rate
cap on the notes with a strike of [2]%. Moody's has taken into
consideration the absence of a basis swap and the presence of the
interest rate cap in its cash flow modelling.

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased from [20]% to [26]% of current balance, and the
MILAN CE was increased from [50]% to [60]%, the model output
indicates that the Class A notes would still achieve Aaa(sf)
assuming that all other factors remained equal. Moody's Parameter
Sensitivities quantify the potential rating impact on a
structured finance security from changing certain input
parameters used in the initial rating. The analysis assumes that
the deal has not aged and is not intended to measure how the
rating of the security might change over time, but instead what
the initial rating of the security might have been under
different key rating inputs.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
September 2016.

The analysis undertaken by Moody's at the initial assignment of a
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Significantly different loss assumptions compared with Moody's
expectations at close due to either a change in economic
conditions from Moody's central scenario forecast or
idiosyncratic performance factors would lead to rating actions.
For instance, should economic conditions be worse than forecast,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in downgrade of the rating.
Deleveraging of the capital structure or conversely a
deterioration in the notes available credit enhancement could
result in an upgrade or a downgrade of the rating, respectively.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal with respect to the notes by the legal final
maturity. Moody's ratings only address the credit risk associated
with the transaction. Other non-credit risks have not been
addressed, but may have a significant effect on yield to
investors.

Moody's issues provisional ratings in advance of the final sale
of securities, but these ratings only represent Moody's
preliminary credit opinion. Upon a conclusive review of the
transaction and associated documentation, Moody's will endeavour
to assign definitive ratings to the Notes. A definitive rating
may differ from a provisional rating. Moody's will disseminate
the assignment of any definitive ratings through its Client
Service Desk. Moody's will monitor this transaction on an ongoing
basis.


HARVEST CLO VII: Fitch Assigns B-(EXP) Rating to Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO VII Designated Activity
Company notes expected ratings, as follows:

EUR2 million Class X notes due 2018: 'AAA(EXP)sf'; Outlook Stable

EUR174.9 million Class A-R notes due 2031: 'AAA(EXP)sf'; Outlook
Stable

EUR39.2 million Class B-R notes due 2031: 'AA(EXP)sf'; Outlook
Stable

EUR21 million Class C-R notes due 2031: 'A(EXP)sf'; Outlook
Stable

EUR14.6 million Class D-R notes due 2031: 'BBB(EXP)sf'; Outlook
Stable

EUR18.6 million Class E-R notes due 2031: 'BB(EXP)sf'; Outlook
Stable

EUR9.4 million Class F-R notes due 2031: 'B-(EXP)sf'; Outlook
Stable

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

Harvest CLO VII Designated Activity Company is a cash flow
collateralised loan obligation (CLO). The issuer has amended the
capital structure and extended the maturity of the notes. Class
F-R was introduced and the obligor concentration limits have been
reduced for the top 10 obligors to 20% of the portfolio from 25%.
The maximum Fitch industry exposure was also introduced with the
top industry limit at 17.5% and the top three at 40%.

Following the change in payment frequency of the notes to
quarterly from semi-annually a frequency switch mechanism was
introduced. The transaction features a four-year reinvestment
period, which is scheduled to end in 2021. The subordinated notes
will not be refinanced; however, the maturity will be extended.

KEY RATING DRIVERS

'B' Portfolio Credit Quality
Fitch assesses the average credit quality of obligors at the 'B'
category. The weighted average rating factor (WARF) of the
underlying portfolio is 34.23, below the maximum covenanted WARF
of 34.25. The aggregate collateral balance is EUR302.1 million,
which is above the target par of EUR300 million.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The weighted average recovery rate (WARR) of the
identified portfolio is 65.5%, above the minimum covenanted WARR
of 65%.

Diversified Asset Portfolio

The underlying assets are now more diversified with the top 10
largest obligors representing 20% of the portfolio, down from 25%
at closing and following the introduction of limits at 17.5% for
the top Fitch industry and at 40% for the top three Fitch
industries.

Limited Interest Rate Risk

Unhedged fixed-rate assets cannot exceed 5% of the portfolio
while there are no fixed-rate liabilities. The covenant was
amended down from 10% at closing. The impact of unhedged interest
rate risk was assessed in the cash flow model analysis.

Limited FX Risk

All non-euro-denominated assets have to be hedged with perfect
asset swaps as of the settlement date, limiting foreign exchange
risk. The transaction is permitted to invest up to 30% of the
portfolio in non-euro-denominated assets.

RATING SENSITIVITIES

A 25% increase in the probability of default would cause a
downgrade up to two notches for the rated notes. A 25% decrease
in recovery prospects would cause a downgrade of up to four
notches for the rated notes.

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

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

DATA ADEQUACY

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

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


HARVEST CLO VII: S&P Assigns Prelim. B- Rating to Cl. F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Harvest CLO VII DAC's class X-R, A-R, B-R, C-R, D-R, E-R, and F-R
notes.  An unrated subordinated class of notes initially issued
in 2013 will not be redeemed and will remain outstanding with an
extended maturity to match the newly issued notes.

The proceeds from the issuance of these notes will be used to
redeem the existing class A, B, C, D, and E notes.  In addition
to the redemption of the existing notes, the issuer will use the
remaining funds to purchase additional collateral and to cover
fees and expenses incurred during the reset period.  The target
par will remain at EUR300 million. Concurrent with the new note
issuance, the issuer will also reset key transactional features,
such as the weighted-average life and the reinvestment period.

The preliminary ratings assigned to Harvest CLO VII notes reflect
S&P's assessment of:

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

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

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

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

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

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

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

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

Harvest CLO VII is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by European borrowers.  Investcorp Credit
Management EU Ltd. is the collateral manager.

RATINGS LIST

Harvest CLO VII DAC
EUR321.70 Million Fixed- And Floating-Rate Notes

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

X-R                     AAA (sf)           2.00
A-R                     AAA (sf)         174.90
B-R                     AA (sf)           39.20
C-R                     A (sf)            21.00
D-R                     BBB (sf)          14.60
E-R                     BB (sf)           18.60
F-R                     B- (sf)            9.40
Subordinated            NR                42.00

NR--Not rated.


KENNY GALWAY: Exits Examinership, 35 Jobs Saved
-----------------------------------------------
Galway Independent reports that 35 jobs have been secured at the
Kenny Galway motor dealership on the Tuam Road.

The business emerged from examination on March 3 after 100 days
of restructuring, having previously been closed for two days by
the appointment of receivers by vulture capital fund Sankaty last
November, Galway Independent relates.

According to Galway Independent, the High Court in Dublin heard
that the business had been completely refinanced by the existing
owners and that the Company had strong prospects going forward,
having seen strong growth in sales for all of its brands over the
past number of years.

Pat O'Sullivan, of Cognito Management Consultants and Matheson
Solicitors, acted as advisors to the company during the
examinership, Galway Independent discloses.

Neil Hughes, of Baker Tilly, Dublin, acted as examiner during the
process, where the vulture capital fund debt was settled on
March 3 following implementation of the examiner's scheme of
arrangement, Galway Independent relays.

Kenny Galway is the main Volvo, Kia, Peugeot and Citroen
dealership in Galway, operating from state of the art showrooms
built in 2004.


MOUNT WOLSELELY: Put Up for Sale for EUR14 Million
--------------------------------------------------
KCLR96FM News & Sport reports that Mount Wolselely Hotel, Spa and
Golf resorts, a 4-star hotel in Carlow, is to be offered for sale
with a EUR14 million price tag.

The hotel was sold back in 2014 after it had entered examinership
with debts of EUR60 million, KCLR96FM News & Sport recounts.

Owners at the time, the Morrissey family had a refinancing bid
rejected and new investors took over, KCLR96FM News & Sport
notes.

The sale includes the hotel with 143 rooms, conference and
banqueting facilities, restaurants, a spa, gym and pool and also
included are 16 four-bedroom lodges, KCLR96FM News & Sport
discloses.

According to KCLR96FM News & Sport, CBRE who is handling the sale
say it's being sold in a single lot or in two lots -- the hotel,
spa and golf resort and the 16 lodges separately.


VULCAN EUROPEAN NO. 28: Fitch Cuts Ratings on 3 Tranches to D
-------------------------------------------------------------
Fitch Ratings has downgraded Vulcan (European Loan Conduit No.
28) Ltd's commercial mortgage-backed floating-rate notes due May
2017, as follows:

  EUR23.9 million class E (XS0314741595): downgraded to 'Dsf'
  from 'Csf'; Recovery Estimate (RE) revised to 80% from 20%

  EUR0 million class F (XS0314742056): downgraded to 'Dsf' from
  'Csf; RE0%

  EUR0 million class G (XS0314742213): downgraded to 'Dsf' from
  'Csf; RE0%

Vulcan (European Loan Conduit No.28) is a securitisation of
currently one loan backed by commercial real estate assets
located across France.

KEY RATING DRIVERS

Four loans have been resolved (TGOP, Beacon Doublon Paris,
Eurocastle and H&B Retail Portfolio 2) over the past 12 months,
leading to the full repayment of the class A to D notes and
EUR4.4 million on the class E notes. The Beacon Doublon Paris
loan resulted in a loss of EUR13.6 million, translating into full
write-offs of the class F and G notes and EUR9.5 million write-
down of the class E notes. This is reflected in today's
downgrade.

The Babcock French Portfolio loan, the last remaining, is secured
by a portfolio of 12 average/below-average secondary offices
located across France with a concentration in and around the
Paris metropolitan area. The scope for significant recoveries by
the legal final maturity in May is limited, although ultimate
proceeds from a portfolio sale could be substantial. Alongside
higher-than-expected recoveries from the resolved loans and the
reduced balance of the class E notes, this has led Fitch to
revise the RE on this class of notes.

RATING SENSITIVITIES

The ratings on all notes will be withdrawn within 11 months of
this rating action.

Fitch estimates 'Bsf' collateral proceeds of EUR19.8 million.

DATA ADEQUACY

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

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

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



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


BERICA 5 RESIDENTIAL: S&P Affirms 'B-' Rating on Class C Notes
--------------------------------------------------------------
S&P Global Ratings raised to 'A (sf)' from 'BBB (sf)' its credit
rating on Berica 5 Residential MBS S.r.l.'s class B notes.  At
the same time, S&P has affirmed its 'AA- (sf)' and 'B- (sf)'
ratings on the class A and C notes, respectively.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that it has received on
the January 2017 interest payment date.  S&P's analysis reflects
the application of its relevant criteria.

Severe delinquencies of more than 90 days increased to 8.3% from
6.6% at S&P's previous review and are well above its Italian
residential mortgage-backed securities (RMBS) index.  Cumulative
defaults have increased to 7.9% from 6.1% over the same period.
Prepayment levels remain low and the transaction is unlikely to
pay down significantly in the near term, in S&P's opinion.

S&P's credit analysis results show a decrease in both the
weighted-average foreclosure frequency (WAFF) and the weighted-
average loss severity (WALS) at the 'AAA' rating level compared
with those at S&P's previous review, while there is a slight
increase in the WAFF at the other rating levels.  The decrease in
the WAFF at the 'AAA' level is mainly due to the higher weighted-
average seasoning and fewer self-employed borrowers, while the
increase in all other rating levels has been more than offset by
the increase in the arrears.  As for the WALS, the decrease at
all levels results from the lower market value declines applied,
the decrease in jumbo loans, and the lower weighted-average
current loan-to-value ratio compared with those at S&P's previous
review.

In S&P's opinion, the outlook for the Italian residential
mortgage and real estate market is not benign and S&P has
maintained its expected 'B' foreclosure frequency assumption at
2.55% when S&P applies its European residential loans criteria,
to reflect this view.

Rating level       WAFF (%)    WALS (%)
AAA                   21.68        4.53
AA                    18.14        2.57
A                     14.92        2.00
BBB                   11.52        2.00
BB                     9.73        2.00
B                      7.85        2.00

The available credit enhancement for all classes of notes has
increased since S&P's previous review, especially for the class A
and B notes.  The credit enhancement for the class A notes rose
to 39.3% from 27.9% at S&P's our previous review, and to 16.4%
from 11.9% for the class B notes.  The increase in available
credit enhancement for the class C notes however was more
marginal: to 2.1% from 1.9%.

This transaction features a reserve fund, which is currently at
EUR2.4 million (34% of the target level) and represents about 2%
of the outstanding performing balance of the mortgage assets.  It
is currently not amortizing.

The transaction also features a EUR4 million liquidity facility
that can be used to provide liquidity support if the available
issuer funds at any payment date are insufficient to meet senior
fees, expenses, and interest on the class A notes.  It can also
be used to pay interest on the class B and C notes if the
liquidity facility loss ratio is not higher than 9.4% and 7.2%,
respectively.  The current level of the liquidity facility loss
ratio is 1.06%.  In February 2012, as the liquidity provider was
no longer sufficiently rated, the liquidity line was fully drawn
to cash.

The interest rate risk in the transaction is hedged through three
interest rate swaps where the issuer makes payments based on the
interest received on the portfolio and receives Euro Interbank
Offered Rate (EURIBOR) plus a margin.

The principal payments under the notes are sequential.

As S&P's unsolicited foreign currency long-term sovereign rating
on Italy is 'BBB-', the application of its structured finance
ratings above the sovereign criteria caps at 'AA- (sf)' S&P's
rating on the class A notes and at 'A (sf)' its ratings on the
class B and C notes.

Taking into account the results of S&P's updated credit and cash
flow analysis and the application of its RAS criteria, S&P
considers the available credit enhancement for the class A notes
to be commensurate with its currently assigned ratings.  S&P has
therefore affirmed its 'AA- (sf)' rating on the class A notes.

At the same time, S&P has raised to 'A (sf)' from 'BBB (sf)' its
rating on the class B notes because S&P's analysis indicates that
the available credit enhancement for this class of notes is
commensurate with a higher rating than that previously assigned.

The class C notes are not able to withstand S&P's stresses at the
'B (sf)' rating level.  S&P has therefore affirmed its 'B- (sf)'
rating on the class C notes as it do not expect these notes to
suffer any interest shortfalls in the next one to two years.

Berica 5 Residential MBS is an Italian RMBS transaction, which
closed in December 2004 and securitizes first-ranking residential
mortgage loans.  Banca Popolare di Vicenza Scarl, Cassa di
Risparmio di Prato SpA (which merged into the Banca Popolare di
Vicenza group), and Banca Nuova SpA originated the pool, which
comprises loans granted to prime borrowers, mainly located in the
Veneto region.

RATINGS LIST

Class              Rating
            To                From

Berica 5 Residential MBS S.r.l.
EUR710.171 Million Mortgage-Backed Floating-Rate Notes

Ratings Affirmed

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

Rating Raised

B           A (sf)            BBB (sf)


F-E GOLD: Fitch Raises Rating on EUR3.6MM Class C Notes to BB+
--------------------------------------------------------------
Fitch Ratings has upgraded F-E Gold S.r.l's class A2, B and C
notes as follows:

  EUR36.3 million Class A2 notes upgraded to 'AA+sf' from 'AAsf';
  Negative Outlook

  EUR19.8 million Class B notes upgraded to 'BBB+sf' from
  'BB+sf'; Stable Outlook

  EUR3.6 million Class C notes upgraded to 'BB+sf' from 'BB-sf';
  Stable Outlook

F-E Gold is the third securitisation of financial lease
receivables originated in Italy by Fineco Leasing S.p.A (now
UniCredit Leasing, unrated), a subsidiary of the UniCredit Bank
SpA. The transaction was originated in 2006 and had an 18-month
revolving period that ended in September 2007. The transaction
originally featured pro rata amortisation and as amortisation has
switched to sequential three times (April 2013, October 2014 and
July 2015), the repayment of the notes will remain sequential
until the final maturity.

KEY RATING DRIVERS

The upgrades reflect a significant increase in credit enhancement
(CE) over the last 12 months. As of end-2016, CE on the class A2
notes has increased to 65.1% from 46.1% a year ago. Over the same
period, CE on the class B notes increased to 32.2% from 22.8%,
and on the class C notes to 26.2% from 18.6%. The increased CE is
a result of the amortisation of the class A2 notes, which have
paid down EUR24.9 million over the last year. The portfolio has
now amortised down to 6% of the initial balance. The rating of
the class A notes is capped at the Country Ceiling of 'AA+' which
is six notches above the sovereign rating of Italy
BBB+/Negative/F2).

Pool concentration has increased due to portfolio amortisation.
The top 10 lessees represent 12% of the non-defaulted portfolio,
while the largest obligor makes up 1.9% of this balance, compared
with 11% and 1.7% respectively a year ago. The pool is almost
exclusively made up of real estate leases, which represent 99% of
the non-defaulted portfolio.

The performance of the portfolio has also stabilised over the
last year with average period defaults of 0.58% over the last 12
months. Cumulative losses are at 5.2% of the initial balance,
while the portion of leases in arrears remains high, with total
30+ delinquencies at 11.7% of the current portfolio balance. The
high delinquencies, which were taken into account in Fitch's
analysis, are mitigated by the increased CE on the notes.

RATING SENSITIVITIES

Expected impact on the notes' rating of increased defaults (class
A2/B/C):

Current Ratings: 'AA+sf'/'BBB+sf'/'BB+sf'
Increase defaults base case by 10%: 'AA+sf'/'BBB-sf'/'BB+sf'
Increase defaults base case by 25%: 'AA+sf'/'BB+sf'/'BBsf'

Expected impact on the notes' rating of reduced recoveries (class
A2/B/C):
Current ratings: 'AA+sf'/'BBB+sf'/'BB+sf'
Reduce recovery base case by 25%: 'AA+sf'/'BBB+sf'/'BB+sf'

Expected impact on the notes' rating of increased defaults and
reduced recoveries (class A2/B/C):
Current ratings: 'AA+sf'/'BBB+sf'/'BB+sf'
Increase default base case by 10%; reduce recovery base case by
10%: 'AA+sf'/'BBB-sf'/'BB+sf'

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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

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



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


ALLNEX LUXEMBOURG: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) and B1-PD probability of default rating (PDR) of
Allnex (Luxembourg) & CY S.C.A. Concurrently, the rating agency
has affirmed the B1 rating on the EUR730m senior secured Term
Loan B (the EUR tranche) borrowed by Allnex S.a.r.l., the USD
698.2m (EUR661m equivalent) senior secured Term Loan B (USD
tranches) borrowed by Allnex USA Inc. and the EUR160m senior
secured revolving credit facility (RCF) which is co-borrowed by
Allnex S.a.r.l. and Allnex USA Inc., two sub-holdings of Allnex.
The rating agency has also assigned B1 ratings to the new
proposed add-on senior secured EUR425m equivalent Term Loans
(split into EUR tranche borrowed by Allnex S.a.r.l. and USD
tranche borrowed by Allnex USA Inc.), whose terms are anticipated
to be in line with those of the existing senior secured Term Loan
B. The proceeds of the add-on Term Loan B will be used to pay an
extraordinary distribution to the shareholders. Concurrent with
this debt funded distribution, the company is also seeking a re-
pricing of its term loan facilities targeting a 100bps to 150bps
reduction of the average annual cost across all its EUR and USD
denominated tranches (including the new add-on senior secured
Term Loan B).

The outlook on all ratings has been changed to negative from
stable.

RATINGS RATIONALE

The affirmation of Allnex's CFR at B1 reflects Moody's positive
view on the company's business profile and earning potential
after its acquisition of Nuplex Industries Limited (Nuplex,
unrated) in September 2016. The company is a leading specialty
chemical resins producer for the global coatings industry with a
diverse product portfolio and exposure to relatively stable
industrial end-markets displaying low to mid-single digit annual
growth rates.

The rating is underpinned by Moody's expectation that the company
will maintain a consistently high EBITDA margin of at least 17%
p.a., which could further improve towards a 18% to 19% range over
the next 18-24 months pending the realization of material
revenues and cost synergies identified by management following
the acquisition of Nuplex. Moody's expects that the company will
continue to convert a large portion of future EBITDA into
positive free cash flows, in a range of EUR150m to EUR170m p.a.,
assuming (i) modest annual working capital requirements of less
than EUR10m p.a., (ii) annual capex of c. EUR90m to 100m per
annum, and (iii) no increase or small decrease in annual interest
expenses associated with the pro-forma debt structure at closing
of the recapitalization. Moody's expects that the proposed re-
pricing targeting a 100bps to 150bps reduction in the average
cost of the term loan facilities will provide annual interest
savings which will more than offset the increase in annual
interest expenses due to the higher debt pro-forma for the
contemplated transaction.

The B1 CFR is supported by Moody's positive view on the company's
liquidity and deleveraging prospects. The projected free cash
flows should support the company's liquidity, which Moody's
considers as strong, and allow a relatively fast deleveraging,
from an adjusted 2016 gross debt/EBITDA of c. 5.8x, pro-forma for
the contemplated debt funded distribution, at least to 5x by end
of 2018.

RATINGS OUTLOOK

The change of outlook from stable to negative reflects the
materially reduced financial flexibility of the company following
the proposed leveraged recapitalization. This transaction
exploits the improved debt capacity of the company following a
strong operational performance in 2016. Pro-forma for the
additional EUR425 million of add-on Term Loan B, the pro-forma
2016 adjusted gross leverage would be c. 1.1x higher than the
actual level of 4.7x based on the preliminary 2016 results. The
negative outlook reflects a very high gross leverage for the B1
CFR and the increased downside risk on the company's credit
profile from potential operating and financial underperformance
over the next several quarters.

STRUCTURAL CONSIDERATIONS

The B1 rating assigned to the new add-on EUR425 million senior
secured Term Loan B is underpinned by Moody's expectation that
the transaction is completed in due course in line with
management public guidance and that the terms of the new add-on
facility will mirror those of the existing EUR1,352 million
equivalent senior secured Term Loan B. In the pro-forma capital
structure the senior secured bank facilities (Term Loans
including the add-on and the Revolving Credit Facility) would
rank pari-passu and continue to benefit from (1) upstream
guarantees from the main operating subsidiaries representing in
aggregate no less than 65% of Allnex's consolidated pro-forma
EBITDA and assets; and (2) a comprehensive collateral package,
including the main assets of both Allnex and Nuplex. Pro-forma
for the contemplated transaction, the Term Loan facilities and
the Revolving Credit Facility, which is assumed undrawn at
closing, will represent the bulk of the total debt in the
company's capital structure, with no other meaningful financial
liability, except for Allnex's securitisation facility, which has
been upsized in 2016 to EUR160m from EUR90m and will continue to
remain in place post transaction closing. Given the covenant-lite
capital structure, its expected an average recovery rate across
the debt structure at 50%.

What Could Change the Rating -- Up

Positive pressure on the rating, albeit currently unlikely, could
materialise over time if Allnex (1) maintains or improves its
current operating performance and extract most of the
contemplated synergies from the acquisition of Nuplex; (2)
generates a sustained positive FCF/debt ratio of around 8% or
higher; and (3) improves its leverage profile such that its
Moody's-adjusted debt/EBITDA ratio falls solidly below 4.0x.

What Could Change the Rating - Down

A rating downgrade would be considered if the company were to
underperform its plan and its adjusted gross leverage would not
fall below 5x by end of 2018. Negative rating pressure would also
be exerted by any meaningful deterioration in free cash flows,
with an adjusted FCF/debt ratio falling towards the low single
digit. Any further significant distribution to shareholders
and/or debt funded acquisition delaying the deleveraging
prospects of the company could also contribute to a rating
downgrade.

The principal methodology used in these ratings was Global
Chemical Industry Rating Methodology published in December 2013.

Headquartered in Frankfurt, Germany, Allnex is a global producer
of resins for coatings. A spin-off from Cytec, it was acquired
with an LBO by private equity fund Advent International in April
2013. Allnex has a broad product portfolio and well established
market positions. Coatings and inks are used for decorative,
protective and functional treatment of surfaces. Resins are a
critical component in the manufacture of coatings -- the
properties and characteristics of which are determined
principally by the resins each contains. The company's main end
markets include industrial coatings; packaging coatings and inks;
and automotive coatings.

On September 13, 2016, Allnex completed its acquisition of
Nuplex, a primary producer of industrial and architectural
coating resins in EMEA and the Asia-Pacific region. Allnex, pro-
forma for the annual contribution of Nuplex, reported 2016
revenues of c. EUR2 billion. The combined entity operates
globally with 33 manufacturing facilities, 23 research and
technology support centres and 6 joint ventures throughout
Europe, North America and Asia.


EUROPROP EMC VI: S&P Lowers Rating on Class A Notes to 'CCC-'
-------------------------------------------------------------
S&P Global ratings lowered to 'CCC-(sf)' from 'CCC (sf)' its
credit rating on EuroProp (EMC VI) S.A.'s class A notes.  At the
same time, S&P has affirmed its ratings on all other classes of
notes.

The rating actions reflect the increasing risk of a payment
default due to the legal final maturity being in one months' time
in April 2017.

EuroProp (EMC VI) closed in May 2007, with notes totaling
EUR489.8 million.  The original 18 loans were secured on
commercial properties located in Germany and France.  Since
closing, 13 loans have repaid.  The notes have a current
outstanding balance of EUR122.6 million and their legal final
maturity date is in April 2017.  All four remaining loans are in
special servicing.

The sales process is continuing for two of the loans (Sunrise II
loan and Henderson loan), while the Signac loan is in safeguard
proceedings whereby the loan has been restructured and extended
to June 2018.  S&P understands that all of the properties
securing the Epic Horse loan have now been sold and no additional
recoveries are expected; however, final accounting is ongoing.

                      RATING RATIONALE

S&P's ratings in EuroProp (EMC VI) address the timely payment of
interest (payable quarterly in arrears) and the payment of
principal no later than the April 2017 legal final maturity date.

Due to the approaching legal final maturity date, the class A
notes have become more vulnerable to nonpayment; S&P believes
there is at least a one-in-three likelihood of default.  S&P has
therefore lowered to 'CCC- (sf)' from 'CCC (sf)' its rating on
the class A notes and affirmed its 'CCC- (sf)' rating on the
class B and C notes in line with S&P's criteria for assigning
'CCC' category ratings.

S&P has also affirmed its 'D (sf)' ratings on the class D, E, and
F notes as they continue to experience interest shortfalls due to
the application of principal deficiency ledger amounts on these
class of notes.

RATINGS LIST

EuroProp (EMC VI) S.A.
EUR489.775 mil commercial mortgage-backed floating-rate notes

                                         Rating
Class            Identifier              To             From
A                XS0301901657            CCC- (sf)      CCC (sf)
B                XS0301902622            CCC- (sf)      CCC- (sf)
C                XS0301903356            CCC- (sf)      CCC- (sf)
D                XS0301903513            D (sf)         D (sf)
E                XS0301903943            D (sf)         D (sf)
F                XS0301904248            D (sf)         D (sf)



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


VIMPELCOM LTD: Fitch Affirms BB+ Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed VimpelCom Ltd's (the company is
changing its name to VEON) Long-Term IDR at 'BB+' with a Stable
Outlook. Fitch has also affirmed its senior unsecured debt rating
at 'BB+', including debt issued and guaranteed by intermediary
holding companies VimpelCom Amsterdam B.V and Vimpelcom Holdings
B.V. Debt issued by GTH Finance B.V. and guaranteed by Vimpelcom
Holdings B.V. has also been affirmed at 'BB+'.

VEON is a geographically diversified mobile-focused telecoms
operator. Its Russian/CIS operations are a core cash-generating
unit for the group, with less significant cash flows from Global
Telecom Holding S.A.E. (GTH), a 52% owned subsidiary with
operations in Algeria, Pakistan and Bangladesh. The company also
owns a non-controlling 50% stake in a joint venture (JV) with
Hutchison in Italy, which is the largest mobile operator in this
country by subscriber base, although it is covenanted to refrain
from paying dividends until net/EBITDA falls below 4x. VEON faces
a significant currency mismatch with more than 70% of its debt
nominated in US dollars, while its leverage is close to the
downgrade threshold with slow deleveraging expected over the next
few years.

KEY RATING DRIVERS

Stabilising Financial Performance: Fitch expects VEON to continue
generating stable revenue and EBITDA in its core markets which
will provide it with the ability to gradually reduce leverage.
Pressures in Algeria may continue, but with Algeria
deconsolidated under Fitch's approach (explained below), this
would have a less negative impact on Fitch-defined leverage. VEON
has managed to largely stabilise its financial performance, with
organic service revenue growth of 0.5% yoy in 2016, and 2.3% yoy
without Algeria. This is a gradual improvement from -0.2% yoy in
2015 and -1.5% yoy in 2014.

Strong Russian Operations: Fitch expects VEON to remain a strong
mobile player in Russia. The company is the third-largest mobile
telecoms operator in this country with above 20% market shares by
service revenue and subscribers. Fitch believes Russian
competition is likely to become more rational. LLC T2 RTK Holding
(B+/Negative), the smallest and most aggressive operator so far,
has announced plans to discontinue with its strategy of being a
heavy price discounter, after having established a presence in
Moscow, the largest and most lucrative regional market in Russia.

Less price competition and a gradually recovering macroeconomic
situation in Russia are likely to bring in revenue and EBITDA
margin stabilisation, in Fitch views. VEON's cash-flow generation
in the country is likely to benefit from the company's active
involvement in network sharing with other mobile operators in
Russia.

Substantial FX Mismatch: More than 70% of debt is denominated in
US dollars and all cash flows are in local currencies. VEON
consequently faces a significant FX mismatch. It is planning to
address this by rebalancing its mix of debt with more funding in
local currencies. A lower FX mismatch could lead to a modest
relaxation of Fitch leverage rating sensitivities.

Limited Leverage Headroom: VEON's leverage is close to its
downgrade threshold, and remains sensitive to any weakening of
its operating currencies. The rouble strengthened throughout 2016
(and so far in 2017), helping to reduce leverage below Fitch
threshold for a downgrade. Fitch-defined net debt/EBITDA was 2.2x
at end-2016, with Algerian operations deconsolidated and
excluding USD727 million of restricted cash in Uzbekistan, and
Fitch expects this to reach 2.0x at the end of 2018. Deleveraging
is likely to be slow over the next few years with a resumption of
meaningful dividends with approximately USD400 million paid
annually, and the announced share buy-back at GTH.

VEON's access to the cash flows of its Algerian subsidiary (46%
owned by GTH) and its unconsolidated 50/50 JV with CK Hutchison
in Italy is limited. Fitch therefore deconsolidate the results of
Algerian operations from the group's total, with only regular
dividends from Algeria and Italy treated as sustainable cash
flows to the group.

No PJSC Structural Subordination: Fitch rates VEON's parent
company debt at the same level as debt issued or guaranteed by
Vimpel-Communications PJSC (PJSC), the operating company in
Russia and the rest of the CIS. This is because the amount of
prior-ranking debt at PJSC, the strongest operating entity within
the VEON group, should remain below 2x of the group's EBITDA and
VEON intends to discontinue relying on PJSC's guarantees for
issuing debt at the holding company. Fitch expects that the
amount of prior-ranking debt guaranteed or directly issued by
PJSC will decline over the next few years.

Corporate Governance, Country Risk: Consistent with other
companies which have significant operations in Russia, Fitch
notch down VEON's rating by two notches relative to international
peers. This notching factors in the Russian business and
jurisdictional environment, ownership concentration and VEON's
corporate governance policies, procedures and track record. VEON
is listed on NASDAQ and is planning a second listing on Euronext
Amsterdam in 2Q17. LetterOne, VEON's largest shareholder with a
56% economic interest and a 48% voting stake, is a private
Luxembourg-based investment company whose chairman and principal
shareholder is Mr Mikhail Fridman.

DERIVATION SUMMARY

VEON benefits from established market positions across its
operating franchise. In Russia, VEON's largest market, it is the
third-placed mobile operator. Geographical diversification
provides a limited benefit as VEON operates in various countries
which have low sovereign ratings. VEON faces a higher FX mismatch
between debt and cash flow than its similarly rated peers, which
makes its leverage more sensitive to exchange-rate volatility and
leads us to establish tighter leverage rating sensitivities. The
rating incorporates a two-notch discount for the Russian
operating environment and corporate governance risks, which is
usual for companies which have significant operations in Russia

KEY ASSUMPTIONS

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

-- flat to low single-digit revenue growth in Russia with a
    stable EBITDA margin of slightly below 40% in 2017-2020;

-- mid- to high single-digit revenue growth in Pakistan,
    Bangladesh and Ukraine in 2017-2020;

-- stable group EBITDA margin of around 40% in 2017-2020;

-- capex at above 17% of revenues in 2017 and gradually
    declining in 2018-2020;

-- stable dividends of slightly above USD60 million from
    Algeria, no dividends from Wind in the medium term;

-- annual dividends modestly growing from USD400 million per
    year announced in February 2017;

-- constant FX rates as of end-2016.

RATING SENSITIVITIES

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

-- a record of strong corporate governance structures and
    practices which negate the potential negative influence of
    the dominant shareholder;

-- a significant improvement in the macroeconomic operating
    environment, accompanied by sovereign ratings upgrades,
    leading to sustainably more robust free cash-flow generation.

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

-- hindrances to cash-flow circulation across the key
    subsidiaries, most importantly in Russia;

-- significant operating pressures leading to lower cash-flow
    generation;

-- a sustained rise in Fitch-defined net debt/EBITDA to above
    2.2x, with Algerian operations deconsolidated but reflecting
    regular dividends from Algeria and Italy in EBITDA.

LIQUIDITY

Healthy Liquidity: VEON's liquidity is strong, with USD2.6
billion of unrestricted cash and equivalents on balance sheet at
end-2016 (with USD727 million of restricted cash in Uzbekistan
excluded). This is further supported by a multi-currency term-
loan and RCF facility (the latter maturing in Feb 2020) for up to
USD2.25 billion.



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


BLUE INC: Commences Company Voluntary Arrangement Process
---------------------------------------------------------
Rhiannon Bury at The Telegraph reports that fashion retailer Blue
Inc. has asked landlords and lenders to throw it a lifeline by
reducing its rent bill and cutting its debts as part of a rescue
package designed to continue its survival less than three years
after it was due to float with a GBP600 million price-tag.

The struggling men's fashion company needs GBP3 million of extra
capital to pay for more stock and to service its debt, which
co-chief executives Hezi Yechiel and Miraj Khan have not been
able to find, according to court documents seen by The Telegraph.

According to The Telegraph, a company voluntary arrangement
(CVA), filed by Blue Inc., shows that the retailer's bosses --
who are among its largest investors -- have drawn up a rescue
plan that includes closing 33 of its 127 shops.

As part of the CVA -- a process which allows a company to avoid
administration and make a deal with creditors to continue trading
--  Blue Inc. has identified a package of stores where it is in
rent arrears to the tune of GBP1.8 million, The Telegraph states.

The filing suggests the retailer will repay that money over the
next three and a half years as part of a schedule of payments
totalling almost GBP7 million, which also includes repayments to
creditors including lender Barclays, The Telegraph relays.

The retailer will hold a meeting with creditors on March 22 at
which they will be asked to vote on the terms suggested, The
Telegraph discloses.

Under this process, creditors would recoup 36p in the pound,
rather than potentially nothing were it go into administration,
the CVA document claims, The Telegraph says.

Blue Inc, made a pre-tax loss of just over GBP1 million in the
six months to December 31, despite sales of GBP33.1 million,
according to The Telegraph.

An estimated state of affairs for the company, prepared as part
of the CVA process, shows there is a GBP27.2 million black hole
in the business, The Telegraph relates.

Kirstie Provan -- kirstie.provan@begbies-traynor.com -- of
Begbies Traynor is overseeing the process, The Telegraph
discloses.


CO-OPERATIVE BANK: Engaging with Potential Bidders, Posts Losses
----------------------------------------------------------------
Holly Williams at The Scotsman reports that troubled lender
Co-operative Bank said it was "engaging" with potential bidders
after putting itself up for sale last month as the group revealed
it remained deep in the red last year.

According to The Scotsman, Co-op Bank Chief executive Liam
Coleman said he was "pleased" with the response so far from
suitors following the group's move to launch a sale process amid
concerns over its balance sheet strength.

The bank, which has about four million customers, posted losses
of GBP477.1 million for 2016 as it continued to be hit by "legacy
issues" of the past and rock-bottom interest rates, although it
narrowed losses from GBP610.6 million in 2015, The Scotsman
relates.

Mr. Coleman, as cited by The Scotsman, said the group faced "a
number of challenges" last year, adding: "Obviously, we are only
a few weeks into the sale process but we are pleased with the
interest to date and engaging with potential bidders as planned."

The latest results mean the bank has racked up more than GBP2.7
billion of losses over the past five years, The Scotsman notes.

The Co-op Bank confirmed it was also working on a plan to boost
its capital reserves by up to GBP750 million as an alternative to
a sale, which could force junior bondholders to convert to
equity, The Scotsman discloses.

The bank almost collapsed in 2013 after the discovery of a GBP1.5
billion black hole in its finances and it was forced into a
painful debt-for-equity swap, The Scotsman recounts.  As a
result, the loss-making lender is now majority-controlled by US
hedge funds, The Scotsman states.

It had already warned over "significant" losses for 2016 in
January this year after revealing its capital strength had
deteriorated, The Scotsman notes.

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


FOOD RETAILER: Oldway Centre Budgens Store to Close This Month
--------------------------------------------------------------
Mark Elson at Forest View reports that 21 store staff are set to
lose their jobs after the closure of the Budgens supermarket in
Monmouth town center was confirmed.

Staff at the Food Retailer Operations Ltd (FROL)-owned outlet
have been told it will close its doors later this month after the
company entered administration on February 10, according to
Forest View.

The report notes that signs have now been posted at the Oldway
Centre premises announcing the closing down sale of discounted
stock.

The report relays that many of the staff worked on the site for
the Co-operative Group before it was taken over by FROL last year
and relaunched as Budgens.

Some have worked there since before the Co-Op took over the store
from Somerfield in 2008.

The Monmouth outlet was one of 12 stores out of 34 earmarked for
closure at the end of January when FROL tried to enter into a
company voluntary arrangement with creditors to keep some stores
trading, according to the report.

The report notes that Waitrose also has a store within 200 yards
of the Oldway center supermarket, while Iceland and Lidl also
operate in the town.

The Budgens stores at Overmonnow Garage in Monmouth and the
Chepstow store are not affected, the report relays.

             About Food Retailer Operations

Food Retailer Operations Limited operates 34 convenience
stores across the UK, which trade under the Budgens brand and
employs 872 people. It also holds the leasehold interests in a
further 36 non-trading stores, two non-trading properties and the
head office of the former Somerfield business.

Since FROL's acquisition of the Budgens stores from the Co-
operative Group in July 2016, the Company has experienced
difficult trading conditions.

The Company launched a Company Voluntary Arrangement (CVA)
proposal, but it was voted down by creditors. This has resulted
in the Company being placed into administration on February 10,
2017, and there will be a sale process to find a purchaser for
all or some of the stores.

Michael Denny, Robert Moran and Matthew Hammond of
PricewaterhouseCoopers (PwC) were appointed as Joint
Administrators of Food Retailer Operations Limited on February
10, 2017.

The Troubled Company Reporter-Europe reported on Jan. 23, 2017,
citing TalkingRetail, that the Budgens stores facing closure are
in Gillingham (Kent), Greenwich (south-east London), Blackburn
(Lancashire), Willenhall (West Midlands), Buckley (Flintshire),
Wisbech (Cambridgeshire), Paisley (Renfrewshire), Aberystwyth
(Ceredigion), Helston (Cornwall), Monmouth (South Wales), Totnes
(Devon) and Ludlow (Shropshire).


FOOD RETAILER: Sherborne Budgens Secure and Will Remain Open
-------------------------------------------------------------
Daniel Mumby at Somerset Live reports that Sherborne will be
keeping its Budgens store on Yeovil Road, despite the owner of
numerous Budgens stores going into administration.

Food Retailer Operations Limited (FROL) called in administrators
from PricewaterhouseCoopers (PwC) last month, putting jobs at 34
stores at risk, according to Somerset Live.

The report notes PwC has refused to confirm whether the Crewkerne
branch will close but the Sherborne store is secure, since it is
owned and operated by a different company.

Sherborne branch, which serves as the retail unit for the BP
garage, is owned by Symonds Retail, which is based on Petters Way
in the center of Yeovil, the report adds.

             About Food Retailer Operations

Food Retailer Operations Limited operates 34 convenience
stores across the UK, which trade under the Budgens brand and
employs 872 people. It also holds the leasehold interests in a
further 36 non-trading stores, two non-trading properties and the
head office of the former Somerfield business.

Since FROL's acquisition of the Budgens stores from the Co-
operative Group in July 2016, the Company has experienced
difficult trading conditions.

The Company launched a Company Voluntary Arrangement (CVA)
proposal, but it was voted down by creditors. This has resulted
in the Company being placed into administration on February 10,
2017, and there will be a sale process to find a purchaser for
all or some of the stores.

Michael Denny, Robert Moran and Matthew Hammond of
PricewaterhouseCoopers (PwC) were appointed as Joint
Administrators of Food Retailer Operations Limited on February
10, 2017.

The Troubled Company Reporter-Europe reported on Jan. 23, 2017,
citing TalkingRetail, that the Budgens stores facing closure are
in Gillingham (Kent), Greenwich (south-east London), Blackburn
(Lancashire), Willenhall (West Midlands), Buckley (Flintshire),
Wisbech (Cambridgeshire), Paisley (Renfrewshire), Aberystwyth
(Ceredigion), Helston (Cornwall), Monmouth (South Wales), Totnes
(Devon) and Ludlow (Shropshire).


GM ENVIRONMENTAL: Slipped Into Administration
---------------------------------------------
Sam Metcalf at Business Desk reports that GM Environmental
Services, a Nottingham company which boasts 30 years in the
construction industry, has slipped into administration.

GM Environmental Services, which is based on Lenton Lane
Industrial Estate, called in administrators from Begbies Traynor
to look after the day-to-day running of the company on February
17, according to Business Desk.

The report notes GM is managed and owned by Gene Warburton,
managing director and Mandy Warburton, company secretary.

The firm carries out work in the fields of asbestos services,
building, maintenance, plumbing, heating engineering, roofing and
civil engineering.  It has worked for the likes of Rolls-Royce,
BT and Galliford Try.

It is unclear as yet why the firm has slipped into administration
but in its latest accounts to March 31 2016, GM owed creditors
nearly GBP625,000, the report relays.


PREMIER OIL: Refinancing Nears Conclusion, Chief Executive Says
---------------------------------------------------------------
Jillian Ambrose at The Telegraph reports that Premier Oil has
shrugged off an eleventh hour glitch in its hard-fought
refinancing and assured investors that the deal will complete
within the coming weeks.

Premier chief executive Tony Durrant admitted that the complex
financial overhaul has "created uncertainty and volatility" but
said it will conclude as planned despite the dissent of one of
its bondholders, The Telegraph relates.

Hong Kong-based Pyrrho Investments has spoken out against the
deal which Premier agreed with its lenders last month after nine
months of negotiations, The Telegraph notes.  Premier is now in
the process of securing the formal approvals for the deal, which
must be put to a vote, The Telegraph discloses.

According to The Telegraph, a Pyrrho spokesman said: "Since we
first made our views clear, we have been contacted by a number of
other convertible bondholders who also have concern about the
restructuring process and the terms on offer.  We do not believe
the Premier oil restructuring is home and dry."

Premier needs the deal in order to relax the debt covenants that
loomed over the company during a two-year oil market downturn
that wiped 80% from its market value, The Telegraph states.

The oil explorer's chief executive Tony Durrant rubbished the
fund's warning and insisted the deal will conclude, The Telegraph
notes.

By value 87% of the lenders behind its revolving credit facility,
term loans and its US private placement notes have all agreed to
enter into lock up agreements which guarantees Premier will
clinch the 75% majority vote it requires, The Telegraph states.

Only 50% of convertible bond holders have so far agreed to the
lock up but Mr. Durrant said a significant proportion of the
remaining bondholders have been in contact with the ad hoc
committee's adviser to indicate their support, according to The
Telegraph.

"The restructuring is done. We want to get back to running the
business and we want the market to get back to focusing on what
we're doing rather than the refinancing because the truth is the
business is in very good shape," Mr. Durrant told the Telegraph.

Premier Oil is a London-based oil and gas explorer.


RSA INSURANCE: S&P Assigns 'BB' Rating to Restricted Tier 1 Notes
-----------------------------------------------------------------
S&P Global Ratings said it has assigned its 'BBB+' foreign and
local currency issuer credit ratings to U.K.-based holding
company RSA Insurance Group PLC (RSA).  The outlook is stable.

At the same time, S&P assigned its 'BB' long-term issue credit
rating to the Restricted Tier 1 notes to be issued from this
holding company.  The issue rating is subject to S&P's receipt
and review of the bonds' final terms and conditions.

The issuer credit ratings (ICR) on RSA are two notches below that
on the core operating entity Royal & Sun Alliance Insurance PLC
(A/Stable/--), reflecting the structural subordination of the
holding company's creditors to the core entity's policyholders.

The rating on the bonds is four notches below the long-term ICR
on RSA (BBB+/Stable/--), one notch to reflect the notes'
subordinated status, one notch to reflect its interest deferral
features, one notch to reflect the risk of principal write-down,
and one notch to highlight the increased risk of coupon
nonpayment on a going-concern basis for these notes as compared
with RSA's other subordinated instruments.  S&P's rating takes
into account its understanding that:

   -- The bonds are subordinated to senior creditors;
   -- The issuer has discretion to cancel interest payments;
   -- Interest cancellation is mandatory under certain
      circumstances, including if the solvency condition is not
      met, or under Solvency II regulations RSA's own funds
      (capital resources) are not sufficient to meet either the
      solvency capital requirement (SCR) or minimum capital
      requirement (MCR) or upon insufficient distributable items;
   -- The bonds will be eligible as Restricted Tier 1 capital
      under Solvency II; and
   -- The notes will convert into ordinary shares in the event
      that the amount of Own Fund Items eligible to cover the SCR
      is equal to or less than 75% of the SCR; or the amount of
      Own Fund Items eligible to cover the MCR is equal to or
      less than the MCR; or a breach of the SCR has occurred and
      such breach has not been remedied within a period of three
      months from the date on which the breach was first
      observed.

As the company's regulatory capital position evolves, the
notching on these instruments could be altered to reflect changes
in the likelihood of default.  A sustainable and significant
increase in RSA's SCR coverage could reduce the number of notches
between the rating on the notes and the ICR, while deterioration
in the group's capital position or increased sensitivity to
stress could increase the notching by one or more.

RSA's year-end 2016 results announcement reported that its SCR
coverage stood at 158%, although the completion of the sale of
the group's book of legacy liabilities could increase coverage to
175%-178%.  Further, management has indicated publicly its
intention to decrease leverage.  S&P expects this will bring
RSA's SCR coverage back to levels in line with management's
target to be at the higher end of the 130%-160% range.  S&P would
not envisage changing the notching of this instrument if the
group continues to maintain its capital in its target range.

S&P understands that the notes are perpetual, but are callable at
par after at least five years and on any interest payment date
thereafter.  The notes may carry a floating rate of interest or
fixed interest rate until the first call date and a floating rate
thereafter.  There is no step-up in the coupon rate if the bonds
are not called at the first call date.

RSA also has the option to redeem the bonds at par before the
first call date under specific circumstances, such as for changes
in tax, regulatory, or rating agency treatment.  Any redemption
must be replaced by an instrument of at least the same quality.

S&P expects to classify the bonds as having intermediate equity
content, subject to S&P's receipt and review of the bonds' final
terms and conditions.  Hybrid capital instruments with
intermediate equity content can comprise up to 25% of total
adjusted capital (TAC), which is the basis of S&P's consolidated
risk-based capital analysis of insurance companies.  Inclusion in
TAC is also subject to the issue being considered eligible for
regulatory solvency regarding both amount and terms and
conditions.

S&P believes that RSA will use the proceeds to optimize its
capital structure.  RSA has stated publicly that it will seek to
retire some of its debt instruments over the next 12 months.  S&P
projects that RSA's financial leverage (debt plus hybrid capital,
divided by the sum of economic capital available, debt, and
hybrid capital) will reduce over the next two-to-three years to a
level close to 25%.  S&P anticipates that the fixed-charge
coverage (EBITDA divided by senior and subordinated debt
interest) will likely exceed 5x in 2017-2018 as RSA's operating
performance continues to improve.

The outlook on RSA is stable, in line with the outlook on the
operating entities (together the RSA Group or the group).  The
stable outlook reflects S&P's expectation that the group will
maintain at least moderately strong capital and earnings over the
next three years.  S&P believes that the refocusing of the group
on its core markets and the transformation plans for these
businesses will allow the RSA group to continue to improve
earnings and maintain capital adequacy at a level comfortably
above S&P's risk-based capital model's 'BBB' stress level.

S&P could lower the ratings on the RSA group if:

   -- Its competitive position deteriorates, either through an
      overreliance on one market or an unexpected weakening of
      its brand and leading market position;

   -- If S&P saw a failure to achieve expected improvements in
      underwriting performance or expense management,
      demonstrated by reported combined (loss and expense) ratios
      trending toward about 95% by 2017, bringing into question
      the group's ability to leverage its market position
      profitably; or

   -- Capital adequacy weakened to below S&P's 'BBB' benchmark,
      or if it saw a substantial increase in exposure to market
      risk through the allocation of riskier assets or foreign
      exchange risk.

S&P views any upgrade as unlikely in the next two years, as the
group is more than two years into its turnaround and has yet to
fully prove its strategy and capital stability.  However, a track
record of strong and stable earnings, stabilized capital
adequacy, and a monitored risk profile could cause S&P to raise
its ratings on the RSA group.  The potential for an upgrade could
also gradually increase if the group's newly established strategy
gains traction and proves efficient in safeguarding the group
from losses and issues such as those that occurred in 2013,
namely under reserving or nonselective underwriting.


SOUTHERN PACIFIC 05-B: S&P Raises Rating on Class E Notes to B
--------------------------------------------------------------
S&P Global Ratings affirmed its 'A- (sf)' credit ratings on
Southern Pacific Financing 05-B PLC's class A, B, and C notes.
At the same time, S&P has raised its ratings on the class D and E
notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction, as part of its periodic review of its
performance as of the December 2016 payment date and the
application of S&P's relevant criteria.

The transaction benefits from a GBP4.6 million non-amortizing
reserve fund (at target) and an amortizing liquidity facility
(GBP8.7 million).  It is currently paying sequentially as it
breached the 90+ days delinquency trigger.

Since S&P's Feb. 19, 2015 review, the transaction's performance
has been moderately improving both in terms of arrears and
cumulative losses.  Total delinquencies were reported as 15.2% on
the December 2016 payment date, compared with 20.8% in December
2014, while cumulative principal losses have only increased by
three basis points in the same timeframe.

S&P's expectation of potential future defaults has decreased,
given the loans are well seasoned and arrears are stable.
However, S&P's expectation of loss severities has increased due
to the way monies are allocated under the transaction documents.

Under the transaction documents, any arrears payments are first
allocated to other amounts owed (e.g., fees, costs, ground rent,
and insurance).  If a borrower defaults and their property is
taken into possession, any proceeds first cover these other
amounts owed before paying arrears of interest and principal.
Therefore, S&P believes losses are likely to be higher.  To
account for this, S&P has analyzed the trend of other amounts
owed and has increased its loss severity assumptions accordingly.

Rating      WAFF    WALS
level        (%)     (%)

AAA        30.65   52.88
AA         24.97   42.83
A          20.56   29.90
BBB        16.59   22.37
BB         12.50   16.89
B          10.84   14.27

The class A, B, and C notes continue to benefit from sufficient
credit enhancement to support S&P's currently assigned ratings.
S&P has therefore affirmed its 'A- (sf)' ratings on these classes
of notes.

S&P do not consider that the bank account documentation complies
with its current counterparty criteria.  As a result, the highest
rating S&P can assign in this transaction is 'A- (sf)', which is
the issuer credit rating (ICR) on Barclays Bank PLC as bank
account provider.  Without this cap, the class A, B, and C notes
pass S&P's cash flow stresses at the 'AA' rating level.

S&P considers the available credit enhancement for the class D
and E notes to be commensurate with higher ratings than those
currently assigned.  Therefore, S&P has raised its ratings on
these classes of notes.

Southern Pacific Financing 05-B is backed by nonconforming U.K.
residential mortgage loans, which Southern Pacific Mortgages
originated.

RATINGS LIST

Class              Rating
         To                   From

Southern Pacific Financing 05-B PLC
GBP480 Million Mortgage-Backed Floating-Rate Notes

Ratings Raised

D        BBB- (sf)            BB- (sf)
E        B (sf)               B- (sf)

Ratings Affirmed

A        A- (sf)
B        A- (sf)
C        A- (sf)


WNG GROUP: Goes Into Administration, Cuts 72 Jobs
-------------------------------------------------
Clare Burnett at Business Desk reports WNG Group, a manufacturer
and retailer of personal hygiene products, has gone into
administration with the loss of 72 jobs.

East Yorkshire's WNG Group, which trades under the Wachem, I Love
Products and Sutton Manufacturing Solutions brands, went into
administration, according to Business Desk.

Matt Ingram and Steven Muncaster, managing directors of Duff &
Phelps, were appointed as joint administrators to the company on
February 21, the report notes.

According to the report WNG manufactured and bottled personal
care and household products for high street retailers and
supermarkets.

The administrators said that despite significant investment in
production facilities in Hull and a strong customer base, the
business struggled for working capital due to a competitive
market and pricing pressures, Business Desk relays.

The report discloses WNG Group ceased trading upon the
appointment of administrators and they were forced to make 72
jobs redundant.

The report relays Matt Ingram, managing director, Duff and Phelps
said, "My firm was instructed to assist management explore
options to continue with production in Hull, with a view to
preserving jobs and improving the outcome for creditors.

"Unfortunately, despite encouraging initial interest from both
trade buyers and equity investors, the state of the group's
financial affairs and reliance on third party suppliers saw such
interest wane following due diligence."

He continued: "It is disappointing for all involved that the
appointment of Administrators became necessary, but having
exhausted all working capital, and with the threat of winding up
proceedings looming without credible investment in the wings,
there were no feasible alternative options."

The report says Solent Global Holdings sold its 90% stake in
ultimate parent company WNG Ltd, in May 2015.



===============
X X X X X X X X
===============


* Important Dates Set for New Insolvency Rules
----------------------------------------------
As part of the upcoming changes to the insolvency rules
businesses and individuals currently considering Company
Voluntary Liquidations (CVL), Individual Voluntary Arrangements
(IVA) or Company Voluntary Arrangements (CVA) must commence their
proceedings by a certain date or face the new insolvency regime.

For business undergoing a CVL, the date by which they must send
notices to creditors is March 21, 2017.

Meanwhile, businesses and individual's undergoing either an IVA
or CVA must call their meetings by March 17, 2017.

Any meeting called after these dates will be bound by the new
rules, which come into force on April 6, 2017.


* BOOK REVIEW: The First Junk Bond
----------------------------------
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.beardbooks.com/beardbooks/the_first_junk_bond.html
Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.



                            *********

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 * * *