TCREUR_Public/111209.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Friday, December 9, 2011, Vol. 12, No. 244

                            Headlines



G R E E C E

GLITNIR BANK: Former Executives Released From Custody in Probe
* GREECE: Standard & Poor's Reviews 'CCC' Ratings on Four Banks


H U N G A R Y

MALEV HUNGARIAN: Government Explores Rescue Options


I C E L A N D

LANDSBANKI ISLANDS: Makes First Payment on Icesave Claims


I R E L A N D

SILK ROAD: S&P Puts 'B-' Rating on Class C1-J Notes on Watch Pos.


I T A L Y

DEXIA CREDIOP: Moody's Downgrades Rating on DCC Notes


L I T H U A N I A

BANKAS SNORAS: Court Backs Central Bank's Bankruptcy Petition


N E T H E R L A N D S

ENDEMOL BV: Lenders Seeks Majority Ownership
REFRESCO GROUP: S&P Affirms 'BB-' Long-Term Corp. Credit Rating


P O R T U G A L

BANCO BPI: Fitch Downgrades Rating on Mortgage Covered Bonds


R U S S I A

AK BARS BANK: Moody's Cuts Global Local Currency Rating to 'B1'
BRUNSWICK RAIL: Moody's Assigns 'Ba3' CFR; Outlook Stable
* ASTRAKHAN CITY: Fitch Affirms 'B+' Long-Term Currency Ratings


S L O V E N I A

* SLOVENIA: Concluded Receivership Proceedings Up 26% in November


S P A I N

BANCO CEISS: Moody's Assigns Rating to Covered Bonds
CAJA DE AHORROS: Banco Sabadell to Buy Bank for EUR1


S W E D E N

SAAB AUTOMOBILE: Has "Very Few Days" to Avert Bankruptcy


U N I T E D   K I N G D O M

HELLAS TELECOM: Noteholders Sue TPG, Apax for EUR268MM Over Notes
LINCOLN CITY FC: Boss Assures Club Won't Fall Into Administration
NEW CITY: Goes Into Administration, Cuts 30++ Jobs
RANK GROUP: S&P Raises Long-Term Corp. Credit Rating to 'BB-'
ROADCHEF ISSUER: Fitch Affirms Ratings on Two Note Classes at B-

SHENOY AND CO: In Administration, Can't Meet Obligations
TRAMLINE RE: S&P Assigns 'B-' Rating to Class A Notes
YELL GROUP: Debt Restructuring Talks Set to Be Extended


X X X X X X X X

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses


                            *********


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G R E E C E
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GLITNIR BANK: Former Executives Released From Custody in Probe
--------------------------------------------------------------
Iceland Review reports that former CEO of Glitnir Bank Larus
Welding and two other former executives of the bank were released
from custody on Monday afternoon.

According to Iceland Review, Special Prosecutor Olafur Thor
Hauksson had finished questioning them.

The three executives were arrested in an extensive action
organized by the Special Prosecutor's office on November 30,
Iceland Review relates, citing ruv.is.

Eight investigative teams have since worked around the clock,
questioning tens of people due to suspicion on serious market
abuse in Glitnir before the bank collapse in 2008, Iceland Review
relates.

Mr. Hauksson requested a week-long custody over four men but the
request was only granted in the case of three of those arrested,
Iceland Review discloses.  The detainees appealed the custody
verdict but it was confirmed by the Supreme Court of Iceland on
Dec. 2, Iceland Review notes.

The reason for the custody was primarily to prevent the men from
agreeing on a joint testimony, Iceland Review says.  They didn't
know on what evidence the special prosecutor based his case
before questioning, Iceland Review states.

                       About Glitnir Banki

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

Judge Stuart Bernstein of the U.S. Bankruptcy Court for
the Southern District Court of New York granted Glitnir
permission to enter into a proceeding under Chapter 15 of the
U.S. bankruptcy code on January 6, 2008.


* GREECE: Standard & Poor's Reviews 'CCC' Ratings on Four Banks
---------------------------------------------------------------
Standard & Poor's Ratings Services reviewed its ratings on four
Greek banks by applying its new ratings criteria for banks, which
were published Nov. 9, 2011.

"We will publish individual research updates on each bank,
including a list of ratings on affiliated entities, and the
ratings by debt type -- senior, subordinated, junior
subordinated, and preferred stock. The research updates will be
available at www.standardandpoors.com/AI4FI and on RatingsDirect
on the Global Credit Portal. Ratings on specific issues will be
available on RatingsDirect on the Global Credit Portal and
www.standardandpoors.com," S&P said.

Ratings List
                               To                   From
National Bank of Greece S.A.   CCC/Negative/C CCC/Negative/C

EFG Eurobank Ergasias S.A.     CCC/Negative/C CCC/Negative/C

Alpha Bank A.E.                CCC/Negative/C CCC/Negative/C

Piraeus Bank S.A.              CCC/Negative/C CCC/Negative/C


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H U N G A R Y
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MALEV HUNGARIAN: Government Explores Rescue Options
---------------------------------------------------
Jens Flottau at Aviation Week reports that the Hungarian
government is searching for new ways to save financially
distressed Malev Hungarian Airlines and may be prepared to let it
fail.

According to Aviation Week, Development Minister Tamas Fellegi
says negotiations with a potential European investor are at an
advanced stage and could be concluded by next year.  Business
daily Vilaggazdasag reported on Tuesday that the government is in
talks with Unimex Group, the parent of Czech charter airline
Travel Service, Aviation Week relates.

The initiative comes as Chinese HNA Group indicated it is no
longer interested in Malev, Aviation Week notes.  Mr. Fellegi
claims Hainan was never looking at buying Malev, but was instead
exploring ways of cooperation, Aviation Week discloses.

A decision on the sale of Malev would not be made before a
European Commission decision on alleged illegal state aid for the
airline, Aviation Week states.  Mr. Fellegi concedes that the EC
may well rule the financial support was illegal, forcing the
airline to pay back several billions of forint in subsidies,
Aviation Week says.  As late as November, the government was
mulling another HUF5 billion (US$21 million) capital increase for
the airline, Aviation Week recounts.

Meanwhile, Kurt Hofmann at Air Transport World reports that the
Hungarian government was not willing to invest any more funds
into Malev.

Malev Hungarian Airlines is Hungary's national carrier.


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I C E L A N D
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LANDSBANKI ISLANDS: Makes First Payment on Icesave Claims
---------------------------------------------------------
Omar R. Valdimarsson at Bloomberg News reports that Iceland has
made the first payment to cover about US$11 billion in depositor
losses stemming from the U.K. and Netherlands, moving the island
closer to ending a three-year dispute with the two countries.

According to Bloomberg, failed lender Landsbanki Islands hf,
which sold the Icesave Internet accounts outside Iceland, on
Wednesday disbursed ISK432 billion (US$3.6 billion) to creditors
with priority claims, including U.K. and Dutch authorities, which
have already compensated depositors who risked losing their
savings when the bank tumbled three years ago.

Wednesday's payment "is close to one-third of the recognized
priority claims," Bloomberg quotes the winding-up board of
Landsbanki as saying in a statement on its Web site.  "In tandem
with making the payments, the winding-up board deposited in
special escrow accounts an equivalent percentage of all equally
ranked claims which are still disputed or where resolution of
disputes is not yet concluded."

                      About Landsbanki Islands

Landsbanki Islands hf, also commonly known as Landsbankinn in
Iceland, is an Icelandic bank.  The bank offered online savings
accounts under the "Icesave" brand.  On October 7, 2008, the
Icelandic Financial Supervisory Authority took control of
Landsbanki and two other major banks.

Landsbanki filed for Chapter 15 protection on Dec. 9, 2008
(Bankr. S.D. N.Y. Case No.: 08-14921).  Gary S. Lee, Esq., at
Morrison & Foerster LLP, represents the Debtor.  When it filed
for protection from its creditors, it listed assets and debts of
more than US$1 billion each.


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I R E L A N D
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SILK ROAD: S&P Puts 'B-' Rating on Class C1-J Notes on Watch Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
positive implications its ratings on Silk Road Plus PLC's series
2, 5, 6, and 10 synthetic collateralized debt obligation (CDO)
transactions.

"During our monthly run of transactions on version 5.1 of our CDO
evaluator, the four tranches placed on CreditWatch positive had
synthetic rated overcollateralization (SROC) levels in excess of
100% at higher ratings than the current ratings as of Nov. 30,
2011," S&P said.

"For all the transactions that we ran on our CDO evaluator, we
applied the top obligor and industry test SROCs, as well as the
results of the Monte Carlo default simulation," S&P said.

"By the end of the month, we intend to review the tranches listed
with ratings that we placed on CreditWatch positive, along with
any other tranches with ratings that are presently on CreditWatch
negative or positive, in accordance with our current CDO
criteria," S&P said.

Ratings Placed on CreditWatch Positive

Silk Road Plus PLC
Limited-recourse secured floating-rate
credit-linked notes series 2 class B1-U
To                       From           Issue amount
B (sf)/Watch Pos         B (sf)         US$70.0 mil.

Limited recourse secured floating-rate
credit-linked notes series 5 class C1-J
To                       From           Issue amount
B- (sf)/Watch Pos        B- (sf)        JPY1.0 bil.

Limited-recourse secured variable return
combination credit-linked notes series 6
class B3-U
To                       From           Issue amount
BpNRi (sf)/Watch Pos     BpNRi (sf)     US$14.0 mil.

Limited recourse secured floating-rate
credit-linked notes series 10 class A1-E
To                       From           Issue amount
BB- (sf)/Watch Pos       BB- (sf)       EUR10.0 mil.


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I T A L Y
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DEXIA CREDIOP: Moody's Downgrades Rating on DCC Notes
-----------------------------------------------------
Moody's Investors Service has downgraded to Baa3(sf) from A2(sf)
the ratings of the notes issued by DCC - Dexia Crediop per la
Cartolarizzazione S.r.l. The ratings remain on review for
downgrade.  Moody's downgraded the notes following the downgrade
of Dexia Crediop S.p.A on November 11, 2011, taking into account
the current credit quality of the securitized pool backing the
notes.  The rating action concludes the rating review of the
transaction that was initiated on May 24, 2011.

Ratings Rationale

The rating action reflects (i) the transaction's high linkage to
Dexia Crediop (Ba3 on review for downgrade), which acts as
originator, servicer, guarantor, swap counterparty and reserve
account holder; and (ii) the quality of the assets backing the
notes.

The transaction is highly linked to Dexia Crediop, which acts as
originator, servicer, guarantor, swap counterparty and reserve
account holder. Therefore, Moody's rating approach has considered
a similar probability of default for the bank and for the notes
in this transaction. However, the ratings of the notes are three
notches above the bank's rating. This reflects a lower expected
loss on the notes resulting from the benefit given to the credit
quality of the pool of assets. Moody's has maintained the rating
of the notes under review for downgrade pending the conclusion of
Dexia Crediop rating review.

-- NOTES BACKED BY LOCAL GOVERNMENT LOANS

The notes issued by DCC, an Italian special purpose entity
incorporated under Law 130/99 and fully owned by Dexia Crediop,
are backed by a portfolio of loans to Italian central, regional
and local governments granted by Dexia Crediop.

In addition, the notes benefit from an irrevocable, first demand
guarantee from Dexia Crediop, covering interest and principal
payments on the notes. During its review, Moody's obtained loan-
by-loan information on the underlying pool of assets and analyzed
its credit quality.

Currently, the pool includes approximately 320 Italian public
debtors, mainly regions (54%), municipalities (28%) and provinces
(18%). The biggest debtors in the pool are the Italian regions of
Sardegna, Liguria, Piemonte, Umbria and Lazio, which together
represent approximately 43% of the current pool balance. These
biggest debtors are all rated by Moody's. Moody's assessed the
creditworthiness of the remaining borrowers using Q scores, which
have been updated in November 2011.

-- UNDERLYING ASSET POOL'S CREDIT QUALITY IN LINE WITH Baa RATING

Moody's conclusion is that the pool of underlying assets has a
credit quality in line with a Baa rating. As Q scores do not
carry credit indicators, such as ratings reviews and outlooks,
Moody's performed several stress tests. By downgrading all actual
ratings and Q scores by two notches, the portfolio credit quality
moves to the lower end of the Baa range.

The main source of uncertainty in the analysis relates to the
evolution of (i) the credit quality of Dexia Crediop; and (ii)
the future general economic situation in Italy and the subsequent
credit quality of Italian public entities, which constitute the
borrowers in the underlying pool of assets of this transaction.
If Dexia Crediop were to be further downgraded or if the economic
situation were to deteriorate further in Italy and public
entities were to be downgraded, the rating of the notes would be
negatively affected.

As explained above, Moody's methodology considers a linkage to
the rating of Dexia Crediop and gives some benefit to the credit
quality of the underlying pool of assets.

In performing the rating review of this transaction, Moody's used
CDOROM to model the cash flows and determine the loss for tranche
A. The Moody's CDOROM(TM) is a Monte Carlo simulation which takes
the Moody's default probabilities as input. Each corporate
reference entity is modelled individually with a standard multi-
factor model incorporating intra- and inter-industry correlation.
The correlation structure is based on a Gaussian copula. In each
Monte Carlo scenario, defaults are simulated. Losses on the
portfolio are then derived, and allocated to the notes in reverse
order of priority to derive the loss on the notes issued by the
Issuer. 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.

List of affected ratings

Issuer: DCC - DEXIA CREDIOP PER LA CARTOLARIZZAZIONE S.r.l.

   -- EUR1128.851M Serie 2004-1 Classe A 1,128,851,000 Titoli a
      tasso variabile scadenza 2039 Notes, Downgraded to Baa3
      (sf) and Remains On Review for Possible Downgrade;
      previously on May 24, 2011 A2 (sf) Placed Under Review for
      Possible Downgrade.

   -- EUR1005.965M Serie 2005-1 Classe A 1,005,965,000 Titoli
      Asset Backed-1 Notes, Downgraded to Baa3 (sf) and Remains
      On Review for Possible Downgrade; previously on May 24,
      2011 A2 (sf) Placed Under Review for Possible Downgrade.

   -- EUR2300M Serie 2008-1 Classe A 2,300,000,000 Titoli Asset
      Backed Notes, Downgraded to Baa3 (sf) and Remains On Review
      for Possible Downgrade; previously on May 24, 2011 A2 (sf)
      Placed Under Review for Possible Downgrade.


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L I T H U A N I A
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BANKAS SNORAS: Court Backs Central Bank's Bankruptcy Petition
-------------------------------------------------------------
According to Bloomberg News' Milda Seputyte, the Baltic News
Service, citing the Vilnius district court's spokesman Gintautas
Stalnionis, reports that the court backed the Lithuanian central
bank's request to begin bankruptcy proceedings against Bankas
Snoras AB after the lender collapsed last month.

As reported by the Troubled Company Reporter-Europe on Nov. 28,
2011, Bloomberg News related that the central bank said
Bankas Snoras is insolvent and intended to file for court
protection from creditors to avoid a costly bailout for
taxpayers.  The central bank said in a statement that the bank's
financial situation is "worse than previously identified" and
saving the bank "would cost significantly more and would take
longer than the available liquidity" at Snoras, Bloomberg
disclosed.  Governor Vitas Vasiliauskas said at a news conference
on Nov. 24 that some LTL3.4 billion (US$1.3 billion) in assets
are missing, according to Bloomberg.

Bankas Snoras AB is Lithuania's fifth biggest lender.  Snoras
held LTL6.05 billion in deposits and had assets of LTL8.14
billion at the end of September.  It 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.


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N E T H E R L A N D S
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ENDEMOL BV: Lenders Seeks Majority Ownership
--------------------------------------------
Agence France-Presse, citing Italian business daily Il Sole 24
Ore, reports that the creditors of Endemol BV are planning to
take control and convert the debt into shares and sell them.

According to AFP, the report said "The hypothesis of converting
debt into shares is strengthening among creditors" including
hedge funds ahead of a December 13 deadline for an agreement on
Endemol's EUR2.8 billion debt (US$3.8-billion).

AFP notes that Il Sole said the creditors "would become majority
shareholders" and would then auction off the company" -- an
option that would reject a takeover  offer from former Italian
prime minister Silvio Berlusconi's company Mediaset.

As reported by the Troubled Company Reporter-Europe on Nov. 28,
2011, The Financial Times related that Mediaset, Silvio
Berlusconi's media empire, has put in a joint bid for Endemol,
together with Clessidra, the Italian private equity group.
Mediaset, which confirmed the bid submission, already owns
approximately one-third of Endemol and has long planned to invest
more money in the company to establish a clear role in running
it, the FT noted.

Endemol B.V. -- http://www.endemol.com/-- is one of the world's
leading producers of TV programs best known for its output of hit
reality-based programming and game shows such as Deal or No Deal,
Big Brother, and Extreme Makeover: Home Edition.  The production
company also creates scripted dramas and soap operas, and
develops digital content for online distribution.  It has more
than 2,000 programming formats in its library and exports shows
to more than 25 countries around the world.  Formed in 1994,
Endemol is owned by a consortium led by private equity firm
Goldman Sachs and Italian television company Mediaset.


REFRESCO GROUP: S&P Affirms 'BB-' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Netherlands-based private-label soft drink and fruit juice
manufacturer Refresco Group B.V. to negative from stable.  "At
the same time, we affirmed our 'BB-' long-term corporate credit
rating on Refresco," S&P said.

"We also affirmed our 'BB-' issue rating on the EUR660 million
senior secured notes due 2018 issued by Refresco. The recovery
rating on the notes is unchanged at '4', reflecting our
expectation of average (30%-50%) recovery for noteholders in the
event of a payment default," S&P said.

"The outlook revision reflects the deterioration in Refresco's
credit metrics so far in 2011, and our view that the group may
not be able to restore its debt protection metrics in line with a
'BB-' rating in 2012. Following an unusually cold summer
throughout Europe and rising raw material prices, Refresco's
performance was substantially lower than we anticipated in the
second and third quarters of 2011. Refresco's operations are
seasonal, and these two quarters typically contribute to about
two-thirds of the group's annual EBITDA. Cold weather this summer
led to material volume decline, with a decrease of about 6.7%
year-on-year in the third quarter of 2011. At the same time,
given the magnitude of the increase in raw material prices -- in
particular those of EU sugar and polyethylene terephthalate (PET)
resin (one of the main components for packaging) -- Refresco
experienced some delays in passing on these price increases to
retailers, which played negatively on its operating margins. As a
result, Refresco's EBITDA margins declined to about 8.5% for the
12 months to September 2011, from 10% at year-end 2010. This led
to the deterioration in debt protection metrics, with Standard &
Poor's-adjusted leverage increasing to 5.4x from 4.9x, and funds
from operations (FFO) to debt declining to about 11.5% from about
15.5% over the same period. In addition, reported free operating
cash flow (FOCF) shrank to a modest EUR13 million for the 12
months to September 2011, from EUR32 million for full-year 2010,"
S&P said.

"Given the persistently high level of raw material prices and
potentially adverse market conditions in 2012 and 2013, we
believe that there is a risk that Refresco will not be able to
reduce its adjusted debt-to-EBITDA ratio to less than 5x in the
coming 12 months, even accounting for more normal weather
conditions in summer 2012," S&P said.

"The rating on Refresco continues to reflect the group's
aggressive financial risk profile and debt leverage. They also
incorporate our opinion of Refresco's limited pricing power, in
particular given its high exposure to raw material price
fluctuations. These factors are partially mitigated by Refresco's
large scale of operations and its competitive cost structure
supporting its No. 1 position in the European private-label soft
drinks market; the favorable growth prospects for Refresco's
product categories; and its positive free cash flow generation
capacity," S&P said.

"The negative outlook reflects our view that we could lower the
rating on Refresco if the group were not able to restore its
credit metrics to a level commensurate with the current rating
within the next 12 months. We would view positive free cash flow
generation and adjusted leverage of less than 5x for 2012, then
gradually declining toward 4.5x over the coming years as
commensurate with the current rating," S&P said.

"We could revise the outlook back to stable if Refresco improved
its metrics to the levels. We believe that this could be achieved
if Refresco's revenues grew at a mid-single-digit rate in 2012
and current EBITDA margins improved by at least 70 basis points,"
S&P said.


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P O R T U G A L
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BANCO BPI: Fitch Downgrades Rating on Mortgage Covered Bonds
------------------------------------------------------------
Fitch Ratings has downgraded Banco Santander Totta's (Totta,
'A'/Negative/'F1') EUR5.6 billion outstanding Obrigacoes
Hipotecarias (OH, mortgage covered bonds) to 'A' from 'AA-' and
Banco BPI's (BPI, 'BB+'/Negative/'B') EUR5.3 billion outstanding
OH to 'BBB' from 'A-'/RWN and removed the Rating Watch Negative.

The rating actions are the result of the downgrade of Portugal to
'BB+'/Negative and the subsequent downgrades of Totta and BPI.

Following Portugal's downgrade, Fitch has equalized the OH
ratings on a probability of default (PD) basis with the IDRs of
the associated Portuguese banks.  Accordingly, the Discontinuity
Factor of 100% for Totta's and BPI's OH allows them to be rated
respectively at 'A' and 'BB+' on a PD basis.

As per Fitch's covered bond rating methodology, an uplift of up
to two or three notches can be granted, depending on whether the
covered bonds rating on a PD basis is in the investment grade or
non-investment grade category and provided that recoveries are
outstanding in the case of a default on the OH.  However, Fitch
has maintained the five-notch cap above the sovereign rating,
with no recovery uplift granted for higher rating scenarios (see
"Fitch Downgrades Six Portuguese Banks' Covered Bonds", dated 06
April 2011).  The rating cap continues to reflect the agency's
concerns regarding the weakening sovereign profile and its impact
on the ongoing performance of the cover assets.

Consequently, Totta's covered bonds are rated 'A' with no
recovery uplift above the rating cap.  Unlike Totta, BPI's
covered bonds benefit from a two-notch uplift for recoveries
based on the current nominal overcollateralization (OC) level of
35%.  BPI will publicly commit to such OC level from the next
investor report due in December 2011.  All else being equal, a
downgrade of BPI's IDR will lead to an equivalent downgrade of
its OH.  Totta's IDR could be downgraded by two notches before
its OH rating, factoring in recoveries given default, would be
affected, subject to a review of the program's OC.

The level of OC supporting a given rating will be affected,
amongst other factors, by the profile of cover assets versus
covered bonds, which is subject to change even in the absence of
new issuances.  It can therefore not be assumed that a given OC
supporting the rating will remain stable over time.


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R U S S I A
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AK BARS BANK: Moody's Cuts Global Local Currency Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded Russia-based Ak Bars
Bank's (ABB) long-term global local currency (GLC) deposit and
debt ratings to B1 from Ba3. The bank's E+ BFSR was affirmed,
however Moody's has decreased the bank's standalone credit
strength to B3 from B2. The outlooks on all ratings are negative.

The rating actions are based on ABB's audited IFRS statements for
2010, and its unaudited reviewed IFRS statements for H1 2011.

Rationale

The downgrade of the bank's supported ratings to B1 reflects the
weakening of ABB's standalone credit strength, which Moody's has
decreased to B3 from B2. Moody's is concerned that ABB has
relatively weak buffers of capital, core income, and loan loss
provisions to withstand potential credit and market losses
according to Moody's stress-test scenario. The operating
environment for Russian banks is likely to continue to
deteriorate in 2012, which increases the chances of adverse
credit and market events for ABB.

ABB's regulatory capital ratio decreased to 13.1% at Q3 2011,
from 15.4% at YE2010, because of the growth in risk assets.
Moody's notes that the quality of capital is compromised by the
bank's large investments into land (investment property), which
accounted for 80% of shareholders' equity at mid-2011 (IFRS
data), leaving the bank with a very small "free capital" to cover
unexpected losses. In addition, a large share of related-party
loans (77% of capital, excluding loans to state companies) also
undermines the quality of capital.

The bank's recurrent earnings (net interest income and net fees)
are weak and insufficient to provide an adequate internal capital
generation necessary to offset the possible credit and market
losses. For H1 2011, recurrent earnings were 16% below the bank's
non-interest expenses. Core profitability is influenced by a low
net interest margin of 1.6% for H1 2011 (Russian banking system
average was 5-6%), due to decreased yields on loans.

Exposure to high market risk is another source for concern.
Moody's notes that ABB's investments into quoted equities stood
are 57% of its shareholders' equity at mid-2011. The Russian
equity market has been highly volatile in H2 2011, increasing the
likelihood of market losses for ABB.

The negative outlook reflects Moody's concerns that ABB's
financial fundamentals could deteriorate further.

Supported ratings

ABB's B1 debt and deposit ratings incorporate Moody's assessment
of a high probability of parental support from the government of
the Republic of Tatarstan, resulting in a two-notch uplift from
the bank's standalone credit strength of B3. Moody's bases
Moody's support assumptions on ABB's high market share in
Tatartstan, its indirect ownership by the regional government,
and a track record of support.

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. Please
see the Credit Policy page on www.moodys.com for a copy of these
methodologies.

Headquartered in Kazan, Russia, ABB reported -- under unaudited
IFRS -- total assets of RUB260 billion and net income of RUB316
million at mid-2011.


BRUNSWICK RAIL: Moody's Assigns 'Ba3' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating (CFR) and probability of default rating (PDR) to Brunswick
Rail Limited (BRL). The outlook on the ratings is stable. This is
the first time Moody's has assigned a rating to BRL.

Ratings Rationale

"The Ba3 CFR takes into account BRL's robust cash-generating
business model and resilient financial performance during the
downturn," says Artem Frolov, a Moody's Assistant Vice President
-- Analyst and lead analyst for BRL. "This is underpinned by
BRL's predictable operating cash flows, as revenues are secured
by the long-term nature of the company's lease contracts and a
strong client base," adds Mr. Frolov.

The CFR also incorporates BRL's (i) high EBITA margin of 32% at
end-2010, which Moody's would expect to approach 40% by end-2011
as a result of BRL's fleet expansion; (ii) strong position in the
Russian freight railcar operating lease market and long-term
relationships with large customers; (iii) modern railcar fleet,
which (a) has an average age of four years, (b) is well balanced
in terms of railcar type and (c) requires low maintenance capital
expenditure; (iv) potential for growth due to the unsaturated
nature of the operating lease market in Russia; (v) supportive
shareholders, which have provided equity injections and debt
financing to BRL and have refrained from requesting dividend
distributions while the company has been investing in the
expansion of its fleet; (vi) adequate liquidity, supported by
unutilized medium- and long-term credit facilities, along with
material cash reserves and stable operating cash flow; and (vii)
manageable foreign currency risk, as US dollar-denominated debt
is largely covered by contracted revenues linked to the US
dollar.

At the same time, the CFR factors in (i) the small size of the
business on a global scale, with estimated revenue of only
US$0.17 billion at end-2011; (ii) high debt/EBITDA of above 6.0x
expected at the year-end 2011, resulting from the significant
increase in BRL's debt to finance the rapid expansion of the
company's railcar fleet (although Moody's would expect
deleveraging below 4.0x by end-2012, as the newly acquired
railcars generate EBITDA); (iii) significant customer
concentration, with 55% of BRL's railcars leased by its top five
customers, with the largest customers exposed to cyclical
industries such as transportation and mining, and operating
predominantly in Russia, which represents a geographical
concentration risk; (iv) the overall exposure of the company to
an emerging market operating environment that is characterized by
a less developed regulatory, political and legal framework; and
(v) BRL's exposure to credit risks as a result of the potential
inability or unwillingness of some of the company's customers to
meet their obligations under lease agreements. At the same time,
Moody's notes BRL's successful track record in negotiating with
customers to ensure the fulfillment of contract obligations.

The stable outlook on the Ba3 rating incorporates Moody's
expectation that BRL will execute its deleveraging strategy and
(i) reduce its debt/EBITDA to below 4.0x by end-2012, from above
6.0x expected at end-2011; (ii) increase its retained cash flow
(RCF)/debt to the mid-twenties in percentage terms by end-2012,
from below 20% expected at end-2011; and (iii) maintain a solid
liquidity profile.

What Could Change the Rating Up/Down

Moody's does not envisage positive pressure being exerted on the
rating in the next 12-18 months. The rating agency could consider
upgrading BRL's rating if the company achieves and maintains on a
sustainable basis a debt/EBITDA ratio of below 3.0x, while
increasing its EBIT/interest expense coverage to above 3.0x and
its RCF/debt to above 30%.

Negative pressure could be exerted on the rating if, as of end-
2012, (i) debt/EBITDA remains above 4.0x; (ii) RCF/debt remains
below 20%; (iii) EBIT/interest expense declines below 2.0x; or
(iv) there is a material deterioration in BRL's liquidity. The
rating could also come under negative pressure if there is a
material market deterioration or signs of worsening payment
discipline by key customers, which could jeopardize the company's
deleveraging plans, or exert pressure on its cash flow
generation.

Principal Methodology

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

BRL is one of the largest companies specializing in operating
leasing of freight railcars in Russia. As of September 2011, the
company owned 18,628 railcars. As of June 2011, it generated last
12-months revenue of US$112 million. BRL was incorporated in
Bermuda in 2004 as a private company. Its shareholders are
institutional and individual investors, none of which has a
controlling stake. BRL provides freight railcars to large Russian
industrial groups and railcar operators under multi-year
operating lease contracts.


* ASTRAKHAN CITY: Fitch Affirms 'B+' Long-Term Currency Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed the Russian City of Astrakhan's Long-
term foreign and local currency ratings at 'B+' with Stable
Outlooks, Short-term foreign currency rating at 'B' and National
Long-term rating at 'A(rus)' with a Stable Outlook.

The agency has simultaneously withdrawn all of the city's ratings
as the issuer has chosen to stop participating in the rating
process.  Accordingly, Fitch will no longer provide ratings or
analytical coverage for the City of Astrakhan.


===============
S L O V E N I A
===============


* SLOVENIA: Concluded Receivership Proceedings Up 26% in November
-----------------------------------------------------------------
STA, citing data from rating firm Bonitetna hisa I, reports that
the number of concluded receivership proceedings in Slovenia
increased by 26% to 49 in November over October, while the number
of launched receivership proceedings decreased by 12% to 66.


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


BANCO CEISS: Moody's Assigns Rating to Covered Bonds
----------------------------------------------------
Moody's Investors Service has taken these rating actions on the
mortgage covered bonds (Cedulas Hipotecarias, CHs) transferred to
a new entity, Banco de Caja Espana de Inversiones, Salamanca y
Soria, S.A. (Banco CEISS) (Baa3/P-3/D+, on review for upgrade)
from Caja Espana de Inversiones, Salamanca y Soria (Caja Espa¤a
de Inversiones).

- Mortgage covered bonds issued by Banco CEISS: A1 on review for
   upgrade, new rating assigned.

- Mortgage covered bonds issued by Caja Espana de Inversiones:
   A1 on review for upgrade, withdrawn for reorganization;
   previously A1 placed on review for upgrade, on September 28,
   2011.

Ratings Rationale

The rating actions follow the transfer (effective as of 2
December 2011) of Caja Espana de Inversiones's financial business
to Banco CEISS S.A.

Following the transfer, the ratings assigned to Banco CEISS are
at the same level as those formerly assigned to Caja Espana de
Inversiones. Subsequent to the segregation of the financial
business, Caja Espana de Inversiones's role will be to manage the
social welfare projects financed through dividends paid by Banco
CEISS upon completion of the transfer; it also acts as the
holding company of Banco CEISS. As a result of the transfer of
Caja de Espana de Inversiones's assets and liabilities, the debt
obligations of the savings bank have been assumed by the new
entity, Banco CEISS. For further information, see rating action
entitled

"Moody's assigns Baa3/P-3/D+ to Banco CEISS; under review for
upgrade", published on December 5, 2011.

Moody's understands that the new cover pool backing Banco CEISS's
CHs represents Caja de Espana de Inversiones's former total
mortgage pool.

The CHs constitute direct, unconditional and senior obligations
of Banco CEISS. The CHs are secured by the issuer's entire
mortgage loan pool (excluding securitized loans) .

The new ratings take into account these factors:

(1) The issuer's credit strength (Baa3/P-3/D+ on review for
    upgrade)

(2) The structure created by the transaction documents combined
    with the legal framework for Spanish mortgage covered bonds

(3) The credit quality of the assets securing the payment
    obligations of the issuer under the covered bonds. All the
    cover assets backing the CHs are residential or commercial
    mortgages originated in Spain

(4) Sizeable amounts of over-collateralization: On a statutory
    level this is 25% based on the eligible cover pool, and total
    over-collateralization as of end September 2011 was 131%. The
    over-collateralization level needed to maintain the current
    rating is 30%

The TPI assigned to this transaction is "Probable".

The ratings assigned by Moody's address the expected loss posed
to investors. Moody's ratings address only the credit risks
associated with the transaction. Other non-credit risks have not
been addressed, but may have a significant effect on yield to
investors.

The ratings assigned to the existing CHs is expected to be
assigned to all subsequent covered bonds issued by Banco CEISS
under these programs and any future rating actions are expected
to affect all such covered bonds. If there are any exceptions to
this, Moody's will in each case publish details in a separate
press release.

Key Rating Assumptions/Factors

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

EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond. The primary model used is Moody's Covered Bond
Model (COBOL), which determines expected loss as a function of
the issuer's probability of default -- measured by its rating of
Baa3 -- and the stressed losses on the cover pool assets,
following issuer default.

The estimated cover pool losses for this program are 38.6%. This
is an estimate of the losses Moody's currently models in the
event of issuer default. Cover pool losses can be split between
market risk of 19.9% and collateral risk of 18.7%. Market risk
measures losses as a result of refinancing risk and risks related
to interest-rate and currency mismatches (these losses may also
include certain legal risks). Collateral risk measures losses
resulting directly from the credit quality of the assets in the
cover pool. Collateral risk is derived from the collateral score,
which for this program is currently 28%.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across all covered bond
programs rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview", published quarterly. These figures
are based on the latest data that has been analyzed by Moody's
and are subject to change over time. These numbers are updated
quarterly in the "Performance Overview" published by Moody's.

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

Sensitivity Analysis

The robustness of a covered bond rating largely depends on the
credit strength of the issuer. The TPI Leeway measures the number
of notches by which the issuer's rating may be downgraded before
the covered bonds are downgraded under the TPI framework. Based
on the current TPI of "Probable" , the TPI Leeway is zero
notches. This means that the issuer rating would need to be
downgraded to Ba1 before the covered bonds are downgraded, all
other variables being equal.

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

Rating Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Covered Bonds" published in March 2010.


CAJA DE AHORROS: Banco Sabadell to Buy Bank for EUR1
----------------------------------------------------
Charles Penty and Emma Ross-Thomas at Bloomberg News report that
Banco Sabadell SA agreed to acquire Caja de Ahorros del
Mediterraneo for one euro in a deal financed and guaranteed by
Spain's commercial lenders as an effort to shield the national
budget from losses.

According to Bloomberg, Spain's deposit-guarantee fund, which is
financed by the country's banks, will first inject
EUR5.25 billion (US$7 billion) into CAM.

Bloomberg relates that the state bailout fund said the impact on
Spain's budget will be "nil," as the deposit fund will also
guarantee losses arising over the next decade.

The deal will create a lender with EUR166 billion in assets,
Spain's fifth largest, combining Sabadell with a savings bank
that was seized by the Bank of Spain in July after souring
property loans wrecked its business, Bloomberg  discloses.

The central bank threw out CAM's managers in July and placed the
bank under administration of the government's bank bailout fund,
which injected EUR2.8 billion into its business and provided a
further EUR3 billion-euro credit line to keep it operating,
Bloomberg recounts.

FROB said that the figure of EUR5.25 billion to be provided by
the deposit-guarantee fund includes that EUR2.8 billion cost,
Bloomberg notes.

Sabadell, as cited by Bloomberg, said that the FROB is providing
liquidity guarantees of EUR12.5 billion.  According to the FROB
official said on Wednesday that those would be used, for example,
in the unlikely event that the European Central Bank stopped its
liquidity operations.

CAM faces debt maturities of EUR6.37 billion next year, EUR3.24
billion in 2013, and EUR4.36 billion in 2014, according to data
compiled by Bloomberg.

Caja de Ahorros del Mediterraneo (CAM) is a savings bank that
attracts deposits and provides commercial banking services in
Spain.


===========
S W E D E N
===========


SAAB AUTOMOBILE: Has "Very Few Days" to Avert Bankruptcy
--------------------------------------------------------
Ola Kinnander at Bloomberg News reports that Saab Automobile
Chief Executive Officer Victor Muller said that the company is in
discussions with Zhejiang Youngman Lotus Automobile and a Chinese
bank to secure loans that it needs in a "very few days" to avert
bankruptcy.

Bloomberg relates that Mr. Muller said Saab needs to borrow about
EUR600 million (US$803 million) and was talking to Youngman
representatives in Stockholm on Wednesday.

According to Bloomberg, owner Swedish Automobile NV said in a
statement that a court-appointed attorney is applying to end
Trollhaettan-based Saab's protection against creditors.

Mr. Muller, as cited by Bloomberg, said that unlike Saab's
earlier agreements with Youngman, this deal wouldn't involve the
Chinese manufacturer taking a stake in Saab, which would allow
the transaction to proceed without the approval of former owner
General Motors Co.

GM, which licenses technology to Saab, has disapproved of
previous proposals in which Youngman would take ownership,
Bloomberg notes.

Pang Da agreed in October to buy a 40% stake in Saab, and that
deal collapsed when GM objected, Bloomberg discloses.

Bloomberg notes that Mr. Muller said the Vaenersborg District
Court in southwestern Sweden is likely to rule next week on
Wednesday's application by administrator Guy Lofalk to end Saab's
court-administered reorganization.  The court granted Saab
protection against creditors on Sept. 21, halting pending
bankruptcy petitions, Bloomberg recounts.

Separately, Malin Rising at The Associated Press reports that the
administrator in charge of Saab Automobile's reconstruction has
given up his efforts to save the company, due to a lack of funds
and the refusal of previous owner General Motors to agree to
proposed financing deals.

According to the AP, in an application to end the struggling car
company's salvage process, court-appointed administrator said
Wednesday that Swedish Automobile has failed to deliver
sufficient bridge-financing to cover costs during the
reorganization.  He also said there wasn't enough time to find a
financing solution that GM will accept, the AP notes.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.


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


HELLAS TELECOM: Noteholders Sue TPG, Apax for EUR268MM Over Notes
-----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that noteholders OF
Hellas Telecommunications Sarl hit TPG Capital LP and Apax
Partners LLP with a new suit in New York state court Monday,
seeking to recover more than EUR268 million (US$359 million) owed
on notes the private equity firms profited from after acquiring
the telecom and allegedly driving it into insolvency.

According to Law360, plaintiff Cortlandt Street Recovery Corp. is
the assignee of more than EUR130 million in payment-in-kind notes
guaranteed by Hellas.  The notes were issued in December 2006 and
are currently in default, according to the complaint.

As reported by the Troubled Company Reporter-Europe on Nov. 30,
2009, Bloomberg News said the English High Court approved an
order placing Hellas II into administration.  Maggie Mills and
Alan Hudson were appointed by the court as joint administrators
to Hellas II, Bloomberg said, citing a statement from Ernst &
Young.


LINCOLN CITY FC: Boss Assures Club Won't Fall Into Administration
-----------------------------------------------------------------
Lincolnshire Echo News reports that Lincoln City Football Club
Chairman Bob Dorrian has assured Lincoln City fans the club will
not be plunged into administration as he prepared for a
financially sobering Annual Meeting.

Mr. Dorrian will announce losses of more than GBP480,000 to
shareholders at Sincil Bank, an extremely pricey result of
relegation from the Football League last season, according to
Lincolnshire Echo.

The report notes that with City already streamlining their day to
day operations by making redundancies, rumors continue to persist
that the Imps are heading for a second spell in administration.

However, Lincolnshire Echo News discloses, Mr. Dorrian said there
would be no repeat of the turmoil of nine years ago when the club
was hurtling to extinction until it was rescued by the fans and
local businesses.

"There has been careless and uninformed talk from certain
quarters of the club going into administration. . . . I would
like to assure everyone that this was never the case and nor will
it be. . . . While this season so far has been very challenging
financially, myself and the board have been and are working very
hard to achieve financial security for the club and we are
confident this will happen. . . . In the future the club will
have to cut its cloth accordingly and run a sustainable model
whereby costs will never exceed revenue, whatever the
circumstances. . . . We are already planning our budget strategy
for next season and are determined to stay on top of our
finances, whatever that may take," Lincolnshire Echo News quoted
Mr. Dorrian as saying.

Lincoln City Football Club is an English professional association
football club based in Lincoln, Lincolnshire. The club are
currently members of the Conference National in 2011-12 following
relegation from the Football League.


NEW CITY: Goes Into Administration, Cuts 30++ Jobs
--------------------------------------------------
Construction Enquirer reports that New City Flooring Ltd has gone
into administration cutting more than 30 jobs in the process.

Administrators from Baker Tilly Restructuring and Recovery LLP
are currently working with a handful of staff to complete the
firm's outstanding contracts, according to Construction Enquirer.

The report notes that administrators Mark Ranson and Phil Pierce
said the company had suffered from reduced gross margins over a
sustained period of time which caused irreparable trading losses.

"It is a real shame that Directors of such an established company
have had to make the decision that they are unable to continue
trading. . . .  The issues faced by New City Flooring Ltd were
further exasperated by the general economic climate and
increasing competition and are unfortunately symptomatic of the
pressures that businesses within this sector continue to
experience," Construction Enquirer quoted Mr. Ranson as saying.

New City employed 22 full and part time staff, along with 16
subcontractors.  All but eight staff were made redundant prior to
the appointment of administrators, the report adds.

The administrators can be reached at:

          Mark Nicholas Ranson
          Phil Pierce
          BAKER TILLY RESTRUCTURING AND RECOVERY LLP
          Baker Tilly
          2 Whitehall Quay
          LEEDS
          LS1 4HG
          Tel: 0113 285 5000
          Fax: 0113 285 5001
          E-mail: mark.ranson@bakertilly.co.uk
                  phil.pierce@bakertilly.co.uk


RANK GROUP: S&P Raises Long-Term Corp. Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on U.K.-based gaming company The Rank Group PLC
(Rank) to 'BB-' from 'B+'. "At the same time, we removed the
rating from CreditWatch, where it had been placed with developing
implications on July 1, 2011. The outlook is stable," S&P said.

"In addition, we raised our issue rating on the US$14.3 million
unsecured Yankee bonds issued by Rank Group Finance PLC to 'B+'
from 'B'. The recovery rating on the Yankee bond is unchanged at
'5', reflecting our expectation of modest (10%-30%) recovery for
unsecured creditors in an event of payment default," S&P said.

"The upgrade reflects our view that following a recent European
Court of Justice ruling in favor of Rank, the company's financial
risk profile has improved, on a sustainable basis, to a level we
consider 'significant,' from 'aggressive' previously. The ruling
determined that Rank does not have to repay VAT refunds and
associated interest that it has received from the U.K. government
since 2008, relating to bingo claims totaling GBP253.4 million.
We anticipate that this ruling, backed by resilient operating
performance, will likely help Rank's leverage to improve to a
level less than 3x adjusted debt to EBITDA by financial year-end
Dec. 31, 2011," S&P said.

"Rank's financial metrics will likely be ahead of our indicators
for a 'significant' financial risk profile for the 12 months to
Dec. 31, 2011. However, our rating also factors in the potential
impact that new controlling shareholder Guoco Group Ltd. (Guoco;
a subsidiary of Malaysia-based Hong Leong Group [not rated]) will
have on Rank's future financial policy. At this point, we do not
have certainty on Guoco's future intentions with regard to Rank's
future financial policy. This said, we have not received any
indication that Rank's new shareholder structure would prompt the
company to become more shareholder friendly, more leveraged, or
more acquisitive in future," S&P said.

"The group's operating performance is resilient to the difficult
environment for U.K. consumers, in our view, with low-single-
digit like-for-like revenue growth in the 12 months to June 30,
2011. Adjusted EBITDA of GBP109.7 million in the 12 months to
June 30, 2011, was in line with the corresponding period in 2010.
We anticipate that Rank will achieve full-year revenues of about
GBP550 million and adjusted EBITDA of about GBP120 million in
2011. Rank has increased its capital expenditures to about GBP55
million per year from about GBP30 million in 2008-2009 to fund
the refurbishment of its casinos and bingo clubs, which are
helping to maintain customer numbers," S&P said.

"In our view, Rank will continue to report satisfactory operating
performance and positive free cash flows, and will retain what we
deem to be adequate financial flexibility given recent
deleveraging with the proceeds from VAT refunds," S&P said.

"An upgrade would be linked to a commitment to adhere to
conservative financial policies and maintain debt protection
metrics at current levels -- specifically, adjusted debt to
EBITDA of less than 3x and funds from operations to debt of more
than 30% -- while continuing to generate positive free cash
flows," S&P said.

"We could consider a downgrade if unexpected operating setbacks
cause Rank's liquidity to deteriorate, or if Guoco chooses to re-
leverage such that adjusted debt to EBITDA increases to more than
4x. This could result from shareholder distributions or an
acquisition of other U.K.-based casino operators," S&P said.


ROADCHEF ISSUER: Fitch Affirms Ratings on Two Note Classes at B-
-----------------------------------------------------------------
Fitch Ratings has affirmed RoadChef Issuer plc's A2 notes at 'B+'
and B notes at 'B-' and maintained the Negative Outlook.

RoadChef is a whole business securitization of 16 motorway
service areas (MSAs) across the UK owned and operated by RoadChef
plc.

Since Fitch's last rating action in December 2010, RoadChef has
continued to suffer from the combined effects of a weak economy
and substantial debt service requirements, which have limited the
refurbishment and development necessary to drive improvements in
performance.  Consequently, EBITDA declined by 3.4% (October 4,
2011, yoy TTM basis) to GBP23.0 million which was also partially
dampened by particularly poor December 2010 results following
heavy snowfall in the UK, which crippled the roads network for
almost two weeks (representing an estimated GBP0.5m loss in gross
profit).  In view of the weak UK economic outlook for 2012, and
RoadChef's substantial operating leverage and exposure to
consumer discretionary spending, cash flow available for capex is
expected to be low, which is likely to limit improvements in
performance.  Fitch consequently expects that the transaction
will remain under pressure for the foreseeable future, which is
reflected by the Negative Outlook.

Further equity injections totaling GBP0.7 million have been
required this year (bringing the reported EBITDA DSCR to 1.28x)
in order to prevent a breach of the financial covenant (set at
1.25x).  Fitch's base case long-term (unsupported) EBITDA DSCR
forecast to maturity is above the covenant level of 1.25x at a
median of 1.31x.  However, given the capital-intensive nature of
the business, the agency focuses more on FCF DSCR, with the FCF
capturing not only maintenance capex but also the cost of certain
development loans (c.GBP0.8 million per annum), pension expense,
working capital and tax.  The agency's base case FCF DSCR
(minimum of both the average and median DSCRs to the notes' legal
final maturity) for the class A2 and B notes is c. 1.3x and 1.0x,
respectively.

Performance improved during FY10. However, this was primarily due
to significant reductions in site and central overheads.  It is
unclear whether further cost reductions will be possible for FY12
or the long term, in view of the recent increases in site (87.1%
of total overheads) and central (12.9% of total overheads)
overheads of 7.4% and 59.0%, respectively, on a TTM yoy basis.

On the positive side, RoadChef restarted its investment program
in 2010 for the first time since the start of the downturn and
has now completed nine refurbishments (eight of which sit within
the securitized group) out of a total 20 sites (of which 16 are
in the securitized group).  These included the opening of nine
new McDonald's outlets and refurbishing its Costa facilities.  In
total, Roadchef spent ca.  GBP9.5 million of capex during the
past four quarters.  While the newly refurbished sites noticeably
showed an improvement in performance, the overall EBITDA was
still down compared to last year due to the remaining sites
deteriorating.

Fitch used its UK whole business securitization criteria to
review the transaction structure, financial data and cash flow
projections.

The rating actions are as follows:

  -- GBP 122.3m Class A2 notes due 2023: affirmed at 'B+';
     Negative Outlook maintained

  -- GBP 42.0m Class B notes due 2026: affirmed at 'B-'; Negative
     Outlook maintained


SHENOY AND CO: In Administration, Can't Meet Obligations
--------------------------------------------------------
Jessica Thompson at Harrow Observer reports that Civil Aviation
Authority said that Shenoy and Co (UK) Ltd, which trades as
Reliable Holidays and Economy Travels, goes into administration
and 'cannot or will not be able to meet obligations to
customers.'

The CAA has received a number of calls from customers worried
about their bookings after they received letters confirming the
company has gone into administration, according to Harrow
Observer.

"The CAA is of the opinion that Shenoy & Co (UK) Ltd trading as
Reliable Holidays cannot or will not be able to meet its
obligations to its customers. . . . Passengers with bookings
should check with the airline to ascertain if the tickets (either
paper or e-tickets) have been issued. Passengers with bookings
where tickets have not been issued may be able to claim a refund
and should carefully read the letter attached to the claim form,
which provides details on how to make a claim," a spokesman for
the CAA said in a statement.


TRAMLINE RE: S&P Assigns 'B-' Rating to Class A Notes
-----------------------------------------------------
Standard & Poor's Ratings Services has assigned its preliminary
'B- (sf)' credit rating to the series 2011-1 class A notes to be
issued under the principal-at-risk variable-rate note program
Tramline Re Ltd.

"This will be the first series of notes issued under this
program, which is sponsored by Amlin AG (Amlin; A/ Stable/--).
Although Amlin AG sponsors this series of notes, we note that any
other Amlin PLC subsidiary can issue notes under the program,"
S&P said.

The series 2011-1 class A notes issued will be exposed to U.S.
hurricane, U.S. earthquake, and Europe windstorm risk (in
selected countries and regions in northern and western Europe),
between January 2012 and December 2014.

Tramline Re is an exempted company licensed as a special purpose
insurer in Bermuda. Codan Trust Company Ltd. holds all of
Tramline Re's issued and outstanding share capital for charitable
purposes.

"Amlin will be the counterparty to the risk transfer contracts
and is a wholly-owned subsidiary of Amlin PLC (BBB+/Stable/--).
Amlin PLC is a large specialist commercial insurance and
reinsurance group with a long-established, and well-regarded,
franchise in Lloyd's. Amlin AG underwrites the group's
international reinsurance business operating out of Switzerland
and Bermuda," S&P said.

AIR Worldwide Corp carried out the risk analysis on the issue.
Proceeds from the sale of the notes will be invested in U.S.
Treasury money market funds.

Ratings List

Class      Prelim.      Prelim
           rating       amount
                        (mil. US$)

A          B- (sf)      75


YELL GROUP: Debt Restructuring Talks Set to Be Extended
-------------------------------------------------------
Anousha Sakoui at The Financial Times reports that Yell Group is
set to give its lenders more time to agree terms on a
restructuring of its GBP2.6 billion debts.

The FT says a deadline for the talks, which expired on Wednesday
at 5:00 p.m., could be extended as far as the end of this week as
two camps of lenders, a group of institutional investors and
Yell's lending banks, try to reach a compromise.

According to the FT, people familiar with the situation said that
although meetings between the two camps had been held, no
agreement was reached.

The extension comes as the directories business seeks approval
for additional leeway under its banking covenants, the FT notes.

As reported by the Troubled Company Reporter-Europe on Dec. 6,
2011, the FT said that Yell needs two-thirds of debt holders to
support the plan.  To allow the management of Yell to focus on a
new strategy to turn the business round, it moved to renegotiate
its banking covenants in an effort to give it an additional 20%
headroom, the FT disclosed.  As part of the plan, it is
considering buying back GBP100 million of debt to capitalize on
the roughly 70% discount to face value at which the debts trade
in the market, the FT stated.  It also wants to reduce a GBP173
million undrawn credit facility to GBP30 million, the FT noted.
One of the investors said that the group of institutional lenders
are opposed to such a big reduction in the revolving credit
facility providers' commitment at par, when they would have to
take a 70% loss to reduce their claims, according the FT.

                         About Yell Group

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

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 6,
2011, Standard & Poor's Ratings Services affirmed its long-term
corporate credit rating on U.K.-based classified directories
publisher Yell Group PLC at 'CC'.  S&P said the outlook remains
negative.


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


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into
its formation, it can always be integrated into the parent
company as a new division or subsidiary modeled after the regular
parts of a company with the open-ended commitment, regular hiring
practices, and reporting and coordination, etc., going with this.
As covered by the authors, done properly with the right
commitment, sense of realism and practicality, and preliminary
research and ongoing analysis, corporate venturing offers a firm
new paths of growth and a way to reach out to new markets, engage
in fruitful business research, and adapt to changing market and
industry conditions.  The principle of corporate venturing is the
familiar adage, "nothing ventured, nothing gained."  While it is
improbable that a corporate venture can save a dying firm, a
characteristic of every dying firm is a blindness about
venturing.  Just thinking about corporate ventures alone can
bring to a firm a vibrancy and imagination needed for business
longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a
high level of empowerment" required to make the venture workable
and who also are most suited to "adapt rapidly to new
information."  Such employees for top management of a venture are
not entirely on their own.  The other side of this, as Brock and
MacMillan go into, is for such venture management to earn and
hold the trust and confidence of the firm's top management and
work within the framework and follow the guidelines set for the
venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on
one product or service or at most a few interrelated ones,
simplified operations, and streamlined decision-making.  From
identifying opportunities and getting starting through the
business plan and corporate politics, Brock and MacMillan guide
the readers into all of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *