TCREUR_Public/110217.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, February 17, 2011, Vol. 12, No. 34

                            Headlines



C Z E C H   R E P U B L I C

SAZKA AS: Wants Creditors to Extend Debt Repayments


G E R M A N Y

LEHMAN BROTHERS: Has US$6.6 Bil. Deal With LB Bankhaus Creditors
TALISMAN-3 FINANCE: Fitch Affirms C Ratings on Classes E & F Notes
WESTLB AG: Owners Agree to Split Bank Into Four Units


H U N G A R Y

PROMO-INDRA CONSORCIO: Goes Into Liquidation Following Probe


I R E L A N D

ALLIED IRISH: In Talks with IBOA Over Future Job Losses
ANGLO IRISH: Plans to Sue Ex-Chief Over Sean Fitzpatrick's Loans
BANK OF IRELAND: S&P Lifts Ratings on Lower Tier 2 Debt to 'CCC'
CHESS CAPITAL: Moody's Cuts Rating on EUR125-Mil. Notes to 'C'
GREEN ISLAND: Moody's Cuts Rating on EUR125-Mil. Notes to 'C'

* Moody's Takes Rating Actions on Irish Banks' Covered Bonds


I T A L Y

LEHMAN BROTHERS: Italian Court Orders Seizure of Unit's Assets


L U X E M B O U R G

EUROPROP SA: Moody's Cuts Rating on Class C Notes to 'Caa2 (sf)'
MELCHIOR CDO: S&P Lifts Ratings on Two Classes of Notes to B (sf)


N E T H E R L A N D S

HEAD NV: Shareholders Balk at Rights Offer


S P A I N

AYT COLATERALES: S&P Assigns 'BB- (sf)' Rating to Classes D Notes
GC FTPYME: S&P Junks Rating on Class E Notes From 'B (sf)'
IM GRUPO BANCO: DBRS Assigns 'CCC' Rating to Series B Notes
REYAL URBIS: Creditors Seek Tenants for New Office Project
SANTANDER HIPOTECARIO: S&P Cuts Rating on Class E Notes to D (sf)


S W I T Z E R L A N D

BARRY CALLEBAUT: S&P Gives Positive Outlook; Affirms 'BB+' Rating


U K R A I N E

SSB NO 1: Fitch Assigns 'B' Rating to Limited Recourse Notes
STATE SAVINGS: Moody's Assigns 'B2' Rating to Senior Notes


U N I T E D   K I N G D O M

PREMIER FOODS: Moody's Assigns 'Ba2' Corporate Family Rating
YELL GROUP: Pre-Tax Profits Down to GBP38.6M in 9-Mos to Dec. 2010


X X X X X X X X


* Upcoming Meetings, Conferences and Seminars


                            *********


===========================
C Z E C H   R E P U B L I C
===========================


SAZKA AS: Wants Creditors to Extend Debt Repayments
---------------------------------------------------
Krystof Chamonikolas at Bloomberg News reports that Mlada Fronta
Dnes, citing a letter obtained by Czech mining and finance company
KKCG, said Sazka AS asked creditors to agree to an extension of
debt repayments.

According to Bloomberg, the newspaper said that KKCG, owned by
billionaire Karel Komarek, rejected the request and took its
CZK400 million (US$22 million) claim, which was due for repayment
on Dec. 17, to a court, asking it to install an administrator at
Sazka.

Separately, CTK reports that KKCG has filed an injunction petition
with the Municipal Court in Prague seeking to prevent Sazka's
board from handling the company's assets.  It has also proposed to
appoint a temporary creditor committee for Sazka, CTK discloses.

CTK relates that KKCG, which is one of Sazka's biggest creditors,
said it had submitted the proposals because Sazka is ready to
entrust the management of its assets to persons whose interests
may be in contradiction with the interests of Sazka shareholders
and creditors.

CTK notes that Sazka said it rejects KKCG's proposal and will
defend itself against it by all available means.

                           Investment

On Feb. 9, 2011, the Troubled Company Reporter-Europe, citing
Reuters, related that Sazka said it had agreed to take on Penta
Investments and E-Invest as financial partners who would take
operating control of Sazka and a share of future profits but no
equity in the firm.  "We are ready to invest as much as will be
needed to end the insolvency proceedings against Sazka as soon as
possible," Reuters quoted E-Invest chief Martin Ulcak as saying.
"The strategic partnership is for 15 years and there is roughly
over CZK2 billion (US$112.7 million) needed now.  We have the
capacity to cover that."  Penta chief Marek Dospiva said the
investors would provide money to pay off a missed EUR4 million
January payment on the principle of Sazka's 215 million euro bond
CZ025854705= and that the bond would be likely repaid by 2021 as
planned, Reuters disclosed.  Reuters noted that Mr. Dospiva, whose
firm owns a majority stake in betting firm Fortuna, said Fortuna's
plans for its own lottery plan were unaffected and that Penta
would look for synergies with Sazka.

                     Insolvency Proceedings

As reported by the Troubled Company Reporter-Europe on Jan. 26,
2011, CTK said Sazka wants the Municipal Court in Prague to order
hearing of the insolvency proceedings initiated by Czech
businessman Radovan Vitek's firm Moranda against the company.
Sazka demands that the court deal with Moranda's proposal in the
physical presence of both sides' lawyers, CTK disclosed.  If Sazka
did not take this step, the court could decide on the insolvency
proposal on the basis of the presented documents only, CTK noted.
Mr. Vitek asserts that Sazka is in an insolvency situation because
it has excessive debts, with total debts worth more than CZK10
billion, according to CTK.  He claims that Sazka's owner's equity
has a negative value, CTK said.

As reported by the Troubled Company Reporter-Europe, Bloomberg
News, citing CTK, said Mr. Vitek, who owns Sazka debts worth
CZK1.5 billion (US$81.7 million), filed an insolvency proposal
against the company on Jan. 17.

The Troubled Company Reporter-Europe, citing Bloomberg News,
related on Jan. 17 that Sazka Chairman Ales Husak said the
company isn't legally in an insolvency situation and will use all
available means to fight attempts to put it into bankruptcy.
Sazka also doesn't recognize debt claims made by Mr. Vitek and
accused him of trying to start a "hostile takeover attempt,"
Bloomberg quoted Jaromir Cisar, Sazka's lawyer, as saying.

Sazka AS is a provider of lotteries and sport betting games in the
Czech Republic.


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


LEHMAN BROTHERS: Has US$6.6 Bil. Deal With LB Bankhaus Creditors
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and creditors of its second-largest
foreign affiliate, German-based Lehman Brothers Bankhaus AG, have
reached a US$6.6 billion settlement, according to a February 4,
2011 report by The Wall Street Journal.

The agreement "settles all intercompany relationships" between
the two parties and must be approved by both the U.S. Bankruptcy
Court in Manhattan and a German court.  LB Bankhaus also said it
will support Lehman's revised Chapter 11 plan, The Journal
reported.

A Lehman spokeswoman said LB Bankhaus filed a US$25 billion
claim.  If both courts approve the settlement, the German
affiliate will have a claim for US$6.6 billion, Bloomberg News
reported.

"This agreement is a milestone in the resolution of the Lehman
proceedings and is in line with our overall approach to favor
compromises with affiliates and avoid lengthy and costly
litigation," Lehman Chief Executive Bryan Marsal said in a
statement.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TALISMAN-3 FINANCE: Fitch Affirms C Ratings on Classes E & F Notes
------------------------------------------------------------------
Fitch Ratings has upgraded Talisman-3 Finance p.l.c. CMBS class C
notes, and affirmed all other outstanding tranches:

  -- EUR16.2m class B (XS0256114892): affirmed at 'AAAsf'; Outlook
     Stable

  -- EUR19.6m class C (XS0256115436): upgraded to 'AAsf' from
     'Asf'; Outlook Stable

  -- EUR42.7m class D (XS0256115865): affirmed at 'CCCsf';
     Recovery Rating 'RR2'

  -- EUR10m class E (XS0256116327): affirmed at 'Csf'; Recovery
     Rating 'RR6'

  -- EUR5m class F (XS0256116673): affirmed at 'Csf'; Recovery
     Rating 'RR6'

The upgrade of the class C notes and the Stable Outlooks of the
class B and C notes have been driven by the significant increase
in credit enhancement following the re- and prepayment of two
loans on the January 2011 interest payment date.  The collateral
balance has further decreased to 11.4% of its original size of
EUR820 million due to the repayment of the Trier loan and the
prepayment of the Bastion loan.  The fully sequential principal
allocation resulted in full repayment of the class A notes and a
significant increase in credit enhancement for the remaining
notes.

The rating actions also reflect the stable performance of the
Waterloo loan, which accounts for 29.1% of the loan balance.  The
Berlin & Dresden loan (70.9% of the portfolio) is significantly
weaker and has a substantially increased likelihood of incurring a
loss which, in turn, would result in a loss on the junior notes.
The ratings of the class D to E notes, which already reflected
this expectation, were affirmed on this basis.

Fitch employed its criteria for European CMBS surveillance to
analyze the quality of the underlying commercial loans.


WESTLB AG: Owners Agree to Split Bank Into Four Units
-----------------------------------------------------
James Wilson at The Financial Times reports that WestLB AG's
owners have agreed to split the bank into four separate units and
slash its asset base in a last-minute compromise to try to meet
the concerns of European competition authorities.

According to the FT, the proposal was presented shortly before the
expiry of a Tuesday deadline but the bank must now wait to find
out whether the suggested restructuring meets the demands of
Joaquin Almunia, the EU's competition commissioner.

The bank, whose need for repeated state bail-outs makes it a
serial offender in the eyes of EU competition watchdogs, has been
under orders since 2009 to cut its balance sheet by half and sell
key subsidiaries as recompense for a bail-out, the FT states.  Its
owners also agreed to a change of ownership by the end of this
year, the FT discloses.

Under the updated restructuring plan, WestLB will cut its assets
by a further one-third by 2015, the FT discloses.  It will also
create four internal units to facilitate spin-off sales or
consolidation into other banks, the FT states.  One spin-off is
likely to be a bank that will provide one of the core Landesbank
functions -- providing services to smaller local savings banks and
corporate finance in the bank's home region, the FT notes.  This
unit would probably be financed by the savings banks themselves,
which are already joint owners of WestLB, the FT says.  Other
speciality finance units are also set to be sold, according to the
FT.

The FT relates that WestLB said on Tuesday the plan would require
unspecified "burden-sharing" among its owners -- the state of
North Rhine-Westphalia and the German government.  Haggling over
the cost of the plan has gone on for weeks, the FT recounts.

                          About WestLB

Headquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB)
-- http://www.westlb.com/-- provides financial advisory, lending,
structured finance, project finance, capital markets and private
equity products, asset management, transaction services and real
estate finance to institutions.  In the United States, certain
securities, trading, brokerage and advisory services are provided
by WestLB AG's wholly owned subsidiary WestLB Securities Inc., a
registered broker-dealer and member of the NASD and SIPC.
WestLB's shareholders are the two savings banks associations in
NRW (25.15% each), two regional associations (0.52% each), the
state of NRW (17.47%) and NRW.BANK (31.18%), which is owned by NRW
(64.7%) and two regional associations (35.3%).


=============
H U N G A R Y
=============


PROMO-INDRA CONSORCIO: Goes Into Liquidation Following Probe
------------------------------------------------------------
MTI-Econews, citing business daily Napi Gazdasag, reports that
Promo-Indra Consorcio went into liquidation on Feb. 2.

MTI relates that the newspaper said police had launched an
investigation of the company after clients filed complaints
regarding Promo-Indra.

According to MTI, Promo-Indra offered membership-fee funded
financing for the purchase and renovation of real estate,
selecting those receiving financing via bidding or lottery.

Promo-Indra Consorcio is a home purchase scheme.


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


ALLIED IRISH: In Talks with IBOA Over Future Job Losses
-------------------------------------------------------
Siobhan Creaton and Emmet Oliver at Irish Independent report that
staff representatives led by Irish Bank Officials' Association
(IBOA) general secretary Larry Broderick met Allied Irish Banks
plc's executive chairman David Hodgkinson on Monday to discuss the
future of its 25,000-strong workforce amid expectations of major
job cuts by the end of this month.

No details, in terms of the size of future job losses or the
timescale for the redundancies, were given at the meeting, Irish
Independent notes.  A previous redundancy plan, drafted by AIB's
former managing director Colm Doherty, included the axing of 3,000
jobs, according to Irish Independent.

The job announcement is now expected to be included in the bank's
2010 results, due to be issued within weeks, Irish Independent
states.  Irish Independent sys the bank is currently without a
chief executive, but Mr. Hodgkinson is expected to unveil the
results himself and talk to analysts.

The bank, which has been effectively nationalized, has already
sold off valuable assets such as its Polish bank and a 22% stake
in the US bank M&T to raise money, Irish Independent recounts.

It has also been trying to sell its UK business, using funds to be
injected by the government as part of its recapitalization in the
coming months to accelerate that disposal, Irish Independent
notes.

According to Irish Independent bank officials working directly for
these divisions are viewed as being most vulnerable to future job
cuts in the near term.

AIB has already cut 1,200 jobs since 2008, and the IBOA will be
trying to uphold the severance terms previously offered to its
members who left the bank, Irish Independent discloses.

Any severance deal will have to be notified to and approved by the
Finance Minister, Irish Independent states.

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 Jan. 20,
2011, Standard & Poor's Ratings Services raised its ratings on the
lower Tier 2 subordinated debt issued by Allied Irish Banks PLC
(AIB; BBB/Watch Neg/A-2), which had been subject to the exchange
offer, to 'CCC' from 'D'.  The 'BBB/A-2' counterparty credit
ratings on AIB remain on CreditWatch with negative implications,
where they were placed on Nov. 26, 2010.

"This 'CCC' rating reflects the fact that AIB will need to raise
further equity capital before end-February, that it may require
further capital as a result of the PCAR stress test, and our view
that there is a clear and present risk that these instruments
could be subject to further restructuring-like action in order to
achieve it," said Standard & Poor's credit analyst Nigel
Greenwood.

The ratings on AIB were placed on CreditWatch with negative
implications on Nov. 26, 2010, pending the outcome of a sovereign
rating review.  S&P views the fortunes of the Irish sovereign as
intertwined with those of the banking system, and a downgrade of
the sovereign may impact its ratings on AIB.


ANGLO IRISH: Plans to Sue Ex-Chief Over Sean Fitzpatrick's Loans
----------------------------------------------------------------
Colm Keena at The Irish Times reports that Anglo Irish Bank has
told former chief executive David Drumm's bankruptcy proceedings
in the US that it intends to sue him for his role in the treatment
of Sean FitzPatrick's loans and other controversial matters at the
bank.

According to The Irish Times, the bank has said it is going to
pursue a claim for breach of fiduciary duty against its former
chief executive arising from alleged misconduct and deception.

The Irish Times relates that the bank has told the court the
alleged breaches arise from actions carried out by Mr. Drumm in
relation to loans Mr. FitzPatrick had from the bank and which were
temporarily transferred to Irish Nationwide at the end of each
financial year so they would not appear on the Anglo books.

Another alleged breach arose from Mr. Drumm's role in the creation
of loan security letters for investors in Anglo shares at the time
the Sean Quinn shareholding in the bank was being bought out with
the bank's own money in 2008, The Irish Times discloses.

The Irish Times notes that the bank has further told the court it
would be seeking damages from Mr. Drumm arising from non-recourse
loans given to directors, including former finance director
Willie McAteer, mostly so they could buy Anglo shares.

The bank has notified the Boston court that it would be claiming
legal costs from Mr. Drumm arising from Irish court proceedings
between him and the bank, The Irish Times says.

According to The Irish Times, a crucial date in the case comes on
March 18th next, as it is the deadline for any attempt by any
creditor to prevent Mr. Drumm from being discharged from a
particular debt.  The creditor would have to show malfeasance or
bad faith by Mr. Drumm in relation to the debt, The Irish Times
states.

As reported by the Troubled Company Reporter-Europe on Oct. 19,
2010, Bloomberg News said Mr. Drumm filed for bankruptcy months
after Anglo sought repayment of loans from him.  Bloomberg
disclosed that Mr. Drumm, who resigned from the Dublin-based bank
in December 2008, listed assets and liabilities at US$1 million to
US$10 million on Oct. 14 in the U.S. Bankruptcy Court in Boston.
Anglo Irish Bank's lawyers told a court in Dublin in December 2009
that the bank was seeking repayment of loans valued at about
EUR8 million (US$11.3 million) from Mr. Drumm, according to
Bloomberg.  Mr. Drumm's liabilities were primarily business debts,
Bloomberg said, citing the former chief executive's Oct. 14 filing
under Chapter 7 of the U.S. Bankruptcy Code.

Anglo Irish Bank Corp PLC -- http://www.angloirishbank.com/--
operates in three core areas: business lending, treasury and
private banking.  The Bank's non-retail business is made up of
more than 11,000 commercial depositors spanning commercial
entities, charities, public sector bodies, pension funds, credit
unions and other non-bank financial institutions.  The Company's
retail deposits comprise demand, notice and fixed term deposit
accounts from personal savers with maturities of up to two years.
Non-retail deposits are sourced from commercial entities,
charities, public sector bodies, pension funds, credit unions and
other non-bank financial institutions.  In addition, at Sept. 30,
2008, its non-retail deposits included deposits from Irish
Life Assurance plc.  The Private Bank offers tailored products and
solutions for high net worth clients and operates the Bank's
lending business in Ireland and the United Kingdom.

                        *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2010, DBRS downgraded the ratings of the Euro Dated Subordinated
Notes (specifically the EUR325.2 million Floating Rate
Subordinated Notes due 2014, EUR500 million Callable Subordinated
Floating Rate Notes due 2016 and the EUR750 million Dated
Subordinated Floating Rate Notes due 2017) (collectively referred
to as the 2017 Notes) issued by Anglo Irish Bank Corporation
Limited (Anglo Irish or the Bank) to 'D' from 'C'.  DBRS said the
downgrade follows the execution of the Bank's note exchange offer.
The default status for the exchanged and now-extinguished 2017
Notes reflects DBRS's view that bondholders were offered limited
options, which, as discussed in DBRS' press release dated
October 25, 2010, is considered a default per DBRS policy.

On Oct. 29, 2010, the Troubled Company Reporter-Europe reported
that Standard & Poor's Ratings Services lowered its rating on
Anglo Irish Bank Corp. Ltd.'s non-deferrable dated subordinated
debt (lower Tier 2) securities to 'D' from 'CCC'.  The downgrade
of the lower Tier 2 debt rating reflects S&P's opinion that the
bank's exchange offer is a "distressed exchange" and tantamount to
default in accordance with its criteria.


BANK OF IRELAND: S&P Lifts Ratings on Lower Tier 2 Debt to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on the two Canadian dollar-denominated lower Tier 2 subordinated
debt instruments issued by Bank of Ireland (trading name of the
Governor & Company of the Bank of Ireland) to 'CCC' from 'D'.

On Feb. 2, 2011, BOI announced an exchange offer for two of its
lower Tier 2 instruments.  It offered bondholders the opportunity
to exchange any or all of their existing notes at rates of 52 or
59 cents on the dollar, into a new 11-month senior government-
guaranteed bond.  S&P considered this to be a "distressed
exchange".

On Feb. 11, 2011, BOI announced the conclusion of the exchange
offer.  It said that it had accepted for exchange C$138 million of
these lower Tier 2 instruments and that this had created
additional equity Tier 1 capital of about EUR45 million.

In accordance with its criteria, S&P has raised the lower Tier 2
instruments subject to the exchange offer to 'CCC' from 'D', in
line with the lower Tier 2 instruments which had not been subject
to the exchange offer.

"This 'CCC' rating reflects BOI's ongoing need to raise further
equity capital to reach the EUR2.2 billion target set by the Irish
financial regulator, and the possibility that this target may yet
increase as a result of the regulator's Prudential Capital
Assessment Review exercise," said Standard & Poor's credit analyst
Giles Edwards.  "The Irish government has said that if BOI cannot
raise all this equity, the government will provide the balance."

The ratings on BOI remain on CreditWatch with negative
implications, where S&P placed them on Nov. 26, 2010, pending the
outcome of the sovereign rating review and its assessment of the
potential for extraordinary support once the regulator announces
the impact of the PCAR and Prudential Liquidity Assessment
Review on BOI.


CHESS CAPITAL: Moody's Cuts Rating on EUR125-Mil. Notes to 'C'
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of these notes
issued by CHESS Capital Securities plc.

  -- EUR125,000,000 Perpetual Tier-One Pass-Through Securities
     Notes, Downgraded to C; previously on Jun 9, 2010 Downgraded
     to Ca

                        Ratings Rationale

The transaction is a pure pass-through of the rating of non-
cumulative Perpetual Capital Securities of EBS Capital No. 1 S.A.
The rating action follows the downgrade of these securities to C
from Ca.

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 six months.


GREEN ISLAND: Moody's Cuts Rating on EUR125-Mil. Notes to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of these notes
issued by Green Island Capital Securities plc.

  -- EUR125,000,000 Perpetual Tier-One Pass-Through Securities
     Notes, Downgraded to C; previously on Jun 9, 2010 Downgraded
     to Ca

                        Ratings Rationale

The transaction is a pure pass-through of the rating of non-
cumulative Perpetual Capital Securities of EBS Capital No. 1 S.A.
The rating action follows the downgrade of these securities to C
from Ca.

The EUR125 million amount of the shares was tendered by
EUR78,942,000 million last year reducing the outstanding amount to
46,058,000 million.


* Moody's Takes Rating Actions on Irish Banks' Covered Bonds
------------------------------------------------------------
Moody's Investors Service has taken these rating actions on
covered bonds issued by Irish banks:

  -- Mortgage covered bonds issued by Bank of Ireland Mortgage
     Bank (Bank of Ireland): Baa3, on review for further possible
     downgrade; previously on 20 December 2010, downgraded to A1
     on review for possible downgrade

  -- Mortgage covered bonds issued by AIB Mortgage Bank (AIB):
     Baa3, on review for further possible downgrade; previously on
     20 December 2010, downgraded to A2 on review for possible
     downgrade

  -- Mortgage covered bonds issued by EBS Mortgage Finance (EBS):
     Baa3, on review for further possible downgrade; previously on
     20 December 2010, downgraded to A2 on review for possible
     downgrade

The timely payment indicators of these covered bond programs have
been lowered to "Very Improbable" from "Improbable".

  -- Mortgage covered bonds issued by Anglo Irish Bank Corporation
      (Anglo Irish) under its UK Covered Bond Programme: Ba3, on
     review for further possible downgrade; previously on 20
     December 2010, downgraded to Baa3 on review for possible
     downgrade

  -- Mortgage covered bonds issued by Anglo Irish Mortgage Bank:
     Ba3, on review for further possible downgrade; previously on
     20 December 2010, downgraded to Baa3 on review for possible
     downgrade

The timely payment indicators of these covered bond programs
remain at "Very Improbable".

The current ratings assigned to the existing covered bonds of the
above programs can be expected to be assigned to all subsequent
covered bonds issued under the relevant programs, all other
variables being equal.  Any future rating actions are expected to
affect all covered bonds issued under the relevant programs.

The rating assigned by Moody's addresses the expected loss posed
to investors.  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.

                        Ratings Rationale

The rating actions on the covered bonds were prompted by the
corresponding rating actions taken by Moody's Financial
Institutions Group on the underlying institutions supporting these
covered bonds.  For its covered bond analysis in the case of Bank
of Ireland, AIB, EBS and Anglo Irish Mortgage Bank, Moody's uses
the rating of the respective parents as the "issuer rating".  The
reason for this is that the covered bond issuers are set-up as
unlimited liability companies.  The senior unsecured ratings of
the banks supporting the covered bonds were downgraded on
February 11, 2011 and on December 20, 2010:

  -- Bank of Ireland (BoI): to Ba1/Not-Prime from Baa2/P-2; on 20
     December 2010 to Baa2 from A1, on review for possible
     downgrade

  -- Allied Irish Banks (AIB): to Ba2/Not-Prime from Baa3/P-3; on
     20 December 2010 to Baa3 from A1, on review for possible
     downgrade

  -- EBS Building Society (EBS): to Ba2/Not-Prime from Baa3/P-3;
     on 20 December 2010 to Baa2 from A3, on review for possible
     downgrade

  -- Anglo Irish Bank (Anglo Irish): to Caa1 from Ba3.; on 20
     December 2010 to Ba3 from Baa3, on review for possible
     downgrade

Furthermore, the downgrade of the unguaranteed senior debt rating
of the Irish banks was linked to increasing doubt surrounding the
government's willingness to provide additional support to the
banks, beyond that which it has already provided to date.  In
turn, this leads to increased uncertainty over the ability and
willingness of the issuers to provide support to a covered bond
program of any other Irish issuer if such an issuer defaults,
causing the Timely Payment Indicators for all Irish Covered Bond
programs to be set at "Very Improbable".

The ratings of the covered bonds issued by Bank of Ireland, AIB
and EBS are therefore capped at the current rating level because
of the TPI framework.  The covered bonds have now a TPI leeway of
two notches in the case of Bank of Ireland, and one notch in the
case of AIB and EBS.  This means that the issuer ratings can be
downgraded by one or two notches, respectively, without the TPIs
triggering another downgrade of the covered bonds.

The ratings of the covered bonds issued by Anglo Irish and Anglo
Irish Mortgage Bank have been lowered to Ba3, which represents the
lowest point in the TPI table.  The ratings of all Irish mortgage
covered bonds are on further review for possible downgrade because
the issuer ratings are on review for possible downgrade.

Concurrently, Moody's has also downgraded the ratings of the
Mortgage Backed Promissory Notes issued by Bank of Ireland
Mortgage Bank to Baa2 on review for possible downgrade, whilst
those issued by KBC Bank Ireland were downgraded to Baa1.  This
downgrade is due to the downgrade of KBC Bank Ireland's senior
debt rating to Baa3 from Baa2 on February 11, 2011.  The ratings
of the MBPNs benefit from a two-notch uplift from the issuer's
senior debt rating.  MBPNs are only eligible to be rated by
Moody's if the issuer (or its parent) is rated at least Baa2 by
Moody's.  Hence, going forward, newly issued MBPNs will not be
rated by Moody's.

                  Key Rating Assumptions/Factors

Moody's Covered bond ratings are determined after applying a
two-step process: an expected loss analysis and a TPI framework
analysis.

EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond.  The primary model used is Moody's Covered Bond
Model, which determines expected loss as a function of the
issuer's probability of default, measured by the issuer's senior
unsecured debt rating, and the stressed losses on the cover pool
assets following issuer default.

TPI FRAMEWORK: Moody's assigns a TPI, which indicates the
likelihood that timely payment will be made to covered bondholders
following issuer default.  The effect of the TPI framework is to
limit the covered bond rating to a certain number of notches above
the issuer's rating.

                      Sensitivity Analysis

The robustness of a covered bond rating largely depends on the
credit strength of the issuer.

The number of notches by which the issuer's rating may be
downgraded before the covered bonds are downgraded under the TPI
framework is measured by the TPI Leeway.

Based on the current TPI of "Very Improbable" the TPI Leeway for
the covered bonds issued by Bank of Ireland is two notches,
meaning that the issuer ratings would need to be downgraded to B1
before the covered bonds are downgraded.  For AIB and EBS, the TPI
leeway is one notch, meaning that the issuer ratings would need to
be downgraded to B1 before the covered bonds are downgraded, all
other variables being equal.  The ratings of the covered bonds
issued by Anglo Irish and Anglo Irish Mortgage Bank are not
subject to restriction due to the TPI.

A multiple-notch downgrade of the covered bonds might occur in
certain limited circumstances.  Some examples might be (i) a
sovereign downgrade negatively affecting both the issuer's senior
unsecured rating and the TPI; (ii) a multiple-notch downgrade of
the issuer; or (iii) a material reduction in the cover pool's
value.


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


LEHMAN BROTHERS: Italian Court Orders Seizure of Unit's Assets
--------------------------------------------------------------
An Italian judge ordered the seizure of a combined EUR7.3 million
from Lehman Brothers International (Europe) and Credit Suisse
Securities (Europe) Ltd. over a EUR2.2 billion securitization
issue, according to a January 31, 2011 report by Reuters.

The court ruling is part of an investigation into the
securitization of health sector assets in 2007 by So.Re.Sa, a
company set up by the Campania region.  LBIE and Credit Suisse
are accused of evading taxes on the issue, Reuters reported.

Various international banks have been put under investigation in
Italy over local authority derivatives contracts which, in some
cases, led to seizure of assets by prosecutors, according to the
report.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


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


EUROPROP SA: Moody's Cuts Rating on Class C Notes to 'Caa2 (sf)'
----------------------------------------------------------------
Moody's Investors Service has downgraded these classes of notes
issued by Europrop (EMC VI) S.A (amounts reflect initial
outstandings):

Issuer: EuroProp (EMC VI) S.A.

  -- EUR380.25M Class A, Downgraded to Baa2 (sf); previously on
     Aug 13, 2010 Aa3 (sf) Placed Under Review for Possible
     Downgrade

  -- EUR30M Class B, Downgraded to B2 (sf); previously on Aug 13,
     2010 Baa3 (sf) Placed Under Review for Possible Downgrade

  -- EUR35M Class C, Downgraded to Caa2 (sf); previously on Aug
     13, 2010 B2 (sf) Placed Under Review for Possible Downgrade

Moody's does not rate the Classes D, E, F and R Notes issued by
Europrop (EMC VI) S.A.

The rating action concludes the review for possible downgrade that
was initiated for the Class A, B and C Notes on August 13, 2010,
following the default of two loans in the pool, the EPIC Rhino and
EPIC Horse Loans.  The rating action takes Moody's updated central
scenarios into account, as described in Moody's Special Report
"EMEA CMBS: 2011 Central Scenarios".

                        Ratings Rationale

The key parameters in Moody's analysis are the default probability
of the securitized loans (both during the term and at maturity) as
well as Moody's value assessment for the properties securing these
loans.  Moody's derives from those parameters a loss expectation
for the securitized pool.  Based on Moody's revised assessment,
the loss expectation for the pool has increased significantly
since the last review in November 2009.

The rating downgrade on the Classes A, B and C Notes is due to
Moody's expectation of increased refinancing default risk and loss
assessment for the loans in the pool given (i) the high proportion
of loan maturities in 2011 (42.5% of current pool balance) and
2012 (17.3%),(ii) the predominance of secondary quality properties
in the pool, for which the availability of financing decreased
over the past year (iii) the overall Moody's weighted average loan
to value ratio on the pool is above 100%, which makes refinancing
in this lending market environment very unlikely, (iv) the limited
increase in property values over the next two years given the
continued upward yield pressure for non-prime properties and (v)
the default of the EPIC Rhino and EPIC Horse Loans (12.5% of pool
balance).

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term.  From time
to time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during current
review.  Even so, deviation from the expected range will not
necessarily result in a rating action.  There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan re- prepayments or a decline in
subordination due to realized losses.

Primary sources of assumption uncertainty are the current stressed
macro-economic environment and continued weakness in the
occupational and lending markets.  Moody's anticipates: (i)
delayed recovery in the lending market persisting through 2012,
while remaining subject to strict underwriting criteria and
heavily dependent on the underlying property quality; (ii) values
will overall stabilize but with a strong differentiation between
prime and secondary properties; and (iii) real estate fundamentals
will remain weak in the short term and will only slowly recover in
the medium term in line with the anticipated economic recovery.
Overall, Moody's central global scenario remains 'hooked-shaped'
for 2011.  Moody's expects sluggish recovery in most of the
world's largest economies, returning to trend growth rate with
elevated fiscal deficits and persistent unemployment levels.

                    Moody's Portfolio Analysis

EuroProp (EMC VI) S.A. closed in June 2007 and represents the
securitization of 18 commercial mortgage loans.  Seventeen loans
were originated by Citibank International PLC and Citibank N.A.,
London and one loan was jointly originated by Citibank
International PLC and Deutsche Bank AG.  The loans are secured by
first-ranking mortgages over 125 commercial properties located in
Germany and France.  Since closing the portfolio composition has
not changed and based on the underwriter's market value as of
October 2010, 89% of the properties are located in Germany and 11%
are located in France (the Signac Loan is the only loan backed by
a property located in France).  The property types by U/W market
values are retail (43.5%), office (26.4%), logistics (16.5%) and
residential (13.6%).

Since closing none of the loans have fully repaid or prepaid.  The
current loan Herfindahl index is 9.4 and remains almost unchanged
since closing as a result of no prepayments and only limited
amortization within the loan pool.

Since Moody's last review of the transaction in November 2009, two
loans, the EPIC Rhino and the EPIC Horse Loans (representing 6.9%
and 5.6% of the pool balance as per October 2010 IPD respectively)
have entered into special servicing due to a partial payment
default as per July 2010 IPD.  These are the only loans currently
in special servicing in this transaction.  The EPIC Rhino Loan is
secured over eight residential properties located in Germany.  The
EPIC Horse Loan is secured by mixed use residential and commercial
properties located in Germany.  Both loans were re-valued as of
September 2010 resulting in a value decline since closing of 28%
and 22% respectively for the EPIC Rhino and EPIC Horse Loans.
Based on the updated re-valuations the current LTV of the loans
are 98.4% and 98.7% respectively, which is in line with Moody's
current LTV for these loans.  The special servicer is currently
evaluating options on the workout of these loans.  Moody's expects
high losses to be realized on both of these loans.

The Signac Loan (10.3% of the current pool balance) continues to
be in breach of its ICR and LTV covenant, which constitutes an
event of default under the loan agreement.  The loan, which is
secured by a non-prime office building in the suburbs of Paris is
exposed to significant lease roll over risk due to lease break
options or lease expiries representing about 72% of rental
revenues in or shortly after its maturity date in July 2011.
Moody's did factor into its analysis the short term nature of
office lease terms in France when deriving a sustainable cash
flow.  The current reported Whole Loan LTV for this loan is 82%
compared to the current Moody's Whole Loan LTV of 112%.

The largest loan in the pool is the Sunrise II Loan (23.3% of the
current pool balance).  The loan represents a 50% pari passu
syndication interest in the whole loan with a total outstanding
loan balance of EUR218.3 million.  The loan is secured by 48
mainly retail properties across twelve German Federal States.  The
locations of the properties are generally medium sized towns and
suburban locations of major cities.  The reported vacancy rate as
per the October 2010 IPD is approximately 16% compared to 1% at
closing.  The current reported LTV on this loan is 85% compared to
the current Moody's LTV of 120%.  Moody's property value estimate
considers the (i) secondary quality of the buildings and (ii) some
potential rental income deterioration resulting mainly from the
existing lease expiry profile.  The refinancing risk for the loan
which matures in July 2011 has increased significantly since
Moody's last review.

Gutperle Loan (13.3% of the current pool): The loan is secured by
two industrial warehouses located in Offenbach and Minden in
Germany with loan maturity date in January 2012.  The Offenbach
property is fully let to Daimler Chrysler KG with Daimler AG (A3)
jointly and severally liable for all duties under the lease until
January 2021.  The Minden property is fully let to ESM Ertl
Systemlogistik GmbH & Co. until July 2012.  The main challenge
faced by this loan is the upcoming refinancing.  The short
remaining lease term on the Minden property could potentially
hinder the refinancing of the loan.  Moody's estimated Whole Loan
LTV for this loan at maturity is 90% which takes into account the
short remaining lease term on the Minden property.

The Henderson Staples Loan (8.6% of pool balance as per October
2010 IPD) has been facing difficulties with tenants arrears since
April 2010.  As per the October 2010 IPD, tenants representing 57%
of the gross income are still in arrears.  The reported vacancy is
19% compared to full occupancy at closing.  The reported ICR is
0.41x.  All interest payments on the loan have been met to date.
The current reported UW LTV is 72% compared to the current Moody's
LTV of 143%.  Moody's property value considers (i) the secondary
quality of the properties (ii) the current vacancy levels and
(iii) rental income volatility based on high tenant arrears as
well as the existing lease expiry profile.

Moody's highlights that the Luneburg, Henderson 1 and the
Bardowick loans (collectively representing 4.8% of the pool
balance as per October 2010 IPD) are exposed to significant lease
roll over risk due to lease break options or lease expirations on
or shortly after their maturity dates which could adversely affect
the refinancing for these loans.

Refinancing Risk: Four loans (representing 42.5% of the pool
balance as per October 2010 IPD) have their maturity in 2011, two
loans (17.3%) in 2012 and the remainder in 2013.  Moody's
considers the properties to be of average quality.  Moody's
adjustment of the refinancing risk assessment is primarily due to
its current expectations that commercial real estate lending will
remain scarce over the next two to three years.  As highlighted in
the Moody's 2011 EMEA CMBS Central Scenarios report, Moody's
assumes that CRE lending will slowly resume over the coming years
but it will remain subject to strict underwriting criteria and
depend heavily on the quality of the underlying properties.
European non-prime property values are still under pressure given
the scarcity of financing for this market segment and hence a
meaningful recovery of non-prime property values is not expected
before 2012/13.  Given the average quality of the property
portfolio coupled with the refinancing profile of this
transaction, Moody's believes that this transaction is
particularly exposed to the recovery of the lending market over
the next two to three years.

Portfolio Loss Exposure: Moody's expects a very high amount of
losses on the securitized portfolio, stemming mainly from the
performance and the refinancing profile of the securitized
portfolio.  Given the default risk profile and the anticipated
work-out strategy for defaulted and potentially defaulting loans,
these expected losses are likely to crystallize only towards the
end of the transaction term.  The current subordination levels of
22.8% for the Class A, 16.6% for the Class B and 9.3% for the
Class C provide protection against these expected losses.
However, the likelihood of higher than expected losses on the
portfolio has increased substantially, which results in the rating
action.


MELCHIOR CDO: S&P Lifts Ratings on Two Classes of Notes to B (sf)
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Melchior CDO I S.A.'s class B-1 and B-2 notes.  At the same time,
S&P affirmed its ratings on the class A-1, C-1, C-2, and D notes.

These rating actions follow S&P's assessment of the credit
performance in the transaction portfolio.  S&P has observed an
increase in the credit enhancement in the transaction, which
supported the higher ratings assigned to classes B-1 and B-2.

Having applied S&P's revised counterparty criteria and run its
credit and cash flow analyses, S&P considers it appropriate to
affirm the 'AA- (sf)' rating on class A-1.  In S&P's opinion, this
is currently the maximum potential rating for the class consistent
with its counterparty criteria.

The remaining three affirmations reflect S&P's view that these
tranches have sufficient credit support to maintain their current
ratings.

None of the ratings was affected by either the largest obligor
default test or the largest industry default test, two
supplemental stress tests S&P introduced as part of its criteria
update.

                          Ratings List

                       Melchior CDO I S.A.
  EUR404 Million Fixed- and Floating-Rate Notes, Subordinated And
                       Combination Notes

                        Ratings Raised

                                 Rating
                                 ------
            Class       To                   From
            -----       --                   ----
            B-1         B (sf)               CCC- (sf)
            B-2         B (sf)               CCC- (sf)

                         Ratings Affirmed

                                 Rating
                                 ------
            Class       To                   From
            -----       --                   ----
            A-1         AA- (sf)             AA- (sf)
            C-1         CCC- (sf)            CCC- (sf)
            C-2         CCC- (sf)            CCC- (sf)
            D           CC (sf)              CC (sf)



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


HEAD NV: Shareholders Balk at Rights Offer
------------------------------------------
Jonathan Tirone and Boris Groendahl at Bloomberg News report that
Head NV has provoked stockholder ire after threatening to dilute
the value of its shares by as much as 92%.

Bloomberg relates that Head said in a Feb. 11 announcement
investors have until Feb. 18 to subscribe to a share increase
worth "approximately EUR9.5 million" (US$12.8 million) or risk
seeing their stock's value cut.  According to Bloomberg, the
company said in the announcement that cash from the offer will be
used to keep the business running.

Kurt Pribil, co-chairman of Austria's financial-market regulator,
as cited by Bloomberg, said in an interview on Tuesday that
regulators are looking into possible market manipulation.

"This is an attempt to extremely dilute other shareholders
in something akin to a legalized raid," Bloomberg quoted Wilhelm
Rasinger, the head of Austria's retail shareholders' association,
as saying.  "This plan is appalling."

Shareholders in possession of Head stock as of Feb. 10 can buy
2.27 new shares for every security they own, Bloomberg discloses.
The 200 million new, preferred shares the company is issuing will
be converted into ordinary shares within 10 years of being sold,
Bloomberg says, citing the announcement.

"It is worrying," said Massimo Baggiani, a portfolio
manager for Banca Intermobiliare SpA in Turin, Italy, who owns
Head shares.  "The company should make sure the process of
subscribing is assured."

Head N.V. (Head) -- http://www.head.com/-- is a global
manufacturer and marketer of branded sporting goods serving the
skiing, tennis and diving markets.  Head operates in the sporting
goods segment.  The Company's portfolio of brands include Head
(principally alpine skis, ski boots, ski bindings and snowboard
products and tennis, racquetball and squash racquets, tennis
balls, tennis footwear and badminton products), Penn (tennis balls
and racquetball balls), Tyrolia (ski bindings), and Mares and
Dacor (diving equipment).  The Company conducts business in Europe
(primarily in Austria, Italy, Germany, France, Switzerland, the
Netherlands, Spain and the United Kingdom), North America and
Asia.  Its operations are organized into four divisions: Winter
Sports, Racquet Sports, Diving and Licensing.  The Company's
products are sold through over 29,000 customers, including pro
shops, specialty sporting goods stores and mass merchants in over
85 countries worldwide.

                        *     *     *

As reported by the Troubled Company Reporter-Europe on Jan. 27,
2011, Standard & Poor's Ratings Services raised its long-term
corporate credit rating on The Netherlands-incorporated and
Austria-based sports equipment manufacturer Head N.V. to 'B-' from
'CCC+'.  S&P said the outlook is stable.  At the same time, S&P
raised its issue rating on the 10% senior secured notes due August
2012 issued by HTM Sport GmbH (HTM), a 100%-owned subsidiary of
Head, to 'B-' from 'CCC+'.  In addition, S&P raised its issue
rating on the 8.5% senior unsecured notes due February 2014,
issued by HTM, to 'CCC+' from 'CCC'.

The ratings on Head reflect S&P's view of the cyclical sports
equipment industry, which is characterized by margin volatility,
competitive pressures, heavy seasonality (in the sports that Head
covers), and exposure to weather-related risks.  The ratings also
reflect Head's high seasonal working capital requirements, funding
constraints, relatively weak profit generation, foreign exchange
risks, and track record of debt restructuring.  These factors
are partly mitigated by Head's established brands, solid market
shares, low-cost production model, and lower leverage following
its 2009 bond exchange.  Despite recent improvements, the group's
ability to maintain an adequate cash cushion to finance its
working capital remains highly sensitive to trading performance
and input cost inflation.  S&P could lower the ratings if cash
flow generation were to turn consistently negative or if cash
balances were to fall to less than EUR25 million at the seasonal
low-point in the fall.

As reported by the Troubled Company Reporter-Europe on May 20,
2010, Moody's Investors Service changed the outlook to stable from
negative on the Caa1 corporate family rating and probability of
default rating of Head NV and on the senior unsecured Caa3 rating
on the notes issued by HTM Sport GmbH.


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


AYT COLATERALES: S&P Assigns 'BB- (sf)' Rating to Classes D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
AyT Colaterales Global Empresas, Fondo de Titulizacion de Activos'
EUR82 million asset-backed floating-rate notes series Banco
Gallego I, which were outstanding as of Feb. 14, 2011.  The notes
have amortized since closing on May 12, 2009, from an initial
amount of EUR135 million.

AyT Colaterales Global Empresas is a Spanish ABS of small to
midsize enterprises transaction originated by Banco Gallego S.A.
At closing, Banco Gallego sold to the issuer a closed portfolio of
EUR135 million secured and unsecured loans granted to Spanish
corporates and SMEs.  To fund this purchase, AyT Colaterales
Global Empresas issued four classes of floating-rate notes.

The issuer was established as an "open fund" and can issue
segregated series of notes.  Each series has its own bank account,
swap contract, priority of payments, and reserve fund.  The
reserve fund, as of Feb. 14, 2011, represents 23.5% of the
outstanding balance of the notes.

Banco Gallego also acts as servicer and Confederacion Espanola de
Cajas de Ahorros (AA-/Negative/A-1+) acts as treasury account
provider, paying agent, and swap provider.  As with other Spanish
transactions, interest and principal are combined into a single
priority of payments, with a deferral-of-interest trigger and pro
rata amortization rules.

S&P's ratings on the notes reflect its assessment of the credit
and cash flow characteristics of the underlying asset pool, as
well as an analysis of the counterparty, legal, and operational
risks of the transaction.  S&P's analysis indicates that the
credit enhancement available to the notes is sufficient to
mitigate the credit and cash flow risks to a 'AA' rating level.

Additionally, S&P considers that the transaction documents
adequately mitigate the counterparty risk from the interest rate
swap to a 'AA' rating level, in line with its updated counterparty
criteria (see "Counterparty And Supporting Obligations Methodology
And Assumptions," published Dec. 6, 2010).

S&P didn't rate the notes at closing.  Banco Gallego asked us to
rate all classes of notes to be compliant with the European
Central Bank's guidelines on repurchasing asset-backed securities.

S&P will publish a postsale report on this transaction in due
course.

                          Ratings List

AyT Colaterales Global Empresas, Fondo de Titulizacion de Activos
          EUR135 Million Asset-Backed Floating-Rate Notes
                      Series Banco Gallego I

                                Current        Amount at
                                amount         closing[1]
         Class      Rating      (mil. EUR)     (mil. EUR)
         -----      ------      ----------     ----------
         A          AA (sf)      55.80          108.80
         B          A (sf)       13.40           13.40
         C          BBB (sf)      8.20            8.20
         D          BB- (sf)      4.60            4.60

                     [1] As of May 12, 2009.


GC FTPYME: S&P Junks Rating on Class E Notes From 'B (sf)'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on GC
FTPYME Pastor 4 Fondo de Titulizacion de Activos' class E notes
and placed on CreditWatch negative its ratings on the class B, C,
and D notes.

The rating actions follow S&P's review of the transaction, which
took into account the fast-growing pace of borrower defaults
(defaults are defined in this transaction as loans in arrears for
more than 18 months).  While the level of loans delinquent on
interest and principal payments due for more than 90 days is
relatively contained compared with other transactions, S&P found
that the delinquent loans in this transaction tend to roll into
defaults and have low recovery levels.

The transaction no longer benefits from money in the reserve fund,
which has been completely depleted since the July 2010 IPD
(interest payment date).  As a result, S&P has witnessed a reduced
balance of performing loans in the underlying collateral backing
these notes, along with weakened credit enhancement available to
the rated notes.

S&P's rating action on the class E notes reflects their
undercollateralization as well as the growing risk that interest
payments may be deferred on the next payment date, in accordance
with the terms and conditions of the notes.  Since S&P's rating on
the class E notes addresses timely payment of interest, S&P would
likely lower its rating on class E to 'D (sf)' if interest were
deferred.

S&P is currently assessing the risks to the credit stability of
the other notes S&P rates in this transaction.  While S&P has not
yet concluded its analysis, S&P's initial assessment indicates the
possibility of downgrades to the class B, C, and D notes. S&P has
therefore placed on CreditWatch negative its ratings on these
notes, pending the completion of its analysis.

S&P placed classes A2 and A3G on CreditWatch negative on Jan. 18,
2011, for counterparty reasons.  As stated in its Jan. 18 media
release "Ratings on 1,976 EMEA Structured Finance Tranches Placed
on CreditWatch Negative After Counterparty Criteria Update" S&P
intend to resolve the CreditWatch placements due to the
counterparty criteria update in this case on the class A2 and A3G
notes by July 18, 2011.

GC FTPYME Pastor 4 is a cash flow collateralized loan obligation,
which issued EUR630 million of rated notes in November 2006,
backed by secured and unsecured loans made by Banco Pastor S.A. to
Spanish small and midsize enterprises.  Banco Pastor acts as
servicer for the underlying portfolio with GestiCaixa SGFT S.A.
acting as trustee for this transaction.

                          Ratings List

       GC FTPYME Pastor 4, Fondo de Titulizacion De Activos
          EUR630 Million Asset-Backed Floating-Rate Notes

                         Rating Lowered

                              Rating
                              ------
              Class   To                     From
              -----   --                     ----
              E       CCC (sf)               B (sf)

              Ratings Placed on CreditWatch Negative

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


IM GRUPO BANCO: DBRS Assigns 'CCC' Rating to Series B Notes
-----------------------------------------------------------
DBRS Ratings Limited has assigned the ratings of AAA (sf)
to the EUR500 million Series A1 Notes, AAA (sf) to the EUR1,142.5
million Series A2 Notes and CCC (high) (sf) to the EUR607.5
million Series B Notes issued by IM GRUPO BANCO POPULAR EMPRESAS
3, F.T.A.  The transaction is a cash flow securitization
collateralized primarily by a portfolio of bank loans originated
by Banco Popular Espanol, S.A., to Spanish enterprises, small-and
medium-sized enterprises and the self-employed.  As of
December 31, 2010, the transaction had a portfolio notional amount
of EUR1,313.8 million and included 17,365 loans with a weighted
average time to maturity of 8.5 years.

The transaction is an existing transaction that had its
Constitution date on July 3, 2009.

These ratings are based upon DBRS' review of the analytical
considerations:

A. Transaction structure, the form and sufficiency of available
  credit enhancement.

  -- Credit enhancement is in the form of subordination and a
     reserve funded through a subordinated loan.  The current
     credit enhancement level of 34.70% is sufficient to support
     the AAA (sf) ratings of the Series A1 and Series A2 Notes
     respectively and the current credit enhancement level of
     7.70% is sufficient to support the CCC (high) (sf) rating of
     the Series B Notes.

  -- Funded at the beginning of the transaction through the
     issuance of a subordinated loan granted by Banco Popular,
     the Reserve Fund, initially at 7.70% of the aggregate
     balance of the Series A1, Series A2 and Series B Notes or
     EUR173.25 million, is available to pay shortfalls in the
     senior expenses and interest throughout the life of the
     Notes, and interest and principal at maturity on the Series
     A1, Series A2 and Series B Notes.

-- The Reserve Fund cannot be reduced, except for required
     payments to cover interest and principal shortfalls, unless:

     a. The transaction is at least three years old;

     b. The Reserve Fund is at least 15.40% of the outstanding
        aggregate balance of the Series A1, Series A2 and Series
        B Notes; and,

     c. The Reserve Fund balance is greater than
        EUR86.625 million, which is 3.85% of the initial
        aggregate balance of the Series A1, Series A2 and Series
        B Notes.

-- In addition, the Reserve Fund will not be eligible for
    further pay downs, the above notwithstanding, if:

     a. The balance of the Reserve Fund was not at the minimum
        required level at the previous period; or,

     b. The outstanding balance of the non-failed assets which
        are more than 90 days in arrears is greater than 1% of
        the outstanding balance of the total non-failed assets.

B. The ability of the transaction to withstand stressed cash flow
  assumptions and repay investors according to the terms in which
  they have invested.  For this transaction, the ratings of the
  Series A1 and Series A2 Notes address the timely payments of
  interest, as defined in the transaction documents, and the
  timely payments of principal on each Payment Date during the
  transaction and, in any case, at their Legal Final Maturities
  on May 24, 2051.  The rating of the Series B Notes addresses
  the ultimate payment of interest, as defined in the transaction
  documents, and the ultimate payment of principal on each
  Payment Date during the transaction and, in any case, at their
  Legal Final Maturities on May 24, 2051.  Interest and principal
  payments on the notes will be made annually, generally on the
  May 24.

C. The transaction parties' financial strength and capabilities to
  perform their respective duties, and the quality of
  origination, underwriting and servicing practices.

D. Soundness of the legal structure and presence of legal opinions
  which address the true sale of the assets to the trust and the
  non-consolidation of the special purpose vehicle, as well as
  the consistency with the DBRS Legal Criteria for European
  Structured Finance Transactions.

The applicable public methodologies are Master European Granular
Corporate Securitisations (SME CLOs) and Legal Criteria for
European Structured Finance Transactions, which can be found on
DBRS Web site under Methodologies.


REYAL URBIS: Creditors Seek Tenants for New Office Project
----------------------------------------------------------
Allan Saunderson at Property Investor Europe reports that Spain's
Banco Sabadell, through real estate affiliate Solvia, is seeking
tenants for the largest of Madrid's new office projects after
developer Reyal Urbis ceded the complex to the bank in 2010 in
exchange for cancellation of US$133 million of Sabadell debt.

According to Property Investor Europe, the development, at Avenida
de America 115, comprises five seven-story towers with 600,000-
square-feet of available office space and is still under
construction, with completion planned for the third quarter.

Solvia, Property Investor Europe says, hopes to identify a firm
seeking a Madrid headquarters, and has engaged Jones Lang LaSalle
and Spanish broker Gabinete Inmobilario.

The project is Reyal Urbis' second development to be restarted by
its creditors, after one acquired at Castellana 200, near Plaza
Castilla originally as a residential complex, and now targeting
office, retail and a hotel, Property Investor Europe notes.  Along
with BBVA, Santander and savings banks La Caixa and Caixa Galicia,
Sabadell last year reached a debt-for-assets deal with Reyal
Urbis, allowing the firm to reduce its debt by US$945 million to
US$5 billion, Property Investor Europe notes.

As reported by the Troubled Company Reporter-Europe on Jan. 21,
2010, Dow Jones said that as part of Reyal Urbis' debt refinancing
proposal, the company had asked its creditors for a grace period
on its debt and interest payments until Dec. 31, 2012.  The
company had also asked for a bridge loan to guarantee the
execution of its business plan in the coming years, Dow Jones
disclosed.

                        About Reyal Urbis

The business of Madrid, Spain-based Reyal Urbis SA --
http://www.reyalurbis.com/-- focuses on four areas: residential
development, owned portfolio, land management and Rafaelhoteles.
In the residential development area, the Company is involved in
the construction of middle-range urban residences, as well as
property project and land management.  The Company's owned
portfolio area comprises the management of residential and non-
residential properties, such as offices, shopping centers,
commercial space and industrial warehouses, among others.  In the
land management area, the Company owns more than 300 land plots
located in 40 cities in Spain and Portugal.  The Rafaelhoteles
area is operated by its subsidiary Rafael Hoteles SAU, which is
active in the management of the Rafaelhoteles hotel chain.  In
addition, through Urbis USA Inc., the Company has operations
established in Miami, the United States.


SANTANDER HIPOTECARIO: S&P Cuts Rating on Class E Notes to D (sf)
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on Fondode Titulizacion de
Activos Santander Hipotecario 3's class A1, A2, A3, B, C, D, and E
notes and Fondo de Titulizacion de Activos Santander Hipotecario
4's class A1, A2, A3, B, and C notes.  At the same time, S&P
lowered its rating on the class E notes in Santander Hipotecario
4.  S&P has also affirmed its ratings on all other classes of
notes in these transactions.

The rating actions follow S&P's CreditWatch negative placements of
Santander Hipotecario 3 and 4's notes on Sept. 29, 2010.

S&P's credit analysis, which S&P based on the most recent
transaction information S&P has received after the January 2011
payment dates, indicates a continuous deterioration of the
performance of the underlying collateral.  Taking into account the
portfolios' credit deterioration and applying S&P's cash flow
analysis to the outstanding capital structure, have resulted in
its negative rating actions on the affected classes.

In particular, as of the funds' last payment date in January 2011,
defaulted loans (defined as loans in arrears for more than 18
months) were 2.86% and 6.29% of the outstanding balance of assets
for Santander Hipotecario 3 and 4, respectively, compared with
2.80% and 5.35% on the July 2010 payment date.  Moreover,
transitory properties (properties included in the balance of the
fund as a consequence of a judicial process) have increased to
5.02% and 9.01% of the outstanding balance of the assets for
Santander Hipotecario 3 and 4, respectively, compared with 4.74%
and 7.82% on the July 2010 payment date.

These findings, together with the lack of reserve fund amounts
since October 2008, have generated an increase in the principal
deficiency amounts, for both transactions.  This reflects the
continuous weakening of the most senior notes' credit enhancement,
if S&P take into account the short seasoning of the deals
(Santander Hipotecario 3 and 4 were issued in April and October
2007, respectively).  In particular, the level of principal
deficiency over outstanding balance of the class B to E notes has
risen to 70.09% and 140.00% for Santander Hipotecario 3 and 4,
respectively, in January 2011.

Moreover, when the percentage of cumulative defaulted loans over
the original balance of the class A to E notes in these
securitizations reaches a certain level, the priority of payments
changes so as to postpone interest payments to the related class
of notes and divert these funds to amortize the most senior class
of notes. Specifically:

For Santander Hipotecario 3, the trigger levels for the class B,
C, D, and E notes are 14%, 11%, 7%, and 6%, respectively.
For Santander Hipotecario 4, the trigger levels for the class B,
C, D, and E notes are 15.7%, 12.0%, 8.0%, and 7.7%, respectively.

As of the last payment date for each transaction, the ratio of
cumulative defaults over the original balance was 3.97% and 7.85%
for Santander Hipotecario 3 and 4, respectively, increasing from
2.53% and 3.98% a year before.

As S&P expected in its September 2010 credit review, the interest-
deferral trigger for the class E notes in Santander Hipotecario 4
was breached on the January 2011 payment date.  S&P has therefore
lowered its rating on these notes.  In S&P's view, it is likely
that the class D trigger may be breached in the near future due to
the proximity of this trigger to the current level of cumulative
defaults.  This is why S&P maintains its 'CCC- (sf)' rating on
this class.

In Santander Hipotecario 3, the level of cumulative defaults has
increased significantly enough for us to assume that the interest-
deferral trigger for the class E notes could be breached in the
near future.

S&P lowered to 'D (sf)' its ratings on the class F notes in both
transactions in July 2009 after a nonpayment of interest by the
issuer.

The portfolios in these transactions comprise mortgages granted to
individuals for the acquisition of residential properties and with
loan-to-value ratios higher than 80%.  Banco Santander S.A.
originated these loans.

                          Ratings List

    Fondo de Titulizacion de Activos Santander Hipotecario 3
EUR2.822 Billion Mortgage-Backed Floating-Rate and an Overissuance
                   of Floating-Rate Notes

     Ratings Lowered and Removed From CreditWatch Negative

                         Rating
                         ------
        Class      To                   From
        -----      --                   ----
        A1         A (sf)               AA- (sf)/Watch Neg
        A2         A (sf)               AA- (sf)/Watch Neg
        A3         A (sf)               AA- (sf)/Watch Neg
        B          BB (sf)              BB+ (sf)/Watch Neg
        C          BB- (sf)             BB (sf)/Watch Neg
        D          B- (sf)              B (sf)/Watch Neg
        E          CCC+ (sf)            B- (sf)/Watch Neg

                         Rating Affirmed

                        Class      Rating
                        -----      ------
                        F          D (sf)

     Fondo de Titulizacion de Activos Santander Hipotecario 4
    EUR1.245 Billion Mortgage-Backed Floating-Rate Notes and an
                Overissuance of Floating-Rate Notes

      Ratings Lowered and Removed From CreditWatch Negative

                         Rating
                         ------
        Class      To                   From
        -----      --                   ----
        A1         BBB+ (sf)            AA- (sf)/Watch Neg
        A2         BBB+ (sf)            AA- (sf)/Watch Neg
        A3         BBB+ (sf)            AA- (sf)/Watch Neg
        B          B- (sf)              BB+ (sf)/Watch Neg
        C          CCC (sf)             BB (sf)/Watch Neg

                         Rating Lowered

                              Rating
                              ------
             Class      To                   From
             -----      --                   ----
             E          D (sf)               CCC- (sf)

                         Ratings Affirmed

                       Class      Rating
                       -----      ------
                       D          CCC- (sf)
                       F          D (sf)


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


BARRY CALLEBAUT: S&P Gives Positive Outlook; Affirms 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Switzerland-based cocoa supplier and processor Barry Callebaut AG
to positive from stable, due to an ongoing trend of improving
financial metrics and resilient positive free cash flow
generation, despite the recent price hikes for cocoa, sugar, and
other relevant commodities.  S&P affirmed its 'BB+' long-term
corporate credit ratings on Barry Callebaut.

"The positive outlook reflects S&P's view that, subject to the
absence of M&A-driven growth and major capacity extension
programs, Barry Callebaut will likely be in a position to sustain
positive free cash flow generation, and ultimately to further
enhance its financial metrics over time," said Standard & Poor's
credit analyst Hina Shoeb.

This should, in S&P's view, enable the company to offset potential
impacts on its financials arising from ongoing high and volatile
commodity price levels which could dent the company's gross margin
over fiscal 2011.  From the perspective, S&P think that the
company's gross margin would have to decline by about 120 basis
points from fiscal 2010 levels to cause Barry Callebaut's adjusted
FFO to debt to fall below 25%.

S&P could raise the ratings if the company sustains an adjusted
FFO-to-debt ratio in a corridor of 25%-30% and an EBITDA interest
cover of 5x, and continues to support its financial flexibility
through positive free operating cash flow generation.  S&P could
take a negative rating action if these financial metrics fall
below 20% and 4.0x, respectively.

The ratings on Barry Callebaut continue to reflect S&P's view of
the company's "significant" financial risk profile, offset to some
extent by its enhanced position as the world's largest and sole
independent global supplier of cocoa and chocolate products to the
food industry.


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


SSB NO 1: Fitch Assigns 'B' Rating to Limited Recourse Notes
------------------------------------------------------------
Fitch Ratings has assigned SSB No.1 PLC's upcoming issue of
limited recourse notes an expected Long-term rating of 'B' and a
Recovery Rating of 'RR4'.

The notes will be used solely for financing a US dollar
denominated loan to Ukraine-based JSC State Savings Bank of
Ukraine (Oschadbank).  The total amount and final maturity of the
issue are yet to be determined.  The final ratings are contingent
on the receipt of final documentation conforming materially to
information already received.

Oschadbank has a Foreign Currency Long-term Issuer Default Rating
at 'B' with Stable Outlook, a Local Currency Long-term IDR at 'B'
with Stable Outlook, a Short-term IDR at 'B', an Individual Rating
at 'D/E', a Support Rating at '4' and a National Long-term at 'AA-
(ukr)' with Stable Outlook.  The IDRs, National Long-term and
Support ratings of Oschadbank are driven by potential support from
the Ukrainian authorities, in case of need, based on the bank's
100% state ownership and policy role.  The ratings also take into
consideration the ability of the Ukrainian authorities to provide
such support, which remains limited, as indicated by the
sovereign's Long-term IDR of 'B'.

SSB No.1 PLC, a UK-based company, will only pay noteholders
amounts (principal and interest) received from Oschadbank under
the loan agreement.  The claims under the loan agreement will rank
at least equally with the claims of other senior unsecured and
unsubordinated creditors of Oschadbank, except those preferred by
relevant Ukrainian legislation.  Under Ukrainian law, the claims
of retail depositors rank above those of other senior unsecured
creditors.  Oschadbank is the only bank in Ukraine where deposits
are fully covered by state guarantee regardless of the amount.  At
end-Q310, retail depositors accounted for 43% of the bank's non-
equity funding.

Oschadbank was the third-largest Ukrainian bank by assets at end-
Q310.  It is the successor of the Ukrainian branch of the former
Soviet Union savings bank and has the largest branch network in
the country with around 6,000 branches and outlets.  The Cabinet
of Ministers of Ukraine holds 100% of the bank's shares.


STATE SAVINGS: Moody's Assigns 'B2' Rating to Senior Notes
----------------------------------------------------------
Moody's Investors Service has assigned B2 long-term foreign
currency senior debt ratings to the proposed senior unsecured loan
participation notes of State Savings Bank of Ukraine.  The size of
the issue is expected to be around US$500 million and the notes
are expected to be issued for a 5-year period.  The notes will be
issued on a limited-recourse basis by SSB No.1 Plc, a UK-based
special purpose vehicle, for the sole purpose of funding a loan to
SSBU.  The outlook on the rating of these notes is stable.

                        Ratings Rationale

Moody's says that the B2 rating assigned to the senior notes to be
issued is based on the fundamental credit quality of the
underlying obligor, SSBU, rated B2/Not Prime/E+ (stable outlook).

SSBU's E+ BFSR, which translates into a Baseline Credit Assessment
of B2, is constrained by (i) corporate governance issues stemming
from the bank's ownership by the government, (ii) very high,
albeit gradually reducing, single-party loan concentrations,
including to government-related entities, and (iii) weak economic
capitalization, as reflected in the high level of related-party
lending.  The BFSR also incorporates the risks associated with the
operating environment in Ukraine.  At the same time, the rating is
supported by the bank's strong market position, which is
underpinned by the largest branch network in the country, by the
bank's very strong deposit-taking franchise and high regulatory
capitalization.

Although Moody's assessment of a very high probability of systemic
support is implied in SSBU's ratings, this does not result in any
notching uplift as the B2 rating of the support provider, Ukraine,
is placed at the same level as the bank's BCA.

According to the terms and conditions of the proposed loan
agreement, SSBU must comply with the total capital adequacy
requirements of the central bank (National Bank of Ukraine).
Moody's cautions that downward pressure would be exerted on the
ratings of the bank and the notes if the financial condition of
the bank were to deteriorate, such that this covenant comes close
to being breached.  Other features of the notes include negative
pledge covenants, limitations on mergers and disposals, and
transactions with affiliates.

The assigned B2 rating reflects the status of the bank's
obligations under the senior loan received from SSB No.1 Plc that
will rank -- at least -- pari passu in right of payment with all
other unsecured and unsubordinated obligations of SSBU, except as
otherwise provided by mandatory provisions of applicable law.

Moody's previous rating action on SSBU was on February 4 2011,
when Moody's changed to stable from negative the outlook on SSBU's
B2 local currency long-term deposit and debt ratings.

Headquartered in Kiev, Ukraine, SSBU reported total consolidated
assets and total capital of UAH55.9 billion ( and US$7.1 billion)
and UAH15.4 billion (US$1.95 billion) respectively, in accordance
with audited IFRS, at September 30, 2010.


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


PREMIER FOODS: Moody's Assigns 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 corporate family
rating to Premier Foods plc.  The outlook is stable.

                        Ratings Rationale

"The Ba2 CFR reflects Premier's investment grade business risk
profile as the largest food manufacturer in the UK, with a large
portfolio of well-known brands," says Douglas Crawford, Moody's
lead analyst for Premier.  "The company's business profile is
further supported by the number one or two positions its products
hold in the UK market, with market shares often in double digits."

Moody's expects that Premier's leading market position in the UK
will continue to benefit from the historical heritage of most of
the group brands, which are strongly associated with British food,
thanks to its ability to launch brand extensions and innovate
within its product lines.

However, Moody's notes Premier's degree of customer concentration,
with the top 5 UK retailers representing almost 60% of company
revenues.  Despite Premier's solid relationships with its large,
key retailers and its leading branded products, Moody's believes
that, for its non branded and a few of its branded products, the
company has limited negotiating power and is impacted by input
price rises and its customers' promotional activity.

Moody's views Premier's historic financial risk profile as weak
for the rating, reflected by high leverage of 5x (Moody's
adjusted, as of 26 June 2010).  However, Moody's expects material
improvement in key credit metrics by June 30, 2011, due to the
completion of the disposals of the meat-free and East Anglian
canned grocery operations for net proceeds of around
GBP374 million; and the rating agency believes that the company
will achieve low double digit free cash flow to debt (FCF/debt).

In terms of financial policy, Moody's understands that the company
is now focusing on organic growth with the primary aim to reduce
indebtedness and has simplified its balance sheet.  Although clear
evidence of deleveraging is not yet visible, the rating is
supported by the company's target to reduce Reported Average Gross
Debt to EBITDA to below 3.25x over the short term.  Furthermore,
the rating agency recognizes the benefit that the recent disposals
will have when they complete.  Moody's ratings have also not
incorporated the prospect of dividends until the company's metrics
have shown material recovery.

In Moody's view, Premier's current liquidity profile is
satisfactory, due to limited debt maturities over the short term
and supported, at September 30, 2010, by GBP342 million
availability under a committed GBP500 million revolving credit
facility that matures in 2013.  The rating agency assumes that
cash received from disposal proceeds will be used to repay the
term debt facility.  Moody's notes that the business is subject to
a degree of seasonality, with the company needing almost
GBP200 million of cash to finance its working capital needs,
mainly to ramp up inventories for the Christmas period.  Covenant
headroom was 17% as at June 26, 2010, and Moody's expects the
completion of the disposals and recent interest rate swap
restructuring to substantially boost liquidity and reduce
potential cash flow volatility going forward.  However, the Ba2
rating also incorporates an assumption that the company will
address the 2013 debt maturities in a timely fashion.

The stable outlook reflects Moody's expectation that Premier Foods
will pursue a conservative financial policy going forward,
maintaining positive, albeit modest organic growth, and reducing
its leverage over time, preserving at all times an adequate
liquidity profile.

Positive pressure could evolve if Premier Foods leverage
approaches 3x and RCF to Net Debt approaches 16%.  On the
contrary, negative pressure could develop on the rating if
leverage approaches 4.5x from June 30, 2011, onwards and RCF to
Net Debt approaches 12% or if free cash flow is negative or the
criteria set for the stable outlook are not met.

Premier Foods, based in St Albans, is the largest manufacturer and
distributor of food in the UK, with a focus on ambient grocery,
bread and chilled products.  The company has around 16,000
employees producing foods from around 60 facilities based in the
UK and Ireland.  For the last-twelve-months period ended
June 26, 2010, Premier reported revenues and adjusted EBITDA of
GBP2.6 billion and GBP354 million.  As at March 2010, the largest
shareholder was Warburg Pincus with 16% of the company, while
other shareholders include Franklin Templeton with 13% and Paulson
Europe with 12%.


YELL GROUP: Pre-Tax Profits Down to GBP38.6M in 9-Mos to Dec. 2010
------------------------------------------------------------------
According to The Financial Times' Salamander Davoudi and
Christopher Thompson, Yell Group plc reported a sharp drop in
third-quarter revenues and warned that full-year earnings would
fall short of expectations.

The FT says pre-tax profits almost halved to GBP38.6 million
(GBP75.1 million) in the nine months to December 2010 on revenues
down 11.8% at GBP1.35 billion, mainly reflecting falling print
revenues.

"We are expecting an 8% drop in full-year revenue next year.  The
key thing is what earnings will be in 2012.  If they are too low,
Yell will breach covenants," the FT quotes an analyst as saying.

As reported by the Troubled Company Reporter-Europe on Feb. 7,
2011, the FT said Michael Pocock, Yell's new chief executive, held
meetings with investors last month.  He is drawing up a detailed
battle plan to drive down Yell's GBP2.9 billion debt pile and
reposition the business, the FT disclosed.  The conclusions of the
review are to be unveiled in June, the FT noted.  The directories
business has struggled in a difficult economic and competitive
environment, and there are concerns that the business model is no
longer viable in the Internet age, according to the FT.

                        About Yell Group

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

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Feb. 9,
2011, Standard & Poor's Ratings Services lowered to 'B-' from 'B'
its long-term corporate credit rating on U.K.-based international
publisher of classified directories Yell Group PLC.  At the same
time, S&P revised the outlook on Yell to negative from stable.

"The downgrade mainly reflects S&P's opinion that Yell continues
to face a difficult operating environment and an excessively
leveraged capital structure, which S&P believes could negatively
affect the group's liquidity position," said Standard & Poor's
credit analyst Carlo Castelli.

Moreover, as a result of the declining profitability, Yell's
Standard & Poor's-adjusted leverage ratio is likely to increase
above 6x (beyond S&P's initial forecast of less than 6x).  S&P
also believes that headroom under one specific covenant will
shrink considerably from September 2011, with the risk of a breach
in financial 2012.  In S&P's opinion, the rating on Yell may be
negatively affected by the costs or other credit implications of
avoiding or repairing a covenant breach.

In S&P's opinion, Yell's operating performance will likely remain
under strain as a result of the ongoing difficult economic
environments in its main countries of operation and the ongoing
decline in the profitable traditional print business.  S&P
believes that liquidity may come under renewed pressure over the
next 12-18 months if the group fails to stabilize its operating
performance.  While S&P anticipates that Yell should have
sufficient liquidity sources over the near to medium term to cover
manageable debt amortization requirements, S&P thinks that
covenant headroom could tighten rapidly under S&P's scenario of a
mid- to high-single-digit top-line decline in financial 2012.

There is a risk of a downgrade should the measures needed to
remove covenant pressure, which S&P thinks will become inevitable,
have negative credit implications.  S&P will monitor closely any
risk of debt restructuring, which S&P would view as tantamount to
a default under its criteria; however, S&P is not aware of any
tangible step by Yell in this direction.


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


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Psyche A. Castillon, Julie Anne G. Lopez,
Ivy B. Magdadaro, Frauline S. Abangan and Peter A. Chapman,
Editors.

Copyright 2011.  All rights reserved.  ISSN 1529-2754.

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

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

The TCR Europe subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *