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        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, November 18, 2011, Vol. 12, No. 229

                            Headlines



A U S T R I A

DON GIL: Acquired by Gerry Weber for US$8.2 Million


B U L G A R I A

INTERNATIONAL ASSET: Moody's Lowers Deposit Ratings to 'B2'


F I N L A N D

MOVENTAS LTD: Mulls Reorganization of Finnish Production


F R A N C E

FCT ERIDAN: Fitch Affirms Rating on EUR6.4-Mil. Notes at 'BB+sf'
SEAFRANCE: Put Into Liquidation After Court Rejects Two Bids


G E R M A N Y

DECO 10: Fitch Cuts Rating on EUR19-Mil. Class D Notes at 'CCCsf'
FORCE TWO: Moody's Cuts Ratings on Two Note Classes to 'Caa3'
PROSCORE-VR 2005-1: S&P Keeps 'BB' Rating on Class E Notes
WESTLB AG: European Commission Hopes to Make Decision Soon


I R E L A N D

BACCHUS 2006-2: Moody's Raises Rating on Class E Notes to 'Caa3'
BACCHUS 2007-1: Moody's Raises Rating on Class D Notes to 'Caa3'
EIRCOM GROUP: Denis O'Brien Walks Away From Bidding Process
* Sean Quinn Bankruptcy Underscores Ireland's Spectacular Crash


I T A L Y

FONDIARIA-SAI SPA: S&P Cuts Counterparty Credit Rating to 'BB+'
SOCIETA ITALIANA: S&P Lowers Counterparty Credit Rating to 'BB+'


L I T H U A N I A

BANKAS SNORAS: Millions of Assets May Be Missing, Regulator Says


L U X E M B O U R G

BOZEL SA: Liquidating Plan Outline to be Heard on Dec. 7


N E T H E R L A N D S

ADAGIO CLO: Moody's Raises Ratings on Three Note Classes to 'B1'
NXP: Moody's Assigns B2 Rating to New Sr. Sec. Debt Instruments


N O R W A Y

SEABIRD EXPLORATION: Extends Grace Period to Nov. 23


R U S S I A

BANK OF MOSCOW: Moody's Changes Outlook on Ratings to Stable
BANK UNIASTROM: Moody's Reviews NSR for Downgrade
BANK UNIASTROM: Moody's Places 'Ba3' Deposit Ratings on Review
OTP OJSC: Fitch Rates RUB4-Bil. Exchange Bond Issue at 'BB'
PROMSVYAZBANK: Fitch Affirms Issuer Default Rating at 'BB-'


S E R B I A   &   M O N T E N E G R O

KAP: May Face Bankruptcy Over Debts; Gov't Seeks Solution
* SERBIA & MONTENEGRO: Intercompany Debt Claims Rise in October


S W I T Z E R L A N D

OCTAPHARMA NORDIC: Moody's Changes Outlook on 'Ba1' CFR to Stable


T U R K E Y

ASYA KATILIM: Fitch Affirms Issuer Default Rating at 'B+'
DOGAN YAYIN: Fitch Upgrades Issuer Default Ratings to 'B+'
HURRIYET GAZETECILIK: Fitch Affirms Issuer Default Rating at 'B+'
TURKLAND BANK: Fitch Affirms Individual Rating at 'D'


U N I T E D   K I N G D O M

BRITISH ARAB: Fitch Maintains Watch Negative on 'BB' IDR
ENNSTONE PLC: Phoenix Capital Advised Unit on Sale to Bardon
HAMPSON INDUSTRIES: May Breach Covenants Following Losses
LEEK FINANCE: Moody's Lifts Rating on Class Dc Notes From 'Caa3'
NETWORK TRADING: Four Hotels in Administration Sale

NORTHERN ROCK: Acquired by Virgin Money for GBP747 Million
PHONES4U FINANCE: S&P Affirms 'B+' Corporate Credit Rating


X X X X X X X X

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix


                            *********


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


DON GIL: Acquired by Gerry Weber for US$8.2 Million
---------------------------------------------------
Zoe Schneeweiss at Bloomberg News reports that Gerry Weber
International AG, Germany's second largest women's clothing
maker, said it acquired the leases, inventories and trademarks of
insolvent Don Gil Textilhandel GmbH for EUR6.1 million
(US$8.2 million).

Don Gil Textilhandel GmbH is an Austrian clothing retailer.


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


INTERNATIONAL ASSET: Moody's Lowers Deposit Ratings to 'B2'
-----------------------------------------------------------
Moody's Investors Service has downgraded International Asset Bank
AD's (IAB) long-term deposit ratings to B2 from B1, and assigned
a negative outlook. The standalone bank financial strength rating
(BFSR) was affirmed at E+, but now maps to B2 on the long-term
scale, from B1 previously. The Not-Prime short-term deposit
ratings remain unchanged.

Ratings Rationale

The rating agency notes that the downgrade of IAB's ratings
captures the negative effects on its financial fundamentals from
the continued challenging operating environment in Bulgaria. In
particular, negative pressure on the bank's asset quality metrics
and profitability have led to the weakening of IAB's standalone
credit strength.

Moody's notes that the deterioration of IAB's asset quality
reflects its sizeable loan exposures, at above market averages,
to economic sectors that remain under stress, such as the
construction, real-estate and related industries in Bulgaria.
Although IAB has a strong capital buffer to absorb credit losses,
the amount of non-performing loans (NPLs), net of provision
reserves, has grown significantly in relation to its
shareholders' equity, leaving a large portion of the bank's
equity at risk. Despite the sizable collateral held against these
loans, Moody's views the recoverability of such collateral as
uncertain in the current economic conditions.

The rating agency notes that IAB has strong levels of core liquid
assets on its balance sheet and has managed to grow and diversify
its deposit base, achieving a meaningful reduction in its loans-
to-deposits ratio, which currently stands at comfortable levels.
At the same time, although IAB remains profitable, its pre-
provision earnings and net profitability have been trending down,
due to the continuous reduction in its loan volumes and the
erosion of its net interest-rate margins.

The negative outlook on IAB's deposit ratings captures Moody's
expectations that the bank's asset quality will likely remain
under pressure as it operates in Bulgaria's challenging
environment underpinned by (i) weak credit demand; (ii) elevated
unemployment levels; and (iii) a modest economic recovery from
the 2009 recession that is again coming under pressure from
developments in the euro area.

Previous Rating Actions and Principal Methodologies

The principal methodologies used in rating IAB are Moody's "Bank
Financial Strength Ratings: Global Methodology", published in
February 2007 and "Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology", published in March
2007. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's Web site.

Headquartered in Sofia, Bulgaria, IAB reported consolidated total
assets of BGN717 million (EUR366 million) at the end of September
2011.


=============
F I N L A N D
=============


MOVENTAS LTD: Mulls Reorganization of Finnish Production
--------------------------------------------------------
Global industrial engineering group Clyde Blowers signed an
agreement to acquire the wind gear manufacturer Moventas Wind Ltd
and the industrial gear manufacturer Moventas Santasalo Ltd.
Following the acquisition of the Moventas companies, Clyde
Blowers, with its existing David Brown Gear Systems business,
will be one of the largest gear manufacturing groups in the
world.

A new longterm ownership solution has been sought for the
Moventas companies since June when, after prolonged financing
negotiations, the holding company Moventas Ltd was filed for
bankruptcy and its operative subsidiaries applied for corporate
restructuring.

As its European competitors, Moventas made significant
investments in its gear production during the years 2007-2008
encouraged by strong demand.  However, the post finance crisis
markets have not supported these investments, and along with its
competition Moventas has suffered from excess capacity.

As part of its corporate restructuring, Moventas is now exploring
possibilities of reorganizing its production in Finland.

Therefore, both Finnish Moventas companies will start co-
operation negotiations on Nov. 21, 2011.

Based on the sales and purchase agreement signed, the objective
is to close the acquisition before the year-end.  The business
has been acquired for the price of EUR100 million (US$135.3
million), and has been solely financed by equity investment.

Corporate restructuring proceedings of Moventas Wind Ltd and
Moventas Santasalo Ltd will end simultaneously with the closing,
and restructuring programs will be implemented.  Due to the
corporate restructuring proceedings, the co-operation
negotiations will take two weeks.

Danske Bank Corporate Finance and Pohjola Corporate Finance acted
as joint financial advisors and Attorneys at law Borenius as a
legal advisor to the seller.

Danske Bank Corporate Finance can be reached at:

          Anders K. Bonding
          Global Head of Corporate Finance
          Telephone: +45 45 12 80 20
          Holmens Kanal 2-12
          DK-1092 Copenhagen K
          Telephone: +45 33 44 00 00
          E-mail: anders.bonding@danskebank.com

Pohjola Corporate Finance can be reached at:

          Tornimae 5
          10145 Tallinn, Estonia
          Telephone: +372 663 0850

Attorneys at Law Borenius can be reached at:

          Yrjonkatu 13 A
          FI-00120 Helsinki, Finland
          VAT FI01034608
          Telephone: +358 9 615 333
          E-mail: info@borenius.com

Moventas is one of the largest manufacturers of wind turbine
gears in the world.  The company also manufactures power
transmission solutions for industries such as pulp and paper and
mining, and provides services for overhaul and maintenance.
Majority of the products' end use is connected with renewable
energy.  The company has some 1,000 employees in 10 countries
globally with a worldwide partner network.


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


FCT ERIDAN: Fitch Affirms Rating on EUR6.4-Mil. Notes at 'BB+sf'
----------------------------------------------------------------
Fitch Ratings has affirmed FCT Eridan 2010-01's class A and B
notes, as follows:

  -- EUR494,231,126 Class A notes affirmed at 'AAAsf', Outlook
     Stable

  -- EUR86,247,292 Class B notes affirmed at 'BB+sf', Outlook
     Stable

The affirmation reflects the transaction's good overall
performance since closing.  As of the September investor report,
loans more than 90 days in arrears account for 0.012% of current
portfolio's outstanding balance and there are no current
defaulted loans in the portfolio.  Cumulative losses in the
portfolio since closing account for EUR2.4 million, which
represents 0.25% of the transaction's initial balance.

The transaction's underlying portfolio is highly granular, as the
largest obligor and largest 20 obligors account for 0.35% and
5.4% of the portfolio's outstanding balance, respectively.  The
transaction carries some geographical exposure risk with loans
originated in the French overseas departments accounting for
25.5% of the portfolio's notional.

Fitch has applied a rating cap to the class B notes, in line with
its published criteria, 'Criteria for Rating Caps in Structured
Finance Transactions' published in August 2011, as under
sequential and accelerated amortization scenarios, the class B
notes could experience temporary interest shortfalls as allowed
by the transaction's documentation.  The transaction is currently
amortizing pro-rata according to its amortization triggers.

The transaction is a securitization of a static portfolio of
equipment loans granted to professionals and SMEs in France
and originated by BRED Banque Populaire (BRED, rated
'A+'/Stable/'F1+').  BRED Banque Populaire, which holds the main
counterparty roles in the transaction, is considered an eligible
counterparty according to Fitch's counterparty criteria.


SEAFRANCE: Put Into Liquidation After Court Rejects Two Bids
------------------------------------------------------------
Emma Rowley at The Telegraph reports that Seafrance was put into
liquidation by a Paris commercial court, which rejected two bids
to save the cross-Channel operator.

According to the Telegraph, the court said that new bids to take
over the company will be accepted until December 12.

French shipping firm Louis Dreyfus Armateurs and Danish ferry
company DFDS Seaways had made a joint EUR5 million
(GBP4.3 million) offer for some of the firm's assets and planned
to keep on half its workforce, the Telegraph discloses.

SeaFrance currently employs 880 permanent staff, and 200 on
seasonal contracts.  However, the court ruled the plans could
cause industrial action which would damage the firm, the
Telegraph notes.

The second offer, organized by the trade union involved, CFDT,
would have turned the ferry operator into a workers' co-
operative, but the court, as cited by the Telegraph, said there
was no capital to finance this.

A spokesman for DFDS noted the window to submit revised bids
before December 12 and said management would weigh up their
options, the Telegraph relates.

SeaFrance was put into receivership last year after suffering
from competition from the Channel Tunnel, the Telegraph recounts.
Its management previously attempted to buy out the company with
backing from its parent company SNCF, the French state-owned rail
firm, but Brussels rejected the restructuring plan as it was
based on state aid, the Telegraph states.  The French government
said it will appeal the ruling, the Telegraph notes.

Seafrance is a French ferry company.


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


DECO 10: Fitch Cuts Rating on EUR19-Mil. Class D Notes at 'CCCsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded DECO 10-Pan Europe 4 p.l.c's class
A2 and B notes and affirmed the class A1, C and D notes, as
follows:

  -- EUR225.0m class A1 (XS0276266888) affirmed at 'AAAsf';
     Outlook Stable

  -- EUR276.8m class A2 (XS0276271375) downgraded to 'BBBsf' from
     'Asf'; Outlook Stable

  -- EUR31.9m class B (XS0276272001) downgraded to 'BBsf' from
     'BBB-'; Outlook Stable

  -- EUR31.9m class C (XS0276273074) affirmed at 'Bsf'; Outlook
     Negative

  -- EUR19m class D (XS0276273660) affirmed at 'CCCsf'; Recovery
     Rating 'RR6'

The downgrades of the class A2 and class B notes reflect the
deterioration in credit quality of the largest loan. The Dresdner
Office Portfolio (33.5% of portfolio) is secured predominantly by
office properties in Germany.  The main tenant, Commerzbank AG
('A+'/Stable/'F1+'), represents approximately 80% of the current
rental income for the loan.  According to the servicer, the
tenant has indicated that EUR11.1 million of rental income will
be lost by the end of December 2011 due to upcoming lease
expiries.  In Fitch's opinion, this should trigger a covenant
breach as the interest coverage ratio (ICR) will fall below the
stipulated level of 2x.  Should this happen, Fitch expects the
servicer (or special servicer should the loan be transferred) to
utilize any excess cash and repay the debt.

The downgrades are also driven by the fact that the euro-funded
transaction contains two loans denominated in Swiss francs (Emmen
and Swisscom, 23.1% of pool balance).  Should a loss be suffered
on these loans, noteholders' exposure to currency risk could be
compounded by the appreciation of the Swiss franc relative to the
euro. Fitch has reflected this risk in its credit analysis.

As noted in 'Sequential Pay Triggers in EMEA CMBS' (published on
November 9), the sequential pay trigger has been breached due to
the failure of the borrower of the Treveria II loan (17.7% of
portfolio) to repay at maturity.  The loan has been extended for
one year to July 2012 (with the option to extend for another year
if the loan-to-value ratio has sufficiently reduced to 75% from
83%.The Rubicon Nike loan (11.3% of portfolio) has also been
extended.  While these may not be of immediate benefit to the
senior noteholders, in the medium term an extension may have a
positive effect by allowing the borrower more time to execute a
value-enhancing business plan or manage an orderly portfolio
liquidation.  Given the ICR of 1.5x (Treveria II) and 1.7x
(Rubicon Nike), extracting any excess cash available could result
in loan performance improving, although this is subject to any
interest rate risk during the tail.


FORCE TWO: Moody's Cuts Ratings on Two Note Classes to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of these
notes issued by Force Two Limited Partnership:

Issuer: FORCE TWO Limited Partnership

  EUR150.2M A Notes, Downgraded to Baa2 (sf); previously on
  Dec 17, 2010 Downgraded to A1 (sf)

  EUR12.3M B Notes, Downgraded to B2 (sf); previously on
  Dec 17, 2010 Downgraded to Baa3 (sf)

  EUR13M C Notes, Downgraded to Caa1 (sf); previously on
  Dec 17, 2010 Downgraded to Ba3 (sf)

  EUR11.9M D Notes, Downgraded to Caa3 (sf); previously on
  Dec 17, 2010 Downgraded to B2 (sf)

  EUR9.7M E Notes, Downgraded to Caa3 (sf); previously on
  Dec 17, 2010 Downgraded to Caa1 (sf)

Force Two Limited Partnership, issued in May 2007, is a German
SME CLO referencing a static portfolio of German profit
participations ("Genussrechte") with a scheduled maturity of
January 2014. The amount of outstanding Class A notes is
currently EUR131.0 million from an initial EUR150.2 million due
to deleveraging.

Some of the 'Genussrechte' obligations in the portfolio have
certain features of equity including subordination and linkage of
payments to financial performance of the obligor such as interest
deferral features and contingent coupon components (type A
obligations). Such obligations can be written down depending on
financial performance of the obligor and may extend redemption
beyond the legal final maturity of the transaction which is 4
years after its scheduled maturity date. These obligations make
up 26.8% of the performing pool. Obligations which have not
redeemed at par plus accrued interest by the scheduled maturity
of the transaction will be extended up to the earlier of 13 years
and the date on which all payments due under the profit
participation agreement have been made. If such payments have not
been made before the legal maturity of the transaction in January
2018, this will lead to a loss for Force Two.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of defaults since the last rating action and
further deterioration of some specific obligors in the pool.

Force Two has experienced three defaults with a notional value of
EUR20.5 million since the last rating action (December 2010).
While two of the defaults, with a value of EUR8 million, were
considered highly probable, the ratings are mainly impacted by
the most recent default, the largest issuer in the pool with a
notional of EUR12.5 million. This obligor has seen rapid
deterioration in 2011 culminating in a restructuring agreement
resulting in a cash recovery of 10%, with certain additional
contingent benefits possibly accruing in future, to which Moody's
did not give credit.

In addition, there are four obligors currently in the pool, with
an aggregate notional of EUR21 million, that Moody's considers
highly likely to default based on the information contained in
the latest Investor report, dated 24 October 2011. Were all these
defaults to occur, and excluding further amortizations of the
Class A from excess spread, the overcollateralization (OC) levels
on the class A, B, C, D and E notes would be reduced from 137%,
125%, 115%, 107%, and 101% to 120%, 110%, 101%, 93% and 88%,
respectively.

In its base case, Moody's analyzed the underlying collateral pool
with a stressed weighted average default probability to scheduled
maturity (January 2014) of 11.4%. This is consistent with the
default probability level of a B2 rating. Moody's notes that the
transaction benefits from a material level of excess spread that
has allowed it to substantially cure the Principal Deficiency
Ledger (PDL) and will continue to partially mitigate the impact
of potential new defaults. The current PDL reported in the latest
investor report is EUR 5.8 million, although this does not
incorporate the latest 12.5 million default. Incorporating the
10% recovery on the defaulted loan with a notional of EUR12.5
million loan would result in a PDL of EUR17 million.

In order to assess the default probabilities of each of the
borrowers in the pool, Moody's relies on the internal credit
scores assigned to each borrower by Equinotes Management GmbH, as
Advisor to the transaction, following the IKB rating process and
methodology for SME obligors. Following the recent revision by
IKB of its internal credit score scale, which provides a more
detailed assessment of credit risk levels, Moody's revisited its
mapping to IKB credit scores i.e. the way the bank's internal
credit scores are translated into Moody's idealized default
probabilities. The greater conservativeness embedded in IKB's
revised credit scores drives IKB internal ratings to map to
higher Moody's default probabilities and therefore has a negative
impact on the ratings of the notes.

Moody's has changed its approach to stressing type A obligations
since closing. At closing, Moody's modelled the risk of such
assets using a rating migration approach that assessed the
likelihood that debtors would default on or defer fixed
remunerations and/or principal payments. Instead, Moody's now
applies a haircut to the coupons and extends the expected lives
of such assets, with a severity reflecting the current rating of
each obligor.

Moody's also incorporated information provided by the advisor in
the latest investor reports to account for more recent
information on the performance of the underlying obligors.
Various additional scenarios have been considered for the
analysis and include the application of stresses applicable to
concentrated pools with non publicly rated issuers, as outlined
in Moody's Methodology, "Updated approach to the usage of credit
estimates in rated transactions" (October 2009).

The key assumptions Moody's used were:

(1) Default rates for these pools will likely remain at elevated
levels.

(2) Recoveries on the subordinated loans may be close to zero in
the majority of cases, particularly when the issuer files for
insolvency.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the ability of
the underlying obligors to refinance the subordinated bullet
loans that make up the securitized pools.

Sources of additional performance uncertainties include:

(1) Low portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors that are rated non investment grade, especially when
they experience jump to default. Due to the pool's lack of
granularity, Moody's supplement its base case scenario with
individual scenario analysis. The realization of higher than
anticipated default rate due to the weakness of large obligors
would negatively impact the ratings.

(2) The additional risk presented by the interest deferral and
principal write-down features for some of the assets in the pool.
The widespread use of these deferral and principal write-down
features would negatively impact the ratings of the notes.

(3) There is the potential for elevated refinancing difficulty
regarding the subordinated debt instruments in this portfolio,
particularly among obligors with weaker credit quality. The
emergence of increased refinancing difficulty at the time of
scheduled maturity would negatively impact the notes.

Realization of higher recoveries than anticipated recoveries on
defaulted assets would impact the ratings positively.

The methodologies used in this rating were "Moody's Approach to
Rating Corporate Collateralized Synthetic Obligations" published
in September 2009, and "Moody's Approach to Rating Collateralized
Loan Obligations" published in June 2011.

In rating this transaction, Moody's used CDOROM to simulate the
default scenarios for each assets in the portfolio. Losses on the
portfolio derived from those scenarios have then been applied as
an input in the cash flow model to determine the loss for each
tranche. In each scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. By repeating this process and averaging over the
number of simulations, an estimate of the expected loss borne by
the notes is derived.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, and the potential for selection bias in
the portfolio. All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


PROSCORE-VR 2005-1: S&P Keeps 'BB' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
PROSCORE-VR 2005-1 PLC's class A+, A, B, C, and D notes due to
the early redemption of these notes. The rating on the class E
notes is unaffected as the redemption of that class will be
deferred. The unrated class F notes also remain outstanding.

The issuer fully redeemed the class A+, A, B, C, and D notes on
the Nov. 7, 2011 interest payment date. The class E notes'
remaining balance of EUR6,165,358.35, together with the unrated
class F notes' balance of EUR10,264,875.13, represent reference
claims in the pool that are in default, have experienced a credit
event, or are delinquent.

PROSCORE-VR 2005-1 is a synthetic, partially-funded commercial
mortgage-backed securities (CMBS) transaction that, at closing,
was backed by 3,072 commercial loans secured on properties
throughout Germany.

          Potential Effects of Proposed Criteria Changes

"Our rating on the class E notes is based on our criteria for
rating European CMBS. However, these criteria are under review
(see 'Advance Notice Of Proposed Criteria Change: Methodology And
Assumptions For Rating European Commercial Mortgage-Backed
Securities,' published on Nov. 8, 2011)," S&P said.

"As highlighted in the Nov. 8 Advance Notice of Proposed Criteria
Change, we expect to publish a request for comment (RFC)
outlining our proposed criteria changes for rating European CMBS
transactions. Subsequently, we will consider market feedback
before publishing our updated criteria. Our review may result
in changes to the methodology and assumptions we use when rating
European CMBS, and consequently, it may affect both new and
outstanding ratings on European CMBS transactions," S&P said.

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and surveil these transactions
using our existing criteria (see 'Related Criteria And
Research')," S&P said.

Ratings List

Class            Rating
            To             From

PROSCORE-VR 2005-1 PLC
EUR183.1 Million Floating-Rate Credit-Linked Notes

Ratings Withdrawn

A+         NR              AAA (sf)
A          NR              AAA (sf)
B          NR              AAA (sf)
C          NR              AA (sf)
D          NR              BBB+ (sf)

Rating Unaffected

E          BB (sf)
F          NR

NR--Not rated.


WESTLB AG: European Commission Hopes to Make Decision Soon
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that the European
Commission's antitrust body hopes to adopt a final decision on
the restructuring of German bank WestLB by the end of the year,
Competition Commissioner Joaquin Almunia said.

                        About WestLB AG

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


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I R E L A N D
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BACCHUS 2006-2: Moody's Raises Rating on Class E Notes to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Bacchus 2006-2 plc:

Issuer: Bacchus 2006-2 Plc

   -- EUR152M Class A-1 Senior Secured Floating Rate Notes due
      2022, Upgraded to Aa2 (sf); previously on Jun 22, 2011 A2
      (sf) Placed Under Review for Possible Upgrade

   -- EUR115M Class A-2A Senior Secured Floating Rate Notes due
      2022, Upgraded to Aaa (sf); previously on Jun 22, 2011 Aa2
      (sf) Placed Under Review for Possible Upgrade

   -- EUR12.9M Class A-2B Senior Secured Floating Rate Notes due
      2022, Upgraded to A1 (sf); previously on Jun 22, 2011 Baa2
      (sf) Placed Under Review for Possible Upgrade

   -- EUR39.9M Class B Senior Secured Deferrable Floating Rate
      Notes due 2022, Upgraded to Baa2 (sf); previously on
      Jun 22, 2011 Ba3 (sf) Placed Under Review for Possible
      Upgrade

   -- EUR18.5M Class C Senior Secured Deferrable Floating Rate
      Notes due 2022, Upgraded to Ba2 (sf); previously on Jun 22,
      2011 Caa1 (sf) Placed Under Review for Possible Upgrade

   -- EUR18.4M Class D Senior Secured Deferrable Floating Rate
      Notes due 2022, Upgraded to B3 (sf); previously on Jun 22,
      2011 Ca (sf) Placed Under Review for Possible Upgrade

   -- EUR12.3M Class E Senior Secured Deferrable Floating Rate
      Notes due 2022, Upgraded to Caa3 (sf); previously on
      Jun 22, 2011 Ca (sf) Placed Under Review for Possible
      Upgrade

   -- EUR6.76M Class V Combination Notes due 2022, Upgraded to B1
      (sf); previously on Jun 22, 2011 Caa1 (sf) Placed Under
      Review for Possible Upgrade

   -- EUR28.5M Class X Combination Notes due 2022, Upgraded to B1
      (sf); previously on Jun 22, 2011 B3 (sf) Placed Under
      Review for Possible Upgrade

   -- EUR33.95M Class Y Combination Notes due 2022, Upgraded to
      B2 (sf); previously on Jun 22, 2011 Caa3 (sf) Placed Under
      Review for Possible Upgrade

   -- EUR6M Class W Combination Notes due 2022, Withdrawn (sf);
      previously on Jun 22, 2011 Ba3 (sf) Placed Under Review for
      Possible Upgrade

   -- EUR6M Class Z Combination Notes due 2022, Withdrawn (sf);
      previously on Jun 22, 2011 Caa1 (sf) Placed Under Review
      for Possible Upgrade

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Classes
X and Y, the 'Rated Balance' is equal at any time to the
principal amount of the Combination Note on the Issue Date
increased by a Rated Coupon of 0.125% per annum respectively,
accrued on the Rated Balance on the preceding payment date minus
the aggregate of all payments made from the Issue Date to such
date, either through interest or principal payments. For Class V,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date minus the aggregate of
all payments made from the Issue Date to such date, either
through interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

Bacchus 2006-2 plc, issued in August 2006, is a single currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by IKB
Deutsche Industriebank AG. This transaction will be in
reinvestment period until August 2012. It is predominantly
composed of senior secured loans.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of credit improvement of the underlying portfolio
and an increase in the transaction's overcollateralization ratios
since the rating action in June 2009.

The actions reflect key changes to the modeling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modeling framework. Additional changes to the
modeling assumptions include (1) changing certain credit estimate
stresses aimed at addressing the lack of forward looking
indicators as well as time lags in receiving information required
for credit estimate updates, and (2) adjustments to the equity
cash-flows haircuts applicable to combination notes.

The overcollateralization ratios of the rated notes have improved
since the rating action in June 2009. Based on the trustee report
dated as of September 30, 2011, the Class A/B, Class C, Class D
and Class E overcollateralization ratios are reported at 120.2%,
113.3%, 107.1% and 103.5%, respectively, versus April 2009 levels
of 112.5%, 106.4%, 100.9% and 97.5%, respectively, and all
related overcollateralization tests are currently in compliance.
In particular, the Class E overcollateralization ratio has
increased due to the diversion of excess interest to deleverage
the Class E notes in the event of a Class E overcollateralization
test failure, including on the February 2011 payment date, when
EUR1.75 million of interest proceeds reduced the outstanding
balance of the Class E Notes by 13.1%. Moody's also notes that
the Class C, class D and Class E Notes are no longer deferring
interest and that all previously deferred interest has been paid
in full.

Reported WARF has increased slightly from 2887 to 2901 between
April 2009 and September 2011. The change in reported WARF
understates the actual credit quality improvement because of the
technical transition related to rating factors of European
corporate credit estimates, as announced in the press release
published by Moody's on September 1, 2010. In addition,
securities rated Caa or lower make up approximately 9.5% of the
underlying portfolio versus 20% in April 2009. Additionally,
defaulted securities has been reduced to zero compared to EUR6.8
million in April 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR380 million,
defaulted par of zero, a weighted average default probability of
22.34% (consistent with a WARF of 3013), a weighted average
recovery rate upon default of 46.62% for a Aaa liability target
rating, a diversity score of 36 and a weighted average spread of
3.07%. The default probability is derived from the credit quality
of the collateral pool and Moody's expectation of the remaining
life of the collateral pool. The average recovery rate to be
realized on future defaults is based primarily on the seniority
of the assets in the collateral pool. For a Aaa liability target
rating, Moody's assumed that 92% of the portfolio exposed to
senior secured corporate assets would recover 50% upon default,
while the remainder non first-lien loan corporate assets would
recover 10%. In each case, historical and market performance
trends and collateral manager latitude for trading the collateral
are also relevant factors. These default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed.

In addition, because of the large concentration of participation
loans with IKB as the sole counterparty (9.45% as per the trustee
report dated as of September 30, 2011), as well as the
involvement of IKB as sole servicer for 1.7% of the loans,
Moody's ran stressed bivariate risk scenarios and supplemented
its base case analysis with scenarios assuming 10% recovery rate
instead of 50% for the proportion of senior secured participation
loans, stressed IKB risk and/or assuming weighted average spread
at covenanted value.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2012 and 2015 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

(1) Moody's also notes that around 72% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Large single exposures
to obligors bearing a credit estimate have been subject to a
stress applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

(2) Weighted average life: The notes' ratings are sensitive to
the weighted average life assumption of the portfolio, which may
be extended due to the manager's decision to reinvest into new
issue loans or other loans with longer maturities and/or
participate in amend-to-extend offerings. Extending the weighted
average life of the portfolio may positively or negatively impact
the ratings of the notes depending on their seniority within the
transaction's structure.

(3) Other collateral quality metrics: The deal is allowed to
reinvest and the manager has the ability to deteriorate the
collateral quality metrics' existing cushions against the
covenant levels. Moody's analyzed the impact of assuming the
worse of reported and covenanted values for weighted average
rating factor, weighted average spread, and diversity score.
However, as part of the base case, Moody's considered spread and
coupon levels higher than the covenant levels due to the large
difference between the reported and covenant levels.

(4) Uncertainty on IKB: Moody's withdrew IKB's public ratings on
July 14, 2011. Large uncertainty arises around its ability to
service its debt obligations and being a counterparty of
participation loans. Moody's tested a scenario by stressing the
credit quality of IKB as participation counterparty.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

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

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


BACCHUS 2007-1: Moody's Raises Rating on Class D Notes to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Bacchus 2007-1 Plc:

Issuer: Bacchus 2007-1

   -- EUR218.2M Class A Senior Secured Floating Rate Notes due
      2023, Upgraded to Aa2 (sf); previously on Jun 22, 2011 A3
      (sf) Placed Under Review for Possible Upgrade

   -- EUR88M Revolving Credit Facility due 2023, Upgraded to Aa2
      (sf); previously on Jun 22, 2011 A3 (sf) Placed Under
      Review for Possible Upgrade

   -- EUR35.4M Class B Senior Secured Floating Rate Notes due
      2023, Upgraded to Baa2 (sf); previously on Jun 22, 2011 Ba3
      (sf) Placed Under Review for Possible Upgrade

   -- EUR25.5M Class C Senior Secured Deferrable Floating Rate
      Notes due 2023, Upgraded to Ba3 (sf); previously on Jun 22,
      2011 Caa1 (sf) Placed Under Review for Possible Upgrade

   -- EUR25M Class D Senior Secured Deferrable Floating Rate
      Notes due 2023, Upgraded to Caa3 (sf); previously on
      Jun 22, 2011 Ca (sf) Placed Under Review for Possible
      Upgrade

   -- EUR3M Class Y Combination Notes due 2023 (currently
      EUR2.66M outstanding Rated Balance), Confirmed at Ca (sf);
      previously on Jun 22, 2011 Ca (sf) Placed Under Review for
      Possible Upgrade

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class Y,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date minus the aggregate of
all payments made from the Issue Date to such date, either
through interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

Bacchus 2007-1 Plc, issued in April 2007, is a multi currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by IKB
Deutsche Industriebank AG. This transaction will be in
reinvestment period until April 18, 2013. It is predominantly
composed of senior secured loans (93.4%) with some exposure to
mezzanine and second lien loans (6.6%).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of an increase in the transaction's
overcollateralization ratios ("OC" ratios) due to deleveraging of
the senior notes since the rating action in April 2010.

The actions reflect key changes to the modelling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modelling framework. Additional changes to
the modelling assumptions include (1) standardizing the modelling
of collateral amortization profile, (2) changing certain credit
estimate stresses aimed at addressing the lack of forward looking
indicators as well as time lags in receiving information required
for credit estimate updates and (3) adjustments to the equity
cash-flows haircuts applicable to combination notes.

Moody's notes that the Class A notes have been paid down by
approximately 6.9% or EUR 19.3 million since the rating action in
April 2010. As a result of the deleveraging, the
overcollateralization ratios have increased since the rating
action in April 2010. As of the latest trustee report dated 30
September 2011, the Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 116.0%, 106.6%,
98.7% and 95.0%, respectively, versus February 2010 levels of
109.6%, 101.3%, 94.3% and 91.9%, respectively. Only the class A/B
OC test is currently in compliance.

The Reported WARF has increased from 3373 to 3570 between
February 2010 and September 2011. However, this reported WARF
overstates the actual deterioration in credit quality because of
the technical transition related to rating factors of European
corporate credit estimates, as announced in the press release
published by Moody's on September 1, 2010. Moody's notes as well
that the proportion of Caa assets, has remained stable, at a high
level of 25.1% as per the September 2011 report.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR 370.04
million, a weighted average default probability of 27.08%
(consistent with a WARF of 3366), a weighted average recovery
rate upon default of 47.35% for a Aaa liability target rating, a
diversity score of 41 and a weighted average spread of 3.11%. The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 93.4% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the remainder non first-lien loan corporate assets would recover
10%. In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
relevant factors. These default and recovery properties of the
collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed.

In addition, because of the large concentration of participation
loans with IKB as the sole counterparty (8.5% as per the
September 2011 Trustee report), as well as the involvement of IKB
as sole servicer for approximately 7.5% of the loans, Moody's ran
stressed bi-variate risk scenarios and supplemented its base case
analysis with scenarios assuming 10% recovery rate instead of 50%
for the proportion of senior secured participation loans,
stressed IKB rating and assuming weighted average spread at
covenanted value.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2012 and 2015 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

(1) Deleveraging: The main source of uncertainty in this
transaction is the pace at which the senior notes de-levers,
including as a consequence of OC tests failure. The longer OC
tests fail to be in compliance and the higher the weighted
average spread, the more interest proceeds will be used to redeem
the senior notes, which will benefit the rating of the senior
notes.

(2) Moody's also notes that around 92% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Further information
regarding specific risks and stresses associated with credit
estimates are available in the report titled "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published in
October 2009.

(3) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices. Realization of higher than expected recoveries
would positively impact the ratings of the notes.

(4) Uncertainty on IKB: Moody's withdrew IKB's public ratings on
July 14, 2011. Large uncertainty arises around its ability to
service its debt obligations and being a counterparty of
participation loans. Moody's tested a scenario by stressing the
credit quality of IKB as participation counterparty.

(5) The deal has significant exposure to non-EUR denominated
assets. Volatilities in foreign exchange rate will have a direct
impact on interest and principal proceeds available to the
transaction, which may affect the expected loss of rated
tranches.

(6) Weighted average life: The notes' ratings are sensitive to
the weighted average life assumption of the portfolio, which may
be extended due to the manager's decision to reinvest into new
issue loans or other loans with longer maturities and/or
participate in amend-to-extend offerings. Moody's tested for a
possible extension of the actual weighted average life in its
analysis. Extending the weighted average life of the portfolio
may positively or negatively impact the ratings of the notes
depending on their seniority with the transactions structure.

(7) Other collateral quality metrics: The deal is allowed to
reinvest and the manager has the ability to deteriorate the
collateral quality metrics' existing cushions against the
covenant levels. Moody's analyzed the impact of assuming the
worse of reported and covenanted values for weighted average
rating factor, weighted average spread and diversity score.
However, as part of the base case, Moody's considered spread
levels higher than the covenant levels due to the large
difference between the reported and covenant levels.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modelled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

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

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


EIRCOM GROUP: Denis O'Brien Walks Away From Bidding Process
-----------------------------------------------------------
Ciaran Hancock at The Irish Times reports that businessman
Denis O'Brien has decided not to table a proposal this week to
take control of Eircom Group.

It is not clear why Mr. O'Brien has decided to walk away from the
process, the Irish Times notes.

According to the Irish Times, concerns have been raised about the
rate of decline within Eircom, both in terms of customer numbers
and earnings, and whether the company could support even a
substantially reduced level of indebtedness.

Mr. O'Brien might also have had concerns about the cost of labor
at the business and structures around work practices, even though
these have changed substantially in the past few years with the
agreement of trade unions at the telecoms group, the Irish Times
states.

Mr. O'Brien's pan-Caribbean mobile-phone operation, Digicel,
operates flexible work practices and is not heavily unionized, in
contrast to Eircom, the Irish Times says.

Mr. O'Brien had previously sought to acquire Eircom, without
success, and was widely expected to submit a proposal this week,
the Irish Times discloses.  Last week, he made contact with the
employee share-ownership trust (Esot), which owns 35% of the
business, the Irish Times relates.

His exit from the bidding would appear to leave Eircom's
shareholders, Singapore-based STT and Esot, in pole position to
table a proposal that would find favor with the company's
lenders, the Irish Times notes.

Eircom has gross debts of more than EUR4 billion and has breached
its banking covenants with lenders, which have given it a waiver
until mid-December, the Irish Times discloses.

Eircom's independent directors recently asked interested parties
to submit proposals to take control of the company, the Irish
Times notes.  They set Friday as the deadline for proposals,
according to the Irish Times.

The directors are expected to make a recommendation to the
coordinating committee of the first-lien lenders, who will have
the final say in this matter, the Irish Times notes.

STT's proposal would involve an equity injection of about EUR300
million, which would be made available to the company to upgrade
its copper network to fiber, the Irish Times discloses.  The
employee Esot is expected to contribute EUR45 million to
EUR50 million of this sum in equity, the Irish Times states.

The STT-Esot proposal would involve the first-lien lenders, who
are reducing their borrowings in return for a 20% stake,
according to the Irish Times.

It is widely expected that the first-lien lenders would take a
small haircut on their EUR2.4 billion in borrowings in return for
a stake of about 20% in the business, the Irish Times says.

As reported by the Troubled Company Reporter-Europe on Sept. 16,
2011, The Irish Times related that Eircom's senior lenders agreed
to a three-month waiver of the covenants relating to
EUR2.7 billion worth of debt owed to them by the company.  The
waiver prevents a debt default by Eircom and allows the Irish
telecoms group the breathing space to restructure its loans, The
Irish Times said.

Headquartered in Dublin, Ireland, Eircom Group --
http://www.eircom.ie/-- is an Irish telecommunications company,
and former state-owned incumbent.  It is currently the largest
telecommunications operator in the Republic of Ireland and
operates primarily on the island of Ireland, with a point of
presence in Great Britain.


* Sean Quinn Bankruptcy Underscores Ireland's Spectacular Crash
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sean Quinn, once one of
Ireland's richest business leaders, voluntarily applied for
bankruptcy in the Belfast High Court Friday, marking one of the
most spectacular business failures amid the country's property
and banking crash.


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


FONDIARIA-SAI SPA: S&P Cuts Counterparty Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit and financial strength ratings on Italy-based
composite insurer Fondiaria-SAI SpA and its core subsidiary
Milano Assicurazioni SpA to 'BB+' from 'BBB-'. At the same time,
both companies' financial strength and long-term counterparty
credit ratings were placed on CreditWatch with negative
implications.

"The downgrade follows the material losses that Fondiaria-SAI
group (Fondiaria-SAI or the group) posted for the first nine
months of 2011. The rating action reflects our expectation that
the group will likely report additional losses in the fourth
quarter of 2011 that will likely exceed our current estimates,
and the resulting deterioration in the group's capitalization and
solvency position. High capital and liquidity needs at Premafin
HP SpA (not rated), the group's holding company, constrain our
assessment of Fondiaria-SAI's financial flexibility, which we
view as weak. Given the group's recent capital increase, we
regard its ability to raise additional capital as limited," S&P
related.

"The CreditWatch placement reflects our view of the group's
increasingly constrained capital adequacy and solvency position,
owing to material losses and the current highly volatile capital
markets. It also factors in our view that the current environment
may impair management's ability to implement actions to restore
the group's solvency," S&P said.

"We will resolve the CreditWatch placement following further
discussions with Fondiaria-SAI's management over the coming
weeks, in order to assess the likelihood of a recovery in the
group's capitalization and solvency position given the current
environment," S&P said.

"We could lower the ratings on Fondiaria-SAI by up to three
notches if we think it unlikely that the group will be able to
improve its capital base or if its capitalization were to
deteriorate further," S&P said.

"Conversely, we could affirm the ratings at their current level
if management were to successfully implement measures that result
in a sustained recovery of the group's capitalization," S&P said.


SOCIETA ITALIANA: S&P Lowers Counterparty Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit and insurer financial strength ratings on
Italy-based marine insurer Societa Italiana Assicurazioni e
Riassicurazioni pA (SIAT) to 'BB+' from 'BBB-'. "At the same
time, the ratings were placed on CreditWatch with negative
implications," S&P said.

"The downgrade follows a similar action taken earlier on SIAT's
parent, Italian composite insurer Fondiaria-SAI SpA (BB+/Watch
Neg/--; see 'Italian Insurer Fondiaria-SAI And Core Subsidiary
Downgraded To 'BB+' On Increased Losses; On CreditWatch
Negative,' published, Nov. 15, 2011, on RatingsDirect on the
Global Credit Portal). Under our criteria, the ratings on SIAT,
as a subsidiary of Fondiaria-SAI, are capped by those on its
parent," S&P said.

"We expect to resolve the CreditWatch within the coming weeks,
based on the resolution of our CreditWatch on the parent. A
change in the ratings on Fondiaria-SAI would prompt a similar
rating action on SIAT," S&P related.


=================
L I T H U A N I A
=================


BANKAS SNORAS: Millions of Assets May Be Missing, Regulator Says
----------------------------------------------------------------
Milda Seputyte at Bloomberg News reports that Lithuania's banking
regulator said hundreds of millions of dollars in assets may be
missing from Bankas Snoras AB (SRS1L) after the government took
over the Baltic nation's fifth biggest lender on concern it may
be insolvent.

According to Bloomberg, central bank Governor Vitas Vasiliauskas
told reporters on Tuesday that more than LTL1 billion
(US$392 million) of assets may be unaccounted for.  The regulator
said in a statement that Snoras's operations were halted until
Nov. 21 and a state administrator appointed after the lender
ignored recommendations to reduce its credit risk, Bloomberg
relates.

Snoras held LTL6.05 billion in deposits and had assets of LTL8.14
billion at the end of September, Bloomberg says, citing the
Lithuanian Banking Association.  The government guarantees bank
deposits of up to EUR100,000, Bloomberg discloses.

"The decision was taken to effectively protect the interests of
the bank's clients and the public interest to ensure confidence
in the domestic banking system and its stability," Bloomberg
quotes the central bank as saying.

The regulator, as cited by Bloomberg, said that Snoras "ignored
the instructions of the Bank of Lithuania to reduce operational
risks" and made no changes to its business activities following
advice from the central bank.

According to Bloomberg, the lender also "avoided providing
information needed for the supervisory purposes," according to
the central bank, which said "there are indications that
information submitted to the supervisory institution was false."

The Prosecutor General's office said in a statement on its Web
site that it started an investigation into Snoras's operations,
Bloomberg recounts.  It added no indictments have yet been made,
Bloomberg notes.

Bankas Snoras AB competes with Scandinavian lenders including SEB
AB, Swedbank AB (SWEDA), and Nordea AB.  It also controls
investment bank Finasta and Latvian lender Latvijas Krajbanka AS.


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


BOZEL SA: Liquidating Plan Outline to be Heard on Dec. 7
--------------------------------------------------------
Bozel, S.A., and Bozel, LLC, have filed a proposed Joint Chapter
11 Plan of Liquidation and an explanatory Disclosure Statement.

The hearing to approve the "adequacy" of the Disclosure Statement
is scheduled for Dec. 7, 2011, at 9:30 a.m.  Responses, if any,
are due by Nov. 29, 2011.

From and after the Effective Date, the Debtors will continue in
existence for the purposes of (i) winding up their affairs as
expeditiously as reasonably possible, (ii) liquidating, by
conversion to Cash, or other methods, of any remaining Bozel S.A.
Assets or Bozel, LLC Assets, as applicable, as expeditiously as
reasonably possible, (iii) enforcing and prosecuting claims,
interests, rights and privileges of the Debtors, including,
without limitation, the prosecution of Causes of Action, (iv)
resolving Disputed Claims, (v) administering the Plan, (vi)
filing appropriate tax returns and (vii) performing all such
other acts and conditions required by and consistent with
consummation of the terms of the Plan.

Under the Plan, Allowed Administrative Expense Claims, Priority
Tax Claims, Non-Priority Tax Claims and Allowed Fee Claims are
unclassified, Unimpaired and will be satisfied in full.

The Plan cancels Intercompany Claims (Class 2) and Equity
Interests in Bozel S.A. (Class 3A) and Equity Interests in Bozel,
LLC (Class 3B).  Holders of Intercompany Claims and Equity
Interests will receive no distribution under the Plan, and are
conclusively presumed to reject the Plan.

Holders of General Unsecured Claims against Bozel S.A. (Class 1A)
and General Unsecured Claims against Bozel, LLC (Class 1B) are
Impaired under the Plan and entitled to vote.

General Unsecured Claims against Bozel S.A. in Class 1A, owed
$13,661,828, will receive a recovery of between 0.00% and 12.40%,
while General Unsecured Claims against Bozel, LLC, will receive a
recovery of between 38.64% and 100%.

A copy of the disclosure statement is available for free at:

           http://bankrupt.com/misc/bozelsa.dkt352.pdf

                         About Bozel S.A.

Bozel S.A. is a company limited by shares (a "societe anonyme" or
("S.A.") organized under the Grand Duchy of Luxembourg, and
registered with the Luxembourg Trade and Companies Register under
the number B107769.  Bozel is a holding company which, at the
time of its Chapter 11 filing, owned substantially all of the
stock in Bozel Mineracao, S.A. (organized in Brazil) ("Bozel
Brazil") and Bozel Europe S.A.S. (organized in France) ("Bozel
Europe"), and continues to own Bozel, LLC (organized in the state
of Florida).

Prior to the sale of Bozel Brazil and Bozel Europe to Japan
Metals & Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its
three operating subsidiaries on three continents, was a worldwide
leader in the sale of calcium silicon ("CaSi").  Immediately
preceding its filing for bankruptcy protection, Bozel S.A. sold
over 40% of the world's CaSi powder output.  Bozel Brazil
produces primarily CaSi and cored wire, which is an industry-
preferred ingredient in the production of high quality steel and
steel alloys.  Bozel Europe produces primarily cored wire.
Bozel, LLC, formerly marketed and distributed in the United
States the products produced by Bozel Brazil.

Bozel S.A. is the sole member and manager of Bozel, LLC.

Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its amended schedules, Bozel
disclosed US$41,134,010 in assets and US$47,365,036 in
liabilities.

Bozel, LLC, filed a separate petition for Chapter 11 (Bankr.
S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011.

Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg
Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg
Traurig, LLP, in Miami, represent the Debtors as counsel.

The two cases are jointly administered under Case No. 10-11802.


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


ADAGIO CLO: Moody's Raises Ratings on Three Note Classes to 'B1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Adagio CLO I B.V.:

Issuer: Adagio CLO I B.V.

   -- EUR200M Class A-1 Senior Floating Rate Notes due 2019
      (currently EUR 135,789,678.29 outstanding), Upgraded to Aaa
      (sf); previously on Jun 22, 2011 Aa1 (sf) Placed Under
      Review for Possible Upgrade

   -- EUR7M Class A-2 Senior Fixed Rate Notes due 2019 (currently
      EUR 5,683,275.03 outstanding), Upgraded to Aaa (sf);
      previously on Jun 22, 2011 Aa1 (sf) Placed Under Review for
      Possible Upgrade

   -- EUR4.8M Class B-1 Senior Floating Rate Notes due 2019,
      Upgraded to A2 (sf); previously on Jun 22, 2011 Baa2 (sf)
      Placed Under Review for Possible Upgrade

   -- EUR21.2M Class B-2 Senior Fixed Rate Notes due 2019,
      Upgraded to A2 (sf); previously on Jun 22, 2011 Baa2 (sf)
      Placed Under Review for Possible Upgrade

   -- EUR13.5M Class C Senior Subordinated Deferrable Floating
      Rate Notes due 2019, Upgraded to Baa3 (sf); previously on
      Jun 22, 2011 Ba3 (sf) Placed Under Review for Possible
      Upgrade

   -- EUR14.55M Class D-1 Senior Subordinated Deferrable Floating
      Rate Notes due 2019, Upgraded to B1 (sf); previously on Jun
      22, 2011 B3 (sf) Placed Under Review for Possible Upgrade

   -- EUR1.7M Class D-2 Senior Subordinated Deferrable Fixed Rate
      Notes due 2019, Upgraded to B1 (sf); previously on Jun 22,
      2011 B3 (sf) Placed Under Review for Possible Upgrade

   -- EUR4.5M Class S Combination Notes due 2019 (current Rated
      Balance EUR 1,817,394.25), Upgraded to B1 (sf); previously
      on Jun 22, 2011 B3 (sf) Placed Under Review for Possible
      Upgrade

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class S,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date minus the aggregate of
all payments made from the Issue Date to such date, either
through interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

Moody's also determined that the partial repurchase by Adagio CLO
I B.V. of part of its EUR 135,789,678.29 Class A-1 notes on 21
October 2011 will not in and of itself and at this time cause the
current Moody's ratings of the notes issued by the issuer to be
reduced or withdrawn. Moody's does not express an opinion as to
whether the repurchase could have other non-credit-related
effects.

On October 21, 2011, notional amount of EUR6 million Class A-1
notes were repurchased by the issuer at an aggregate price of
95.25%. The repurchase was effected using the principal proceeds
from the principal account of the issuer. The outstanding
notional amount of the Class A-1 notes after such repurchase is
EUR130,918,299.70.

Adagio CLO I B.V., issued in October 2004, is a multi-currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European and US loans. The portfolio is managed
by AXA Investment Managers Paris S.A. This transaction has passed
the reinvestment period in November 2009. It is predominantly
composed of senior secured loans. Currently there are 46 obligors
and the diversity score is 23.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of deleveraging of the senior notes since the
rating action in December 2009.

The actions reflect key changes to the modeling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modeling framework. Additional changes to the
modeling assumptions include (1) changing certain credit estimate
stresses aimed at addressing the lack of forward looking
indicators as well as time lags in receiving information required
for credit estimate updates and (2) adjustments to the equity
cash-flows haircuts applicable to combination notes.

Moody's notes that a defect has been discovered in the rating
model related to the calculation of interest on cash. Had there
been no defect, the model would have indicated a lower expected
loss for each of the classes of notes, which could have had a
positive impact on the ratings of certain classes of notes at the
last rating action in December 2009. This defect has now been
corrected in the rating model.

The Class A notes have been paid down by approximately 19% since
the rating action in December 2009. As a result of the
deleveraging, the overcollateralization ratios have increased
since the rating action in December 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR226.74
million, defaulted par of EUR2.73 million, a weighted average
default probability of 39.81% (consistent with a WARF of 3981), a
weighted average recovery rate upon default of 47.02% for a Aaa
liability target rating, a diversity score of 23 and a weighted
average spread of 2.71%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average
recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
For a Aaa liability target rating, Moody's assumed that 92.55% of
the portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by (1) uncertainties of credit
conditions in the general economy and (2) the large concentration
of speculative-grade debt maturing between 2012 and 2015 which
may create challenges for issuers to refinance.

Sources of additional performance uncertainties are:

(1) Deleveraging: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio. Pace of amortization could vary significantly subject
to market conditions and this may have a significant impact on
the notes' ratings. In particular, amortization could accelerate
as a consequence of high levels of prepayments in the loan market
or collateral sales by the Collateral Manager or be delayed by
rising loan amend-and-extent restructurings. Fast amortization
would usually benefit the ratings of the notes.

(2) Moody's also notes that around 68% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Large single exposures
to obligors bearing a credit estimate have been subject to a
stress applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

(3) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices. Realization of higher than expected recoveries
would positively impact the ratings of the notes.

(4) The deal has significant exposure to non-EUR denominated
assets. Volatilities in foreign exchange rate will have a direct
impact on interest and principal proceeds available to the
transaction, which may affect the expected loss of rated
tranches.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011. In addition, due to the low
diversity of the collateral pool, Moody's CDOROM(TM) was used to
simulate default scenarios then applied as an input in the cash
flow model.

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

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

In rating this transaction, Moody's supplemented the model runs
by using CDOROM to simulate the default and recovery scenario for
each assets in the portfolio. Losses on the portfolio derived
from those scenarios have then been applied as an input in the
cash flow model to determine the loss for each tranche. In each
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders. By repeating
this process and averaging over the number of simulations, an
estimate of the expected loss borne by the notes is derived. The
Moody's CDOROM(TM) relies on a Monte Carlo simulation which takes
the Moody's default probabilities as input. Each asset in the
portfolio is modelled individually with a standard multi-factor
model reflecting Moody's asset correlation assumptions. The
correlation structure implemented in CDOROM is based on a
Gaussian copula. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


NXP: Moody's Assigns B2 Rating to New Sr. Sec. Debt Instruments
---------------------------------------------------------------
Moody's Investors Service has assigned (i) B2 (LGD4, 54%) ratings
to NXP's new senior secured floating rate notes due November 2016
in the amount of around US$615 , and (ii) a provisional (P)B2
(LGD4, 54%) rating to the prospective US$500 million senior
secured term loans that will be drawn as additional tranche under
NXP's existing US$500 million secured term credit agreement due
March 2017. Both debt instruments will be issued by NXP B.V. and
NXP Funding LLC and will rank pari passu with NXP's existing
senior secured debt but junior to the group's EUR500 million
senior facilities agreement and its super priority notes. The
corporate family rating (CFR) of NXP B.V. remains at B2 with a
positive outlook.

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

Assignments:

   Issuer: NXP B.V.

   -- US$500M Senior Secured Bank Credit Facility 4 March 2017,
      Assigned a range of 54 -- LGD4 to (P)B2

   -- US$615M Senior Secured Floating Rate Notes due 15 November
      2016, Assigned a range of 54 -- LGD4 to B2

Ratings Rationale

On November 10, 2011, NXP B.V. together with NXP Funding LLC
issued US$534.5 million new senior secured floating rate notes
(new FRNs) due 2016 in exchange for (i) US$250.5 million of the
group's existing USD-denominated senior secured floating rate
notes due 2013 and for (ii) EUR200.6 million of the existing
euro-denominated senior secured floating rate notes due 2013. In
a second part of the transaction, to be completed until end of
November 2011, NXP will issue another US$79.7 million senior
secured floating rate notes due 2016 under the same indenture in
exchange for existing senior secured floating rates notes due
2013 and/or cash.

With the announced private exchange transaction, NXP continues to
make progress in addressing its 2013 debt maturities. Moody's
understands that the proceeds of the additional US$500 million
senior secured term loans due March 2017 will also be applied
towards refinancing of the company's existing secured debt. NXP's
refinancing strategy continues to evolve. If it involves
eventually the redemption of substantial amounts of unsecured
debt it may well reduce the cushion supporting the ratings for
secured debt in Moody's Loss Given Default methodology and thus
lead possibly to a downgrade of the secured instrument ratings.

The current positive outlook on the ratings recognizes the
company's potential for sizable cash generation following the
ramp down of the cash cost for restructuring and the full
realization of the targeted cost savings (US$900 - US$950 million
per annum compared with September 2008). Robust cash generation
would also support further progress in de-leveraging and/or
refinancing upcoming debt maturities.

NXP's B2 CFR continues to be supported by (i) well-established
leadership positions in different markets with different
underlying growth drivers, broadening range of innovative
products, underpinned by substantial barriers-to-entry,
"stickiness" of relationships with a diversified customer base in
identification, consumer electronics and automotive industry;
(ii) increasing operating flexibility and cost reductions
achieved through the implementation of NXP's Redesign program
that make the group better positioned for the next downturn.

However, the B2 rating remains constrained by (i) the high
technology risk and inherent cyclicality of semiconductor
industry; (ii) currently limited demand visibility in NXP's
markets due to heightened macroeconomic uncertainty; (iii) NXP's
very volatile historic performance, significant cash burn in
downturn years and only modest positive free cash flow achieved
so far; (iv) still relatively high leverage for the peak of the
cycle (4.1x debt/EBITDA for LTM 2Q 2011 or around 3.6x pro-forma
for Sound Solution).

Moody's would consider a rating upgrade, if (i) NXP moves to a
last 12 months free cash flow above EUR300 million; (ii) the
company sustains solid profitability and a gross debt/LTM EBITDA
ratio at or below 3.5x; and (iii) there is good visibility about
the refinancing options for the 2013 debt maturities.

Rating pressure would develop if NXP experienced a return to
significant annual cash burn or declining semiconductor volumes,
depressing its profitability such that its debt/EBITDA ratio
rises above 5x and not only temporarily.

The principal methodology used in rating NXP B.V. was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Eindhoven, Netherlands, NXP Semiconductors is a
leading semiconductor company. Its High Performance Mixed Signal
and Standard Product solutions are used in a wide range of
applications, including automotive, identification, wireless
infrastructure, lighting, industrial, mobile, consumer and
computing. NXP posted sales of US$4.4 billion in 2010.


===========
N O R W A Y
===========


SEABIRD EXPLORATION: Extends Grace Period to Nov. 23
----------------------------------------------------
Based on the ongoing due diligence process with Fugro Norway AS
and the restructuring dialogue with key stakeholders, Norsk
Tillitsmann ASA has granted extensions of the SBX01 RET and the
SBX02 RET with a grace period of five and two business days,
respectively, bringing the payment date to Nov. 23, 2011 for both
bond loans.  The extension is given on the condition that
interest and default interest will accrue pursuant to the bond
agreement.  The extension may be terminated at any time upon (i)
the receipt by the Bond Trustee of a written instruction from the
appropriate number of the voting bonds to revoke the extension of
the grace period, or (ii) a bondholders' meeting resolves to
revoke the extension of the grace period.

SeaBird Exploration PLC is a global provider of marine solutions
for seabed acquisition of 3D/4C/4D multimode seismic data with
OBN operations, marine 2D and 3D seismic data, and associated
products and services to the oil and gas industry. SeaBird
specializes in high quality operations within the high end of the
source vessel and 2D market, as well as in the shallow water
2D/3D market.  Main focus for the company is proprietary seismic
surveys (contract seismic).  Main success criteria for the
company are an unrelenting focus on Health, Safety, Security,
Environment and Quality (HSSEQ), combined with efficient
collection of high quality seismic data.


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


BANK OF MOSCOW: Moody's Changes Outlook on Ratings to Stable
------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the ratings of JSC Bank of Moscow.

These ratings now carry a stable outlook: Ba2 long-term local and
foreign currency debt and deposit ratings, Ba3 long-term foreign
currency subordinated debt rating and E+ standalone bank
financial strength rating (BFSR), which maps to B2 on the long-
term scale.

Ratings Rationale

Moody's said the change in rating outlook is prompted by the
execution of the initial stages of the rehabilitation plan, which
was adopted in July 2011 to address Bank of Moscow's asset
quality and capital problems. In September 2011, Russia's Bank
VTB obtained formal control (81%) over Bank of Moscow, and
immediately thereafter Bank of Moscow received a RUB295 billion
stabilization loan from Russia's Deposit Insurance Agency (DIA).
In addition, a new RUB100 billion capital injection is expected
from Bank VTB (scheduled for year-end 2011).

These developments signal the stabilization of Bank of Moscow's
financial position and progress in integrating Bank of Moscow
into VTB group.

Stable outlook on standalone rating

According to Moody's, the stabilization of the outlook on the E+
BFSR (mapping to B2 on the long-term scale) is driven by the
following positive developments:

(1) the loan from the DIA will enable Bank of Moscow to record an
    immediate RUB150 billion gain under IFRS, which will allow
    the bank to partially restore its Tier 1 and total capital
    ratios (H1 2011: 5.4% and 8.6%, respectively);

(2) the formal inclusion in VTB group will help to stabilize and
    grow Bank of Moscow's funding base (the bank has lost 24% of
    its corporate deposit base and 17% of its retail base since
    September 2010);

(3) the new RUB100 billion capital injection will enable Bank of
    Moscow to start restoring its franchise value and
    profitability.

At the same time, Moody's highlights significant uncertainties
which act as a counterweight to these positive factors. As the
adequacy of loan loss provisions has been qualified by the
auditors in their audit opinion, the amount of future losses in
the loan book and, as a result, the impact on the bank's capital
remains subject to revision. Moreover, the timeframe of the
RUB100 billion new capital injection from Bank VTB may be
postponed. These considerations could prolong the recovery of
Bank of Moscow's franchise value.

Stable outlook on supported ratings

The stable outlook on Bank of Moscow's long-term ratings reflects
Moody's expectation that the bank will become increasingly
integrated with VTB group in the medium term, which acts as a
counterweight to the still significant uncertainty about the
timeframe and degree of such integration, as well as the risks
associated with Bank of Moscow's standalone financial strength.

Given the inclusion of Bank of Moscow into VTB group, the long-
term ratings reflect Moody's assessment of a high level of
parental support from VTB.

The high level of support is based upon: (i) Bank of Moscow's
status as a principal subsidiary under formal control of VTB
group; (ii) significant progress in operational integration into
VTB group (e.g. line of business reporting, risk management and
treasury); (iii) strong strategic fit -- Bank of Moscow, with its
solid position in servicing corporate and retail business in the
Moscow region (including municipal entities and Moscow government
programs) will significantly increase VTB's penetration in that
region; and (iv) Bank of Moscow's ultimate importance for the
politically sensitive Moscow region and the banking system as a
whole -- as the sixth-largest bank in Russia.

Principal Methodologies

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007.

Headquartered in Moscow, Russia, Bank of Moscow reported total
assets of RUB761 billion (approximately US$27 billion) and net
income of RUB349 million (US$12 million), according to
(unaudited) IFRS at H1 2011.


BANK UNIASTROM: Moody's Reviews NSR for Downgrade
-------------------------------------------------
Moody's Interfax Rating Agency has placed on review for downgrade
the Aa3.ru National Scale Rating (NSR) of Bank Uniastrum.

Ratings Rationale

Moody's Interfax said the review for downgrade of Uniastrum's NSR
was driven by the rating agency's recent rating action on
Uniastrum's parent -- Bank of Cyprus (BoC, which owns an 80%
stake in Uniastrum) -- whereby BoC's deposit ratings were
downgraded by one notch and all the parent's ratings were placed
on review for downgrade.

The rating agency said that it continues to maintain an
assumption of a high probability of parental support from BoC to
its Russian subsidiary, which results in a two-notch uplift of
Uniastrum's deposit ratings of Ba3 from the bank's long-term
scale of B2 in accordance with Moody's Joint-Default Analysis
("JDA") Methodology. However, Moody's further explained that any
downgrade of BoC's standalone rating, should it occur following
the review initiated with respect to this rating, or any
perception of a diminished support from BoC to Uniastrum going
forward will likely lead to a downgrade of its Russian
subsidiary's NSR.

Principal Methodologies

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007.

Headquartered in Moscow, Russia, Uniastrum reported -- under
audited IFRS -- total assets of US$2.8 billion as at December 31,
2010 and net profits of US$13.3 million for the year then ended.

Moody's Interfax Rating Agency's National Scale Ratings (NSRs)
are intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks. NSRs differ from Moody's
global scale ratings in that they are not globally comparable
with the full universe of Moody's rated entities, but only with
NSRs for other rated debt issues and issuers within the same
country. NSRs are designated by a ".nn" country modifier
signifying the relevant country, as in ".ru" for Russia. For
further information on Moody's approach to national scale
ratings, please refer to Moody's Rating Implementation Guidance
published in August 2010 entitled "Mapping Moody's National Scale
Ratings to Global Scale Ratings".

About Moody's and Moody's Interfax

Moody's Interfax Rating Agency (MIRA) specializes in credit risk
analysis in Russia. MIRA is a joint-venture between Moody's
Investors Service, a leading provider of credit ratings, research
and analysis covering debt instruments and securities in the
global capital markets, and the Interfax Information Services
Group. Moody's Investors Service is a subsidiary of Moody's
Corporation (NYSE: MCO).


BANK UNIASTROM: Moody's Places 'Ba3' Deposit Ratings on Review
--------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
Ba3 long-term local and foreign currency deposit ratings of Bank
Uniastrum. The bank's E+ bank financial strength rating ("BFSR")
and Not Prime short-term local and foreign currency deposit
ratings remained unchanged. The outlook on E+ BFSR is stable.

Ratings Rationale

Moody's said the review for downgrade of Uniastrum's deposit
ratings was driven by the rating agency's recent rating action on
Uniastrum's parent -- Bank of Cyprus (BoC, which owns an 80%
stake in Uniastrum) -- whereby BoC's deposit ratings were
downgraded by one notch and all the parent's ratings were placed
on review for downgrade. (For more details on Moody's recent
rating actions on BoC please refer to a separate press release
dated November 8, 2011 on moodys.com).

The rating agency said that it continues to maintain an
assumption of a high probability of parental support from BoC to
its Russian subsidiary, which results in a two-notch uplift of
Uniastrum's deposit ratings of Ba3 from the bank's long-term
scale of B2 in accordance with Moody's Joint-Default Analysis
("JDA") Methodology. However, Moody's further explained that any
downgrade of BoC's standalone rating, should it occur following
the review initiated with respect to this rating, or any
perception of a diminished support from BoC to Uniastrum going
forward will likely lead to a downgrade of its Russian
subsidiary's supported ratings.

Principal Methodologies

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007.

Headquartered in Moscow, Russia, Uniastrum reported -- under
audited IFRS -- total assets of US$2.8 billion as at December 31,
2010 and net profits of US$13.3 million for the year then ended.


OTP OJSC: Fitch Rates RUB4-Bil. Exchange Bond Issue at 'BB'
-----------------------------------------------------------
Fitch Ratings has assigned OJSC OTP Bank's RUB4 billion senior
unsecured exchange bond issue B0-03 a final Long-term rating of
'BB' and National Long-term rating of 'AA-(rus)'.

The issue has a coupon rate of 10.50% and matures in October
2014.  The bonds have put option in one year.

OJSC OTP Bank ('BB'/Stable) is a mid-sized Moscow-based retail
bank, ranked 38th by total assets at end-Q311.  The bank was the
second largest point-of-sale lender with market share of 19.9% of
receivables as of October 1, 2011. The bank is 97.7% owned by OTP
Bank Plc (Hungary).


PROMSVYAZBANK: Fitch Affirms Issuer Default Rating at 'BB-'
-----------------------------------------------------------
Fitch Ratings has affirmed Russia-based Promsvyazbank's (PSB)
Long-term Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook.

The affirmation reflects the bank's broad franchise (PSB is among
the 10 largest Russian banks by assets with a strong regional
presence), reasonable pre-impairment income generation, which
provides a cushion to absorb credit losses, and the currently
comfortable liquidity position, which underpins financial
flexibility in working out remaining asset quality problems.  At
the same time, the bank's capital position remains weak, loan
impairment continues to be recognized and asset concentrations
are high.

Although PSB's pre-impairment income reduced in H111, it was
still equal to an annualized 3.1% of average gross loans,
providing meaningful loss absorption capacity, while the
relatively low level of accrued interest (equal to 4% of interest
income in H111) suggests reasonable revenue quality.  However,
the net interest margin weakened to 4.8% on the back of tough
competition from state-owned banks and the low proportion of
higher-yielding retail loans.  Impairment charges have remained
elevated, in contrast to most Russian banks which have seen lower
provisions or write backs in 2010-H111, and Fitch expects credit
costs to continue to constrain profitability in the near term.

Reported asset quality indicators have improved due to slower
creation of NPLs and significant loan write offs and sales.
However, the portfolio is concentrated, reflecting the bank's
corporate focus, and concentration risks are particularly
significant relative to the low equity base.  Construction and
real estate lending (end-2010: equal to 1.7x core capital) is
also significant, while reported related-party lending (22% of
capital at end-H111) is close to the covenanted maximum level of
25%.

While specific and general reserves fully covered reported NPLs,
restructured loans comprised a further 11.6% of the book at end-
H111, and reserves on some of the largest of these exposures seem
thin compared to the risks of the projects financed.  In Fitch's
view, work-outs of pre-crisis legacy exposures are likely to
weigh on the bank's balance sheet in the near to medium term.  In
addition, about RUB27bn of assets (58% of core capital) are tied
up in various categories of real estate holdings, including both
the bank's own premises and properties acquired during the
crisis, which limits the bank's free capital.

In view of significant impairment and concentrations, Fitch
considers capital a rating weakness. PSB's regulatory
capitalization has always been tight, and at end-October 2011 the
ratio was 10.3%, only slightly above the 10% statutory minimum.
Basel I ratios, based on IFRS accounts, have been higher, with
the Tier 1 and total ratios standing at 10.1% and 13.9%,
respectively, at end-H111.  The Basel total ratio is covenanted
to remain above 10% in eurobond documentation.  However, this is
less of a constraint at present than regulatory capital
requirements.  Additional loss absorption capacity through
statutory accounts is negligible at present, although under IFRS,
Fitch estimates that the bank could have reserved an additional
5.1% of the loan book at end-H111 without breaching the capital
covenant.

The bank raised EUR65 million (RUB2.7 billion) of subordinated
debt from its majority shareholders in August 2011, and a share
capital increase of around RUB4bn is expected by year-end.
However, the injection will increase IFRS equity only by a
moderate 9%, and Fitch expects capitalization to remain a credit
weakness for the foreseeable future.

The bank pursues a rather conservative liquidity policy and
highly liquid assets (cash, equivalents, net interbank placements
and unpledged lombard list securities) were equal to 20% of
customer funding at end-September 2011.  This seems comfortable
relative to the 9% drop in PSB's deposits during October 2008,
the acute stage of the last liquidity stress in Russia, in
particular given that in Fitch's view, the Russian authorities
would probably make additional liquidity available to the
country's leading banks in case of renewed market stress.
Although funds from state-related entities are lumpy and non-
core, PSB retains sufficient liquidity to repay these at
maturity.  Refinancing risk is low, providing PSB is able to
avoid any debt acceleration, as the bank has to refinance
domestic and international wholesale funding equal to a moderate
4.1% of liabilities in 2012-2013.

Upside potential for the ratings is currently limited given
capital and asset quality weaknesses. Downward pressure could
arise if there is a renewed downturn in the Russian economy,
resulting in significant further deterioration in asset quality
and hence pressure on the bank's capital.

The rating actions are as follows:

Long-term foreign currency IDR affirmed at 'BB-', Outlook Stable
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating affirmed at 'bb-'
Individual Rating affirmed at 'D'
Support Rating affirmed at '4'
Support Rating Floor affirmed at 'B'
Senior unsecured rating affirmed at 'BB-'
Subordinated debt rating affirmed at 'B+'


=====================================
S E R B I A   &   M O N T E N E G R O
=====================================


KAP: May Face Bankruptcy Over Debts; Gov't Seeks Solution
---------------------------------------------------------
BBC Monitor Euro, citing Montenegrin newspaper Vijesti Web site,
reports that Vladimir Kavaric, the Montenegrin minister of the
economy, on Nov. 8 said there is a risk of KAP [Podgorica
Aluminium Complex] going bankrupt because of the company's heavy
debts.

"The Government platform is to ensure the long-term
sustainability of the KAP [Podgorica Aluminium Complex] through a
source of electricity and debt restructuring," BBC Monitor Euro
quotes Mr. Kavaric as saying.  "What we are trying to do together
is avoid that bankruptcy because, in view of the technological
constraints KAP faces as opposed to the Niksic Ironworks, that is
definitely a solution none of the interested parties would like."

He said that there was always a risk of bankruptcy of strongly
indebted companies, such as the KAP, BBC Monitor Euro notes.

According to BBC Monitor Euro, Mr. Kavaric concluded that, "What
the Government is interested in is that an agreement is reached
as soon as possible, but, unfortunately, that does not depend on
us alone."

KAP [Podgorica Aluminium Complex] is a Montenegrin aluminium
plant.


* SERBIA & MONTENEGRO: Intercompany Debt Claims Rise in October
---------------------------------------------------------------
BBC Monitor Euro, citing Montenegrin newspaper Vijesti Web site's
Marija Mirjacic, reports that intercompany debt claims are still
growing in Montenegro.

According to BBC Monitor Euro, latest data of the Central Bank of
Montenegro show that intercompany debt claims totaled
EUR363 million at the end of October, or EUR13.5 million (3.86%)
more than the previous month, when they stood at
EUR349.4 million.

In addition to intercompany debt claims, there was also a rise in
the number of companies whose accounts have been frozen, from
14,750 in late September to 14,982, or by 1.57%, BBC Monitor Euro
notes.

The concentration of debt is still high -- the 10 biggest debtors
hold EUR78.7 million (21.69%) and the 50 biggest debtors hold
EUR162.2 million (44.69%) of the funds in the frozen accounts,
BBC Monitor Euro discloses.


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


OCTAPHARMA NORDIC: Moody's Changes Outlook on 'Ba1' CFR to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the Ba1 corporate family rating (CFR) of Octapharma
Nordic AB.

Ratings Rationale

"The change of outlook to stable reflects the progressive
normalisation of Octapharma's operations with the return of the
product Octagam to the European and US markets," says Marie
Fischer-Sabatie, a Moody's Vice President -- Senior Credit
Officer and lead analyst for Octapharma. Indeed, both the US Food
and Drug Administration (FDA) and the European Medicines Agency
(EMA) suspended the marketing authorisation of Octapharma's
products Octagam 5% and Octagam 10% in September 2010, following
the reporting of serious side-effects as a result of the
administration of Octagam 5%. After several months in which
Octapharma reviewed and made changes to its production process,
the EMA approved the re-launch of the products. The approval took
place in May 2011 and Octagam has been back on the European
market since June. More recently, in early November, the FDA
approved the return of Octagam to the US market. Moody's expects
the product to be distributed again in the US before year-end.

The plasma derivatives industry has a specific production
process, whereby various products are derived from the same
original plasma raw material. Therefore, the inability for
Octapharma to sell certain of these products (i.e. Octagam 5% and
10%, representing around 50% of sales) had a heavily negative
impact on its performance with costs being largely fixed and
resulted in it generating negative free cash flow. As a result of
the re-launch of Octagam, Moody's expects that the company will
return to positive free cash flow and that its credit metrics
will consequently return to strong levels. However, there remains
some uncertainty as to whether Octapharma will be able to regain
the lost market share of Octagam and at which selling price.
Moody's estimates that Octapharma will initially operate with a
lower profitability level.

The Ba1 rating of Octapharma continues to incorporate (i) its
relatively small size; (ii) its focus on one activity, plasma-
derived products, and the company's corresponding vulnerability
with regard to possible market imbalances and negative pricing
movements; and (iii) the safety risks inherent in Octapharma's
activity. These negative rating drivers are balanced by (i)
Octapharma's limited level of debt outstanding; (ii) the private
status of the company, which offers some benefits, including what
Moody's perceives to be a relatively risk-averse approach by
management; (iii) favorable volume dynamics in the market, with
growth expected from emerging markets, earlier diagnosis of
patients and line extensions of existing products; and (iv)
barriers to market entry, including the high degree of capital-
intensiveness and regulatory constraints.

Upward pressure on the rating could develop to the extent
Octapharma can evidence that it has stabilized its operating
model, reestablished its market positions and regained its
historically strong financial profile. The reestablishment of a
track record of managing safety risks and/or improvement in its
diversification profile could exert further upward pressure on
Octapharma's rating. Conversely, downward pressure could be
exerted on the rating if Octapharma were unable to regain the
lost market share of Octagam and/or had to sell this product at
very low prices, resulting in credit metrics remaining
significantly below historical levels.

The principal methodology used in rating Octapharma Nordic AB was
the Global Medical Products & Device Industry Methodology
published in October 2009.

Headquartered in Lachen, Switzerland, Octapharma is privately
owned by the Marguerre family. Established in 1983, the company
is one of the largest commercial providers of plasma derivatives
worldwide and its business model consists of the collection,
extraction, purification and subsequent marketing of proteins.
Octapharma generated sales of EUR718 million in 2010.


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


ASYA KATILIM: Fitch Affirms Issuer Default Rating at 'B+'
---------------------------------------------------------
Fitch Ratings has affirmed Asya Katilim Bankasi A.S.'s Long-term
Issuer Default Rating (IDR) at 'B+' with a Stable Outlook.

Asya's ratings are driven by the bank's standalone financial
strength, reflected by its Viability Rating (VR) of 'b+'.  The VR
reflects Asya's modest size, a track record of rapid loan growth,
a fairly narrow product range, which makes competition more
difficult, and rather tight capital ratios, which are likely to
constrain growth.  Positively, Asya is Turkey's largest
participation bank (PB) and its key financial ratios remain
sound.  Asset quality ratios are holding up well and the bank's
deposits are stable, well distributed and mainly sourced from the
retail sector.

PBs provide interest-free banking services, broadly in line with
Islamic principles.  In total, PBs control deposit and loan
market shares of 4.2% and 5.3%, respectively (Asya: 1.7% and 2%).
Growth potential exists but competition is tough and interest-
free constraints mean that PBs cannot offer all types of banking
products.

In addition, Asya, like other smaller banks in Turkey, will in
the longer-term need to demonstrate that its business model can
remain viable, as competition in the sector increases and the
country's larger banks continue to dominate the banking sector.
In the short term, there is also considerable uncertainty as to
whether the Turkish economy is able to achieve a 'soft landing'
after recent high credit growth and unsustainably high economic
growth.  However, Fitch's base case is that any deterioration in
the operating environment and in bank credit quality will be
moderate.

Asya's assets and liabilities are not interest-bearing and are
not therefore directly impacted by Turkey's low interest rate
environment.  However, Asya must compete with traditional banks
when pricing deposits and loans.  PBs cannot lend at variable
rates so repricing loans is impossible.  Returns on deposits are
linked to the profit share generated by the fixed-rate loan book,
which reduces pricing flexibility.

Asya's loan book is dominated by corporate and commercial loans
(45%) and SME loans (37%), with little retail exposure (housing
loans 10%; credit cards 7%).  Asset quality indicators show an
improving trend.  Impaired loans represented 3.5% of gross end-
H111 loans (PB peer average: 3.1%).  All loans are backed by
collateral and are repayable monthly, enabling the early
detection of servicing problems.

Management's internal target is to maintain a total regulatory
capital ratio of 13%-14%. Asya's growth plans are quite
ambitious.  Given weakening profitability and plans to grow
capital through retained earnings, expansion plans may be
thwarted if fresh capital is not raised.  However, Asya's
strategy is to grow higher margin lending, particularly in areas
set to benefit from more favorable capital allocations under
Basel II, expected to be introduced in Turkey in mid-2012.

Asya is 47.5% owned by a large number of businessmen, none of
whom control more than 5% of the bank.  The remaining shares are
listed on the Istanbul Stock Exchange.  The board meets on a
weekly basis and members are readily available to advise the
executive management team.  Changes in senior executive positions
have been frequent since 2010 but this does not appear to have
generated any instability in the bank's strategic focus.

An upgrade of the VR would depend on Asya's ability to
demonstrate that it can continue to grow and maintain a sound
risk profile, while facing harsher operating conditions. Fitch
believes challenges are considerable.

The rating actions are as follows:

Asya Katilim Bankasi A.S.:

  -- Long-term foreign currency and local currency IDR: affirmed
     at 'B+' Outlook Stable

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

  -- National Long-term rating: affirmed at 'A-(tur)' '; Outlook
     Stable

  -- Viability Rating: affirmed at 'b+'

  -- Support Rating: affirmed at '5'

  -- Support Rating Floor: affirmed at 'NF'

  -- Individual Rating: affirmed at 'D'

  -- Forthcoming Medium-term senior unsecured sukuk issue:
     affirmed at 'B+(exp)':


DOGAN YAYIN: Fitch Upgrades Issuer Default Ratings to 'B+'
----------------------------------------------------------
Fitch Ratings has upgraded Dogan Yayin Holding's (DYH) Long-term
foreign and local currency Issuer Default Ratings (IDRs) to 'B+'
from 'B'.  These ratings have simultaneously been removed from
Rating Watch Negative (RWN), and the agency has assigned a Stable
Outlook to DYH's IDRs.

The upgrade reflects the resolution of the tax issues related to
the significant tax fines which had been levied on the company
since 2008, the completion of the TRY1 billion capital increase
as of H111 and the finalization of asset sales including two
newspaper titles and more recently the loss-making Star TV.

DYH's management restructured tax and tax penalties amounting to
more than TRY4 billion in accordance with the Law 6111 and
settled these out of court.  Fitch understands that DYH will pay
a total of TRY1.07 billion including interest to the tax
authorities under a 36 month installment plan with bimonthly
payments and expects that the cash inflow from the capital
increase will be strictly used to cover these payments for the
next three years.  Fitch also acknowledges the positive
developments related to the company's operational performance in
2010 and 9M11 due mainly to the broadcasting segment driven by
its top ranked TV station Kanal D, despite the publishing
segment's falling margins.

The ratings also reflect the reduction in DYH's high consolidated
leverage and related liquidity risk (DYH's maturities are still
concentrated in 2012 and 2013) after capital injections by the
parent Dogan Holding and the disposal of some of its media
subsidiaries that will be used to reduce leverage at the Dogan TV
(DYH's broadcasting subsidiary) level.  Fitch expects a more
conservative consolidated net debt to EBITDA metric of 4.1x at
FYE11 versus the company management's expectation of 2.5x and to
deleverage further due to its improved operating performance and
cash inflows from asset sales.

The Stable Outlook is based on DYH's leading market position in
print, broadcasting and digital media as the company has
maintained its position as the leader by a wide margin despite
rising competition, but the company's share in ad spend is
expected to decline to below 35% after the recent asset
disposals.  The agency also expects continued long-term growth in
ad spend in line with economic growth in Turkey, but also notes
that short to mid-term volatility may be expected if economic
growth suffers due to the weaker global environment.

The ratings are more dependent on the group's broadcasting
businesses' cash generating capability as advertising revenue and
EBITDA generated by Kanal D -- now that Star TV has been sold --
are driving the group. Furthermore, the sale of the loss making
Star TV will support the broadcasting segment EBITDA and increase
2012 EBITDA by more than TRY40 million based on Fitch's
expectations.  On a weaker note, D-SMART, the digital platform
business poses the main risk for the broadcasting segment despite
the fact that it has cut its operating losses in 9M11 owing to
the growth of the subscriber base.  Fitch notes that a break-even
EBITDA at D-SMART would be a major boost to group EBITDA,
probably expected by FY13 at the earliest.

A longer track record of sound operating profitability and
evidence of higher EBITDA margins at the broadcasting level after
the sale of Star TV, signs of a turn-around at D-SMART and
deleveraging to a consolidated net debt to EBITDA metric of below
3x may result in an upgrade.  DYH's underlying creditworthiness
will be mainly driven by the improved operational performance of
its broadcasting subsidiaries, and the credit quality of its main
operating subsidiaries, Hurriyet Gazetecilik ve Matbaacilik A.S.
(Hurriyet; 'B+'/Stable) and Kanal D in the print and broadcasting
segments respectively.  Dogan TV is expected to make a
significant contribution to DYH's dividend income in the next few
years -- as Kanal D's operating performance has vastly improved
with 30+% EBITDA margins recorded in 2010-11.

DYH is owned by the Dogan Group through Dogan Sirketler Grubu
A.S. (74.53%), the Dogan Family (2.3%) and Aydin Dogan Vakfi
(0.67%), giving the Dogan Group a combined 77.5% equity holding
and voting interests.  The remaining 22.5% of DYH's shares are
free float.


HURRIYET GAZETECILIK: Fitch Affirms Issuer Default Rating at 'B+'
-----------------------------------------------------------------
Fitch Ratings has affirmed Hurriyet Gazetecilik ve Matbaacilik
A.S.'s, a newspaper subsidiary of Dogan Yayin Holding AS (DYH,
'B+'/Stable), Long-term foreign and local currency Issuer Default
Ratings (IDRs) at 'B+'.  The agency has also affirmed Hurriyet's
National Long-term rating at 'A(tur)'.  The ratings have
simultaneously been removed from Rating Watch Negative (RWN), and
the agency has assigned them a Stable Outlook.

The affirmation reflects Hurriyet's leading market position,
relatively high leverage, and its still robust free cash flow
(FCF) generation capability despite lower EBITDA margins both
domestically and at its main subsidiary, Trader Media East (TME).
Hurriyet displays healthy revenue growth in line with the pick-up
in the domestic newspaper advertising market.  The company has a
9.9% share of daily newspaper sales in Turkey and 37% of domestic
newspaper advertising revenue.  Domestic operations remain strong
with healthy high single digit ad spend growth.  However, higher
newsprint prices and the depreciation of the TRY, as well as
costs related to the new title, Radikal, put significant pressure
on operating profitability in 9M11.

Hurriyet's Long-term IDRs are now at the same level as the IDRs
of its parent company, Dogan Yayin Holding AS.  This approach is
consistent with Fitch's Parent and Subsidiary Rating Linkage
criteria.  The linkages include Hurriyet being one of the key
drivers of DYH's creditworthiness, and management overlap.  This
is despite perceived weaker links between DYH and Hurriyet due to
inherent dividend restrictions (DYH has a 67% stake in Hurriyet,
the rest is free float).  DYH's guarantee of Hurriyet's debt
relates to the acquisition of TME, but Hurriyet does not provide
any cross-guarantees for other DYH group companies.  Fitch notes
that the acquisition of TME and the higher credit metrics
associated with the transaction have increased Hurriyet's risk
profile.

The ratings also reflect Hurriyet's still healthy but falling
pre-dividend FCF (TRY36.8 million in 2010 versus TRY87.5 million
in 2009 versus) generation capability mainly due to lower EBITDA
margins and higher cash taxes.  The company paid high dividends
of TRY58 million in 2010, for the first time in four years, and
is expected to continue to pay dividends, albeit at a lower rate
due to its high leverage metrics.  Fitch expects the company to
have net consolidated debt to EBITDA (excluding interest-bearing
trade liabilities, but including the put option for TME shares)
of less than 3.2x at FY11 but would require further deleveraging
towards 2x before considering positive rating action.

Fitch underlines the structural trend of falling circulation and
the declining share of newspapers in the local ad market spending
relative to television and the internet since 2008.  Fitch
expects this trend to continue in the medium term as the internet
increases its share of ad spending to 15% in the next five years.
Fitch also notes that the structural decline in TME's operating
margins due to price-based competition and the negative impact of
internet.  TME was a 95% print business at the time of its
acquisition and the transition to online has been painfully slow
with direct competition from the internet, mainly in the
lucrative Moscow region.

Exposure to DYH group wide risks is a significant credit
constraint on Hurriyet due to the strong rating linkage between
the company and DYH.  Consequently, a downgrade or upgrade of
DYH's rating would have direct implications for Hurriyet's
ratings.  A reduction of consolidated net debt/EBITDA to less
than 1x, as a result of FCF and higher EBITDA margins, and a
significant turnaround of TME through its online strategy would
also be positive for the ratings.


TURKLAND BANK: Fitch Affirms Individual Rating at 'D'
-----------------------------------------------------
Fitch Ratings has affirmed Turkey-based Turkland Bank A.S.'s (T-
Bank) Long-term Issuer Default Rating (IDR) at 'BBB-' with a
Stable Outlook.

The affirmation of the bank's IDRs and Support Rating reflect
Fitch's view of the high probability of support from T-Bank's 50%
ultimate shareholder, Jordan-based Arab Bank plc ('A-'/Stable),
and other entities of the Arab Bank group.  In assessing support,
Fitch views positively Arab Bank's commitment to T-Bank in the
form of regular cash capital injections and cooperation with T-
Bank where T-Bank uses the expertise and knowledge of its
shareholders in the area of trade finance as well as the
shareholders' global network.  However, Fitch notes T-Bank's
limited importance for Arab Bank's balance sheet and performance
due to its small size, as well as that it only holds a 50% stake.

T-Bank's 'b+' Viability Rating reflects the bank's small size,
its therefore limited franchise, weaker performance than its
peers and only adequate capitalization.  The rating also
considers improving asset quality and sound liquidity.

With only a 0.2% market share in total Turkish banking system
assets as of end-H111, T-Bank has a limited balance sheet and in
Fitch's view, is faced with challenges in developing its
franchise given the high competition in the sector.  The bank's
performance is weaker than its peers, in part due to scale
effects.

The shareholders have demonstrated their willingness to support
the bank through numerous capital injections, the latest of which
was TRY130m in October 2011.  The total capital adequacy ratio is
expected to rise to 20% (from 12% at end-H111) with the latest
capital injection, but the bank forecasts the ratio to decrease
to 12% in 18 to 24 months, which Fitch would regard as only
adequate.

T-Bank's asset quality is improving with slower new non-
performing loan (NPL) creation, continued collections and NPL
sales, resulting in the NPL ratio falling to 3.6% at end-H111,
slightly higher than the banking sector average of 2.9%.  The
majority of T-Bank's funding comes from customer deposits, while
reliance on wholesale funding remains low.  The short-term nature
of T-Bank's loan book and its stable deposit base provide comfort
in terms of liquidity management.

Fitch views an upgrade of T-Bank's VR as unlikely, given its
small franchise in a competitive and challenging operating
environment.  Downside risk to the VR would come from a severe
deterioration in asset quality causing a substantial
deterioration in capitalization.

T-Bank had 27 branches at end-H111. Apart from Arab Bank group,
Lebanon-based Bank Med Sal (unrated) is the other shareholder of
T-Bank with 50%. T-Bank provides corporate, commercial and SME
banking services and offers retail banking as a complementary
business.

The rating actions are as follows:

  -- Long-term foreign and local currency IDRs: affirmed at
     'BBB-'; Outlook Stable

  -- Short-term foreign and local currency IDRs: affirmed at 'F3'

  -- National Long-term Rating: affirmed at 'AAA(tur)'; Stable
     Outlook

  -- Viability Rating: affirmed at 'b+'

  -- Individual Rating: affirmed at 'D'

  -- Support Rating: affirmed at '2'


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


BRITISH ARAB: Fitch Maintains Watch Negative on 'BB' IDR
--------------------------------------------------------
Fitch Ratings has maintained British Arab Commercial Bank's
(BACB) 'BB' Long-term Issuer Default Rating (IDR) and 'bb'
Viability Rating on Rating Watch Negative (RWN).

BACB's IDRs are driven by its intrinsic strength, as indicated by
its Viability Rating.  The Support Rating is based on potential
support from the bank's major shareholder, the Libyan Foreign
Bank (LFB).  Although support from the LFB is possible, it is
difficult for Fitch to assess the likelihood of support given the
current circumstances in Libya, and therefore the lowest Support
Rating of '5' has been maintained.

The bank's Viability Rating is driven by its currently sound
capitalization, and its competent management team, but also
factors in significant concentration, primarily on the deposit
side, and the fact that a substantial part of the bank's
business, and also of its deposit base, are Libyan.  The
situation in Libya has improved since the last time Fitch carried
out a review in August 2011, but there is still sufficient
uncertainty which leads the agency to maintain the RWN.  There is
also the increasing unrest in certain other countries in the
Middle East (Syria, Yemen) which is likely to have a negative
impact on BACB's business and profitability.

London-based BACB was established in 1972. The bank is a niche
provider of short-term trade finance to wholesale customers in
the Middle East and North African markets.  Other areas of
activity include international payments, treasury and project and
term lending. BACB is 83.5% owned by the Libyan Foreign Bank
(LFB).  Despite BACB's majority ownership by the LFB,
international sanctions do not apply to BACB itself.

The rating actions are as follows:

  -- Long-term IDR at 'BB'; RWN maintained

  -- Short-term IDR at 'B'; RWN maintained

  -- Viability Rating at 'bb'; RWN maintained

  -- Individual Rating at 'D'; RWN maintained

  -- Support Rating affirmed at '5'


ENNSTONE PLC: Phoenix Capital Advised Unit on Sale to Bardon
------------------------------------------------------------
Phoenix Capital Resources acted as the exclusive financial
advisor to Ennstone, Inc., in conjunction with its acquisition by
Bardon, Inc., d/b/a Aggregate Industries Management, Inc., a
subsidiary of publicly traded Holcim Ltd.  The specific terms of
the transaction are undisclosed.

Phoenix Capital Resources was engaged by Ennstone to explore
strategic alternatives, including a potential sale of the
Company. Ennstone was seeking a liquidity event after
outperforming its restructuring plan following its emergence from
Chapter 11 bankruptcy protection in March of 2010.  The
transaction was led by Michael E. Jacoby, Adam S. Cook and Donald
J. Cunningham.

"As with most special situations transactions, the process was
challenging at times, but a successful outcome was achieved for
Ennstone's constituents and for Aggregate Industries, alike,"
said Adam Cook, Managing Director and Head of Investment Banking
at Phoenix Capital Resources.

                       About Phoenix Capital

For over 25 years, Phoenix Capital Resources --
http://www.phoenixmanagement.com/-- has provided smarter,
operationally focused solutions for middle market companies in
transition.  Phoenix Capital Resources provides seamless
investment banking solutions including M&A advisory, complex
restructurings and capital placements.  Phoenix Management
Services provides turnaround, crisis and interim management,
specialized advisory and operational due diligence services for
both distressed and growth oriented companies.

                        About Ennstone Inc.

Ennstone Inc. is the U.S. unit of U.K. based Ennstone plc.

Ennstone plc is engaged in the production of construction
materials.  The Company, through its subsidiaries, is involved in
quarrying, production and sale of aggregates, and related
activities.  In the United Kingdom, it has three trading
subsidiaries: Ennstone Johnston, which operates throughout the
Midlands and East Anglia with seven quarries, two of which are
sand and gravel units, eight asphalt plants, five concrete plants
and three contracting operations; Ennstone Thistle, which
operates north of the central belt in Scotland with 16
operational quarries, two sand and gravel units, 11 asphalt
plants, 21 concrete plants and four contracting operations, and
Ennstone Concrete Products, which operates from three locations
in England, and has the customer base mainly in the drainage,
water utilities, rail and construction sector. In July 2007, it
acquired Keplinger Lime Co. Inc. In January 2008, it acquired the
ready mixed concrete and surfacing business of TSL Contractors
Limited.

Ennstone Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Va. Case No. 09-31204) on Feb. 24, 2009, estimating assets of
less than US$50 million on debts exceeding US$50 million.

The Debtor's counsel is:

         David I. Swan, Esq.
         dswan@mcguirewoods.com
         McGuire Woods LLP
         1750 Tysons Blvd. Suite 1800
         McLean, VA 22102
         Tel: (703) 712-5365


HAMPSON INDUSTRIES: May Breach Covenants Following Losses
---------------------------------------------------------
Alistair Gray at The Financial Times reports that Hampson
Industries has warned that it is on course to breach covenants to
which lenders only recently agreed, after interim pre-tax losses
at the maker of aerospace tools and components widened to
GBP31 million (US$49 million).

A little more than a year ago, a profit warning forced the
company to renegotiate the terms of its loans, the FT recounts.

Hampson, which supplies Airbus and Boeing, has lost 85% of its
market value this year, hit by cuts in defense spending and
problems relating to acquisitions, the FT says.  Net debt stood
at GBP89 million at end-September, the FT discloses.

Lending terms stipulate that the ratio of earnings before
interest, tax and amortization (ebita) to net interest must not
fall below 2.7 times, and that net debt to EBITDA, which also
includes depreciation, must not rise above 4.25, the FT notes.
With those levels at 2.71 and 3.92 times, respectively, the
company, as cited by the FT, said that it was likely to breach
covenant tests from December 2012.  Much of its debt facilities
expire in April 2013, the FT states.

Sales in the six months to end-September fell from GBP83.3
million to GBP76.7 million, according to the FT.  The pre-tax
loss, which widened from GBP1.9 million, came after restructuring
and other charges of GBP31.5 million, the FT relates.

Hampson Industries is a British provider of engineering services
to the aerospace and automotive industries.


LEEK FINANCE: Moody's Lifts Rating on Class Dc Notes From 'Caa3'
----------------------------------------------------------------
Moody's Investor Services has upgraded all mezzanine and junior
classes of notes issued by Leek Finance Number Seventeen PLC
(Leek 17), Leek Finance Number Eighteen PLC (Leek 18) and Leek
Finance Number Nineteen PLC (Leek 19). The full list of affected
ratings can be found at the end of the press release.

Ratings Rationale

The rating action reflects (i) the increased credit enhancement
in the transactions following the implementation of structural
amendments announced on June 6, 2011; (ii) the performance of the
transactions to date; and (iii) the negative outlook for UK non-
conforming residential mortgage-backed securities (NC RMBS).

- INCREASED CREDIT ENHANCEMENT

Leek 17, 18 and 19 have each purchased additional assets in the
form of UK gilts, which they funded via the issuance of class K
VFN notes. Payments to these notes rank junior to payments due to
the rated notes and the reserve fund replenishment. Bi-annual
interest received on the UK gilts is included in applied income
and is distributed in accordance with the relevant priority of
payments. The gilts have maturity dates in September 2016 for
Leek 17 and March 2018 for Leek 18 and Leek 19. In accordance
with the relevant priority of payments, principal amounts
received from the gilts will be added to applied principal and
used to repay rated notes, if still outstanding, on the following
IPD.

As a result of these structural amendments, credit enhancement
available to rated notes has increased. As of June 2011,
additional credit enhancement provided to the rated notes equals
30.6% in Leek 17, 28.1% in Leek 18 and 32.0% in Leek 19.

- PORTFOLIO PERFORMANCE

Moody's considers the performance of all three transactions to be
in line with expectations.

Leek 17 portfolio arrears have improved since the last review in
2010. As of June 2011, loans more than three months in arrears
are 10.9%, compared to 14.7% in June 2010. Cumulative losses have
increased from 1.3% to 1.4%.

Leek 18 portfolio arrears have improved since the last review in
2010. As of June 2011, loans more than three months in arrears
are 8.8%, compared to 12.0% in June 2010. Cumulative losses have
increased from 1.5% to 1.7%.

Leek 19 portfolio arrears have improved since Moody's last rating
action in 2009. As of June 2011, loans more than three months in
arrears are 9.4%, compared to 14.2% in June 2009. Cumulative
losses have increased from 1.4% to 2.4%.

- NEGATIVE OUTLOOK FOR UK NC RMBS

The outlook for UK NC RMBS collateral performance is negative
because of (i) unfavourable economic conditions; (ii) on-going
fiscal consolidation; and (iii) potential future interest rate
increases from the current historical lows. Moody's considers NC
borrowers to be particularly sensitive to such risks.

- KEY ASSUMPTIONS AND SENSITIVITY ANALYSIS

Moody's has maintained the expected loss and Milan Aaa CE
assumptions for each transaction. The expected loss Moody's
assumed is 3.3% as of the original portfolio balance for Leek 17,
4.5% for Leek 18 and 6.0% for Leek 19. The Milan Aaa CE used in
the analysis is 23.0% as a percentage of the current portfolio
balance for Leek 17, 24.5% for Leek 18 and 25.0% for Leek 19.

Moody's tested the sensitivity of the ratings to various stress
scenarios. The results show that the ratings would be able
withstand an increase in the expected loss assumption of 40%, all
other parameters remaining constant. Similarly, the ratings would
be able to withstand a 40% increase in the MILAN Aaa CE
assumption, all other parameters remaining constant.

These assumptions remain subject to uncertainties such as the
future general economic activity, interest rates and house
prices. If realised recovery rates were to be lower or default
rates were to be higher than assumed, the rating would be
negatively affected.

- OTHER AMENDMENTS ANNOUNCED ON JUNE 2, 2011

The structural amendments include the introduction of a put
option date, upon which the rated note noteholders can choose to
have their notes redeemed by issuers at par less any outstanding
principal deficiency attributable to those notes. The notes will
be redeemed from the proceeds of the Co-operative Bank
subscribing to further class J VFN notes. If some but not all of
noteholders exercise the option, the credit support under all
notes will not be affected, as the redeemed notes will be
replaced by class J VFN notes. Moody's notes that the failure by
the issuer to redeem the notes at the put option date does not
constitute an event of default under the terms and conditions of
the notes. Moody's rating addresses the expected loss posed to
investors by the legal final maturity and therefore does not
address the likelihood of notes being redeemed on a put option
date.

An additional coupon was added to senior class A2 notes. It is
paid out of loan proceeds due from the Co-operative Bank. If
insufficient payment is received from the Co-operative Bank to
make additional coupon payments, the shortfall will be covered
using other issuer cash flows, but such shortfall will be paid
junior to other payments due to the rated notes and the reserve
fund. Moody's rating of the senior notes does not address payment
of this additional coupon.

The principal methodology used in these ratings was Moody's
Approach to Rating RMBS in Europe, Middle East, and Africa
published in October 2009.

In rating these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
the corresponding loss for each class of notes is calculated
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss for each tranche is the sum product of (i) the
probability of occurrence of each default scenario; and (ii) the
loss derived from the cash flow model in each default scenario
for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

LIST OF AFFECTED SECURITIES

Issuer: Leek Finance Number Seventeen PLC

   -- EUR105.6M Mc Notes, Upgraded to Aa1 (sf); previously on
      Aug 7, 2008 Confirmed at Aa3 (sf)

   -- GBP22M Ba Notes, Upgraded to Aa2 (sf); previously on
      Apr 12, 2006 Definitive Rating Assigned A2 (sf)

   -- EUR48M Cc Notes, Upgraded to A2 (sf); previously on Apr 12,
      2006 Definitive Rating Assigned Baa2 (sf)

   -- EUR39.5M Bc Notes, Upgraded to Aa2 (sf); previously on
      Apr 12, 2006 Assigned A2 (sf)

Issuer: Leek Finance Number Eighteen PLC

   -- GBP12.5M Ma Notes, Upgraded to Aa1 (sf); previously on
      Oct 27, 2006 Definitive Rating Assigned Aa3 (sf)

   -- GBP25.9M Ba Notes, Upgraded to Aa3 (sf); previously on
      Oct 27, 2006 Definitive Rating Assigned A3 (sf)

   -- GBP6M Ca Notes, Upgraded to A3 (sf); previously on Oct 27,
      2006 Definitive Rating Assigned Baa2 (sf)

   -- EUR83.7M Mc Notes, Upgraded to Aa1 (sf); previously on
      Oct 27, 2006 Assigned Aa3 (sf)

   -- EUR26M Bc Notes, Upgraded to Aa3 (sf); previously on
      Oct 27, 2006 Assigned A3 (sf)

   -- EUR49M Cc Notes, Upgraded to A3 (sf); previously on Oct 27,
      2006 Assigned Baa2 (sf)

Issuer: Leek Finance Number Nineteen PLC

   -- GBP23M Ma Notes, Upgraded to Aa1 (sf); previously on Dec 3,
      2009 Confirmed at Aa2 (sf)

   -- GBP12M Ba Notes, Upgraded to Aa3 (sf); previously on Dec 3,
      2009 Downgraded to Baa1 (sf)

   -- GBP6M Ca Notes, Upgraded to A3 (sf); previously on Dec 3,
      2009 Downgraded to B1 (sf)

   -- GBP13M Da Notes, Upgraded to Baa3 (sf); previously on
      Dec 3, 2009 Downgraded to Caa3 (sf)

   -- EUR68M Mc Notes, Upgraded to Aa1 (sf); previously on Dec 3,
      2009 Confirmed at Aa2 (sf)

   -- EUR51M Bc Notes, Upgraded to Aa3 (sf); previously on Dec 3,
      2009 Downgraded to Baa1 (sf)

   -- EUR32.9M Cc Notes, Upgraded to A3 (sf); previously on
      Dec 3, 2009 Downgraded to B1 (sf)

   -- EUR6.7M Dc Notes, Upgraded to Baa3 (sf); previously on
      Dec 3, 2009 Downgraded to Caa3 (sf)


NETWORK TRADING: Four Hotels in Administration Sale
---------------------------------------------------
Catherine Deshayes at Business Sale reports that four hotels
located across Northern Ireland have been put onto the market
following the owners' collapse into administration.

The hotels for sale include three in County Antrim -- the
Highways in Larne, the Coast Road in Carrickfergus and the Marine
in Ballycastle -- and one, the Fort Lodge Hotel, in Enniskillen,
according to Business Sale.   The report relates that both the
Highways and the Marine have asking prices of GBP800,000, meaning
that the banks are not likely to recoup all of their funds.

Business Sale notes that while Northern Bank lent McAlister
Investments around GBP1.3 million, it would still stand to lose a
substantial amount of money even if the full asking price for the
hotel was achieved.   The report notes that one of the other
hotels for sale, The Coast Road Hotel, shut its doors to
customers earlier this year when its owner was shut down
following an unpaid tax bill.

As reported in the Troubled Company Reporter Europe on Dec. 13,
2010, Belfast Telegraph said that Network Trading Group Limited,
which collapsed in October, owes Bank of Scotland almost GBP43
million.   According to Belfast Telegraph, the company owned a
number of commercial properties and sites, all secured on a
GBP42.5 million loan from the Bank of Scotland.  Belfast
Telegraph noted that in the Companies House report, administrator
John Hansen of accounting firm KPMG, said the value of the eight
properties and sites is estimated to be significantly lower than
the loan outstanding to the bank.  Osborne King and BTW Shiells
have been appointed by the administrator as marketing agents for
the buildings, Belfast Telegraph disclosed.

Network Trading Group Limited is a Co Down-based property
company.  It was controlled by Adrian Nicholl.


NORTHERN ROCK: Acquired by Virgin Money for GBP747 Million
----------------------------------------------------------
BBC News reports that Northern Rock is being sold to Virgin Money
for GBP747 million.

The bank was nationalized in 2008 following its near collapse at
the onset of the global credit crunch, BBC recounts.  The
government subsequently split the bank into two, Northern Rock
plc, and Northern Rock (Asset Management), into which was placed
its bad debt, BBC discloses.

Northern Rock plc will be rebranded as Virgin Money, which has
pledged no compulsory job cuts for three years, BBC says.

According to BBC, the government said Northern Rock customers
would see no change to their accounts and services and would not
need to take any action.

BBC business editor Robert Peston said taxpayers had injected
GBP1.4 billion into Northern Rock plc.  He added that in addition
to the immediate GBP747 million the government will get back
following the completion of the sale, there is the potential for
the Treasury to receive a further GBP280 million over the next
few years, BBC notes.

"So on paper, taxpayers end up with a loss of somewhere between
GBP400 million and GBP650 million," BBC quotes Mr. Peston as
saying.

The size of the losses contained in the bad bank part of Northern
Rock are still uncertain, but could amount to as much as GBP21
billion, BBC states.

The sale of Northern Rock plc is expected to be completed on
January 1, 2012, according to BBC.

The government, as cited by BBC, said it had no plans to sell
Northern Rock (Asset Management).

Virgin Money has pledged to establish a new headquarters in
Newcastle, where Northern Rock is based, BBC discloses.
According to BBC, it also agreed not to close any branches and
instead to increase their number "as the business' growth
allows", and support Northern Rock's charitable foundation for a
year.

Operating some 70 branches across the UK, Northern Rock offers
residential mortgages and savings accounts, including variable
cash and fixed-rate Individual Savings Accounts (or ISAs, which
are tax-exempt savings accounts offered in the UK), as well as
bonds and traditional savings accounts.  The bank also offers
financial planning and mortgage-related insurance and life
assurance products through third-party providers.


PHONES4U FINANCE: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.K.-
based mobile phone retailer Phones4u Finance PLC (Phones4u) to
negative from stable. "At the same time, we affirmed our 'B+'
long-term corporate credit rating on Phones4u," S&P said.

"In addition, we affirmed our issue rating of 'BB' and recovery
rating of '1' on Phones4u's GBP125 million super senior revolving
credit facility (RCF). We also affirmed our issue rating of 'B+'
and recovery rating of '3' on the company's GBP430 million senior
secured notes," S&P said.

The outlook revision reflects deterioration in Phones4u's
operating performance and credit metrics in the nine months to
Sept. 30, 2011, in the context of a challenging macroeconomic
environment for U.K. retailers. Phones4u's earnings have been
impaired by pressure on gross margins from strong competition,
increased claims costs in its insurance business, and a delay in
the release of the latest iPhone (iPhones account for 20%-25% of
Phones4u's sales).

"According to Phones4u's financial results for the nine months to
Sept. 30, 2011, revenues were up 2.6% on the corresponding period
the previous year, driven by new store openings, while reported
EBITDA was down 25% to GBP74.1 million. We have therefore revised
downward our full-year 2011 reported EBITDA forecast to GBP120
million from GBP140 million on turnover of about GBP940 million.
This scenario factors in uplift in fourth-quarter earnings from
new product releases and Christmas sales, albeit on a lower basis
than in 2010," S&P said.

"The forecast EBITDA shortfall has caused Phone4u's credit
metrics to move toward the low end of the aggressive category,
with Standard & Poor's-adjusted debt to EBITDA of about 5x by
year-end 2011, free cash flow generation likely falling 25%-35%
short of our initial forecast of about GBP75 million, and funds
from operations (FFO) to debt of about 16%. For 2012, we expect
the operating environment to remain difficult, with moderate
revenue growth and EBITDA broadly in line with 2011, alongside a
nonamortizing debt structure," S&P said.

"In our view, a further decline in earnings could cause
Phones4u's credit metrics and free cash flow generation to weaken
further, causing the company's financial risk profile to slip
into the highly leveraged category. This is in the context of the
challenging macroeconomic environment for the U.K. retail sector,
and depends on the company's performance in the important year-
end quarter. We could lower the rating if gross margins were to
deteriorate further, causing reported EBTIDA to fall to less than
GBP110 million, with an adjusted debt-to-EBITDA ratio exceeding
5x," S&P said.

"We could revise the outlook to stable if margins were to
stabilize and earnings were to improve thanks to revenue growth
on the back of new store openings. A revision of the outlook to
stable depends on Phones4u sustaining adjusted debt to EBITDA at
less than 5x and FFO to debt at more than 15%," S&P said.

Ratings upside is limited and would likely result from material
debt reduction by means of an equity injection, with adjusted
debt to EBITDA of less than 4x.


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


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the
full potential of organized efforts.  These are the quick fixes
to which the title of this book refers.  The jargon of the quick
fix is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author
of numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout
the corporation and is lasting.  At best, when a corporation
relies on an alluring, and sometimes little more than
fashionable, idea, it is a wasteful distraction.  At worst, it
can skew a corporate organization and its operations, thereby
allowing the corporation's true problems or weaknesses to grow
until they become ruinous.  As the author puts it, "Essentially,
it is not the single approach of culture, strategy, or
restructuring that is inherently ineffective.  Rather, each is
ineffective only if it is applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to
break this self-defeating cycle, the author offers a five-track
program. The five tracks, or elements, of this program are
corporate culture, management skills, team-building, strategy-
structure, and reward system.  These elements are interrelated.
The virtue of Kilmann's multidimensional five-track program is
that it addresses a corporation in its entirety, not simply parts
of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does
more, though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *