TCREUR_Public/111215.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, December 15, 2011, Vol. 12, No. 248

                            Headlines



G E R M A N Y

MANROLAND AG: Chinese Companies Eye Takeover, Administrator Says


H U N G A R Y

* HUNGARY: Mandatory Liquidations Initiated at 3.54% of Firms


I R E L A N D

DA VINCI: Fitch Affirms Rating on Class C Notes at 'Dsf'
TBS INTERNATIONAL: Artis Capital Owns 11.9% of Class A Shares


K A Z A K H S T A N

ALLIANCE BANK: S&P Revises Issuer Credit Rating to 'B-'


L A T V I A

LATVIJAS KRAJBANKA: Riga City Council Files Insolvency Petition


L U X E M B O U R G

CODITEL HOLDING: S&P Withdraws 'B' Long-Term Corp. Credit Rating
KLEOPATRA LUX: Moody's Lowers Corporate Family Rating to 'Caa3'


N E T H E R L A N D S

ENDEMOL BV: Two of Largest Lenders Back Debt-for-Equity Swap
GENMED HOLDING: Posts US$463,000 Net Loss in Third Quarter


P O R T U G A L

REDE FERROVIARIA: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.


R O M A N I A

PRODLACTA BRASOV: Enters Into Insolvency Process


R U S S I A

ALFA-BANK OJSC: Fitch Rates RUB5-Bil. Sr. Unsec. Bonds at 'BB+'
EUROPEAN BEARING: S&P Assigns 'B+' Long-Term Corp. Credit Rating
ROSSIYA OJSC: Fitch Affirms B- Insurer Financial Strength Rating
* TULA REGION: Fitch Affirms Long-Term Currency Ratings at 'BB-'


S P A I N

AYT COLATERALES: Fitch Affirms 'BB' Ratings on Three Note Classes
BBVA EMPRESAS: Fitch Affirms Rating on Class B Notes at 'BB+sf'
SANTANDER CONSUMER: Moody's Assigns 'Ca' Rating to Serie D Note


S W E D E N

SAAB AUTOMOBILE: Gets Youngman Payment; Dec. 19 Court Hearing Set


U N I T E D   K I N G D O M

BLACKS LEISURE: Rival Retailers Mull Takeover Bid
CONSOLIDATED MINERALS: S&P Cuts Corporate Credit Rating to 'B+'
DWS INVESTMENT: To Liquidate EUR257 Million Real Estate Fund
HALLIWELLS: BDO Applies to be Named Liquidator
LA SENZA: Calls In KPMG to Advise on Restructuring

THOMAS COOK: To Close 200 Stores Under Turnaround Plan
THOMAS COOK: Sells Spanish Hotel Chain to Iberostar
THOMAS COOK: Union Lifts Strike Threat at Unit


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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


MANROLAND AG: Chinese Companies Eye Takeover, Administrator Says
----------------------------------------------------------------
Rajiv Sekhri at Bloomberg News, citing Frankfurter Allgemeine
Zeitung, reports that Manroland AG's insolvency administrator
Werner Schneider is talking with several parties interested in
buying the company.

According to Bloomberg, Mr. Schneider told the newspaper there
are companies from China and other emerging countries interested
in a complete takeover of Manroland.

Meanwhile, Sheenagh Matthews at Bloomberg News, citing
Handelsblatt, relates that Manroland's insolvency administrator
Werner Schneider said talks with the company's customers show
they are standing by the German company.

The German newspaper, citing an interview with Mr. Schneider,
said that the danger that orders will be canceled has been
averted for the time being, Bloomberg relates.

Handelsblatts said that Manroland is seeking a strategic investor
with the help of Lazard Ltd., Bloomberg notes.

Manroland AG is an Offenbach-based printing-press maker.

As reported by the Troubled Company Reporter-Europe on Nov. 28,
2011, Bloomberg News related Manroland filed to open insolvency
proceedings with the district court in Augsburg, Germany.  "The
decision to file for insolvency was triggered by another dramatic
downturn in incoming orders which can be noticed since mid-July
and has recently accelerated," Bloomberg quotes Manroland as
saying in a statement.  "Customers are finding it far more
difficult to obtain financing in the aftermath of the financial
crisis."


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


* HUNGARY: Mandatory Liquidations Initiated at 3.54% of Firms
-------------------------------------------------------------
According to MTI-Econews, business daily Napi Gazdasag, citing
data compiled by business information provider Dun and Bradstreet
(D+B), said on Wednesday that mandatory liquidation or bankruptcy
protection procedures were initiated at 3.54% of Hungarian
companies this year, up from 3.21% in 2010.

The paper said that the rate was highest, at over 6%, in the
construction sector.


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


DA VINCI: Fitch Affirms Rating on Class C Notes at 'Dsf'
--------------------------------------------------------
Fitch Ratings has placed Da Vinci Synthetic plc's class A and B
notes Rating Watch Negative (RWN) and affirmed the class C notes,
as follows:

  -- EUR25.9m Class A floating-rate notes: 'B-sf'; placed on RWN

  -- EUR20.8m Class B floating-rate notes: 'CCCsf'; placed on RWN

  -- EUR7.7m Class C floating-rate notes: affirmed at 'Dsf';
     Recovery Estimate 0%

The rating actions follow American Airline's announcement that it
has filed for bankruptcy protection under Chapter 11 of the US
bankruptcy code.  As of the last servicer report in September
2011, the transaction's exposure to American Airlines was US$8.9
million (equivalent to EUR7.09 million at the transaction
specific exchange rate).

The transaction is a synthetic securitization of a portfolio of
financial leases and loans secured on aircraft and associated
aircraft collateral.  Merrill Lynch International Bank (MLI)
entered into a credit default swap (CDS) with Intesa Sanpaolo
(IntesaSP) under which it sells protection on a reference
portfolio of up to US$650 million.  All financial lease or loan
obligations (the reference portfolio) relate to the financing or
refinancing of aircrafts.

Under the terms and conditions of the CDS documentation,
bankruptcy of an airline constitutes a credit event if the
reference claims do not continue to be serviced by the relevant
airline or the reference obligations become accelerated.  Under
the CDS, Intesa SP has a period of 180 days from when it becomes
aware that a credit event has occurred to issue a credit event
notice.  Upon delivery of the credit event notice, IntesaSP has a
maximum of one year to delivery the required certifications to
the seller of the CDS counterparty to prove that the credit event
is eligible for payment.  In such event, it would trigger the
loss determination mechanism, and the ultimate loss for the
transaction will depend on the value realised from the respective
aircrafts. American Airline's reference claims related to two MD-
83 aircraft, which Fitch expects to have limited recovery value.
Hence if a credit event notice is served, Fitch expects the class
C notes to suffer a loss of approximately EUR7 million.

The agency will continue to monitor this transaction, the airline
sector and the market value of aircrafts and take rating action
on the notes as appropriate.  The agency will review the
transaction as soon as new information with regards to the course
of action taken by IntesaSP made available to the agency allows
for a detailed and differentiated reassessment of the
transaction's performance.


TBS INTERNATIONAL: Artis Capital Owns 11.9% of Class A Shares
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Artis Capital Management, L.P., disclosed that, as of
Dec. 9, 2011, it beneficially owns 2,111,147 shares of Class A
ordinary shares of TBS International representing 11.96% of the
shares outstanding.  The percentage is based on 17,654,969 Shares
of Class A Ordinary Shares outstanding as of Nov. 1, 2011, as
reported in the Company's quarterly report on Form 10-Q for the
period ended Sept. 30, 2011, filed with the SEC on Nov. 9, 2011.

A full-text copy of the Schedule 13G is available for free at:

                        http://is.gd/rlwtRN

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company also reported a net loss of US$55.16 million on
US$282.64 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of US$29.21 million on
US$311.06 million of total revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed US$659.28
million in total assets, US$409.77 million in total liabilities
and US$249.51 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


===================
K A Z A K H S T A N
===================


ALLIANCE BANK: S&P Revises Issuer Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on 11
Kazakhstan-based banks after applying its new bank ratings
criteria, which was published on Nov. 9, 2011. "We've listed the
ratings on these banks and any changes that resulted from
applying our new criteria in the ratings list. All ratings placed
on CreditWatch will be reviewed within 90 days," S&P said.

"We will publish individual research updates on each bank
including a list of ratings on affiliated rated entities, as well
as 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.
Ratings on specific issues will be available on RatingsDirect and
www.standardandpoors.com following release," S&P said.

Ratings List
Kazakhstan Banks

                                     To               From

Alliance Bank JSC
Issuer credit rating              B-/Stable/C      B-/Stable/C
Kazakhstan national scale rating  kzBB-            kzBB-

Halyk Savings Bank of Kazakhstan
Issuer credit rating              BB/Stable/B      B+/Stable/B

HSBC Bank Kazakhstan JSC
Issuer credit rating              BBB/Stable/A-3  BBB/Stable/A-3
Kazakhstan national scale rating  kzAA+            kzAA+

JSC AsiaCredit Bank
Issuer credit rating              B/Negative/B     B/Stable/B
Kazakhstan national scale rating  kzBB+            kzBB+

JSC Delta Bank
Issuer credit rating              B/Stable/B       B/Stable/B
Kazakhstan national scale rating  kzBB+            kzBB+

JSC Eurasian Bank
Issuer credit rating              B+/Stable/B      B/Stable/B
Kazakhstan national scale rating  kzBBB            kzBB+

JSC Nurbank
Issuer credit rating              B/Watch Neg/C    B/Stable/C
Kazakhstan national scale rating  kzBB+/Watch Neg  kzBB+

KazInvestBank
Issuer credit rating              B-/Negative/C    B-/Negative/C
Kazakhstan national scale rating  kzBB-            kzBB-

Kazkommertsbank (JSC)
Issuer credit rating              B+/Stable/B      B/Stable/C

Temirbank JSC
Issuer credit rating              B/Stable/B       B/Stable/B
Kazakhstan national scale rating  kzBB             kzBB

Tsesna Bank
Issuer credit rating                B/Negative/C     B/Stable/C
Kazakhstan national scale rating    kzBB             kzBB+


===========
L A T V I A
===========


LATVIJAS KRAJBANKA: Riga City Council Files Insolvency Petition
---------------------------------------------------------------
Latvian News Agency LETA said the Riga Regional Court decided
Tuesday to launch insolvency proceedings against "Latvijas
Krajbanka" following a petition from the Financial and Capital
Market Commission.

The regional court turned down the Financial and Capital Market
Commission's suggestion to appoint Ints Goldmanis the bank's
administrator, and told the Commission to nominate another
candidate for the bank's administrator until December 16, as the
court's press secretary Aigars Berzins informed LETA.

The court also ruled that the bank's property would be arrested.

As reported in Troubled Company Reporter-Europe on Dec. 5, 2011,
Reuters said Latvia's banking regulator had filed bankruptcy
papers on midsize lender Latvijas Krajbanka, adding that it is
keeping a close eye on several other banks.  "The Financial and
Capital Market Commission [Thurs]day submitted to the Riga
district court an application about Latvijas Krajbanka's
insolvency," Reuters quoted the commission as saying in a
statement on its Web site.  FKTK head Irena Krumane and board
member Janis Placis have resigned amid allegations of mishandling
of the collapse of Latvijas Krajbanka, an affiliate of Snoras
Bank which Lithuania nationalized earlier this month, Reuters
recounted.  The FKTK suspended Latvijas Krajbanka, the sixth-
largest bank by deposits, on Nov. 21 after neighboring Lithuania
nationalized Snoras, Reuters disclosed.

Headquartered in Riga, Latvia, AS Latvijas Krajbanka provides
commercial banking services to businesses and private individuals
in Latvia and the markets of the Commonwealth of Independent
States.  As of Dec. 31, 2009, AS Latvijas Krajbanka had 115
customer service centers and 190 automated teller machines.  AS
Latvijas Krajbanka is a subsidiary of AS banka Snoras.


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


CODITEL HOLDING: S&P Withdraws 'B' Long-Term Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and then withdrew its
'B' long-term corporate credit rating on Luxembourg-based cable
operator Coditel Holding Lux Sarl at the issuer's request.

"The rating action follows the completion of Coditel's full
refinancing of its capital structure on Dec. 2, 2011, with new
bank loans and a mezzanine facility replacing its initial bridge
loan. At closing of the transaction, on Dec. 2, 2011, debt
leverage was down slightly from that of the initial capital
structure and liquidity was adequate, in our opinion. At the time
of the withdrawal, the outlook was stable and the company had no
rated debt outstanding," S&P said.


KLEOPATRA LUX: Moody's Lowers Corporate Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) and probability of default rating of Kleopatra Lux 1
S.a.r.l. (Kleopatra) to Caa2 and Caa3 respectively from Caa1. The
outlook on the ratings remains negative. Kleopatra is the
ultimate holding company of Germany-based plastic packaging
manufacturer Kloeckner Pentaplast.

Ratings Rationale

The rating action reflects the possibility of a financial
restructuring becoming increasingly likely as the group's debt
load appears very high, as indicated by debt/EBITDA of above 10x
as of September 2011. Although operating profitability with a
Moody's adjusted EBITDA margin of around 11% in the past
financial year (ending September 2011) was solid and was even
slightly enhanced on the back of a moderate volume recovery,
benefits from extensive restructuring measures and additional
capacity added, cash generation was negative due to high capex
and restructuring costs. In addition, the current weak
macroeconomic outlook makes it in Moody's view rather unlikely
that, going forward, the company will be able to enhance profit
generation sufficiently to allow it to effectively de-lever. As a
result of largely stable operating performance over the past
years, covenant headroom tightened significantly as test levels
ratchet downwards. As such, Moody's cautions that a covenant
breach and hence a restructuring of the company's liabilities
could become highly likely over the next few months.

On a more positive note, Moody's acknowledges that the company's
operational performance continues on a rather stable and
profitable pattern, which in Moody's view makes a going concern
assumption likely. The one notch differential between the
company's CFR of Caa2 and the PDR of Caa3 therefore reflects
Moody's expectation that any potential financial restructuring
will result only in a moderate loss for lenders. In addition,
Moody's notes that there is no immediate liquidity pressure,
considering the company's extended debt maturity profile and a
solid liquidity position, largely consisting of about EUR212
million of cash available per September 2011. However, Moody's
cautions that in case of a covenant breach, Kleopatra would be
dependent on obtaining a waiver from its lenders or an equity
contribution by its shareholder to heal any potential breach to
avoid a liquidity shortfall. A covenant breach, if not waived or
healed through an equity cure, may trigger the majority of the
group's lending arrangements becoming immediately due without
Kleopatra having sufficient back-up funds available.

The negative outlook reflects Moody's expectation that
Kleopatra's ratings could be further downgraded should any
financial restructuring that would lead to a loss for lenders be
implemented. In addition, Moody's expects operating and financial
performance will be negatively impacted by the difficult
macroeconomic environment in the group's strongholds of Europe
and North America. This will in the view of the rating agency
limit any material recovery, as Moody's expects severe
competition in both PVC and PET applications to persist, which
would suppress potential for margin enhancement. More
specifically, Moody's assumes that high leverage, negative net
income -- predominantly driven by high interest expense - and
declining equity will continue over the next quarters. While
Moody's expects that Kleopatra's free cash flow generation, which
was negative over the last year, will be turned around to
modestly positive territory on the back of lower capex spending,
Moody's does not expect positive free cash flow to contribute to
any material deleveraging.

What Could Change the Rating Down-Up

The rating could be downgraded further if negative free cash flow
generation were to persist or if the short-term liquidity profile
weakened further leading to a debt restructuring with a resulting
loss for lenders.

Positive rating pressure would increase if Kleopatra manages to
remain free-cash-flow positive, with debt/EBITDA levels dropping
significantly below 10x on a sustainable basis and EBIT margins
approaching the mid-to-high single digits.

Downgrades:

   Issuer: Kleopatra Lux 1 S.a.r.l.

   -- Probability of Default Rating, Downgraded to Caa3 from Caa1

   -- Corporate Family Rating, Downgraded to Caa2 from Caa1

Principal Methodology

The principal methodology used in rating Kleopatra was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009.

Kleopatra Lux 1 S.a.r.l., with legal domicile in Luxemburg, is
the ultimate holding company for Kloeckner Pentaplast, a global
leader in the manufacturing of rigid plastic films for the
pharmaceutical, food, medical, electronics and other packaging
industry. The company generated EUR1.1 billion of sales during
fiscal year 2011 (ending September), approximately 53% of which
came from Europe, 43% from the US, Latin America and Canada, and
4% from its Asian operations. The company is owned by private
equity investor Blackstone since a takeover in 2007.


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


ENDEMOL BV: Two of Largest Lenders Back Debt-for-Equity Swap
------------------------------------------------------------
Isabell Witt at The Scotsman reports that lenders to Endemol will
take over the company in a debt-for-equity swap, rejecting Time
Warner's latest EUR1 billion (GBP844 million) bid.

According to the Scotsman, sources said that the deal will cut
the company's EUR2 billion of loans to around EUR550 million.

Two of the largest lenders, Royal Bank of Scotland and Lehman
Brothers, and two shareholders -- investment firm Cyrte and
Goldman Sachs -- have supported the move, ending a deadlock by
getting two-thirds of lenders to agree to a deal, the Scotsman
discloses.

The sources said that Barclays and Endemol's third biggest
shareholder, Italian broadcaster Mediaset, are holding out for
better terms but do not have enough voting rights to block the
restructuring, the Scotsman notes.

Endemol's equity would be split among lenders and existing
shareholders, depending on the debt each party holds, the
Scotsman says.

The Scotsman relates that one the sources said existing
shareholders would receive around 30%, while the rest would be
distributed among hedge funds and bank lenders.

According to the Scotsman, a source added that lenders were set
to extend a waiver of the covenant breach on Endemol's debt until
next year to finalize the restructuring.

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.


GENMED HOLDING: Posts US$463,000 Net Loss in Third Quarter
----------------------------------------------------------
Genmed Holding Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of US$463,080 on US$0 revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
US$443,471 on US$0 revenue for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company has
reported a net loss of US$2.37 million on US$nil revenue,
compared with a net loss of US$1.71 million on US$nil revenue for
the corresponding period last year.

At Sept. 30, 2011, the Company's balance sheet showed
US$1.29 million in total assets, US$2.94 million in total
liabilities, and a stockholders' deficit of US$1.65 million.

As reported in the TCR on April 27, 2011, Meyler & Company, LLC,
in Middletown, N.J., expressed substantial doubt about Genmed
Holding's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred cumulative net losses of US$69.99 million
since inception, and had net losses of US$7.73 million and
US$8.59 million for the years ended Dec. 31, 2010, and 2009.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/tpbqzc

Based in The Netherlands, Genmed Holding Corp. through its wholly
owned Dutch subsidiary Genmed B.V. is focusing on the delivery of
low cost generic medicines directly to distribution chains
throughout Europe.  Generic medicines, which become available
when the originator medicines patents has expired, are, due to
continuing governmental pressure and new insurance policies,
increasingly used as equally effective alternatives to higher-
priced originator pharmaceuticals by general practitioners,
specialists and hospitals.


===============
P O R T U G A L
===============


REDE FERROVIARIA: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.
-----------------------------------------------------------------
As previously announced, on Dec. 8, 2011, Standard & Poor's
Ratings Services placed its 'B-' long-term corporate credit, 'B-'
nonguaranteed issue, and 'BBB-' guaranteed issue ratings on
Portuguese rail infrastructure manager Rede Ferroviaria Nacional
REFER, E.P.E. (REFER) on CreditWatch with negative implications.

                          Rationale

The CreditWatch placement on REFER follows that on the Republic
of Portugal (BBB-/Watch Neg/A-3) on Dec. 5, 2011. (See
"Portugal's 'BBB-/A-3' Ratings Placed On CreditWatch Negative,"
on RatingsDirect on the Global Credit Portal.)

"In our view, additional weakening of financial and economic
conditions in Portugal could reduce the government's ability to
provide extraordinary support to REFER," S&P said.

"Nonetheless, we continue to factor into our 'B-' long-term
corporate credit rating on REFER a four-notch uplift from its
stand-alone credit profile (SACP), which we assess at 'cc', in
accordance with our criteria for rating government-related
entities (GREs). This reflects our opinion that there is a
'very high' likelihood that the Republic of Portugal would
provide timely and sufficient extraordinary support to REFER in
the event of financial distress," S&P said. This view is based on
S&P's assessment of REFER's:

    "Very important" role for the Portuguese government, given
     its natural monopoly position as the national rail
     infrastructure manager; and

    "Very strong" link with the Portuguese government, given
    REFER's 100% state ownership and its strong legal status as a
    public entity.

"In line with our GRE criteria, a two-notch downgrade of Portugal
could lead us to lower the long-term rating on REFER by one
notch, assuming that our assessment of the company's SACP and the
likelihood of extraordinary government support to REFER do not
change. However, if we lower our long-term rating on Portugal by
one notch, the long-term rating on REFER would not change, all
else remaining equal," S&P said.

                          CreditWatch

"We aim to resolve the CreditWatch placement on REFER once we
resolve that on the Republic of Portugal. We expect to conclude
our review of European Economic and Monetary Union (eurozone)
sovereign ratings as soon as possible following the European
Summit on Dec. 8-9, 2011. Our policy is to resolve CreditWatch
placements within 90 days, although we will attempt to resolve
them sooner, if possible," S&P said.

"As part of the CreditWatch resolution, we will consider the
possible consequences of us lowering our sovereign rating on
Portugal for the likelihood of extraordinary support to REFER
from the Portuguese government," S&P related.

"As part of the resolution of the CreditWatch placement on the
nonguaranteed issue ratings, we will evaluate whether or not we
think the individual debt instruments would rank pari passu in a
default situation. If we believe that they would not rank pari
passu, any subordinated debt would be at risk of a downgrade by
up to two notches below our corporate credit rating on REFER,"
S&P said.

Ratings List
CreditWatch Action
                                   To                 From
Rede Ferroviaria Nacional
REFER, E.P.E.
Corporate Credit Rating       B-/Watch Neg/--    B-/Watch Dev/--
  Senior Unsecured Debt        B-/Watch Neg       B-/Watch Dev
  Guaranteed Debt              BBB-/Watch Neg     BBB-


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R O M A N I A
=============


PRODLACTA BRASOV: Enters Into Insolvency Process
------------------------------------------------
According to Business Review, Mediafax reported that Prodlacta
Brasov has entered insolvency procedures after a local Romanian
court approved in November the request filed by the company's
legal administrators, Info-Dip Insolvency SPRL and RVA Insolvency
Specialists SPRL.  The two companies have also requested that the
company's shares be suspended from trading on the Bucharest Stock
Exchange, the report says.

Business Review says Prodlacta's revenues have been on downward
trend in the past couple of years.  The company, the report
relates, has managed to halve its costs in the first three
quarters on this year, but its sales have collapsed by 130%
y-o-y, reaching RON 16.6 million while its losses went up by 24%,
to RON3.4 million.

Last year the company's business fell by 17%, to RON48.5 million,
company representatives explaining at that time that Prodlacta
had to reduce the prices of its products due to competition
pressure. according to Business Review.

Olympus has previously proposed social capital increases to
Prodlacta's shareholders, but the proposition was rejected.

Prodlacta Brasov is a Romania-based dairy producer.


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


ALFA-BANK OJSC: Fitch Rates RUB5-Bil. Sr. Unsec. Bonds at 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned OJSC Alfa-Bank's five-year RUB5
billion issue of senior unsecured bonds, due December 2, 2016 a
final Long-term local currency rating of 'BB+' and National Long-
term rating of 'AA(rus)'.

The rate of the first three coupons has been set at 9.25%. The
bonds have a put option on June 7, 2013.

OJSC Alfa-Bank is the largest privately-owned bank in Russia by
assets. It is part of the larger Alfa Bank Group, which is
ultimately owned by six individuals, with the largest stakes held
by Mikhail Fridman (36.47%) and German Khan (23.27%).


EUROPEAN BEARING: S&P Assigns 'B+' Long-Term Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit and 'ruA+' Russia national scale ratings to
Russian OJSC European Bearing Corporation (EBC). The outlook is
stable.

"Our ratings on EBC reflect our view of EBC's business risk
profile as 'weak' and financial risk profile as 'aggressive', as
our criteria define these terms," S&P said.

EBC is Russia's largest producer of bearings for railroad rolling
stock, aviation and defense, industrial, and automotive
applications. Notwithstanding high market shares in key sectors,
EBC faces increasing competition from both leading global and
low-cost Chinese producers of bearings. The longer-term demand
for bearings in Russia depends on the viability and international
competitiveness of EBC's customers.

EBC's current group and borrowing structure, while effectively
protecting creditors, is complex and constrains the group's
growth and strategic ambitions. ECB might refinance these
facilities by issuing ruble bonds, terms of which are not yet
known. "We see EBC's liquidity cushion as 'less than adequate',
because of the scheduled amortization payments, or, if EBC
refinances with bonds, because of near- or medium-term bullet
maturities or puts," S&P said.

"The stable outlook reflects our view that, as EBC continues to
rebound from the sharp 2009 recessionary downturn, profitable
growth will support debt repayments and limited capital
expenditures within covenants under a loan from the European Bank
for Reconstruction and Development (EBRD; AAA/Stable A-1+), or
the likely more flexible covenants of a ruble bond. Adjusted
debt-to-EBITDA coverage maintained at 2.5x or below and funds
from operations to debt remaining at 20%-30% are consistent with
the current ratings if EBC's markets and competitiveness continue
to improve steadily," S&P said.

If EBC's trading performance and working-capital management --
and hence, cash flow adequacy -- are robust, we could raise the
ratings. If EBC refinances the EBRD facility, an upgrade would
also be contingent on a good spread of debt maturities and a
commitment to moderate financial policies broadly in line with
the current loan agreement," S&P said.

"Alternatively, if future financing does not include sufficient
backup funding to cover the bullet maturities and potential puts
of bonds, if creditors do not have a clear claim against the cash
flows and assets of all important units of the group, or if EBC's
market positions and competitiveness deteriorate, we could lower
the ratings," S&P said.


ROSSIYA OJSC: Fitch Affirms B- Insurer Financial Strength Rating
----------------------------------------------------------------
Fitch Ratings has affirmed OJSC Rossiya Insurance Company's
Insurer Financial Strength (IFS) rating at 'B-' and National IFS
ratings at 'BB-(rus)'.  The Outlook is Negative.

The Negative Outlook continues to reflect the limited evidence
that Rossiya will achieve a sustainable improvement of its
underwriting performance in the medium term.  Although the
insurer's portfolio demonstrated growth in 9M11 for the first
time since 2009, Fitch notes that this growth was largely
achieved through the compulsory motor third party liability
(MTPL) insurance business, a segment with intense competitive
pressure in the local market.  In the absence of competitive
advantages that differentiate Rossiya from other players, Fitch
believes the company is unlikely to achieve a healthier
underwriting performance through this strategy.

The rating affirmation reflects the improvement of the combined
ratio to 111% in 9M11 from 183% in 9M10 and 171% in 2010 - the
2010 figures were affected by adverse prior year reserve
development.  Fitch also notes that the rapid growth of premiums
(55% on a gross of reinsurance basis and 71% on a net basis, in
9M11) slightly reduced the pressure of expense levels on
Rossiya's combined ratio after a sharp contraction of premiums in
2009 and 2010.  Nevertheless, the agency considers the 30%
commission ratio and 29% expense ratio reported by Rossiya in
9M11 to still be high for an insurer with a high proportion of
motor business in its portfolio.  The agency believes that
reducing commission levels will be a challenging task for
Rossiya, as it is a medium-sized insurer with limited bargaining
power and does not have access to alternative distribution
capabilities.

In Fitch's opinion, if Rossiya were to fail to maintain
improvements in its underwriting performance, this could result
in reduced willingness of its beneficiary individual shareholder
to support the company with further capital injections.  Fitch
would therefore consider a deterioration in the combined ratio in
2012 compared to 2011 as a trigger for a downgrade.

Conversely, Fitch would view positively an improved
diversification of the portfolio towards more profitable lines of
business and the return to positive levels of the underwriting
result through more efficient expense management, although the
agency does not believe this is a realistic target for the
company in 2012.

On the positive side, Fitch notes that Rossiya's beneficiary
individual shareholder continued to support the company with
capital injections amounting to RUB0.5bn in 9M11 (2009: RUB1.1bn,
2010: RUB4.4bn), and helped to offset the large underwriting
losses and bad debt write-offs.  The agency also notes that the
recent improvement of underwriting performance reduced, to some
extent, the company's need and dependence on further capital
injections.

While the track record of support has been favorable, Fitch
continues to acknowledge risks related to the future ability and
commitment of the shareholder to support Rossiya.  These risks
include a lack of transparency of Rossiya's beneficiary
shareholder's ability to provide financial support and the fact
that Rossiya is viewed as a non-core portfolio investment by the
shareholder.

Fitch believes that Rossiya has an investment policy involving
significant risks and considers this to be a rating constraint.
The agency notes that the investment policy creates additional
risks for the capital when the underwriting performance is loss-
making.  Fitch sees no potential for positive rating actions in
the absence of improvements in the investment risk management
area.


* TULA REGION: Fitch Affirms Long-Term Currency Ratings at 'BB-'
----------------------------------------------------------------
Fitch Ratings has affirmed the Russian region of Tula's Long-term
foreign and local currency ratings at 'BB-'.  The agency has also
affirmed the region's National Long-term rating at 'A+(rus)' and
Short-term foreign currency rating at 'B'.  The Outlooks on the
Long-term ratings are Stable.

The affirmation reflects the region's growing economy, expected
improvement of budget performance, moderate direct risk burden
and low contingent liabilities.  However, it also factors in the
short-term profile of Tula's outstanding debt, which is causing
refinancing pressure and still low, albeit recovering operating
balance.

Fitch notes that continuing weak budgetary performance caused by
an inability to control growth of operating expenditure and a
significant increase in short-term debt would lead to downward
rating pressure.  Conversely, maintenance of a sound budgetary
performance with margins above 10% for two consecutive years
coupled with the stabilization of the region's debt below 30% of
current revenue would be positive for the ratings.

Fitch expects Tula's operating performance to be restored close
to the pre-crisis level after its notable deterioration in 2009
and 2010. Based on economic recovery trends and actual execution
of the budget in the first nine months of 2011, the agency
expects the operating margin to increase to 9.2% over the year.
The increase in tax revenue proceeds was the major driver of
operating revenue in 2011.  Fitch expects the margin to stabilize
at about 8%-9% in 2012 and 2013.

High capital expenditure led to an increase in the deficit before
debt variation to RUB3.9 billion in 2010, or 10.4% of total
revenue (2009: 7.8% deficit).  The region's capital expenditure
almost doubled in 2010 and totalled RUB11 billion (2009: RUB5.6
billion).  The increase was underpinned by a significant amount
of capital revenue in the form of a capital grant from the
federation.  The administration expects a significant cut-back in
capex in 2011, which will lead to a surplus before debt
variation.

Direct risk remains manageable in relative terms, accounting for
20% of Fitch-expected current revenue in 2011.  However, the
region is exposed to refinancing risk since the structure of its
risk is dominated by short-term bank loans.  Tula should redeem
RUB5.34 billion or about 90% of total risk in 2012.  Fitch notes
that given the increasing tension in the financial markets, the
cost of new loans will increase from the current low 6%-7% per
annum.  This would lead to an increase in interest expenditure
and suppress the current margin.

The region has a well-diversified local economy. It benefits from
proximity to Moscow, the capital of the Russian Federation (RF).
During the past five years, the region has had stable economic
growth outpacing the RF average, but the size of its economy is
still below the national average.  Although its population
accounts for about 1.1% of the national total, the region
produces only 0.7% of total value added production.


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


AYT COLATERALES: Fitch Affirms 'BB' Ratings on Three Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed all tranches of the AyT Colaterales
Global Hipotecario BBK series and AyT Hipotecario BBK series, a
series of four Spanish prime RMBS transactions originated and
serviced by Bilbao Bizkaia Kutxa ('A'/'F1'/RWN).  The Outlooks on
the tranches remain Stable.

The affirmations reflect the stable asset performance and
sufficient level of credit support available to the rated notes
of all four transactions.

The reserve funds in all four deals remain fully funded which
combined with the sequential redemption, have contributed to an
increase in the credit enhancement levels available to the notes,
compared to those at close.  Apart from AyT Hipotecario BBK I,
all other transactions from the series are expected to continue
amortizing in sequential order over the next 18 months.  Fitch
expects AyT Hipotecario BBK I to switch to a pro-rata pay-down
and its reserve fund to amortize from April 2012 as all
conditions are currently met.  As a result, credit enhancement
levels are expected to remain stable for all of AyT Hipotecario
BBK I's tranches of notes.

All four transactions feature provisioning mechanisms, whereby
defaulted loans, defined as loans in arrears by more than 18
months, are fully provisioned using excess spread generated by
the structures.  The most recent investor reports show period
gross excess spread ranging between 0.1% (AyT Colaterales BBK II)
and 0.4% (AyT Hipotecario BBK I) of the outstanding collateral
balance, which was sufficient to cover for period defaults.
Fitch expects the excess spread to remain sufficient for
provisioning purposes, and consequently reserve fund draws are
unlikely in the next 12-18 months.  For this reason, the agency
has affirmed the ratings of the notes with Stable Outlooks.

At present, loans in arrears by more than three months range
between 0.5% and 1.1% of the outstanding pool balances of AyT
Hipotecario BBK I and AyT Colaterales BBK I, respectively.  Given
the low interest rate environment and the seasoning of the
underlying assets, especially in the two AyT Hipotecario
transactions, the agency does not expect sudden asset
deterioration of the pool in the upcoming payment dates.  In its
analysis of the underlying pools, the agency has identified a
portion of loans that have either had their margin reduced and/or
maturity extended, which may have contributed to lower arrears
levels.  The portion of loans that have seen changes to initial
terms range between 6.2% (AyT Colaterales BBK I) and 19.6% (AyT
Hipotecario BBK I) of the current portfolio.  In its analysis of
the deals, Fitch applied more conservative default assumptions
for such loans, as in its view, alterations of terms and
conditions could signal weaker borrower profiles.

The pools comprise loans with high current loan-to-value ratios,
ranging from 64.3% to 78.9% in AyT Colaterales BBK II and AyT
Colaterales BBK I, respectively.  Most of the loans in the pools
are to borrowers in the Basque region, which is one of the more
prosperous regions in Spain.  However, the agency has identified
broker-originated loans, which range between 3.0% (AyT
Hipotecario BBK I) and 9.7% (AyT Colaterales BBK I) of the
current pool balances and for which additional default
assumptions have been applied, as outlined in Fitch's criteria
addendum for Spain.

The rating actions are as follows:

AyT Colaterales Global Hipotecario, FTA Serie AyT Colaterales
Global Hipotecario BBK I:

  -- Class A notes (ISIN ES0312273008) affirmed at 'A-sf';
     Outlook Stable

AyT Colaterales Global Hipotecario, FTA Serie AyT Colaterales
Global Hipotecario BBK II:

  -- Class A notes (ISIN ES0312273362) affirmed at 'AA-sf';
     Outlook Stable
  -- Class B notes (ISIN ES0312273370) affirmed at 'BBsf';
     Outlook Stable

AyT Hipotecario BBK I, FTA

  -- Class A notes (ISIN ES0312364005) affirmed at 'AAAsf';
     Outlook Stable
  -- Class B notes (ISIN ES0312364013) affirmed at 'Asf'; Outlook
     Stable
  -- Class C notes (ISIN ES0312364021) affirmed at 'BBsf';
     Outlook Stable

AyT Hipotecario BBK II, FTA

  -- Class A notes (ISIN ES0312251004) affirmed at 'AAsf';
     Outlook Stable
  -- Class B notes (ISIN ES0312251012) affirmed at 'Asf'; Outlook
     Stable
  -- Class C notes (ISIN ES0312251020) affirmed at 'BBsf';
     Outlook Stable


BBVA EMPRESAS: Fitch Affirms Rating on Class B Notes at 'BB+sf'
---------------------------------------------------------------
Fitch Ratings has affirmed BBVA Empresas 5, FTA, as follows:

  -- EUR768m Class A notes (ISIN ES0313281000): affirmed at
     'AAAsf'; Outlook Stable;
  -- EUR275m Class B notes (ISIN ES0313281018): affirmed at
     'BB+sf'; Outlook Stable;

The affirmations reflect sufficient levels of credit enhancement
(CE) for the ratings driven by the deleveraging of the
transaction.  Currently, CE for the class A and B notes stands at
50% and 24%, respectively.

The transaction has not yet experienced any defaults. Although
90+ day delinquencies remain at low levels, they have been
increasing during the past five months and currently represent 2%
of the outstanding balance as of the October 2011 investor
report.  Also, the transaction has considerable obligor and
industry concentration.  Currently, the top one, 10 and 20
obligors account for 2%, 17% and 29%, respectively, while
exposure to real estate and construction sectors stands at 29%.

In Fitch's view, the notes' current CE and the transaction's
ability to withstand the agency's stress scenarios mitigate the
concentration risk and increasing arrears.


SANTANDER CONSUMER: Moody's Assigns 'Ca' Rating to Serie D Note
---------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings
to the debt issued by FONDO DE TITULIZACION DE ACTIVOS SANTANDER
CONSUMER SPAIN AUTO 2011-1:

   -- EUR659.8M Serie A Note, Assigned Aaa (sf)

   -- EUR71.6M Serie B Note, Assigned Aa3 (sf)

   -- EUR63.6M Serie C Note, Assigned Baa2 (sf)

   -- EUR117.3M Serie D Note, Assigned Ca (sf)

Ratings Rationale

FTA SANTANDER CONSUMER SPAIN AUTO 2011-1 is a securitization of
loans granted by Santander Consumer, E.F.C., S.A. to Spanish
individuals. Santander Consumer is acting as Servicer of the
loans while Santander de Titulizacion S.G.F.T., S.A. is the
Management Company.

As of November 2011, the provisional pool was composed of a
portfolio of 85,456 unsecured auto loans granted to 84,975
obligors located in Spain, 97.4% of whom are private individuals.
98% of the assets were originated between 2010 and 2011. The
weighted average seasoning of the portfolio is 1.0 year and its
weighted average remaining term is 3.7 years. Around 78.5% of the
portfolio are loans to purchase new vehicles, and the remaining
21.5% are loans to purchase used vehicles. Geographically, the
pool is concentrated mostly in Andalucia (24.2%) and Madrid
(13.5%). The provisional portfolio, as of its poolcut date, did
not include any loans in arrears.

The rating is primarily based on, (i) an evaluation of the
underlying portfolio of loans; (ii) the historical performance
information; (iii) the swap agreement, under which the swap
counterparty will pay the weighted-average margin on the notes
plus an excess spread of 2.5% on a notional equal to the
portfolio net of loans in arrears for more than 90 days; (iv) the
credit enhancement provided by the excess spread and the reserve
fund (that however can also be used to cover portfolio defaults);
(v) the liquidity support available in the transaction, by way of
principal to pay interest, and the reserve fund; (vi) the
provisions for the appointment of a back-up servicer; and (vii)
the legal and structural integrity of the transaction.

This deal benefits from several credit strengths, such as the
granularity of the portfolio and its short portfolio weighted
average life of around 2.5 years, as well as the simplicity of
the structure, which does not include a revolving period and
where notes are repaid sequentially. Moody's, however, notes that
the transaction features a number of credit weaknesses, as there
is some exposure to commingling risk (although partially
mitigated by the undertaking of Santander Consumer Finance S.A.
(SCF, A3/P-2) to fund a commingling reserve if it is downgraded
below Baa3) as well as the presence of an unrated servicer, which
is mitigated by the appointment of SCF as the transaction back up
servicer at closing. Moody's also took into account the worse
than expected performance of some of the previous Santander
transactions in the same sector. These characteristics, amongst
others, were considered in Moody's analysis and ratings.

In its quantitative assessment, Moody's assumed a mean default
rate of 10%, with a coefficient of variation of 40% and a
recovery rate of 30%. Moody's also tested other set of
assumptions under its Parameter Sensitivities analysis. The
results show that the model output for class A notes would be 2
notches lower if the mean default rate assumption was to increase
to 13%, all other parameters being kept unchanged. Similarly, the
model output would be 1 notch lower if the recovery rate
assumption was to decrease to 20%, all other parameters being
kept unchanged. For more details, please refer to the full
Parameter Sensitivity analysis included in the New Issue Report
of this transaction. The main source of uncertainty in the
analysis relates to the variability of the assets historical
performance

The V Score for this transaction is Low/Medium, which is in line
with the score assigned for the German/French Auto sector. V-
Scores are a relative assessment of the quality of available
credit information and of the degree of dependence on various
assumptions used in determining the rating. For more information,
the V-Score has been assigned accordingly to the report "V Scores
and Parameter Sensitivities in the Non-U.S. Vehicle ABS Sector"
published in January 2009.

The principal methodology used in this rating was Moody's
Approach to Rating European Auto ABS published in November 2002.

Other Factors used in this rating are described in The Lognormal
Method Applied to ABS Analysis published in July 2000.

In rating this transaction, 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 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.

As noted in Moody's comment 'Rising Severity of Euro Area
Sovereign Crisis Threatens Credit Standing of All EU Sovereigns'
(November 28, 2011), the risk of sovereign defaults or the exit
of countries from the Euro area is rising. As a result, Moody's
could lower the maximum achievable rating for structured finance
transactions in some countries, which could result in rating
downgrades.


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


SAAB AUTOMOBILE: Gets Youngman Payment; Dec. 19 Court Hearing Set
-----------------------------------------------------------------
Ola Kinnander at Bloomberg News, citing Dagens Industri, reports
that Zhejiang Youngman Lotus Automobile plans to invest between
SEK10 billion (US$1.43 billion) and SEK12 billion in Saab
Automobile.

Meanwhile, Reuters' Mia Shanley at Reuters reports that Saab has
received a first payment from Youngman as it struggles to stay in
business.

Youngman "paid EUR3.4 million [Tues]day," Victor Muller, chief
executive of Swedish Automobile, the Dutch firm which owns Saab,
told Reuters in a telephone text message.

"We are working on the documentation for further funding adequate
to pay salaries and continue reorganization," Reuters quotes Mr.
Muller as saying.

Saab spokesman Eric Geers could not say whether more money was on
the way but said discussions with Youngman had continued and that
progress was being made, Reuters notes.

In a separate report, Bloomberg's Ms. Kinnander relates that
Sweden's Vaenersborg District Court will hold a hearing Dec. 19
on whether Saab's protection against creditors should continue.

According to Bloomberg, Mr. Geers said on Tuesday that Saab's
earlier Dec. 15 deadline for filing its arguments with the court
has been lifted.

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
===========================


BLACKS LEISURE: Rival Retailers Mull Takeover Bid
-------------------------------------------------
The Scotsman reports that rival retailers Mountain Warehouse and
Go Outdoors are thought to be mulling bids for struggling Blacks
Leisure, which put itself up for sale last week.

Loss-making Blacks has invited offers for all or part of its
business after failing to secure shareholder funding for a
turnaround plan, the Scotsman relates.

The chain has debts of GBP36 million and analysts believe if it
does not find a buyer soon it will be put into administration,
the Scotsman notes.

As reported by the Troubled Company Reporter-Europe on Dec. 8,
2011, BBC News related that Blacks Leisure issued an appeal for a
white knight investor to rescue it by buying the firm or one of
its brands.  The company said it was making the appeal after
meeting major shareholders and some potential investors as part
of a capital-raising exercise, according to BBC.  Blacks, as
cited by BBC, said it had the support of Royal Bank of Scotland,
its main lender.  The firm appointed accountants KPMG to find
potential buyers, BBC disclosed.

Blacks Leisure is an outdoor clothing and equipment retailer.
The company operates about 300 shops under the Blacks and Millets
brands.


CONSOLIDATED MINERALS: S&P Cuts Corporate Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Jersey-incorporated, leading manganese
ore producer Consolidated Minerals Ltd. (Jersey) (ConsMin) to
'B+' from 'BB-'. The outlook is negative.

"At the same time, we lowered the issue rating on ConsMin's
outstanding US$405 million senior secured notes to 'B+' from 'BB-
'. The recovery rating on the notes is unchanged at '4',
indicating our expectation of average (30%-50%) recovery
prospects in the event of a payment default," S&P said.

"The downgrade follows our reassessment of ConsMin's prospective
financial performance in light of the expansion in capacity of
existing seaborne producers of manganese ore, and its effect on
the benchmark price, given the relatively high cost position of
Consmin's Australian production," S&P said.

In early December, BHP Billiton Ltd. (A+/Stable/A-1) announced a
75 cent reduction in the benchmark price for 45.5% manganese lump
(including cost, insurance, and freight [CIF]) for China
delivery) to US$4.75 per dry metric ton unit (dmtu) for January
delivery. This compares with US$5.50 per dmtu in the past seven
months.

"We understand that this lower price is below Consmin's average
C1 cash cost for manganese (that is, including mining,
processing, site administration, and refining) in Australia, and
will likely result in ConsMin becoming more dependent on its
Ghanaian assets. In our opinion, the revised manganese price will
have a significant negative impact on Consmin's earnings and cash
flow, with adjusted EBITDA falling by our estimation to about $60
million in 2012 and about US$100 million in 2013," S&P said.

"In our view, ConsMin will face a difficult operating environment
in 2012. While we anticipate that the demand for seaborne
manganese will remain strong, the increasing level of supply from
major international producers is a clear risk, reflected in the
latest fall in the benchmark price for manganese. The group's
'adequate' liquidity position provides important structural
support to the rating," S&P said.

"The outlook also takes into account the uncertainty over how
long this weaker price environment will persist and the risk
(although not expected under our base-case scenario) that it
could go lower if there were further dislocation in the global
economy," S&P said.

"We could lower the rating in the next 6-12 months if we saw
prices fall further to less than US$4.50 per dmtu. Equally, the
rating could come under pressure if ConsMin's liquidity position
weakened materially -- for instance, if negative FOCF were to
rise to more than $100 million over a 12-month period," S&P
related.

"On other hand, we could revise the outlook to stable if
Consmin's unit cash costs improved in Australia, possibly
supported by a weakening Australian dollar. Similarly, we could
revise the outlook to stable if the manganese price environment
were to improve on a sustained basis, such that total debt to
EBITDA fell to less than 3x from an estimated 3.6x at the end of
2011," S&P said.


DWS INVESTMENT: To Liquidate EUR257 Million Real Estate Fund
------------------------------------------------------------
Citywire.co.uk reports that Deutsche Bank's DWS Investment is to
liquidate its EUR257 million real estate fund of funds after
originally closing it for redemptions in May this year.

The 'situation in the market for the funds has not calmed', the
firm said in an emailed statement on Monday after announcing it
was liquidating its db Immoflex property fund of funds, according
to Citywire.co.uk.

According to the report, five of the real estate funds the db
Immoflex fund is invested are already in a liquidation process,
including the EUR2.5 billion AXA Immoselect fund which was closed
in October and Aberdeen's DEGI property funds, and DWS said that
share units in all nine funds are also to be withdrawn.

Citywire.co.uk relates that liquidity in the fund, which was run
by Sascha Kayser, was at 10.3% as of November 30, a percentage
the firm said is too low to keep the fund open and the
liquidation process of is planned to be completed by May 2014.

This is the latest fund closure to have hit the real estate
sector in a year which has seen over half a dozen property fund
liquidations, the report notes.


HALLIWELLS: BDO Applies to be Named Liquidator
----------------------------------------------
Simon Petersen at Legalweek reports that BDO has applied to be
appointed as liquidator of defunct law firm Halliwells, with the
organisation, currently Halliwells' administrator, taking the
first steps towards liquidating the failed firm's limited
liability partnership (LLP).

BDO expects a decision on its application in the New Year but CMS
Cameron McKenna issued a letter on behalf of the company last
month stating BDO's intention to terminate its appointment as
administrator and to instead become the failed firm's liquidator,
according to Legalweek.

Legalweek relates that the letter, dated 15 November and sent to
the four remaining members of the defunct firm's limited
liability partnership (LLP) still registered at Companies House,
does not give a date for when the liquidation will take place.

BDO's term overseeing the administration of Halliwells is due to
end on Jan. 19, 2012, after the professional services firm was
granted a six month extension to its term in July 2011, the
report notes.

The petition will be heard on Jan. 12, 2012.

As reported in the Troubled Company Reporter-Europe on Feb. 18,
2011, Legalweek said that the latest report from administrators
BDO revealed that Halliwells owed unsecured creditors more than
GBP190 million.  Legalweek related that to date, BDO has received
claims worth GBP191.5 million from unsecured creditors.  Landlord
and lease creditors account for GBP182.2 million of claims
received to date, with Her Majesty's Revenue & Customs the next
largest creditor with some GBP4.3 million in taxes and
GBP1.1 million in VAT, according to Legalweek disclosed.
Legalweek noted that the debt figure is significantly higher than
the GBP14.1 million originally thought to be owed to unsecured
creditors.  At that point, HMRC was identified as the largest of
the non-preferential creditors, Legalweek said.

Halliwells is a law firm based in Manchester.

As reported by the Troubled Company Reporter-Europe on July 1,
2010, The Lawyer said Halliwells filed a notice of its intention
to appoint an administrator, claiming that high property costs
exacerbated by the current economic climate adversely impacted
its finances.  Halliwells appointed BDO partners Dermot Power --
dermot.power@bdo.co.uk -- and Shay Bannon --
shay.bannon@bdo.co.uk -- as joint administrators.


LA SENZA: Calls In KPMG to Advise on Restructuring
--------------------------------------------------
City A.M. reports that La Senza has called in restructurers from
KPMG as it struggles to manage costs during the high street
slump.

According to City A.M., the business, which is owned by private
equity house Lion Capital, is considering entering administration
but other options, such as a company voluntary arrangement or
winning new investment, remain on the table.

A break-up is possible but 3i, the private equity owner of
upmarket brand Agent Provocateur, is unlikely to be interested in
a deal, City A.M. says.

La Senza is a British lingerie firm.  The company turns over
GBP140 million and has more than 2,600 staff.


THOMAS COOK: To Close 200 Stores Under Turnaround Plan
-------------------------------------------------------
BBC News reports that Thomas Cook has said it will close 200
stores over the next two years as part of its turnaround plan for
its UK business.

News of the store closures came as it reported a GBP398 million
(US$616 million) annual loss for the year to the end of
September, BBC relates.

The company has been looking to cut its debts to restore the
confidence of investors, BBC notes.

As reported by the Troubled Company Reporter-Europe on Nov. 29,
2011, BBC News related that Thomas Cook reached agreement with
its bankers to provide it with new access to funding.  Shares in
the company fell 75% on Nov. 22 after it said it was in talks
about increasing borrowings, BBC recounted.  Its bankers,
including Barclays, HSBC, RBS and UniCredit, agreed to provide a
new GBP200 million facility until April 30, 2013, BBC disclosed.
At the end of September the firm's net debt was just under GBP900
million, BBC said.  The new loan will take the figure to over
GBP1 billion, BBC stated.  The company stressed that it is not
currently in breach of the terms of any of its loans, and said it
wanted the new loans to "improve its resilience if trading
conditions remain difficult," according to BBC.

Thomas Cook Group plc is a United Kingdom-based company.  The
Company, together with its subsidiaries, is engaged in the
provision of leisure travel services.  Its main brands include
Airtours, Aspro, Club 18-30, Cresta, Manos, Neilson, Sunset,
Sunworld Holidays, Swiss Travel Service, Thomas Cook, Thomas Cook
Style Collection, Thomas Cook Signature and Thomas Cook Tours.
It has six geographic operating divisions: United Kingdom,
Central Europe, West and East Europe, Northern Europe, North
America and Airlines Germany.


THOMAS COOK: Sells Spanish Hotel Chain to Iberostar
---------------------------------------------------
BBC News reports that Thomas Cook has sold Spanish hotel chain
Hotels Y Clubs De Vacaciones (ICV) to Grupo Iberostar for EUR72.2
million (US$95.4 million; GBP61 million).

It comes as the company looks to cut its debts, BBC notes.

According to BBC, as HCV is being sold with net debt of EUR22.4
million, it will cut Cook's net debt by EUR94.6 million.

Thomas Cook is looking to restore the confidence of tourists and
investors, BBC says.

Thomas Cook had blamed unrest in Egypt and Tunisia and floods in
Thailand, all key destinations, for hitting sales, BBC relates.

As reported by the Troubled Company Reporter-Europe on Nov. 29,
2011, BBC News related that Thomas Cook reached agreement with
its bankers to provide it with new access to funding.  Shares in
the company fell 75% on Nov. 22 after it said it was in talks
about increasing borrowings, BBC recounted.  Its bankers,
including Barclays, HSBC, RBS and UniCredit, agreed to provide a
new GBP200 million facility until April 30, 2013, BBC disclosed.
At the end of September the firm's net debt was just under GBP900
million, BBC said.  The new loan will take the figure to over
GBP1 billion, BBC stated.  The company stressed that it is not
currently in breach of the terms of any of its loans, and said it
wanted the new loans to "improve its resilience if trading
conditions remain difficult," according to BBC.

Thomas Cook Group plc is a United Kingdom-based company.  The
Company, together with its subsidiaries, is engaged in the
provision of leisure travel services.  Its main brands include
Airtours, Aspro, Club 18-30, Cresta, Manos, Neilson, Sunset,
Sunworld Holidays, Swiss Travel Service, Thomas Cook, Thomas Cook
Style Collection, Thomas Cook Signature and Thomas Cook Tours.
It has six geographic operating divisions: United Kingdom,
Central Europe, West and East Europe, Northern Europe, North
America and Airlines Germany.


THOMAS COOK: Union Lifts Strike Threat at Unit
----------------------------------------------
Dow Jones' DBR Small Cap reports that Unite, the union
representing cabin crew at Thomas Cook Group's U.K.-based
airline, said that it struck an agreement with the company over
pay and job cuts late last month to avoid putting the troubled
travel group's future in jeopardy.

Thomas Cook Group plc is a United Kingdom-based company.  The
Company, together with its subsidiaries, is engaged in the
provision of leisure travel services.  Its main brands include
Airtours, Aspro, Club 18-30, Cresta, Manos, Neilson, Sunset,
Sunworld Holidays, Swiss Travel Service, Thomas Cook, Thomas Cook
Style Collection, Thomas Cook Signature and Thomas Cook Tours.
It has six geographic operating divisions: United Kingdom,
Central Europe, West and East Europe, Northern Europe, North
America and Airlines Germany.


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


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

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

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

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

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

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

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

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *