TCREUR_Public/100915.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, September 15, 2010, Vol. 11, No. 182

                            Headlines



B U L G A R I A

KREMIKOVTZI AD: Auction Fails to Draw Any Bidders, Receiver Says


F R A N C E

RHODIA SA: Moody's Changes Outlook on 'Ba3' Rating to Positive


G E R M A N Y

DECO 7: S&P Downgrades Rating on Class H Notes to 'B- (sf)'
HYPO REAL: Economy Minister Surprised by Need for More Guarantees
OTIX GLOBAL: To Discontinue German Operations


G R E E C E

GLITNIR BANK: Jon Asgeir Johannesson Denies Hiding Assets


I R E L A N D

ALLIED IRISH: KNF to Probe Zachodni Stake Sale to Santander
ALLIED IRISH: Ireland May Take More Stake if Capital Raising Fails
ANGLO IRISH: Moody's Cuts Rating Jr. Subordinated Debt to 'C'
BANK OF IRELAND: Moody's Upgrades Bank Strength Rating to 'D+'
IRISH NATIONWIDE: Savings Arm Attracts Two Potential Bidders

MCINERNEY HOMES: High Court Confirms Appointment of Examiner
QUINN INSURANCE: Barred From Writing New Commercial Business in UK
TBS INTERNATIONAL: Posts US$10.5 Mil. Net Loss in June 30 Quarter


L U X E M B O U R G

BREEZE FINANCE: Moody's Affirms Ratings; Assigns Stable Outlook


N E T H E R L A N D S

GROSVENOR PLACE: Moody's Lifts Rating on Class E Notes to 'Caa1'
WOOD STREET: Fitch Retains Low-B Ratings on Three Classes of Notes


R U S S I A

IRKUT CORP: Moody's Gives Negative Outlook on 'Ba2' Rating
NATIONAL COMPANY: Moody's Confirms Corp. Family Rating at 'Ba3'
NOMOS BANK: Khanty Mansiysk Deal Won't Affect Fitch's 'BB-' Rating
SYNERGY OAO: Fitch Assigns 'B' Long-Term Issuer Default Rating


S P A I N

ABENGOA SA: Moody's Assigns 'Ba3' Corporate Family Rating
ABENGOA SA: Fitch Issues 'BB' Long-Term Issuer Default Rating
PRISA: Expects to Seal US$900MM Equity Injection Next Month
TDA CREDIFIMO: S&P Puts BB-Rated Class D Notes on Watch Negative


U N I T E D   K I N G D O M

BANK OF SCOTLAND: Moody's Changes Outlook on D+ BFSR to Stable
BRITISH AIRWAYS: Customer Service Staff Back New Working Practices
CASTELLUM LTD: In Liquidation; 15 Jobs Affected
CONGREGATIONAL & GENERAL: S&P Gives Pos. Outlook; Keeps BB+ Rating
CONNAUGHT PLC: Jobs Losses Hit 1,400 Following Administration

COVENTRY BUILDING: Moody's Upgrades Jr. Subordinated Debt Rating
LLOYDS BANKING: Moody's Upgrades Dated Subordinated Debt Rating
MUTUAL SECURITIZATION: Moody's Confirms B1 Rtng on Class A1 Notes
SHIP LUXCO: Moody's Assigns 'Ba3' Corporate Family Rating
SKY DEVELOPMENTS: Goes Into Administration




                         *********



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


KREMIKOVTZI AD: Auction Fails to Draw Any Bidders, Receiver Says
----------------------------------------------------------------
Elizabeth Konstantinova at Bloomberg News reports that Tsvetan
Bankov, Kremikovtzi AD's receiver, said  Bulgaria's auction of the
bankrupt steel mill failed to draw any bidders, prompting the
government to cut the price in a later sale attempt.

Bloomberg relates management held a one-hour auction of its steel
production assets on Monday with a starting price set at BGN565.52
million (US$370 million).  Mr. Bankov, as cited by Bloomberg, said
a second auction with direct bidding will be held by Nov. 15 and
the starting price will be cut by 20%.

"I am certain that Kremikovtzi's assets will be sold and its
creditors will be redeemed," Mr. Bankov told reporters in Sofia on
Monday, according to Bloomberg.  "The rail transport network and
the electricity and natural gas distribution grids on the site of
the plant are its biggest asset and should draw investors, when
the price falls."

Bloomberg notes Mr. Bankov said the plant's remaining assets,
valued at some BGN300 million, which include some 300 service
apartments and lands around mines, will be sold at a separate
auction.  No date is set for that yet, Bloomberg states.

As reported by the Troubled Company Reporter-Europe on July 29,
2010, Bloomberg News, citing a report from the receiver, said the
mill's assets total BGN840 million, while debt was estimated at
BGN1.9 billion.  Bloomberg recalled the Sofia City Court declared
Kremikovtzi bankrupt May 31.  The Sofia-based plant was placed in
receivership in 2008 after failing to pay suppliers and investors
holding BGN325 million (US$422 million) of bonds, Bloomberg
disclosed.  Creditors rejected a restructuring plan in October
2009, opting to be repaid under insolvency laws, Bloomberg
recounted.  Bloomberg noted that of the total liabilities, 42% are
owed to state-run power and gas utilities, the state railways and
tax authorities.

                        About Kremikovtzi

Kremikovtzi AD Sofia -- http://www.kremikovtzi.com/-- is a
Bulgaria-based company principally engaged in the steel industry.
Its production capacity includes a complete steel production
cycle, from ore mining to finished products, such as hot rolled
and cold rolled products (coils, slabs, plates, blooms and
billets), different thickness wire rods and tubes.  The Company's
product range also includes coke and chemical products, flat
products, ferro-alloys and metallurgical lime, and other products.
The Company operates through a number of subsidiaries, including
Ferosplaven zavod EOOD, NLA 2000 EOOD, Kremikovtzi Rudodobiv AD,
Metalresource OOD and others.  The Company is 71%-owned by
Finmetals Holding AD.


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


RHODIA SA: Moody's Changes Outlook on 'Ba3' Rating to Positive
--------------------------------------------------------------
Moody's Investors Service has changed the outlook on all ratings
of Rhodia (CFR: Ba3) to Positive from Stable.  All ratings of the
group remain unaffected.

The change in the outlook was prompted by continued strong
operating performance and good control of cash generation in Q2
2010 as well as improved earnings expectations for the second half
of 2010 compared to Moody's expectation at the beginning of fiscal
year 2010.  In Q2 2010, Rhodia reported revenues of EUR1,330
million (+35% year-on-year, +13% on sequential basis) and a
recurring EBITDA of EUR226 million (+104% year-on-year, +2% on a
sequential basis).  The solid operating performance of Rhodia was
supported by good volume growth leading to higher capacity
utilization but also by strong pricing power with a EUR66 million
positive delta between selling price and raw material price
increases in Q2 2010 (cumulative delta of price increases over
input cost increases amounted EUR317 million over the last four
quarters).  Rhodia has been able to capitalize on a very tight
supply / demand balance in polyamide 6.6 following efforts led by
all polyamide industry players to reduce production capacity in
the entire value chain during the latter part of 2008 and 2009.
In addition Rhodia continued to benefit from its high exposure to
emerging economies, which led the early recovery in demand for
chemicals intermediates and specialties over the last four to five
quarters.  As a result Rhodia's positioning within the Ba3 rating
category continued to strengthen with RCF / Net debt and FCF / Net
debt reaching 22% and 13.5% on an LTM June 2010 basis.

Moody's expects Rhodia to continue to benefit from supportive
market conditions in its most cyclical business divisions
Polyamide and Silcea during the second half of fiscal year 2010 as
supply / demand dynamics will continue to favor suppliers.  While
volume growth should start to flatten out on a sequential basis
the operating profitability of the group should remain high.  The
group will also benefit from higher CER earnings as Q2 CERs were
received late and could not be sold.  The acquisition of Feixiang
is expected to close in Q4 2010 (subject to regulatory approval).
Positive rating pressure would be predicated upon Rhodia's ability
to sustain RCF / Net debt in the mid twenties and FCF / Net debt
in the low teens throughout fiscal year 2010 offering Moody's more
comfort that the group will be able to generate RCF / Net debt and
FCF / Net debt in the high teens and mid to high single digits
respectively through the cycle.  Looking into fiscal year 2011
pressure from higher raw material costs alongside lower sequential
volume growth and a fading of the inventory cycle should exert
some moderate pressure on operating margins and cash flows as well
as on free cash flow generation.  The earnings accretion and cash
flow contribution from the integration of the recently announced
acquisition of Feixiang Chemicals (expected to close in Q4 2010)
in 2011 should help compensate any potential moderate shortfall in
earnings and cash flows from Rhodia's existing businesses and
support debt and cash flow metrics at a level commensurate with a
Ba2 rating.

Moody's notes that Moody's recovery expectation for the chemicals
industry and hence for Rhodia is predicated upon a gradual
recovery in growth across all regions with continued stronger
growth patterns anticipated in emerging economies.  The strong
recovery in emerging market economies have been the main driver of
the recovery in the European Chemicals industry.  The derailing of
emerging economies growth and / or a reversal in the recovery of
developed economies, which are concurrently considered as tail
risks could invalidate Moody's assumption underlying the
assignment of a positive outlook to Rhodia.

Moody's would consider upgrading the ratings of Rhodia if the
issuer continues to demonstrate further strong operating
performance in support of its stronger balance sheet position and
its ability to sustainably position its FCF / Net Debt in the mid
to high single digits and its RCF / Net Debt in the high teens.

Moody's could downgrade the ratings should the operating
performance of the Group sustainably deteriorate resulting in
negative free cash flow generation, RCF / Net Debt dropping
sustainably below 10% and Net Debt / EBITDA increasing above 5.0x
on an adjusted basis.

The liquidity profile of Rhodia is strong.  The issuer had EUR928
million of cash & cash equivalents on balance sheet and access to
a largely undrawn EUR600 million revolving credit facility (EUR540
million undrawn at 30th June 2010).  Rhodia has obtained covenant
resets for its revolver in April 2009 and currently enjoys
comfortable headroom under its covenants further supporting the
liquidity situation of the group.  The main cash flow needs over
the next twelve months (Working Capital, capex, modest dividends)
are expected to be covered from operating cash flows.  The
acquisition of Feixiang (expected to be closed in Q4 2010 for
around EUR330 million) will be funded from cash on balance sheet.

The last rating action on Rhodia was on April 29, 2010, when
Moody's assigned a provisional (P)B1 rating to EUR500 million 8-
years (Non callable 4 years) Senior Unsecured Fixed Rate Notes.

Rhodia S.A., headquartered in Paris, France, is a diversified
specialty chemicals group with leading market positions in most of
its business applications.  Rhodia reported consolidated revenues
of EUR4.031 billion and a recurring EBITDA of EUR487 million for
the fiscal year ended 31st December 2009.


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


DECO 7: S&P Downgrades Rating on Class H Notes to 'B- (sf)'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class B, C, D, F, G, and H notes in DECO 7 - Pan Europe 2
PLC's CMBS transaction.  At the same time, S&P affirmed its
ratings on the class A2, X, and E notes and removed from
CreditWatch negative its ratings on classes F, G, and H.

These rating actions follow S&P's review of the remaining loans in
the pool and reflect its revised expectations of potential
principal losses from the loans, particularly the Karstadt Kompakt
loan and the World Fashion Center loan.

This transaction closed in March 2006.  It was initially backed by
10 loans secured on real estate assets in Germany, The
Netherlands, and Switzerland.

The largest loan (representing 30% of the initial pool) has
prepaid, together with three smaller loans, and the note balance
has reduced by 56%, to ?683.8 million from ?1,556.2 million.  Due
to the increased credit enhancement, in December 2007 S&P
subsequently upgraded the class B notes to 'AAA (sf)', the class C
notes to 'AA+ (sf)', and the class D notes to 'AA (sf)'.

In 2009, S&P placed the class D to G notes on CreditWatch negative
in the context of its sector review.  S&P had placed the class H
notes on CreditWatch negative in August 2008, and then lowered the
rating and kept it on CreditWatch negative in November 2008.  S&P
subsequently affirmed the ratings on the class D and E notes in
January 2010, and S&P kept the ratings on the class F to H notes
on CreditWatch negative, given the uncertainties surrounding the
workout of the Karstadt Kompakt loan.  S&P now believe S&P has
more visibility regarding this process.

                    The Karstadt Kompakt Loan

The property portfolio now consists of 45 retail properties
located throughout Germany, which were let under the Hertie
department stores brand until Hertie defaulted in July 2008.  The
assets are generally located in small to medium-sized cities or in
suburban locations of major cities, and are either constructed as
three- to five-storey department stores or as two-storey malls.

The loan balance has reduced to ?188.7 million from ?305.6 million
at closing, following substantial asset sales.  The loan-to-value
(LTV) ratio now stands at 75.3%, based on a valuation in April
2008.

The administrator for Hertie decided in 2008 that ongoing
operation of the shops was not possible, and the assets were
subsequently vacated.  Apart from a few subtenants, no rental
income has been received since August 2008 and the loan was placed
on demand in September 2008.  The loan is now current, however,
because a portion of the sales proceeds was used on each interest
payment date (IPD) to pay the interest, together with the income
from the subtenants.  The loan was not transferred to special
servicing.

Since October 2008, 16 assets have been sold at combined net sales
proceeds of ?86.2 million.  The loan amount allocated against
these properties was ?65.2 million, meaning that excess funds were
available to pay interest and amortize the loan.  On average, the
net sales proceeds were 25% higher than the vacant possession
value, as calculated by DTZ in 2008.

S&P believes there is, however, a risk that the disposed assets
were generally of an above-average quality compared with the
entire portfolio, which helped speed up the recovery process, but
which may lead to a position where the remaining assets become
increasingly difficult to dispose of.

Accordingly, S&P has stressed the recovery prospects for a portion
of the remaining property pool in S&P's analysis.

                  The World Fashion Centre Loan

This loan is secured on two properties in Amsterdam--one office
property comprising three office towers, and one exhibition hall
with an adjoining office tower.  The loan balance has reduced to
?107 million from ?117 million since closing, due to scheduled
amortization.  This has resulted in a reduced LTV ratio of 72.9%,
which, however, is based on a value that has not been updated
since 2005.  The debt service coverage ratio has reduced to 1.11x,
which is below the cash trap covenant at 1.15x.

There are approximately 300 tenants in the property--primarily
fashion companies and designers.  Due to the nature of the asset,
the leases are of a short-term nature and consequently, there is a
significant amount of tenant turnover.  The weighted-average lease
term is only 2.4 years.  As a result, the net operating income
(NOI) has been unstable since closing.

The general trend in the property performance has been negative in
recent months.  Although occupancy rates remained relatively
stable, the NOI has reduced, suggesting that the borrower was
required to accept lower rents to maintain the current occupancy
rate.  The NOI per occupied area has reduced since closing and now
stands at ?10.56 per sq m, compared with ?14.31 per sq m at
closing.

If this trend continues, there is an increased risk that there
will be insufficient income to service the debt.  Moreover, a
reducing income will have a negative impact on the property value
and consequently on the refinance prospects of the loan at its
maturity date in 2011, or at an earlier date if the loan defaults
during the term.

                         The Procom Loan

The Procom loan is the next to mature, in October 2010.  This loan
is secured on eight multi-tenanted retail properties located
across Germany.  The senior LTV ratio is currently reported as
75.7% and the interest coverage ratio stands at 2.54x.  S&P
understand that the servicer has approached the borrower regarding
the upcoming repayment date of this loan earlier in the year.  S&P
do not currently have any information regarding the progress of
the refinancing, however, and S&P will continue to monitor the
issue as the loan maturity date approaches.

                         The Other Loans

The other three loans--Tiago, Coop, and Schmeing--are secured on
office and retail properties in Germany and Switzerland.  These
loans are characterized by comparably high ICRs of between 2.5x
and 2.7x, backed by tenants that market participants would
perceive as strong covenants, in S&P's view.  These loans are
scheduled to mature in 2012 and 2013.

S&P's analysis leads us to conclude that the creditworthiness of
the underlying loan pool is now insufficient to maintain the
current ratings, and S&P has therefore taken rating actions on the
class B, C, D, F, G, and H notes.  Particularly regarding the
bottom of the capital structure, S&P is of the opinion that the
current credit enhancement to the investment-grade-rated notes
(class G, 5.2%), was insufficient to reflect the risks associated
with the loans.

                           Ratings List

                     DECO 7 - Pan Europe 2 PLC
       ?1.556 Billion Commercial Mortgage-Backed Variable-
                      and Floating-Rate Notes

                          Ratings Lowered

                                  Rating
                                  ------
               Class       To               From
               -----       --               ----
               B           AA+ (sf)         AAA (sf)
               C           A+ (sf)          AA+ (sf)
               D           A (sf)           AA (sf)

      Ratings Lowered and Removed From CreditWatch Negative

                           Rating
                           ------
        Class       To               From
        -----       --               ----
        F           BBB- (sf)        BBB (sf)/Watch Neg
        G           BB- (sf)         BBB- (sf)/Watch Neg
        H           B- (sf)          B+ (sf)/Watch Neg

                         Ratings Affirmed

                        Class       Rating
                        -----       ------
                        A2          AAA (sf)
                        E           BBB (sf)
                        X           AAA (sf)


HYPO REAL: Economy Minister Surprised by Need for More Guarantees
-----------------------------------------------------------------
Brian Parkin at Bloomberg News reports that German Economy
Minister Rainer Bruederle said he was surprised about Hypo Real
Estate Holding AG's need for additional state guarantees.

"The news surprised me but I don't see that bankruptcy is an
alternative," Bloomberg quoted Mr. Bruederle as saying in an
interview with ARD television.  "I'm not a friend of government
stakes and we must ensure that we withdraw in stages when
possible."

As reported by the Troubled Company Reporter-Europe on Sept. 13,
2010, the Soffin bank-rescue fund, as cited by Bloomberg News,
said Hypo Real Estate will get EUR40 billion (US$50.7 billion) of
state guarantees to safeguard restructuring efforts.  Bloomberg
disclosed Soffin said in a statement on Friday the infusion will
swell government guarantees to the Munich-based lender to EUR142
billion.

                      About Hypo Real Estate

Germany-based Hypo Real Estate Holding AG (FRA:HRXG) --
http://www.hyporealestate.com/-- is a German holding company for
the Hypo Real Estate Group.  It is an international real estate
financing company, combining commercial real estate financing
products with investment banking.  The Company divides its
operations into three business units: Commercial Real Estate,
which provides real estate financing on the international and
German market; Public Sector & Infrastructure Finance, and Capital
Markets & Asset Management.  Hypo Real Estate Group operates
through a number of subsidiaries, including, among others, Hypo
Real Estate Bank International AG that focuses on Pfandbrief-based
commercial real estate financing in all international markets, and
offers large-volume investment banking and structured finance
transactions; Hypo Real Estate Bank AG that focuses on the
commercial real estate financing and refinancing business in
Germany, and DEPFA Bank plc in Dublin, Ireland, which is a
provider of public finance.


OTIX GLOBAL: To Discontinue German Operations
---------------------------------------------
Otix Global, Inc. has decided to discontinue its operations in
Germany as of September 14, 2010.  In explaining this decision,
Sam Westover, Chairman and CEO of Otix stated, "the regulatory
obstacles in Germany have dramatically impacted the feasibility of
stability of our business and, as a result, we have made the
decision to discontinue our operations."

Otix Global designs, develops, manufactures and markets advanced
digital hearing aids designed to provide the highest levels of
satisfaction for hearing impaired consumers.


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


GLITNIR BANK: Jon Asgeir Johannesson Denies Hiding Assets
---------------------------------------------------------
Rowena Mason at The Daily Telegraph reports that Jon Asgeir
Johannesson, the former billionaire owner of UK high street retail
group Baugur, has denied hiding his assets in a "complex web" of
offshore accounts, as he fights a US$2 billion lawsuit against
him, his wife and ex-colleagues.

Mr. Johannesson, whose retail group owned huge stakes in
Woolworths, Iceland Foods and House of Fraser, among others, is
being sued in New York by Glitnir, the report discloses.  The bank
claims he has hidden money borrowed from Glitnir across the world,
the report states.

According to the report, in court documents, the bank alleges a
"cabal of businessmen led by convicted white-collar criminal Jon
Asgeir Johannesson, engaged in a sweeping conspiracy to wrest
control of Iceland's Glitnir Bank to fill their pockets and prop
up their own failing companies".

Mr. Johannesson, who claims he is down to his last GBP1 million,
refutes all the allegations and has tried to get the case
dismissed, the report discloses.

The report notes in an affidavit, Alexander Gudmundsson, the ex-
finance director of Glitnir, claimed that chief executive Larus
Welding "was too close to the bank's owners and that the bank was
making loans to related parties [that were] too many and too
large".  He says he saw evidence that Mr. Johannesson had "direct
input" and "significant influence" over Mr. Welding, according to
the report.

                        About Glitnir Banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services to
corporation, financial institutions, investors and individuals.

Iceland's government took control of Glitnir, along with two other
financial institutions -- Landsbanki Islands hf and Kaupthing Bank
hf -- after it failed to obtain short-term funding.  The District
Court of Reykjavik granted a Moratorium order on Glitnir on
Nov. 24 2008.  Glitnir said the Moratorium is not a bankruptcy
proceeding and does not affect its banking licenses or its ability
to operate as a bank.  The Moratorium is a specialized proceeding
under Icelandic law designed to provide it with appropriate global
protection from legal action taken by its creditors, Glitnir
pointed out.

Steinunn Gudbjarsdottir, as the duly authorized foreign
representative for Glitnir banki hf, sought creditor protection
for the bank under Chapter 15 of the U.S. Bankruptcy Code on
November 26, 2008 (Bankr. S.D.N.Y. Case No. 08-14757).  According
to Bloomberg, Glitnir's assets in the United States comprised of
bank accounts and loans provided to U.S. companies.  The company,
Bloomberg citing papers filed with the Court, issued 22 short- and
long-term notes for about US$7 billion in the country.

Judge Stuart M. Bernstein presides over the case.  Gary S. Lee,
Esq., at Morrison & Foerster LLP in New York, serves as counsel to
the foreign representative.  The Chapter 15 petition estimated
both assets and debts to be more than US$1 billion.

On January 6, 2009, Judge Bernstein issued an order recognizing
the bank's restructuring proceedings in Iceland.


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I R E L A N D
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ALLIED IRISH: KNF to Probe Zachodni Stake Sale to Santander
-----------------------------------------------------------
Simon Carswell and Zuzanna Reda at The Irish Times report that
Poland's financial regulator KNF is to investigate whether Allied
Irish Banks Plc's sale of Bank Zachodni WBK to Spain's Banco
Santander was conducted in line with Polish law and whether there
were any irregularities in the transaction.

According to The Irish Times, the regulator will examine
Santander's deal to buy the Irish bank's 70% stake in BZ WBK to
see if confidential information was exchanged in advance.

The Irish Times relates KNF said there had been some concerns
raised about the transaction and that, as was normally the case on
such transactions, the regulator would examiner whether
confidential information such as results forecasts was revealed to
potential buyers.

The Irish Times notes a spokeswoman for the KNF said the
investigation would be the standard inquiry followed after such a
transaction in Poland.  "If irregularities were found, we will
proceed to further inspection which would depend on the type of
irregularities," The Irish Times quoted the spokeswoman as saying.

KNF must approve Santander's takeover of the Polish bank, which
analysts expect to take several months to reach completion, The
Irish Times discloses.

According to The Irish Times, the spokeswoman said KNF would
consider Santander's financial condition in the context of
Spain's, and Santander's offer for the remaining shares in BZ WBK
could not be lower than the PLN227 a share it agreed to pay AIB.

As reported by the Troubled Company Reporter-Europe on Sept. 14,
2010, Bloomberg News said Banco Santander SA, Spain's biggest
bank, agreed to buy AIB's stake in BZ WBK for EUR2.94 billion
(US$3.7 billion) to expand in Poland as growth in Western Europe
stalls.  Bloomberg disclosed Santander said in a statement on
Friday that the Spanish bank will also buy the Irish lender's
stake in BZ WBK Asset Management for a further EUR150 million in
cash.

As reported by the Troubled Company Reporter-Europe, Bloomberg
said Allied Irish is selling its stake in Zachodni as it seeks to
raise EUR7.4 billion (US$9.4 billion) to reach new capital
standards.

Allied Irish Banks, p.l.c., together with its subsidiaries --
http://www.aibgroup.com/-- conducts retail and commercial banking
business in Ireland.  It also provides corporate lending and
capital markets activities from its head office at Bankcentre and
from Dublin's International Financial Services Centre.  The Group
also has overseas branches in the United States, Germany, France
and Australia, among other locations.  The business of AIB Group
is conducted through four operating divisions: AIB Bank Republic
of Ireland division, Capital Markets division, AIB Bank UK
division, and Central & Eastern Europe division.  In February
2008, the Group acquired the AmCredit mortgage business in the
Baltic states of Latvia, Lithuania and Estonia.  In September
2008, the Group also acquired a 49.99% shareholding in BACB.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on July 23,
2010, Moody's Investors Service affirmed AIB's long-term bank
deposit and debt ratings.  These are A1 for long-term bank
deposits and senior debt, A2 for dated subordinated debt, Ba3 for
undated subordinated debt, B1 for cumulative tier 1 securities and
Caa1 for non-cumulative tier 1 securities.  Moody's said the
outlook on these ratings is stable.  AIB's bank financial strength
rating of D, which maps to Ba2 on the long term rating scale, with
a positive outlook was unaffected by the rating action.


ALLIED IRISH: Ireland May Take More Stake if Capital Raising Fails
------------------------------------------------------------------
Joe Brennan at Bloomberg News reports that Allied Irish Banks Plc,
which raised EUR2.5 billion (US$3.2 billion) selling assets in
Poland, has got another three months to find twice that much to
avoid being taken over by the government.

Ireland's second-largest lender was ordered in March by the
regulator to raise EUR7.4 billion by the end of the year, with the
Finance Ministry ready to step in if the Dublin-based bank failed,
Bloomberg says.

Bloomberg relates the government nationalized Anglo Irish Bank
Corp. last year and pumped a combined EUR7 billion into Bank of
Ireland Plc and Allied Irish to help keep them alive.  The state
already has an 18.77% stake in Allied Irish, and said it's
prepared to take control if necessary, Bloomberg notes.

According to Bloomberg, Colm Doherty, Allied Irish's managing
director, said the company is selling its U.K. division,
comprising a business bank in Britain and a consumer branch
network in Northern Ireland, as well as its 22.4% stake in U.S.
regional lender M&T Bank Corp., and Zachodni.

Allied Irish can raise EUR4.5 billion from its three foreign
assets, leaving a EUR2.9 billion shortfall, Emer Lang, an analyst
with Dublin-based securities firm Davy, said, according to
Bloomberg.  Bloomberg notes Mr. Doherty said he would approach
shareholders and, most likely, the government in the fourth
quarter to get more money.

Allied Irish Banks, p.l.c., together with its subsidiaries --
http://www.aibgroup.com/-- conducts retail and commercial banking
business in Ireland.  It also provides corporate lending and
capital markets activities from its head office at Bankcentre and
from Dublin's International Financial Services Centre.  The Group
also has overseas branches in the United States, Germany, France
and Australia, among other locations.  The business of AIB Group
is conducted through four operating divisions: AIB Bank Republic
of Ireland division, Capital Markets division, AIB Bank UK
division, and Central & Eastern Europe division.  In February
2008, the Group acquired the AmCredit mortgage business in the
Baltic states of Latvia, Lithuania and Estonia.  In September
2008, the Group also acquired a 49.99% shareholding in BACB.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on July 23,
2010, Moody's Investors Service affirmed AIB's long-term bank
deposit and debt ratings.  These are A1 for long-term bank
deposits and senior debt, A2 for dated subordinated debt, Ba3 for
undated subordinated debt, B1 for cumulative tier 1 securities and
Caa1 for non-cumulative tier 1 securities.  Moody's said the
outlook on these ratings is stable.  AIB's bank financial strength
rating of D, which maps to Ba2 on the long term rating scale, with
a positive outlook was unaffected by the rating action.


ANGLO IRISH: Moody's Cuts Rating Jr. Subordinated Debt to 'C'
-------------------------------------------------------------
Moody's Investors Service said that it is maintaining its review
for possible downgrade on the A3/P-1 deposit and senior debt
ratings, and on the Ba1 subordinated debt rating of Anglo Irish
Bank Corporation.  The junior subordinated debt is downgraded to C
from Caa2.  The backed-Aa2 rating (stable outlook) on the
government guaranteed debt, the C rating on the bank's tier 1
securities and the E bank financial strength rating - mapping to
Caa1 on the long-term scale - are unaffected by this rating
action.

                        Ratings Rationale

The new plan of the Irish government is to split Anglo Irish into
a "Funding Bank" to which all deposits will be transferred and an
"Asset Recovery Bank" which will retain the assets that are not
transferred to NAMA, together with the remaining liabilities,
including all rated debt.  At this stage, several uncertainties
remain, including a) availability of ongoing support for the ARB
and its liabilities in view of likely further deterioration of its
asset base; and b) European Commission approval and any attached
conditions.  As a result significant uncertainties still remain.

The review for possible downgrade on Anglo Irish's senior debt
instruments will therefore continue and will focus primarily on
the potential support from the Irish government, as well as on the
final form of the bank and any potential implications for its
debt.

Given the proposed long-term wind-down of the bank, and the bank's
poor standalone fundamentals, as evidenced by the E BFSR and the
likelihood that the bank will require further capital, there is
significant downward pressure on the ratings.  As a result, if
effective guarantees are not put in place for the senior debt,
then these ratings would almost certainly move down, potentially
to the sub-investment grade range.  Moody's would note, however,
that there is the potential for the senior ratings to be upgraded
if, following the reorganization, guarantees are put in place by
the Irish government, although this would also depend on the form
that those guarantees may take.

The review on the dated subordinated rating also remains in place,
pending the final details of the reorganization.  In Ireland, as
in most countries, the authorities have so far not imposed losses
on dated subordinated debt outside of a liquidation scenario.
However, due to the possibility of greater burden sharing at Anglo
Irish and the longer maturity structure of this debt, Moody's
believe that it may be at significantly greater risk.

            Downgrade of the Junior Subordinated Debt

The junior subordinated debt of the bank has been downgraded to C.
This reflects that coupons have been deferred on these instruments
and that the likelihood of these cumulative coupons being
restarted is very low, post the likely reorganization.  This
concludes the review on the junior subordinated, initiated on
December 8, 2009.

Moody's aims to complete the review of the bank's ratings
following the clarification of any support mechanisms for ARB's
liabilities, even if some final uncertainty remains until the
European Commission has approved the bank's restructuring plan.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, public information, confidential
and proprietary Moody's Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


BANK OF IRELAND: Moody's Upgrades Bank Strength Rating to 'D+'
--------------------------------------------------------------
Moody's Investors Service upgraded the bank financial strength
rating of Bank of Ireland to D+ from D.  The D+ maps to Baa3 on
the long-term scale and the D mapped to Ba2.  The outlook on the
BFSR is stable.  The other ratings of the bank, including the A1
(stable) / Prime-1 bank deposit and senior debt ratings, are
affirmed.

The BFSR of ICS Building Society was also upgraded to D+ (mapping
to Baa3 on the long-term scale) from D/Ba2, in line with that of
its parent.  The outlook on the A2 long-term bank deposit rating
of the society was changed to negative.

These changes conclude the review on the two institution's BFSR's
initiated on March 31, 2010.

      Rationale for Upgrade Of The BFSR Of Bank Of Ireland

Ross Abercromby, Vice President and Senior Analyst for Bank of
Ireland at Moody's, commented: "Throughout this year there has
been a substantial improvement in the creditworthiness of Bank of
Ireland as a result of a number of factors.  These include the
raising of EUR2.94 billion of equity capital, the transfer of two
tranches of loans to the National Asset Management Agency (NAMA)
at an average discount of 35% - which has been the lowest among
the rated Irish banks -, and the approval by the European
Commission of the bank's restructuring plan".

He continued: "We assume that the the remaining assets that are to
be acquired by NAMA will have a similar discount to those already
transferred.  This -- together with the impairment of the
remaining assets -- is sufficiently covered in Moody's base
scenario by the successful capital increase.  Some vulnerability
remains to Moody's stress scenario, which is reflected in the D+
BFSR." With regards to the assets that are not transferred to
NAMA, Moody's also noted that early indications suggest the
impairment charge on these may have peaked (EUR893 million in the
first half of 2010, compared to EUR1.417 billion in the second
half of 2009).  However Moody's still considers that the
profitability of Bank of Ireland will remain pressured from
elevated impairments over 2010 -- 2012 on the non-NAMA assets.
The pressure is likely to come from the large residential mortgage
book in Ireland as unemployment remains high, and from the
business banking sector in Ireland that is likely to remain
challenged as a result of the substantial fall in economic
activity.

Beyond the removal of toxic real estate exposure, the NAMA process
is improving the credit profile of the bank in two further ways:
(i) it is helping to reduce single-name concentrations (that were
already lower than Irish peers), and (ii) it helps to improve the
liquidity profile as the removal of the loans reduces the bank's
funding, and the transferred loans are acquired by NAMA with Irish
government guaranteed bonds that are pledgable at the ECB.

Furthermore, the rating agency said that the recent capital
raising of the bank has greatly improved the quality of the
capital base.  The capital was raised through a variety of means
including a placement to new international investors, a debt to
equity swap (on certain tier 1 and upper tier 2 securities),
conversion of an element of the government's preference shares and
a fully underwritten rights issue.  Net of costs and the buying-
out of warrants that were attached to the government preference
shares the bank raised EUR2.94 billion of equity, which went
beyond the required EUR 2.66 billion required by the Irish
regulator.  Following this process the Irish government now owns
36% of the bank and at end-June 2010 the core Tier 1 ratio was
10.2%, up from 8.9% at end-2009.

In addition to the ongoing burden stemming from the impairment of
the non-NAMA assets, the D+ BFSR also incorporates other
challenges facing the bank such as (i) the wind-down of the large
portfolio of non-core assets of which the largest part is the UK
intermediary distributed mortgage book (EUR30 billion at end-June
2010) and, along with that, a reduction in the bank's relatively
high utilisation of wholesale funding; (ii) the sale of businesses
due to European Commission requirements in return for approval of
the state aid; and (iii) the risk of a further downturn in the
economies of Ireland and the UK.

    Rationale for Stable Outlook on the BFSR of Bank Of Ireland

"Moody's is of the opinion that the measures taken by Bank of
Ireland to restructure the bank and to reduce the risk profile,
mean that its standalone credit strength is well captured at the
D+ standalone rating level with limited downside risks and this
supports the stable outlook", said Abercromby.  "At the same time,
Moody's do not expect further upward pressure on the rating until
the bank has been able to progress significantly in its
restructuring process, including the completion of the NAMA
process; and until it has established a track record of
unguaranteed debt issuance as Moody's note that in the current
market environment access to capital markets remains difficult for
any Irish bank.  Further evidence that impairment charges on the
non-NAMA assets are falling would also be important as an
indicator" Abercromby added.

           No Impact on Deposit and Senior Debt Ratings

Importantly for the bank deposit and senior debt ratings of Bank
of Ireland the Irish government continues to be extremely
supportive and this is the key factor in the high levels of uplift
incorporated into the A1 senior rating of the bank.  Given that
the Irish government now owns 36% of the bank and that Bank of
Ireland's strong Irish franchise has been relatively unaffected
Moody's expect government support to remain very high.

Moody's noted that coupon payments on the banks tier 1 and junior
subordinated securities are expected to be resumed in 2011.  If
this were to happen then this could lead to upward pressure on
these ratings; currently the bank's junior subordinated debt is
rated Ba3, the cumulative preference shares B1 and the non-
cumulative preference shares Caa1.

                ICS Building Society Rating Actions

The BFSR of ICS Building Society has also been upgraded to D+
(Baa3) reflecting how highly integrated it is into Bank of Ireland
(its funding requirements [over and above its deposit base],
liquidity management and market risk management are all
centralized in BoI), and indeed it is managed as a part of the
retail operations of Bank of Ireland.  However ICS Building
Society needs to be sold following the negotiations with the
European Commission.  The bank has a multi-year period in which to
sell ICS, but this will require a substantial restructuring
because as well as providing a servicing capability to its parent
for the Irish mortgage book, Bank of Ireland is only required to
sell a minimum of EUR2 billion of loans as well as deposits that
at end-2009 totaled EUR4.4 billion.  The change in outlook to
negative reflects that, in Moody's opinion, any sale is likely to
be to a lower rated domestic entity given the small scale of ICS
Building Society.

The last rating actions on Bank of Ireland and on ICS Building
Society were on March 31, 2010, when the D bank financial strength
rating of both institutions were placed on review for possible
upgrade.  In addition on July 21, 2010, the government guaranteed
long-term debt of Bank of Ireland was downgraded to Aa2 (stable
outlook) from Aa1 (negative outlook).

Bank of Ireland is headquartered in Dublin, Ireland and at end-
June 2010 reported total assets of EUR180.4 billion.  ICS Building
Society is headquartered in Dublin, Ireland and at end-2009
reported total assets of EUR13.6 billion.


IRISH NATIONWIDE: Savings Arm Attracts Two Potential Bidders
------------------------------------------------------------
Laura Noonan at Irish Independent reports that two bidders are
interested in acquiring the savings arm of Irish Nationwide.

The report says the move is unlikely to save many of the 400 jobs
at risk in Irish Nationwide, since both potential new owners would
slot the savings business into their existing operations.

The report relates the development comes after it emerged the
European Commission is poised to pull the plug on Irish Nationwide
after deciding the society has no viable future.  Led by disgraced
banker Michael Fingleton, Irish Nationwide racked up billions of
losses despite its tiny scale, prompting the State to step in with
a EUR2.7 billion bailout earlier this year, the report recounts.

According to the report, there is significant commercial interest
in acquiring the EUR4 billion deposit book of Irish Nationwide
amongst the bidders for EBS Building Society.  That field of
bidders is led by Irish Life & Permanent and a consortium
including international investment group Cardinal Capital, the
report discloses.

Irish Nationwide Building Society, headquartered in Dublin, had
total assets of EUR14.4 billion at year-end 2008.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Sept. 6,
2010, Fitch Ratings upgraded the Individual rating of Irish
Nationwide Building Society to 'E' from 'F'.  The upgrade of
INBS's Individual Rating to 'E' recognizes the government's
injection of EUR2.7 billion capital into the society, but also
acknowledges that the society is still likely to require further
external support.  The sale at a loss of loans to NAMA is likely
to lead the society to report losses in 2010 which Fitch expects
to be larger than the society's capital base.  Fitch thus expects
that the society will require additional capital to comply
with the Irish Financial Regulator's minimum capital requirements
of an 8% Tier 1 capital ratio by end-2010.


MCINERNEY HOMES: High Court Confirms Appointment of Examiner
------------------------------------------------------------
The Irish Times reports that the High Court has confirmed the
appointment of an examiner to McInerney Homes and a number of
related companies.

The report relates Mr. Justice Frank Clarke ruled that examiner
William O'Riordan of PricewaterhouseCoopers must address a number
of issues of concern to the court by early October or the process,
opposed by a syndicate of three banks which are owed EUR113
million by McInerney, could be terminated.   Mr. O'Riordan was
confirmed as examiner to McInerney Homes Ltd, Cleaboy Business
Park, Waterford, McInerney Holdings Public Limited Company,
McInerney Construction Holdings Ltd., McInerney Contracting Ltd.
and McInerney Contracting Dublin Ltd., the report says.

According to the report, Mr. Justice Clarke said he believed there
were three ways in which the company could be saved.  The first
was if the banking syndicate, through the examinership process,
could come to an arrangement with the companies and the investor,
the report says.  Secondly, the existing banks could stay on as
lenders against their wishes or, thirdly, a new bank or syndicate
could take over the existing loans at a reduced amount, the report
discloses.

The judge wanted "a clear view from the examiner" in his report if
there was any reality to the prospect of the banks, McInerney and
their investors negotiating a settlement, the report notes.  The
report relates the judge said the report must address whether
other banking arrangements can be entered into and if there are
any legal impediments preventing the banks from being forced to
stay on as lenders to the firm against their wishes.

Should the process be allowed continue the examiner has until the
end of November to put together a scheme of arrangement that will
ensure McInerney's survival, the report states.

As reported by the Troubled Company Reporter-Europe on Aug. 30,
2010, The Irish Times said that the High Court on Aug. 26 gave
McInerney Homes protection from its creditors in the first case of
its kind to involve a business with debts destined for the
National Asset Management Agency.  The Irish Times disclosed the
company owes a total of EUR111 million to creditors.

McInerney Homes is an Irish housebuilder.


QUINN INSURANCE: Barred From Writing New Commercial Business in UK
------------------------------------------------------------------
Ciaran Hancock and Steven Carroll at The Irish Times report that
the Financial Regulator on Monday decided not to allow Quinn
Insurance Limited (QIL), which is in administration, to write new
commercial business in the UK.

The regulator initially blocked QIL from writing any new business
in the UK but subsequently allowed the administrators to re-enter
the motor market, the report relates.

In May, the administrators -- Michael McAteer and Paul McCann of
Grant Thornton -- made an application to write new commercial
lines, the report discloses.  That request was rejected on Monday,
the report notes.

According to the report, the administrators said the regulator had
concluded that these proposals required additional capital that
QIL was not able to provide.  The report says this might be
reviewed once additional capital and appropriate solvency levels
have been attained.  Quinn Insurance Ltd. is for sale with the
administrators seeking first-round bids by Sept. 17, the report
discloses.

The report notes the regulator said the decision does not affect
QIL's authorization to write UK private motor insurance or its
general business in the UK.

According to the report, Quinn Group has heavily criticized the
Financial Regulator's decision.  The report relates Quinn Group
said commercial UK business was QIL's most "profitable" line in
2009 and 2010 and the decision "should be reconsidered" by the
regulator.  Quinn Group remains Quinn Insurance's ultimate
shareholder, even though the regulator appointed joint
administrators on March 30, the report notes.

As reported by the Troubled Company Reporter-Europe, The Irish
Times disclosed the Financial Regulator put the insurer
into administration last March after his office discovered
guarantees had been provided by Quinn Insurance subsidiaries as
far back as 2005 on Quinn Group debts of more than EUR1.2 billion.
The regulator said the guarantees reduced the amount the firm had
in reserve to protect policyholders against possible claims,
putting 1.3 million customers at risk, according to The Irish
Times.

Quinn Insurance has more than 20% of the motor and health
insurance market in Ireland.  Employing almost 2,800 people in
Britain and Ireland, it was founded in 1996 and entered the UK
market in 2004.


TBS INTERNATIONAL: Posts US$10.5 Mil. Net Loss in June 30 Quarter
-----------------------------------------------------------------
TBS International plc filed its quarterly report on Form 10-Q,
reporting a net loss of US$10.5 million on US$111.2 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of US$16.9 million on US$72.2 million of revenue for the
same period of 2009.

The Company believes that its liquidity and capital resources are
sufficient to meet its obligations for the foreseeable future.  As
of June 30, 2010, the Company had a working capital deficit of
US$33.1 million, which the Company plans to reduce through cost
containment efforts and cash flow from operations.

The Company's balance sheet as of June 30, 2010, showed
US$918.8 million in total assets, US$396.6 million in total
liabilities, and stockholders' equity of US$522.2 million.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company believes it will not be in compliance with the
financial covenants under its credit facilities during 2010, which
under the agreements would make the debt callable.  "This has
created uncertainty regarding the Company's ability to fulfill its
financial commitments as they become due."

In its latest 10-Q, the Company discloses that in May 2010 the
Company finalized the amendment of its credit agreements.  The
amended credit agreements set new financial covenant levels,
eliminated the minimum consolidated tangible net worth
requirement, increased bank margins and provided a new EBITDA
calculation.  The Company anticipates that it will meet the
amended covenant requirements during the next twelve months making
the debt no longer callable, and the long-term portion of
outstanding debt was recorded as long-term on the consolidated
balance sheet at June 30, 2010.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6b16

Dublin 2, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of TBS
International plc until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


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


BREEZE FINANCE: Moody's Affirms Ratings; Assigns Stable Outlook
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Breeze
Finance S.A. and assigned a stable outlook to the Ba2 underlying
rating of its EUR287 million, 4.524% Class A Guaranteed Secured
Bonds due 2027, and to the B2 underlying rating of its EUR84
million, 6.708% Class B Secured Bonds due 2027.

The underlying rating of the Class A Bonds reflects; (i) the
regulated nature of the cashflow stream; (ii) the below base case
availability figures for the portfolio; (iii) the wind conditions
experienced on the portfolio to date, which have been
substantially below the P50, 20-year forecast; (iv) the
subordination of the Class A Bond debt service reserve account,
once drawn, to repayments of principal and interest on the Class B
Bonds; and (v) the current debt service coverage ratio of 1.23x
for the Class A Bonds.

The Class A Bonds benefit from an unconditional and irrevocable
guarantee of scheduled principal and interest under a financial
guarantee insurance policy issued by MBIA UK Insurance Limited
(rated B3, negative outlook).  The insured rating of the Class A
Bonds is the higher of (i) MBIA's insurance financial strength
rating; and (ii) the published underlying rating of the Class A
Bonds.  However, as MBIA's rating is lower than the underlying
rating, the insured rating of the Class A Bonds is determined by
the underlying rating.

The underlying rating of the Class B Bonds reflects; (i) the
subordination of cash available for debt service for servicing
principal and interest on the Class B Bonds; (ii) the full
utilization of the debt service reserve account for the Class B
Bonds; (iii) the ability to defer interest and principal; and (iv)
the likely deferral of repayment of principal on the October 2010
repayment date.

The stable outlook for the Bonds reflects the long-term nature of
the energy production forecast for wind.  Although current wind
conditions are poor they should improve.  There is insufficient
data at present to conclude that the wind conditions in Germany
are permanently impaired, however a continuation of depressed wind
conditions for the portfolio will put downward pressure on the
rating of the Bonds.  A number of consecutive years of reporting
revenues in line with the P50 energy production forecast would put
upward pressure on the underlying rating of the Bonds.

Moody's first assigned ratings to these Bonds on August 21, 2006.
The last rating action was implanted on September 14, 2009, when
the underlying rating of the Class A Bonds and the Class B Bonds
was downgraded to Ba2 and B2, respectively.


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


GROSVENOR PLACE: Moody's Lifts Rating on Class E Notes to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Class E
notes and withdrawn the rating of Class P Combination Notes issued
by Grosvenor Place CLO I:

  -- EUR10M Class E Deferrable Interest Floating Rate Notes due
     2021 Notes, Upgraded to Caa1 (sf); previously on Sep 17, 2009
     Downgraded to Caa3 (sf)

  -- EUR3M Class P Combination Notes due 2021 Notes, Withdrawn;
     previously on Sep 17, 2009 Downgraded to Caa3 (sf)

                        Ratings Rationale

Grosvenor Place CLO I, issued in June 2006, is a multicurrency
collateralized loan obligation backed by a portfolio of mostly
high yield European loans for approximately EUR381 million and
managed by CQS Cayman Limited Partnership.  This transaction has 2
years remaining till the end of reinvestment period.

The portfolio is composed of a majority of senior secured debt but
also some mezzanine loans, with assets denominated in EURO, GBP
and US$, issued by 57 obligors from 17 various industries, the
majority of which are Media, Capital Equipment, Healthcare &
Pharmaceuticals, and Hotel, Gaming & Leisure.

According to Moody's, the upgrade rating action taken on the notes
results primarily from the increase of the aggregate collateral
balance since last rating action driven by reinvestment of the
sales proceeds from defaulted and credit impaired assets by the
collateral manager.  As a result, the overcollateralization tests
and Interest Reinvestment test have come back into compliance,
which allows interest to be paid to junior tranches.  As of the
latest trustee report dated July 8, 2010, the Class A/B, Class C,
Class D and Class E overcollateralization ratios are reported at
123.9%,116.7%, 111.7% and 108.4% respectively, versus August 2009
levels of 118.4%, 111.4%, 106.6% and 103.55% respectively.  In
addition, the WARF has improved from 2700 last August to 2562 as
per the trustee report.

The deal also experienced a decrease in defaulted assets and Caa
assets.  The proportion of defaulted securities has decreased to
0.36% from 4.5% of the portfolio in August 2009.  The proportion
of securities from issuers rated Caa1 and below has decreased to
6.5% from 11.8% of the portfolio in August 2009.

The credit rating on the Class P Combination Notes have been
withdrawn as the obligation has been split back into its original
components and is therefore no longer outstanding.

In the base case, Moody's analyzed the underlying collateral pool
with a stressed default probability at 4.5 years of 29% which is
consistent with an adjusted weighted average rating factor of
3942, a diversity score of 27 and a weighted-average recovery rate
of 55.3%.

Moody's also ran sensitivity analysis on key parameters for the
rated notes.  For instance, if the weighted average rating factor
was changed by 200, the model outputs of all rated notes were not
affected by more than 1 notch.  If the performing par was changed
by 5%, the model outputs of all rated notes except Class Q
Combination Notes were not affected by more than 2 notches, while
the model-indicated rating for the Class Q Combination Notes would
change from Caa1 to B1 if the performing par was increased by 5%.

Under these tests, the model output of the class was not affected
by more than one notch on both classes for the first two scenarios
and by not more than 2 notches for Class A and 5 notches for Class
B for the third scenario.

Under this methodology, Moody's used its Binomial Expansion
Technique, whereby the pool is represented by independent
identical assets, the number of which being determined by the
diversity score of the portfolio.  The default and recovery
properties of the collateral pool are incorporated in a cash flow
model where the default probabilities are subject to stresses as a
function of the target rating of each CLO liability being
reviewed.  The default probability range is derived from the
credit quality of the collateral pool, and Moody's expectation of
the remaining life of the collateral pool.  The average recovery
rate to be realized on future defaults is based primarily on the
seniority and jurisdiction of the assets in the collateral pool.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs", key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.

Moody's also notes that a material proportion of the collateral
pool consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates.  As credit estimates do
not carry credit indicators such as ratings reviews and outlooks,
a stress of a quarter notch-equivalent assumed downgrade was
applied to each of these estimates.  In addition, large single
exposure to obligors bearing a Credit Estimates have been
considered for the analysis and applied a stress applicable to
concentrated pools with non publicly rated issuers as per the
report titled "Updated Approach to the Usage of Credit Estimates
in Rated Transactions" published in October 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past 6 months.

                      Regulatory Disclosures

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Information sources used to prepare the credit rating are these:
parties involved in the ratings; parties not involved in the
ratings; public information and confidential and proprietary
Moody's Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

Moody's Investors Service may have provided Ancillary or Other
Permissible Services to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.


WOOD STREET: Fitch Retains Low-B Ratings on Three Classes of Notes
------------------------------------------------------------------
Fitch Ratings says that Wood Street CLO V B.V.'s ratings will not
be affected by the change in derivative contracts.

The notes are rated:

  -- EUR29.8m Class A-T (US978639AM42): 'AAAsf'; Outlook Stable;
     Loss Severity Rating 'LS-2'

  -- EUR166.9m Class A-D (XS0305963588): 'AAAsf'; Outlook Stable;
     'LS-2'

  -- EUR99.4m Class A-R: 'AAAsf'; Outlook Stable; assigned 'LS-2'

  -- EUR40m Class A-2 (XS0305963745): 'AAAsf'; Outlook Stable;
     'LS-4'

  -- EUR40m Class B (XS0305963828): 'AAsf'; Outlook Negative; 'LS-
     4'

  -- EUR20m Class C-1 (XS0305964123):'BBBsf'; Outlook Negative;
     'LS-4'

  -- EUR10m Class C-2 (XS0305964396) 'BBBsf'; Outlook Negative;
     'LS-4'

  -- EUR26m Class D (XS0305964800): 'BBsf'; Outlook Negative; 'LS-
     4'

  -- EUR15m Class E-1 (XS0305965286): 'Bsf'; Outlook Negative;
     'LS-5'

  -- EUR5m Class E-2 (XS0305965799): 'Bsf'; Outlook Negative; 'LS-
     5'

The FX options and the GBP Libor cap agreements with Banque AIG
and guaranteed by American International Group Inc.
('BBB'/Stable/'F1') have been terminated.  Simultaneously, Wood
Street CLO V B.V. has purchased from Barclays Bank PLC ('AA-
'/Stable/'F1+') FX options and a GBP Libor cap.  The terms of
these new derivative contracts are almost identical to the terms
of the derivative contracts that have been terminated.  In Fitch's
view, the minor differences between the agreements are not
material enough to impact the ratings of the transaction.


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


IRKUT CORP: Moody's Gives Negative Outlook on 'Ba2' Rating
----------------------------------------------------------
Moody's Investors Service has changed the outlook of Ba2 the
corporate family rating of Irkut Corporation from stable to
negative.  Concurrently, Moody's Interfax Rating Agency changed
the outlook on Aa2.ru national scale rating of Irkut Corporation
to negative from stable.

According to Moody's and Moody's Interfax, the Ba2 global scale
rating reflects the company's global default and loss expectation,
while the Aa2.ru NSR reflects the standing of the company's credit
quality relative to its domestic peers.

The change in the outlook reflects the pressure on the BCA of the
company while the institutional support imbedded in the Ba2
remains viewed as strong.  The increased financial leverage in
particular as reflected by the debt to EBITDA ratio on the basis
of 2009 audited statements has materially exceeded the trigger
laid out by Moody's for the current rating category.  Though the
agency believes that some improvement in the company's cash-flow
generation may be acknowledged during the current year, it is
still unclear to what extent this will be sufficient to bring the
credit metrics back in line.

However, on the positive note Moody's acknowledges that Irkut's
order book has been recently reinforced with new contracts signed.
In addition Irkut's majority shareholder has indicated its
willingness to convert certain loans to equity as previously
expected by the agency and the Government of Russian Federation
has also ascertained its readiness to provide funding in the
future to finance development of new projects in the aircraft
industry which should help to strengthen the balance sheet of the
company and improve the debt refinancing profile over time.

The Baseline Credit Assessment of 15 primarily reflects the strong
market position of Irkut's SU-30MK multi-role jet fighter among
the Indian, Algerian and Malaysian air forces and increasing
exports to other markets and positive trends of diversifying the
product range into non-defense related areas

At the same time, the rating remains constrained by 1) continued
pressure on Irkut's profitability since its aircraft deliveries
are billed in US$ while costs are subject to domestic inflation
and contractual cost recovery is limited under current long-term
contracts, excluding the more recently signed orders; 2) slow
progress in revenue diversification from defense programs to civil
aircraft and components; and 3) the expectation that weak cash
flow coverage of debt might not strengthen rapidly in view of
operating challenges.

By virtue of its current ownership structure (80.9% owned by UAC
and 11.89% by Sukhoi Company), Irkut is considered a government-
related issuer.  As such, Irkut's Ba2 corporate family rating
incorporates these four inputs: (i) baseline Credit Assessment of
15 (on a scale of 1 to 21, where 1 represents the lowest credit
risk); (ii) the Baa1 stable outlook local currency rating of the
support provider, the Government of Russia; (iii) a moderate (
default dependence; and (iv) the strong likelihood of support from
its ultimate shareholder.

Moderate dependence reflects foremost the expectation of Irkut's
rising share of Russia's aircraft procurements creating an
increasing dependence on state revenues.

Strong support reflects Irkut's strong export performance in high
technology applications, the social and political importance of
the company to the state, anticipated increases in government
weapons procurements for state defense, and increases in state
funding to finance military modernization.  Besides the Russian
government has signaled its willingness to provide financial
support in development of the aircraft industry which should
benefit Irkut Corporation.

Moody's last rating action on 3 December 2009 when the Ba2
corporate family rating of Irkut Corporation was affirmed.

Irkut Corporation is a leading military aircraft producer and one
of the largest companies in the Russian aviation industry.  In
2009 the company revenues of US$1,3 billion (5.3%increase y-o-y)
and EBITDA of US$118.5 million up from US$ 94.6 million in 2008
(25% increase y-o-y).  The order book in mid-2010 is estimated at
US$6.9 billion.  The Russian government controls over 82.35% of
Irkut through majority state-owned holding company United Aircraft
Corporation, Sukhoi company controls 11.89%, while free float is
5.76%.


NATIONAL COMPANY: Moody's Confirms Corp. Family Rating at 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has confirmed the corporate family
rating and probability of default rating of JSC National Company
Food Contract Corporation at Ba3.  The rating action concludes the
review on the company's rating initiated on April 7, 2010.  At the
same time, Moody's assigned a (P)Ba3 rating to the KZT22 billion
senior unsecured bonds the company is planning to issue.  The
outlook on the company's CFR is stable.

                        Ratings Rationale

Moody's Investors Service has confirmed the corporate family
rating and probability of default rating of JSC National Company
Food Contract Corporation at Ba3.

By virtue of its current ownership structure (100% owned by the
Government of Kazakhstan via Kazagro), FCC is considered a
government-related issuer.  Thus, in accordance with Moody's GRI
rating methodology, the ratings of FCC and of the proposed notes
incorporate uplift from FCC's standalone credit quality measured
by a Baseline Credit Assessment of 16 (on a scale of 1 to 21 and
equivalent to B3).  The uplift to the BCA is driven by the credit
quality of the state, as the sole shareholder, and Moody's
assessment of strong support from its ultimate shareholder in the
event of financial distress, as well as high default dependence
between the company and the state.

The rating conformation reflects the fact that the Government of
Kazakhstan fulfilled its commitment to make an equity contribution
into the company's capital in full which has helped to buffer the
capital structure.  In addition, Moody's concerns with breached
financial covenants under certain bank facilities are now
alleviated with the repayment of such facilities in August 2010.
At present FCC has reportedly no financial covenants.

The BCA continues to reflect Moody's concerns with on-going weak
operating and financial performance of the company which is
reflected in further increase in leverage based on 1H 2010
financial results with Debt/EBITDA above 15x.  At the same time
Moody's notes that the elevated debt level should reduce in the
second half of 2010 principally through expected material releases
of working capital.

Moody's (P)Ba3 rating on the proposed bond issue, at the same
level of the CFR, is based on Moody's understanding that while the
bonds will not benefit from a guarantee from the issuer's
subsidiaries, no debt class currently benefits from such
guarantees or perfected liens on the assets of FCC and its
subsidiaries.  At the same time certain lenders do have access to
security under certain circumstances which put them in a somewhat
more favorable position; the agency has not notched nonetheless
because of the limited size of these facilities in the capital
structure.  Should FCC's subsidiaries issue debt or should the
company grant liens on its assets to certain categories of
creditors, or otherwise increase the size of priority debt,
ratings on the bonds could be lowered.  Moody's is also not aware
of a negative pledge clause protecting bondholders from
subordination.

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

Downward pressure on the rating might occur if the company would
not be able to maintain Debt /Book capitalization below 60% on a
sustainable basis.

The outlook on the company's rating is stable reflecting Moody's
expectation that the lending banks and the Kazakh Republic will
continue to remain supportive of the company to meet its financial
commitments going forward in a timely manner.

The last rating action was implemented on December 21, 2009, when
Moody's downgraded to Ba3 from Ba1 the senior unsecured issuer
rating of FCC.  On April 7, 2010, the company's ratings were
placed under review for possible downgrade.

Headquartered in Astana, Kazakhstan, JSC National Company Food
Contract Corporation is fully owned by the Kazakh Republic through
the National Holding KazAgro.  FCC's principal mandate is to
maintain state grain reserves at the levels required to supply
Kazakhstan and to ensure timely grain replenishment.  At the end
of December 2009 reported revenues at KZT56 billion, up from KZT35
billion the previous year.  Revenue for first 6 months of 2010 was
KZT34 billion.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information, confidential and proprietary Moody's
Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


NOMOS BANK: Khanty Mansiysk Deal Won't Affect Fitch's 'BB-' Rating
------------------------------------------------------------------
Fitch Ratings says that Nomos Bank's ('BB-'/Stable/Individual 'D')
planned acquisition of a 52% stake in Bank of Khanty Mansiysk is
unlikely to impact Nomos's ratings.

Fitch's base case expectation, based on information currently
available, is that the transaction, if and when it is completed,
will not sufficiently impact Nomos's credit profile to warrant
either an upgrade or downgrade of the bank's ratings.  (Nomos
announced the planned acquisition on September 9) However, the
information currently available to the agency on both BKM and the
structure of the transaction is somewhat limited, and Fitch plans
to undertake a full review of the planned acquisition and its
potential impact on Nomos's credit profile when additional data
becomes available.

The acquisition, which is subject to approval by Russia's
regulatory authorities, is not expected to be a full merger and
the two banks will continue to operate under separate brands and
retain their individual banking licenses.  Shareholders of Nomos -
specifically, the beneficiaries of the Russian ICT group and the
Czech PPF group - have consolidated a majority stake in BKM, and
the acquisition of BKM by Nomos will represent a consolidation of
the shareholders' banking assets under Nomos.  Fitch understands
that the government of the Khanty-Mansiysk Autonomous District,
BKM's majority shareholder until 2008, intends to retain a
significant minority stake (above 25%) in BKM, and a close
relationship between BKM and the government would be viewed
positively by Fitch.

At end-August 2010, according to Russian accounts, BKM accounted
for 39% of BKM's and Nomos's combined assets, 37% of combined
gross loans and 41% of combined equity, so BKM's stand-alone
credit metrics will have a significant impact on those of the
consolidated group.  BKM reported a quite low level of overdue
instalments to gross loans at the same date (2.4%), and total
impaired loans in the bank's end-2009 IFRS accounts were 10%.
According to management disclosure, Nomos reported 7.4% of NPLs
(loans more than 90 days overdue) and 12.5% of restructured loans
at end-H110, so it does not appear that consolidation of BKM will
result in a deterioration of asset quality ratios.  Reserve
coverage of BKM's loan book was lower (4.1%) than at most Russian
banks at end-August 2010 (Nomos: 13.4%), and its regulatory
capital ratio was 14.9%, compared to Nomos's 19.4%, meaning that
BKM's loan loss absorption capacity was somewhat more moderate
than that of its acquirer, although still reasonable based on
preliminary asset quality information.  BKM was mainly funded by
customer deposits at end-August (61% of reported liabilities),
which is broadly in line with the 56% reported by Nomos in its
end-2009 IFRS accounts.

The price of the acquisition has not been disclosed.  However,
Fitch notes that if the purchase of the 52% stake is made at 1x
BKM's book value at end-August 2010, this would result in a price
equal to 21% of Nomos's regulatory capital, from which the
investment would be fully deducted.  That said, Fitch notes that
Nomos's current regulatory capital ratio could accommodate such a
deduction, and that there would be no such adjustment to Nomos's
Basel capital, given that this is calculated based on consolidated
IFRS accounts.

On a positive note, consolidation of the two banks will create a
more diversified franchise - albeit with a significant
geographical concentration in the Khanty-Mansiysk region - and a
much larger institution.  With a combined RUB423 billion of assets
at end-H110, the group would have ranked 12th among Russian banks
and 4th among privately-owned banks.  The greater size of the
combined group should enhance its ability to attract corporate
business and underline its status as one of the most likely
privately-owned bank recipients of government funding and support.

At end-H110, Nomos ranked 15th by assets among Russian banks and
5th among privately-owned institutions.  A group of local
businessmen, some of whom are also beneficiaries of the ICT group,
controls a 50.1% stake in the bank.  The remainder is owned by
Peter Kellner (the majority owner of the PPF group) and Roman
Korbacka.  BKM is based in the oil-rich Khanty-Mansiysk Autonomous
District, and was the 22nd largest Russian bank at end-H110.  The
latest rating report on Nomos, dated June 25, 2010.

Nomos's ratings are:

  -- Long-term foreign currency IDR: 'BB-'; Outlook Stable
  -- Long-term local currency IDR: 'BB-'; Outlook Stable
  -- Short-term foreign currency IDR: 'B'
  -- National Long-term rating: 'A+(rus)'; Outlook Stable
  -- Individual Rating: 'D'
  -- Support Rating: '5'
  -- Support Rating Floor: 'B-'


SYNERGY OAO: Fitch Assigns 'B' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned Russian vodka maker OAO Synergy a Long-
term Issuer Default Rating of 'B'.  Fitch has also assigned
Synergy a National Long-term Rating of 'BBB+'(rus).  The Outlooks
for the ratings are Stable.

The ratings reflect the competitive strength of Synergy's core
business of manufacturing and marketing bottled vodka in Russia,
the favorable trends for the industry that arise from a gradual
shift of consumption towards higher-priced products, and the
company's diversification into food (representing 18% of its
RUB18bn - ie approximately US$600m - FY09 sales).  Management's
commitment to reduce leverage, combined with the company's track
record of issuing equity to finance growth while maintaining a
conservative financial structure, further supports the ratings.

These credit strengths are balanced by the company's relatively
small size and early stage nature of its strategy compared to
international peers, the risks associated with cyclicality of
demand for premium-priced consumer products, and the still
fragmented Russian vodka industry.  Moreover, the company's high
working capital needs and relatively modest liquidity further
constrain the credit profile.  Fitch also notes Synergy's large
proportion of secured debt (70% of total debt of RUB6.2bn as of
end June 2010) which may subordinate future unsecured borrowings.

With a 10% share, a balanced portfolio of brands by price
categories and a well developed distribution platform, Synergy is
one of the leading players in the large Russian vodka market.  Its
pricing power and efficient cost structure underpin its sound
operating profit margin for the core business, which is in line
with that of international players Diageo plc ('A-'/Stable) and
Pernod Ricard ('BB+'/Stable).

Synergy is investing in the marketing and distribution of its
federal brands (vodkas that are sold across Russia as opposed to
regional brands), although it could face fiercer-than-anticipated
competition from peers pursuing similar strategies given, in
particular, the large number of players in the Russian vodka
market.

Fitch notes the resilience of the company's profits to the 2008-
2009 economic crisis, as well as the fact that its rapid targeted
growth may put pressure on working capital requirements.  In 2009,
Synergy was able to protect its operating profit, which improved
to RUB2.9bn (US$97m) from 2008's RUB2.5bn due to lower marketing
expenditure.  However, an increase of terms of payment to
customers contributed to significant cash absorption from working
capital - equaling RUB2.9bn.

The group's financial risk profile is considered adequate for the
ratings, with targeted EBITDA growth potentially generating modest
de-leveraging.  Currently limited capex requirements, combined
with a financial policy not to pay dividends, should contribute to
moderate free cash flow generation from FY10.  Management's
commitment to gradually reduce net debt/EBITDA to 1.5x by FYE11-
FYE12 from FYE09's 1.9x and to maintain this level provides
further comfort to Fitch's assessment, as well as a track record
of using debt/equity to finance growth.

With respect to liquidity, while the company's position was tight
as of June 30, 2010 (55% of debt matured in the following twelve
months), management successfully obtained new credit lines during
Q310 to refinance maturing lines.

Upward rating pressure could result from sustained delivery of the
company's revenues and profit growth strategy, an ability to
maintain profit margins, a gross lease-adjusted leverage between
1.5x-2x (on a rolling two-year basis) (at FYE09: 2.4x) and
consistent positive free cash flow generation.  Fitch notes
however that a tightening of liquidity could constrain an upgrade.

A negative rating action could follow from adverse regulatory
changes heavily affecting vodka consumption in Russia, permanent
declining profitability, gross lease-adjusted leverage above 2.5x-
3x, and/or consistently negative free cash flow generation.


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


ABENGOA SA: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating and Ba3 probability-of-default rating to Abengoa S.A., a
vertically integrated environment and energy group whose
activities span from biofuels, metal recycling and plant
engineering to utility type operation of solar energy plants,
electricity transmission networks and water treatment plants.
Concurrently, Moody's has assigned Ba3 ratings with a loss-given-
default rating of LGD3, 46%, to the two senior outstanding bonds
of Abengoa.  The outlook for the ratings is stable.  This is the
first time that Moody's has assigned ratings to Abengoa.

                        Ratings Rationale

"The Ba3 CFR for Abengoa reflects the combination of its well-
established industrial operations and a diversified portfolio of
concessions in the energy, water treatment and industrial services
sectors," said Wolfgang Draack, a Senior Vice President in Moody's
Corporate Finance Group.  Together, the two segments benefit from
the underlying growth in environmental applications, (renewable
energies, industrial recycling and electrical power transmission),
and the visibility that regulated returns generally provide.
These factors have allowed Abengoa to develop a track record of
solid growth and robust margins.  Compared to these positive
operating trends, Moody's sees the relatively immature concession
portfolio as a burden to the group.  While relatively diversified
by industry and region, a large part of the 50 units portfolio had
not yet commenced operation at FYE2009 and dividend distributions
to Abengoa were marginal so far.

Over the past 10 years Abengoa achieved a 17% CAGR for sales and
24% in EBITDA.  Abengoa's organic growth and heavy investments in
its concession portfolio have been funded by cash flow and debt
and, therefore, have resulted in high leverage, even though almost
half of gross debt comprises project finance with limited
recourse.  Moody's believes that Abengoa's main operating risks
are centered around (i) regulation; (ii) completion of engineering
projects; (iii) overcapacities in biofuels; and (iv) the
cyclicality of the steel industry impacting the recycling segment.
Moody's notes that the current belt-tightening in several European
countries including Spain may lead them to make revisions to its
renewable energy policy, which may not only affect Abengoa's
outlook for future projects, but possibly also the economics of
power plants already in operation under long-term contracts.
Revisions in Spain have been agreed, though not yet ratified,
which in effect slightly reduce near term tariffs but also extend
license periods as compensation and limit room for future
retroactive changes.

Abengoa's corporate activities (all operations that are not
subject to long-term contractual arrangements or financed by
limited recourse loans) are generally well positioned, with
leading market shares and barriers-to-entry in the form of
technological advantages, scale or regulation.  "Given the breadth
of the group's operations, individual operating risks should
remain manageable for the group," said Mr. Draack.

Abengoa's portfolio of concessions at the end of FY 2009 comprised
50 projects with a total book value of around EUR3.6 billion of
fixed assets and EUR2.2 billion project financing (net of EUR700
million cash and short term investments held by the project
companies).  In many cases, the contracts last well over 20 years
and revenues are based on regulated tariffs (e.g. solar), power
purchase agreements or inflation-adjusted tariffs according to
equipment availability (transmission).  Given that 19 of these
projects are not yet under way, they currently dilute the group's
return on assets, although Moody's sees potential for substantial
EBITDA growth in the portfolio in the next few years.  The rating
agency expects Abengoa to continue to require substantial capital
investments for existing and future projects, and also to retain
some risk as a result of completion, as well as leverage
commitments during the construction phase for limited-recourse
project financings.  Dividend distributions from the projects to
Abengoa should grow in the next few years from a negligible level
in 2009.

"The stable outlook for the ratings reflects Moody's expectation
that (i) Abengoa will sustain its sound market position across
business segments, with a resilient operating performance through
the cycle; and (ii) projects under concessions and disciplined
capital spending will boost the earnings contributions from this
portfolio going forward," explains Mr.  Draack.  As a result, the
rating agency would expect Abengoa to continue reducing the
reported gross debt/EBITDA (including R&D expenses) ratio of its
non-concession segments to below 4.5x (5.2x as of 2009), and the
net debt/EBITDA ratio of the group overall including limited-
recourse debt to below 6.0x (as adjusted by Moody's, 7.1x as of
2009).

The rating would be positively affected by a maturing of Abengoa's
concession portfolio, with a material increase in dividends
distributed or evidence that substantial stakes in the portfolio
can be monetized, with the proceeds used for debt reduction.  For
a rating upgrade to be considered, Moody's would expect to see a
sustained improvement in the reported debt/EBITDA ratio of
Abengoa's corporate activities, trending towards 3.5x, and the net
debt/EBITDA ratio (as adjusted by Moody's) being reduced to below
5.5x for the group overall.

Moody's would consider a rating downgrade if: (i) Abengoa's
earnings strength were to deteriorate as a result of poor project
execution, cost overruns or an unexpected change in the operating
environment -- for example, the solar industry -- without a
mitigating reduction in the debt level; or (ii) if the current
deleveraging was not pursued, leading the reported debt/EBITDA
ratio of the group's corporate activities to remain above 4.5x
after 2010, or to increase beyond that level; or leading the net
debt/EBITDA ratio (as adjusted by Moody's) to remain above 6.0x
for the group on a sustainable basis.  In such a case Moody's will
take account of the quality of investments, Abengoa's financial
strategy and the state of maturity of the concession portfolio.

For its LGD waterfall Moody's disregards the limited recourse
debt, because it is to be serviced from the cash flows of the
projects and is fully secured by the respective assets.  In line
with Moody's LGD approach, the rating agency groups Abengoa's debt
into two classes of creditor protection: (i) senior bonds,
syndicated loans and the working capital facilities of Abengoa's
operating subsidiaries; and (ii) convertible bonds issued by the
holding company without guarantees.  None of this debt is
materially secured by tangible assets.

The convertible bonds issued by the holding company without
upstream guarantees constitute the second class of debt.  This
debt structure with a strong preponderance of class 1 debt is
reflected in the Ba3 (LGD 3, 46%) rating for the senior bonds,
i.e.  at the same level as the CFR and PDR of the group, with
respectively lower LGD rates for the lower class of debt holding
the convertible bonds.

Abengoa'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 its 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 Abengoa's core industry and Abengoa's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Seville, Spain, Abengoa generated EUR2.8 billion
revenues in the first half 2010.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, public information, confidential
and proprietary Moody's Investors Service's information,
confidential and proprietary Moody's Analytics' information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of assigning a credit rating.

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


ABENGOA SA: Fitch Issues 'BB' Long-Term Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has published Abengoa, S.A.'s Long-term Issuer
Default Rating and a senior unsecured rating of 'BB',
respectively.  The Outlook for the Long-term IDR is Stable.

The ratings are supported by Abengoa's diversity in terms of
geography, industry and counterparties, in addition to its
profitable and growing businesses.  Fitch acknowledges Abengoa's
leading positions in the renewable energy arena, especially in
thermal solar power, European recycling and biofuels.  This is
further supported by the integrated model between engineering and
construction, including extensive R&D, and solar, biofuels, and
environmental services.  The company is also a leading private
electricity transmission operator in Brazil, a long-term
concession based business benefiting from a stable regulatory
framework.  However, this business is financed on a non-recourse
basis and, in Fitch's analysis the company's cash flow benefit is
largely limited to the expected dividend income and the
contribution to its order back-log.

These strengths are partially mitigated by a relatively high
leverage given the large contribution of engineering and
construction and biofuels businesses to corporate (recourse)
earnings and despite the healthy order back-log.  The ratings are
based on an assumption of sustainable net (recourse) leverage of
below 3x and also take the company's strong liquidity profile into
consideration.

"Fitch views Abengoa's business as highly reliant on continued
government and regulatory support for renewable energy sources,
especially in the EU and US," said Josef Pospisil, Director in
Fitch's EMEA Energy, Utilities and Regulation team.  "While Fitch
would not expect an adverse change of regulation to be
retroactive, such that it would affect existing businesses in the
foreseeable future, Abengoa's growth prospects may be severely
impacted until solar power and biofuels become competitive without
government or regulatory support."

Fitch notes that the agreement of the Spanish Ministry of Industry
with the wind and solar industry, reached in July 2010, is only
expected to have a marginal negative impact on Abengoa due to a
short delay in the commissioning of some of its new solar plants.
It is also less likely that future changes would be retroactive as
a result of the agreement.

The corporate and capital structure of Abengoa is complex with a
varied level of synergies between the businesses, which is seen by
Fitch as a credit concern.  Parts of the business are exposed to
market risks such as commodity price risk, foreign exchange risk
and uncontrollable supply/demand dynamics.  Abengoa has entered
into partnerships and joint ventures for some of its projects,
which reduce its exposure to market risks.

The Stable Outlook on the Long-term IDR reflects Fitch's view that
the company is comfortably placed at the current rating level.
Delivery of some of key projects, a longer track record and an
improved cost base related to renewable energy technologies would
be favorable to the ratings.  Fitch would also view positively
reduced leverage, given an otherwise unchanged business profile
and continued healthy order back-log which is presently around
EUR8.9 billion or 30 months.

Conversely, long delays in the delivery of key engineering and
construction projects, regulatory changes leading to a decrease in
the order back-log, and weaker cash flows from existing projects
as well as increased leverage or a global and sustained fall in
ethanol margins may be negative for the ratings.  The senior
unsecured rating may also be negatively affected if recourse
tangible fixed assets decrease significantly below the level of
recourse net debt.


PRISA: Expects to Seal US$900MM Equity Injection Next Month
-----------------------------------------------------------
Andrew Edgecliff-Johnson and Mark Mulligan at The Financial Times
report that the stabilization of Prisa through a US$900 million
equity injection should be sealed next month.

The FT relates Liberty Acquisitions, a special purpose
acquisitions company, was forced to restructure its initial
investment proposal after worries about the Greek economy rippled
through southern Europe, shaking investor confidence in Spain.

Martin Franklin, Liberty's chairman, told the FT he hoped to
secure clearance from the Securities and Exchange Commission next
month for the listing of American Depositary Receipts.
Mr. Franklin, as cited by the FT, said completion of the
refinancing would give Prisa "breathing room" for a more
aggressive pursuit of digital opportunities, international
expansion and synergies between its print, radio, online and
education assets.

Prisa was hit hard by the global financial crisis and advertising
downturn, the FT discloses.  Coming immediately after a string of
expensive acquisitions, the recession left the company
precariously over-leveraged and under creditor pressure to sell
assets, the FT recounts.

Citing the latest investor presentation, the FT says the group
aims to cut net debt from EUR4.75 billion, or 7.7 times ebitda
now, to EUR2.2 billion, or 3.5 times historical ebitda, over the
next few years.

The reconfigured transaction essentially lowered Liberty's entry
price, giving it a larger share of the company than initially
planned but offering Prisa shareholders warrants exercisable at
EUR2 to recover some of the dilution they will suffer, the FT
states.

The FT notes analysts have been critical of the deal's dilutive
effect, which will reduce the Polanco's family shareholding from
70% to 30%.

Promotora de Informaciones S.A. -- http://www.prisa.com/-- is a
Spain-based holding company, engaged in various media activities.
The Company has six business areas: publishing, education and
training (Grupo Santillana publishes textbooks and books of
general interest); press (El Pais Internacional is engaged in the
distribution of news material and services to other newspapers and
publications worldwide); radio (Union Radio is a group
broadcasting worldwide); audiovisual (PRISA offers services and
products, including Pay TV, thorough the satellite platform
DIGITAL+, and free-to-view through the channel Cuatro); online
(Prisacom is committed to the development of multimedia content
with broadcasting for Internet-based TV) as well as commercial &
marketing (Sogecable Media SA manages all the advertising on the
Company and its group's media).  The Company is present in 22
countries, such as Portugal, Brazil or the United States.


TDA CREDIFIMO: S&P Puts BB-Rated Class D Notes on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
the class C and D notes in TDA CREDIFIMO 1, Fondo de Titulizacion
de Activos, originated by Credifimo E.F.C., S.A.U.

S&P has taken these rating actions in light of deteriorating
performance of the collateral pool that backs this Spanish
residential mortgage-backed securities transaction.

Delinquencies are growing significantly, in S&P's opinion.  As per
the Aug. 31, 2010 investor report, loans in arrears for more than
90+ days represented 12.77% of the outstanding balance of the
notes.  Based on these delinquency figures, S&P believes the
likelihood of a rapid increase in defaults has significantly
increased.

In this transaction, a loan is considered defaulted if it has been
in arrears for at least 18 months.  This may understate defaults
in this transaction, in S&P's opinion, as in other transactions
loans are generally defined as defaulted once they have been in
arrears for 12 months.

S&P will now analyze the current performance of the transaction's
underlying portfolio in more detail.  S&P will report the results
of this review in due course.

TDA CREDIFIMO 1, Fondo de Titulizacion de Activos is a Spanish
RMBS transaction that closed in August 2008.  Credifimo E.F.C.,
S.A.U. originated the loans in the collateral pool through brokers
and real estate agencies.  The portfolio securitized mortgages
granted to individuals for the acquisition of residential
properties.

                           Ratings List

        TDA CREDIFIMO 1, Fondo de Titulizacion de Activos
       ?317.3 Million Mortgage-Backed Floating-Rate Notes

              Ratings Placed on CreditWatch Negative

                                  Rating
                                  ------
           Class       To                         From
           -----       --                         ----
           C           BBB (sf)/Watch Neg         BBB
           D           BB (sf)/Watch Neg          BB


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


BANK OF SCOTLAND: Moody's Changes Outlook on D+ BFSR to Stable
--------------------------------------------------------------
Moody's has changed the outlook on Lloyds TSB plc's C- standalone
Bank Financial Strength Rating to stable from negative and
affirmed the Aa3 senior debt and deposit ratings, which already
had a stable outlook.  The P-1 short-term rating was also
affirmed.  The C- Financial Strength Rating now maps to a
standalone rating of Baa1 on the long-term scale, upgraded from
the previous mapping of Baa2.  The change in outlook and higher
standalone rating is based on the stabilization that is taking
place in the financial profile of Lloyds Banking Group, and a
reduced likelihood of the rating moving lower over the medium
term.

The outlook on the D+ BFSR (mapping to a standalone rating of
Baa3) of Bank of Scotland plc was also changed to stable from
negative.  Subordinated debt and certain hybrid ratings of the
group (the "Must Pay" securities that are not required by the
European Commission to skip coupons) were upgraded by one notch
and the outlook changed to stable, in line with the change in the
standalone rating.  The "May Pay" securities that are required by
the European Commission to skip coupons and the Enhanced Capital
Notes were affirmed at their current level and the outlook changed
to stable.  The A1 senior debt ratings of Lloyds Banking Group and
HBOS, were affirmed.  Moody's also affirmed and revised the
outlooks to stable from negative for Baa1-rated subordinated debts
at Clerical Medical and Scottish Widows plc.

                        Ratings Rationale

        Rationale for Change of Financial Strength Outlook

Since the last rating action in November 2009 when the Bank
Financial Strength Rating was lowered to C- with a negative
outlook following Lloyds' capital raising and decision not to
participate in the UK government's Asset Protection Scheme, some
notable improvements have become visible:

  - ongoing deleveraging, including a reduction in non-core assets
    by GBP87 billion,

  - strengthened liquidity reserves, from GBP105 billion at the
    end of 2008 to GBP128 billion at the end of H110

  - further progress in the integration of HBOS, including
    GBP1.08 billion of realized annualized cost savings as of H110

  - indications that the earlier high level of impairments have
    peaked, with impairments of GBP6.6 billion in H110, compared
    to GBP13.4 billion in H109

  - increase in Net Interest Margin from 1.72% in H109 to 2.08% in
    H110 against an environment of margin compression among many
    smaller banks and building societies in the UK

Moody's still considers that the profitability of UK banks will
come under pressure from elevated impairments over 2010- 2011,
despite early indications that they may be past the peak.  The
pressure may come particularly from areas such as consumer finance
-- which is vulnerable to an increase in unemployment, or SME
lending -- where small businesses may struggle to maintain
cashflows even as the economy recovers.

However, the rating agency considers that further loan impairments
at LBG can be absorbed at the bank's C- Bank Financial Strength
Rating level.  In particular, given the high level of impairments
already taken on the bank's riskier commercial property assets,
Moody's views LBG as able to withstand Moody's severe stress test
without a need for further capital support.

Nevertheless, the C- Bank Financial Strength Rating also
incorporates the many challenges facing the bank:

  - the ongoing wind-down of the remaining large portfolio of Non-
    Core assets (GBP217 billion at H110)

  - the reduction in the bank's high utilization of wholesale
    funding, including government funding of GBP120 billion at
    the end of H110 -- much of which matures in 2011, but which
    will partly be resolved by the wind-down of non-core assets
    mentioned above

  - the completion of a complex integration, particularly the
    integration of IT systems which is scheduled to take place in
    2011

  - the sale of a portion of the bank's UK franchise due to EC
    requirements (likely to take place in 2012 after the
    integration is completed)

  - the ongoing reduction of a large sectoral exposure to
    commercial real estate

Alongside these challenges is the risk of a further downturn in
the UK economy.

"With the measures that Lloyds has been taking to strengthen the
bank, its standalone credit strength is well captured at the
standalone rating level of Baa1 with limited downside risks", said
Elisabeth Rudman, a Senior Credit Officer at Moody's and lead
analyst for LBG.  "Steady progress in the integration of HBOS, as
well as a further meaningful reduction of non-core assets and in
the high level of wholesale financing, could lead to upward
pressure on the standalone rating" Rudman continued.  Whereas high
levels of impairment losses or management actions which lead to a
reduction in capital ratios from their current strong levels could
lead to negative pressure on the standalone rating.

  Rationale for Affirmed Aa3 Senior Debt Rating, Stable Outlook

The Aa3 senior debt rating with a stable outlook for LTSB
continues to incorporate Moody's expectation of high support by
the UK government.

Despite EC requirements for LBG to dispose of 600 branches and
4.6% market share of the personal current account market in the UK
and approximately 19% of the group's mortgage assets by November
2013, Moody's expect that LBG will remain one of the largest
retail and commercial banks in the UK and that this size and
presence will result in the continuation of the very high
probability of support from the UK government in the future.

Although Moody's expect with time to phase out the levels of
extraordinary support incorporated in the ratings of banks such as
Lloyds (which has 4 notches of uplift from the Bank Financial
Strength Rating to the senior debt ratings), an important factor
in Moody's assessment will be the outcome of further government
actions, including the government-sponsored commission to review
the structure of the banking system, the development of living
wills, and the timing of the sale of the government's shareholding
in LBG.

     Outlook on Bank of Scotland D+ Financial Strength Rating
                 Changed From Negative to Stable

The change in outlook of Bank of Scotland's D+ Bank Financial
Strength Rating (which maps to Baa3 on the long-term debt rating
scale) reflects the fact that LBG is proactively winding down some
of the riskiest assets within Bank of Scotland (BoS), as well as
increasing integration of Bank of Scotland/ HBOS within LBG.
Nevertheless, the standalone financial strength rating still
remains lower at BoS than at Lloyds TSB (whose BFSR represents the
standalone financial strength of the combined group), due to the
higher concentration of weaker assets and slightly lower capital
ratios (Tier 1 ratio of 7.6% at BoS at H110 and 9.4% at HBOS,
compared to 10.3% at LBG).  However, as Moody's move closer to the
full integration of BoS/ HBOS within LBG, Moody's would expect its
standalone ratings to be aligned with Lloyds TSB.

  Upgrade of Dated Subordinated and "Must Pay" Hybrid Securities,
        Affirmation of "May Pay" Hybrid Securities and Ecns

The dated subordinated and hybrid securities of Lloyds Banking
Group, which are not required by the European Commission to skip
coupon payments ("Must Pay" securities), have been upgraded by 1
notch and the outlook changed from negative to stable.  This is in
line with the upgrade in the mapping of the financial strength
rating from Baa2 to Baa1.  Consequently the dated subordinated
debt of Lloyds TSB and Bank of Scotland is upgraded from Baa3 to
Baa2, and the dated subordinated debt of Lloyds Banking Group and
HBOS is upgraded from Ba1 to Baa3.  For more information on the
hybrid securities and their ISINs, please refer to Moody's press
release of November 23 ("Moody's concludes rating action on Lloyds
hybrid and junior subordinated debt").

The hybrid securities of Lloyds Banking Group that are skipping
coupon payments in line with EC requirements ("May Pay"
securities) and are rated on an expected loss basis have been
affirmed at their current level and the outlook changed from
negative to stable.

The Enhanced Capital Notes, the dated non-deferrable Contingent
Capital Instruments which convert to equity if the group's Core
Tier 1 ratio drops below 5%, have been affirmed at their current
level (Ba2 for notes guaranteed by Lloyds TSB and Ba3 for notes
guaranteed by Lloyds Banking Group) and the outlook changed from
negative to stable.  The rating of these instruments reflects the
high loss severity to investors in the event of conversion and the
lack of transparency of the trigger due to influence of the
regulator on the calculation of RWAs.  The ratings of these
instruments is not likely to move higher if the bank's standalone
rating is upgraded.

     Outlook on Insurance Subordinated Debts Changed to Stable

Moody's also affirmed and revised the outlooks to stable from
negative for Baa1-rated subordinated debts at Clerical Medical and
Scottish Widows plc.

Moody's said that the revision to stable from negative for the
subordinated debts at Lloyds TSB's insurance operations (Scottish
Widows plc and Clerical Medical) reflected the ongoing stability
of the insurance operations -- Aa3 and A1 IFSR, stable outlook,
respectively -- as well as the upgrade and stable outlook for
subordinated securities at Lloyds TSB Bank and Bank of Scotland.
Moody's added that the insurance subordinated debt continues to be
rated higher than the subordinated debt of both Lloyds TSB Bank
and Bank of Scotland by one notch and two notches respectively.
This reflects Moody's expectations that the solvency positions of
both Scottish Widows and Clerical Medical will continue to be
robust going forward.  Nevertheless, whilst Moody's believe the
capital of the insurance operations remains partially protected,
the insurance subordinated debts continue to be notched wider than
Moody's standard notching for insurers, reflecting Moody's view
that Lloyds Banking Group's capital base is increasingly managed
centrally.

The last rating action on the group was November 23, 2009, when
Moody's concluded the reviews on hybrid securities.  The last
announcement on the bank's BFSR was on November 3, 2009, when the
BFSR was downgraded to C- with a negative outlook.

Lloyds Banking Group is based in the United Kingdom, and had total
assets of GBP1,028 billion at June 30, 2010.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, public information, confidential
and proprietary Moody's Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


BRITISH AIRWAYS: Customer Service Staff Back New Working Practices
------------------------------------------------------------------
BreakingNews.ie reports that the Heathrow customer service staff
of British Airways voted overwhelmingly to accept new working
practices.

According to the report, the airline, which is in dispute with
Unite over a long running cabin crew row, said "significant"
productivity gains had been secured through the introduction of
more flexible working arrangements for almost 3,000 staff at
Terminals 3 and 5.

The report relates members of the Britain's General Union (GMB)
and Unite unions overwhelmingly backed changes which will reduce
manpower by 500 by next March with 300 already having taken
voluntary redundancy or flexible working options, such as
voluntary part-time contracts.

The cabin crew dispute remains deadlocked although fresh talks
between Unite and BA are likely to be held soon, the report notes.

                      About British Airways

Headquartered in Harmondsworth, England, British Airways Plc,
along with its subsidiaries, (LON:BAY) -- http://www.ba.com/-- is
engaged in the operation of international and domestic scheduled
air services for the carriage of passengers, freight and mail and
the provision of ancillary services.  The Company's principal
place of business is Heathrow.  It also operates a worldwide air
cargo business, in conjunction with its scheduled passenger
services.  The Company operates international scheduled airline
route networks together with its codeshare and franchise partners,
and flies to more than 300 destinations worldwide.  During the
fiscal year ended March 31, 2009 (fiscal 2009), the Company
carried more than 33 million passengers.  It carried 777,000 tons
of cargo to destinations in Europe, the Americas and throughout
the world.  In July 2008, the Company's subsidiary, BA European
Limited (trading as OpenSkies), acquired the French airline,
L'Avion.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on March 19,
2010, Moody's Investors Service lowered to B1 from Ba3 the
Corporate Family and Probability of Default Ratings of British
Airways plc; and the senior unsecured and subordinate ratings to
B2 and B3, respectively.  Moody's said the outlook is stable.
This concludes the review that was initiated on November 10, 2009.
The rating action reflects Moody's view that credit metrics will
not be commensurate with the previous rating category in the
medium term.  Moody's expect furthermore that metrics will be
burdened in the foreseeable future by the company's significant
pension deficit, which was at GBP2.6 billion for the APS and NAPS
schemes combined as of September 2009 (under IAS).  Moody's
nevertheless understand that under the current agreement with the
trade unions, the cash contributions to these deficits will be
frozen at GBP330 million per year for three years, subject to
approval by the Pensions Regulator and the trustees.


CASTELLUM LTD: In Liquidation; 15 Jobs Affected
-----------------------------------------------
Elizabeth Broughton at News & Star reports that Castellum Ltd. has
gone into liquidation and 15 jobs were affected.

According to the report, Castellum managing director Andy Clode
said that he had no option but to liquidate the company after its
overdraft was reduced by the banks.

The company, which was founded in 1997, has had to leave some
projects unfinished following its liquidation, the report says.

The report notes Mr. Clode has reassured former staff that they
will all be paid what they are owed by the company.

Based on Barras Lane Estate, Dalston, Castellum Ltd. is a building
contractor.  The company carried out commercial and domestic
building projects across Cumbria and south west Scotland.


CONGREGATIONAL & GENERAL: S&P Gives Pos. Outlook; Keeps BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on U.K.-based non-life insurer Congregational & General
Insurance PLC to positive from stable.  At the same time, its
'BB+' counterparty credit and insurer financial strength ratings
were affirmed.

"The outlook revision reflects Congregational & General's return
to profitability ahead of S&P's expectations," said Standard &
Poor's credit analyst Tatiana Grineva.  "This enabled the company
to rebuild its capital faster to a level where it can continue to
operate and expand, thus supporting its competitive position and
financial flexibility."

In S&P's opinion, the ratings on Congregational & General continue
to be constrained by its marginal competitive position and limited
financial flexibility, while its capital base in absolute terms
remains small.  Standard & Poor's believes the ratings are
underpinned by its robust competitive position within its core,
but very small, niche commercial property market, and by the
improving operating performance.  As its operating performance
improves, so do its capitalization and financial flexibility, and
that enables the company to expand and improve its competitive
position going forward.

S&P view the company's competitive position as marginal.  This
reflects its view of the personal property account, which is
Congregational & General's largest book of business (about 70% of
the overall gross premium income).

S&P believes capitalization has improved to a good level following
a co-insurance agreement with Hiscox in 2009 and disposal of the
equity portfolio at the end of 2008.  In March 2009,
Congregational & General's parent made a capital injection of
?500,000 by issuing noncumulative, nonredeemable preference
shares.  In S&P's opinion, this increased the company's capacity
to underwrite business, although S&P treat it as debt.  Capital
remains small in absolute terms, however, and may be vulnerable to
significant operational losses.

The positive outlook reflects Standard & Poor's expectation that
Congregational & General will continue to deliver profitable
performance throughout the 2010 and 2011 financial years and
continue to rebuild its capitalization and financial flexibility.
S&P also anticipate that the company will maintain its low
financial risk tolerance.

The ratings could be raised if the company continues to
demonstrate good and stable operating performance, with a net
combined ratio below 97% and return on revenue of more than 10%.
This would enable it to increase its capital over the next 18-24
months to sufficient and resilient levels in excess of those
likely to be required under the Solvency II directive, which is a
fundamental review of the capital adequacy regime for the European
insurance industry.  It would also allow it to improve its
financial flexibility and subsequently competitive position
despite ongoing difficult economic conditions.  The ratings could
come under downward pressure if financial risk tolerance were to
increase or the company's capital or operating performance were to
reduce.


CONNAUGHT PLC: Jobs Losses Hit 1,400 Following Administration
-------------------------------------------------------------
BBC News reports that administrators KPMG announced 700
redundancies on Monday, as well as further contract sales, at
Connaught's insolvent social housing unit.  It brings the total
number of job losses to 1,400, BBC notes.

According to BBC, the accountancy firm said it hoped some people
would be hired by the new contractors.

KPMG added 300 to the 400 redundancies announced earlier on Monday
after urgent talks with Norwich City Council failed to save the
posts, BBC discloses.  All 300 people will lose their jobs with
immediate effect, BBC states.  BBC says another 200 Connaught
employees working in Norwich have been told their jobs are safe.

                            Challenge

Meanwhile, the Financial Times' Alistair Gray and Ed Hammond
report that competitors to Connaught are considering a challenge
to the move to carve up some of the company's contracts between
Mears and Morgan Sindall.

The FT relates under a deal with KPMG, Connaught's administrator,
its rival Mears is due to take on eight contracts and may
re-employ some of the 600 staff on those contracts who have been
made redundant.  Morgan Sindall's affordable housing division has
struck a deal to acquire the bulk of Connaught Partnerships'
contracts in a move that should help secure the future of 2,500
jobs, the FT discloses.

According to the FT, several leading lawyers said that the
procurement regime may allow the contractors to contest the
transfers, particularly if the move involves changes to the
contract terms.

The FT notes one of Morgan Sindall's rivals said it was "mulling
over" the possibility of contesting the agreements were the
details of the contracts between Morgan Sindall and the local
authorities to change.  The company involved in the original
bidding process for many of the contracts that Connaught won, said
that councils should allow the companies that tendered to re-bid
if changes were made, the FT states.

According to the FT, Mark London, head of construction disputes at
law firm Devonshires, said there was a "strong view" that simply
replacing contractors "without going through a competitive
tendering process" may be subject to challenge.

As reported by the Troubled Company Reporter-Europe on Sept. 9,
2010, Bloomberg News said Connaught appointed partners from KPMG
as administrators after the business as a whole failed to secure
"sufficient support" to trade as a going concern.  Bloomberg
disclosed the company said in a statement on Sept. 8 that
KPMG's Richard Heis, Richard Hill and Richard Fleming were
appointed administrators to Exeter, England-based Connaught Plc,
and Heis, Mark Firmin, Brian Green and David Costley-Wood are
appointed joint administrators to Connaught Partnerships Ltd.
Connaught Environmental Ltd. and their subsidiaries were not put
into administration, Bloomberg noted.

Connaught plc -- http://www.connaught.plc.uk/-- is a United
Kingdom-based company engaged in the provision of integrated asset
services to the public and private sectors.  The Company operates
in two business segments: social housing and compliance.  Social
Housing segment provide social housing landlords throughout the
United Kingdom with a range of planned and response maintenance
services, as well as compliance and estate management.  The
Compliance segment provides safety, health and risk management
solutions.  It has information, advisory, training and servicing
capabilities to provide integrated compliance solution throughout
the United Kingdom.  On July 22, 2009, the Company completed the
acquisition of UK Fire (International) Limited and Igrox Limited.
On September 15, 2008, the Company completed the acquisition of
Lowe Group Holdings Ltd.  On November 26, 2008, the Company
completed the acquisition of certain assets of Predator Pest
Control Plc.


COVENTRY BUILDING: Moody's Upgrades Jr. Subordinated Debt Rating
----------------------------------------------------------------
Moody's Investors Service has changed the outlook on the Bank
Financial Strength and debt/deposit ratings of Coventry Building
Society from Negative to Stable.  The C- Financial Strength Rating
now maps to a standalone rating of Baa1 on the long-term scale,
upgraded from the previous mapping of Baa2.  Accordingly the Baa3
subordinated ratings and the Ba2 junior subordinated ratings were
upgraded to Baa2 and Ba1 respectively.  Coventry's deposit and
financial strength ratings of A3/P-2/C- were affirmed.

                        Ratings Rationale

Marjan Riggi VP/Senior Credit Officer and Moody's lead analyst for
Coventry, said that the society's standalone financial strength
had stabilized during the last 18 months demonstrated by its
consistently improving financial performance.  The positive trends
include: a) good asset quality performance relative to peers,
especially of its buy-to-let book which accounts for over 1/5 of
its portfolio and has performed better than originally expected,
b) solid earnings performance for both 2009 and 1H2010 (2009
profit before tax of GBP56 million, more than double the amount in
2008, and 1H2010 profit before tax of GBP43.5 million up by 20%
from 1H2009) which given constraints on the society's interest
margins have been particularly noteworthy, c) strong retention of
capital with core Tier 1 capital improving to GBP622 million at
1H2010 from GBP550 million at 1H2009 (core Tier 1 ratio for the
society was 26.9% at 1H2010-as reported under IRB basis), and d)
consistently improving cost to income ratio (40.5% at 1H2010
versus 45.4% in 1H2009).  In addition, despite strong competition
in both funding and lending markets for the building societies in
the UK, Coventry has managed to increase both its net retail
deposits as well as its net lending (increase of 6.7% in net
retail balances and 6.9% in net lending as at FYE2009) further
strengthening its franchise as the third largest building society
in the UK.

Moody's notes that the Coventry, like most building societies in
UK, has a strong liquidity profile with nearly 100% of loans being
funded with retail deposits.  However, relative to its size and
franchise in the UK banking system, the society's access to
wholesale funding markets is of note among its peers, with an
unsecured note issuance in October 2009 for GBP350 million and a
total covered bond issuance of GBP2.0 billion in 2008 which
further support the society's already strong liquidity profile.

Moody's added that Coventry recently completed its legal merger
with Stroud & Swindon, which should improve the society's
geographic reach and create synergies for the combined entity to
some extent (S&S's assets represent 15% of Coventry's assets
before the merger).  The integration of the two societies is on
track but some execution risk remains in terms of integrating the
relatively weaker S&S into the Coventry and managing its
operations.  Potential losses from S&S' purchased loan books,
particularly its sub-prime and self-certification mortgages, were
a cause for concern at the time of the merger announcement.
However, the Coventry is fair-valuing the impact of such loans on
its capital base and unless the fair-value of such loans is
underestimated, no further losses from the S&S book of loans
against the capital of the combined entity are expected; also
noting that the asset quality of the S&S has indeed improved since
the end of 2009 .

On the upgrade of the standalone rating to Baa1, Moody's said that
that the Baa1 is consistent with the upper end of C- BFSR range
(C- maps into both Baa1 and Baa2 on the long-term scale) and
reflects the improvement in the Coventry's intrinsic financial
strength.  Accordingly, because Moody's subordinated and junior
subordinated ratings are notched off Moody's standalone ratings,
their ratings were upgraded by one notch to Baa2 and Ba1
respectively.

Coventry's current C- BFSR reflects its good regional franchise,
which has been strengthened by the merger with S&S, its stable
management, strong and improving deposit base and capital levels,
its strong cost efficiency, and earnings performance in the last
18 months as well as its relatively good asset quality and strong
liquidity profile.  The ratings also take into account the
Coventry's low net interest margins which to some extent hampers
its ability to replenish capital.  Moody's note, however, that the
society's good performance in deposit retention and inflows have
had the effect of pressuring its margins somewhat.  The stable
outlook on the Coventry's ratings reflect its strong and improving
capital levels, the resilience of its earnings, which should
withstand some downward pressure on its asset quality that may
stem from the uncertain timing of the economic and housing
recovery in the UK, as well as continued constraints in the credit
and funding markets which may pressure the society's financial
performance in the medium term.

The last rating action on the Coventry was on February 11, 2010,
when the ratings of its PIBS were downgraded from Ba1 to Ba2.

Coventry, headquartered in Coventry, United Kingdom, had total
assets of GBP19.4 billion at end-June 2010.  Stroud & Swindon is
headquartered in Stroud, United Kingdom, and had total assets of
GBP2.7 billion at end-December 2009.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, public information, confidential
and proprietary Moody's Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


LLOYDS BANKING: Moody's Upgrades Dated Subordinated Debt Rating
---------------------------------------------------------------
Moody's has changed the outlook on Lloyds TSB plc's C- standalone
Bank Financial Strength Rating to stable from negative and
affirmed the Aa3 senior debt and deposit ratings, which already
had a stable outlook.  The P-1 short-term rating was also
affirmed.  The C- Financial Strength Rating now maps to a
standalone rating of Baa1 on the long-term scale, upgraded from
the previous mapping of Baa2.  The change in outlook and higher
standalone rating is based on the stabilization that is taking
place in the financial profile of Lloyds Banking Group, and a
reduced likelihood of the rating moving lower over the medium
term.

The outlook on the D+ BFSR (mapping to a standalone rating of
Baa3) of Bank of Scotland plc was also changed to stable from
negative.  Subordinated debt and certain hybrid ratings of the
group (the "Must Pay" securities that are not required by the
European Commission to skip coupons) were upgraded by one notch
and the outlook changed to stable, in line with the change in the
standalone rating.  The "May Pay" securities that are required by
the European Commission to skip coupons and the Enhanced Capital
Notes were affirmed at their current level and the outlook changed
to stable.  The A1 senior debt ratings of Lloyds Banking Group and
HBOS, were affirmed.  Moody's also affirmed and revised the
outlooks to stable from negative for Baa1-rated subordinated debts
at Clerical Medical and Scottish Widows plc.

                        Ratings Rationale

        Rationale for Change of Financial Strength Outlook

Since the last rating action in November 2009 when the Bank
Financial Strength Rating was lowered to C- with a negative
outlook following Lloyds' capital raising and decision not to
participate in the UK government's Asset Protection Scheme, some
notable improvements have become visible:

  - ongoing deleveraging, including a reduction in non-core assets
    by GBP87 billion,

  - strengthened liquidity reserves, from GBP105 billion at the
    end of 2008 to GBP128 billion at the end of H110

  - further progress in the integration of HBOS, including
    GBP1.08 billion of realized annualized cost savings as of H110

  - indications that the earlier high level of impairments have
    peaked, with impairments of GBP6.6 billion in H110, compared
    to GBP13.4 billion in H109

  - increase in Net Interest Margin from 1.72% in H109 to 2.08% in
    H110 against an environment of margin compression among many
    smaller banks and building societies in the UK

Moody's still considers that the profitability of UK banks will
come under pressure from elevated impairments over 2010- 2011,
despite early indications that they may be past the peak.  The
pressure may come particularly from areas such as consumer finance
-- which is vulnerable to an increase in unemployment, or SME
lending -- where small businesses may struggle to maintain
cashflows even as the economy recovers.

However, the rating agency considers that further loan impairments
at LBG can be absorbed at the bank's C- Bank Financial Strength
Rating level.  In particular, given the high level of impairments
already taken on the bank's riskier commercial property assets,
Moody's views LBG as able to withstand Moody's severe stress test
without a need for further capital support.

Nevertheless, the C- Bank Financial Strength Rating also
incorporates the many challenges facing the bank:

  - the ongoing wind-down of the remaining large portfolio of Non-
    Core assets (GBP217 billion at H110)

  - the reduction in the bank's high utilization of wholesale
    funding, including government funding of GBP120 billion at
    the end of H110 -- much of which matures in 2011, but which
    will partly be resolved by the wind-down of non-core assets
    mentioned above

  - the completion of a complex integration, particularly the
    integration of IT systems which is scheduled to take place in
    2011

  - the sale of a portion of the bank's UK franchise due to EC
    requirements (likely to take place in 2012 after the
    integration is completed)

  - the ongoing reduction of a large sectoral exposure to
    commercial real estate

Alongside these challenges is the risk of a further downturn in
the UK economy.

"With the measures that Lloyds has been taking to strengthen the
bank, its standalone credit strength is well captured at the
standalone rating level of Baa1 with limited downside risks", said
Elisabeth Rudman, a Senior Credit Officer at Moody's and lead
analyst for LBG.  "Steady progress in the integration of HBOS, as
well as a further meaningful reduction of non-core assets and in
the high level of wholesale financing, could lead to upward
pressure on the standalone rating" Rudman continued.  Whereas high
levels of impairment losses or management actions which lead to a
reduction in capital ratios from their current strong levels could
lead to negative pressure on the standalone rating.

  Rationale for Affirmed Aa3 Senior Debt Rating, Stable Outlook

The Aa3 senior debt rating with a stable outlook for LTSB
continues to incorporate Moody's expectation of high support by
the UK government.

Despite EC requirements for LBG to dispose of 600 branches and
4.6% market share of the personal current account market in the UK
and approximately 19% of the group's mortgage assets by November
2013, Moody's expect that LBG will remain one of the largest
retail and commercial banks in the UK and that this size and
presence will result in the continuation of the very high
probability of support from the UK government in the future.

Although Moody's expect with time to phase out the levels of
extraordinary support incorporated in the ratings of banks such as
Lloyds (which has 4 notches of uplift from the Bank Financial
Strength Rating to the senior debt ratings), an important factor
in Moody's assessment will be the outcome of further government
actions, including the government-sponsored commission to review
the structure of the banking system, the development of living
wills, and the timing of the sale of the government's shareholding
in LBG.

     Outlook on Bank of Scotland D+ Financial Strength Rating
                 Changed From Negative to Stable

The change in outlook of Bank of Scotland's D+ Bank Financial
Strength Rating (which maps to Baa3 on the long-term debt rating
scale) reflects the fact that LBG is proactively winding down some
of the riskiest assets within Bank of Scotland (BoS), as well as
increasing integration of Bank of Scotland/ HBOS within LBG.
Nevertheless, the standalone financial strength rating still
remains lower at BoS than at Lloyds TSB (whose BFSR represents the
standalone financial strength of the combined group), due to the
higher concentration of weaker assets and slightly lower capital
ratios (Tier 1 ratio of 7.6% at BoS at H110 and 9.4% at HBOS,
compared to 10.3% at LBG).  However, as Moody's move closer to the
full integration of BoS/ HBOS within LBG, Moody's would expect its
standalone ratings to be aligned with Lloyds TSB.

  Upgrade of Dated Subordinated and "Must Pay" Hybrid Securities,
        Affirmation of "May Pay" Hybrid Securities and Ecns

The dated subordinated and hybrid securities of Lloyds Banking
Group, which are not required by the European Commission to skip
coupon payments ("Must Pay" securities), have been upgraded by 1
notch and the outlook changed from negative to stable.  This is in
line with the upgrade in the mapping of the financial strength
rating from Baa2 to Baa1.  Consequently the dated subordinated
debt of Lloyds TSB and Bank of Scotland is upgraded from Baa3 to
Baa2, and the dated subordinated debt of Lloyds Banking Group and
HBOS is upgraded from Ba1 to Baa3.  For more information on the
hybrid securities and their ISINs, please refer to Moody's press
release of November 23 ("Moody's concludes rating action on Lloyds
hybrid and junior subordinated debt").

The hybrid securities of Lloyds Banking Group that are skipping
coupon payments in line with EC requirements ("May Pay"
securities) and are rated on an expected loss basis have been
affirmed at their current level and the outlook changed from
negative to stable.

The Enhanced Capital Notes, the dated non-deferrable Contingent
Capital Instruments which convert to equity if the group's Core
Tier 1 ratio drops below 5%, have been affirmed at their current
level (Ba2 for notes guaranteed by Lloyds TSB and Ba3 for notes
guaranteed by Lloyds Banking Group) and the outlook changed from
negative to stable.  The rating of these instruments reflects the
high loss severity to investors in the event of conversion and the
lack of transparency of the trigger due to influence of the
regulator on the calculation of RWAs.  The ratings of these
instruments is not likely to move higher if the bank's standalone
rating is upgraded.

     Outlook on Insurance Subordinated Debts Changed to Stable

Moody's also affirmed and revised the outlooks to stable from
negative for Baa1-rated subordinated debts at Clerical Medical and
Scottish Widows plc.

Moody's said that the revision to stable from negative for the
subordinated debts at Lloyds TSB's insurance operations (Scottish
Widows plc and Clerical Medical) reflected the ongoing stability
of the insurance operations -- Aa3 and A1 IFSR, stable outlook,
respectively -- as well as the upgrade and stable outlook for
subordinated securities at Lloyds TSB Bank and Bank of Scotland.
Moody's added that the insurance subordinated debt continues to be
rated higher than the subordinated debt of both Lloyds TSB Bank
and Bank of Scotland by one notch and two notches respectively.
This reflects Moody's expectations that the solvency positions of
both Scottish Widows and Clerical Medical will continue to be
robust going forward.  Nevertheless, whilst Moody's believe the
capital of the insurance operations remains partially protected,
the insurance subordinated debts continue to be notched wider than
Moody's standard notching for insurers, reflecting Moody's view
that Lloyds Banking Group's capital base is increasingly managed
centrally.

The last rating action on the group was November 23, 2009, when
Moody's concluded the reviews on hybrid securities.  The last
announcement on the bank's BFSR was on November 3, 2009, when the
BFSR was downgraded to C- with a negative outlook.

Lloyds Banking Group is based in the United Kingdom, and had total
assets of GBP1,028 billion at June 30, 2010.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, public information, confidential
and proprietary Moody's Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


MUTUAL SECURITIZATION: Moody's Confirms B1 Rtng on Class A1 Notes
-----------------------------------------------------------------
Moody's Investors Service confirmed the B1 (sf) rating on the
GBP140M Class A1 Limited Recourse Bonds due 2012 issued by Mutual
Securitization plc.  The announcement brings to a close the review
announced on 18 December 2009.

The review was prompted by concerns over the possibility that an
Issuer Event of Default (EoD) had occurred under condition 11.c of
the terms and conditions of the bonds.  Moody's noted that the
assets of the Issuer were estimated at approximately GBP 142
million, representing an asset shortfall of approximately GBP 14
million compared to the outstanding bond balance.  This raised the
possibility of the Issuer being deemed unable to pay its debts as
and when they fall due within the meaning of 214 of the Companies
Act 1963 of Ireland (as amended) and Section 2(3) of the Companies
(Amendment) Act, 1990 of Ireland.  The provisions of the relevant
sections of these legislations contain a reference to a balance
sheet insolvency test, explicitly noting that a company is unable
to pay its debts as and when they fall due if, amongst other
things, the value of its assets is lower than the value of its
liabilities (including prospective and contingent liabilities).
Such an EoD may lead to a pro-rata distribution of payments to the
Class A1 and A2 bondholders, resulting in a loss to the Class A1
bonds.

Having reviewed the provisions in the documents and a recent legal
opinion, Moody's is of the view that the limited recourse language
in the documents is sufficient to prevent the Issuer failing this
balance sheet insolvency test.  However, should future audited
accounts of the Issuer contain any qualifications in this regard,
Moody's will need to conduct further investigations into this
matter.

The B1 (sf) ratings for the Class A1 bonds are based on the rating
approach summarized below:

Under the transaction documents, the insolvency of National
Provident Institution could result in the pro-rata distribution of
cash to the Class A1 and Class A2 bondholders.  This would result
in losses to the Class A1 bondholders of 10% to 20% depending on
how much of the projected emerging surplus actually materializes.
Moody's calculates the expected loss to investors by weighting the
loss in the insolvency / no insolvency scenarios by the
probability of default.  NPI is currently an unrated entity and
therefore Moody's relies on an internal Credit Estimate to
determine NPI's probability of default.

When using credit estimates, Moody's applies the guidelines
detailed in the "Updated Approach to the Usage of Credit Estimates
in Rated Transactions" published in October 2009.  Section III A
of this report explains that when there is a high degree of
reliance on the credit of a single unrated counterparty Moody's
must consider the case where the counterparty is assumed to be
rated Caa2.  The methodology stipulates that the assigned rating
of the security should be no more than two notches higher than the
rating arrived at under this stress assumption.  If Moody's
consider the case where NPI is assumed to have a rating of Caa2,
Moody's arrive at an expected loss on the bonds equivalent to a B3
(sf) rating, limiting the maximum rating of the Class A1 bonds to
B1 (sf).

Date of last rating action: 18 December 2009 where the Class A1
bonds were downgraded from Ba3 (sf) to B1 (sf) and placed on
review for possible downgrade.

The rating addresses the expected loss posed to investors by the
legal final maturity.  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.


SHIP LUXCO: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating and a Ba3 probability of default rating to Ship Luxco 3,
the parent company of the WorldPay borrowing group.  Moody's has
concurrently assigned a provisional (P)Ba2 rating to the senior
secured bank debt of Ship Luxco 3, including a GBP235 million six-
year amortizing Term Loan A, a GBP585 million seven-year bullet
Term Loan B, as well as a GBP75 million six-year Revolving Credit
Facility and a GBP75 million six-year Capital Expenditure
Facility.  The outlook on all ratings is stable.

The rating assignment follows the announcement by Advent
International and Bain Capital on August 6, 2010, that they had
agreed to acquire an approximately 80% stake in WorldPay from RBS
Group, valuing the company at approximately GBP1.94 billion.  RBS
Group will retain an approximate 20% stake in the company.  The
transaction is scheduled to close in Q4 2010, subject to certain
approvals.  The rated debt will be used together with GBP 300
million of mezzanine debt to fund the acquisition, in conjunction
with about GBP820 million of equity.

WorldPay's business model is spread across the acquiring,
processing and gateway parts of the card-processing value chain.
It is positioned as a leader in the UK market (with over 40%
market share) and in Europe and has a solid presence in the US.
WorldPay's business profile benefits from positive industry
trends, such as increased card payments penetration and growth in
e-commerce, a large and diversified customer base and stable cash
flow generation.

                        Ratings Rationale

"The Ba3 rating reflects WorldPay's comparatively high
profitability vis-a-vis rated peers, driven by its high-margin
acquiring business, which enjoys considerable barriers to entry, a
leading market position in the UK and significant economies of
scale," said Tanya Savkin, Moody's lead analyst for WorldPay.
"Moody's expects WorldPay to continue to generate stable cash
flows post-separation from RBS Group thanks to continued
favourable industry growth dynamics and long-term customer
referral arrangements with RBS Group.  However, the rating agency
notes that the company's financial metrics are weakened by
separation costs, a new capital structure and capex required for
its core system upgrade.  Revenues will also likely be negatively
impacted over time through greater usage of debit cards compared
to credit cards."

The company's liquidity profile is reasonable, supported by the
cash-flow-generative nature of the business and the undrawn GBP 75
million revolving credit facility.  Maintenance financial
covenants have been set with customary headroom in line with the
business plan.

Moody's understands that WorldPay will continue to leverage RBS
Group's acquiring licences in the near to medium term while
WorldPay obtains its own acquiring licenses.  The stable rating
outlook reflects Moody's expectations that the separation process
will proceed smoothly, also given the transitional service
agreements with RBS and the sponsors' prior experience in the
payments processing business.  It also reflects Moody's view that
WorldPay should maintain its strong market position, high
profitability and adequate liquidity.

Positive pressure on the ratings could arise if the company
materially de-leverages its balance sheet, leading to a debt-to-
EBITDA ratio of below 4.0x, and EBIT-to-Interest-expense coverage
ratio of above 2.0x.  Downward pressure might occur as a result of
a deterioration in the debt-to-EBITDA ratio towards 5.5x; EBIT-to-
Interest-expense coverage trending below 1.5x; or free cash flow
turning negative.

Moody's issues provisional ratings subject to pending regulatory
approvals of the transaction.  Once the approvals are granted,
Moody's will endeavor to assign a definitive rating to the bank
facilities.  A definitive rating may differ from a provisional
rating.

Headquartered in London (UK), WorldPay is a leading global payment
services provider.  In 2009, WorldPay generated 58% of its revenue
in the UK, 27% in the US, 12.5% in the rest of Europe and the
remaining 2.5% in Asia Pacific and RoW.  The company processed a
total of 6.8 billion card payment transactions in 2009 with a
value of GBP243 billion, generating revenue of GBP527 million and
EBITDA of GBP284 million, as reported in the audited non-statutory
carve-out financial statements.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information, confidential and proprietary Moody's
Investors Service's information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of assigning a credit rating.

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

MOODY'S adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources MOODY'S considers to be reliable including, when
appropriate, independent third-party sources.  However, MOODY'S is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


SKY DEVELOPMENTS: Goes Into Administration
------------------------------------------
BBC News reports that Sky Developments has been placed into
administration.

The report relates financial consultants BDO were appointed as
administrators last week.

The construction and development sector in Northern Ireland has
been badly affected by the economic downturn, the report notes.

Sky Developments is a County Down building firm which specializes
in energy efficient homes.


                            *********

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
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Claro, Rousel Elaine T. Fernandez, Frauline S. Abangan and Peter
A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN 1529-2754.

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                 * * * End of Transmission * * *