TCREUR_Public/090522.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, May 22, 2009, Vol. 10, No. 100

                            Headlines

A U S T R I A

BRUEDER HAZMUKA: Claims Registration Period Ends June 9
HILDEBRAND GMBH: Claims Filing Period Ends June 9
STADE GMBH: Claims Registration Period Ends June 10
UNIVERSIMED GMBH: Claims Filing Deadline is June 12
VITO GMBH: Claims Filing Period Ends June 8


B E L G I U M

KBC BANK: Moody's Cuts Ratings on Preferred Securities to 'B1'


B U L G A R I A

* Moody's Withdraws 'Ba3' Issuer Rating on City of Pazardjik


F R A N C E

THOMSON SA: Says Not on the Verge of Bankruptcy


G E R M A N Y

ACI PROJEKT: Claims Registration Period Ends June 20
AVANTGARDE SYSTEMS: Claims Registration Period Ends June 8
CATNIP STUDIOS: Claims Registration Period Ends June 8
CONTINENTAL AG: May Merge Operations With Schaeffler Group
GENERAL MOTORS: Fiat CEO Met Italy's Top Banks for Opel Loan

GENERAL MOTORS: Fiat CEO Offers Opel Assets "Better Than Cash"
GENERAL MOTORS: More Opel Bidders May Come, Labor Leader Says
HEIDELBERGCEMENT AG: Moody's Reviews 'B1' Rating for Likely Cut
HERTIE GMBH: To Close 54 Stores; 2, 600 Jobs Affected
PORSCHE SE: Lower Saxony to Keep 20% Stake After Porsche Merger

SPRIO ANLAGENTECHNIK: Claims Registration Period Ends June 3
TACKE BETEILIGUNGS: Claims Registration Period Ends July 7
TBA LOGISTIC: Claims Registration Period Ends June 2
VITA BAU: Claims Registration Period Ends June 5
WALDHOF POSTTEICH: Claims Registration Period Ends June 30

* GERMANY: Receives 'About' 20 State Funding Applications


I R E L A N D

ANGLO IRISH: Fitch Downgrades Government Guaranteed Debt
BANK OF IRELAND: S&P Junks Ratings on 6 Hybrid Capital Securities
CEDO PLC: Moody's Cuts Ratings on 22 Series of Notes to 'Ca'
EUROCONNECT ISSUER: Moody's Junks Rating on Class D Notes
IRISH NATIONWIDE: Fitch Downgrades Government Guaranteed Debt

WEAVERING MACRO: ISE Keeps Mum on Hedge Fund Investigation

* IRELAND: Property Developers May Avoid Collapse Under Nama Plans


I T A L Y

CAPITAL MORTGAGE: S&P Lowers Rating on Class C Notes to 'BB'
PARMALAT SPA: To Buy Fresh Milk Operations in Australia
SESTANTE FINANCE: S&P Corrects May 12 Rating Press Release


K A Z A K H S T A N

ASTANA FINANCE: Halts Bond Payment
ASTANA FINANCE: Fitch Cuts LT Issuer Default Ratings to 'RD'
AZICOM LLP: Creditors Must File Claims by June 12
ERMUHAN LLP: Creditors Must File Claims by June 12
HALYK SAVINGS: Should Restructure Debt Alone, Samruk-Kazyna Says

KAZKOMMERTSBANK AO: Has No Plans to Restructure Debt
REGION TECH: Creditors Must File Claims by June 12
ROM TORG: Creditors Must File Claims by June 12
TABYS SN: Creditors Must File Claims by June 12

* KAZAKHSTAN: May Need IMF's Help to Avert "Bond Crisis," ING Says


K Y R G Y Z S T A N

KEN-STROY LLC: Creditors Must File Claims by June 5


L A T V I A

* LATVIA: Insolvency Cases Up 40% in First Four Months of 2009


N E T H E R L A N D S

CARLSON WAGONLIT: Moody's Downgrades Corp. Family Rating to 'B3'
SMILE SECURITISATION: Moody's Junks Rating on Class E Notes


R U S S I A

BAYMAKSKIY MACHINE-BUILDING: Court Appoints Insolvency Manager
DELANCE LTD: Moody's Junks Corporate Family Rating From 'B2'
KOTLAS-LES-STROY LLC: Creditors Must File Claims by July 7
LES-PROM LLC: Creditors Must File Claims by June 7
STROY-DINAMIKA LLC: Creditors Must File Claims by June 7

TAMANSKIY WINERY: Moskovskaya Bankruptcy Hearing Set August 12


S L O V E N I A

NOVA KREDITNA: Fitch Cuts Rating on Hybrid Capital Notes to 'BB+'


S W I T Z E R L A N D

ARGE GRAZIOLI/KRISCHANITZ: Claims Filing Period Ends May 29
GARAGE DEBRUNNER: Creditors Must File Claims by May 27
INTEC ENGINEERING: Claims Filing Period Ends May 29
IX-LINK GMBH: Claims Filing Deadline is May 27
SEA-ISLAND CONTRACTORS: Claims Filing Deadline is May 27

SUMMEK HOLDING: Creditors Must File Claims by May 27
U. & H. ZIOERJEN AG: Claims Filing Deadline is May 27


T U R K E Y

PETKIM PETROKIMYA: Fitch Affirms Issuer Default Rating at 'BB-'


U K R A I N E

AUGUST LTD: Creditors Must File Claims by June 5
DRUZHBA-45 LLC: Creditors Must File Claims by June 5
ONYX LLC: Creditors Must File Claims by June 5
YARMIS LLC: Creditors Must File Claims by June 5

* Moody's Puts Deposit Ratings of Three Ukrainian Banks on Review


U N I T E D   K I N G D O M

CRYSTAL BERRY: Appoints Joint Administrators from Grant Thornton
DEEP RED: Taps Joint Administrators from Grant Thornton
EDWARDS GROUP: S&P Lowers Corporate Credit Ratings to 'B'
EMERALD BLUE: Brings in Joint Administrators from Grant Thornton

EPIC PLC: Fitch Cuts Ratings on Three Classes of Notes to Low-B
GOLDCORE PROPERTIES: Appoints Administrators from Grant Thornton
LLOYDS BANKING: European Commission May Demand Asset Sales
LONDON VILLAGE: Calls in Joint Administrators from Grant Thornton
PLAYGOLF LTD: Taps Joint Administrators from BDO

TRUE BLUE: Appoints Joint Administrators from Baker Tilly
WORK FACILITIES: Brings in Joint Administrators from PwC
WORK INC: Taps Joint Administrators from PwC
YELL GROUP: Says Actively Exploring Refinancing Options

* Building Societies Asks More Help From British Government
* S&P Cuts Securities Ratings of Various European Banking Groups
* S&P Puts Ratings on 43 CLO Tranches on Negative CreditWatch
* EUROPE: Fitch Says CLO Performance Suffers as Loan Defaults Rise

* BOOK REVIEW: Corporate Recovery – Managing Companies in Distress


                         *********


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


BRUEDER HAZMUKA: Claims Registration Period Ends June 9
-------------------------------------------------------
Creditors owed money by Brueder Hazmuka KG have until June 9,
2009, to file written proofs of claim to the court-appointed
estate administrator:

         Dr. Michael Lesigang
         Landstrasser Hauptstrasse 14-16/8
         1030 Vienna
         Austria
         Tel: 715 25 26
         Fax: 715 25 26 27
         E-mail: michael@lesigang.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:45 a.m. on June 23, 2009, for the
examination of claims.


HILDEBRAND GMBH: Claims Filing Period Ends June 9
-------------------------------------------------
Creditors owed money by Hildebrand GmbH have until June 9, 2009,
to file written proofs of claim to the court-appointed estate
administrator:

         Dr. Karl Schirl
         Krugerstrasse 17/3
         1010 Vienna
         Austria
         Tel: 513 22 31
         Fax: 513 22 31 1
         E-mail: dr.karl.schirl@der-rechtsanwalt.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9.15 a.m. on June 23, 2009, for the
examination of claims.


STADE GMBH: Claims Registration Period Ends June 10
---------------------------------------------------
Creditors owed money by Stade GmbH have until June 10, 2009, to
file written proofs of claim to the court-appointed estate
administrator:

         Dr. Georg Freimueller
         Alser Strasse 21
         1080 Wien
         Austria
         Tel: 406 05 51-Serie
         Fax: 406 96 01
         E-Mail: kanzlei@jus.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:15 a.m. on June 25, 2009, for the
examination of claims.


UNIVERSIMED GMBH: Claims Filing Deadline is June 12
---------------------------------------------------
Creditors owed money by Universimed GmbH have until June 12, 2009,
to file written proofs of claim to the court-appointed estate
administrator:

         Dr. Andreas Alzinger
         Karntner Ring 12
         1010 Vienna
         Austria
         Tel: 515 50 333
         Fax: 515 50 50
         E-mail: a.alzinger@baierboehm.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:00 a.m. on June 25, 2009, for the
examination of claims.


VITO GMBH: Claims Filing Period Ends June 8
-------------------------------------------
Creditors owed money by Vito GmbH have until June 8, 2009, to file
written proofs of claim to the court-appointed estate
administrator:

         Dr. Gerhard Kucher
         St. Veiter Strasse 9
         9020 Klagenfurt
         Austria
         Tel: 0463/507510 Serie
         Fax: 0463/507510-11
         E-mail: rechtsanwalt@kucher-moessler.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at noon on June 15, 2009, for the
examination of claims at:

         Land Court of Klagenfurt
         Meeting Room 225
         Second Floor
         Klagenfurt
         Austria


=============
B E L G I U M
=============


KBC BANK: Moody's Cuts Ratings on Preferred Securities to 'B1'
--------------------------------------------------------------
Moody's Investors Service has affirmed KBC Bank's Bank Financial
Strength Rating at C+ and long-term debt and deposit ratings at
Aa3.  At the same time, KBC Group's long-term debt rating was also
affirmed at A1.  All long-term senior ratings and the bank's BFSR
continue to carry a negative outlook.  All short-term ratings were
affirmed at Prime-1.  Simultaneously, Moody's downgraded the
ratings on the bank's hybrid instruments:

  -- the Perpetual Debt Securities issued by KBC Bank were
     downgraded to Baa1, on review for possible further downgrade,
     from A2, Negative outlook

  -- the Non-cumulative Trust Preferred Securities issued by KBC
     Bank Funding Trust II, III and IV were downgraded to B1, on
     review direction uncertain, from A2, Negative outlook.

    Affirmation of The BFSR and Senior Debt Ratings Reflect
                 Significant Government Support

The rating action follows the release by KBC of its 1Q09 earnings
and the announcement of a financial guarantee from the Belgian
Government on the group's CDO portfolio and MBIA exposure.  Given
the adverse market environment, KBC has taken EUR3.8 billion of
value adjustments on its Super Senior CDO portfolio and on its
exposure to MBIA, bringing its net result for 1Q09 to minus EUR3.6
billion.  KBC's CDO exposure is synthetic hence considered a
derivative instrument that cannot be re-classified under IAS 39.
Consequently, KBC's earnings continue to be impacted by mark-to-
market evolutions.

To alleviate the volatility stemming from these exposures and
protect its franchise, KBC has announced that it will benefit from
a guarantee from the Belgian Government through an asset relief
program covering EUR20 billion worth of exposures.  A EUR3.2
billion first loss tranche to be assumed by KBC is already covered
by the bank's cumulative value adjustments to date.  Beyond that
first tranche, 90% of the losses will be covered by the Belgian
State, thus off-setting the bulk of potential future incremental
mark-to-market adjustments.  As an additional measure, KBC will
also draw on the EUR1.5 billion capital back-up facility provided
by the Flemish Government in January 2009.  Pro-forma of both the
impact of the Belgian Government's guarantee package and the
Flemish Government's capital injection, KBC Bank's tier 1 ratio
stands at 11% as of end-March 2009.

Moody's notes KBC's first quarter results with underlying pre-tax
profit of EUR667 millions and a Net Banking Income of EUR987
millions, both above Moody's expectations, reflecting primarily
the resilience of Belgian operations and stabilization of Merchant
Banking activities.

Additional value adjustments taken by KBC during the quarter are
in the upper range of stress scenarios that led to Moody's latest
rating action.  In Moody's opinion, most of the potential risks
stemming from the structured finance assets portfolio are now
either covered by the guarantee or written-down.

KBC's ratings also benefit from the capital buffer provided by the
recent capital injections from the Belgian and Flemish
Governments.  The negative outlook continues to reflect Moody's
expectation of deteriorating operating environments in the markets
where KBC operates, and especially in Ireland, CEE and Russia.
Moody's will also continue to monitor the effectiveness of the de-
risking measures at KBC Financial Products.

   Downgrade of Hybrid Instruments Reflect the Increased Risk of
                          Coupon Losses

The long-term ratings KBC Bank's Perpetual Debt Securities were
downgraded to Baa1, under review for possible further downgrade,
from A2, negative outlook.  The wider notching of these
instruments from the banks' long-term debt and deposit ratings
reflects Moody's opinion of an increased likelihood of a coupon
deferral.  As the bank announced that no dividend would be paid to
common shareholders, the dividend pusher is no longer an obstacle
to non payment.  However, the rating agency notes that the coupon
payments on these instruments are cumulative and has to be paid in
accordance with an Alternative Coupon Satisfaction Mechanism,
thereby limiting the loss severity of a coupon deferral if this
were to occur.

The long-term ratings of the Non-cumulative Trust Preferred
Securities issued by KBC Bank Funding Trust II, KBC Bank Funding
Trust III and KBC Bank Funding Trust IV were downgraded to B1,
under review direction uncertain, from A2, negative outlook.  The
wider notching of these instruments from the banks' long-term debt
and deposit ratings reflects Moody's opinion of:

(i) an increased likelihood of a coupon non-payment due to the
loss of protection from the dividend pusher after the bank has
announced that no dividend would be paid to common shareholders,

(ii) the possibility that EU authorities' approval of the support
package be contingent upon suspension of coupons on these
instruments, and

(iii) the high loss severity in case of a coupon non-payment due
to the non-cumulative nature of these instruments.

             Rating History and Moody's Methodologies

The last rating action on KBC Bank N.V. and KBC Group N.V. was on
January 26, 2009, when Moody's downgraded KBC Bank's BFSR to C+
from B- and its long-term deposit and senior unsecured ratings to
Aa3 from Aa2.  The Prime-1 short-term rating was affirmed.  The
negative outlook on KBC Bank's BFSR and long-term ratings was
maintained.  At the same time, KBC Group's long-term debt rating
was also downgraded to A1 from Aa3, with a negative outlook.

Based in Brussels, KBC Group had total assets amounting to
EUR347.4 billion at end-March 2009.  KBC Group's consolidated
total income for the three nine months of 2009 (IFRS) stood at
minus EUR1,610 million, down from positive EUR2,084 million for
the first three months of 2008.  In the same period, the net
profit group share stood at minus EUR3,600 million (Q1 2008:
EUR554 million).  At end-March 2009, KBC Bank's Tier 1 ratio stood
at 11.0% on a proforma basis, including the guarantee through the
asset relief program (core Tier 1: 8.3%).


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


* Moody's Withdraws 'Ba3' Issuer Rating on City of Pazardjik
------------------------------------------------------------
Moody's has withdrawn the long term issuer rating of Ba3 assigned
to the City of Pazardjik.  The rating agency has withdrawn this
rating for business reasons.

The last rating action with respect to the City of Pazardjik was
on December 15, 2006, when the Ba3 rating was affirmed.


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


THOMSON SA: Says Not on the Verge of Bankruptcy
-----------------------------------------------
Julien Ponthus at Reuters reports that Thomson SA on Wednesday
dismissed rumors the company was close to bankruptcy as
groundless.

"It is without foundation, we are not bankrupt," Reuters quoted a
company spokeswoman as saying.

Reuters relates the rumors sent shares in the company down 15
percent on Wednesday, May 20.  According to Reuters, the company
said on Wednesday it made a request to France's financial markets
regulator Autorite des marches financiers (AMF) to probe the share
fall which it blamed on "inaccurate and misleading" information in
some media.

                              Waiver

On April 30, 2009, the Troubled Company Reporter-Europe, citing
Reuters, reported that Thomson SA obtained a waiver from its main
creditors until June 16 to restructure its debt.  Reuters said the
company has until its June 16 annual shareholders meeting to
continue discussions on its balance sheet restructuring.

Citing Frederic Rose, Thomson's chief executive, Reuters disclosed
the group's senior creditors include some 20 banks and 30
bondholders, who could have demanded the reimbursement of some
EUR2.9 billion of gross debt from April 30 following the covenant
breach.  Reuters noted Mr. Rose has said talks with creditors
covered several options, including the possibility for creditor
banks to exchange debt for equity.  Reuters stated the group's
cash position at end-March 2009 stood at EUR586 million and its
net financial debt as of March 31 was EUR2.357 billion.

                        About Thomson SA

France-based Thomson SA -- http://www.thomson.net/-- provides
technology, services, and systems to Media & Entertainment (M&E)
clients, including content creators, content distributors and
broadcasters.  It has three principal operating divisions:
Services, Systems (previously Systems & Equipment) and Technology.
The remaining activities are regrouped in two additional segments:
Other and Corporate.  The Services Division offers end-to-end
management of video-related services for its customers in the M&E
industries.  Systems division plays a role in supplying hardware
and software technology for the M&E industries in the areas of
production, delivery, management, transmission, and access.
Technology division includes activities, such as corporate
research; Silicon Solutions: Integrated Circuit design and tuners,
and Software & Technology Solutions: video and audio security
solutions, and other technologies.  In December 2008, the Company
sold its digital film equipment product line.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on May 21,
2009, Moody's Investors Service changed to Ca/LD from Ca the
Probability of Default Rating for Thomson S.A.  The outlook on the
ratings remains negative. This rating action follows Thomson's
failure to repay US$92.5 million private placements due on May 18,
2009 which in Moody's view constitutes a payment default.  This
non-payment is in line with the company's announcement made on
April 28, 2009 stating that it had obtained waivers from senior
creditors until June 16 to continue discussions on its balance
sheet restructuring and that it had agreed with its creditors to
defer the required pay down of its debt during the waiver period.


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


ACI PROJEKT: Claims Registration Period Ends June 20
----------------------------------------------------
Creditors of Aci Projekt GmbH have until June 20, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:15 a.m. on July 31, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Cologne
         Room 142
         Luxemburger Strasse 101
         50939 Cologne
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Andreas Ringstmeier
         Brueckenstr. 21
         50667 Cologne
         Germany
         Tel: 650 660
         Fax: 221650661

The court opened bankruptcy proceedings against the company on
May 1, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Aci Projekt GmbH
         Unnauer Weg 11
         50767 Cologne
         Germany

         Attn: Rainer Haehling von Lanzenauer, Manager
         Unnauer St. 11
         50767 Cologne
         Germany


AVANTGARDE SYSTEMS: Claims Registration Period Ends June 8
----------------------------------------------------------
Creditors of Avantgarde Systems GmbH have until June 8, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 11:10 a.m. on June 26, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Cologne
         Room 1216
         Luxemburger Strasse 101
         50939 Cologne
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Ruediger Werres
         Friesenplatz 17 a
         50672 Cologne
         Germany
         Tel: 0221/95 14 46 – 20
         Fax: +4922195144690

The court opened bankruptcy proceedings against the company on
May 1, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Avantgarde Systems GmbH
         Holbeinstr. 6
         50733 Cologne
         Germany

         Attn: Dirk Zahnen, Manager
         Graseggerstr. 123
         50737 Cologne
         Germany


CATNIP STUDIOS: Claims Registration Period Ends June 8
------------------------------------------------------
Creditors of Catnip Studios GmbH have until June 8, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 11:20 a.m. on June 29, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Cologne
         Room 1216
         Luxemburger Strasse 101
         50939 Cologne
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Norbert Heimann
         Spichernstr. 55
         50672 Cologne
         Germany
         Tel: 9595925
         Fax: +49221514437

The court opened bankruptcy proceedings against the company on
May 1, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Catnip Studios GmbH
         Schanzenstr. 26/31
         51063 Cologne
         Germany

         Attn: Alexandra Gerb, Manger
         Hohe St. 69
         47051 Duisburg
         Germany


CONTINENTAL AG: May Merge Operations With Schaeffler Group
----------------------------------------------------------
Chris Reiter at Bloomberg News reports that Continental AG said it
may merge operations with dominant investor Schaeffler Group as
the manufacturers try to reduce EUR22 billion (US$30 billion) in
combined debt.

"Schaeffler is working together with Continental on options for
future cooperation," Hannes Boekhoff, a spokesman for Continental,
said in an e- mailed response to the news agency's questions.
"Integration is among the options that we're reviewing" during
"constructive" talks.

The report recalls Continental Chief Executive Officer Karl-Thomas
Neumann said on April 23 that he plans to submit a new strategy
that addresses cooperation with Schaeffler by Aug. 1.  Options may
also include a share sale and asset disposals, he said at the
time, the report relates.

According to Bloomberg News, Schaeffler, which controls 90.2
percent of Continental, paid EUR75 a share for the company, making
its offer in August before collapsing financial markets helped
push the auto industry into its worst crisis in decades.  The
report discloses that Schaeffler, burdened with debt of EUR11
billion, announced plans a week ago to reduce labor costs by
EUR250 million.

Schaeffler and Continental have appointed a joint adviser to help
review options, they companies said in a joint statement obtained
by Bloomberg News.

As reported in the Troubled Company Reporter-Europe on May 4,
2009, Fitch Ratings placed Continental AG's Long-term Issuer
Default Rating and senior unsecured rating of 'BB', respectively,
on Rating Watch Negative.  At the same time, Fitch affirmed
Continental's Short-term IDR at 'B'.

Hanover, Germany-based Continental AG (OTC:CTTAY) --
http://www.conti-online.com/-- is an automotive industry
supplier.  The Company focuses its activities on the development,
production and distribution of products that improve driving
safety, driving dynamics and ride comfort.  It operates in six
divisions.  Chassis and Safety provides active and passive driving
safety, safety and chassis sensor systems, as well as chassis
components.  Powertrain focuses on engine systems, hybrid electric
drives, injection technology, and sensors and actuators, among
others.  Interior manufactures information management modules and
wireless mobile devices.  Passenger and Light Truck Tires provides
tires for passenger cars, motorcycles and bicycles. Commercial
Vehicle Tires offers tires for trucks, as well as industrial and
off-the-road vehicles.  ContiTech specializes in the rubber and
plastics technology, offering parts, components and systems for
the automotive industry and other sectors.  In January 2009,
Schaeffler KG acquired 49.9% interest in the Company.


GENERAL MOTORS: Fiat CEO Met Italy's Top Banks for Opel Loan
------------------------------------------------------------
Bloomberg News, citing daily Il Messaggero, reports that Fiat SpA
Chief Executive Officer Sergio Marchionne has met with executives
at Italy's top banks about granting credit lines for as much as
EUR7 billion (US$9.5 billion) to refinance Adam Opel GmbH's
existing loans.

Mr. Marchionne recently met with his counterparts at Intesa
Sanpaolo SpA and UniCredit SpA, the Italian newspaper said as
cited by Bloomberg News.

According to Bloomberg News, GM, facing bankruptcy if it doesn't
reorganize by June 1, is willing to sell a majority stake of Opel
to secure the unit's survival and has estimated the division needs
EUR3.3 billion (US$4.5 billion) in aid from European governments.
Investors had until May 20 to submit bids for Opel.

A separate Bloomberg News report earlier said Mr. Marchionne
intended to brief the Agnelli family on the carmaker's plan for
Opel.  He will outline Fiat's expansion plans, the report said
citing an official for Exor SpA, Agnelli's publicly traded
company.  Exor is Fiat's largest shareholder.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  Excluding special items, the Company
reported an adjusted net loss of US$5.9 billion in the first
quarter of 2009 compared to an adjusted net loss of US$381 million
in the first quarter of 2008.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly US$27 billion
of unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least US$20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least US$44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's US$4.5 billion senior secured revolving
credit facility to 'CCC-' (one notch above the 'CC' corporate
credit rating on the company) from 'CCC'.  It revised the recovery
rating on this facility to '2' from '1', indicating its view that
lenders can expect substantial (70% to 90%) recovery in the event
of a payment default.  The corporate credit rating remains
unchanged, at 'CC', reflecting its view of the likelihood that GM
will default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Fiat CEO Offers Opel Assets "Better Than Cash"
--------------------------------------------------------------
Ryan Chilcote at Bloomberg News reports that Fiat SpA Chief
Executive Officer Sergio Marchionne said his company's takeover
offer for General Motors Corp.'s Adam Opel GmbH unit will include
assets that are "better than cash."

"You're getting a whole pile of assets that produce cash, which is
as good or probably better than cash," the report quoted Mr.
Marchionne as saying during an interview with Bloomberg Television
in Frankfurt.

The report relates Mr. Marchionne didn't give financial details
about Fiat's offer of assets rather than cash.  "What we can offer
Opel is a lot.  Cash runs out; assets that produce cash don't," he
said.

According to Bloomberg News, GM, facing bankruptcy if it doesn't
reorganize by June 1, is willing to sell a majority of Opel to
secure the unit's survival and has estimated the division needs
EUR3.3 billion (US$4.1 billion) in aid from European governments.

Fiat foresees that an Opel takeover will require as much as EUR7
billion in aid spread among European governments, the report says
citing German Economy Minister Karl-Theodor zu Guttenberg.

A Dow Jones report posted at CNNMoney.com said Fiat has presented
a formal offer for GM's Opel and Vauxhall.  Citing Fiat in an
emailed statement, Dow Jones relates the Turin-based carmaker said
that if the deal is finalized, the new company will merge Fiat
Group Automobiles, including Chrysler's stake, and Opel.

The deadline for submission of bids for Opel was May 20.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  Excluding special items, the Company
reported an adjusted net loss of US$5.9 billion in the first
quarter of 2009 compared to an adjusted net loss of US$381 million
in the first quarter of 2008.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly US$27 billion
of unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least US$20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least US$44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's US$4.5 billion senior secured revolving
credit facility to 'CCC-' (one notch above the 'CC' corporate
credit rating on the company) from 'CCC'.  It revised the recovery
rating on this facility to '2' from '1', indicating its view that
lenders can expect substantial (70% to 90%) recovery in the event
of a payment default.  The corporate credit rating remains
unchanged, at 'CC', reflecting its view of the likelihood that GM
will default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: More Opel Bidders May Come, Labor Leader Says
-------------------------------------------------------------
Fiat SpA and Magna International Inc., vying for a stake in
General Motors Corp.'s Adam Opel Gmbh unit, will probably face
competitors for the holding, Bloomberg News reports, citing Klaus
Franz, the division's top labor leader.

"I expect more than two bids" for Opel and its Vauxhall sister
brand in the U.K., Mr. Franz told Bloomberg News in a telephone
interview.  Germany's government is unlikely to reach a decision
on any proposals "before next week."

According to Bloomberg News, investors had until yesterday, May
20, to submit bids for Opel.  GM, facing bankruptcy if it doesn't
reorganize by June 1, is willing to sell a majority stake of Opel
to secure the unit's survival and has estimated the division needs
EUR3.3 billion (US$4.5 billion) in aid from European governments,
Bloomberg News discloses.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  Excluding special items, the Company
reported an adjusted net loss of US$5.9 billion in the first
quarter of 2009 compared to an adjusted net loss of US$381 million
in the first quarter of 2008.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly US$27 billion
of unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least US$20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least US$44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's US$4.5 billion senior secured revolving
credit facility to 'CCC-' (one notch above the 'CC' corporate
credit rating on the company) from 'CCC'.  It revised the recovery
rating on this facility to '2' from '1', indicating its view that
lenders can expect substantial (70% to 90%) recovery in the event
of a payment default.  The corporate credit rating remains
unchanged, at 'CC', reflecting its view of the likelihood that GM
will default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


HEIDELBERGCEMENT AG: Moody's Reviews 'B1' Rating for Likely Cut
---------------------------------------------------------------
Moody's has left HC's ratings at B1/on review for possible
downgrade following the support the company has received in the
short-term rollover of a major maturity of its bank lines.

In Moody's opinion HeidelbergCement is well placed to be a key
player in its industry with a good competitive position going
forward due to (i) the company's solid business profile, based on
the company's favorable geographic diversification and its strong
market positions in many of its markets, and (ii) the expectation
that HeidelbergCement will generate positive free cash flows --
albeit at relatively small amounts - in the current financial year
-- which could be used to reduce debt despite the weak economic
environment without the need of additional financing and (iii) a
high likelihood of much stronger free cash flow generation when
the economy turns around.  "At the same time Moody's note that the
company is likely to carry a heavy debt burden for some time,
absent of material disposals, leaving its management to navigate
through potential challenging scenarios in a protracted economic
downturn." said Matthias Hellstern, Moody's lead analyst for
HeidelbergCement

The ability of HC to attract sizeable new equity also appears
limited and therefore dependency on the agreement from its banks
to amend the covenant structure and extend the tenor of its major
credit agreements remains key to relieving the current pressure.
The continuation of the ratings review reflects the uncertainty
surrounding these bank negotiations.

Moody's understands that the bond documentation may allow bank
lenders, under certain conditions, to be secured by assets or
upstream guarantees without triggering negative pledge clauses.
Therefore a subordination of the bonds might -- according to
Moody's LGD methodology -- lead to a differential of up to two
notches to the assigned corporate family rating should the
company's banks successfully strengthen their security package.

Moody's last rating action on HeidelbergCement on February 9,
2009, was to downgrade the company's ratings to B1 and place the
rating on review for possible downgrade.

HeidelbergCement AG is the world's third-largest cement producer.
HC generated sales of EUR13.5 billion per last 12 months (March
2009).  With the acquisition of UK building materials producer
Hanson plc in mid-2007, HC is now the world's largest producer of
aggregates with an annual output in 2007 of 334 mt, and the
second-largest producer of ready-mixed concrete with an output of
46 million cubic meters, behind Cemex.


HERTIE GMBH: To Close 54 Stores; 2, 600 Jobs Affected
-----------------------------------------------------
BBC News reports German department store chain German Hertie GmbH,
part-owned by British financial conglomerate Dawnay Day, is to
close all its 54 stores with the loss of 2,600 jobs.

BBC News relates at a meeting in Essen, 84% of Hertie's creditors
voted in favor of shutting it down, after officials said they saw
no chance of keeping it going.  According to BBC News, at the
meeting in Essen, insolvency administrator Biner Baehr of White &
Case LLP recommended the closure of Hertie, blaming Dawnay Day for
the company's failure.  Mr. Baehr, as cited by BBC News, said
Dawnay Day had "no idea" about how to run a department store and
was mainly interested in making as much money out of the company
as possible.

Citing Deutsche Presse Agentur, Bloomberg News discloses an
investor group on Tuesday retracted its offer for the chain.

As reported in the Troubled Company Reporter-Europe on Aug. 6,
2008, Hertie filed for commencement of insolvency proceedings at
the District Court of Essen on July 31, 2008.  According to
Bloomberg News, the chain filed for insolvency after
its debt-restructuring talks failed.


PORSCHE SE: Lower Saxony to Keep 20% Stake After Porsche Merger
---------------------------------------------------------------
Andreas Cremer at Bloomberg News reports that Lower Saxony Prime
Minister Christian Wulff said Volkswagen AG and Porsche Automobil
Holding SE should sell a stake in the company resulting from a
merger to a foreign investor.

According to the report, the families controlling the carmakers
agreed on May 6 to create an integrated car manufacturer that
would put Porsche alongside VW brands.  Though merger talks have
been put on hold, in a statement obtained by Bloomberg News,
Porsche said negotiations will resume, without giving details.

The German state has no intention of increasing its 20 percent
stake in VW after the carmaker's planned combination with Porsche,
Mr. Wulff told Bloomberg News in an interview in Volkswagen's
hometown of Wolfsburg, adding about 30 percent of the new company
will be available to investors once the owners sort out its
structure.

Bloomberg News relates that talks to hash out details of a merger
are on hold after VW Supervisory Board Chairman Ferdinand Piech
said May 11 that VW wouldn't help "solve" Porsche's financial
problem and that Porsche must trim its EUR9 billion (US$12
billion) in net debt.  Porsche, Bloomberg News notes, owns about
51 percent of Volkswagen.

                  Debt Repayment Deadline Looms

As reported in the Troubled Company Reporter-Europe on May 20,
2009, Patrick Donahue at Bloomberg News, citing German newspaper
Bild Zeitung, said Porsche has less than two weeks to extend a
credit line of more than EUR1 billion (US$1.3 billion).

Bloomberg News said according to Bild, unidentified people
close to the company said the carmaker has until the end of May to
refinance the credit facility and Porsche would run into a
"dangerous" liquidity shortage of it didn't meet the requirements.

Porsche denied the report saying it doesn't face short-term
financing problems, Bloomberg News disclosed.  "There are no due
dates and no financial gaps," Porsche spokesman Frank Gaube told
Bloomberg News by telephone.

Stuttgart, Germany-based Porsche Automobil Holding SE (ETR:PAH3)
-- http://www.porsche-se.com/-- is a holding company engaged in
the car manufacture industry.  The Company's core products are
sports cars and all-terrain vehicles.  The Porsche sports car
range includes the Boxster, the Cayman, the 911 and the Carrera
GT.  The Boxster and the Boxster S are contemporary
reinterpretations of the Company's original roadsters, the 356/1
and the 550 Spyder.  There are several varieties of the 911,
representing the model's continuous evolution.  The Carrera GT has
the race-derived chassis construction and minimum weight.  The
Company's all-terrain models, Cayenne, Cayenne S, Cayenne Turbo
and Cayenne Turbo S are balanced, four-wheel drive vehicles for
on-road and off-road use.  Porsche Automobil Holding SE also
offers financing services, spare parts and accessories for new and
classic models, as well as an approved used car service.  As of
October 20, 2008, the Company owned a 42.6% stake in Volkswagen
AG.


SPRIO ANLAGENTECHNIK: Claims Registration Period Ends June 3
------------------------------------------------------------
Creditors of Sprio Anlagentechnik GmbH have until June 3, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10:30 a.m. on July 1, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Leipzig
         Hall 145
         Enforcement Court
         Bernhard Goering Strasse 64
         04275 Leipzig
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Stephan Poppe
         Kathe-Kollwitz- St. 9
         04109 Leipzig
         Germany,
         Tel: 910470
         Fax: 9104710

The court opened bankruptcy proceedings against the company on
May 5, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Sprio Anlagentechnik GmbH
         Attn: Holger Weidmann and
               Thomas Weidmann, Managers
         Christian-Grunert- St. 2
         04288 Leipzig
         Germany


TACKE BETEILIGUNGS: Claims Registration Period Ends July 7
----------------------------------------------------------
Creditors of Tacke Beteiligungs GmbH have until July 7, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on July 28, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court Muenster
         Meeting Hall 101 B
         Gerichtsstr. 2-6
         48149 Muenster
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Michael Moenig
         Schorlemer Strasse 26
         48143 Muenster
         Germany
         Tel: 0251/38484-333
         Fax: +4925138484300

The court opened bankruptcy proceedings against the company on
May 1, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Tacke Beteiligungs GmbH
         Attn: Gertruda Maria Gerarda Korsten van Veghel
         Everswinkeler Strasse 59
         48231 Warendorf
         Germany


TBA LOGISTIC: Claims Registration Period Ends June 2
----------------------------------------------------
Creditors of TBA Logistic & Trading GmbH have until June 2, 2009,
to register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10.00 a.m. on June 26, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Loerrach
         Hall 5
         Room 2.21
         Bahnhofstr. 4 a
         79539 Loerrach
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Ingo Michelsen
         Luisen St. 5
         79539 Loerrach
         Germany
         Tel: 0 76 21/ 4 22 58 80

The court opened bankruptcy proceedings against the company on
May 4, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         TBA Logistic & Trading GmbH
         Attn: Ridvan Serter, Manager
         Colmarer St. 1
         79576 Weil am Rhein
         Germany


VITA BAU: Claims Registration Period Ends June 5
------------------------------------------------
Creditors of Vita Bau GmbH have until June 5, 2009, to register
their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 8:00 a.m. on July 15, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Stuttgart
         Room 178
         Hauffstr. 5
         70190 Stuttgart
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Holger Leichtle
         Dannecker St. 52
         70182 Stuttgart
         Germany
         Tel: 0711/23 88 90
         Fax: 0711/23 88 930

The court opened bankruptcy proceedings against the company on
May 5, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Vita Bau GmbH
         Attn: Viktor Kerschbaumer, Manager
         Brand St. 2
         71120 Grafenau
         Germany


WALDHOF POSTTEICH: Claims Registration Period Ends June 30
----------------------------------------------------------
Creditors of Waldhof Postteich GmbH have until June 30, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 11:30 a.m. on Aug. 4, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Detmold
         Meeting Room 12
         Gerichtsstrasse 6
         32756 Detmold
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Raimund Schafmeister
         Moltke St. 12
         32756 Detmold
         Germany

The court opened bankruptcy proceedings against the company on
April 30, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Waldhof Postteich GmbH
         Attn: Ina Franke, Manager
         Postteichweg 30
         32758 Detmold
         Germany


* GERMANY: Receives 'About' 20 State Funding Applications
---------------------------------------------------------
Tony Czuczka at Bloomberg News reports that Germany's Deputy
Economy Minister Hartmut Schauerte said about 20 major companies
have applied to a government fund for possible loan guarantees
totalling about EUR6 billion (US$8 billion).

No requests have yet been approved, Mr. Schauerte said, without
naming any of the companies, the report relates.


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


ANGLO IRISH: Fitch Downgrades Government Guaranteed Debt
--------------------------------------------------------
Fitch Ratings has downgraded the government guaranteed debt of
three Irish credit institutions, Anglo Irish Bank Corporation, EBS
Building Society and Irish Nationwide Building Society, to 'AA+'
from 'AAA'.  The agency has simultaneously removed the Rating
Watch Negative which it had applied to the institutions'
government guaranteed debt in March 2009.

The rating action reflects Fitch's downgrade last month of
Ireland's sovereign rating to 'AA+' from 'AAA' and the removal of
the RWN and assigning of a Negative Outlook .

The government guarantee in respect of the institutions' debt
lasts until 28 September 2010 and relates to all non-hybrid
wholesale funding.  The rating action has no impact on the 'AAA'
ratings assigned to the covered bonds issued by Anglo Irish Bank
Corporation or EBS Building Society or their subsidiaries because
these ratings do not depend on the guarantee.

The ratings for the three institutions and their subsidiaries are:

Anglo Irish Bank Corporation

  -- Long-term Issuer Default Rating: 'A-' (A minus); Outlook
     Stable

  -- Short-term Issuer Default Rating: 'F1+'

  -- Individual: 'F'

  -- Support: '1'

  -- Support Rating Floor: 'A-'

  -- Subordinated debt: 'BBB+'

  -- Upper Tier 2: 'BB' Rating Watch Negative

  -- Preference shares: 'BB-' Rating Watch Negative

  -- Mortgage covered bonds: 'AAA'

Anglo Irish Mortgage Bank

  -- Long-term Issuer Default Rating: 'A-' (A minus); Outlook
     Stable

  -- Short-term Issuer Default Rating: 'F1+'

  -- Support: '1'

  -- Mortgage covered bonds: 'AAA'

EBS Building Society

  -- Long-term Issuer Default Rating: 'BBB'; Rating Watch Evolving
  -- Short-term Issuer Default Rating: 'F1+'
  -- Individual: 'C/D' Rating Watch Evolving
  -- Support: '2'
  -- Support Rating Floor: 'BBB-'
  -- Senior unsecured debt: 'BBB+', Rating Watch Evolving
  -- Preference shares: 'BB+' Rating Watch Evolving

EBS Mortgage Finance

  -- Long-term Issuer Default Rating: 'BBB'; Rating Watch Evolving
  -- Short-term Issuer Default Rating: 'F1+'
  -- Support: '2'
  -- Mortgage covered bonds: 'AAA'

Irish Nationwide Building Society

  -- Long-term Issuer Default Rating: 'BBB-'; Outlook Stable
  -- Short-term Issuer Default Rating: 'F1+'
  -- Individual: 'D/E'
  -- Support: '2'
  -- Support Rating Floor: 'BBB-'
  -- Senior unsecured debt: 'BBB-'
  -- Subordinated debt: 'BB+'


BANK OF IRELAND: S&P Junks Ratings on 6 Hybrid Capital Securities
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered to 'C'
from 'BB' the issue ratings on six hybrid capital securities
issued by subsidiaries of Bank of Ireland (BOI; the trading name
of the Governor and Company of the Bank of Ireland; A/Watch Neg/A-
1).

This action follows BOI's announcement of tender offers for six
series of hybrid capital securities with an aggregate value of
about EUR3 billion.  S&P also removed the ratings on these
securities from CreditWatch with negative implications, where they
were originally placed on Nov. 14, 2008.  This action does not
affect the issuer credit ratings on BOI.

Under S&P's criteria, S&P characterize the BOI tender offers as a
"distressed exchange."  As a result, S&P lowered the ratings on
the tender offer securities to 'C', reflecting S&P's opinion that
the exchange is equivalent to a payment deferral.  Upon completion
of the offers, S&P will review the remaining tender offer
securities and likely raise the ratings on them to the level of
the ratings on BOI's hybrid securities without voting rights that
are not subject to the tender offers.

Separately, S&P lowered the ratings on BOI's three hybrid
securities not subject to the tender offers.  S&P downgraded two
hybrid securities with voting rights in certain circumstances to
'B-' from 'BB' and one security without voting rights to 'B' from
'BB', and removed all the ratings from CreditWatch with negative
implications where they were originally placed on Nov. 14, 2008.
These rating actions were part of a review of hybrid security
ratings of several European financial institutions that have
received state aid or that are likely, in S&P's opinion, to
receive state aid in the near future.

BOI launched its tender offers on May 19, 2009.  BOI has indicated
minimum purchase prices for these tender offer securities of
between EUR380 and EUR500 per EUR1,000, which would represent a
substantial discount to par, but a premium on recent market
prices.  According to S&P's criteria, S&P may view a tender or
exchange offer as distressed if investors accept less than the
original promise because of the risk that the issuer will not
fulfill its original obligations.

S&P considers that BOI's offers for these securities constitute a
distressed exchange for two reasons.  First, S&P believes that
investors who accept the offers will realize a substantial loss
relative to par.  Second, S&P expects BOI to receive further state
aid (proposed through Ireland's National Asset Management Agency
plan).  S&P understand this will require European Commission
approval, which could include a restructuring plan that restricts
dividend and interest payments on BOI's hybrid capital.  While BOI
may be willing to service its hybrid securities, S&P believes that
the potential that BOI could be prohibited from doing so (by the
Irish authorities or the EC) could compel investors to accept the
offer, essentially making the acceptance equivalent to a payment
deferral.

A successful completion of the tender offers will moderately
improve BOI's capitalization.  S&P expects that the bank will book
a profit as a result of investors' acceptances of the offers,
reflecting the difference between the offer value and the book
value of the tender offer securities.  For example, assuming a 45%
average participation rate and an average offer of 45% of par, by
S&P's calculation there would be a pretax gain of about
EUR740 million.  This would boost the Tier 1 capital ratio by
approximately 70 basis points, based on pro forma risk-weighted
assets on March 31, 2009.  Given that BOI currently has hybrid
capital significantly in excess of S&P's gearing bands, S&P
believes S&P's total adjusted capital measure would also increase
following completion of the offers, despite the reduction in
outstanding Tier 1 capital.

                           Ratings List

              Downgraded; CreditWatch/Outlook Action

                BOI Capital Funding (No.1) LP (1)

          EUR600 mil 6.25% fxd/var non-cum perp callable

                  To                 From
                  --                 ----
                  C                  BB/Watch Neg

                BOI Capital Funding (No.2) LP (1)

  US$800 mil var rate /fltg rate gtd non-voting non-cum callable
                         perp pfd secs

                  To                 From
                  --                 ----
                  C                  BB/Watch Neg

                BOI Capital Funding (No.3) LP (1)

  US$400 mil var rate /fltg rate gtd non-voting non-cum callable
                        perp pref secs

                  To                 From
                  --                 ----
                  C                  BB/Watch Neg

                BOI Capital Funding (No.4) LP (1)

  GBP500 mil var rate fxd/fltg rate gtd non-voting non-cum perp
                           pref secs

                  To                 From
                  --                 ----
                  C                  BB/Watch Neg

                 Bank of Ireland UK Holdings PLC

          GBP350 mil 6.25% callable perp pfd secs hybrid
         EUR600 mil step-up callable perp pfd secs hybrid

                  To                 From
                  --                 ----
                  C                  BB/Watch Neg

                         Bank of Ireland

                    US$150 mil 6.187% hybrid

                  To                 From
                  --                 ----
                  B                  BB/Watch Neg

                           EUR63.49 mil
                 GBP18.76 mil  12% non-cum pfd stk

                  To                 From
                  --                 ----
                  B-                 BB/Watch Neg

                (1) Guaranteed by Bank of Ireland.


CEDO PLC: Moody's Cuts Ratings on 22 Series of Notes to 'Ca'
------------------------------------------------------------
Moody's Investors Service has downgraded 23 ratings on 20 series
of notes issued by CEDO PLC and three related loans.

This synthetic CDO refers to a portfolio of Equity Default Swaps.
The portfolio comprises between 55 and 60 EDS in the so-called
"Risk Portfolio", on which the SPV is protection seller, and the
same number of EDS in the so-called "Insurance Portfolio", on
which the SPV is protection buyer.  At maturity of the
transaction, the number of Net Equity Events (i.e. the difference
in number of Equity Events in the Risk Portfolio and in the
Insurance Portfolio) defines the amount of loss to be paid by the
SPV to the protection buyer.

The number of Net Equity Events is the total number of Hits
experienced in the Risk Portfolio less the total number of Hits
experienced in the Insurance Portfolio.  The primary performance
indicator of an EDS is the Barrier, which is the Initial Barrier
multiplied by the ratio of the EDS Price at closing and its
Current Price.  Note that stock prices are adjusted when corporate
actions affect a reference entity according to the ISDA Equity
Derivatives Definitions.  Barriers are computed using the 50-day
moving average stock price.

The downgrades are a result of either the buy-back of the notes
which resulted in the termination of notes or a result of a
restructuring of the notes.  Moody's views these events as
distressed exchanges which had the effect of allowing the SPV to
avoid a payment default at maturity.

The rating actions are:

(1) Series 1 Tranche G EUR15,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa1

  -- Prior Rating Action Date: 21 January 2009, downgraded from
     Baa2 to Caa1

(2) Series 2 Tranche A Asset-Backed Deferrable Floating Rates
Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa1

  -- Prior Rating Action Date: 21 January 2009, downgraded from
     Baa3 to Caa1

(3) Series 2 Tranche B Asset-Backed Deferrable Floating Rate Notes
Due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B1
     to Caa2

(4) Series 2 Tranche C Asset-Backed Deferrable Floating Rate Notes
due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa3

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa3

(5) Series 2 Tranche J Asset-Backed Fixed Rate Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa2

(6) Series 2 Tranche G Asset-Backed Deferrable Floating Rate Notes
due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa3

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa3

(7) Series 2 Tranche I Asset-Backed Fixed Rate Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa1

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa1

(8) Series 2 Tranche H Asset-Backed Floating Rate Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa3

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa3

(9) Floating Rate Loan Facility in relation to Series 2 Tranche B
Asset-Backed Deferrable Floating Rate Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B1
     to Caa2

(10) Floating Rate Loan Facility in relation to the Series 2
Tranche C Asset-Backed Deferrable Floating Rate Notes due 2011

  -- Current Rating: Ca

  -- Prior Rating: Caa3

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa3

(11) Series 4 Tranche E EUR47,000,000 Asset Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Caa2

  -- Prior Rating: Caa1

  -- Prior Rating Action Date: 21 January 2009, downgraded from
     Ba1 to Caa1

(12) Series 4 Tranche F EUR17,000,000 Asset Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B2
     to Caa2

(13) Series 4 Tranche G US$2,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: B3

  -- Prior Rating Action Date: 21 January 2009, downgraded from A2
     to B3

(14) Series 4 Tranche I US$12,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B2
     to Caa2

(15) Series 4 Tranche J US$5,000,000 Asset-Backed Deferrable Fixed
Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B2
     to Caa2

(16) Series 4 Tranche L US$15,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B2
     to Caa2

(17) Series 4 Tranche M US$15,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa1

  -- Prior Rating Action Date: 21 January 2009, downgraded from
     Ba1 to Caa1

(18) Series 4 Tranche O US$10,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa1

  -- Prior Rating Action Date: 21 January 2009, downgraded from
     Ba1 to Caa1

(19) Series 4 Tranche P US$2,000,000 Asset-Backed Deferrable
Floating Rate Notes due 2012

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from B3
     to Caa2

(20) Series 5 Tranche A EUR35,000,000 Asset-Backed Floating Rate
Notes due 2013

  -- Current Rating: Ca

  -- Prior Rating: B3

  -- Prior Rating Action Date: 21 January 2009, downgraded from A1
     to B3

(21) Series 5 Tranche F CHF 25,000,000 Asset Backed Floating Rate
Notes due 2013

  -- Current Rating: Ca

  -- Prior Rating: B3

  -- Prior Rating Action Date: 21 January 2009, downgraded from A1
     to B3

(22) Series 5 Tranche H JPY 500,000,000 Asset-Backed Floating Rate
Notes due 2013

  -- Current Rating: Ca

  -- Prior Rating: Caa2

  -- Prior Rating Action Date: 21 January 2009, downgraded from
     Ba2 to Caa2

(23) Facility Agreement in relation to Series 5 Tranche A
EUR35,000,000 Asset-Backed Floating Rate Notes due 2013

  -- Current Rating: Ca

  -- Prior Rating: B3

  -- Prior Rating Action Date: 21 January 2009, downgraded from A1
     to B3

          Moody's Main EDS Rating Monitoring Methodology

Moody's approach to modeling portfolio of Equity Default Swaps at
closing can be broadly summarized in three steps.

Moody's identified three stock market regimes that display
significantly different behaviors both in terms of likelihood of
stock prices collapse and correlation structure: these are the
Normal, Stress or Crash regimes, each with a related probability
of occurrence.

Then for each EDS and in each market regime, Moody's inferred,
with the support of various statistical studies, a probability of
the threshold being hit based on: (i) the initial rating of the
reference entity, (ii) the maturity of the transaction and (iii)
the threshold level (between 10% and 40%).

Finally, the dependency structure (i.e., correlation) between EDS
was defined -- it is mainly driven by equity return correlation
and adjusted according to (i) the market regime, (ii) the
industrial sector and (iii) the geographical area.

The Monte Carlo method is the most suitable to rate synthetic CDO
transactions, including EDS, as it allows to take into account
global and industry correlations, and portfolio heterogeneity - in
terms of triggers, ratings or amounts.  In each Monte Carlo trial,
entities are modeled separately - subject to the correlation
structure determined above -- while distressed Equity Events and
recovery rate upon trigger being hit are simulated. Cumulative
losses are then computed on the rated tranches.

The monitoring process is consistent with the rating methodology
described above.  Among other components, the monitoring committee
reviews the result of two modeling approaches and three loss
scenarios, as detailed below.

For entities whose Barrier is above 40%, the two approaches
considered relate to the computation of the probability of hitting
the trigger and are these:

  -- In the first one, this probability is derived from a
     statistical analysis of world-wide indices;

  -- In the second one, it is derived from a stochastic simulation
     whose primary driver is the implied volatility obtained from
     the option market.

The three loss scenarios considered in the determination of the
rating are:

  -- One central loss scenario estimates the loss for each tranche
     based on the current share levels at maturity;

  -- Two alternative scenarios account respectively for a 20%
     increase and a 20% decrease of all stock prices together.

Finally, the result of the monitoring model described above has
been floored to Caa1 (respectively Caa2, Caa3) for tranches for
which the central loss scenario predicts no loss (respectively
partial loss, wipe-out.)  The floor is set one notch higher for
tranches for which the Equity Events observation period has not
yet started.


EUROCONNECT ISSUER: Moody's Junks Rating on Class D Notes
---------------------------------------------------------
Moody's Investors Service has downgraded its ratings of four
classes of notes issued by EuroConnect Issuer LC 2007-1 Limited.

The transaction is a synthetic Balance Sheet CDO referencing a
pool of bank originated corporate and SME loans aggregating
EUR3,894.6 million as on Mar 31, 2009.  Although replenishments
are permitted until June 2011, Moodys's Investors Service
understands that being in breach of the replenishment test, the
portfolio is static at present.

The rating actions reflect the deterioration in the credit quality
of the transaction's reference portfolio, as indicated by the
increase in the average rating factor from 477 (at closing in
August 2007 on a pool size of EUR6,206.6 million) to 920 (Mar 2009
on a pool size of EUR3,894.6 million) and the revision of certain
key assumptions that the agency uses to rate and monitor corporate
CDOs.  These revised assumptions incorporate Moody's expectation
that European and global corporate default rates are likely to
greatly exceed their historical long-term averages and reflect the
heightened interdependence of credit markets in the current global
economic contraction.

Specifically, the changes include: (1) a 30% increase in the
assumed likelihood of default for corporate credits in CDOs (2) an
increase in the degree to which ratings are adjusted according to
other credit indicators such as rating Reviews and Outlooks and
(3) an increase in the default correlation applied to corporate
portfolios as generated through a combination of higher default
rates and increased asset correlations.

These revised assumptions are described in greater detail in the
press release published on January 15, 2009.  Moody's notes that
the global corporate loan sector currently has a negative outlook
and has shown signs of increasing weakness in terms of credit
performance.  The sector is further stressed by the anticipated
limited refinancing opportunities for EMEA corporate issuers over
the next six to twelve months.

In addition, for the majority of the underlying referenced assets,
the equivalent Moody's ratings used in Moody's analysis are
obtained through a mapping process between the originator's
internal rating scale and Moody's public rating scale.  To
compensate for the absence of credit indicators such as ratings
reviews and outlooks in mapped ratings, a half notch stress was
applied to the mapping scale.

Our analysis and rating action incorporates the impact of the 10%
clean-up call option embedded in the transaction; provided the 31
Mar 2009 portfolio amortizes as scheduled, according to Moody's
this clean up call could be exercised in approximately 4.7 years
from today.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for corporate synthetic CDOs as described in Moody's Special
Reports and press releases below:

  -- Moody's Approach to Rating Corporate Collateralized Synthetic
     Obligations (December 2008)

  -- Framework for De-Linking Hedge Counterparty Risks from Global
     Structured Finance Cashflow Transactions (May 2007)

The rating actions are:

EuroConnect Issuer LC 2007-1 Limited

EUR310,350,000 Class A Floating Rate Credit Linked Notes due 2026

  -- Current Rating: Aa3

  -- Prior Rating: Aaa, under review for downgrade

  -- Prior Rating Date: 24 Apr 2009, Aaa placed under review for
     possible downgrade

EUR93,100,000 Class B Floating Rate Credit Linked Notes due 2026

  -- Current Rating: Baa3

  -- Prior Rating: A1, under review for downgrade

  -- Prior Rating Date: 24 Apr 2009, A1 placed under review for
     possible downgrade

EUR62,050,000 Class C Floating Rate Credit Linked Notes due 2026

  -- Current Rating: B1

  -- Prior Rating: Baa2, under review for downgrade

  -- Prior Rating Date: 24 Apr 2009, Baa2 placed under review for
     possible downgrade

EUR68,300,000 Class D Floating Rate Credit Linked Notes due 2026

  -- Current Rating: Caa2

  -- Prior Rating: Ba2, under review for downgrade


  -- Prior Rating Date: 24 Apr 2009, Ba2 placed under review for
     possible downgrade


IRISH NATIONWIDE: Fitch Downgrades Government Guaranteed Debt
-------------------------------------------------------------
Fitch Ratings has downgraded the government guaranteed debt of
three Irish credit institutions, Anglo Irish Bank Corporation, EBS
Building Society and Irish Nationwide Building Society, to 'AA+'
from 'AAA'.  The agency has simultaneously removed the Rating
Watch Negative which it had applied to the institutions'
government guaranteed debt in March 2009.

The rating action reflects Fitch's downgrade last month of
Ireland's sovereign rating to 'AA+' from 'AAA' and the removal of
the RWN and assigning of a Negative Outlook .

The government guarantee in respect of the institutions' debt
lasts until 28 September 2010 and relates to all non-hybrid
wholesale funding.  The rating action has no impact on the 'AAA'
ratings assigned to the covered bonds issued by Anglo Irish Bank
Corporation or EBS Building Society or their subsidiaries because
these ratings do not depend on the guarantee.

The ratings for the three institutions and their subsidiaries are:

Anglo Irish Bank Corporation

  -- Long-term Issuer Default Rating: 'A-' (A minus); Outlook
     Stable

  -- Short-term Issuer Default Rating: 'F1+'

  -- Individual: 'F'

  -- Support: '1'

  -- Support Rating Floor: 'A-'

  -- Subordinated debt: 'BBB+'

  -- Upper Tier 2: 'BB' Rating Watch Negative

  -- Preference shares: 'BB-' Rating Watch Negative

  -- Mortgage covered bonds: 'AAA'

Anglo Irish Mortgage Bank

  -- Long-term Issuer Default Rating: 'A-' (A minus); Outlook
     Stable

  -- Short-term Issuer Default Rating: 'F1+'

  -- Support: '1'

  -- Mortgage covered bonds: 'AAA'

EBS Building Society

  -- Long-term Issuer Default Rating: 'BBB'; Rating Watch Evolving
  -- Short-term Issuer Default Rating: 'F1+'
  -- Individual: 'C/D' Rating Watch Evolving
  -- Support: '2'
  -- Support Rating Floor: 'BBB-'
  -- Senior unsecured debt: 'BBB+', Rating Watch Evolving
  -- Preference shares: 'BB+' Rating Watch Evolving

EBS Mortgage Finance

  -- Long-term Issuer Default Rating: 'BBB'; Rating Watch Evolving
  -- Short-term Issuer Default Rating: 'F1+'
  -- Support: '2'
  -- Mortgage covered bonds: 'AAA'

Irish Nationwide Building Society

  -- Long-term Issuer Default Rating: 'BBB-'; Outlook Stable
  -- Short-term Issuer Default Rating: 'F1+'
  -- Individual: 'D/E'
  -- Support: '2'
  -- Support Rating Floor: 'BBB-'
  -- Senior unsecured debt: 'BBB-'
  -- Subordinated debt: 'BB+'


WEAVERING MACRO: ISE Keeps Mum on Hedge Fund Investigation
----------------------------------------------------------
Arthur Beesley at the Irish Times reports that the Irish Stock
Exchange has declined to say whether it is investigating or has
investigated the affairs of the Weavering Macro Fixed Income Fund.

"Our policy is not to comment on any investigation that may or may
not be taking place," the Irish Times quoted a spokesman for the
ISE as saying.

The fund, which was targeted at high-net-worth clients, was
incorporated in the Cayman Islands and listed on the ISE in
August 2003, the Irish Times discloses.  The Irish Times recalls
the fund's ISE listing was suspended on March 11th and it was
placed in liquidation a week later after failing to meet its
investor demands for withdrawals.

                        Hedge Fund Probe

As reported in the Troubled Company Reporter-Europe on May 20,
2009, the Serious Fraud Office on May 15 conducted searches on two
residential properties (one in Kent, the other in Surrey) assisted
by the City of London Police, in connection with its investigation
into an alleged fraud involving the recently collapsed hedge fund,
Weavering Capital.

Two men, aged 43 and 45, were arrested and have been taken to a
police station for questioning.

Weavering Capital (UK) Limited is an English incorporated
investment management firm, which went into administration on
March 19, 2009, whose primary function was to act as investment
advisor to a Cayman Islands incorporated hedge fund, Weavering
Macro Fixed Income Fund Limited.  Liquidators were appointed over
the Macro Fund on March 19, 2009.  The Weavering Macro Fixed
Income Fund was understood to have funds under management of
around US$639 million in late 2008.

The investigation is currently focused on certain interest rate
swap transactions between the Macro Fund and a company registered
in the British Virgin Islands, Weavering Capital Fund Limited,
which appears to be a related third party, and which inflated the
apparent Net Asset Value of the Weavering Macro Fixed Income Fund.

According to the Irish Times, when the ISE listing of the
Weavering Macro Fixed Income Fund was suspended, the fund itself
said an investigation into its assets had "revealed a related
party transaction in the form of a large interest rate swap
position of a material amount where the counterparty is a company
controlled by a related party".

The Irish Times says while the fund's main unencumbered asset was
a series of derivative transactions valued in its balance sheet at
US$637.1 million, the derivative counterparty had a net worth not
exceeding US$50 million.


* IRELAND: Property Developers May Avoid Collapse Under Nama Plans
------------------------------------------------------------------
David Clerkin and Ian Kehoe at the Sunday Business Post Online
report that Ireland's largest property developers will be
protected from collapse by the proposed National Asset Management
Agency (Nama).

According to the Post.ie, under advanced plans being drawn up in
conjunction with the Department of Finance, Nama will agree not to
force up to 20 of the country's top developers into receivership
or liquidation.   The Sunday Post Online says plans are being
drawn up to ensure that bad loans taken on by Nama will be worked
out over a period of at least ten years and that so-called
'firesales' of land banks at knockdown prices will be avoided, as
officials fear that this would crystallize taxpayer losses.

The Post.ie notes senior government sources insist that developers
will remain liable to repay all the money they borrowed, although
Nama will work with them to get projects moving again.

The Post.ie discloses government sources insist that plans to
establish Nama are advancing quickly.  Under the developing
framework, the government plans to outsource large aspects of
Nama, the Post.ie discloses.  The Post.ie states external advisers
will be recruited to advise on everything from valuing assets to
dealing with the European Commission.

Mark Hennessy at the Irish Times reports Fine Gael deputy leader
Richard Burton warned strongly against Nama buying toxic debt.
Mr. Burton, as cited by the Irish Times, said the government
should instead keep some options open, and set up a new bank
"within six weeks" backed by a EUR2 billion State investment, but
with access to EUR40 billion worth of European Central Bank funds,
to feed necessary lending to businesses.  The Irish Times
discloses according to Mr. Burton, Nama would not work because the
public would not trust that fair prices were paid for failed
property loans, while it would also take years longer to deal with
them after they had been bought.  The government will have to
raise EUR70 to EUR90 billion of debt to pay for Nama costs and
this will cost EUR3 billion a year in interest payments, the Irish
Times says citing Mr. Burton.


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


CAPITAL MORTGAGE: S&P Lowers Rating on Class C Notes to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services has removed from CreditWatch
with negative implications and lowered its credit rating on the
class C notes issued by Capital Mortgage S.r.l.  At the same time,
S&P affirmed its ratings on the class A1, A2, and B notes.

These rating actions follow a review of this transaction in light
of the recent performance of the underlying asset pool.

The downgrade of the class C notes has been mainly driven by the
sharp increase in defaults to 3.20% from 2.74% over Q1.  In this
transaction, mortgage loans are considered in default if they are
in arrears for 180 days or more.

When the cumulative default rates in Capital Mortgages reach a
certain percentage, interest payments on the class B and C notes
may be deferred as principal collections can no longer be used to
cover interest shortfalls.  These triggers are set at 7% and 15%
for the class C and B notes, respectively.  S&P's ratings analysis
takes into consideration the likelihood that interest on the
junior and mezzanine classes of notes are deferred as a result of
this structural feature.

On the last interest payment date the fifth consecutive draw on
the cash reserve occurred, for a further EUR3.7 million.  The
current level of the reserve is EUR21.4 million, 42% lower than
its target amount of EUR37.2 million.  The drawings were all made
to cover defaulted loans.  Capital Mortgages features a structural
mechanism that traps excess spread to cover 100% of the balance of
defaulted mortgages.

In the latest quarter the transaction has shown a reduction in
delinquencies as an effect of the current low interest rate
environment, in particular the 90+ day delinquency level is down
to 1.44% from 1.59%.

                           Ratings List

                 Capital Mortgages S.r.l. 2007-1
      EUR2,479.35 Million Mortgage-Backed Floating-Rate Notes

       Rating Lowered and Removed From CreditWatch Negative

                             Rating
                             ------
         Class       To                    From
         -----       --                    ----
         C           BB                    BBB-/Watch Neg

                        Ratings Affirmed

                       Class       Rating
                       -----       ------
                       A1          AAA
                       A2          AAA
                       B            AA


PARMALAT SPA: To Buy Fresh Milk Operations in Australia
-------------------------------------------------------
Jerrold Colten at Bloomberg News reports that Parmalat SpA said it
will buy some fresh milk operations from Australia's National
Foods Ltd.

Parmalat will pay about AU$70 million (US$54 million) for the
assets, the report says citing the company in a statement.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition,
Case No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

(Parmalat Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


SESTANTE FINANCE: S&P Corrects May 12 Rating Press Release
----------------------------------------------------------
S&P is republishing this media release, originally dated May 12,
2009, to correct an error.  In the list at the end, the current
rating on the class C2 notes series 4 was incorrectly stated as
BBB/Watch Neg instead of BB/Watch Neg.  A corrected version is:

Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on the class B, C1, and C2 notes series 3 and 4
and the class C1 notes series 2 issued by Sestante Finance S.r.l.
All the other classes of notes issued by Sestante Finance series
1, 2, 3, and 4 are unaffected.

The rating actions follow a review of the series 1 to 4 Sestante
transactions in light of the recent further deterioration in the
performance of the underlying asset pools and connected draws
under the respective cash reserves.

Severe delinquencies in these four Sestante transactions increased
substantially in the second half of 2008.  On average they are now
in the 5%-6% range (of the outstanding collateral), up from 2%-3%
in mid-2008.  The current higher levels of shorter term arrears
suggest that the pressure on severe arrears and hence default
levels could persist.  More recent transactions tend to show a
weaker performance, as measured by delinquency and default levels.

S&P's analysis of the current underlying asset pool for series 4
showed that arrears and defaults are mainly concentrated in the
higher loan-to-value ratio bands, especially in connection with
floating-rate mortgage products and self-employed borrowers.  It
has to be noted that performance data does not fully incorporate
the benefit of lower interest rates as most of the underlying
mortgage loans reset quarterly.

As a result of the swift increase in defaults and the structural
provisioning mechanism in place, cash reserves in three of these
four Sestante transactions were drawn at the most recent interest
payment date.  The cash reserves in series 2 and series 3 are now
at 42% and 33% of their target balance, respectively.  The
concentration of defaults has been particularly harsh in series 4,
where the cash reserve was fully depleted on just one payment
date.

S&P will now carry out a more detailed analysis of these series to
investigate whether the current ratings on the classes placed on
CreditWatch negative are consistent with the inherent risk profile
of the mortgage loan portfolio.  S&P's review will also involve an
assessment of the operating implications of the corporate
reorganization of Meliorbanca following its merger with Banca
Popolare dell'Emilia Romagna S.C. (A-/Negative/A-2), its sole
shareholder and backup servicer for all of the Sestante
transactions.  S&P will publish the results of S&P's further
analysis in due course.

These four Sestante transactions are all backed by pools of
residential mortgage loans secured over properties in Italy.
During the first 18 months of the deals, the portfolios were
revolving, subject to replenishment criteria.

                           Ratings List

              Ratings Placed On CreditWatch Negative

                     Sestante Finance S.r.l.
    EUR647.2 Million Asset-Backed Floating-Rate Notes Series 2

                                    Rating
                                    ------
          Class             To                     From
          -----             --                     ----
          C1                BBB/Watch Neg          BBB

                     Sestante Finance S.r.l.
    EUR890.9 Million Asset-Backed Floating-Rate Notes Series 3

                                    Rating
                                    ------
          Class             To                     From
          -----             --                     ----
          B                 AA-/Watch Neg          AA-
          C1                A-/Watch Neg           A-
          C2                BBB/Watch Neg          BBB

                     Sestante Finance S.r.l.
    EUR647.9 Million Asset-Backed Floating-Rate Notes Series 4

                                    Rating
                                    ------
          Class             To                     From
          -----             --                     ----
          B                 A+/Watch Neg           A+
          C1                BBB/Watch Neg          BBB
          C2                BB/Watch Neg           BB


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


ASTANA FINANCE: Halts Bond Payment
----------------------------------
JSC Astana Finance stopped paying interest and principal on US$175
million of 9 percent dollar bonds citing "deterioration" of its
finances, Nariman Gizitdinov and Denis Maternovsky at Bloomberg
News report.

The mortgage lender will seek to restructure its domestic and
international debts within 12 weeks, the lender said in a
regulatory filing obtained by the news agency.

Astana Finance's default follows London-traded Alliance Bank's on
April 13 and state-controlled BTA Bank's on April 23, according to
the report.

In a statement, Astana Finance said it decided to suspend payments
of interest and principal on their international obligations and
principal payments on certain of its domestic obligations, as of
May 15, 2009 in each case.  "Various resulting factors, including
the Tenge devaluation, a fall in real estate prices, a severe lack
of liquidity and a further deterioration of the financial position
of corporates and financial institutions in Kazakhstan, have led
to a partial impairment of the company's credit portfolio and have
resulted in losses related to FX and derivatives transactions,"
the company said in the statement.

To assist in developing a restructuring proposal, Astana Finance
has engaged J.P. Morgan Securities Ltd. as restructuring adviser,
Clifford Chance LLP as international legal counsel and First Legal
as Kazakh legal counsel.

Astana Finance said it has an ongoing dialogue with JSC National
Welfare Fund "Samruk-Kazyna" to assess the availability of any
financial support to the company and to coordinate further
measures to strengthen the company's financial situation.

JSC Astana Finance a.k.a Astana Finans AO (KAS:ASFI) ---
http://www.af.kz/---
is a Kazakhstan-based non-banking financial institution.  It
provides leasing services of such goods as agricultural machines
and equipment, trucks and road construction machines, utilities
and special machines, aircraft and aeronautic equipment, and
rolling-stock.  It also offers microcredits and loans, mortgages,
business credits, mutual funds, insurance, hedging, and others.
The Company has branch offices located in Astana, Almaty and
Atyrau, Kazakhstan.  As of January 01, 2009, it operated through
nine wholly owned subsidiaries, one 99.97%-owned company and one
affiliated company.  Astana Finans AO's activities comprise the
territories of Kazakhstan and the Russian Federation.


ASTANA FINANCE: Fitch Cuts LT Issuer Default Ratings to 'RD'
------------------------------------------------------------
Fitch Ratings has downgraded Kazakhstan-based JSC Astana Finance's
Long-term Issuer Default Ratings to 'RD' (Restricted Default) from
'CCC', thereby resolving the Watch Negative on the ratings.  The
agency has also downgraded JSC Astana Finance Leasing, a
subsidiary of AF, to 'C' from 'CCC'.

The downgrade follows AF's announcement that it has decided to
suspend payments of interest and principal on its international
obligations and to suspend principal payments on certain of its
domestic obligations until it agrees and implements a
restructuring of these obligations.  AF's IDRs will remain on 'RD'
until it has completed the expected restructuring of its
outstanding debt and, in Fitch's opinion, is able to comply with
new terms negotiated with its creditors, which may still follow
receipt of financial support from the Kazakh authorities.

Fitch understands that AFL has so far not defaulted on any of its
obligations, and hence its ratings have not been downgraded to
'RD'.  However, AFL's 'C' Long-term IDR reflects the now very high
probability that it will end up in default on guarantees it has
made in respect of certain AF borrowings (for example the public
bonds issued by Astana Finance BV) or be forced into some form of
wider coercive debt exchange or restructuring of its liabilities.

AF was created in 1997 by the Municipality of Astana to facilitate
development finance (loans, leasing and equity) for Astana, the
capital of Kazakhstan, and for the surrounding Akmola region.  It
has since diversified geographically and into certain aspects of
investment banking

Rating actions are:

JSC Astana Finance

  -- Long-term foreign currency IDR: downgraded to 'RD' from
     'CCC'; removed from RWN

  -- Long-term local currency IDR: downgraded to 'RD' from 'CCC';
     removed from RWN

  -- Short-term foreign currency IDR: downgraded to 'RD' from 'C'

  -- National Long-term rating: downgraded to 'RD' from 'B-
    (kaz))'; removed from RWN

  -- Individual rating: downgraded to 'F' from 'E'

  -- Support rating: affirmed at '5'

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

  -- Senior unsecured debt: downgraded to 'C' from 'CCC'; removed
     from RWN; Recovery Rating affirmed at 'RR4'

Astana Finance Leasing Company JSC

  -- Long-term foreign currency IDR: downgraded to 'C' from 'CCC';
     remains on RWN

  -- Long-term local currency IDR: downgraded to 'C' from 'CCC';
     remains on RWN

  -- Short-term foreign currency IDR: 'C'; placed on RWN

  -- National Long-term rating: downgraded to 'C(kaz))' from 'B-
     (kaz))'; remains on RWN

  -- Support rating: affirmed at 5


AZICOM LLP: Creditors Must File Claims by June 12
-------------------------------------------------
Creditors of LLP Azicom have until June 12, 2009, to submit proofs
of claim to:

         The Specialized Inter-Regional
         Economic Court of South Kazakhstan
         Tynybaev Str. 42
         Shymkent
         South Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of South Kazakhstan
region commenced bankruptcy proceedings against the company on
March 3, 2009.


ERMUHAN LLP: Creditors Must File Claims by June 12
--------------------------------------------------
Creditors of LLP Ermuhan have until June 12, 2009, to submit
proofs of claim to:

         Chapaev Str. 2
         Podstepnoye
         Terektinsky
         West Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of West Kazakhstan
commenced bankruptcy proceedings against the company on March 18,
2009 after finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of West Kazakhstan
         Seifullin Str. 37
         Uralsk
         West Kazakhstan
         Kazakhstan


HALYK SAVINGS: Should Restructure Debt Alone, Samruk-Kazyna Says
----------------------------------------------------------------
Nariman Gizitdinov and Denis Maternovsky at Bloomberg News report
that the head of the Kazakh government holding company said
Kazkommertsbank AO and Halyk Savings Bank, Kazakhstan's second-
and third-largest lenders by assets, will have to restructure
their debt themselves.

"The responsibility of servicing external debt lies with the
management of Kazkommertsbank and Halyk," Bloomberg News quoted
Kairat Kelimbetov, head of the National Wellbeing Fund Samruk-
Kazyna, as saying.  The state controls 21 percent each of
Kazkommertsbank and Halyk, the report says.

The report recalls Almaty-based BTA Bank, the country's biggest
bank, and Alliance Bank, the fourth-biggest, already are in talks
to restructure debt after defaulting on their borrowings.  Astana
Finance, a lender also partly owned by the state, said May 19 it
stopped paying interest and principal on its dollar bonds,
becoming the third Kazakh bank to default since April 13, the
report says.

"If the negotiations to restructure the debt of BTA and Alliance
Bank are successful, Kazkommertsbank and Halyk may follow," the
report quoted Nurlan Smagulov, a member of the government’s anti-
crisis council as saying.

The report relates President Nursultan Nazarbayev's government has
spent more than 734 billion tenge (US$4.9 billion) to support
banks and businesses since the economic slowdown began in 2007.

Kazakhstan-based Halyk Bank AO (Halyk National Savings Bank of
Kazakhstan JSC or Halyk Bank JSC)(KAS:HSBK) --
http://eng.halykbank.kz/-- offers banking services to private and
corporate clients.  Its services include cash-settlements, loans,
deposits, pensions, insurance, leasing, brokerage and asset
management, safe deposit boxes, American Express checks, debit and
credit cards, Internet banking and other services in national and
foreign currencies.  As of December 31, 2008, the Bank operated
through 15 branches (13 wholly owned) located on the territory of
Kazakhstan, Russia, Kyrgyzstan, Mongolia, Kyrgyzstan, Georgia and
the Netherlands.


KAZKOMMERTSBANK AO: Has No Plans to Restructure Debt
----------------------------------------------------
Nariman Gizitdinov and Denis Maternovsky at Bloomberg News report
that the head of the Kazakh government holding company said
Kazkommertsbank AO and Halyk Savings Bank, Kazakhstan's second-
and third-largest lenders by assets, will have to restructure
their debt themselves.

"The responsibility of servicing external debt lies with the
management of Kazkommertsbank and Halyk," Bloomberg News quoted
Kairat Kelimbetov, head of the National Wellbeing Fund Samruk-
Kazyna, as saying.  The state controls 21 percent each of
Kazkommertsbank and Halyk, the report says.

The report recalls Almaty-based BTA Bank, the country's biggest
bank, and Alliance Bank, the fourth-biggest, already are in talks
to restructure debt after defaulting on their borrowings.  Astana
Finance, a lender also partly owned by the state, said May 19 it
stopped paying interest and principal on its dollar bonds,
becoming the third Kazakh bank to default since April 13, the
report says.

"If the negotiations to restructure the debt of BTA and Alliance
Bank are successful, Kazkommertsbank and Halyk may follow," the
report quoted Nurlan Smagulov, a member of the government's anti-
crisis council as saying.

The report relates President Nursultan Nazarbayev's government has
spent more than 734 billion tenge (US$4.9 billion) to support
banks and businesses since the economic slowdown began in 2007.

                   No Plans to Restructure Debt

Olzhas Auyezov at Reuters reports that Kazkommertsbank sought to
calm investor fears following announcements by three other Kazakh
lenders who said they would restructure their debt.

"We are not planning any debt restructuring," Reuters quoted
Executive Director Sergei Mokrousov as saying during a conference
call.

Reuters says Kazkommertsbank expects 2009 net profit similar to
last year's.  The bank's net profit fell to 20 billion tenge
(US$166 million at the average 2008 rate) from 57.8 billion tenge
in 2007, the report notes.

The report recalls the government bought a 21.2 percent stake in
Kazkommertsbank earlier this month as part of US$296 million share
placement.

                        Private Placement

A report posted at tradingmarkets.com says Kazkommertsbank has
raised KZT44,470 million (US$300.37 million) through a private
placement of 204.33 million common shares at US$1.45 per common
share and US$2.9 per GDR.

According to the report, SamrukKazyna Welfare Fund, formed by The
Government of Kazakhstan to manage all the state investments, has
acquired 165.52 million common shares (21.2%) for KZT36,000
million (US$243.16 million).  European Bank for Reconstruction and
Development (EBRD) has acquired 27.49 million common shares
(1.34%), The Bank of New York Mellon has acquired 9.7 million
shares (0.47%), and 1.62 million common shares are acquired by
minority shareholders in accordance with their pre-emptive rights,
the report says.

The report relates Kazkommertsbank intends to use the proceeds to
compensate for the shortage of credit available in the Kazakh
economy, as well as to ensure the stable operation of the company
during the global financial crisis.

                         About Kazkommertsbank

Kazakhstan-based Kazkommertsbank AO a.k.a Kazkommertsbank JSC
(KAS:KKGB) --  http://www.kkb.kz/-- is a commercial bank engaged
in the provision of financial and banking services for corporate
and individual clients.  The Bank offers such services as the
opening and maintaining of bank accounts, operations with
securities, debit and credit cards and safety deposit boxes,
currency exchange, lending, leasing and investment services,
Internet banking, financial intermediation, insurance services,
derivative instruments, guarantees and other financial services.
As of December 31, 2008, the Bank had 23 branches located in
Kazakhstan, one representative office located in London, the
United Kingdom, as well as 13 subsidiaries and one affiliated
company located in Kazakhstan, Russia, Tadzhikistan, and the
Netherlands.


REGION TECH: Creditors Must File Claims by June 12
--------------------------------------------------
Creditors of LLP Region Tech Resursy have until June 12, 2009, to
submit proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Baizakov Str. 273b
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on March 24, 2009.


ROM TORG: Creditors Must File Claims by June 12
-----------------------------------------------
Creditors of LLP Rom Torg have until June 12, 2009, to submit
proofs of claim to:

         Chapaev Str. 2
         Podstepnoye
         Terektinsky district
         West Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of West Kazakhstan
commenced bankruptcy proceedings against the company on March 17,
2009 after finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of West Kazakhstan
         Seifullin Str. 37
         Uralsk
         West Kazakhstan
         Kazakhstan


TABYS SN: Creditors Must File Claims by June 12
-----------------------------------------------
Creditors of LLP Tabys SN have until June 12, 2009, to submit
proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of South Kazakhstan
         Tynybaev Str. 42
         Shymkent
         South Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of South Kazakhstan
commenced bankruptcy proceedings against the company on March 3,
2009.


* KAZAKHSTAN: May Need IMF's Help to Avert "Bond Crisis," ING Says
------------------------------------------------------------------
Bloomberg News reports that according to ING Groep NV, Kazakhstan
may need International Monetary Fund financing to avert a "bond
crisis" following defaults by three lenders.

The report says Astana Finance, part-owned by the government, said
May 19 it stopped paying interest and principal on US$175 million
of bonds following Alliance Bank, the nation's fourth-biggest by
assets, and state-controlled BTA Bank which defaulted in April.

According to the report, companies are struggling after gross
domestic product in Kazakhstan, holder of 3.2 percent of the
world's oil reserves, shrank 2.2 percent in the first quarter on
weakening demand for commodities after growth of more than 10
percent from 2000 through 2006.

When asked if the IMF is considering a financial-rescue package,
Bloomberg News says Simonetta Nardin, a spokeswoman, referred to a
report issued by the fund last week that calls for "a full
diagnostic assessment" of Kazakhstan's large banks.

The report recalls Kazakhstan central bank Governor Grigori
Marchenko said May 16 in London that the country won't turn to the
Washington-based IMF, which has mounted rescues from Pakistan to
Iceland in the past six months.


===================
K Y R G Y Z S T A N
===================


KEN-STROY LLC: Creditors Must File Claims by June 5
---------------------------------------------------
LLC Ken-Stroy has shut down.  Creditors have until June 5, 2009,
to submit proofs of claim to:

         Aitmatov Str. 45
         Bishkek
         Kyrgyzstan


===========
L A T V I A
===========


* LATVIA: Insolvency Cases Up 40% in First Four Months of 2009
--------------------------------------------------------------
The Baltic Course's Nina Kolyak reports that BNS Insolvency
Administration state agency acting director Helmuts Jauja said
the number of insolvency cases in Latvia has increased by 40% in
the first four months of the year.

The report discloses according to the insolvency register, in the
first four months of this year 877 insolvency cases were filed,
including 32 individual insolvency cases.

"Speaking about forecasts, I think that the number of insolvencies
filed will depend on the Latvian and global economic developments,
including Latvia's success in implementation of the economic
stimulation plans," the report quoted Mr. Jauja as saying.


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


CARLSON WAGONLIT: Moody's Downgrades Corp. Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
corporate family rating and Probability of Default Rating of
Carlson Wagonlit BV.  At the same time, Moody's has downgraded
CWT's EUR285 million notes to Caa2 from Caa1 and US$850 million
senior facilities to B2 from B1.  The rating outlook is negative.
This rating action concludes the rating review initiated on
February 26, 2009.

The downgrade reflects Moody's concerns that the company carries a
very significant debt position, which lead to higher leverage and
weaker debt protection metrics than appropriate for a B2 CFR at
this point in the business cycle, given the expected pressure on
cash flow generation over the short-term," explained Marika
Makela, an Assistant Vice President-Analyst in Moody's Corporate
Finance Group.

Moody's nevertheless recognizes the viability of CWT's business
profile, with its position as one of the world's leading travel
management companies and its diversified customer base, which
should help its performance to recover when the global travel
market picks up.  Furthermore, Moody's acknowledge that management
has taken prudent short- and long-term cost reduction measures to
preserve the company's overall credit profile; these positive
actions have been incorporated in the rating decision to
reposition the Corporate Family Rating at B3.  Moody's also notes
that, to provide temporary relief and more headroom under
financial covenants, CWT has made a proposal to its senior lenders
to amend certain provisions of the Senior Facilities Agreement.
The rating action is premised on Moody's assumption that lenders
will remain supportive and that covenants will be reset to provide
sufficient headroom over the intermediate term.

The negative outlook reflects Moody's view of the execution risks
involved with delivering the cost savings from these restructuring
measures and the risk of further declines in business travel which
is expected to remain under pressure at least throughout 2009, and
therefore likely to impact the company's revenue growth.
Furthermore, although Moody's recognizes CWT's historical free
cash flow generation capacity, Moody's anticipate cash flows to be
constrained in the current financial year due to the soft
operating environment and heavy restructuring costs.

The last rating action was implemented on February 26, 2009, when
Moody's downgraded CWT's CFR to B2 from B1 and reviewed the
ratings for a possible downgrade.

Headquartered in the Netherlands, CWT is a global leader in travel
management, serving corporations of all sizes and government
institutions.  It reported revenues of approximately US$1.9
billion in 2008.


SMILE SECURITISATION: Moody's Junks Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service has taken action on the long-term credit
ratings of these notes issued by SMILE SECURITISATION COMPANY 2007
B.V.:

  -- EUR4,563,564,000 Senior Class A Asset-Backed Notes due
     2053, confirmed to Aaa; previously, on 23 March 2009 Placed
     Under Review for Possible Downgrade;

  -- EUR98,141,000 Mezzanine Class B Asset-Backed Notes due
     2053, confirmed to Aa2; previously, on 23 March 2009 Placed
     Under Review for Possible Downgrade;

  -- EUR73,606,000 Mezzanine Class C Asset-Backed Notes due
     2053, downgraded to Baa1 from A1; previously, on 23 March
     2009 Placed Under Review for Possible Downgrade;

  -- EUR73,606,000 Junior Class D Asset-Backed Notes due 2053,
     downgraded to Ba3 from Baa2; previously, on 23 March 2009
     Placed Under Review for Possible Downgrade;

  -- EUR83,420,000 Subordinated Class E Asset-Backed Notes due
     2053, downgraded to Caa1 from Ba3; previously, on 23 March
     2009 Placed Under Review for Possible Downgrade;

Moody's initially assigned definitive ratings in February 2007.

The rating action concludes the rating review resulting from
Moody's revision of its methodology for SME granular portfolio in
EMEA.  This revised methodology was announced on March 17, 2009,
and the affected transactions were placed on review on March 23,
2009.

As a result of its revised methodology, Moody's has reviewed its
assumption for SMILE 2007's collateral portfolio taking into
account anticipation of performance deterioration of the pool in
the current down cycle.  Moody's have changed the default
probability of the pool of SME debtors to be equivalent to a Ba1
rating.  At the same time, Moody's estimated the remaining
weighted average life of the portfolio to equal 7.0 years.  As a
consequence, these revised assumptions have translated into a
cumulative mean default assumption for this transaction of 7.0% of
the current portfolio balance, with a coefficient of variation of
40%.  Moody's original mean default assumption was 2.0% equivalent
to a Baa1/Baa2 rating, with a coefficient of variation of 70%.
The average recovery rate assumption remains unchanged and remains
at 62% on average.

For this rating review, Moody's have further revised the
probability distribution function from a lognormal assumption at
closing to an inverse normal distribution.  The recoveries were
also modeled assuming a stochastic distribution as opposed to a
fixed recovery rate assumed as of closing.

In summary, Moody's concluded that the negative effects of the
revised default assumption and the use of revised distributions
for both defaults and recoveries were not fully offset by the
increased credit support available for each outstanding note and
the limited reduction in the remaining life of the portfolio and
notes.

SMILE 2007 is a true sale transaction under which the Issuer
purchases a pool of loans granted by ABN (Aa2/P-1) to Dutch SMEs.
At closing, the portfolio consisted of loans granted to 10,122
debtors.  The main sector concentration is in the "farming" sector
and it was approximately 13% as of closing.  As of March 2009, the
number of debtors in the portfolio was equal to 7,358.  The
concentration in the "farming" sector was approximately 13% as of
March 2009.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes.  Moody's ratings address
only the credit risks associated with the transaction.  Other non-
credit risks have not been addressed, but may have a significant
effect on yield to investors.

Moody's is closely monitoring the transaction.


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


BAYMAKSKIY MACHINE-BUILDING: Court Appoints Insolvency Manager
--------------------------------------------------------------
The Arbitration Court of Bashkortostan appointed A.Sayfitdinov as
insolvency manager for OJSC Baymakskiy Machine-Building Plant (TIN
0254006126, PSRN 1020201543218). The case is docketed under Case
No. ?07- 13521/2002.  He can be reached at:

         U.Akhmetov
         Post User Box 56
         450009 Ufa
         Bashkortostan
         Russia

The Debtor can be reached at:

         OJSC Baymakskiy Machine-Building Plant
         Lenina Str. 62
         Baymak
         453631 Bashkortostan
         Russia


DELANCE LTD: Moody's Junks Corporate Family Rating From 'B2'
------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of Delance Ltd. to Caa1 from B2.  The outlook has been
changed to stable from negative.

The downgrade to Caa1 reflects primarily the ongoing significant
uncertainty around the development of the Russian car market
combined with the approaching maturity of ROLF's US$250 million
bond due in June 2010.  Moreover, the rating considers ROLF's
reliance on the continued support from its banking group with
regard to the various credit facilities that need to be extended
over the course of 2009 and in case of a potential covenant
breach.

The stable outlook is based on the expectation that ROLF's banks
will continue to support the company in this challenging
environment which should allow ROLF to wind down existing
inventory levels and thus release substantial funds currently tied
up in working capital.  Moreover, Moody's notes positively that
ROLF and Mitsubishi Motors Corporation agreed in April to extend
the partnership in the Russian market for a further five years -
re-affirming ROLF's position as the exclusive distributor of all
new Mitsubishi Motor vehicles in Russia via its subsidiary Rolf
Import.  In Moody's view this agreement has been an important
milestone in managing through the current economic crisis and
underpins ROLF's leading position in the market for foreign
branded cars in Russia.

Nonetheless, Moody's believes that the refinancing or repayment of
the US$250 million bond coming due in 2010 could become a major
challenge if debt capital markets remain constrained and the
Russian car market does not recover from current levels.  This
challenge was also a main consideration for the downgrade to Caa1.

Downgrades:

Issuer: Colgrade Limited

  -- Senior Unsecured Regular Bond/Debenture, downgraded to Caa1
     from B2

Issuer: Delance Limited ROLF

  -- Corporate Family Rating, downgraded to a range of Caa1 to
     Ba2.ru from a range of B2 to Baa1.ru

Outlook Actions:

Issuer: Colgrade Limited

  -- Outlook, changed to stable from negative

Issuer: Delance Limited ROLF

  -- Outlook, changed to stable from negative

ROLF's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within the industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of ROLF's core industry and ROLF's ratings are believed to
be comparable to those of other issuers of similar credit risk.

Moody's last rating action on Delance Limited was on February 12,
2009, when the Corporate Family Rating was downgraded to B2
(negative) from B1 (under review for possible downgrade).

Delance Limited is the holding company of the ROLF Group, an
automotive group with its principal operations in Russia.  ROLF is
the leading importer and retailer of foreign-made cars in Russia
with approximately 80,000 cars sold in H1/2008 and LTM revenues of
US$4.6 billion per H1/2008.  While Car Retail (various
international brands) and Distribution (Mitsubishi) account for
the majority of revenues and profits, a notable portion of
earnings comes from the company's Logistics and Spare Parts
business (some 10% of revenues).  In addition, ROLF Group operates
a Financial Services (brokerage) business.  The company's retail
operations are regionally concentrated on Moscow and St
Petersburg.


KOTLAS-LES-STROY LLC: Creditors Must File Claims by July 7
----------------------------------------------------------
The Arbitration Court of Arkhangelskaya commenced bankruptcy
proceedings against LLC Kotlas-Les-Stroy (TIN 2915003040, PSRN
1022901364595) (Construction) after finding the company insolvent.
The case is docketed under Case No. ?05–9777/2008.

Creditors have until July 7, 2009, to submit proofs of claims to:

         S. Tifanov
         Insolvency Manager
         Building 1
         Volodarskogo Str. 36
         163000 Arkhangelsk
         Russia

The Debtor can be reached at:

         LLC Kotlas-Les-Stroy
         K. Marksa Str. 3
         Kotlas
         165340 Arkhangelskaya
         Russia


LES-PROM LLC: Creditors Must File Claims by June 7
--------------------------------------------------
Creditors of LLC Les-Prom (TIN 4004401120, PSRN 1054000521915, RVC
401701001) (Forestry) have until June 7, 2009, to submit proofs of
claims to:

         V. Morozov
         Temporary Insolvency Manager
         Post User Box 1303
         248023 Kaluga-23
         Russia
         Tel: 8 (4842)79 63 52

The Arbitration Court of Kaluzhskaya will convene at 3:00 p.m. on
Sept. 29, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?23–738/09?-7–48.

The Debtor can be reached at:

         LLC Les-Prom
         Tyavkina Str. 50
         Sukhinichi
         249271 Kaluzhskaya
         Russia


STROY-DINAMIKA LLC: Creditors Must File Claims by June 7
--------------------------------------------------------
Creditors of LLC Stroy-Dinamika (TIN 7719552980, RVC 770301001,
PSRN 1057746855550) (Construction) have until June 7, 2009, to
submit proofs of claims to:

         K. Lazarev
         Temporary Insolvency Manager
         2P-2 Str. 32
         Yugo-Zapadny Promyshlenny Uzel 25
         Nizhnevartovsk
         628614 Tumenskaya
         Russia

The Arbitration Court of Moscow will convene at 10:00 a.m. on
Nov. 19, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?40–5495/09–18-12B.

The Debtor can be reached at:

        LLC Stroy-Dinamika
        Nikolaeva Str. 4
        123100 Moscow
        Russia


TAMANSKIY WINERY: Moskovskaya Bankruptcy Hearing Set August 12
--------------------------------------------------------------
The Arbitration Court of Moskovskaya will convene at 2:15 p.m. on
Aug. 12, 2009, to hear bankruptcy supervision procedure on LLC
Tamanskiy Winery.  The case is docketed under Case No. ?41–
8059/09.

The Temporary Insolvency Manager is:

         S. Blinnik
         Tsentralnaya Str. 110
         Elektrougli
         142455 Moskovskaya
         Russia

The Debtor can be reached at:

         LLC Tamanskiy Winery
         Prospect Mechnikova 1
         Elektrogorsk
         Pavlo-Posadochny
         142530 Moskovskaya
         Russia


===============
S L O V E N I A
===============


NOVA KREDITNA: Fitch Cuts Rating on Hybrid Capital Notes to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed Nova Kreditna Banka Maribor's Long-term
Issuer Default Rating at 'A-', Short-term IDR at 'F2' and Support
Rating at '1'.  The Outlook on the Long-term IDR is Stable.  The
agency has also affirmed NKBM's Support Rating Floor at 'A-'.  At
the same time, Fitch has downgraded NKBM's Individual Rating to
'C/D' from 'C', and downgraded hybrid capital instruments of
EUR100 million and hybrid capital notes of EUR50 million to 'BB+'
from 'BBB+' respectively.

The bank's IDRs and Support Rating reflect the extremely high
likelihood of support from the Slovenian government in case of
need.  Fitch believes this is based on NKBM's domestic importance
as reflected by its considerable market shares and its 51%
indirect ownership by the Slovenian state.

The downgrade of the Individual Rating reflects a more challenging
domestic operating environment caused by a weaker economic
climate, which is putting pressure on loan impairment charges and
earnings.  Fitch notes some concentration risk in NKBM's loan book
and volatile revenues from the securities portfolio.  Capital is
likely to come under pressure although the tier 1 ratio had
strengthened to 8.1% at end-2008 from 5.5% a year earlier.
Capitalization remains sensitive to potential credit losses in the
event of a serious deterioration of asset quality and a negative
revaluation of the bank's Available-For-Sale investments.  The
Individual Rating also factors in the bank's good retail deposit-
taking franchise, a still sound credit profile and the access to
domestic short-term sources of funding.  NKBM has a sizable
portfolio of securities for liquidity purposes.

The downgrade of the hybrid capital instruments reflects the
weaker stand alone position as indicated by the Individual Rating
of 'C/D'.  In accordance with the methodology, the agency widened
its notching for hybrid capital instrument issues as applicable
for banks where the IDR is driven by support .

NKBM is the second largest bank in Slovenia.  In 2008, its market
share contracted slightly to 9.6% of total bank sector assets.  In
December 2007, in a part privatization, the Slovenian state listed
49% of the bank's shares on the Ljubljana Stock Exchange and
retained a 51% stake which is indirectly held.  The Slovenian
government has expressed its intention to retain a stake of 25%
plus one share in NKBM in the long-term.


=====================
S W I T Z E R L A N D
=====================


ARGE GRAZIOLI/KRISCHANITZ: Claims Filing Period Ends May 29
-----------------------------------------------------------
Creditors of ARGE Grazioli/Krischanitz GmbH are requested to file
their proofs of claim by May 29, 2009, to:

         Mythen Treuhand und Verwaltung AG Zurich
         Splugenstrasse 9
         8002 Zurich
         Switzerland

The company is currently undergoing liquidation in Zurich.  The
decision about liquidation was accepted at a shareholders' meeting
held on March 12, 2009.


GARAGE DEBRUNNER: Creditors Must File Claims by May 27
------------------------------------------------------
Creditors of Garage Debrunner AG are requested to file their
proofs of claim by May 27, 2009, to:

         P. Meier AG
         Kalkbreitestrasse 69
         8036 Zurich
         Switzerland

The company is currently undergoing liquidation in Zürich.  The
decision about liquidation was accepted at a general meeting held
on March 19, 2009.


INTEC ENGINEERING: Claims Filing Period Ends May 29
---------------------------------------------------
Creditors of Intec Engineering are requested to file their proofs
of claim by May 29, 2009, to:

         Dr. Hans Rudolf Steiner
         Seefeldstrasse 123
         Mail Box 1060
         8034 Zurich
         Switzerland

The company is currently undergoing liquidation in Zug.  The
decision about liquidation was accepted at a general meeting held
on March 25, 2009.


IX-LINK GMBH: Claims Filing Deadline is May 27
----------------------------------------------
Creditors of ix-link GmbH are requested to file their proofs of
claim by May 27, 2009, to:

         ix-link GmbH
         Zeughausgasse 9a
         6301 Zug
         Switzerland

The company is currently undergoing liquidation in Zug.  The
decision about liquidation was accepted at shareholders' meeting
held on March 10, 2009.


SEA-ISLAND CONTRACTORS: Claims Filing Deadline is May 27
--------------------------------------------------------
Creditors of Sea-Island Contractors Ltd are requested to file
their proofs of claim by May 27, 2009, to:

         Dr. Ernst A. Brandenberg
         Poststrasse 9
         6300 Zug
         Switzerland

The company is currently undergoing liquidation in Zug.  The
decision about liquidation was accepted at a general meeting held
on Sept. 29, 2000.


SUMMEK HOLDING: Creditors Must File Claims by May 27
-----------------------------------------------------
Creditors of Summek Holding AG are requested to file their proofs
of claim by May 27, 2009, to:

         Dr. Markus Uhl
         Liquidator
         Dufourstrasse 43
         8034 Zurich
         Switzerland

The company is currently undergoing liquidation in Wollerau.  The
decision about liquidation was accepted at an extraordinary
general meeting held on Nov. 27, 2008.


U. & H. ZIOERJEN AG: Claims Filing Deadline is May 27
-----------------------------------------------------
Creditors of U. & H. Zioerjen AG are requested to file their
proofs of claim by May 27, 2009, to:

         P. Meier AG
         Kalkbreitestrasse 69
         8036 Zurich
         Switzerland

The company is currently undergoing liquidation in Meilen.  The
decision about liquidation was accepted at a general meeting held
on March 25, 2009.


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


PETKIM PETROKIMYA: Fitch Affirms Issuer Default Rating at 'BB-'
---------------------------------------------------------------
Fitch Ratings has revised Turkey-based petrochemicals producer
Petkim Petrokimya Holdings A.S.'s Outlook to Negative from Stable.
The ratings have been affirmed at Long-term foreign and local
currency Issuer Default 'BB-' and National Long-term 'AA-(tur)'.

The Outlook revision partially reflects Fitch's expectations that
Petkim's 2010-2012 gross profit margins may not achieve their
2005-2007 levels despite a number of proactive cash-saving
restructuring measures, including significant headcount
reductions, and strong Q109 performance.  Depressed margins are
mainly caused by Petkim's small size, shrinking economic activity
in Turkey, feedstock price volatility, its commodity chemicals
product portfolio, limited geographical diversification and
competition from lower-cost producers from the Middle East and
Asia.  The Negative Outlook also reflects Fitch's concern that
Petkim may increase leverage to fund its expansion program in an
effort to increase its local market share to 40% in 2018 from 25%
in 2008.  There are also uncertainties regarding the financial
policy of new shareholders who may try to extract dividends to
finance their acquisition of Petkim or their own refinery
projects.

Petkim's ratings could be downgraded if Fitch considers that the
company's expansion plans or a change in financial policies
require significant material external financing, turning Petkim
into a net debt company.  Historically, Petkim has operated with
net cash although negative free cash flow in four out of the last
five years has gradually eroded this position, with the company
reporting marginal net debt of TRY1 million at FYE08.  Failure to
return operational performance to the 2005-2007 levels may also
lead to a negative rating action.

Petkim's 'BB-' rating is primarily supported by the company's net
cash position.  Other strengths include its competitive advantage
as the only major local producer of petrochemical products in an
increasingly industrialized market, privatization and
restructuring measures undertaken by management since the summer
of 2008.

Fitch forecasts Petkim's revenues will decline by around 30% in
2009 with single-digit recovery in 2010 while EBITDA margins are
expected to remain below the 2005-2007 average of 9%.  Under this
scenario, the agency forecasts Petkim's free cash flow margin will
turn positive for the first time since 2005, driven by lower
working capital requirements mainly as a result of lower feedstock
prices.  However, volatile oil and naphtha prices remain a
challenge.  Fitch expects Petkim to become a leaner company as a
result of privatization in July 2008 with EBITDA margins gradually
improving to around 10% by 2012.  The forecasts assumes capex,
including maintenance spend, of no more than TRY100 million during
2009-2012, no dividend payments and gross bank debt of less than
TRY50 million.

In FY08 Petkim reported revenue growth of 7%, but sustained a
TRY24 million operating loss and a TRY151m net loss.  High raw
material prices during 9M08 and falling end-product prices in Q408
continued to erode operating profitability.  A depreciation charge
of TRY107 million also contributed to net losses.  At FYE08,
Petkim's net debt position was only TRY1 million, which helped
underpin the company's rating.

In Q109, Petkim posted revenues of TRY375 million, 34% and 12%
lower than Q108 and Q408 respectively.  Nevertheless, lower Q109
feedstock prices enabled the company to report a gross profit
margin of 9.9% and net profit of TRY12 million (Q108: TRY15
million and Q408: TRY98 million).  Petkim's facilities are
currently operating at 90-95% of capacity and the order book is
reported to be exceptionally strong which Fitch attributes to
restocking by intermediaries and end-customers.  As a result,
Petkim returned to a net cash position of TRY40 million at end-
Q109

Petkim was founded in 1965 as a state-owned entity in Turkey.  The
State Oil Company of Azerbaijan Republic & Turcas (of Turkey)
consortium controls 53% of Petkim's shares, while the Turkish
Privatization Authority holds a further 10%.  Thirty-seven percent
of Petkim shares are traded on the Istanbul Stock Exchange.


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


AUGUST LTD: Creditors Must File Claims by June 5
------------------------------------------------
Creditors of LLC August Ltd (code EDRPOU 25195944) have until
June 5, 2009, to submit proofs of claim to:

         State Tax Inspection in Goloseyevsky District
         Insolvency Manager
         Zhylianskaya Str. 23
         01033 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on April 2, 2008.  The case is docketed under
Case No. 43/210.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy Str. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC August Ltd
         Nauka Avenue 47
         03028 Kiev
         Ukraine


DRUZHBA-45 LLC: Creditors Must File Claims by June 5
----------------------------------------------------
Creditors of LLC Druzhba-45 have until June 5, 2009, to submit
proofs of claim to:

         State Tax Inspection in Goloseyevsky District
         Insolvency Manager
         Zhylianskaya Str. 23
         01033 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on April 16, 2008.  The case is docketed under
Case No. 43/261.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy Str. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Druzhba-45
         Lomonosov Str. 73
         03022 Kiev
         Ukraine


ONYX LLC: Creditors Must File Claims by June 5
----------------------------------------------
Creditors of LLC Company Onyx (code EDRPOU 31985981) have until
June 5, 2009, to submit proofs of claim to:

         State Tax Inspection in Goloseyevsky District
         Insolvency Manager
         Zhylianskaya Str. 23
         01033 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on April 2, 2008.  The case is docketed under
Case No. 43/209.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy Str. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Company Onyx
         Office 1
         40 Years of October Avenue 120
         03127 Kiev
         Ukraine


YARMIS LLC: Creditors Must File Claims by June 5
------------------------------------------------
Creditors of LLC Yarmis have until June 5, 2009, to submit proofs
of claim to:

         State Tax Inspection in Goloseyevsky District
         Insolvency Manager
         Zhylianskaya Str. 23
         01033 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on May 29, 2008.  The case is docketed under
Case No. 28/127-b.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy Str. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Yarmis
         Burmistrenko Str. 11
         03040 Kiev
         Ukraine


* Moody's Puts Deposit Ratings of Three Ukrainian Banks on Review
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of three
Ukrainian banks on review for possible downgrade.  The banks
affected are Privatbank, Savings Bank of Ukraine and Ukreximbank.

The review of the senior debt and deposit ratings will look at the
extent to which Ukraine's ability to provide support to its
banking system, should such support be needed, has changed in the
midst of the ongoing global economic and credit crisis.

The rating agency believes that most governments are at least as
likely, if not more likely, to support their banking systems as
they are to service their own debts -- a view that has
traditionally led to bank ratings often benefiting from
significant uplift due to systemic support.  However, as the
financial crisis wears on, the capacity of a country and its
central bank to support the nation's banks converges with, and is
constrained by, the government's own debt capacity.  As such,
Moody's will be reassessing the level of systemic support for the
banks listed above to determine whether the systemic support they
receive needs to be more closely aligned to the government's local
currency bond rating.

These ratings are affected:

* Privatbank -- global local currency deposit rating of Ba1 to
  Review for Downgrade from Stable Outlook

* Savings Bank of Ukraine -- global local currency deposit rating
  of Ba1, local currency debt rating of Ba1, national scale rating
  of Aa1.ua to Review for Downgrade from Stable Outlook

* Ukreximbank -- global local currency deposit rating of Ba1 to
  Review for Downgrade from Stable Outlook

Moody's will review the specific circumstances of Ukraine to
determine the appropriate systemic support for Ukrainian bank
ratings and the implications for the three banks that have been
identified as being potentially affected.  Factors that the rating
agency will consider in its assessment of systemic support include
the size of the banking system in relation to government
resources, the level of stress in the banking system, the foreign
currency obligations of the banking systems relative to the
government's own foreign exchange resources, and changes to
government political patterns and priorities.

Amid the recent crisis, the Ukrainian government has established a
recapitalization program for the country's banking sector,
pledging to inject UAH44 billion (US$5.7 billion) into the
Ukrainian banks' capital over the course of 2009.  At the same
time, the credit stress in the banking system has increased
significantly, characterized by a deposit outflow from the banking
system and a rapid increase in non-performing loans, which the
rating agency expects to reach over 20% by the end of 2009 and to
erode the capital base of Ukrainian banks.  Moody's has already
taken a number of rating actions to address the impact of the
crisis on Ukrainian bank ratings, lowering the bank financial
strength ratings and debt and deposit ratings of the majority of
the country's banks.

Moody's notes that the review is likely to lead to the debt and
deposit ratings of the affected banks being placed close to or at
a level implied by their BCAs of Ba3 (Privatbank), B2 (Savings
Bank of Ukraine) and Ba3 (Ukreximbank), respectively.  It expects
to conclude the review over the next few weeks.

All other bank ratings in Ukraine are not impacted by the
reassessment of the systemic support level.

        Previous Rating Action and Principal Methodologies

Moody's previous rating action on Privatbank was on May 12, 2009,
when Moody's downgraded the bank's foreign currency deposit rating
to B3 from B2 and the long-term foreign currency debt rating to B1
from Ba3 with a negative outlook.

Moody's previous rating action on Savings Bank of Ukraine was on
May 12, 2009, when Moody's downgraded the bank's foreign currency
deposit rating to B3 from B2 with a negative outlook.

Moody's previous rating action on Ukreximbank was on May 12, 2009,
when Moody's downgraded the bank's foreign currency deposit rating
to B3 from B2 and the long-term foreign currency debt rating to B1
from Ba3 with a negative outlook.


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


CRYSTAL BERRY: Appoints Joint Administrators from Grant Thornton
----------------------------------------------------------------
David Robert Thurgood and Martin Gilbert Ellis of Grant Thornton
UK LLP were appointed joint administrators of Crystal Berry Ltd.
on May 1, 2009.

The company can be reached at:

         Third Floor
         Sovereign House
         1 Albert Place
         Finchley Central
         London
         N3 1QB
         England


DEEP RED: Taps Joint Administrators from Grant Thornton
-------------------------------------------------------
David Robert Thurgood and Martin Gilbert Ellis of Grant Thornton
UK LLP were appointed joint administrators of Deep Red (UK) Ltd.
on May 1, 2009.

The company can be reached at:

         Third Floor
         Sovereign House
         1 Albert Place
         Finchley Central
         London
         N3 1QB
         England


EDWARDS GROUP: S&P Lowers Corporate Credit Ratings to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit ratings to 'B' from 'B+' on U.K.-based Edwards
Group Ltd., a leading worldwide supplier of vacuum technology.
The outlook is stable.

At the same time, Standard & Poor's lowered its debt ratings on
the loans and revolving credit facility of related entity Edwards
(Cayman Islands II) Ltd.  S&P lowered the rating on the
US$100 million supersenior RCF to 'BB-' from 'BB'; the recovery
rating remains unchanged at '1', indicating S&P's expectation of
very high (90%-100%) recovery in the event of a payment default.
S&P lowered the debt rating on the US$430 million first-lien term
loan to 'B' from 'BB-', which is now in line with the corporate
credit rating; the recovery rating was revised to '3' from '2',
which now indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.  S&P also lowered the
debt rating on the US$185 million second-lien payment-in-kind
toggle loan to 'CCC+' from 'B-'; the recovery rating remains
unchanged at '6', indicating S&P's expectation of negligible (0%-
10%) recovery in the event of a payment default.

In addition, Standard & Poor's removed the corporate credit and
debt ratings from CreditWatch, where they were placed with
negative implications on Feb. 24, 2009.

"The downgrades reflect our expectation that the global economic
downturn will continue to negatively affect Edwards' revenues,
operating margins, and credit measures over 2009.  S&P expects
these pressures, combined with meaningful restructuring to align
costs with falling demand, to result in negative free operating
cash flow during 2009," said Standard & Poor's credit analyst
Helen O'Toole.

The downturn in the semiconductor equipment and general vacuum
markets has affected all of Edwards' segments, which led to an
overall 46% decline in revenues in the first quarter of 2009
compared with the first quarter of 2008.  In first-quarter 2009,
total revenues declined by 46% to US$127.4 million while group-
reported IFRS EBITDA for continuing operations declined to
negative US$800,000.  Adjusting for foreign exchange costs
relating to overhedging of US$6.6 million, EBITDA for the quarter
was US$5.8 million, resulting in an EBITDA margin of 4.5% for the
quarter.  On a last-12-month basis, reported margins were 12.3%.

Edwards reported negative FOCF of US$66.4 million in the first
quarter of 2009 mainly due to the sharp decline in EBITDA,
restructuring costs of US$9 million, high bonus payments for
fiscal 2008 of US$19 million, and an adverse working capital
change of US$38.5 million.  FOCF for the 12 months ended March 31,
2009, totaled negative US$18.8 million.  Working capital
management will be important in preserving liquidity, and
inventory management and customer collections are key challenges
that Edwards faces given the speed and intensity of order
declines.

At March 31, 2009, lease-adjusted gross debt to last-12-month
EBITDA was about 5.8x and is likely to deteriorate further in the
coming quarters on the back of declining revenues and weaker
margins, in S&P's view.

The stable outlook primarily reflects S&P's expectation that
Edwards should be able to withstand the tough operating challenges
it will face throughout 2009 thanks to its currently adequate
liquidity position.  However, S&P continues to monitor Edwards'
liquidity position closely.  The 'B' ratings are predicated on
S&P's expectations that the group will continue to have full
access to its RCF and will be able to reduce the pace of its cash
burn through an acceleration of cost cutting, among other
measures.

The ratings could come under pressure if the group's liquidity
position deteriorates significantly from current levels, for
example, by forcing the group to rely on its RCF to meet liquidity
needs.  A distressed debt exchange offer, which S&P does not
expect at this stage, would also likely have negative rating
implications.

A positive rating action is unlikely at stage given the very
significant operating pressures and cash burn.


EMERALD BLUE: Brings in Joint Administrators from Grant Thornton
----------------------------------------------------------------
David Robert Thurgood and Martin Gilbert Ellis of Grant Thornton
UK LLP were appointed joint administrators of Emerald Blue Ltd. on
May 1, 2009.

The company can be reached at:

         Third Floor
         Sovereign House
         1 Albert Place
         Finchley Central
         London
         N3 1QB
         England


EPIC PLC: Fitch Cuts Ratings on Three Classes of Notes to Low-B
---------------------------------------------------------------
Fitch Ratings has affirmed Epic (Culzean) Plc's class A notes and
downgraded all of the transaction's other commercial mortgage-
backed floating rate notes, due 2019:

  -- GBP312.7 million class A (XS0286451710): affirmed at 'AAA';
     Outlook revised to Negative from Stable

  -- GBP48.2 million class B (XS0286456198): downgraded to 'AA-'
     from 'AAA'; Outlook revised to Negative from Stable

  -- GBP45.6 million class C (XS0286456867): downgraded to 'A-'
     from 'AA'; Outlook Negative

  -- GBP38.6 million class D (XS0286457758): downgraded to 'BB+'
     from 'A'; Outlook Negative

  -- GBP16.5 million class E (XS0286458723): downgraded to 'BB-'
     from 'BBB+'; Outlook Negative

  -- GBP20.2 million class F (XS0286459374): downgraded to 'B'
     from 'BBB'; Outlook Negative

The downgrades reflect Fitch's expectations that deteriorating
property market conditions have weakened the creditworthiness of
the loans securitized in the transaction.  Despite the high
quality and generally prime nature of the assets secured in this
pool, the net initial yields ascribed to the properties at
origination have proven unsustainable, particularly given the
significant outward trend in yields over the last 18 to 24 months.
Based on current income, the weighted-average NIY stands at 4.5%,
considerably below reported yields.  The loan portfolio has a
reported WA loan-to-value ratio of 70.7%, compared to a WA Fitch
LTV of 103.1% which reflects a market value decline of 31.5%.

The largest of the four securitized loans -- Metro (73.4% of the
pool) -- is secured by a portfolio of four good quality shopping
centres/retail destinations in London comprising leisure, cinema,
restaurant and retail facilities.  The reported LTV stands at
71.3% compared with a Fitch LTV of 103.7%, reflecting a sizeable
MVD of 31.3%.  In Fitch's opinion, the loan's exit debt yield of
6.4% provides little cushion to prevailing market yields.  For the
last three quarters, the loan's ICR of 1.15x has been just in line
with its covenant of 1.15x.  While the portfolio has not, to date,
been affected by retailer administrations, the reported vacancy
rate rose to 10% from 8% in Q4 2008 as a result of lease expiries
and the ongoing development of the North Mall within the Southside
Shopping Centre in Wandsworth.  Future performance will be
determined by the asset managers' ability to replace lost rental
income.  Without an increase in letting activity across the
portfolio, the loan's ICR covenant may come under pressure over
the next few months.  Moreover, this could also affect the
likelihood of an orderly payoff at the scheduled loan maturity in
October 2011.

The three smaller loans are secured by primarily grade A retail
and office properties on long leases to strong tenants.  However,
these were also valued at extremely tight property yields.
Consequently, current outward yield movements could reduce the
chances of an orderly payoff at loan maturity.  In addition,
declining occupational markets may put pressure on all four loans'
income (especially in the event of potential tenant
administrations in the shopping centres), which could lead to
decreases in collateral income that may, in turn, result in
further value declines as well as tight interest and debt service
coverage ratios.

Fitch will continue to monitor the performance of the transaction.


GOLDCORE PROPERTIES: Appoints Administrators from Grant Thornton
----------------------------------------------------------------
David Robert Thurgood and Martin Gilbert Ellis of Grant Thornton
UK LLP were appointed joint administrators of Goldcore Properties
Ltd. on May 1, 2009.

The company can be reached at:

         Third Floor
         Sovereign House
         1 Albert Place
         Finchley Central
         London
         N3 1QB
         England


LLOYDS BANKING: European Commission May Demand Asset Sales
----------------------------------------------------------
The Scotsman's Erikka Askeland and Hamish Rutherford report that
Lloyds Banking Group plc may be forced sell off core parts of its
business as the price for taking part in the government's multi-
billion pound bank support schemes.

The Scotsman relates the group warned shareholders on Wednesday
that the European Commission could compel it to "divest or exit
core businesses" as a condition of granting state aid approval.
According to the Scotsman, under competition rules, the bank has
to obtain approval from Brussels for the GBP17 billion government
recapitalization and the placing of GBP260 billion of toxic debts
into the taxpayer-backed Asset Protection Scheme.  Michael
Blackley of the Scotsman reports the bank still has to submit a
detailed forward plan with the Treasury to the EC.  It is
currently working with the Treasury to formally notify the EC of
the terms of the asset protection scheme, the Scotsman notes.  The
Scotsman discloses a single forward plan is expected to be
submitted by the bank and the Treasury for the asset protection
scheme and all other state aid.  Breakingnew.ie says any ruling
from the EC and potential disposals are likely to be years away.

"The terms of such a forward plan are likely in particular to
include the obligation to reduce significantly the size of the
group's balance sheet and/or behavioural restrictions," the
Scotsman quoted Lloyds as saying in a prospectus published
Wednesday.  "The group expects such reduction in the balance sheet
to be achieved through making divestments of or exiting non-core
businesses.  However, a reduction could require the group to
divest or exit core businesses."

The Scotsman states according to Lloyds, this could be "materially
adverse" to the bank's interests.

                           Cash Call

Nick Goodway at London Evening Standard reports Lloyds on Monday
launched a GBP4 billion fundraising to buy back the government's
preference shares.  The London Evening Standard says buying back
the preference shares saves Lloyds GBP480 million a year in
dividends on the prefs, and also clears the way for it to restart
ordinary dividends possibly as early as next year.  According to
the London Evening Standard, the new shares are being sold at
38.43p, less than half the current market price.  The figure was
based on Lloyds' price on March 6 when it announced it would buy
back the preference shares, the London Evening Standard notes.
The London Evening Standard discloses an average small shareholder
with 550 shares will be offered 340 new shares at a cost of around
GBP130.

According to the Scotsman, if the open offer is a success and all
of the new ordinary shares are snapped up, the government's stake
in the bank will remain at 43.4 per cent.  However, the open offer
is fully underwritten by the government, meaning that if all
shares are not bought it could become the majority shareholder in
the bank, with a stake of up to 65 per cent, the Scotsman states.

The Scotsman relates in a statement announcing the open offer
Monday, Lloyds said that the open offer would result in its tier
one capital ratio rising to 14.5 per cent.

The share placing and open offer is likely to take little more
than a month to complete, the London Evening Standard notes.

                             Demerger

Erikka Askeland at the Scotsman reports City investors on Monday
night rejected calls to reverse the takeover of HBOS by Lloyds
TSB.  The Scotsman relates Jim Spowart, who actively campaigned to
prevent the takeover of HBOS by Lloyds, on Monday said calls to
reverse the merger were too late.

"It is history repeating itself. They should have kept the
institutions separate," the Scotsman quoted Mr. Spowart as saying.

The Scotsman adds a source representing significant institutional
investors also dismissed the calls as "grandstanding".  The source
dismissed calls by some in the City for chief executive Eric
Daniels to follow Sir Victor Blank's move and resign were heeded.

                        State Guarantees

As reported in the Troubled Company Reporter-Europe on March 9,
2009, Bloomberg News said Lloyds Banking Group obtained GBP260
billion or US$367 billion in state guarantees increasing the U.K.
government's stake in the bank to as much as 75 percent from 43
percent.  Under the agreement, Lloyds will pay GBP15.6 billion for
asset protection, or 5.2 percent of the insured assets, in the
form of non-voting shares, the report said citing the bank in a
statement.  Lloyds also agreed to increase lending to businesses
and homeowners by GBP28 billion over the next 24 months, the
report related.  In return, the report disclosed Lloyds will get
government insurance for GBP74 billion of residential mortgages,
GBP18 billion of unsecured personal loans, GBP151 billion of
corporate and commercial loans and GBP17 billion of treasury
assets.  The report stated Lloyds will be responsible for the
initial GBP25 billion of losses on the insured assets and will
cover 10 percent of any additional losses, with the Treasury
responsible for the rest.  The government will also underwrite a
GBP4 billion share sale and convert existing preference shares
into equity, the report disclosed.  According to Bloomberg News,
about 83 percent of the assets Lloyds is insuring came from HBOS
Plc.  Lloyds acquired HBOS's deteriorating quality of loans when
it bought the firm in a government-brokered deal, the report said.
The report recalled in September, Lloyds agreed to buy HBOS for
about GBP7.7 billion as the government sought to prevent HBOS from
collapsing after credit markets froze.  In February, HBOS posted a
pretax loss of GBP7.5 billion, the report noted.

                  About Lloyds Banking Group PLC

Lloyds Banking Group PLC (LON:LLOY) --
http://www.lloydsbankinggroup.com/--  formerly Lloyds TSB Group
plc, is United Kingdom-based financial services company, whose
businesses provide a range of banking and financial services in
the United Kingdom and a limited number of locations overseas.
The operations of Lloyds TSB Group in the United Kingdom were
conducted through over 2,000 branches of Lloyds TSB Bank, Lloyds
TSB Scotland plc and Cheltenham & Gloucester plc during the year
ended December 31, 2007.  Cheltenham & Gloucester plc (C&G) is the
Company's specialist mortgage arranger.  Following the transfer of
its mortgage lending and deposits to Lloyds TSB Bank, during 2007,
C&G arranges mortgages for Lloyds TSB Bank rather than for its own
account.  International business is conducted mainly in the United
States and continental Europe.  Lloyds TSB Group's services in
these countries are offered through branches of Lloyds TSB Bank.
In January 2009, the Company acquired HBOS plc.


LONDON VILLAGE: Calls in Joint Administrators from Grant Thornton
-----------------------------------------------------------------
David Robert Thurgood and Martin Gilbert Ellis of Grant Thornton
UK LLP were appointed joint administrators of London Village Ltd.
on May 1, 2009.

The company can be reached at:

         Third Floor
         Sovereign House
         1 Albert Place
         Finchley Central
         London
         N3 1QB
         England


PLAYGOLF LTD: Taps Joint Administrators from BDO
------------------------------------------------
Shay Bannon and Malcolm Cohen of BDO Stoy Hayward LLP were
appointed joint administrators of Playgolf Ltd. on April 28, 2009.

The company can be reached through BDO Stoy Hayward LLP at:

         55 Baker Street
         London
         W1U 7EU
         England


TRUE BLUE: Appoints Joint Administrators from Baker Tilly
---------------------------------------------------------
John David Ariel and Bruce Alexander Mackay of Baker Tilly
Restructuring and Recovery LLP were appointed joint administrators
of True Blue Developments Ltd. on April 28, 2009.

The company can be reached at:

         True Blue Developments Ltd.
         Solo House
         The Courtyard
         London Road
         Horsham
         West Sussex
         RH12 1AT
         England


WORK FACILITIES: Brings in Joint Administrators from PwC
--------------------------------------------------------
Laurie Katherine Manson and John Bruce Cartwright of
PricewaterhouseCoopers LLP were appointed joint administrators of
Work Facilities Ltd. on May 5, 2009.

The company can be reached at:

         Balne Mills
         Silcoates Street
         Wakefield
         West Yorkshire
         WF2 0DX
         England


WORK INC: Taps Joint Administrators from PwC
--------------------------------------------
Laurie Katherine Manson and John Bruce Cartwright of
PricewaterhouseCoopers LLP were appointed joint administrators of
Work Inc Group Ltd. on May 5, 2009

The company can be reached at:

         Balne Mills
         Silcoates Street
         Wakefield
         West Yorkshire
         WF2 0DX
         England


YELL GROUP: Says Actively Exploring Refinancing Options
-------------------------------------------------------
Yell Group plc is actively looking at refinancing options,
Georgina Prodhan at Reuters reports citing John Davis, the
company's chief executive.

According to Reuters, a large tranche of the company's debt is due
for repayment in April 2011.

Mr. David told Reuters in a telephone interview on Wednesday that
he aimed to have refinancing in place by April 2010.  Reuters
relates Mr. David said it could not rule out having to sell assets
if other options did not work out.

"We have to be realistic about our debt situation," Reuters quoted
Mr. Davis as saying.

Reuters notes earlier, the company said it was writing down the
value of its Yell Publicidad unit by GBP1.3 billion (US$2
billion), mainly due to a severe recesssion in Spain.

Headquartered in Reading, England, Yell Group plc --
http://www.yellgroup.com/-- is an international directories
business operating in the classified advertising market through
printed, online, and phone media in the U.K. and the US.  Yell
also owns 100% of TPI (renamed "Yell Publicidad"), the largest
publisher of yellow and white pages in Spain, with operations in
certain countries in Latin America.  Yell's revenue for the twelve
months ended March 31, 2008 was GBP2,219 million and its
Adjusted EBITDA was GBP738.9 million.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 10,
2009, Moody's Investors Service placed the ratings of Yell Group
plc on review for possible downgrade.  Ratings affected are the
Ba3 Corporate Family Rating and the B1 Probability of Default
Rating.


* Building Societies Asks More Help From British Government
-----------------------------------------------------------
Philip Aldrick at Telegraph.co.uk reports that building societies
have called on the British government for more help as they are no
longer strong enough to look after themselves.

The report relates speaking at the Building Societies Association
annual conference, John Goodfellow, the organization's chairman,
said the sector had not been helped by "unfair competition" from
state-backed banks, rate cuts that "did not have to be quite so
savage", and the fee structure of the deposit protection scheme.

Mr. Goodfellow, the report says, urged the state to create a
specific rescue fund.


* S&P Cuts Securities Ratings of Various European Banking Groups
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings by three or more notches on hybrid capital securities of
these European banking groups: ABN AMRO Holding N.V.; Allied Irish
Banks PLC; Anglo Irish Bank Corp. Ltd.; Bank of Ireland; Dexia
S.A.; Fortis Bank Nederland (Holding) N.V.; Lloyds Banking Group
PLC; Northern Rock PLC; and The Royal Bank of Scotland Group PLC.
At the same time, S&P removed many of the issue ratings from
CreditWatch.

The downgrades follow S&P's review of the ratings on the hybrid
securities of certain European financial institutions that have
received state aid or that are likely, in S&P's opinion, to
receive state aid in the near future.  S&P concluded that the
likelihood of suspension of payments on the issues has increased.
S&P did not change any of the issuer credit ratings on the banking
groups affected by these hybrid securities rating actions.

S&P placed many of these hybrid securities on CreditWatch with
negative implications earlier this year due in part to uncertainty
regarding European Commission policy in applying European Union
state aid rules.  The EC announcement of May 7, 2009, on the
recapitalization of Commerzbank AG (A/Negative/A-1) removed some
uncertainty by specifying that Commerzbank's business plan include
measures aimed at keeping state aid to a minimum, including "the
suspension of dividend and interest payments to holders of hybrid
capital."  This announcement prompted rating actions by Standard &
Poor's on the hybrid capital securities of the Commerzbank group.

The EC announcement about Commerzbank clarifies (to some degree)
the EC's position on hybrid capital securities of state-supported
banks.  In S&P's view, the announcement increases the potential
that banking groups receiving EU state aid will suspend payments
on their hybrid securities.  While the EC has neither concluded
reviews nor has made similar unequivocal statements regarding
banking groups whose hybrids are affected by the rating actions,
S&P believes that the EC's position is that state funds granted to
struggling banks should be retained to strengthen capitalization
and should not be paid out to shareholders or holders of other
capital instruments, including hybrid securities.  Despite this
position, it appears that the EC will respect the terms of the
hybrid capital instruments and not alter the terms of hybrid
securities that link payments to financial performance, notably
earnings, distributable income, or specified capital levels.

The rating actions also reflect S&P's view that European sovereign
governments over the medium term may be more willing than in the
past to encourage or force banks to suspend payments on hybrid
securities to preserve cash and build capital.  S&P believes that
hybrid capital securities of European (and U.S.) banking groups
whose creditworthiness is supported by already-received and
potential future government aid are relatively more vulnerable to
payment deferral than the hybrid securities of banking groups
whose ratings are more closely aligned with their stand-alone
credit profiles.

Moreover, the recession and difficult operating environment, in
S&P's view, increase the vulnerability of banks in Europe (and in
other regions in the world) that have not received state aid to
payment deferrals on hybrid securities due to pressure on retained
earnings and capital.  EC policy with respect to state aid is an
additional factor, but not the primary reason, for EU banks to
suspend payments on hybrid securities.  Earlier in 2009, Standard
& Poor's took widespread actions on hybrid securities of many
European and U.S. banking groups due to S&P's assessment of this
vulnerability.

From a rating perspective, S&P generally widen the gap between the
hybrid rating and the ICR of the issuing entity to three or more
notches when S&P considers the potential for payment deferral has
increased.

On May 19, 2009, Bank of Ireland made a tender offer for six of
its preference share issues.  S&P characterize the tender offer as
distressed and consequently lowered the ratings on the six issues
to 'C' from 'BB'.  The ratings on Bank of Ireland's three hybrid
securities not subject to the tender offer were lowered to 'B'
(one issue) and 'B-' (two issues) from 'BB'.  All ratings were
removed from CreditWatch with negative implications, where they
were originally placed on Nov. 14, 2008.

    How Standard & Poor's Differentiates European Bank Hybrid
                  Securities By Ratings Category

Standard & Poor's broadly characterizes the rated hybrid
securities of European banking groups by rating category.  While
S&P cite general characteristics by category, S&P note that the
ratings on individual hybrid securities may differ due to the
specific terms of the security and the particular credit profile
and national jurisdiction of the issuing group.

For bank hybrid securities rated in the 'CCC' category, there is,
in S&P's view, a clear and present risk of payment deferral or
principal reduction.  The hybrid securities in question include
those of wholly nationalized banks such as Northern Rock and Anglo
Irish Banks as well as those of government-supported groups whose
earnings are under severe pressure, such as Commerzbank and KBC
Group N.V.

S&P also rates preference shares with voting rights issued by
Lloyds Banking Group and Royal Bank of Scotland Group PLC 'CCC+',
one notch below their other perpetual deferrable instruments, to
reflect the "nationalization risk" of the preference shares of
these two banking groups.  In the U.K. and Ireland, perpetual
preferred shares that grant voting rights to the holders in
certain circumstances have been included in nationalizations of a
troubled financial institution for the purpose of giving the
government full control of the institution.  This happened to
Northern Rock and Anglo Irish Banks.

Bank hybrid securities rated in the 'B' category are, in S&P's
view, vulnerable to a potential further deterioration in the
operating environment that could result in significant losses at
the issuing group and necessitate further state aid from the
applicable sovereign government.  The European banking groups
whose hybrid securities are in the 'B' category typically have
received material direct support from their governments, and their
creditworthiness relies to an important extent on potential future
government aid.  The hybrid securities of Allied Irish Banks,
Fortis Bank Nederland, Lloyds Banking Group, and Royal Bank of
Scotland/ABN AMRO are part of this group.  Dexia's hybrids are
also in this group, primarily due to the large amount of
government aid the Dexia group has received and less due to
vulnerability of Dexia's earnings to a more stressed environment.
While this article addresses the hybrid securities of European
banking groups, the characterization of the 'B' category also
broadly fits the hybrid securities of government-supported
financial institutions in other mature markets.  For example, S&P
rate the hybrid capital securities of Bank of America Corp. in the
U.S. in the 'B' category.

European bank hybrid securities in the 'BB' category are, in S&P's
view, relatively less vulnerable to deterioration in the operating
environment than the bank hybrids in the 'B' category, but for
reasons of reliance on future state aid or the fundamental credit
profile of the issuing group, the hybrid securities have some
speculative characteristics.  The banking groups whose hybrid
securities are in the 'BB' category are in two groups:

  -- Banking groups that have received some direct support from
     their governments, and with creditworthiness that relies to
     some extent on potential future government aid, such as
     Swedish banks Swedbank AB and Skandinaviska Enskilda Banken
     AB; and

  -- Banking groups that have an ICR in the 'BBB' category, such
     as the major Greek banks, NIBC Bank N.V. of the Netherlands,
     and Italian banking group Veneto Banca Holdings S.C.P.A.

                          Ratings List

                           Downgraded

               ABN-AMRO Capital Funding Trust V (1)
      US$1.25 bil 5.9% callable perp non-cum gtd trust pfd secs

                      To                 From
                      --                 ----
                      B                  BB

               ABN-AMRO Capital Funding Trust VI (1)
         US$200 mil 6.25% non cum trust pfd secs callable

                      To                 From
                      --                 ----
                      B                  BB

              ABN-AMRO Capital Funding Trust VII (1)
       US$1.8 bil 6.08% non cum gtd trust pfd secs callable

                      To                 From
                      --                 ----
                      B                  BB

                         Ratings Affirmed

                        ABN AMRO Bank N.V.
       GBP750 mil var rate fxd/fltg rate callable perp sub
                   (upper Tier 2) nts ser 752
      EUR1 bil var rate step-up/fxd callable perp secs (Tier 1)

                             Rating
                             ------
                             BB/Watch Dev

              (1) Guaranteed by ABN AMRO Holding N.V.


              Downgraded; CreditWatch/Outlook Action

                      Allied Irish Banks PLC
                    US$175 mil non-cum pfd stk
    EUR200 mil var/fixed rate sub perp nts hybrid due 11/29/2049
    EUR500 mil step-up callable perp resv cap instruments hybrid
    GBP400 mil var rate perp callable sub upper Tier 2 hybrid

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                          AIB UK 1 LP (2)
      EUR1 bil var rate /fltg non-cum perp callable pfd secs

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                          AIB UK 2 LP (2)
       EUR500 mil var rate fxd/fltg rate jr sub non cum perp
                         callable pfd secs

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                          AIB UK 3 LP (2)
       GBP350 mil var rate fxd/fltg rate jr sub non cum perp
                         callable pfd secs

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

            (2) Guaranteed by Allied Irish Banks PLC.

              Downgraded; CreditWatch/Outlook Action

                Anglo Irish Asset Finance plc (3)
           GBP200 mil var rate callable perp jr sub nts
    GBP250 mil var rate fxd/fltg rate callable perp jr sub nts

                      To                 From
                      --                 ----
                      CCC                B/Watch Neg

               Anglo Irish Capital U.K. (2) LP (3)

    EUR600 mil var rate fxd/fltg rate callable perp jr sub dtd
                    03/04/2008 due 02/15/2037 nts

                      To                 From
                      --                 ----
                      CCC                B/Watch Neg

               Anglo Irish Capital U.K. (3) LP (3)
  GBP350 mil var rate fxd/fltg-rate non-cum callable perp pfd stk

                      To                 From
                      --                 ----
                      CCC                B/Watch Neg

                  Anglo Irish Capital U.K. LP (3)
  EUR600 mil var rate callable perp fxd/fltg rate non-cum pfd stk

                      To                 From
                       --                 ----
                      CCC                B/Watch Neg

             (3) Guaranteed by Anglo Irish Bank Corp.

              Downgraded; CreditWatch/Outlook Action

                         Bank of Ireland
                   US$150 mil 6.187% hybrid      

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                           EUR63.49 mil
               GBP18.76 mil  12% non-cum pfd stk

                      To                 From
                      --                 ----
                      B-                 BB/Watch Neg


                BOI Capital Funding (No.1) LP (4)
          EUR600 mil 6.25% fxd/var non-cum perp callable

                      To                 From
                      --                 ----
                      C                  BB/Watch Neg

                BOI Capital Funding (No.2) LP (4)
       US$800 mil var rate /fltg rate gtd non-voting non-cum
                     callable perp pfd secs

                      To                 From
                      --                 ----
                      C                  BB/Watch Neg

                BOI Capital Funding (No.3) LP (4)
       US$400 mil var rate /fltg rate gtd non-voting non-cum
                      callable perp pref Secs

                      To                 From
                      --                 ----
                      C                  BB/Watch Neg

                BOI Capital Funding (No.4) LP (4)
     GBP500 mil var rate fxd/fltg rate gtd non-voting non-cum
                           perp pref secs

                      To                 From
                      --                 ----
                      C                  BB/Watch Neg

                 Bank of Ireland UK Holdings PLC
          GBP350 mil 6.25% callable perp pfd secs hybrid
         EUR600 mil step-up callable perp pfd secs hybrid

                      To                 From
                      --                 ----
                      C                  BB/Watch Neg

                 (4) Guaranteed by Bank of Ireland.

              Downgraded; CreditWatch/Outlook Action

                          Dexia Bank S.A.
               EUR228.674 mil var rate undtd sub nts

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

             Dexia Banque Internationale a Luxembourg
                  EUR225 mil var rate perp cap nts

                      To                 From
                      --                 ----
                      B                  BB+/Watch Neg

                        Dexia Credit Local
   EUR700 mil var rate fxd/fltg-rate undated deeply sub perp nts

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                Dexia Funding Luxembourg S.A. (5)
        EUR500 mil var rate jr sub fxd to fltg rate callable
                      perp non-cum gtd secs

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                      Dexia Overseas Ltd. (6)

                  US$50 mil fltg rate nts ser 150
                     US$100 mil fltg rate nts
                      JPY5 bil var rate nts

                      To                 From
                      --                 ----
                      B                  BB/Watch Neg

                   (5) Guaranteed by Dexia S.A.
                 (6) Guaranteed by Dexia Bank S.A.

              Downgraded; CreditWatch/Outlook Action

             Fortis Bank Nederland (Holding) N.V.
      EUR2 bil mandatory convertible securities perp hybrid

                      To                 From
                      --                 ----
                      B+/Watch Dev       BB-/Watch Dev

                             Downgraded

                     Lloyds Banking Group PLC
           EUR500 mil 7.875% callable perp Tier 1 hybrid

                      To                 From
                      --                 ----
                      CCC+               B+

          US$1.25 bil 7.875% callable perp Tier 1 hybrid

                      To                 From
                      --                 ----
                      CCC+               B+

        US$1 bil fxd/fltg rate non-cum perp callable non
                       step-up pref shares

                      To                 From
                      --                 ----
                      CCC+               B+

            US$750 mil 6.413% callable non-cumulative
          fixed-to-floating rate pref shares prep ser A

                      To                 From
                      --                 ----
                      CCC+               B+

             US$750 mil 5.92% callable non-cumulative
           fixed-to-floating rate pref shares prep ser B

                      To                 From
                      --                 ----
                      CCC+                B+

US$750 mil 6.657% callable non-cumulative fixed-to-floating rate
                         pref shares prep

                      To                 From
                      --                 ----
                      CCC+                B+

GBP600 mil fxd/fltg rate non-cum perp callable non step-up pref
                              shares

                      To                 From
                      --                 ----
                      CCC+                B+

  GBP750 mil 6.0884% callable non-cumulative fixed-to-floating
                      rate pref shares prep

                      To                 From
                      --                 ----
                      CCC+                B+

   GBP100 mil 9.75% non-cumulative irredeemable pref shares prep

                      To                 From
                      --                 ----
                      B-                  BB-

  GBP350 mil 6.3673% callable non-cumulative fixed-to-floating
                     rate pref shares prep

                      To                 From
                      --                 ----
                      CCC+                B+

   GBP198.07 mil 6.475% callable non-cumulative pref shares prep

                      To                 From
                      --                 ----
                      B-                  BB-

   GBP300 mil 9.25% non-cumulative irredeemable pref shares prep

                      To                 From
                      --                 ----
                      B-                  BB-

     GBP500 mil var rate reset perp callable jr sub bnds (7)

                      To                 From
                      --                 ----
                      B                   BB

                            HBOS PLC
        EUR97.20 mil fltg rate jr sub step-up perp nts nts

                      To                 From
                      --                 ----
                      B-                  BB-

               JPY42.5 bil jr sub step-up perp nts

                      To                 From
                      --                 ----
                      B-                  BB-

         EUR111.55 mil 6.05% fxd/fltg rt callable perp nts

                      To                 From
                      --                 ----
                      B-                  BB-

         EUR750 mil fxd/fltg rate perp nts ser HBOS 0016

                      To                 From
                      --                 ----
                      B-                  BB-

         US$1 bil var rate fxd/fltg rate perp jr sub nts

                      To                 From
                      --                 ----
                      B-                  BB-

    EUR750 mil var rate callable perp jnr sub bnds ser HBOS 0018

                      To                 From
                      --                 ----
                      B-                  BB-

    EUR500 mil var rate callable perp jnr sub bnds ser HBOS 0019

                      To                 From
                      --                 ----
                      B-                  BB-

               GBP6.98 mil jr sub step-up perp nts

                      To                 From
                      --                 ----
                      B-                  BB-

   GBP30.06 mil 5.75% undated jr sub step-up perp callable nts

                      To                 From
                      --                 ----
                      B-                  BB-

                 GBP8.5 mil step up sub perp nts

                      To                 From
                      --                 ----
                      B-                  BB-

GBP14.05 mil step up perp jnr sub fxd to fltg rate callable ser
                        HBOS 0023/04 bnds

                      To                 From
                      --                 ----
                      B-                  BB-

                       Bank of Scotland PLC

                 JPY17 bil var rate sub perp nts

                      To                 From
                      --                 ----
                      B                   BB

                US$300 mil var rate 7% reset jr sub

                      To                 From
                      --                 ----
                      B                   BB

                   GBP100 mil 12% perp sub bnds

                      To                 From
                      --                 ----
                      B                   BB

                  GBP100 mil 8.75% perp sub bnds

                      To                 From
                      --                 ----
                      B                   BB

               GBP150 mil 8.375% undated instruments

                      To                 From
                      --                 ----
                      B                   BB

                  GBP75 mil 13.625% perp sub bnds

                      To                 From
                      --                 ----
                      B                   BB

                  GBP50 mil 9.375% perp sub bnds

                      To                 From
                      --                 ----
                      B                   BB

            GBP250 mil cum perp jr sub bnds ser BOS0009

                      To                 From
                      --                 ----
                      B                   BB

           GBP150 mil cum perp jr sub bnds ser BOS0010

                      To                 From
                      --                 ----
                      B                   BB

GBP150 mil step up callable perp regulatory Tier One Secs ser A

                      To                 From
                      --                 ----
                      B                   BB

  GBP150 mil step up callable perp regulatory Tier One Secs ser B

                      To                 From
                      --                 ----
                      B                   BB

GBP150 mil 7.375% jr sub callable perp med-term nts ser BOS 0006

                      To                 From
                      --                 ----
                      B                   BB

           GBP100 mil var rate callable perp hybrid(8)  

                      To                 From
                      --                 ----
                      B                   BB

          GBP64.37 mil var rate callable perp hybrid(8)

                      To                 From
                      --                 ----
                      B                   BB

               Bank of Scotland Capital Funding L.P.

      GBP250 mil class A non-cum perp callable pfd secs (9)

                      To                 From
                      --                 ----
                      B-                  BB-

           GBP150 mil class B non-cum perp pfd secs(9)

                      To                 From
                      --                 ----
                      B-                  BB-

                    HBOS Capital Funding L.P.

     US$750 mil 6.071% FX/FRN callable perp jr sub hybrid ser
                          HBOS 0021(8)

                      To                 From
                      --                 ----
                      B-                  BB-

    GBP600 mil 6.461% non-voting non-cum perp callable pfd secs
                            ser A (10)

                      To                 From
                      --                 ----
                      B-                  BB-

                   HBOS Capital Funding No 1 LP

    US$1 bil 6.85% non-voting non-cum perp callable pfd secs (8)

                      To                 From
                      --                 ----
                      B-                  BB-

                   HBOS Capital Funding No 2 LP

  US$750 mil 6.071% non-voting non-cum perp callable pfd secs (8)

                      To                 From
                      --                 ----
                      B-                  BB-

                   HBOS Capital Funding No 3 LP

    EUR750 mil var rate non-cum fxd/fltg rate perp callable pfd
                            secs (8)

                      To                 From
                      --                 ----
                      B-                  BB-

                   HBOS Capital Funding No 4 LP
       GBP750 mil var rate callable fxd/fltg perp hybrid (8)

                      To                 From
                      --                 ----
                      B-                  BB-

             Halifax Group Euro Finance (Jersey) L.P.
     EUR415 mil fxd/fltg rate gtd non-voting non-cum perp pfd
                             secs(10)

                      To                 From
                      --                 ----
                      B-                  BB-

           Halifax Group Sterling Finance (Jersey) L.P.

     GBP245 mil 7.881% gtd non-voting non-cum perp pfd secs(10)

                      To                 From
                      --                 ----
                      B-                  BB-

                       Lloyds TSB Bank PLC

      EUR1.25 bil 5.625% sub callable step-up perp nts ser 69

                      To                 From
                      --                 ----
                      B                   BB

     EUR150 mil fltg rate sub callable step-up perp nts ser 70

                      To                 From
                      --                 ----
                      B                   BB

    US$750 mil fltg rate prim cap perp nts ser 1 due 06/29/2049

                      To                 From
                      --                 ----
                      B                   BB

      US$600 mil fltg rate prim cap nts ser 3 due 08/29/2049

                      To                 From
                      --                 ----
                      B                   BB

      US$500 mil fltg rate prim cap nts ser 2 due 11/29/2049

                      To                 From
                      --                 ----
                      B                   BB

                 EUR750 mil 6.625% perp cap secs

                      To                 From
                      --                 ----
                      B                   BB

           EUR500 mil step up callable perp cap secs

                      To                 From
                      --                 ----
                      B                   BB

           US$1 bil 6.9% callable perp cap secs bnds

                      To                 From
                      --                 ----
                      B                   BB

        EUR750 mil var rate jr sub callable perp cap secs

                      To                 From
                      --                 ----
                      B                   BB

        EUR532.11 mil step up callable perp cap secs hybrid

                      To                 From
                      --                 ----
                      B                   BB

        GBP270 mil 6.5% sub callable step-up perp nts ser 72

                      To                 From
                      --                 ----
                      B                   BB

             GBP200 mil 8% step-up perp sub nts ser 35

                      To                 From
                      --                 ----
                      B                   BB

    GBP500 mil var rate callable perp jr sub upper tier 2 nts
                            ser 1024

                      To                 From
                      --                 ----
                      B                   BB

     GBP784.61 mil step up callable perp cap secs hybrid ser A

                      To                 From
                      --                 ----
                      B                   BB

     GBP700.02 mil step up callable perp cap secs hybrid ser B

                      To                 From
                      --                 ----
                      B                   BB

      GBP410 mil 6.6625% sub callable step-up perp nts ser 71

                      To                 From
                      --                 ----
                      B                   BB

       GBP450 mil 6.5% sub callable step-up perp nts ser 73

                      To                 From
                      --                 ----
                      B                   BB

                     Lloyds TSB Capital 1 L.P.
    EUR430 mil var rate step-up non-voting non-cum perp pfd secs
                                (11)

                      To                 From
                      --                 ----
                      B-                  BB-

                     Lloyds TSB Capital 2 L.P.
   GBP250 mil var rate step-up non-voting non-cum perp pfd secs
                                (11)

                      To                 From
                      --                 ----
                      B-                  BB-

                       Scottish Widows PLC
  GBP560 mil var rate fxd- to step-up fltg-rate callable perp jr
                             sub nts

                      To                 From
                      --                 ----
                      B                   BB

                   Clerical Medical Finance PLC
        EUR750 mil var rate callable perp jr sub nts (12)

                      To                 From
                      --                 ----
                      B                   BB

                        Saphir Finance PLC
                 GBP600 mil. fixed/floating rate
      non-cumulative perpetual callable non step-up debt (13)

                      To                 From
                      --                 ----
                      CCC+                B+

         (7)Guaranteed by Lloyds TSB Bank PLC.
          (8)Guaranteed by HBOS PLC.
          (9)Subordinated guarantee from Bank of Scotland PLC.
          (10)Subordinated guarantee from HBOS PLC.
          (11)Support from Lloyds TSB Bank PLC.
          (12)Guaranteed by Clerical Medical Investment Group Ltd.
          (13)Guaranteed by Lloyds Banking Group PLC.

              Downgraded; CreditWatch/Outlook Action

                        Northern Rock PLC

          US$100 mil 8% upper tier 2 sub perp nts ser 155
       GBP200 mil step-up perp upper tier 2 sub nts ser 158
     GBP300 mil 8.399% step-up callable perp reserve tier 1 cap
                           instruments
        US$100 mil var rate upper tier 2 perp nts ser 200
      GBP200 mil 7.053% Callable perp core tier one nts nts
      US$700 mil 5.6% upper tier 2 perp callable jr sub nts
     US$650 mil var rate fxd/ftg callable perp upper tier 2 jr sub
                             hybrid

                      To                 From
                      --                 ----
                      CCC                B/Watch Neg

                            Downgraded

              Royal Bank of Scotland Group PLC (The)
  US$1.2 bil var rate callable perp regulatory tier I hybrid ser 1

                      To                 From
                      --                 ----
                      B-                 BB-

    CAD600 mil var rate callable perp Tier 1 hybrid ser 2851

                      To                 From
                      --                 ----
                      B-                 BB-

           EUR1.25 bil 5.5% non-cum pfd perp secs ser 1

                      To                 From
                      --                 ----
                      CCC+               B+

        EUR1.25 bil 5.25% non-cum euro pfd perp secs ser 2

                      To                 From
                      --                 ----
                      CCC+               B+

                US$200 mil 7.375% reset cap secs

                      To                 From
                      --                 ----
                      B-                 BB-

                US$1.5 bil perp pref sh ser 1 + 2

                      To                 From
                      --                 ----
                      B-                 BB-

               US$50 mil 7.993% perp cap sec ser B

                      To                 From
                      --                 ----
                      B-                 BB-

        US$850 mil 5.75% callable exchgble cap secs ser B

                      To                 From
                      --                 ----
                      B-                 BB-

         US$1.6 bil 6.99% /fltg callable perp pref stk

                      To                 From
                      --                 ----
                      B-                 BB-

                            US$200 mil

                      To                 From
                      --                 ----
                      CCC+               B+

                         US$400 mil ser C

                      To                 From
                      --                 ----
                      CCC+               B+

                  US$8 mil non-cum pref shrs ser F

                      To                 From
                      --                 ----
                      CCC+               B+

             US$300 mil perp non-cum pref shares ser H

                      To                 From
                      --                 ----
                      CCC+               B+

           US$225 mil 8.5% perp non-cum pref shares ser J

                      To                 From
                      --                 ----
                      CCC+               B+

            US$300 mil 8% perp non-cum pref shares ser I

                      To                 From
                      --                 ----
                      CCC+               B+

      US$925 mil 6.4% callable non-cum perp pref shares ser M

                      To                 From
                      --                 ----
                      CCC+               B+

      US$1 bil 6.35% non cum dollar pref shares callable ser N

                      To                 From
                      --                 ----
                      CCC+               B+

US$550 mil 6.25% non-cum dollar callable perp pref shares ser P

                      To                 From
                      --                 ----
                      CCC+               B+

     US$675 mil 6.75% non-cum perp callable pref shares ser Q

                      To                 From
                      --                 ----
                      CCC+               B+

    US$650 mil 6.125% callable non-cum perp pref shares ser R

                      To                 From
                      --                 ----
                      CCC+               B+

         US$950 mil 6.6% callable perp pref shares ser S

                      To                 From
                      --                 ----
                      CCC+               B+

     US$1.45 bil 7.25% non cum perp callable pref stk ser T

                      To                 From
                      --                 ----
                      CCC+               B+

     EUR1.3 bil var rate callable non-cum perp pref stk ser 3

                      To                 From
                      --                 ----
                      CCC+               B+

    US$1.5 bil var rate callable non-cum perp pref stk ser U

                      To                 From
                      --                 ----
                      CCC+               B+

               GBP200 mil non-cum pref shares ser 1

                      To                 From
                      --                 ----
                      CCC+               B+

     GBP750 mil 8.162% callable non-cum perp pref stk ser 1

                      To                 From
                      --                 ----
                      CCC+               B+

                     National Westminster Bank PLC

                   US$500 mil fltg rate hybrid ser C

                      To                 From
                      --                 ----
                      B                  BB

                  US$500 mil var rate perp hybrid

                      To                 From
                      --                 ----
                      B                  BB

                  US$500 mil var rate hybrid ser A

                      To                 From
                      --                 ----
                      B                  BB

                  US$500 mil var rate hybrid ser B

                      To                 From
                      --                 ----
                      B                  BB

                  US$500 mil 7.75% perp hybrid

                      To                 From
                      --                 ----
                      B                  BB

         EUR400 mil 6.625% sub perp hybrid due 10/29/2049

                      To                 From
                      --                 ----
                      B                  BB

              EUR100 mil fltg rate sub perp hybrid

                      To                 From
                      --                 ----
                      B                  BB

                    GBP350 mil var rate hybrid

                      To                 From
                      --                 ----
                      B                  BB

                    GBP67.86 mil 11.5% hybrid

                      To                 From
                      --                 ----
                      B                  BB

              GBP126.8 mil step-up sub perp hybrid

                      To                 From
                      --                 ----
                      B                  BB

             GBP161.73 mil step-up sub perp hybrid

                      To                 From
                      --                 ----
                      B                  BB

               US$300 mil non-cum pref shares ser C

                      To                 From
                      --                 ----
                      B-                 BB-

                       GBP140 mil 9% ser A

                      To                 From
                      --                 ----
                      B-                 BB-

                     RBS Capital Trust A (14)
       EUR390.93 mil var rate non-cum trust pfd secs perp

                      To                 From
                      --                 ----
                      B-                 BB-

                     RBS Capital Trust B (14)
    US$485.858 mil 6.8% callable non-cum trust pfd secs perp

                      To                 From
                      --                 ----
                      B-                 BB-

                     RBS Capital Trust C (14)
EUR166.38 mil 4.243% /fltg perp callable non-cum trust pfd secs

                      To                 From
                      --                 ----
                      B-                 BB-

                     RBS Capital Trust D (14)
GBP92.55 mil 5.6457% /fltg perp callable non-cum trust pfd secs

                      To                 From
                      --                 ----
                      B-                 BB-

                     RBS Capital Trust I (14)
      US$850 mil 4.709% non-cum trust pfd secs callable perp

                      To                 From
                      --                 ----
                      B-                 BB-

                    RBS Capital Trust II (15)
    US$650 mil 6.425% /FRN callable non-cum trust pfd secs perp

                      To                 From
                      --                 ----
                      B-                 BB-

                    RBS Capital Trust III (15)
     US$950 mil 5.512% non-cum trust pfd secs callable perp

                      To                 From
                      --                 ----
                      B-                 BB-

                    RBS Capital Trust IV (15)
   US$550 mil fltg rate non-cum trust pfd callable secs perp

                      To                 From
                      --                 ----
                      B-                 BB-

                 Royal Bank of Scotland PLC (The)
              EUR152.45 mil jr sub step-up hybrid

                      To                 From
                      --                 ----
                      B                  BB

EUR197.12 mil var rate fltg perp callable jr sub (Upper Tier II)
                         hybrid ser 1587

                      To                 From
                      --                 ----
                      B                  BB

   EUR242.56 mil var rate callable perp jr sub (Upper Tier II)
                         hybrid ser 1589

                      To                 From
                      --                 ----
                      B                  BB

JPY25 bil callable jr sub lower tier 2 fxd/fltg hybrid ser 1818

                      To                 From
                      --                 ----
                      B                  BB

CAD700 mil var rate fxd/fltg step-up callable perp jr sub hybrid
                            ser 2595

                      To                 From
                      --                 ----
                      B                  BB

          GBP150 mil fltg rate jr sub perp hybrid ser 60

                      To                 From
                      --                 ----
                      B                  BB

         GBP95.77 mil var rate jr sub perp hybrid ser 144

                      To                 From
                      --                 ----
                      B                  BB

    GBP200.53 mil var rate callable perp jr sub hybrid ser 253

                      To                 From
                      --                 ----
                      B                  BB

         GBP350 mil 5.625% jr sub perp callable hybrid

                      To                 From
                      --                 ----
                      B                  BB

     GBP173.84 mil 6.2% jr sub callable perp hybrid ser 352

                      To                 From
                      --                 ----
                      B                  BB

      GBP300 mil 5.625% callable upper tier II perp hybrid

                      To                 From
                      --                 ----
                      B                  BB

     GBP117.40 mil 6.25% perp callable jr sub hybrid ser 238

                      To                 From
                      --                 ----
                      B                  BB

    GBP178.12 mil 5.125% perp callable jr sub hybrid ser 619

                      To                 From
                      --                 ----
                      B                  BB

   GBP137.69 mil 6% callable upper tier II perp hybrid ser 1522


                      To                 From
                      --                 ----
                      B                  BB

     GBP190.05 mil var rate /fltg step-up callable perp jr sub
                         hybrid ser 2538

                      To                 From
                      --                 ----
                      B                  BB

                        Argon Capital PLC

   GBP750mil 8.162% callable non-cum perp pref stk series 100(1)

                      To                 From
                      --                 ----
                      CCC+               B+

       (14) Guaranteed by Royal Bank of Scotland Group PLC (The).
       (15) Guaranteed by Royal Bank of Scotland PLC (The).
       NB: This list does not include all ratings affected.


* S&P Puts Ratings on 43 CLO Tranches on Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on 43 tranches issued by 11 collateralized loan
obligation transactions backed by corporate loan securities.

These CreditWatch negative placements follow S&P's preliminary
review of the deterioration in the credit quality of the
underlying portfolios that S&P has observed in recent months.

Several CLOs have also experienced par value losses following the
default of portfolio holdings.

In S&P's opinion, portfolio credit deterioration and par losses
increase the risk that cash flows may not be sufficient to fully
repay all the rated classes, putting downward pressure on the
ratings.

In determining whether to place a CLO tranche rating on
CreditWatch negative, S&P take into consideration a number of
factors, including, but not limited to:

  -- The percentage of assets (including the change in the
     percentage of assets), based on S&P's analysis, rated below
     'B-' and the percentage of defaults already experienced in
     the portfolios;

  -- S&P's rated overcollateralization metric, which provides an
     estimate of rating stability for cash flow collateralized
     debt obligation tranches based on output from Standard &
     Poor's CDO Evaluator model and a simplified cash flow
     analysis; and

  -- Trends in performance results across similar transactions.

S&P will closely monitor the transactions' performance and perform
further cash flow analysis before resolving these CreditWatch
placements.

                           Ratings List

              Ratings Placed on Creditwatch Negative

                        Alpstar CLO 1 PLC
       EUR330 Million Secured Fixed- And Floating-Rate Notes

                                  Rating
                                  ------
               Class     To                     From
               -----     --                     ----
               B         AA/Watch Neg           AA
               C1        A/Watch Neg            A
               C2        A/Watch Neg            A
               D         BBB/Watch Neg          BBB
               E         BB/Watch Neg           BB

                     Axius European CLO S.A.
                EUR350 Million Floating-Rate Notes

                                  Rating
                                  ------
               Class     To                     From
               -----     --                     ----
               C         A/Watch Neg            A
               D         BBB-/Watch Neg         BBB-
               E         BB-/Watch Neg          BB-

                    CELF Loan Partners III PLC
           EUR507.5 Million Secured Floating-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               B-1      AA/Watch Neg           AA
               B-2      AA/Watch Neg           AA
               C        A/Watch Neg            A
               D        BBB/Watch Neg          BBB
               E        BB/Watch Neg           BB
               T Combo  BBB/Watch Neg          BBB

                       Euro-Galaxy CLO B.V.
   EUR383 Million Senior Secured Fixed- and Floating-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               C        A/Watch Neg            A
               D        BBB/Watch Neg          BBB
               E        BB/Watch Neg           BB

                    GSC European CDO I-R S.A.
            EUR350 Million Floating and Fixed-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               C1       A/Watch Neg            A
               C2       A/Watch Neg            A
               D        BBB-/Watch Neg         BBB-
               E        BB-/Watch Neg          BB-

                     GSC European CDO II S.A.
           EUR400 Million Floating- and Fixed-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               C1       A-/Watch Neg           A-
               C2       A-/Watch Neg           A-
               D1       BBB-/Watch Neg         BBB-
               D2       BBB-/Watch Neg         BBB-
               E1       BB/Watch Neg           BB
               E2       BB/Watch Neg           BB

                     GSC European CDO IV S.A.
                EUR400 Million Floating-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               C        A/Watch Neg            A
               D        BBB-/Watch Neg         BBB-
               E        BB-/Watch Neg          BB-
               R Combo  A/Watch Neg            A
               T Combo  BBB-/Watch Neg         BBB-
               U Combo  BBB/Watch Neg          BBB

                       Melchior CDO I S.A.
           EUR400 Million Fixed- and Floating-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               B-1      AA/Watch Neg           AA
               B-2      AA/Watch Neg           AA
               C-1      BB-/Watch Neg          BB-
               C-2      BB-/Watch Neg          BB-
               D        B-/Watch Neg           B-

                       Mercator CLO II PLC
                 EUR412 Million Floating-Rate Notes

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               B-2 Def  BB-/Watch Neg          BB-

                          Prospero CLO I
EUR35.6 Million, GBP24.5 Million, US$176.15 Million Senior
Secured Floating-Rate Notes (Issued By Prospero CLO I B.V.,
Prospero CLO I Inc.), US$7.7 Million Senior Secured Floating-Rate
Notes and US$30.7  Million Subordinated Notes (Issued By Prospero
CLO I B.V.)

                                   Rating
                                   ------
               Class    To                     From
               -----    --                     ----
               C        BBB/Watch Neg          BBB
               D        BB/Watch Neg           BB

            Prospero CLO II Inc./ Prospero CLO II B.V.
   EUR69 Million, GBP10.5 Million, and US$293.7 Million Secured
                       Floating-Rate Notes

                                   Rating
                                   ------
               Class    To                     From
               -----    --                     ----
               C        BBB/Watch Neg          BBB
               D        BB/Watch Neg           BB


* EUROPE: Fitch Says CLO Performance Suffers as Loan Defaults Rise
------------------------------------------------------------------
Fitch Ratings says that the performance of European CLOs has
recently suffered from a rapid negative credit migration in the
leveraged loan market.  In the first edition of a new quarterly
European Leveraged Loan CLO Performance Tracker report, the agency
notes that 14 obligors were reported as defaulted between December
2008 and March 2009.

"The performance of European CLOs is deteriorating due to the
stress in the leveraged loan sector that has resulted from the
economic downturn," said Jeffery Cromartie, Senior Director and
head of Fitch's European Structured Credit Performance Analytics.
"Between December 2008 and March 2009, a first wave of defaults in
the leveraged loan sector occurred, resulting in a breach of
overcollateralization tests for most Fitch-rated European CLOs."

"With further leveraged loan defaults expected, Fitch expects that
overcollateralization tests currently not in compliance are likely
to remain breached for an extended period of time," said Laurent
Chane-Kon, Director in Fitch's Structured Credit team.  "This is
to the detriment of the manager, which will not receive
subordinated fees.  In some cases, OC tests which are not in
compliance could also be detrimental for junior and mezzanine
noteholders."

Meanwhile, the concentration of 'CCC' and below rated obligors in
CLO portfolios has increased sharply.  An increasing number of
CLOs are now marking down 'CCC' obligors at their market values
for the calculation of OC ratios.

Fitch has taken significant negative rating action in the sector
and 104 European CLOs are on Negative Outlook, while some CLO
transactions have already been downgraded due to portfolio credit
deterioration.  Fitch is continuing to closely monitor the
performance of the CLO sector and will take rating actions when
deemed appropriate.

The European CLO Tracker survey also reviews CLO structural
features that are now being tested by the increasingly challenging
economic environment, exposing some shortcomings.

The European Leveraged Loan CLO Performance Tracker (European CLO
Tracker), in similarity to the agency's existing pan European SME
tracker, compares data across the Fitch-rated European CLO
universe aggregated from transaction performance reports and the
agency's own surveillance systems.


* BOOK REVIEW: Corporate Recovery – Managing Companies in Distress
------------------------------------------------------------------
Authors: Stuart Slatter and David Lovett
Publisher: Beard Books
Softcover: 352 pages
List Price: US$34.95
Review by Henry Berry

According to the authors, "turnaround management is everyday
management."  There are no miraculous remedies for bringing a
company out of its troubles; no formulas to apply that will
guarantee recovery.  Management has to be alert and flexible to
adapt to ever-changing business conditions both outside and within
a company.

Although turnaround management (or "crisis management" as the
authors also call it) is often regarded as a specialized type of
management or a gifted set of management skills, Slatter and
Lovett argue that any good manager should have the skills to be
able to move his or her company toward recovery.  Managers often
fail because they do not recognize or acknowledge the warning
signs of a crisis, not because they lacked the relevant management
skills.

Corporate Recovery does not teach managers how to become "crisis
managers."  While the book does provide guidance on what
management skills are required if a company slips into a crisis,
for the most part the authors take a broader view.  Crisis
management involves applying traditional management techniques in
an environment where the patient is seriously ill, both cash and
time are in short supply, and rapid recovery is required.  The
authors suggest that these same skills are necessary when a
company has been acquired and is inevitably undergoing some
changes, improvement of short-time financial performance is
sought, and a company is trying to head off a crisis rather than
pull itself out of one.

The authors give attention to both external and internal factors
and their interrelationship.  The reader is taken chapter by
chapter through all of the stages of distress in a company, from
early warning signs through pervasive problems to moving onto
solid ground and emerging from a turnaround.  The book does not
offer merely an academic analysis of the distinguishing factors of
each stage.  The authors provide relevant, effective action for
each stage of distress.  Different stages require different
actions.  Under circumstances of distress, the enthusiasm and
morale that are signs of a healthy company in normal times cannot
fix the causes of the problems.  Ordinary leadership skills such
as setting a good example and inspiring loyalty will not effect a
turnaround.  Fundamental in a successful turnaround is the actions
taken by a company's key decisionmakers.  Only they are in a
position to make the crucial decisions that can bring an
organization out of distress.

Corporate Recovery is an incomparable guide for managers of
companies in distress.  The book brings clarity to what is often a
clouded, disturbing, and stressful situation, even for the most
experienced decisionmakers.  This book can help an organization's
decisionmakers ward off or minimize hazards to its well being.
For ones who find themselves already in worrisome crisis
situations, it can be an invaluable handbook, no matter what stage
of the crisis.

Slatter is founding member of the Society of Turnaround
Professionals.  He works with corporations on turnarounds and
provides training for managers and executives.  Lovett has
extensive experience in turnarounds and heads his own firm helping
companies improve their operations and financial performance and
restore or increase corporate value.

                            *********

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.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

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., Frederick,
Maryland USA.  Valerie C. Udtuhan, Marites O. Claro, Rousel Elaine
C. Tumanda, Pius Xerxes V. Tovilla, Joy A. Agravante, Marie
Therese V. Profetana and Peter A. Chapman, Editors.

Copyright 2009.  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$625 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 Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *