TCREUR_Public/110506.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

              Friday, May 6, 2011, Vol. 12, No. 89



TECHNICOLOR SA: Moody's Upgrades Corporate Family Rating to 'B3'
VALEO SA: Moody's Upgrades Long-Term Issuer Rating to 'Baa3'


ELSTER GROUP: S&P Assigns 'BB-' Corporate Credit Rating
HECKLER & KOCH: S&P Puts 'CCC-' Credit Rating on Watch Positive
HONSEL AG: Martinrea Wins Bid to Acquire Firm for EUR107 Million
SAPPI PAPIER: Moody's Assigns 'Ba2' Rating to Senior Secured Notes


ALLIED IRISH: High Court Agrees to Speed Up Debt Buyback Dispute
MAXWELL MOTORS: Goes Into Receivership, Assets Up For Sale
MCINERNEY GROUP: Supreme Court Appeal on Survival Plan Begins
QUINN GROUP: Workers Seek Assurance From Anglo to Keep Jobs


CASSA DI RISPARMIO: Moody's Puts 'D' Bank Rating on Review


CYFROWY POLSAT: Moody's Assigns 'Ba3' Corporate Family Rating
CYFROWY POLSAT: S&P Assigns 'BB-' LT Corporate Credit Rating


BANCO PORTUGUES: To Be Sold Without Minimum Price, Lusa Says


TERRITORIAL GENERATION: Fitch Cuts Issuer Default Rating to 'CCC'


PROIRIS AVIATION: Moody's Affirms 'B1' Corporate Family Rating

U N I T E D   K I N G D O M

ASSETCO PLC: Former Legal Advisers Withdraw Winding-Up Petition
BRABY: 20 Additional Employees Made Redundant
DIRECT SHAREDEAL: Advisers in Firing Line Following Administration
FOCUS DIY: Intends to Go to Administration
POWERFUEL MINING: Entero Acquires Hatfield Colliery

TOREX RETAIL: SFO Charges 3 Former Executives With Fraud Offences
VON ESSEN: Georgian Hunstrete House Goes Into Liquidation
* UK: 60 Retailers Fell Into Administration in First Quarter
* UK: Sees 31% Drop on Agencies Going Into Administration


* EUROPE: Decision to Rule Out Debt Restructurings a Mistake
* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors



TECHNICOLOR SA: Moody's Upgrades Corporate Family Rating to 'B3'
Moody's Investors Service upgraded the corporate family rating and
the probability of default rating for Technicolor to B3 from Caa1.
The rating outlook remains stable.

   -- Probability of Default Rating, Upgraded to B3 from Caa1

   -- Corporate Family Rating, Upgraded to B3 from Caa1


The rating action was triggered by a material reduction in net
debt by EUR283 million to EUR993 million (before Moody's
adjustments) during the second half of 2010 and by the continued
positive trend in the company's headline seen during that period
by the company's recent release of sales figures for the first
three months of 2011.

The B3 rating balances (i) the completion of the financial
restructuring, (ii) a substantial debt reduction by EUR1.7 billion
year-over-year to EUR2.1 billion adjusted debt supporting a
leverage reduction to 5.3x Debt/EBITDA down from 7.4x in 2009,
(iii) improving headroom under the company's financial covenants
and (iv) a business profile that is expected to stabilize further
on the back of new orders as well as reliable royalties from the
technology portfolio with (v) the continuing strong reliance of
the group on a steady stream of licensing income from its
Technology division for profitability and cash flow, (vi) still
challenging operating performance with strong seasonal swings and
therefore low visibility, and (vii) the risk of additional
measures of portfolio optimization to place the cash flow
contributions of the segments into better balance.

Supported by proceeds from the sale of non core activities,
positive free cash flow from continuing operations, f/x-effects
and the redemption of the Disposal Proceeds Notes by EUR52.3
million in cash and EUR212.75 million in shares, Technicolor was
able to reduce its reported net debt by EUR283 million during H2
/2010.  Taking additionally into consideration the debt
restructuring effected in H1, the company's net debt position (as
adjusted by Moody's) decreased significantly by a total of
EUR1,445 million to EUR1,811 million during 2010.

Technicolor has undertaken a series of restructuring measures
resulting in a number of one-time items and ongoing changes in the
segment reporting largely inhibiting the analysis of long-term
historic trends.  Extraordinary items continued to impact reported
profitability even in 2010, when the company had inter alia to
account a EUR183 million impairment charge and a EUR381 million
gain from debt restructuring -- both of which Moody's has treated
as non-recurring -- and another EUR41 million restructuring
charges (which Moody's did not adjust).  The decline in the
company's EBIT to EUR148 million (2009: EUR253 million) is
impacted by other extraordinary items.  Moody's decision to
upgrade the rating to B3 incorporates the expectation that the
company will be able to reduce its leverage during 2011 below 4x
Debt/EBITDA absent such charges.

In its decision the rating agency has taken comfort from
Technicolor's quarterly sales figures indicating that the company
has seen the trough in Q2 2010.  Since then its headline has been
growing continuously.  Most notable is a 24.6% growth (Q1 2011 LTM
vs. Q1 2010 LTM) in the high margin Technology segment reflecting
the growing demand for consumer electronics followed by 14.3%
higher revenues in Entertainment Services positively affected by a
major contract win.  Despite strong growth in shipments of digital
home products the Digital Delivery segment showed a small 2.9%
revenue growth, only, due to an unfavorable mix effect.  In 2010,
the Digital Delivery business incurred a EUR20 million adjusted
EBIT loss and Entertainment Services a modest 2.5% EBIT margin (as
adjusted by Technicolor).

The ratings are currently constrained by Moody's concern that
ongoing extraordinary effects may continue to impact the credit
quality of Technicolor and by the low visibility resulting to some
extent from the high seasonality of the business.  The stable
outlook balances this with management's aspiration to continue to
gain new business like the win of the Warner Bros. contract, a
year ago.  Moody's expects the company to improve its cash flow
generation gradually with the organic growth of the business and
the phase out of restructuring measures and, once the cash
outflows for discontinued operations have come to an end, while at
the same time moderately reducing outstanding financial debt.

Moody's would consider upgrading the ratings, if Technicolor were
able to (i) reduce the reliance on Technology by strengthening the
contributions of its activities in Entertainment Services and
Digital Delivery resulting in a more balanced income and cash flow
profile and (ii) further increase the headroom under its financial
covenants by meeting the expectations expressed above, mirrored in
improving interest coverage well above 1.5x EBIT/Interest expense
(12/2010 actual: 0.7x) and a positive free cash flow generation
(EUR-51 million) while at the same time reducing leverage well
below 4.0x Debt/EBITDA (5.3x), all on a sustainable basis.

Negative rating pressure could result from Technicolor's failure
to deliver on Moody's expectation of a successful restructuring,
reflected for instance by a continuing negative free cash flow,
leverage staying above 4.5x Debt/EBITDA or interest coverage not
improving to a level well above 1x EBIT/Interest expense,
resulting in tightening headroom under its financial covenants.

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

Headquartered in Issy-les-Moulineaux, France, Technicolor is a
leading provider of solutions for the creation, management,
delivery and access of video for the Communication, Media &
Entertainment industries operating in three business segments:
Technicolor's Entertainment Services division offers its content
creator and distributor customer base services related to the
creation, preparation and distribution of video content.  The
Digital Delivery division (formerly Technicolor Connect) supplies
satellite, cable and telecom operators with access and home
networking devices and software platforms.  Technicolor conducts
extensive research activities to innovate and to support solutions
to its key customer industries.  The Technology division combines
Technicolor's research and exploitation of its patent portfolio
through licensing programs.  Group revenues from continuing
activities during 2010 amounted to EUR3.6 billion.

VALEO SA: Moody's Upgrades Long-Term Issuer Rating to 'Baa3'
Moody's Investors Service has upgraded Valeo S.A. by one notch to
Baa3 from Ba1 and has converted its corporate family rating (CFR)
into a long-term issuer rating in line with Moody's policy for
issuers that have moved from speculative grade to investment
grade.  In addition, Moody's has upgraded the ratings on Valeo's
EUR600 million senior notes due in 2013 to Baa3 from Ba1 and the
ratings on the EUR 2,000 million EMTN program (to (P)Baa3 from
(P)Ba1 for unsubordinated notes and to (P)Ba1 from (P)Ba2 for
subordinated notes).  Furthermore, the rating agency has upgraded
Valeo's short-term issuer rating to Prime-3 from Not-Prime.  The
outlook on the ratings is stable.


"The upgrade to Baa3 reflects the recovery of Valeo's
profitability and credit metrics which deteriorated significantly
during the severe downturn in the automotive industry in 2009.
Leverage ratios for fiscal year 2010 are indeed better than the
group's historical ratios," says Rainer Neidnig, a Moody's
Assistant Vice President and lead analyst for Valeo.  "Although we
expect the environment to remain challenging we believe Valeo will
be able to sustain credit metrics at current levels, hence the
stable outlook" adds Mr. Neidnig.

In 2010, the group's sales increased by 28% compared with the
previous year, to EUR9.6 billion.  On a Moody's adjusted basis,
Valeo's EBIT-margin improved to 6.3% which compares with 1.0% in
2009 and -0.7% during 2008.  Debt/EBITDA stood at 2.5x.  However,
in this context, Moody's notes this ratio does not account for an
unusual high amount of cash held on balance sheet in order to
address a debt maturity of EUR 463 million in January 2011.
Normalized for this effect Debt/EBITDA would have been at 2.1x.
Free Cash Flow was positive with EUR 461 million which allowed to
reduce net debt as adjusted by Moody's to EUR 1.3 billion.

In Moody's view, the earnings recovery that started in H2 2009 was
certainly driven by the recovery of demand for new cars, primarily
in Europe, which allowed revenues to approach the pre-crisis
levels of 2007.  However, Moody's is of the opinion that the
measures implemented by management over recent years helped to
optimize the group's operating footprint, make it more efficient
and streamline its cost base.

Against this backdrop, Moody's expects Valeo will be able to
maintain leverage ratios close at 2.5x or lower on a sustainable
basis despite a continued margin pressure.  In our view, Moody's
says, the main risks are associated with the inherent cyclicality
of the automotive industry and Valeo's exposure to potentially
volatile costs for raw materials, including steel, aluminum,
copper and plastics, which needs to be managed accordingly.
Moreover, competition in the entire automotive supply industry
remains intense and OEM customers continue to exert significant
price pressure on their suppliers.  This requires the continuous
optimization of efficiency, processes and costs.  Lastly, Valeo
will need to continue making significant investments in research
and development in order to offer innovative product solutions,
Moody's states.

Moody's sees these challenges mitigated by measures implemented
over recent years.  In particular, the company has established a
raw material management which, according to company data, allows
the group to pass on approximately 65% of increased costs for raw
materials with an average lag of 6 months.  Moody's further
believe that Valeo will be able to compensate price pressure at
least to a certain extent through improvements of its own
purchasing activities and a tight management of its cost base.  In
addition, the ratings are based on largely flat car production
volumes in Valeo's European home market, a further modest recovery
in North America and modest growth in emerging markets.

With view to the situation in Japan, Moody's understands that
Valeo has only limited direct exposure.  However, disruptions in
the global automotive supply chain caused by shortages of parts
produced in Japan have caused temporary reductions in the
production volumes of some OEM customers.  It is difficult to
estimate the impact on Valeo at this stage, but Moody's believes
that the earnings impact will only be temporary and limited in
scope as Japanese suppliers will either resume the supply of
missing parts or OEMs will source the respective parts elsewhere.
In light of Valeo's solid 2010 financial results, Moody's is of
the opinion that credit metrics could withstand a potential
temporary weakening caused by this extraordinary effect within the
Baa3 rating category.

More broadly speaking, Valeo's rating is supported by the group's
solid business profile.  Given its revenues of EUR9.6 billion in
2010, Valeo ranks among the largest European automotive suppliers.
The company's product range is broadly diversified and Valeo holds
leading positions in the relevant market segments.  The rating
also considers positively Valeo's global presence, which not only
allows the company to supply OEM customers around the globe -- a
key competitive advantage -- but also to take advantage of growth
opportunities in the emerging markets of Asia and South America.
The rating reflects our expectation of a continued financial
policy at Valeo and a conservative approach towards potential M&A

In order to remain adequately positioned at Baa3, Valeo would need
to maintain: (i) positive FCF generation; (ii) a debt/EBITDA
around 2.5x through the cycle; and (iii) an EBIT-margin of close
to 5%.

Moody's would consider downgrading Valeo if (i) the group's
profitability were to come under pressure, resulting in EBIT-
margin falling again sustainably below 5% or material negative
FCF; and (ii) its debt/EBITDA ratio were to approach 3.0x.

Moody's would consider upgrading Valeo's ratings if the company
were to maintain on a sustainable basis (i) an EBIT margin close
to 7%; (ii) a debt/EBITDA ratio below 2.0x and Moreover, an
upgrade would require Valeo to achieve further positive FCF
generation and an RCF/net debt ratio above 30% on a sustainable
basis. Maintaining a continued balanced financial policy would be
a prerequisite for an upgrade.


   Issuer: Valeo S.A.

   -- Commercial Paper, Upgraded to P-3 from NP

   -- Multiple Seniority Medium-Term Note Program, Upgraded to
      (P)Baa3, (P)Ba1 from (P)Ba1, (P)Ba2

   -- Multiple Seniority Medium-Term Note Program, Upgraded to
      (P)Baa3, (P)Ba1 from (P)Ba1, (P)Ba2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
      from Ba1


   Issuer: Valeo S.A.

   -- Issuer Rating, Reinstated to Baa3

Outlook Actions:

   Issuer: Valeo S.A.

   -- Outlook, Changed To Stable From Positive


   Issuer: Valeo S.A.

   -- Probability of Default Rating, Withdrawn, previously rated

   -- Corporate Family Rating, Withdrawn, previously rated Ba1

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated LGD4, 51%

The principal methodology used in this rating was Global
Automotive Supplier Industry published in January 2009.

Headquartered in Paris, Valeo S.A. is one of the leading global
suppliers of automotive components. In 2010, Valeo generated
revenues of EUR9.6 billion. The company has a workforce of
approximately 58,000 employees and is present in 27 countries.
Valeo is organised in four business groups: (i) Comfort and
Driving Assistance Systems; (ii) Powertrain Systems; (iii) Thermal
Systems; and (iv) Visibility Systems. The company's product range
comprises clutches, switching and driver interface modules,
sensors, locks, air-conditioning systems and modules, heating and
cooling products, filters, windshield wipers and lighting systems.
Valeo's total aftermarket sales account for approximately 20% of
its revenues.

Valeo's shares are publicly listed.  The largest shareholder is
Caisse des depots et consignations, directly (3.08% of share
capital and 5.56% of voting rights) and indirectly through Fonds
Strat‚gique d'Investissement (5.91% of share capital and 5.74% of
voting rights). No other single shareholder holds materially above


ELSTER GROUP: S&P Assigns 'BB-' Corporate Credit Rating
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Germany-based Elster Group SE.

"At the same time, we assigned our 'BB-' issue-level rating (the
same as the corporate credit rating) to Elster Finance B.V.'s (not
rated) EUR250 million senior unsecured notes due 2018.  The
recovery rating is '3', indicating our expectation of a meaningful
(50%-70%) recovery for noteholders in a payment default scenario.
The outlook is stable," S&P stated.

"The ratings on Elster reflect its fair business risk profile and
its aggressive financial risk profile, as well as its position as
one of the world's largest providers of gas, electricity, and
water meters, and related communications, networking, and software
solutions," said Standard & Poor's credit analyst Robyn Shapiro.
"The company's products and services are used to measure gas,
electricity, and water consumption, and also enable energy
efficiency and conservation.  Elster sells its products and
services to utilities, distributors, and industrial customers for
use in residential, commercial, and industrial settings.  Elster
holds leading (No. 1 or 2) positions across all segments in which
it operates and has the potential to gain market share from
smaller competitors in the market by taking advantage of the move
towards automated meter reading. Roughly 8% of the 2.7 billion
electric, gas, and water meters worldwide are automated, so there
is additional room for growth in advanced metering reading (AMR)
and advanced metering infrastructure (AMI) technologies. Europe
accounted for 45% of 2010 sales, North America 32%, and the rest
of the world 23%."

The outlook is stable.  "We could lower the ratings if the company
pursues a more-aggressive financial policy, or if market
conditions become unfavorable causing credit measures to
deteriorate," Ms. Shapiro continued, "for instance, if we thought
FFO to adjusted debt would decline to less than 15% and
near-term improvement was unlikely.  We could raise the ratings if
we expect improved operating performance to result in FFO to total
adjusted debt of 20% or more for an extended period, and we see
further indications that majority owner CVC is more likely to
substantially reduce its investment in Elster and the company
demonstrates financial policies commensurate with a significant
financial risk profile."

HECKLER & KOCH: S&P Puts 'CCC-' Credit Rating on Watch Positive
Standard & Poor's Ratings Services placed its 'CCC-' long-term
corporate credit rating on Germany-based defense contractor
Heckler & Koch GmbH (HK) on CreditWatch with positive

At the same time, the 'CCC-' issue rating on the company's
existing EUR120 million 9.25% senior secured notes was also placed
on CreditWatch positive.  "The recovery rating on this instrument
remains unchanged at '4', indicating our expectation of average
(30%-50%) recovery prospects in the event of a payment default,"
S&P stated.

"We assigned a 'CCC+' issue rating and a recovery rating of '4' to
the proposed EUR290 million senior secured notes.  We expect
recovery prospects to be at the low end of the 30%-50% range.  The
ratings reflect our expectation that, upon successful issuance of
the proposed notes, the underlying corporate credit rating on the
company will be raised to 'CCC+'," S&P noted.

The CreditWatch placements follow HK's announcement to issue
EUR290 million in high-yield bonds.  "We understand that this
issue will be used to refinance both its existing EUR120 million
bonds that mature in July 2011 and the EUR170 million payment-in-
kind (PIK) notes (nominal value EUR100 million) issued by HK's
indirect parent, Heckler & Koch Beteiligungs GmbH (HKB; not
rated).  In addition, HK will use about EUR15 million of its cash
balance toward the transaction," according to S&P.

"In our view, the successful completion of the proposed
transaction will remove the significant refinancing risk facing HK
and improve its debt maturity profile.  We therefore anticipate
raising the ratings on HK to 'CCC+' from 'CCC-' on completion of
the transaction," S&P noted.

"Subsequent to the proposed transaction, we expect HK's rating to
be driven largely by its highly leveraged financial risk profile.
This takes into account HK's weak credit measures, very aggressive
financial policy, and limited financial flexibility to meet any
potential severe operating challenges," S&P related.

"We aim to review the CreditWatch on completion of the proposed
refinancing.  If the transaction is successful, we would
anticipate raising our corporate credit rating on HK to 'CCC+' as
we still see risks surrounding HK's limited financial
flexibility," S&P added.

HONSEL AG: Martinrea Wins Bid to Acquire Firm for EUR107 Million
Brian Parkin at Bloomberg News, citing Financial Times
Deutschland, reports that Martinrea International Inc. won a bid
to buy Honsel AG, reported.

According to Bloomberg, FTD said Vaughan, Ontario-based Martinrea
made its bid with partner Anchorage Capital Partners Ltd.,
offering about EUR107 million (US$159 million) for the company, or
EUR7 million more than its closest rival.

Bloomberg relates that FTD said Martinrea will control Honsel's
operations and hold "somewhat more than" 50% of the company's

As reported by the Troubled Company Reporter-Europe on Oct. 29,
2010, Honsel, a 51% subsidiary of RHJ International, filed for
insolvency in Germany after it failed to reach agreement with all
stakeholders on a sustainable restructuring plan.  As part of a
restructuring in July 2009, RHJI invested EUR50 million into the
Honsel Group in exchange for a 51% stake in the group, with the
remaining 49% being held by Honsel's senior term lenders.  Despite
the equity support provided by RHJI in the midst of the economic
downturn and considerable efforts by Honsel's management to
address operating issues in manufacturing in conjunction with new
product launches, Honsel's financial performance remained
under pressure and resulted in a liquidity shortfall.

Meschede, Germany-based Honsel AG manufactures cast aluminum,
magnesium and titanium alloy parts for cars, railway carriages and
aeroplanes.  The company also manufactures rolled light metal
products and distributes aluminium, magnesium and titanium metals.

SAPPI PAPIER: Moody's Assigns 'Ba2' Rating to Senior Secured Notes
Moody's Investors Service has assigned a definitive Ba2 (LGD 3,
37%) rating to the recently issued EUR250 million senior secured
notes maturing in 2018 and the US$350 million senior secured notes
due 2021.  Moody's also note that Sappi has successfully
negotiated an amendment to its existing revolving credit facility
(rated Ba2), including an increase in the amount to EUR350 million
(up from EUR209 million) and an extension of the maturity to 2016
(from 2012).


Moody's definitive ratings on these debt obligations confirm the
provisional ratings assigned on April 18, 2011.  The terms and
conditions of the new bonds issued by Sappi Papier Holding are in
line with what Moody's expected in its last rating action.  The
notes proceeds have been used to redeem remaining obligations
under the US$500 million bond, which was set to mature in June
2012, to repay parts of the OeKB term loan and bolster the group's
liquidity position.

Sappi's Ba3 Corporate Family Rating reflects the company's solid
business profile, underpinned by leading market positions in the
coated fine paper segment and a solid geographic diversification.
Sappi's credit profile also benefits from a track record of solid
profitability levels with relatively low earnings volatility,
supported by the full integration into pulp, which somewhat
reduces the company's exposure to input price volatility.  The
rating also considers the group's exposure to the highly cyclical
paper and forest products industry but also the challenges linked
to the structural decline in demand that the paper and forest
products industry faces.  The company's rating is particularly
constrained by the company's still elevated leverage (debt/EBITDA
4.2x per December 2010) and a relatively high interest cost
burden, but is based on our expectation of further gradual
improvements in operating profitability.

Upward rating pressure could emerge if Sappi is able to sustain
recent improvements in credit metrics over the coming quarters as
reflected in RCF/debt above 15% and EBITDA margins above 12% as
well as continued positive free cash flow generation.

The ratings could experience downward pressure in the event of:
(i) a weakening liquidity profile or (ii) inability to sustain
current credit metrics, reflected in EBITDA margins dropping to
the single digit percentages, RCF/Debt falling towards the single
digits, or EBITDA-Capex to interest expense below 1.0x, or (iii)
sizable debt funded acquisitions or significantly increased
dividend payouts.


   Issuer: PE Paper Escrow GmbH

   -- Senior Secured Regular Bond/Debentures, Upgraded to LGD3,
      37% from LGD3, 38%

   Issuer: Sappi Papier Holding GmbH

   -- Senior Secured Regular Bond/Debentures, Upgraded to LGD3,
      37% from LGD3, 38%


   Issuer: Sappi Papier Holding GmbH

   -- Senior Secured Regular Bond/Debentures, Assigned Ba2

The principal methodology used in rating Sappi Papier Holdings
GmbH was the Global Paper and Forest Products Industry
Methodology, published September 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Domiciled in Johannesburg, South Africa, and with group sales of
US$6.8 billion during the last twelve months ending December 2010,
Sappi Ltd. is among the leading global producers of coated fine
paper and chemical cellulose.


ALLIED IRISH: High Court Agrees to Speed Up Debt Buyback Dispute
Vivion Kilfeather at Irish Examiner reports that the High Court
has agreed to fast-track a legal challenge by two New York-based
investment firms to the government's plan to buy back debt from
subordinated bondholders in Allied Irish Bank at a significant

The court has fixed June 2 for the hearing of the case, which has
implications for the government's proposals to recapitalize Irish
banks, Irish Examiner discloses.

The firms are challenging a subordinated liability order (SLO)
obtained by Finance Minister Michael Noonan from the court last
month in what John Gordon, counsel for Aurelius Capital
Management, described as an effort to "beat" the subordinated
bondholders into divesting themselves of their bonds in AIB at a
"steep" discount, Irish Examiner says.

Aurelius and the second firm, Abadi & Co, initiated their
proceedings on April 20, days after the minister secured the SLO
in an effort to achieve some burden sharing by bondholders in
AIB's recapitalization, Irish Examiner recounts.

The SLO allows the minister to change terms, conditions and
maturity dates on certain bonds, Irish Examiner notes.

The cases were before the president of the High Court, Mr. Justice
Nicholas Kearns, on Wednesday for case management purposes, Irish
Examiner states.

Irish Examiner relates that Brian Murray, counsel for the
minister, said the matter was "critically urgent" as the disputed
order was critical to the recapitalization of AIB which the state
had agreed with the European Union and International Monetary Fund
to have completed by July 31.  It also affected plans to
recapitalize other banks and coupon payments of more than EUR100
million would be payable to bondholders by the end of next month
unless the minister could proceed as planned, according to Irish

                    About Allied Irish Banks

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.

MAXWELL MOTORS: Goes Into Receivership, Assets Up For Sale
Irish Times reports that Maxwell Motors has entered into
receivership, with Michael McAteer of accountancy firm Grant
Thornton as receiver and manager.

The business is now for sale as a going concern.

It is believed that the ending of the BMW agreement on July 2008,
coupled with mounting debt repayments linked to Maxwell Motors'
premises on Temple Road in Blackrock, Co Dublin, contributed to
the Company's financial difficulties, according to Irish Times.

Irish Times discloses that the most recent accounts for Maxwell
Motors Ltd show that sales dropped to EUR13.7 million in 2009,
down from just under EUR46 million during the previous 14-month
period.  The report relates that pre-tax losses at the dealership
narrowed to EUR914,000 during 2009, compared to losses of EUR2.4
million in the 14-month period to the end of 2008.

Ulster Bank and Lombard Ireland hold charges over the Temple Road
premises, as well as over property owned by Maxwell Motors Ltd at
the Dublin Crystal site on Brookfield Terrace in Blackrock,
according to the 2009 accounts, Irish Times notes.

Irish Times says that staff numbers have been declining at Maxwell
Motors over the past three years.  In 2007, the Company employed
65, though this number was halved following the termination of the
BMW franchise, the report recalls.

Maxwell Motors is one of Dublin's best-known car dealerships.

MCINERNEY GROUP: Supreme Court Appeal on Survival Plan Begins
Vivion Kilfeather at Irish Examiner reports that the Supreme Court
heard on Wednesday that three banks owed EUR113 million by
McInerney had adopted an approach of "simply running the business
into the ground," whereas an investor wanted to help regenerate
the property market and make a contribution to the Irish economy.

John Hennessy, counsel for McInerney, made the opening statements
on an appeal by the company against a High Court decision last
February to reject a rescue plan for the business, Irish Examiner

In February, Mr. Justice Frank Clarke ruled the rescue plan would
be prejudicial to Belgian bank KBC and he refused to confirm it,
Irish Examiner recounts.  KBC, Anglo Irish Bank, and Bank of
Ireland, who were owed EUR113 million in total, had opposed the
examinership from the start and sought to have a receiver
appointed, Irish Examiner discloses.

Mr. Justice Clarke made his final ruling in February after being
asked to reconsider an earlier judgment that the plan was also
prejudicial to all three banks, Irish Examiner notes.  The judge
was asked to consider new information that the EUR80 million due
to the two Irish banks out of the EUR113 million total was likely
to be transferred to the National Asset Management Agency (NAMA),
Irish Examiner states.

According to Irish Examiner, in his revised decision, the judge
said that even where a survival plan is unfairly prejudicial to
just one creditor, it is still unfairly prejudicial.

In the appeal before the Supreme Court on Wednesday, counsel for
McInerney, said they were arguing that Mr. Justice Clarke used the
wrong test in rejecting the survival scheme, that the judge did
not specify what test he was using in his first judgment, and that
it had to be inferred from that judgment what the test was.

They were saying, among other grounds, that Mr. Justice Clarke's
conclusions in the first judgment were wrong and that he was
incorrect in finding KBC, the only "non-NAMA bank" was unfairly
prejudiced in his last judgment, Irish Examiner states.

Mr. Hennessy, as cited by The Irish Times, said McInerney was a
100-year-old company with a proven track record in the building
business with a recognized brand name and employing 109 people.

Under a survival scheme put forward by a court-appointed examiner,
a private US equity fund, Oaktree Capital, proposed investing in
the company, including an offer of EUR25 million in full
settlement of the debt to the banks, Irish Examiner discloses.

The appeal, before a five-judge court, continues, Irish Examiner

                         About McInerney

McInerney Holdings plc -- is a
home builder and regional home builder in the North and Midlands
of England.  It also undertakes commercial and leisure projects in
Ireland, United Kingdom and Spain.  It operates in Ireland, the
United Kingdom and Spain.  The main trading activities of the
Company's Irish home building business during the year ended
December 31, 2008, consisted of construction of private houses,
trading in developed sites and land, development of residential
land for third-parties and in joint-ventures, and contracting for
third-parties.  The Company's commercial property development
division, Hillview Developments Ltd (Hillview), develops
industrial units in the Greater Dublin area.  Hillview completed
1,223 square meters of industrial units as of December 31, 2008.
Its Spanish division, Alanda Group, is developing freehold
apartment schemes.  As of December 31, 2008, the Company completed
1,359 private and contracting residential units in Ireland, the
United Kingdom and Spain.

QUINN GROUP: Workers Seek Assurance From Anglo to Keep Jobs
Jennifer Hough at Irish Examiner reports that an organization
representing the Cavan-Fermanagh-Leitrim border area has said
"injustices" are being forced upon people in the region where the
Quinn Group is based.

According to Irish Examiner, the organization met Anglo Irish Bank
chairman Alan Dukes to discuss the recent takeover of the Quinn
Group and the future for its workforce.

Irish Examiner relates that Padraig Donohue, a spokesman for the
organization, said they had not expected much from the meeting,
and that was exactly what they got back.

Mr. Donohue, as cited by Irish Examiner, said the six-member
delegation spent two hours with Mr. Dukes, with members putting
forward concerns over the removal of Sean Quinn and his board and
their belief that there is a middle management team more suited to
running the group than those brought in.

Irish Examiner notes that Mr. Donohue said the organization had
"major difficulties" accepting the validity of the commitment
given by Anglo, which he described as a "state-owned toxic bank, a
bank which posted a loss of EUR17.7 billion in 2010, the largest
loss in Irish corporate history."

The organization is seeking a written guarantee from Mr. Dukes
that the jobs of all the employees in the Quinn Group on both
sides of the border are fully guaranteed, Irish Examiner

As reported by the Troubled Company Reporter-Europe on April 21,
2011, The Irish Times said Anglo appointed Kieran Wallace of KPMG
as share receiver to Quinn Group.  The group owes EUR2.88 billion
to the bank, The Irish Times disclosed.  The debt to Anglo relates
mainly to the fact that Sean Quinn bought shares in 2008, shortly
before the financial crisis and the bank's subsequent collapse,
The Irish Times noted.  Under a five-year plan hammered out
between Anglo and a range of other creditors, mainly bondholders,
who are owed EUR1.28 billion, the bank will get a majority stake
in the group's manufacturing operations, while other creditors
will get a 25% share, The Irish Times stated.

Quinn Group ROI Ltd. controls its cement, building materials,
glass and other manufacturing businesses in Ireland and Britain
through its ownership of Quinn Group, an operating entity
registered in Northern Ireland.


CASSA DI RISPARMIO: Moody's Puts 'D' Bank Rating on Review
Moody's Investor Service has placed on review for possible
downgrade Cassa di Risparmio di Ferrara's (CR Ferrara) Baa3 and
Prime-3 long- and short-term deposit ratings and its D bank
financial strength rating (BFSR).


The rating action on the D BFSR, which maps to Ba2 on the long-
term scale, primarily reflects Moody's concerns regarding CR
Ferrara's asset quality, profitability and capital levels.  The
review will focus on these elements, as well as on the bank's

For 2010, the bank reported a consolidated loss of EUR58 million,
mainly due to high loan loss provisions, and a Tier 1 ratio of
5.11%.  Moody's notes that the bank is in the process of raising
capital of EUR150 million, which would increase the Tier 1 ratio
to around 8%.  Once concluded the foundation is expected to
maintain a slightly lower majority stake in CR Ferrara, compared
to its current 67% stake.  In 2010 the stock of problem loans
increased to 16.5% as a percentage of gross loans, and asset
quality is now significantly worse than expected and well below
what is typical in the Italian banking system.  Moody's said its
review would focus on the extent to which problems in the loan
portfolio have been fully recognized.  Further the review of the D
BFSR would examine to which extend -- in the context of a still
challenging operating environment -- expected profitability,
capital and current provisioning of the bank provide a sufficient
buffer against it's weak asset quality.

CR Ferrara's long-term rating of Baa3 currently incorporates a
two-notch uplift from the bank's baseline credit assessment of
Ba2.  In reviewing the bank's long-term ratings, Moody's said that
it will consider both the bank's intrinsic financial strength
rating and how this is being affected by the bank's current
difficulties, and the impact of this on the systemic importance of
the institution and the probability of systemic support being

Moody's said that it expects to conclude its review within a few

These ratings of CR Ferrara were affected:

   -- D BFSR on review for possible downgrade;

   -- Baa3 long-term debt and deposit ratings on review for
      possible downgrade;

   -- (p) Ba1 subordinated ratings on review for possible

   -- (p) Ba3 junior subordinated ratings on review for possible

   -- (p) Ba1 Tier III subordinated ratings on review for possible

   -- Prime-3 short-term ratings on review for possible downgrade.

The principal methodologies used in rating CR Ferrara are "Bank
Financial Strength Ratings: Global Methodology", and
"Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology".

CR Ferrara is headquartered in Ferrara, Italy.  At the end of
December 2010 it had total assets of EUR8 billion.


CYFROWY POLSAT: Moody's Assigns 'Ba3' Corporate Family Rating
Moody's Investors Service assigned a Ba3 corporate family rating
(CFR) and Ba3 Probability of Default Rating (PDR) to Cyfrowy
Polsat S.A.; and a (P)Ba3 to the proposed EUR350 million senior
secured notes due 2018 to be issued by Cyfrowy Polsat Finance AB.
The ratings outlook is stable.

The ratings assignment follows the announcement by Cyfrowy Polsat
that it intends to issue the notes to refinance the existing
bridge loan used to fund the acquisition of Telewizja Polsat S.A.
("TV Polsat" altogether the "Cyfrowy Polsat Group").  The Cyfrowy
Polsat Group is a leading media company in Poland, combining the
largest pay TV direct-to-home (DTH) provider with the third-
largest free-to-air TV broadcaster.  The Cyfrowy Polsat Group is
69% owned (79% of voting rights) by Mr. Zygmunt Solorz-Zak.


The Ba3 CFR reflects: (i) Cyfrowy Polsat's established leadership
position in the pay-TV DTH market with over 3.4 million
subscribers, combined with TV Polsat's position as the third-
largest TV group; (ii) the high penetration of DTH as a
technological platform for providing pay-TV and digital-TV in the
country; (iii) the group's well balanced exposure to subscription-
based and advertising-based revenues; (iv) the sound profitability
and cash flow generation capacity of the group; and (v) strong
commitment to de-leveraging the group.

The Ba3 CFR also reflects: (i) the highly competitive nature of
the Polish Pay-TV DTH market, with 4 major players competing for
subscribers; (ii) the degree of business risk embedded in the
company's strategy to diversify into broadband and mobile
services, notably given the need for substantial subscriber gains
to compensate for associated infrastructure costs; (iii) the
group's high financial leverage for the rating category, at around
4.4x adjusted debt to EBITDA at the outset; and (iv) some exposure
to FX risk.

As of December 2010, pro-forma revenues for the group were
approximately PLN2.5 billion (EUR625 million) with 55% of sales
generated from subscription fees, 38% in the form of TV
advertising revenues and 7% from other sources.  Cyfrowy Polsat is
leader in the Polish DTH market with over 50% subscriber market
share.  TV Polsat, via its main free-to-air TV channel and 12
thematic channels, ranks third in the Polish TV market behind the
TVP Group and the TVN Group, with close to 19% all-day audience
share (16-49 year olds) and around 23% TV advertising market

The Polish media market is characterized by a relatively high
importance of TV as a platform for advertising spend, a high level
of pay TV penetration within Polish households, and the high share
of DTH as a technology platform for Pay TV subscriptions, ahead of
cable and far ahead of Internet Protocol television (IPTV).
Moody's, however, understands that as a result of such market
structure, the Polish DTH market is one of the most competitive in
Europe, with 4 DTH players among which Cyfrowy+ has 1.5 million
subscribers, "N" has 805,000 post-paid subscribers and TPSA has
125,000 subscribers.

As part of its growth strategy, Cyfrowy Polsat launched mobile
internet access services in 2010 (using third-party network
infrastructure) and had approximately 25,000 users as of December
2010, with a network reach of 48% of the Polish population.
Cyfrowy Polsat also has presence in mobile telephony through a
mobile virtual network operator (an MVNO) business model with over
90,000 subscribers and a mobile market share below 1%, in a market
dominated by 3 players, which consolidate over 90% of the market
and a highly fragmented MVNO market.  While this represents a
relatively small share of the group's revenue mix and in spite of
the business opportunity, Moody's believes that the group's
position in the telecom market is very low and accretive
contribution to the group's revenues and profitability remain
subject to a high degree of competition and execution risk.

For the year ended 2010, pro forma EBITDA margin for the combined
companies was at approximately 28%.  While Moody's understands
that the continuing roll-out of telecommunications services are
likely to put pressure on EBITDA margin for the group, Moody's
expects profitability to recover to levels currently observed as
the group maintains its market positions in DTH and TV, and
successfully implements its bundling strategy, ramping up its
broadband and mobile subscriber base.

Following the acquisition of TV Polsat, and based on pro forma
2010 unaudited financial statements, leverage for the group was
approximately 4.4x adjusted Debt to EBITDA.  While leverage is
high for the rating category, Moody's understands that the Cyfrowy
Polsat Group's management is committed to de-leveraging through
cash flow generation and gradual debt reduction and (ii) current
provisions under the bank facilities involve the use of 65% excess
cash flow (beyond scheduled debt amortizations) towards further
debt reduction until net reported leverage falls below 2.0x debt

As of Dec. 31, 2010 and pro forma for the transactions and the
notes issuance, the group held approximately PLN293 million in
cash on-balance sheet and had PLN14 million availability under its
PLN200 million revolving credit facility.  The Cyfrowy Polsat
Group has scheduled debt amortizations of PLN119 million in 2011
and PLN168 million in 2012.  The group's cash and availability,
together with the group's free cash flow generation capacity
should be sufficient to cover cash needs going forward; however,
Moody's notes that debt amortization requirements under the bank
facilities (which mature in 2015) increase substantially beyond

The Cyfrowy Polsat Group is majority owned by Mr. Zygmunt Solorz-
Zak and Mr. Heronim Ruta who together benefit from full control
over strategic orientations of the group.  Moody's relies on ring-
fencing mechanisms under the various loan documents to provide
appropriate protection to the restricted group.

Moody's notes that the Cyfrowy Polsat Group is exposed to currency
risk in its ordinary course of business.  Moody's also notes that
over half of its debt is denominated in Polish Zloty, while the
notes will be denominated in Euros.

The (P)Ba3 rating (in line with the CFR) on the senior secured
notes due 2018 reflects their secured position within the group's
capital structure and pari passu ranking with the secured credit
facilities.  The notes will benefit from the same security and
guarantee package as the facilities.  The notes are subject to a
2.0x interest cover debt incurrence test while the bank facilities
include maintenance covenants that are stepping down overtime.
Moody's notes that under the terms of the facilities, the group is
required to include TV Polsat to the guarantor pool benefiting the
lender and the note holders following conversion of TV Polsat into
a limited liability company within 120 days of completion of the

The outlook on Cyfrowy Polsat Group's ratings is stable,
reflecting Moody's expectations that the group will continue to
generate meaningful free cash flow and gradually de-leverage
towards 4.0x adjusted debt to EBITDA and below.

The ratings could be upgraded if operating performance remains
consistently strong and leverage reduces towards 3.5x adjusted
debt to EBITDA.  Similarly, negative pressure could be exerted on
the ratings as a result of a deterioration in operating
performance leading to a failure to de-leverage from the current

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

The principal methodologies used in this rating were Global
Broadcasting Industry published in June 2008 and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

The Cyfrowy Polsat Group is a leading media company in Poland,
combining the largest pay TV direct-to-home (DTH) provider with
the third-largest free-to-air TV broadcaster.  The Cyfrowy Polsat
Group is 69% owned (79% of voting rights) by Mr. Zygmunt Solorz-

CYFROWY POLSAT: S&P Assigns 'BB-' LT Corporate Credit Rating
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
long-term corporate credit rating to Poland-based direct-to-home
(DTH) and free-to-air TV broadcasting company Cyfrowy Polsat S.A.
(Polsat). The outlook is stable.

"At the same time, we assigned our preliminary 'BB-' issue rating
to Polsat's planned euro-denominated bond issue (equivalent to
Polish zloty [PLN] 1.4 billion)," S&P said.

Final ratings will depend upon receipt and satisfactory review of
all final transaction documentation.  Accordingly, the preliminary
ratings should not be construed as evidence of a final rating. If
Standard & Poor's does not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, Standard & Poor's reserves the right to
withdraw or revise its ratings.

The preliminary rating on Polsat primarily reflects our view of
the company's aggressive debt burden and leverage following its
recent acquisition of TV broadcaster Telewizja Polsat S.A.  It
also takes into account the company's post-acquisition exposure to
cyclical advertising revenues; the highly competitive Polish pay-
TV market, which is nearing saturation; and Polsat's ongoing,
though decreasing, exposure to foreign currency exchange
movements, which can affect operating margins and ultimately
credit measures. Further constraining the preliminary rating are
the potential challenges for Polsat to increase its relatively new
complimentary telecommunications (telecoms) services, which are
currently unprofitable.

"These weaknesses are partly offset by our view of Polsat's
leading position and scale in the Polish pay-TV market; its strong
focus on cost control, which translates into solid profitability;
its positive and solid free cash flow generation; and the sound
potential for deleveraging over the medium term (foreign exchange
volatility and growth in new services permitting), due to
limitations on dividend distributions.  In addition, the
preliminary rating reflects our assumption that Polsat will
benefit from adequate liquidity on the successful refinancing of
its PLN1.4 billion bridge loan with the planned bond issue," S&P

According to S&P, "We believe that, based on its market position
and cash generation capacity, Polsat should start to deleverage
over the next few quarters, following the successful closing of
the planned refinancing.  We anticipate that Polsat will post a
ratio of adjusted gross debt to EBITDA not exceeding 4.5x in 2011,
which we consider to be in line with the current rating."

"Rating upside could materialize over the next 12 months if Polsat
were to deleverage more quickly than we anticipate, leading to
adjusted debt to EBITDA of less than 4.0x and to a ratio of
adjusted FFO to debt of more than 20%," S&P said.

On the other hand, downward rating pressure could stem from
substantial operating underperformance, notably if foreign
exchange movements were to cause EBITDA growth to stall or
decline, leading to an adjusted leverage ratio of more than 4.5x
and to adjusted FFO to debt of less than 12% by financial year-end
2011.  Rating pressure could also arise if Polsat were to fail to
complete the planned bond issue, which could cause the company's
liquidity to deteriorate from our current assessment of


BANCO PORTUGUES: To Be Sold Without Minimum Price, Lusa Says
According to Bloomberg News' Jim Silver, Lusa news agency, citing
the text of a financial-aid agreement approved on Tuesday, reports
that Portugal's government will seek a buyer for failed lender
Banco Portugues de Negocios SA by the end of July without setting
a minimum price.

The government failed last year to find a buyer for the retail
banking business of BPN, after setting a minimum price of EUR180
million (US$267 million), Bloomberg recounts.

Headquartered in Lisbon, Portugal, BPN - Banco Portugues de
Negocios, S.A., together with its subsidiaries, provides banking
services, as well as advice on economic and financial valuation
studies, and corporate reorganizations to companies and
institutional investors.


TERRITORIAL GENERATION: Fitch Cuts Issuer Default Rating to 'CCC'
Fitch Ratings has downgraded OJSC Territorial Generation Company
No.2's (TGK-2) Long-term foreign and local currency Issuer Default
Ratings (IDR) to 'CCC' from 'B' and National Long-term rating to
'B-(rus)' from 'BBB-(rus)'.  Fitch no longer maintains Outlooks
for TGK-2 ratings.  The agency has simultaneously assigned a
foreign and local currency senior unsecured rating of 'CCC',
National senior unsecured rating of 'B-(rus)' and a Recovery
Rating of 'RR4' to TGK-2's rouble-denominated bonds maturing in
2011 and 2013.

The downgrades reflect the company's poor cash generation track
record in FY08-FY09 and H110, high leverage and resumption of
capex growth and Fitch's expectations that TGK-2's financial
performance will have deteriorated in FY10 due to low heat tariff
increases, poor cash collection, the company's failure to convert
its generation facilities in Arkhangelsk to natural gas in 2010 as
originally anticipated, as well as breaches of bank loan covenants
at Dec. 31, 2010.

TGK-2 reported weak cash flow in 2008-09 and H110, which meant
that cash flow from operations (CFO) was insufficient to cover
interest payments.  This was mostly due to the volatility of fuel
oil prices, which were not factored into tariffs, and poor cash
collection in a number of regions, including Archangelsk and
Yaroslavl.  About half of TGK-2's revenues come from heat sales
and the company is considered a monopoly in many localities where
it operates.  Heat remains a regulated business and heat tariffs
are approved by regional tariff commissions using a 'cost plus'
mechanism that only factors in fuel price fluctuations in future
tariffs.  Moreover, a considerable part of TGK-2's electricity
generation comes from the Arkhangelsk region, which is also a
regulated territory because of its 'non-price zone' status.  Both
these factors continue to expose TGK-2 to price risks, as TGK-2 is
unlikely to be able to recover its fuel costs incurred in FY08-09
until FY11-12.

Fitch forecasts that following a successful conversion of power
and heat generation to natural gas in the city of Arkhangelsk in
Q111 and the company's plans to convert one of two combined heat
and power plants (CHPP) in Severodvinsk to gas beginning in Q311,
TGK-2 should improve its fuel mix from expensive and volatile fuel
oil to natural gas and, hence, increase its operating margins.
Historically, about half of TGK-2's fuel costs were for fuel oil.
TGK-2 expects that after the planned conversion to natural gas is
completed in 2012, the share of fuel oil will decrease to about 3%
of total fuel consumption, compared with about 25% presently.

TGK-2's highly leveraged capital structure remains one of Fitch's
key concerns. TGK-2 has increased its reliance on state bank
financing and domestic capital markets to finance its operations
and capital investments.

TGK-2 has plans for an ambitious capex program in excess of RUB20
billion in 2011-14 that includes construction and upgrades of
several generating assets with total installed capacity of 1,570
MW, including the Kudepsta thermal power plant (Krasnodar region)
for the 2014 Sochi Winter Olympic Games.  Fitch estimates that to
finance its capex, TGK-2 will need to increase borrowing and will
therefore maintain leverage above 7 times (x) in 2011-14.

In July 2010, TGK-2 announced a private share placement of RUB19
billion to finance capital investments, little of which has been
paid to date.  In Fitch's view, if this is successfully completed
as scheduled before June 29, 2011, it would lead to a significant
reduction in leverage and would be a positive rating factor for
TGK-2.  Another positive rating factor would be TGK-2's
demonstrated ability to improve its operating margins and
deleverage to a more appropriate level of funds from operations
(FFO) adjusted leverage below 5.0x that would allow FFO interest
coverage to increase above 1.5x.

Fitch also notes TGK-2's weak corporate governance, such as the
ongoing prolonged litigation between Sintez Group, TGK-2's
principal shareholder, and a group of minority shareholders, and
the absence of independent directors or directors that represent
minority shareholders on the company's board.

TGK-2 is a heat and power generation company that operates in six
regions across the north of European Russia. TGK-2 owns 15 CHPPs,
13 boiler houses and 2,000km of heat supply pipes.  Its combined
installed electric capacity is 2,531 MW and heat capacity is
12,286 GCal per hour.  It also leases 56 boiler houses from local


PROIRIS AVIATION: Moody's Affirms 'B1' Corporate Family Rating
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) and probability of default rating (PDR) of Proiris
Aviation Spain, S.L. (Proiris), a wholly-owned subsidiary of Inaer
Aviation Group, S.L. (Inaer), following the announcement that
Inaer has acquired the UK-based Bond Aviation Group (Bond) for
GBP259 million.  At the same time, Moody's has affirmed the Ba3
rating of Proiris' EUR100 million revolving credit facility (RCF)
and the B2 rating on the EUR470 million senior notes due 2017
issued by Inaer Aviation Finance Limited. The outlook for all the
ratings is stable.

"[The] ratings affirmation reflects the neutral impact of the
proposed acquisition on Proiris' credit metrics as well as the
improved business risk profile of the resulting combined group,
which will be larger and more geographically diversified," says
Ivan Palacios, a Moody's Vice President - Senior Analyst and lead
analyst for Inaer.  "These factors will partly offset the negative
aspects of the deal, such as the execution risk and the increased
exposure to the potentially more volatile offshore oil and gas
operations," continues Mr. Palacios.

"However, event risk is higher than assessed at the time of the
original rating assignment, as Proiris has closed two material
acquisitions in a relatively short period of time," says
Mr. Palacios.  "Therefore, the company is now more weakly
positioned within the rating category and there is less tolerance
for deviation from Moody's expectations in the event of operating
under-performance or any additional debt-financed acquisitions,"
adds Mr. Palacios.

Bond is the largest independent helicopter operator in the UK,
providing onshore (mission-critical services) and offshore (oil &
gas) helicopter services.  According to the company, its offshore
branch represents approximately 72% of Bond's revenues and its
onshore branch the remaining 28%.  For the year ended March 2011,
Bond generated revenues and run-rate EBITDA of GBP120 million (c.
EUR136 million) and GBP34 million (c. EUR39 million),

In Moody's view, the transaction has positive implications for the
Inaer group in that it: (i) increases the size and scale of the
company by roughly one third; (ii) improves its geographical
diversification from a predominantly Southern European exposure
(Spain is expected to generate 39% of the group's post-acquisition
revenues, down from 61% in 2009); and (iii) enhances its business
diversification, as Inaer is acquiring an offshore oil and gas
helicopter business that is mission-critical in nature and has
similar features to its existing operations, such as long-term
contracts with a high fixed-revenue component.

However, these positives are offset by: (i) the level of execution
risk inherent in an acquisition of this size because of the more
volatile nature of offshore oil and gas helicopter operations,
which is a business to which Inaer does not currently have any
major exposure or expertise; (ii) the large capex requirements
expected for 2012 and 2013 to fuel new contract growth; (iii) the
high level of customer concentration, as its most important
customer generated approximately 35% of Bond's consolidated
revenues in fiscal year 2011; and (iv) the lack of significant
synergies (primarily maintenance and procurement), given that
Inaer currently only has a very small operation in the UK.

The funding for the transaction has been structured such that
Inaer's credit metrics remain broadly unchanged at the outset, as
the shareholders will contribute GBP109.2 million of the total
consideration. Net debt/EBITDA (as reported by the company) will
be at around 4.9x following the acquisition, a similar level as
that reported by Inaer for year-end 2010.  In addition to the new
equity, a new GBP150 million bank facility will be made available
to Bond, which will be considered an unrestricted subsidiary with
no recourse to Inaer in the event of default.  Inaer will not
receive guarantees from nor will it provide guarantees to Bond,
which will be ring-fenced from Inaer.

The ratings and loss given default (LGD) assessments of the EUR100
million RCF and the EUR470 million senior notes remain unchanged,
as the new GBP150 million bank facility has been ignored for LGD
modeling purposes, given its non-recourse nature.  Nevertheless,
Moody's notes that the new non-recourse debt adds complexity to
the group's capital structure and some degree of risk, given that
Inaer will be using some of its financial flexibility by drawing
EUR23 million under its RCF to partially fund the deal, thereby
slightly reducing the recovery prospects for Inaer's bondholders.

The stable outlook is based on the assumption that operating
performance will be closely in line with expectations and that
further acquisition activity will be very limited until Inaer
successfully integrates Bond and the recently acquired Australian
asset.  The stable outlook also reflects Moody's expectation that:
(i) Inaer's credit metrics will improve going forward so that
adjusted debt/EBITDA trends below 5x; and (ii) Inaer's free cash
flow will remain positive over the rating horizon, with the
exception of 2012 because of fleet requirements related to new
contracts.  Deviation from such expectation will put negative
pressure on the ratings.

Upward pressure on the rating would be dependent upon a sustained
reduction in leverage as measured by adjusted debt/EBITDA trending
towards 4.0x and free cash flow to debt of at least 8%, while the
company demonstrates prudence in its expansion strategy.

The rating may experience downward pressure if the fundamentals of
Inaer's business dramatically change or key government-related (or
otherwise prominent) customers significantly cut their business
with the company.  Further acquisitions, if primarily debt-
financed, could also impact the rating.  Credit metrics that could
lead to increased pressure on the rating include: (i) debt/EBITDA
higher than 5.5x on a sustained basis; and (ii) an inability to
generate free cash flow to reduce debt. Downward pressure on the
rating could also develop if the company experiences stress on its
financial covenants.

The principal methodology used in rating Inaer was Moody's "Rating
Methodology: Global Business & Consumer Service Industry",
published in October 2010.  Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Proiris Aviation Spain, S.L. is a wholly owned subsidiary of Inaer
Aviation Group S.L., a Spanish-based helicopter services provider
that specialises in the provision of mission-critical onshore
services to state and local governments.  The group is owned by
World Helicopters S.a.r.l, a vehicle 50.1% owned by International
Helicopters (majority owned by Investindustrial) and 49.9% by KKR,
which bought its stake from the former in June 2010.  Inaer
reported revenues of EUR341 million and EBITDA of EUR90 million
for FY2010.

U N I T E D   K I N G D O M

ASSETCO PLC: Former Legal Advisers Withdraw Winding-Up Petition
Alistair Gray at The Financial Times reports that AssetCo plc's
former legal advisers have withdrawn demands for the company to be
shut down after shareholders provided the funding needed to ensure
its survival.

Nabarro, the law firm, had sought to recover unpaid fees and
presented a winding-up petition for AssetCo, which has a 20-year
private finance initiative contract to supply equipment to the
London Fire Brigade, the FT recounts.  But Nabarro has since been
paid after the company turned to shareholders including Gartmore,
JO Hambro and Utilico Investments to raise GBP16 million (US$26
million), the FT discloses.

The petition was withdrawn at a court hearing last week, the FT
relates.  The Aim-quoted company had already settled a separate
claim from HM Revenue & Customs, the FT notes.

Assetco PLC -- is a United Kingdom-
based holding company.  The Company is engaged in the provision of
management services to the emergency services market.  It is also
engaged in automotive engineering, the provision of asset
management services and the supply of specialist equipment to the
emergency services market.  The Company operates in one segment,
the Fire and Rescue Services.  The Fire and Rescue Services
segment provides management services to the fire and rescue
market.  Its subsidiaries include AssetCo Emergency Limited,
AssetCo Managed Services (ROI) Limited, AssetCo Bermuda Limited,
AssetCo Resource Limited, Simentra Limited, Supply 999 Limited,
AssetCo Municipal Limited and AssetCo Managed Services Limited.
In January 2010, the vehicle assembly business of UV Modular
Limited (UVM) was discontinued.  In September 2009, the Company
disposed its subsidiary, Auto Electrical Services (Manchester)

BRABY: 20 Additional Employees Made Redundant
BBC News reports that twenty more staff at Braby has been made

As reported in the Troubled Company Reporter-Europe on April 27,
2011, Evening Post said that Braby has gone into administration,
firing 27 staff among its 53 employees.  Staff at the firm's
factory on March Road have not been paid for several months and
suppliers were refusing to make deliveries of the materials needed
to keep the factory running unless they were paid up front,
according to Evening Post.  Workers, according to Evening Post,
knew the firm was facing serious problems and matters came to a
head when a deal to sell Braby to foreign owners fell through.
The talks which had been taking place for months fell apart when
the two firms failed to reach an agreement on a price, Evening
Post related.  As a result, administrators from accountancy firm
Grant Thornton were called in over the weekend to take control of
the firm, Evening Post stated.

BBC News notes that only six staff are now left working at the
site which administrators are hoping to sell "as a going concern".

Nigel Morrison, from administrators Grant Thornton, said several
potential sales had fallen through, BBC News says.

BBC News adds that Mr. Morrison said the remaining six staff would
help with "realizing assets and administrative duties".

Braby is a 172-year-old Bristol engineering firm.  The firm
specializes in making grain silos and aluminum storage tanks.  The
business has manufactured aluminum and stainless steel silos,
tanks and specialist storage for a range of industries including
food, plastics, chemicals and pharmaceuticals from its factory.

DIRECT SHAREDEAL: Advisers in Firing Line Following Administration
------------------------------------------------------------------ reports that independent financial advisers who
recommended contracts for difference (CFD) trader Direct Sharedeal
have been caught in the middle of a blame game after the firm was
put into administration.

Independent financial advisers provided the bulk of the Glasgow-
based stockbroking firm's clients through referrals to invest in
its high-risk CFD investments, according to  CFDs
are highly leveraged, opening investors up to increased
speculative gains but also large potential losses, the report
relates. discloses that Direct Sharedeal's trading of CFDs
is the subject of at least 60 claims at the Financial Ombudsman
(FOS) which will now revert to the Financial Services Compensation
Scheme (FSCS) after the firm has been put into administration.

Investors, notes, some of whom lost 98% of their
money in CFD trading, allege Direct Sharedeal failed to properly
assess their attitude to risk or carry out any suitability checks
to confirm such a high risk investment was appropriate for them.

But Direct Sharedeal said judging suitability was partly the
responsibility of the clients' financial advisers,
says.  The report relates that the firm said it would not make
presentations directly to investors unless requested to do so by
their financial adviser and in their presence.

But Regulatory Legal, which is acting for investors who blame
Direct Sharedeal for losses prior to its insolvency, will argue
the firm cannot pass the buck to advisers, notes.
"The regulated activity in managing the account is undertaken by
Direct Sharedeal. It is therefore obligated under the FSMA 2000
regime," quotes the law firm as saying. says Regulatory Legal has claimed Direct Sharedeal
also failed to manage investors' accounts with skill and
diligence, within the agreed parameters, or to operate the agreed
stop/loss provisions of the accounts.

Moreover, notes, investors claim Direct Sharedeal
failed to keep them updated on the progress of their accounts in
line with their obligations, meaning they were unaware of their
ongoing losses.

FOCUS DIY: Intends to Go to Administration
BBC News reports that Focus DIY chain has said it intends to go
into administration.

The move follows "notification of an event of default under the
senior credit facility, and a realization that there were no
alternatives that could be explored any further," according to BBC

BBC News relates that Focus said its directors had sought consent
from the firm's lenders to appoint Ernst & Young as the
administrators.  All stakeholders including staff are being

Focus DIY was founded by Bill Archer in 1987, with six stores in
the Midlands and the north of England.  The company now has 178
stores in England, Scotland and Wales, and employs more than 3,900

POWERFUEL MINING: Entero Acquires Hatfield Colliery
Insider Media Limited reports that Hatfield Colliery Ltd, a
business formed after Powerfuel Mining Ltd went into
administration last month, has been sold to Dutch-registered
company Entero.

Administrators were appointed to Powerfuel Mining Ltd (PML), a
subsidiary of Doncaster-based Powerfuel plc, on April 15,
according to Insider Media Limited.

Insider Media Limited notes that Brian Green and Richard Fleming
of KPMG's restructuring practice transferred the business and all
393 employees of PML, plus 11 Powerfuel plc employees, into a
newly formed company, Hatfield Colliery Ltd, upon their

Working with KPMG's Leeds corporate finance practice, the
administrator then sold Hatfield Colliery Ltd to Entero on
April 27, the report says.

Meanwhile, Insider Media Limited says that 2Co Energy, backed by
TPG Capital, has been named preferred bidder for Powerfuel Power

TOREX RETAIL: SFO Charges 3 Former Executives With Fraud Offences
John Oates at The Register reports that the Serious Fraud Office
(SFO) is charging three former executives of Torex Retail Plc with
fraud offences.

The Register relates that Torex came to the attention of
investigators four years ago after a trading update in 2007, which
claimed all was well, was quickly followed by a profit warning.

The SFO raided several properties as a result, and the company's
chairman resigned, according to The Register.

The Register discloses that the SFO said it was charging three men
-- Robert William Loosemore, Mark Gavin Woodbridge, and Nigel
David Horn, 56, from Gloucestershire -- in relation to offences
carried out as Torex went into administration in 2007.  The three
men are all charged with conspiracy to defraud.  Mr. Loosemore and
Mr. Woodbridge were also charged with false accounting.

At the time of the alleged offences, Mr. Loosemore was company
chairman, Mr. Woodbridge was group financial accountant, and Mr.
Horn was legal director, The Register notes.

The hearing will begin May 13 at the Banbury Magistrates Court.

The Register discloses that SFO said its investigations were
continuing and it expects to make a further announcement on May 9.

The SFO stressed that the investigation was centered on Torex
Retail Plc's historic and now liquidated business, and not the
continuing business of Torex Retail Holdings Limited, The Register

VON ESSEN: Georgian Hunstrete House Goes Into Liquidation
Dinah Hatch at TravelMole reports that Georgian Hunstrete House
near Bath, which was operated by Von Essen hotels, has gone into
voluntary liquidation.

TravelMole says Hunstrete House is owned by Von Essen director
Andrew Davis and has been operating as a separate entity from the
Von Essen group.  However, it has been failing and has only been
kept afloat with Von Essen backing.

Administrators Ernst and Young, according to TravelMole, have now
declared this can no longer continue.  Von Essen chief executive
Charles Prew has insisted the failure of Hunstrete was a special
case and the other 26 properties would continue trading, the
report notes.

"The building was owned by Andrew Davis and there was an operating
licence agreement for Von Essen to run it on his behalf.  It has
been a loss-making hotel in recent years.  This is not something
that's going to happen to the other hotels," Mr. Prew told Caterer
and Hotelkeeper magazine, according to TravelMole.

"The combination of notice being served by Von Essen Investments
and the continuing losses of the hotel mean that the
administrators could no longer continue to support the business.
As a result, regrettably there has been no option but for the
company to go into liquidation," Mr. Prew said.

TravelMole says the 12 members of staff at the hotel were told of
its closure on Tuesday.  The group will attempt to find employment
for them at other Von Essen properties.

As reported in the Troubled Company Reporter-Europe on April 25,
2011, BBC News said the holding company of the von Essen hotel
chain has appointed accountants Ernst & Young as administrators. related that the von Essen is reported to have debts of
more than GBP25 million. noted that while
administrators have been appointed and the portfolio of hotels are
expected to be sold-off either as a group or as individual
properties, the hotels are all expected to continue to trade as
usual.  "It is business as normal for the hotels and customers of
von Essen Hotels can continue to enjoy their stay," The Northern
Echo quoted Angela Swarbrick, joint administrator, as saying.

von Essen hotel chain owns 28 luxury hotels in the UK and France.

* UK: 60 Retailers Fell Into Administration in First Quarter
Reuters reports that the number of British retailers falling into
administration jumped 30% to 60% in the first three months of this
year, the highest number for two years, and more could be on the

Business advisory firm Deloitte said that retailers are finding it
particularly hard as consumers are hit by rising taxes and
government austerity measures, according to Reuters.

The number of all companies falling into administration -- a form
of protection from creditors -- fell to 557 in the first quarter
from 623 in the same period of last year, though the figure was up
from 438 in the last quarter of 2010, Reuters says.

"During the economic downturn, companies experiencing financial
difficulty were able to rely on low interest rates and (tax
authority) Her Majesty's Revenue and Customs (HMRC)'s favorable
Time to Pay scheme in order to make ends meet," Reuters quotes
Deloitte as saying.  "However, as HMRC attempts to recoup lost
revenue, we are likely to see a more hardened approach being
taken.  We have already seen a decline in the acceptance of CVAs,
often used as a last resort by companies attempting to avoid
administration," it added, referring to company voluntary
arrangements where retailers agree with landlords to close their
weakest stores.

* UK: Sees 31% Drop on Agencies Going Into Administration
Recruiter reports that Recruiter magazine's research showed that
in the first quarter of 2011 nine recruitment agencies were put
into administration, a 31% drop on the previous quarter and 59%
less than the same period in the previous year.

At least two of the companies which went into administration in
the first three months of 2011 had turnovers higher than GBP1
million, the largest being Revive Nationwide, which reported a
turnover of GBP5.3 million in its last filings with Companies
House, according to Recruiter.


* EUROPE: Decision to Rule Out Debt Restructurings a Mistake
James G. Neuger at Bloomberg News reports that Alessandro Leipold,
a former acting director of the International Monetary Fund's
European department, said European governments are making a
mistake by ruling out debt restructurings for countries such as
Greece before 2013 and should consider "pre-emptive" bond

Bloomberg relates that Mr. Leipold wrote in a policy brief
released on Tuesday by the Lisbon Council in Brussels that lessons
from emerging-market restructurings offer a "market-based way

"Do it early, do it pre-emptively, if possible on a voluntary
basis," Bloomberg quotes Mr. Leipold as saying in a telephone
interview.  "The risks of postponing are greater."

European Central Bank officials are the chief opponents of
extending Greece's debt-repayment timelines or cutting the value
of its bonds, fearing that this would convulse financial markets,
Bloomberg notes.

European governments have ruled out any "private sector
involvement" in cutting Greece's debt burden until the middle of
2013, when a permanent crisis-management fund is due to be set up,
Bloomberg discloses.

According to Bloomberg, Mr. Leipold wrote in the policy brief that
the timetable "is a political and procedural artifact, divorced
from economics and heedless of market developments."

"The sooner the artificial 2013 deadline is abandoned, the
better," Mr. Leipold, as cited by Bloomberg, said.

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: US$34.95 each volume; US$49.95 set
Review by Henry Berry

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.

During the 1800s, when Burrill's work first came out, there were
innumerable cases dealing with voluntary assignments.  The case
law of the 1800s remains authoritative, informative, and
instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.

The format of the text, including the footnotes, is the standard
followed by many legal texts and handbooks, notably the multi-
volume American Jurisprudence.  The sections are numbered
consecutively in forty-five chapters.  There are 458 sections in
all.  The sections are relatively short, even though the subject
of voluntary assignments is complex and there is bountiful case

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee.
More specific, detailed topics can be accessed using the index.
There are two appendices.  The first contains synopses of the
statutes of every state and territory on voluntary assignments.
The second appendix contains nearly thirty standard forms that can
be used for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.

Like a good lawyer breaking down a case so it can be comprehended
by a jury of average persons, so does Burrill and Avery-Webb deal
with the topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.


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
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.

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