TCREUR_Public/110331.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, March 31, 2011, Vol. 12, No. 64


C Z E C H   R E P U B L I C

SAZKA AS: Declared Insolvent by Prague Court


DEXIA GROUP: Moody's Reviews Bank Financial Strength Ratings


DRYSHIPS INC: To Host Conference Call Today to Discuss Results


KAUPTHING BANK: Luxembourg Properties Raided in Collapse Probe


ALLIED IRISH: Santander Completes Acquisition of Bank Zachodni
IRISH LIFE: Seeks Temporary Suspension in Share Trading
LESLIE REYNOLDS: Put Into Receivership Over Unpaid Bank Debts
QUINN INSURANCE: Future Remains Unclear; Sale Process Stalls


ARES FINANCE: Fitch Downgrades Rating on Class F Notes to 'Dsf'
ITALPETROLI SPA: Group of U.S. Investors to Acquire AS Roma


DTEK HOLDINGS: Fitch Affirms 'B' Long-Term Foreign Currency IDR
FAXTOR ABS: Fitch Confirms 'CCsf' Ratings on Two Classes of Notes


BANK MILLENNIUM: S&P Downgrades Unsolicited Rating to 'BBpi'


ALFASTRAKHOVANIE PLC: Fitch Affirms 'BB-' Insurer Strength Rating
BANK VTB: Fitch Affirms Individual Rating at 'D'
TINKOFF CREDIT: Fitch Lifts Long-Term Foreign Currency IDR to 'B'


HIPOCAT 7: S&P Downgrades Rating on Class D Notes to 'BB- (sf)'
TDA 26: Fitch Affirms Ratings on Two Classes of Notes at 'CCCsf'

U N I T E D   K I N G D O M

F W MASON: In Administration; Seeks Buyer for Business
EMI GROUP: Bertelsmann May Buy Music Publishing Unit
GKN HOLDINGS: Fitch Upgrades LT Issuer Default Rating From 'BB+'
KEMBLE WATER: Fitch Assigns 'BB-' Issuer Default Rating
OFFICERS CLUB: In Administration; 46 Stores Sold to Blue Inc.

REC PLANTATION: Fitch Affirms Rating on Class E Notes at 'CCC'
SOUTHERN CROSS: Unions Seek Talks with Gov't Over Financial Woes
THAMES WATER: Moody's Assigns 'B1' Rating to Proposed Notes
WINNIE CARE: In Administration; PKF Seeks Buyers for Care Homes


* Upcoming Meetings, Conferences and Seminars


C Z E C H   R E P U B L I C

SAZKA AS: Declared Insolvent by Prague Court
CTK, citing information made public in the insolvency register,
reports that the Prague City Court on Tuesday declared Sazka AS
insolvent and named Josef Cupka insolvency administrator.

According to CTK, the court also decided on calling a meeting of
creditors for May 26.  It has not determined the way how the
insolvency will be solved. The court has three months from the
decision on insolvency for this, after the meeting of creditors at
the earliest, CTK notes.

"Finding that Sazka is insolvent is a logical step that after the
filing of own insolvency petition has been expected.  It needs to
be stressed that the lottery company's activities continue even
after this step, bets are being accepted and prizes paid.  At the
same time, talks with partners are under way," Sazka spokesman
Jan Tuna reacted for CTK.

"Preparation of the meeting of creditors, review hearing on claims
and maintaining the company's operations," Mr. Cupka described his
next steps to CTK, adding that now he in particular had to get
acquainted with Sazka's financial situation.  "It is now in the
best interest of all that the company continues its lottery
activities because otherwise it would be only a set of movable and
immovable assets and the brand."

The court at the same time cancelled a hearing set for April 21
where decision was to be made about the lottery company's further
fate, CTK discloses.

Sazka has been in insolvency proceedings since January, CTK
recounts.  Data from the insolvency register show that Sazka owed
CZK1.37 billion to 26 creditors in overdue debts as of March 10,
CTK notes.

The court at the same time invited creditors who have not yet
registered their claims to do so within thirty days, CTK states.
CTK says claims filed later will not be taken into account and
will not be satisfied in the insolvency proceedings.

According to CTK, the court noted that even claims that have been
already presented at the court had to be registered.  It also
called on creditors to immediately announce to the insolvency
administrator what claims they will raise against the debtor's
property, rights, claims and other assets, CTK discloses.  It also
called on persons who owe money to the debtor to make payments
directly to the insolvency administrator in the future, CTK

CTK says review hearing on the filed claims will be on May 26.
The meeting of creditors will follow, CTK discloses.  They are to
decide on whether or not the interim creditor committee and the
current insolvency administrator will hold their posts and in
particular they are to opt for the way to solve the insolvency,
according to CTK.  The court has tasked the insolvency
administrator to submit it a list of the filed claims by May 10 so
the court can make them public at least fifteen days before the
review hearing, CTK notes.

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


DEXIA GROUP: Moody's Reviews Bank Financial Strength Ratings
Moody's Investors Service has placed on review for possible
downgrade the standalone Bank Financial Strength Ratings and long-
term deposit and senior debt ratings of Dexia Group's three main
operating entities -- Dexia Bank Belgium, Dexia Credit Local and
Dexia Banque Internationale a Luxembourg.  The three entities'
short-term ratings were affirmed.

The BFSRs of DBB, DCL and DBIL are currently aligned at C-,
mapping to Baa2 on the long-term scale.  The long-term debt and
deposit ratings and the short-term debt ratings of these
subsidiaries are also aligned at A1 and Prime-1, respectively.

Upon the conclusion of its ratings review, Moody's may reposition
the three entities' BFSRs in the D range, most likely at D+,
mapping to a Baseline Credit Assessment of Baa3 or Ba1 on the
long-term scale.  Moody's believe that potential systemic support,
which currently results in senior debt and deposit rated four
notches above the three entities' BCAs, is likely to remain an
important rating factor.  For this reason, Moody's see the
potential downside to the A1 long-term senior debt and deposit
ratings to be limited to one or possibly two notches.  Moody's
decision to affirm the Prime-1 short-term ratings is similarly
driven by Moody's expectation that systemic support would be
forthcoming for Dexia's financing needs, as it was in the past.

Aa1 rated bonds of Dexia's issuing entities that benefit from a
guarantee of the governments of France (Aaa/stable), Belgium
(Aa1/Stable) and Luxembourg (Aaa/Stable) are unaffected by the
rating announcement.

Dexia's subordinated and hybrid securities were also placed on
review for possible downgrade.

                        Ratings Rationale

Moody's decision to initiate a review for downgrade on the ratings
of Dexia's three main operating entities was prompted by concerns
about the group's continued reliance on both short-term funding
and secured funding.  Although the group's short-term funding
needs have been substantially reduced, they remain sizeable and
further improvements are to some extent dependent upon disposals
and deleveraging.  Further, the overall higher cost of funding the
group has been experiencing since 2009 raises concerns over the
economics of Dexia's business as it may challenge its capacity to
maintain its franchise in the public finance business over time.
Moody's believes that the current BFSRs of C- may not be
consistent with these challenges, and could therefore reposition
its assessment of the group's intrinsic strength in the D
category, most likely at D+.  The initiation of Moody's review on
the A1 long-term debt and deposit ratings is a direct consequence
of the review of the BFSR, and will also take into account the
potential for systemic support, which Moody's expect to remain
very high.

     Funding Challenges Put Long-Term Pressure on the Group's
                       Intrinsic Strengths

Moody's recognizes the substantial progress achieved by Dexia in
reducing its short-term funding needs over the past two years.
Moody's also notes that the group's access to secured funding has
remained robust, both on the long- and short-term markets, and
that it has been successfully increasing its retail and commercial
deposits base.  The rating agency also notes the participation of
La Banque Postale (unrated) in Dexia's recent debt issues and the
likelihood that La Banque Postale will make further finance
available, together with other public entities.

Although Moody's understand that Dexia does not plan to make
significant use of unsecured term funding, Moody's believe that
the group's limited access to this financing channel makes it more
dependent on the delicate deleveraging process of its legacy
assets and other disposals in order to achieve a further
significant decrease in its funding gap, which is therefore likely
to remain sizeable.

Over the longer term, Moody's considers that the aforementioned
financial constraints and the overall higher cost of funding may
impact the group's ability to maintain its market shares in public
finance or its profitability.

The review for possible downgrade will therefore focus on these
factors which are exerting some downward pressure on the group's
financial profile:

  -- Dexia's ability to raise long-term funding at a cost that
     preserves the economics and the viability of its public
     finance core business;

  -- Its ability to continue deleveraging its legacy assets
     without adversely affecting the average quality and duration
     of the bond portfolio in run-off; and

  -- The potential impact of Basel III regulations on Dexia's
     liquidity management and the group's capitalization.

Moody's acknowledges the very high inter-company support that
currently prevails within the centrally managed Dexia Group.  This
is reflected in Moody's approach of assigning BFSRs at the same
level for the three main group companies (DBB, DCL and DBIL).

   Focus on Long-Term Ratings and Systemic Support Assumptions

The downward pressure on the BFSR has prompted Moody's to also
place the long-term debt and deposit ratings on review for
possible downgrade.

With long-term debt and deposit ratings of A1, Dexia's issuing
entities currently receive a four-notch uplift from their BCA of
Baa2.  This reflects the very high probability of systemic support
from France, Belgium and Luxembourg, as evidenced by the capital
increase in 2008, the funding guarantee program and the asset
guarantee scheme provided by these countries.  This support, in
turn, reflects the deep ties between Dexia and the public sectors
of these countries, both from its shareholders as well as a from a
business franchise perspective.  Moody's considers this
involvement to be a more structural feature of Dexia's model
compared to some other state-owned banks.  Moody's will therefore
review the degree of uplift from systemic support assigned to the
long-term ratings, but expect that support from government
shareholders will continue to be a key rating factor going
forward.  For this reason Moody's see the potential downside to
the A1 senior debt and deposit ratings to be limited to one or
possibly two notches.

                Affirmation of Short-Term Ratings

Moody's decision to affirm the Prime-1 short term ratings is
similarly driven by Moody's expectation that a downgrade of the
long-term ratings to A3 is less likely than a downgrade to A2.  In
addition, Moody's note that a Prime-1 short-term rating is not
incompatible with an A3 long-term rating.  While this combination
is unusual, it reflects Moody's continued high expectations of
systemic support for the group's financing needs.

          Hybrids and Junior Subordinated Debt Ratings

Additionally, the review on the BFSRs triggers a review on the
ratings of the group's outstanding hybrid securities.  As such,
the B3 preferred stock securities issued by DCL and by Dexia
Funding Luxembourg (DFL, guaranteed by Dexia Group) as well as the
B1 preferred stock securities issued by DBIL were placed on review
for possible downgrade.  Similarly, the Ba2 junior subordinated
debt issued by DBB, and the Baa1 junior subordinated debts issued
by DBIL and Dexia Overseas Limited were placed on review for
possible downgrade.

                     Impact on Subsidiaries

The ratings on a number of subsidiaries were placed on review for
possible downgrade:

  -- Dexia Credit Local's C- BFSR, A1 long-term deposit and senior
     unsecured debt ratings, A2 subordinated debt rating, and B3
     preferred stock rating;

  -- Dexia Bank Belgium's C- BFSR, A1 long-term deposit and senior
     unsecured debt ratings, A2 subordinated debt rating, and Ba2
     junior subordinated debt rating;

  -- Dexia Banque Internationale Luxembourg's C- BFSR, A1 long-
     term deposit and senior unsecured debt ratings, A2
     subordinated debt rating, Baa1 junior subordinated debt
     rating, and B1 preferred stock rating;

  -- Dexia Funding Luxembourg's B3 backed preferred stock rating;

  -- Dexia Kommunalkredit Bank's Baa2 long-term senior unsecured
     debt rating;

  -- Dexia CLF Finance's A1 backed senior unsecured rating;

  -- Dexia Public Finance Norden's A1 long-term backed bank
     deposit rating;

  -- Dexia Credit Local New York Branch's A1 long-term bank
     deposit rating;

  -- Dexia Credit Local Tokyo Branch's A1 long-term bank deposit

  -- Dexia Funding Netherlands' A1 backed long-term senior
     unsecured rating, and A2 backed subordinated debt rating;

  -- Dexia Overseas Limited's A1 long-term backed senior unsecured
     rating, A2 backed subordinated debt rating and Baa1 backed
     junior subordinated debt ratings.

The Prime-1 ratings on the above entities, where applicable, were

These ratings remain unchanged:

  -- Dexia Crediop S.p.A.'s C- BFSR, A2 long-term deposit and
     senior unsecured debt ratings, A3 subordinated debt rating,
     and Prime-1 short-term debt ratings.  The outlook on deposit
     and senior unsecured debt ratings remains negative;

  -- Crediop Overseas Bank Limited's A2 long-term deposit and
     senior unsecured debt ratings, A3 subordinated debt rating
     and Prime-1 short-term debt ratings.  The outlook on senior
     unsecured debt ratings remains negative;

  -- Dexia Sabadell S.A.'s C- BFSR, Baa2 long-term deposit and
     senior unsecured debt ratings, and Prime-3 short-term debt
     ratings.  The outlook on the BFSR and deposit and senior
     unsecured debt ratings remain negative;

  -- DenizBank A.S.'s C- BFSR, Baa2 domestic currency deposit
     ratings, Ba3 long-term foreign currency deposit ratings,
     Prime-2 short-term domestic currency deposit ratings and Not-
     Prime short-term foreign currency deposit ratings.  The
     outlook on the BFSR and domestic currency deposit ratings
     remains stable and the outlook on the foreign currency
     deposit ratings remains positive.

  -- Dexia Delaware LLC's Prime-1 backed commercial paper rating;

  -- Dexia Credit Local, Stockholm Branch's Prime-1 short-term
     deposit rating;

  -- Dexia Financial Products' Prime-1 backed commercial paper

            Previous Rating Actions and Methodologies

The last rating action on Dexia took place on Feb. 12, 2010, when
Moody's upgraded to C- from D+ the BFSRs of Dexia Group's main
operating entities (DBB, DCL and DBIL).  At the time, Moody's also
affirmed the A1 long-term debt and deposit ratings and the Prime-1
short-term debt and deposit ratings of DBB, DCL and DBIL.  The
outlooks on the long-term debt and deposit ratings and on the
BFSRs were changed to stable from negative.

Based in Brussels, Belgium, Dexia SA's consolidated net income
group share amounted to EUR723 million in 2010, down by 28% from
EUR1.1 billion in 2009.  Dexia had total assets of EUR566 billion
at the end-December 2010, down by 2% from EUR577 billion at the
end-December 2009.  At end-December 2010, the bank's Tier 1 ratio
stood at 13.1% (year-end 2009: 12.3%) under the Basel II advanced


DRYSHIPS INC: To Host Conference Call Today to Discuss Results
DryShips Inc.'s management team will host a conference call today,
March 31, 2011, at 8:00 a.m. EDT to discuss the Company's
financial results for the fourth quarter of 2010.

                      Conference Call details

Participants should dial into the call 10 minutes before the
scheduled time using the following numbers: 1(866) 819-7111 (from
the US), 0(800) 953-0329 (from the UK) or +(44) (0) 1452 542 301
(from outside the US). Please quote "DryShips."

A replay of the conference call will be available until April 2,
2011.  The United States replay number is 1(866) 247-4222; from
the UK 0(800) 953-1533; the standard international replay number
is (+44) (0) 1452 550 000 and the access code required for the
replay is: 2133051#.

                     Slides and audio webcast

There will also be a simultaneous live webcast over the Internet,
through the DryShips Inc. Web site (
Participants to the live webcast should register on the Web site
approximately 10 minutes prior to the start of the webcast.

                        About DryShips Inc.

Based in Greece, DryShips Inc. --
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet at Sept. 30, 2010, showed
US$5.80 million in total assets, US$1.90 million in total current
liabilities, US$1.10 million in total noncurrent liabilities, and
stockholders' equity of US$2.80 million.

On November 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.


KAUPTHING BANK: Luxembourg Properties Raided in Collapse Probe
Andrew Ward at The Financial Times reports that police in
Luxembourg have raided premises related to Kaupthing Bank in a
joint operation with the UK Serious Fraud Office and Icelandic

The FT relates that more than 70 investigators took part in
searches of three business premises and two residential addresses
in Luxembourg, which was an important offshore base for Kaupthing
before its collapse in 2008.

According to the FT, among the premises searched in Luxembourg on
Tuesday were the offices of Banque Havilland, owned by Britain's
Rowland family, known for its investments in property, banking and
internet ventures as well as for its ties to the UK Conservative
party.  The Rowland family bought the healthy assets of Kaupthing
Luxembourg in 2009 and renamed it Banque Havilland, the FT

No arrests were made during the Luxembourg operation, the FT says,
citing people involved in the raids.

As reported by the Troubled Company Reporter-Europe on March 11,
2011, the SFO, as cited by Bloomberg News, said the SFO is
investigating Kaupthing's "decision-making processes, which appear
to have allowed substantial value to be extracted from the bank in
the weeks and days prior to its collapse."


ALLIED IRISH: Santander Completes Acquisition of Bank Zachodni
Jan Cienski at The Financial Times reports that Spain's Banco
Santander has completed its EUR4 billion purchase of Poland's
third largest bank, Bank Zachodni WBK.

According to the FT, Santander also agreed to buy half of BZ WBK
Asset Management for EUR150 million.

The Spanish bank agreed last year to buy Allied Irish Banks plc's
70% stake in BZ WBK after the Irish bank had been forced to sell
as a condition of the state aid it received from the Irish
government, the FT relates.  It then had to bid for the remaining
30% of the Polish bank, a requirement of Polish regulators who
approved the sale earlier this month, the FT notes.

Santander, as cited by the FT, said the acceptance rate for the
public tender -- where the offer for each of BZ WBK's shares was
PLN226.89 -- was 96%.

Allied Irish Banks, p.l.c., together with its subsidiaries -- 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

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.

IRISH LIFE: Seeks Temporary Suspension in Share Trading
Joe Brennan at Bloomberg News reports that Irish Life & Permanent
Plc, the nation's only government-guaranteed lender to avoid a
bailout so far, sought a temporary suspension in trading in its
shares until April 1, after the results of stress tests of the
country's lenders are revealed.

Shares in the lender plunged by 34 euro cent, or 45%, to 41 cents
on March 28 on concern that the state may be forced to take a
majority stake in the company after the publication of the test
results.  The set was set to be revealed yesterday, according to

Irish Life "notes the recent media comment" on its expected
capital requirement after the assessment, Bloomberg quotes the
company as saying in a statement on Tuesday.  The tests "are not
completed and the quantum of capital that may be required by the
group, and the source of that capital, is not yet finalized."

Headquartered in Dublin, Irish Life & Permanent plc -- is a provider of personal
financial services to the Irish market.  Its business segments
include banking, which provides retail banking services; insurance
and investment, which includes individual and group life assurance
and investment contracts, pensions and annuity business written in
Irish Life Assurance plc and Irish Life International, and the
investment management business written in Irish Life Investment
Managers Limited; general insurance, which includes property and
casualty insurance carried out through its associate, Allianz-
Irish Life Holdings plc, and other, which includes a number of
small business units.  On June 30, 2008, it acquired the rest of
the 50% interest in Joint Mortgage Holdings No. 1 Limited (the
parent of Springboard Mortgages Limited), resulting in Springboard
Mortgages becoming a wholly owned subsidiary.  On December 23,
2008, it acquired an additional 23% of Cornmarket Group Financial
Services Ltd, bringing its interest to 98%.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 8,
2010, DBRS downgraded the Dated Subordinated Debt rating of Irish
Life & Permanent plc (IL&P or the Group) to BB from BBB to reflect
the increased risk of adverse action by the government.  This
rating action reflects DBRS's view that the risk of loss for
holders of subordinated debt instruments of Irish banks has
increased significantly given recent actions and various
statements by the Irish Government.

As reported by the Troubled Company Reporter-Europe on April 8,
2010, Fitch Ratings downgraded Irish Life & Permanent's Individual
rating to 'D' from 'C'.  Fitch said the downgrade reflects Fitch's
concerns about ILP's profitability in the next two years, its
ability to absorb increased provisioning charges in the banking
business through operating profits, the standalone capital
position of the bank and its large share of wholesale funding.
According to Fitch, while the insurance business, Irish Life,
continues to be profitable at an operating level, its
profitability was not sufficient to compensate for losses in the
banking business, permanent tsb, in 2009.

IL&P continues to carry Moody's Investors Service's standalone
Bank Financial Strength Rating of D, which maps to Ba2 on the long
term rating scale.  IL&P's also carries an undated subordinated
debt rating of Ba3 from the rating agency.

LESLIE REYNOLDS: Put Into Receivership Over Unpaid Bank Debts
Gavin Daly at The Sunday Business Post Online reports that
Leslie Reynolds & Co. has been put into receivership over unpaid
debts to Bank of Ireland.

The Post relates that the bank has appointed Declan Taite of FGS
as receiver to the Dublin-based company.  It is understood that
the bank is owed about EUR10 million by the firm, the Post notes.

According to the Post, it has suffered from a falloff in business,
combined with large costs associated with a move to a new purpose-
built premises in north Dublin in recent years.

The company had about 30 staff, but the majority of the workers
were laid off, the Post discloses.

The receiver, the Post says, will be attempting to sell the
business and its assets in the coming weeks.

The latest accounts for the firm show a loss of almost EUR164,000
for the 12 months to the end of April 2010, the Post states. The
previous year, it lost EUR2.8 million, the Post recounts.
According to the Post, it had bank borrowings of EUR10.9 million
at the end of the financial year, and the directors noted that the
borrowings were a "risk to the company".

Leslie Reynolds & Co. is a steelwork business based in Dublin.

QUINN INSURANCE: Future Remains Unclear; Sale Process Stalls
Laura Noonan at Irish Independent reports that Quinn Insurance's
future and the fate of 1,600 staff remains shrouded in uncertainty
a year after it was forced into administration.

According to Irish Independent, a plan by Anglo Irish Bank to take
over the insurance giant in a joint bid with US insurer Liberty
Mutual has been languishing with the National Treasury Management
Agency (NTMA) for close to two months.  And the insurer's
administrators were forced to effectively suspend the sales
process in mid-February when they admitted that the general
election threw some aspects of the sale into doubt, Irish
Independent recounts.

Irish Independent relates that in a statement on Tuesday night,
the joint administrators said the sale process was "progressing",
adding that they were "working hard to obtain approval from the
various stakeholders to bring things to a conclusion".

Irish Independent says the outstanding issues largely concern
Anglo's bid, which must be approved by the NTMA given Anglo's
nationalized status.

It is understood that while the NTMA is positively disposed to
Anglo's proposition, no formal approval has been given at this
point, Irish Independent states.

The NTMA is believed to be still considering how Anglo can finance
the money they will be putting up for the Quinn sale, according to
Irish Independent.

The total Anglo Liberty deal is believed to involve a EUR600
million cash injection -- Anglo is expected to put up less than
EUR400 million, Irish Independent discloses.

It is unclear as to whether the bank can finance this from its own
resources, or whether it will need further cash from the State,
Irish Independent notes.

                     About Quinn Insurance

Quinn Insurance is owned by Sean Quinn, Ireland's richest man, and
his family.  The company has more than 20% of the motor and health
insurance market in Ireland.  Employing almost 2,800 people in
Britain and Ireland, it was founded in 1996 and entered the UK
market in 2004.

As reported by the Troubled Company Reporter-Europe, The Irish
Times said the Financial Regulator put Quinn Insurance into
administration in March 2010 after his office discovered
guarantees had been provided by the insurer's subsidiaries as far
back as 2005 on Quinn Group debts of more than EUR1.2 billion.
The regulator said the guarantees reduced the amount the firm had
in reserve to protect policyholders against possible claims,
putting 1.3 million customers at risk, according to The Irish


ARES FINANCE: Fitch Downgrades Rating on Class F Notes to 'Dsf'
Fitch Ratings has downgraded and withdrawn Ares Finance S.r.l.'s
class E and F floating-rate notes, due March 2011:

  -- EUR2.8m class E (XS0134905388): downgraded to 'Dsf' from
     'CCsf' and withdrawn

  -- EUR15.0m class F (XS0134905545): downgraded to 'Dsf' from
     'Csf'and withdrawn

The downgrade reflects the failure of the issuer to redeem in full
the captioned notes by legal final maturity (March 25, 2011).
Both notes suffered a principal loss, the class E in part and the
class F in full, prior to being cancelled.  Fitch has subsequently
withdrawn the ratings on the notes.

The defaults were mainly caused by ongoing delays between the
final resolution of claims in the distribution phase and the
actual receipt of collections by the servicer.  As previously
reported, this process has been inefficient throughout the life of
the transaction, which has slowed down repayment of the notes
while increasing expenses such as servicer, legal and asset
manager fees.

Ares Finance S.r.l. was a securitization of a portfolio of Italian
NPLs serviced and managed by Societa Gestione Crediti
S.r.l./Archon Group Italia S.r.l. (rated 'RSS2+'/'CSS2+').  As of
March 2011, the outstanding portfolio consisted of 3,878
unresolved claims with a total GBV of EUR827.1 million.  At
closing, the GBV of the pool was EUR1,540.4 million.  The pool was
mainly located in central and southern Italy (36% and 34% by GBV,
respectively) and primarily consisted of residential claims (33%
by GBV).

ITALPETROLI SPA: Group of U.S. Investors to Acquire AS Roma
Jeffrey Donovan and Flavia Rotondi at Bloomberg News report that a
group of U.S. investors agreed to acquire AS Roma soccer club,
which would result in their becoming the only foreign owner in
Italy's top league.

The group, led by Thomas DiBenedetto, a Boston Red Sox partner,
which also includes hedge fund manager James Pallotta and as many
as four other investors, will acquire 60% of the team and
UniCredit SpA (UCG) will hold the remainder, Italpetroli SpA,
DiBenedetto and UniCredit SpA said in a joint statement on
Tuesday, according to Bloomberg.  The agreement follows
negotiations to buy the three-time Serie A champion from the Sensi
family and UniCredit, Italy's biggest lender, Bloomberg relates.

Roma, which last won the Italian title in 2001, was put up for
sale in July because the Sensi family accumulated debt of more
than EUR300 million (US$423 million) with Milan-based UniCredit,
Bloomberg recounts.  The bank agreed to swap the debt for equity
and jointly owned a 67% stake in the team with the Sensi's oil
company Italpetroli SpA, Bloomberg discloses.

The signing of the agreement is expected within 20 days, which
will give the U.S. investors enough time to fulfill the
commitments agreed on Tuesday, Bloomberg says, citing the
statement.  Bloomberg notes that the statement also said UniCredit
may sell part of its stake to "Italian strategic investors"

Roma posted a net loss of EUR21.9 million on sales of EUR118
million for the fiscal year ended June 2010, Bloomberg discloses.
Mr. DiBenedetto's business plans call for increasing revenue to
EUR185 million, Bloomberg says, citing daily Il Messaggero.
According to Bloomberg, he told Gazzetta dello Sport newspaper
his first priority will be to get Roma's "balance sheet in order"
and in line with UEFA's financial fair-play rules, which will
require clubs to at least break even.

Headquartered in Rome, Italy, Compagnia Italpetroli SpA operates
as an oil storage company.  The company also offers petroleum
refining services.


DTEK HOLDINGS: Fitch Affirms 'B' Long-Term Foreign Currency IDR
Fitch Ratings has affirmed DTEK Holdings Limited's Long-term
foreign currency Issuer Default Rating at 'B' with Stable Outlook
and DTEK Finance B.V.'s foreign currency senior unsecured rating
at 'B' with a Recovery Rating of 'RR4'.

DTEK's Long-term foreign currency IDR is capped by Ukraine's
('B'/Stable) Country Ceiling, while its Long-term local currency
IDR and National Ratings are currently unconstrained.  In July
2010, Fitch upgraded Ukraine's Long-term foreign currency IDR to
'B' from 'B-'.  Following this, DTEK's Long-term foreign currency
IDR was upgraded to 'B' from 'B-'.  DTEK's Long-term local
currency IDR and National ratings are rated above the sovereign,
as they exclude the transfer and convertibility risk associated
with foreign currency debt and reflect the comparatively stable,
vertically integrated nature of DTEK's business.

The ratings reflect DTEK's leading positions in the Ukrainian coal
mining, thermal power generation and distribution sectors, its
competitive operating profile and cost position compared to its
Ukrainian peers, and its long-term debt structure following the
issuance of US$500 million of Eurobonds in April 2010.

DTEK continues to benefit from a high level of integration between
its coal-mining and coal-fired power generation business units,
which helped it maintain its operating margins during the 2009
financial and economic downturn.  Additionally, in FY10, DTEK
should benefit from increased shipments of coal and improved coal
prices as a result of a rebound in the global steel and energy
markets.  Fitch estimates that the share of coal mining in DTEK's
consolidated revenues will increase to about 40% in FY10 from just
above 30% in FY09.

Ukrainian domestic demand for coal and power started to improve in
H209 and continued into 2010.  Ukrainian steel products became
more competitive globally following a 40% devaluation of the
Ukrainian hryvnia against the US$ in 2009.  Fitch's outlook for
global steelmakers is stable.

Fitch conservatively estimates that DTEK's revenues will grow in
line with Ukraine's GDP growth, which Fitch forecasts at 4%-5% in
2011-12.  The agency forecasts that DTEK will continue to generate
positive operating cash flows and maintain its leverage below that
of many other CIS power generation and distribution companies,
e.g., funds from operations adjusted net leverage should stay
below 1.7x in 2011-14 even after accounting for potential
acquisitions and FFO interest coverage at above 6x over the same

Fitch considers there is some M&A risk in 2011.  The Ukrainian
officials announced earlier this year that they are planning to
privatize a stake in Dniproenergo, which DTEK already owns 47.55%
of, as early as Q211.  Dniproenergo has an installed capacity of
8,185 MW, which is almost double the capacity of Eastenergo,
DTEK's power generation subsidiary.  However, Dniproenergo has a
lower operating efficiency, i.e., its utilization rate in 2010 was
34.3%, which is below Eastenergo's utilization rate of 50.1% in
the same year.  Therefore, Fitch believes that in the event of an
acquisition of Dniproenergo, DTEK's post-acquisition operating
margins are likely to decline slightly.

Fitch also notes that DTEK's exposure to foreign currency risks is
mitigated by its revenue receipts from export sales.  Fitch
calculates that DTEK's export revenues, which are mostly US$-
denominated, comfortably cover its currency-denominated interest
payments.  DTEK does not currently hedge its forex exposure.
Fitch notes that if there was a significant continued weakening of
the UAH against the US$ and EUR, DTEK's financial position
including leverage and coverage ratios, may deteriorate.

DTEK is a coal mining and power generation business group owned by
Ukrainian-based System Capital Management that is ultimately
controlled by Mr.  Rinat Akhmetov.  DTEK transacts with other
companies that are part of the same group of companies under the
ownership of Mr.  Akhmetov.

The ratings actions are:


  -- Long-term foreign currency IDR: affirmed at 'B'; Outlook

  -- Short-term foreign currency IDR: affirmed at 'B'

  -- Long-term local currency IDR: affirmed at 'B+'; Outlook

  -- Short-term local currency IDR: affirmed at 'B'

  -- National Long-term Rating: affirmed at 'AA+(ukr)'; Outlook

  -- National senior unsecured rating: affirmed at 'AA+(ukr)'

DTEK Finance B.V.

  -- Foreign currency senior unsecured rating: affirmed at 'B'
  -- Recovery Rating: affirmed at 'RR4'

FAXTOR ABS: Fitch Confirms 'CCsf' Ratings on Two Classes of Notes
Fitch Ratings has confirmed that Faxtor ABS 2005-1 B.V.'s notes'
ratings will not be impacted as a result of the recent partial
repurchase of Faxtor ABS 2005-1 B.V.'s class A1 notes.

Under the terms of the buyback, the repurchase of EUR29.8 million
of the class A1 notes is undertaken at a discounted purchase
price.  The repurchased notes are subsequently cancelled, thereby
increasing the available credit enhancement to all rated notes.
The repurchase is funded using cash available in the principal
collection account.  As of March 2011, approximately EUR25.3
million is available in the principal collection account

Proceeds in the principal collection account can generally be used
by the portfolio manager to invest in new portfolio assets,
limited by the eligibility criteria, or they may be distributed to
noteholders, if no such investment opportunity exists.  Due to the
funding of the repurchase of the class A1 notes, the amount of
principal proceeds available for immediate distribution to the
remaining noteholders will be substantially reduced.  At the same
time however, noteholders will benefit from an increase in credit
enhancement due to the relative increase of assets compared with
liabilities in the structure.

Currently the A3, A4, B and additional coverage tests are
breaching their limits.  Fitch notes that all coverage test ratios
will improve as a result of the repurchase.  Consequently, the
amount of interest required to be diverted on future payment dates
to the senior notes to cure the coverage tests may be reduced.

The notes' ratings are:

  -- EUR183.2m class A1: 'BBBsf'; Outlook Negative; Loss Severity
     Rating 'LS-1'

  -- EUR10m class A-2E: 'BBsf'; Outlook Negative; Loss Severity
     Rating 'LS-4'

  -- EUR10m class A-2F: 'BBsf'; Outlook Negative; Loss Severity
     Rating 'LS-4'

  -- EUR20m class A-3: 'Bsf'; Outlook Negative; Loss Severity
     Rating 'LS-4'

  -- EUR18.3m class A-4: 'CCsf'

  -- EUR13.6m class B: 'CCsf'


BANK MILLENNIUM: S&P Downgrades Unsolicited Rating to 'BBpi'
Standard & Poor's Ratings Services said it lowered its unsolicited
public information (pi) rating on Poland-based Bank Millennium
Capital Group to 'BBpi' from 'BBBpi'.

The rating action reflects the direct impact of S&P's two-notch
downgrade of Banco Comercial Portugues, S.A. (BBB-/Watch Neg/A-3),
Millennium's main shareholder.

"In S&P's opinion, given the increasingly challenging operating
environment in the Republic of Portugal and BCP's eroded financial
profile, it appears less likely that BCP would be able to provide
meaningful financial support to its Polish subsidiary Millennium,
in terms of funding and capital," said Standard & Poor's credit
analyst Francesca Sacchi.

S&P continue to consider Millennium to be a strategically
important subsidiary for BCP, in light of the parent's commitment
to maintaining a majority stake and Millennium's increasing
contribution to BCP's profitability.  However, S&P believes BCP's
deteriorated financial profile and, in S&P's opinion, its
comparatively weaker financial position than that of its
Portuguese peers, constrain BCP's ability to provide extraordinary
support to Millennium in case of need.

"The unsolicited pi rating on Millennium now solely reflects S&P's
assessment of Millennium's stand-alone credit profile, which, in
turn, is based on the bank's strong retail franchise in Poland and
good funding profile," said Ms. Sacchi.  "Offsetting factors are
Millennium's still weak profitability, due to constrained margins
and lower efficiency than peers'."

Under Standard & Poor's criteria, S&P considers the Polish
authorities to be supportive of the local banking system.
Consequently, S&P's ratings on Millennium include the soft
benefits Millennium derives as a bank in a regulated and
supervised environment.  The ratings on Millennium do not include
any explicit uplift for extraordinary government support.


ALFASTRAKHOVANIE PLC: Fitch Affirms 'BB-' Insurer Strength Rating
Fitch Ratings has revised AlfaStrakhovanie PLC's rating Outlook to
Stable from Negative and affirmed its Insurer Financial Strength
rating at 'BB-' and National IFS rating at 'A+(rus)'.

The revision of the Outlook reflects AlfaStrakhovanie's progress
towards a healthier operating performance and the reducing
influence of the recessionary trends on the insurer's underwriting

The ratings factor in AlfaStrakhovanie's level of strategic
importance to its parent (Alfa Group), the favorable track record
of the parent providing capital support over several years and
Fitch's view that this support is likely to continue to be
available in the future.  The ratings continue to be constrained
by AlfaStrakhovanie's low risk-adjusted standalone capital
position and its as yet limited ability to generate capital
internally.  To some extent, these concerns are mitigated by
historically effective measures taken by the insurer to shield
capital from large losses, through a prudent investment policy and
appropriate reinsurance protection.

Key ratings drivers for a downgrade of the ratings would be any
reduction, in Fitch's opinion, in the level of AlfaStrakhovanie's
strategic importance to Alfa group or in the group's ability to
provide support.  Conversely, significant strengthening of
AlfaStrakhovanie's standalone capital position or a sharp
improvement in its operating profitability could result in
positive rating actions, although Fitch believes this is unlikely
in the near term.

Fitch understands that the diversification achieved by
AlfaStrakhovanie in both the insurance and non-insurance spheres
is in line with the strategy set by its parent.  The strategy also
allows for moderately negative operating performance during the
period of extensive development.  The agency also notes that
although AlfaStrakhovanie's weight in the Alfa Group's gross
assets amounted to only 1.3% at end-2009, the insurer has
strategic importance to the parent due to its strong retail
franchise base, shared brand with one of the group's core assets -
OJSC Alfa-bank ('BB'/Stable) - and the broad achievement of the
key strategic targets.

Shareholders have already demonstrated their ability and
commitment to support the insurer with capital being injected
every year during 2006-2009, although these were primarily aimed
at funding non-organic investments.  While Fitch views the
apparently limited commitment of the shareholders to hold more
capital resources at the insurer's level to support its organic
growth somewhat negatively, the agency believes that parental
support is likely to be granted in case of need, taking into
account the insurer's level of strategic importance to the group.
At the same time, the agency notes that AlfaStrakhovanie complies
with regulatory capital requirements, including the forthcoming
ones in 2012, with a comfortable cushion.

AlfaStrakhovanie has not replenished its capital base through
internal sources since 2004, although the return on adjusted
equity has tended to improve to marginally negative values from
2008.  Whereas investment return, historically the soundest
component of AlfaStrakhovanie's income, mitigated the losses
generated by the immature life and moderately volatile non-life
businesses in 2009-2010, the insurer's net result for these years
was ultimately pressured by the negative profitability of the
recently launched medical services subsidiary.  AlfaStrakhovanie
has been investing in its own medical facilities across Russia
from 2008 and plans to achieve synergies by combining health
insurance with medical services in the medium term.
AlfaStrakhovanie plans to divest minority stakes of the medical
services subsidiary to third-party investors and attract intra-
group debt funding to support the project in the near term, which
alleviates Fitch's concerns related to the potential depletion of
the insurer's capital and liquidity by this non-core investment.

As part of its underwriting result management, AlfaStrakhovanie
has continued to shift towards commercial lines away from the
retail motor business, primarily through the expansion in
specialty lines through business acquisitions, in Q409-Q111, but
has not yet achieved the targeted improvement of the combined
ratio.  The ratio grew moderately to 100.5% in 2010 from 99.9% in
2009, pressured by the restructuring within the commercial
property portfolio and its reinsurance protection, offset by the
benefits from the tightened underwriting policy in retail lines.
The insurer expects to start benefiting from the restructuring of
the business mix from 2011.  Fitch believes this is a realistic
but challenging expectation, taking into account the soft pricing
environment in the Russian insurance sector.

AlfaStrakhovanie is the core insurance operating company of the
large diversified Alfa Group, beneficially owned by six
individuals and holding assets in the oil and gas, telecoms, media
and financial sectors.  AlfaStrakhovanie had gross premiums
written of RUB23.9 billion in 2010 and gross assets of RUB24.5
billion at end-2010 on a consolidated basis.

BANK VTB: Fitch Affirms Individual Rating at 'D'
Fitch Ratings has affirmed and simultaneously withdrawn Russia-
based JSC Bank VTB North-West's ratings, including its Long-term
Issuer Default Rating of 'BBB' with a Stable Outlook.  Fitch will
no longer provide ratings or analytical coverage of VTB NW.

The rating actions follow the completion of VTB NW's merger into
its parent, JSC Bank VTB (VTB rated 'BBB'/Stable).  As a result,
VTB NW in its current form will no longer exist as a separate
legal entity.

Obligations with respect to the subordinated debt issued by VTB NW
prior to its merger with its parent, have been assumed by VTB.
The Long-term rating of this debt is affirmed at 'BBB-'.

The rating actions are:

  -- Long-term foreign currency IDR: affirmed at 'BBB'; Outlook
     Stable; withdrawn

  -- Short-term foreign currency IDR: affirmed at 'F3' and

  -- Individual Rating: affirmed at 'D' and withdrawn

  -- Support Rating: affirmed at '2' and withdrawn

  -- Subordinated debt: affirmed at 'BBB-'

TINKOFF CREDIT: Fitch Lifts Long-Term Foreign Currency IDR to 'B'
Fitch Ratings has upgraded Tinkoff Credit Systems' Long-term
foreign currency Issuer Default Rating to 'B' from 'B-'.  The
Outlook is Stable.

The upgrade reflects the diversification of the funding base and
the extended track record of reasonable asset quality metrics.
The ratings are also supported by the strong cash generation
capacity of the loan book, which significantly mitigates liquidity
risk.  TCS Bank's ratings reflect Fitch's view on the
creditworthiness of the broader group consolidated at the level of
Cyprus-domiciled Egidaco Plc.  TCS Bank is TCS's core operating

However, the ratings remain constrained by high credit risks
associated with the innovative business model targeting under-
banked borrowers; rapid growth (receivables grew 1.8x in 2010,
albeit from a low base); high reliance on capital markets and
potentially unreliable retail depositors for funding; and
potential margin pressure in the credit card market due to
increasing competition and possibly greater regulatory scrutiny.

The bank attracted a notable US$161 million of retail deposits in
2010, which constituted 42.5% of liabilities at end-February 2011.
Combined with new wholesale borrowing (primarily, domestic bonds),
this significantly diversified the funding base, by both source
and maturity.  However, in Fitch's opinion, the newly attracted
deposits have not yet been stress-tested and might prove
unreliable if the operating environment worsens or TCS becomes
relatively less attractive to depositors.

Asset quality improved during 2010 driven by better performance of
more recent loans.  Receivables past due by more than 90 days
declined to a low 2.1% of the book at end-February 2011, while
Fitch estimates that the average write-off rate stabilized at an
acceptable 10% during 2010.

The bank reported solid bottom-line results, with return on equity
of 23.6% in 2010.  This result was supported by notable foreign
currency gains (equal to 47.6% of pre-tax income), but pressured
by high customer acquisition expenses (up to 5.6% of average total
assets in 2010 from 1.7% in 2009 due to more aggressive growth).
Although revenues in 2009-2010 were sufficient to cover funding,
credit and operating costs, Fitch notes that TCS's performance is
highly sensitive to changes in loan yields, which is a concern
given the potential medium-term competitive/regulatory pressure on

Shareholders completed a US$15 million equity injection in
February 2011 to support further growth, resulting in a Basel I
Tier 1 capital ratio of 15.3% at end-February 2011.  Fitch views
this as moderate given growth plans and potential volatility of
operating performance.

TCS is the first and currently only credit card monoline company
in Russia, established in 2006 by Russian businessman Oleg Tinkov.
A 29% stake was subsequently sold to Goldman Sachs and
Scandinavian private equity fund Vostok-Nafta.  Following rapid
growth in 2010, the bank had a market share of approximately 4.5%
of credit card receivables at year-end.

The rating actions are:

  -- Long-term foreign currency IDR: upgraded to 'B' from 'B-';
     Outlook Stable

  -- Long-term local currency IDR: upgraded to 'B' from 'B-';
     Outlook Stable

  -- Short-term IDR: affirmed at 'B'

  -- Individual Rating: affirmed at 'D/E'

  -- Support Rating: affirmed at '5'

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

  -- Senior Unsecured Debt: upgraded to 'B' from 'B-'; Recovery
     Rating 'RR4'

  -- National Long-term Rating: upgraded to 'BBB(rus)' from 'BB-
     (rus)'; Outlook Stable


HIPOCAT 7: S&P Downgrades Rating on Class D Notes to 'BB- (sf)'
Standard & Poor's Ratings Services took various credit rating
actions on Hipocat 7, Fondo de Titulizacion de Activos; Hipocat 8,
Fondo de Titulizacion de Activos; and Hipocat 9, Fondo de
Titulizacion de Activos.

Specifically, S&P has:

* Affirmed and removed from CreditWatch negative its rating on
  Hipocat 7's class D notes, and left the ratings on the class A2,
  B, and C notes unchanged, but kept them on CreditWatch negative
  solely due to S&P's updated counterparty criteria;

* Affirmed and removed from CreditWatch negative its ratings on
  Hipocat 8's class C and D notes, and left the ratings on the
  class A2 and B notes unchanged, but kept them on CreditWatch
  negative solely due to its updated counterparty criteria; and

* Lowered its ratings on Hipocat 9's class B, C, and D notes,
  removed classes C and D from CreditWatch negative, kept class B
  on CreditWatch negative due to its updated counterparty
  criteria, and left the ratings on the class A2a, and A2b notes
  unchanged, but kept them on CreditWatch negative solely due to
  its updated counterparty criteria.

In July 2010, S&P placed or kept its ratings in six Hipocat
Spanish RMBS deals on CreditWatch negative because of reporting
issues that resulted from, what S&P understood, incorrectly
reported cumulative defaults in two of the Hipocat transactions by
the trustee.

Since July 2010, S&P has had several conversations with the
trustee and the originator: S&P has gone with them through the
detailed information that they provided and have received written
confirmation on the accuracy of the data that they have given to
us.  Following these discussions and confirmation, S&P were able
to conclude that the error was limited to Hipocat 10 and 11, and
that the rest of the Hipocat deals that S&P rate are not affected.
As a result, S&P understands that the updated performance
information S&P has received is correct, and S&P is able to run
its credit and cash-flow models with the updated data from the

The rating actions follow a credit review of the Hipocat 7, 8, and
9 transactions and are due to a combination of positive and
negative factors and stresses on the transactions.

As Hipocat 7, 8, and 9 have repaid senior noteholders' principal,
they have deleveraged, with current pool factors of 36.86%,
44.52%, and 49.66%, respectively at the last payment date--which
was December 2010 for Hiopcat 8 and January 2011 for Hipocat 7 and
9.  This has led to an increase in credit enhancement available to
the remaining outstanding classes of notes.  In particular, credit
enhancement has increased for the 'AAA' rated notes--to 19.01% in
January 2011 from 8.45% at closing in Hipocat 7, to 16.13% in
December 2010 from 7.85% at closing in Hipocat 8, and to 14.87% in
January 2011 from 7.98% at closing in Hipocat 9.

However, S&P's foreclosure forecasts for the lower rating
categories have increased for the three transactions due to
delinquent loans now in the pools.

For Hipocat 7 and 8, the current levels of defaults (defined as
loans in arrears for more than 18 months)--which represent 0.22%
and 0.14% of the total outstanding balance of the assets in
Hipocat 7 and 8, respectively--are offset by the increase in
credit enhancement, and as such S&P has maintained its ratings on
all the notes in these transactions from a credit and cash flow
point of view.  Even if the reserve funds have partially depleted
(as of the last payment dates, they are at 96.47% of the required
level in Hipocat 7, and 86.73% in Hipocat 8), S&P believes the
support provided would be strong enough for us to leave its
ratings unchanged on classes A2, B, and C in Hipocat 7 and classes
A2 and B in Hipocat 8, and to affirm its ratings on class D in
Hipocat 7 and on classes C and D in Hipoact 8 for credit and cash
flow reasons.

In Hipocat 9, where defaulted loans represent 0.44% of the total
outstanding balance of the assets as of January 2011, despite the
increase in credit enhancement, the increase in S&P's foreclosure
forecasts--together with a combination of structural features and
the special characteristics of the product securitized--have led
to the downgrades of the class B, C, and D notes.  Moreover, the
reserve fund is at 62.76% of its required level at the last
payment date, which is not enough support to maintain the ratings
on the subordinated notes.

The three transactions' collateral pools comprise the first draws
of credit lines granted to individuals to buy a residential
property.  The first draw ranks pari passu with subsequent draws,
which can increase the amount drawn up to a maximum amount that
represents 80% of the original property value at loan origination.
Additionally, if the performance of the borrower is strong enough
and none of his products with CatalunyaCaixa is in arrears, this
product may have a principal and payment holiday option of 12
consecutive months, with a maximum period of 36 months.  S&P has
stressed these features in S&P's analysis.

On Jan. 18, 2011, S&P updated the CreditWatch status of the
ratings on these classes of notes when its updated counterparty
criteria became effective (see "EMEA Structured Finance
CreditWatch Actions In Connection With Revised Counterparty
Criteria").  S&P then took the same action on Hipocat 7's class C
notes, Hipocat's 8 class B notes, and Hipocat 9's class B notes on
March 11, because the downgrade of a counterparty in the
transactions meant that these notes should now be on CreditWatch
negative for counterparty reasons.  S&P has kept on CreditWatch
negative for counterparty reasons Hipocat 7's class A2, B, and C
notes, Hipocat 8's class A2 and B notes, and Hipocat 9's class
A2a, A2b, and B notes.

Regarding exposure to heightened counterparty risk, some existing
transaction documentation may no longer satisfy S&P's counterparty
criteria.  S&P will review this documentation and S&P intend to
resolve this element of the CreditWatch placement before the
criteria's transition date of July 18, 2011.

Hipocat 7, 8, and 9 are Spanish residential mortgage-backed
securities transactions that securitize loans originated by
CatalunyaCaixa, a Spanish savings bank whose home market is
established in the Catalunya region.  The transactions closed in
June 2004, May 2005, and November 2005, respectively.

                           Ratings List

           Hipocat 7, Fondo de Titulizacion de Activos
         EUR1.4 Billion Mortgage-Backed Floating-Rate Notes

      Rating Affirmed and Removed From Creditwatch Negative

     Class       To                      From
     -----       --                      ----
     D           BBB+ (sf)               BBB+ (sf)/Watch Neg

              Ratings Kept on Creditwatch Negative

                 Class       Rating
                 -----       ------
                 A2          AAA (sf)/Watch Neg
                 B           AA+ (sf)/Watch Neg
                 C           AA- (sf)/Watch Neg

           Hipocat 8, Fondo de Titulizacion de Activos
         EUR1.5 Billion Mortgage-Backed Floating-Rate Notes

      Ratings Affirmed and Removed From Creditwatch Negative

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

               Ratings Kept on Creditwatch Negative

                 Class       Rating
                 -----       ------
                 A2          AAA (sf)/Watch Neg
                 B           AA (sf)/Watch Neg

           Hipocat 9, Fondo de Titulizacion de Activos
         EUR1 Billion Mortgage-Backed Floating-Rate Notes

      Ratings Lowered and Removed From Creditwatch Negative

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

         Rating Lowered and Kept on Creditwatch Negative

      Class       To                      From
      -----       --                      ----
      B           AA- (sf)/Watch Neg      AA (sf)/Watch Neg

              Ratings Kept on Creditwatch Negative

                 Class       Rating
                 -----       ------
                 A2a         AAA (sf)/Watch Neg
                 A2b         AAA (sf)/Watch Neg

TDA 26: Fitch Affirms Ratings on Two Classes of Notes at 'CCCsf'
Fitch Ratings has downgraded TDA 26 Mixto Fondo de Titulizacion de
Activos' class 2-B RMBS notes, and affirmed the remaining six

TDA 26:

  -- Class 1-A2 (ISIN ES0377953015): affirmed at 'AAAsf'; Outlook
     Stable; Loss Severity Rating of 'LS1'

  -- Class 1-B (ISIN ES0377953023): affirmed at 'Asf'; Outlook
     Stable; Loss Severity Rating of 'LS2'

  -- Class 1-C (ISIN ES0377953031): affirmed at 'BBBsf'; Outlook
     Stable; Loss Severity Rating of 'LS3'

  -- Class 1-D (ISIN ES0377953049): affirmed at 'CCCsf'; Recovery
     Rating 'RR1'

  -- Class 2-A (ISIN ES0377953056): affirmed at 'AAAsf'; Outlook
     Stable; Loss Severity Rating of 'LS1'

  -- Class 2-B (ISIN ES0377953064): downgraded to 'BBBsf' from 'A-
     sf''; Outlook Stable; Loss Severity Rating of 'LS2'

  -- Class 2-C (ISIN ES0377953072): affirmed at 'CCCsf'; Recovery
     Rating 'RR1'

TDA 26 Mixto's notes were issued in 2006 and are backed by
mortgages loans originated and serviced by Banca March and Banco
Guipuzcoano.  The transaction has issued two groups of notes:
Group 1, comprising first-lien mortgages with loan-to-value ratios
under 80% and Group 2, backed by first and second-lien mortgage
loans with LTVs above 80%.  The downgrade of the class 2-B notes
was mainly driven by the adverse portfolio characteristics of the
Group 2 assets, which under Fitch's current Spanish RMBS mortgage
loss criteria require higher credit support than the 2.5%
currently available (see 'EMEA Residential Mortgage Loss Criteria
Addendum - Spain', dated 23 February 2010).  As the reserve fund
is currently amortizing, Fitch does not expect the level of credit
support to increase in the near term to levels that would
withstand 'A-sf' stresses.

Given the high LTV profile of the loans in Group 2, the prepayment
rate has remained low in comparison to Group 1.  Consequently, the
Group 2 notes have not de-leveraged as quickly as Group 1, and are
expected to remain outstanding for a longer period, leaving the
performance of the assets highly susceptible to future interest
rate movements.  The agency believes that the affordability of the
underlying borrowers in Group 2 is likely to be put under more
pressure than that of Group 1 obligors, once interest rates begin
to rise, and could lead to higher arrears and default levels
compared to the levels seen to date.

In Q410, the stabilization in arrears levels, which in Fitch's
view is primarily driven by the current low interest rate
environment, led to a decline in the rate of default across the
two groups.  As of January 2010, cumulative gross defaults in
Group 1 and Group 2 reached 0.53% and 0.17% of the original
balances, respectively, while the pipeline of potential future
defaults remains low, with loans in arrears by more than three
months accounting for 0.88% and 0.15% of their current pools,
respectively.  The stable performance to date, combined with the
portfolio's less risky borrower profile, has resulted in the
affirmation of the Group 1 notes' ratings.

U N I T E D   K I N G D O M

F W MASON: In Administration; Seeks Buyer for Business
Road Transport reports that a buyer is being sought to rescue F W
Mason & Sons, after the company was forced into administration.

Road Transport relates that the company appointed Christopher
White and Andy Wood of The P&A Partnership as joint administrators
of the business on March 25.  However, the distributor is still
trading as a going concern, Road Transport notes.

"The company had been hit by a number of factors, including rising
fuel costs, lack of finance to modernize the business, and loss of
long-standing customers to the multiples," Road Transport quotes
Mr. Wood as saying.

Mr. Wood is hoping the company will attract investors, Road
Transport notes.

Colwick, Notts-based F W Mason & Sons is 82-year-old timber
haulier.  It is trading as Masons Timber Products.

EMI GROUP: Bertelsmann May Buy Music Publishing Unit
Gerrit Wiesmann at The Financial Times reports that German media
group Bertelsmann would consider buying either Warner Music's or
EMI's music publishing units, in order to turn its BMG company
into "one of the biggest and best-run" music companies in the

The FT relates that Thomas Rabe, Bertelsmann chief financial
officer, said BMG, a joint venture with private equity group KKR,
was looking at the auction of Warner Music and that he expected
EMI to be put up for sale by Citibank in the next months.

According to the FT, Mr. Rabe said KKR and Bertelsmann would not
overpay and had other plans if prices spiraled.

                         Citigroup Takeover

As reported on Feb. 3, 2011, by the Troubled Company Reporter-
Europe, Bloomberg News said Citigroup Inc. seized control of EMI
after the record label struggled to meet the terms of loans used
to finance its takeover by Mr. Hands, opening the way for a sale
of the company.  Citigroup said in a statement on Feb. 2 that the
U.S. bank, which funded Mr. Hands' takeover in 2007, will own all
of EMI after the debt-for-equity swap, according to Bloomberg.
The deal will reduce London-based EMI's debt by 65% to GBP1.2
billion (US$1.94 billion), Bloomberg disclosed.  The agreement may
lead to a sale of a record label of the Beatles and Pink Floyd,
Bloomberg noted.  Warner Music Group Corp. and BMG Rights are
among bidders that have expressed interest in EMI's publishing and
recorded assets, Bloomberg said.  Bloomberg, citing Needham & Co.,
said EMI may fetch about US$2 billion in a sale, narrowly covering
its US$1.94 billion debt.  Laura Martin, an analyst at Needham in
Pasadena, California, as cited by Bloomberg, said private equity
firms KKR & Co. and Apollo Group Inc., as well as Sony/ATV Music
Publishing, are likely to seek EMI's publishing unit.

EMI Group Ltd. -- is the fourth
largest record company in terms of market share (behind Universal
Music Group, Sony Music Entertainment, and Warner Music Group).
It houses recorded music segment EMI Music and EMI Music
Publishing.  EMI Music distributes CDs, videos, and other formats
primarily through imprints and divisions such as Capitol Records
and Virgin, and sports a roster of artists such as The Beastie
Boys, Norah Jones, and Lenny Kravitz.  EMI Music Publishing, the
world's largest music publisher, handles the rights to more than a
million songs.  EMI Music operates through regional divisions (EMI
Music North America, International, and UK & Ireland).  Financial
services giant Citigroup owns EMI.

GKN HOLDINGS: Fitch Upgrades LT Issuer Default Rating From 'BB+'
Fitch Ratings has upgraded UK-based GKN Holdings plc.'s Long-term
Issuer Default Rating and senior unsecured ratings to 'BBB-' from
'BB+'.  The Outlook on the Long-term IDR is Stable.  The agency
has also upgraded GKN's Short-term IDR to 'F3' from 'B'.

The upgrade reflects GKN's strong profitability recovery, improved
cash flow and significantly lowered leverage.  These credit
metrics are underpinned by GKN's leading positions in the markets
in which it operates, its global footprint in terms of both sales
and production capabilities, its highly diversified customer base,
where no single customer represents more than 8% of sales
revenues, and its product diversification in automotive driveline
and powder metallurgy products, land systems for construction,
mining and agriculture, and aerospace products for the military
and the civil aviation industries.

The Stable Outlook reflects Fitch's belief that GKN's business and
financial profiles have significantly improved after several years
of extensive restructuring efforts, and that the results achieved
are sustainable.

Based upon preliminary results for fiscal year 2010 published on
March 1, 2011, reported sales increased by 20.5% year-on-year to
GBP5.1 billion.  Fitch expects that GKN's FY11 sales will be
primarily driven by the driveline and powder metallurgy divisions.
The near-term growth prospects for aerospace are curtailed by
limited defense spending budgets.  Fitch expects that following
the restructuring efforts, including among others, leaner
manufacturing processes and logistics, transferring production
capacity to lower cost emerging markets and headcount reductions,
the EBITDAR margin of about 12% in FY10 is sustainable.

GKN's liquidity situation has improved significantly.  After the
July 2009 GBP423 million rights issue, the cash balance remained
at an elevated level of GBP442 million at fiscal year end 2010.
The company benefits from committed but undrawn credit facilities
of GBP348 million maturing over 2011-2019.  The average working
capital margin declined to 6.8% in FY10 from 11.5% in FY08 which
contributed to an improved free cash flow to revenues margin of
2.8% in FY10, after several years of FCF neutral results.

GKN has two bonds outstanding amounting to GBP526 million.  GKN
has the capacity to repay one bond with GBP176 million outstanding
at maturity in FY12 from its cash balance, while the second bond
matures in FY19.  As at FYE10, total long-term and short-term debt
was GBP593 million, down from GBP636 million at FYE09.  The
reported net debt had reduced to GBP151 million at FYE10 from
GBP300 million at FYE09.  EBITDA-based gross adjusted leverage had
reduced to 1.6x at FYE10 from 3.2x at FYE08, while net adjusted
leverage reduced to 0.9x at FYE10 from 2.9x at FY08.  Fitch
believes that GKN's net leverage will be sustained at this level.

GKN's bank covenant stipulates an EBITDA to finance cost ratio of
3.5x.  In FY10, there was ample headroom with a 13.0x coverage.
Funds from operations interest coverage and FFO fixed charge
coverage returned to pre-crisis levels of 8.1x and 4.3x,
respectively, in FY10 and Fitch expects that these levels will
grow further.  At 2.5x, FFO adjusted leverage in FY10 reduced to a
level in line with pre-crisis levels after a peak of 5.3x in FY09,
while FFO net adjusted leverage of 1.4x in FY10 was better than
pre-crisis levels and is expected to reduce to 1.2x in future

Positive rating action may occur given a sustained EBITDAR margin
of 12% or better, neutral FCF generation across the cycle, FFO
based lease adjusted net leverage sustained at 1.5x or below and
cash flow from operations to sales of 8.5% or better.  Negative
pressures may result from FFO based lease adjusted gross leverage
increasing above 2.5x, signs of margin erosion, negative FCF and
significant increase in leverage.

KEMBLE WATER: Fitch Assigns 'BB-' Issuer Default Rating
Fitch Ratings has assigned Kemble Water Finance Limited an Issuer
Default Rating of 'BB-' with a Stable Outlook and a senior secured
rating of 'BB(exp)'.  The agency has also assigned Thames Water
(Kemble) Finance PLC's prospective bond issue, which is guaranteed
by Kemble Water, a senior secured rating of 'BB(exp)'.  The final
senior secured rating will be contingent on the receipt of
documents conforming to the information already received by Fitch.

Kemble Water is a holding company of Thames Water Utilities
Limited (Thames Water), the regulated monopoly provider for water
and wastewater services in London and surrounding areas.

The ratings reflect the regulatory environment in which Thames
Water operates, its comfortable second quartile position in the
water industry in terms of operational and regulatory performance,
the subordinated nature of financial obligations at holding
company level, as well as the protection included in the
documentation through covenants and security.  Kemble Water will
raise bank debt and TWKF, its financing vehicle, will issue bonds
on behalf of, and guaranteed by, Kemble Water.

The bond documentation provides Kemble Water with scope to
increase consolidated leverage in terms of net debt/regulatory
asset value up to 92.5% (dividend lock-up level).  Covenants will
ensure that the group's business risk does not materially change
through a limitation on acquisitions and the requirement to retain
ownership of Thames Water.  Additionally, Kemble Water provides
security over substantially all its assets, including ownership of
the corporate group above Thames Water.

Fitch expects Kemble Water to maintain gearing slightly above 90%
pension-adjusted net debt/RAV and dividend cover of above 2x (both
calculations under Fitch's methodology).  These forecast metrics
are commensurate with Kemble Water's 'BB-' IDR.  The expected
senior secured ratings benefit from a one-notch uplift for above-
average recovery prospects in case of a default, in line with
Fitch's approach to rating debt instruments issued by regulated
utilities (operating and holding companies).

The rated bonds represent holding company debt, which is
structurally and contractually subordinated to debt at operating
company level.  This risk is partially mitigated by the stable
cash flow characteristics of Thames Water and covenants included
in the TWKF bond documentation.  However, such features cannot
fully mitigate the level of subordination that is embedded into
the financing structure.  This is reflected in the rating.

Kemble Water has access to a committed GBP75m revolving credit
facility that can be used to bridge short-term liquidity needs.
However, if Thames Water faced restrictions on paying dividends,
Kemble Water's management would have to decide whether it is
appropriate to draw down this facility.

OFFICERS CLUB: In Administration; 46 Stores Sold to Blue Inc.
James Hall at The Telegraph reports that Officers Club collapsed
into administration on Tuesday after a period of difficult trading
and increasing raw material prices.

According to The Telegraph, the company, which has 102 stores and
employs 900 people, was said to be having trouble meeting its
quarterly rent bill which was due this week.  The company
appointed Grant Thornton as administrator, The Telegraph relates.

As soon as the accountancy firm was appointed, 46 Officers Club
stores were immediately sold to Blue Inc., a fast-growing fashion
chain, The Telegraph discloses.  The partial pre-pack deal --
under which a company is placed into administration only for store
to be immediately bought out -- is thought to have cost Blue
GBP5 million, The Telegraph states.

The remaining 56 Officers Club shops and its warehouse in
Newcastle have been closed down, The Telegraph notes.

It is the second time that Officers Club has been in
administration in the past two years, The Telegraph recounts.

Officers Club is a clothing chain based in the United Kingdom.

REC PLANTATION: Fitch Affirms Rating on Class E Notes at 'CCC'
Fitch Ratings has affirmed REC Plantation Place Limited's senior
floating-rate notes:

  -- GBP285.4m Class A (XS0262650889) affirmed at 'AAA'; Outlook

  -- GBP39.5m Class B (XS0262650962) affirmed at 'AA-'; Outlook

  -- GBP44.4m Class C (XS0262651002) affirmed at 'BBB-'; Outlook

  -- GBP39.5m Class D (XS0262651184) affirmed at 'B-'; Outlook

  -- GBP14.8m Class E (XS0262651341) affirmed at 'CCC'; Recovery
     Rating 'RR4'

The affirmation reflects the offsetting effects of reduced note
leverage, and ongoing uncertainty regarding loan resolution.
Following successive quarterly value declines since closing in
August 2006, the underlying property (Plantation Place, a Grade A
office building in the City of London) has been rising in value
since December 2009.  The latest valuation in December 2010 stood
at GBP456.5 million, representing a 28% increase from its lowest
point in July 2009.  Despite reducing, the loan-to-value ratios
remain above their covenanted levels.  From a year ago the LTV has
improved to 89.3% from 102.5% on the securitized A-note and to
94.7% from 108.7% on the whole loan, with both ratios are still in
excess of the covenant ratios of 77.7% and 82.1%, respectively.
Income has remained stable since closing reflecting the stability
conferred by a weighted average unexpired lease term to break of
14.9 years, and a weighted average tenant rating of 'A'.

Since it defaulted due to the LTV covenant breach, the loan has
been in deadlock.  In December 2010, in a bid to secure a waiver
of the loan event of default, the borrower made a proposal which
included undertaking to conduct a sale of the asset subject to
certain conditions, which were designed to prepay all the debt
prior to the loan maturity in October 2012.  This proposal was
rejected by the issuer because it failed to secure sufficient
noteholder backing.

SOUTHERN CROSS: Unions Seek Talks with Gov't Over Financial Woes
Jez Davison at Evening Gazette reports that unions are seeking
crisis talks with the government over financial problems at
Southern Cross.

Southern's financial woes have been caused by rising rent costs
and reduced fee income from local authorities and doomed primary
care trusts -- key customers which generate the bulk of its
revenues, according to Evening Gazette.  The company, Evening
Gazette says, is trying to ease the pressure by negotiating a cut
in rents with landlords.

The GMB union has asserted that landlords are overcharging
Southern by GBP100 million a year, Evening Gazette discloses.  The
organization wants the government to intervene amid fears that
thousands of elderly residents could be made homeless if Southern
goes under, Evening Gazette states.

"We are seeking urgent talks with Government on the severe
financial problems at Southern Cross," Evening Gazette quotes
Suzanne Reid, GMB organizer, as saying.  "We want to ask what
exactly the contingency plans are if Southern Cross and the
Government fail to cut the rents and the company has to go into

"It's about landlords being reasonable.

"The information that we've been given is that the charges are
exceptionally excessive.

"The Government needs to put pressure on the landlords to get the
costs down."

On March 28, 2011, the Troubled Company Reporter-Europe, citing
Evening Gazette, reported that Southern Cross appointed Tim Bolot,
a veteran of Accenture and US turnaround group Alvarez & Marsal,
to oversee the company's restructuring as it tries to balance the
high rent it pays for its homes with the diminishing revenue it
gets from local authorities.

                         Covenant Breach

As reported by the Troubled Company Reporter-Europe on March 17,
2011, Southern Cross, as cited by the Financial Times, said the
company was seeking to renegotiate the rent paid to its landlords
and admitted cuts by local authorities in the amounts paid for
elderly care would force a breach in its banking covenants.  The
company also appointed KPMG to advise on restructuring options
after suffering a further decline in its trading outlook, the FT
disclosed.  The FT related that the company, led by chief
executive Jamie Buchan, said KPMG would "advise it both in
pursuing the necessary dialogue with lenders and in accelerating
negotiations with landlords."  In its statement Southern Cross
also confirmed that it was no longer in takeover talks, after
judging that several preliminary approaches in the past few months
had no prospect of resulting in a meaningful offer, the FT noted.

Southern Cross Healthcare provides residential and nursing care to
more than 31,000 residents cared for by 45,000 staff in 750
locations.  Its also operates homes that specialize in treating
people with dementia, mental health problems and learning

THAMES WATER: Moody's Assigns 'B1' Rating to Proposed Notes
Moody's Investors Service has assigned a provisional (P)B1 rating
to the proposed GBP[400] million, [5]-year notes, to be issued
under the GBP1.0 billion Guaranteed Secured Medium Term Note
Programme of Thames Water (Kemble) Finance PLC (as the "Issuer"),
a financing subsidiary of Kemble Water Finance Limited.  The
outlook assigned to the rating is stable.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinion regarding the transaction only.  Upon a conclusive review
of the final documentation, Moody's will endeavor to assign
definitive ratings to the Notes to be issued under the program
(the "Kemble Programme").  A definitive rating may differ from a
provisional rating.

                        Ratings Rationale

The rating of the Notes reflects (i) the low business risk profile
of Kemble's principal subsidiary, Thames Water Utilities Limited
(Baa1 Corporate Family Rating, stable outlook), as the monopoly
provider of water and wastewater services in its area; (ii) the
stable and transparent regulatory framework for the water sector
in England and Wales; (iii) the high level of gearing at TWUL and
other debt in the group including the Notes; (iv) the terms of the
ring-fenced, highly-leveraged, financing structure previously
executed by TWUL (as the "TWUL Programme"); (v) the large capital
investment program planned by TWUL for the current regulatory
period; and (vi) the terms of the Kemble Programme including a
cash trapping provision.

The consolidated credit quality of the Kemble group is considered
to be consistent with a rating at the bottom of the Baa range.
The rating of the Notes is a function of (i) the overall credit
quality of the group and (ii) the deeply subordinated position of
the instrument and high expected loss given default.  The capital
investment program, expected to increase TWUL's Regulatory Capital
Value by around 29% in real terms over the five-year regulatory
period ending in March 2015, will require significant equity
retention and so limit the operating company's ability to pay
dividends.  This is a credit negative for lenders to the Issuer,
which will be reliant on such dividend payments to enable it to
service its debts.  With regard to expected loss, Moody's note
that lenders to TWUL have security over the shares in the water
company and, if this were enforced, then the security provided to
the holders of the Notes may have little or no value.

The Corporate Family Rating assigned to TWUL consolidates the
legal and financial obligations of TWUL, Thames Water Utilities
Finance Limited, Thames Water Utilities Cayman Finance Limited,
Thames Water Utilities Cayman Finance Holdings Limited and Thames
Water Utilities Holdings Limited, TWUL's immediate holding
company, which together constitute the ring-fenced Thames Water
Utilities Financing Group under the TWUL Programme.  It also
factors in the terms and structural enhancements within the TWUL
Programme including the financial and other covenants, liquidity
and reserve facilities to enable TWUL to meet its operating and
debt service costs in a downside scenario, standstill provisions
to reduce the risk of special administration and security over the
shares in TWUL.  There is also a distribution lock-up which would,
if tripped, prevent the payment of dividends by TWUL and, whilst
this would benefit creditors at TWUL, it would also deprive the
Issuer of income that would ordinarily be used to meet its debt
service obligations.

The proceeds of the Notes, together with GBP[350] million of new
bank borrowings, will be used to re-finance existing bank
facilities at Kemble.  These facilities were originally put in
place in 2006 to fund the acquisition of TWUL by a consortium led
by Macquarie's European Infrastructure Funds.

The structure of the Kemble Programme ring fences Kemble's credit
quality from companies above it in the wider Thames Water group
although Moody's note that other activities are limited.  The
terms do not, however, achieve any ratings uplift for creditor
protections.  Whilst, for example, it is the intention to maintain
cash and facilities sufficient to cover 12 months debt service at
the Issuer, there is no requirement to do so.

The stable outlook reflects Moody's view that the proposed
transaction is reasonably resilient to downside sensitivities.
Given the high leverage at TWUL, the additional debt at the Issuer
and Moody's expectation that there will be only limited de-
leveraging over the life of the Notes, there will be little
potential for an upgrade.  The rating could come under downward
pressure in the event of (i) serious underperformance in operating
or capital expenditure at TWUL; (ii) adverse macro-economic
developments including deflation; (iii) negative funding
conditions; or (iv) adverse changes in the regulatory framework or
structure of the water sector in England and Wales.

Kemble, headquartered in Reading, is an intermediate holding
company for Thames Water Utilities Limited, the largest of the ten
water and sewerage companies in England and Wales by both
Regulatory Capital Value and number of customers served.

WINNIE CARE: In Administration; PKF Seeks Buyers for Care Homes
Insider Media Ltd. reports that The Winnie Care Group has been put
into administration.

Eaton Court in Grimsby is one of the company's eight sites to be
put up for sale, Insider Media says.

Insider Media relates that PKF Accountants & Business Advisers has
been appointed administrators and is in talks with prospective
buyers, having appointed specialist care home management companies
Leyton Healthcare Group and Althea Healthcare (Management) Limited
(Althea) to operate the homes while a buyer is found.

The Winnie Care Group, which is based in Cheshire, owns several
care homes primarily located in the North East.  The group employs
more than 250 people.


* Upcoming Meetings, Conferences and Seminars

Mar. 31-Apr. 3, 2011
   Annual Spring Meeting
      Gaylord National Resort & Convention Center,
      National Harbor, Md.
         Contact: 1-703-739-0800;

April 27-29, 2011
   TMA Spring Conference
      JW Marriott, Chicago, IL

May 5, 2011
   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;

May 6, 2011
   New York City Bankruptcy Conference
      Hilton New York, New York, N.Y.
         Contact: 1-703-739-0800;

June 6, 2011
   Canadian-American Cross-Border Insolvency Symposium
      Fairmont Royal York, Toronto, Ont.
         Contact: 1-703-739-0800;

June 9-12, 2011
   Central States Bankruptcy Workshop
      Grand Traverse Resort and Spa, Traverse City, Mich.

July 21-24, 2011
   Northeast Bankruptcy Conference
      Hyatt Regency Newport, Newport, R.I.
         Contact: 1-703-739-0800;

July 27-30, 2011
   Southeast Bankruptcy Workshop
      The Sanctuary at Kiawah Island, Kiawah Island, S.C.
         Contact: 1-703-739-0800;

Aug. 4-6, 2011
   Mid-Atlantic Bankruptcy Workshop
      Hotel Hershey, Hershey, Pa.
         Contact: 1-703-739-0800;

Oct. 14, 2011
   NCBJ/ABI Educational Program
      Tampa Convention Center, Tampa, Fla.
         Contact: 1-703-739-0800;

Oct. __, 2011
   International Insolvency Symposium
      Dublin, Ireland
         Contact: 1-703-739-0800;

Oct. 25-27, 2011
   Hilton San Diego Bayfront, San Diego, CA

Dec. 1-3, 2011
   23rd Annual Winter Leadership Conference
      La Quinta Resort & Spa, La Quinta, Calif.
         Contact: 1-703-739-0800;

April 3-5, 2012
   TMA Spring Conference
      Grand Hyatt Atlanta, Atlanta, Ga.

Apr. 19-22, 2012
   Annual Spring Meeting
      Gaylord National Resort & Convention Center,
      National Harbor, Md.
         Contact: 1-703-739-0800;

July 14-17, 2012
   Southeast Bankruptcy Workshop
      The Ritz-Carlton Amelia Island, Amelia Island, Fla.
         Contact: 1-703-739-0800;

Aug. 2-4, 2012
   Mid-Atlantic Bankruptcy Workshop
      Hyatt Regency Chesapeake Bay, Cambridge, Md.
         Contact: 1-703-739-0800;

November 1-3, 2012
   TMA Annual Convention
      Westin Copley Place, Boston, Mass.

Nov. 29 - Dec. 2, 2012
   Winter Leadership Conference
      JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
         Contact: 1-703-739-0800;

April 10-12, 2013
   TMA Spring Conference
      JW Marriott Chicago, Chicago, Ill.

October 3-5, 2013
   TMA Annual Convention
      Marriott Wardman Park, Washington, D.C.


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

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  Go to 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,

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

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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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.

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