TCREUR_Public/111220.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

          Tuesday, December 20, 2011, Vol. 12, No. 251

                            Headlines


B E L G I U M

DEXIA CREDIT: Moody's Reviews 'E+' BFSR for Downgrade


F R A N C E

GROUPAMA SA: S&P Lowers Hybrid Capital Issue Ratings to 'BB+'


G E O R G I A

GEORGIAN RAILWAY: Fitch Raises Sr. Unsec. Debt Ratings to 'BB-'
PROCREDIT BANK: Fitch Raises LT Issuer Default Ratings to 'BB'


G R E E C E

TBANK: Central Bank Opts for Liquidation on Lack of Capital


I R E L A N D

BUILDER 2: Fitch Withdraws 'Dsf' Rating on Series 16 Tranche
CAIRN EURO: Fitch Affirms Ratings on Two Note Classes at 'Csf'
EIRCOM GROUP: Obtains Covenant Waiver on EUR2.6-Bil. Senior Debt


I T A L Y

ITALCEMENTI SPA: Moody's Lowers Long-term Issuer Ratings to 'Ba1'
IVORY CDO: Fitch Affirms 'Csf' Ratings on Two Note Classes


P O L A N D

CREDIT AGRICOLE: Moody's Maintains 'D' Financial Strength Rating


P O R T U G A L

* PORTUGAL: S&P to Rate Bond Programs at 'BB+' on "High"


R U S S I A

ALJBA ALLIANCE: S&P Retains 'B' Counterparty Credit Rating
EUROPLAN ZAO: Fitch Assigns 'BB-' LT Issuer Default Ratings
* ASTRAKHAN REGION: Fitch Assigns 'B+' Currency Ratings


S P A I N

BANCO FINANCIERO: S&P Lowers Issuer Credit Rating to 'BB+'
BBVA EMPRESAS: Fitch Assigns 'BB' Rating to Class C Notes
IM PASTOR 3: S&P Lowers Rating on Class D Notes to 'B-'
SANTANDER HIPOTECARIO: Moody's Assigns 'C' Rating to Serie C Note
TDA 28: S&P Retains 'D' Ratings on Five Note Classes


S W E D E N

SAAV AUTOMOBILE: Files For Bankruptcy After No Investors Found


U K R A I N E

* UKRAINE: Moody's Changes Outlook on 'B2' Bond Ratings to Neg.


U N I T E D   K I N G D O M

BHR GROUP: New Owners Reveals Stronger Firm After Administration
BLACKS LEISURE: In the Brink of Administration
CONISTON HOTEL: Owners Sue NatWest Over Hotel's Administration
GRUNDINVEST FUND: Forces to Sale 4 Trophy London Office Buildings
HMV GROUP: Weak Trading Conditions Prompt Going Concern Doubt

PORTSMOUTH FOOTBALL: Must Raise Funds or Fall Into Administration
SOUTHERN CROSS: Transfers Last Batch of Homes to New Operators
T JOLLY: Goes Into Administration, Cuts 65 Jobs
THE LIFEHOUSE: Goes Into Administration Despite Big Profit


X X X X X X X X

* EUROPE: Moody's Says Corporates Likely to Conserve Cash in 2012


                            *********


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B E L G I U M
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DEXIA CREDIT: Moody's Reviews 'E+' BFSR for Downgrade
-----------------------------------------------------
Moody's Investors Service has downgraded by one notch to Baa1
from A3 the long-term senior debt and deposit ratings of Dexia
Credit Local (DCL) and Dexia Banque Internationale a Luxembourg
(DBIL). Concurrently, Moody's downgraded both entities' short-
term ratings to Prime-2 from Prime-1. The long-term and short-
term senior debt ratings of DCL and DBIL remain on review for
downgrade.

The downgrade of DCL's ratings reflects the uncertainty over the
comprehensiveness of the funding guarantee scheme that the
Belgian, French and Luxembourg States intend to provide to DCL.
The downgrade also captures the risks of further deterioration of
the issuer's creditworthiness until the final implementation of
these measures stabilize its liquidity position. The simultaneous
downgrade of DBIL's long-term and short-term debt ratings was
driven by the rating agency's view that due to the uncertainty as
to whether the bank can achieve timely exit from the Dexia Group,
the difficulties currently affecting DCL may eventually affect
DBIL. Therefore, DBIL's senior debt ratings remain aligned with
those of DCL for the time being.

Moody's also downgraded DCL's subordinated debt rating to B3 from
Ba3 and DBIL's subordinated debt and cumulative junior
subordinated debt ratings to Ba3 from Baa1 and to B1 (hyb) from
Ba1 (hyb) respectively. DCL's B3 subordinated debt rating remains
on review for downgrade. DBIL's subordinated debt and junior
subordinated debt ratings of Ba3 and B1 (hyb) respectively are
placed on review with direction uncertain.

DCL's BFSR of E+, which corresponds to B2 on Moody's long-term
rating scale, on review for downgrade, and the entity's preferred
stock security rating of Ca (hyb) with a negative outlook are
unaffected by this action. DBIL's BFSR of D, which corresponds to
Ba2 on Moody's long-term rating scale, on review with direction
uncertain, and the entity's preferred stock rating of B3 (hyb),
on review with direction uncertain are also unaffected by this
action.

Ratings Rationale

-- ANNOUNCEMENT OF REDUCED TEMPORARY GUARANTEE EXERTS PRESSURE ON
   DCL AND DBIL'S RATINGS

Moody's decision to downgrade DCL's long-term and short-term
senior debt ratings to Baa1 and Prime-2, respectively, reflects
(i) the uncertainty over the comprehensiveness of the funding
guarantee scheme to be provided by the Belgian, French and
Luxembourg States to DCL; and (ii) the risks of further
deterioration of the issuer's creditworthiness until the final
implementation of these measure stabilizes DCL's liquidity
position.

Moody's principal concern on DCL has been its liquidity profile,
a weakness which lies behind its current intrinsic financial
strength rating of E+ (B2). Since Dexia announced the decision to
dismantle the group and the agreement on a funding guarantee
scheme to be provided by the three States, DCL's senior ratings
have been supported by the assumption that a comprehensive state-
backed solution to this liquidity issue would be implemented
shortly. Moody's continues to believe that the States remain
committed to supporting DCL. However, Dexia's latest announcement
of a temporary guarantee until 31 May 2012 -- with a maximum term
of drawings of three years and a ceiling revised down to EUR45
billion, versus the initially announced term of ten years and
maximum amount of EUR90 billion -- introduces additional
uncertainty as to the comprehensiveness and timeliness of the
definitive guarantee, although Moody's acknowledges that the
principle of a guarantee of up to EUR90 billion has already been
validated legally by each of the three States for their
respective shares.

The rating agency understands this constitutes a temporary
measure during which Dexia (i) will continue its restructuring
process, which will allow for the implementation of the final
guarantee on the basis of better-defined funding needs; and (ii)
expects to obtain a decision by the European Commission on the
final guarantee. However, Moody's believes DCL's overall
creditworthiness risks further deterioration in the absence of a
definitive solution and that the longer the transition period,
the higher its exposure to event risks.

The simultaneous downgrade of DBIL's long-term and short-term
debt ratings was driven by the rating agency's view that due to
the higher uncertainty as to whether the bank can achieve timely
exit from the Dexia Group, the difficulties currently affecting
DCL may eventually affect DBIL.

Dexia had announced on October 10, 2011 that a binding offer from
a potential group of buyers -- including a participation of the
Grand Duchy of Luxembourg -- was expected to be submitted at the
end of a two-week exclusivity period. The group indicated on
December 8, 2011 that discussions were still ongoing. Pending a
definitive announcement, Moody's continues to align DBIL's senior
debt ratings with those of DCL.

Moody's maintains the Baa1 long-term and Prime-2 short-term
ratings for DCL and DBIL on review for downgrade. The reviews for
downgrade reflect the continued uncertainties over the
implementation of a comprehensive solution for each entity,
whether it be in the form of a guarantee scheme for DCL or a sale
of DBIL.

-- DOWNGRADE OF SUBORDINATED DEBT RATINGS IN LINE WITH HYBRID
   METHODOLOGY

The downgrade of DCL's and DBIL's subordinated debt ratings
results from the complete removal of government support from
these ratings, which are now positioned below both banks'
Adjusted Baseline Credit Assessment (Adjusted BCA).

The affected ratings are:

- DCL's subordinated debt rating was lowered to B3 from Ba3 and
   is now positioned one notch below the Adjusted BCA. This is
   equivalent to the bank's B2 standalone credit strength in the
   absence of parental or cooperative support. The rating remains
   on review for downgrade, reflecting the review for downgrade
   on the BFSR.

- DBIL's subordinated debt and cumulative junior subordinated
   debt ratings were lowered to Ba3 from Baa1 and to B1 (hyb)
   from Ba1 (hyb) respectively. Both ratings are now positioned
   one notch and two notches respectively below the bank's
   Adjusted BCA of Ba2. This is equivalent to DBIL's standalone
   credit strength in the absence of parental or cooperative
   support. Both ratings remain on review with direction
   uncertain, reflecting the review with direction uncertain on
   the BFSR.

This action follows Moody's announcement on November 29, 2011 of
the review for downgrade of European banks' subordinated, junior
and Tier 3 debt ratings caused by the rating agency's view that
within Europe, systemic support for subordinated debt may no
longer be sufficiently predictable or reliable to be a sound
basis for incorporating uplift into their ratings. For more
details, please refer to Moody's press release "Moody's review
European bank's subordinated, junior and Tier 3 debt for
downgrade" dated November 29, 2011.

Key Rating Sensitivities

An upgrade of DCL's BFSR and senior ratings is highly unlikely in
light of the current review for downgrade.

DCL's BFSR could be downgraded as a result of (i) Moody's
perception of an increased risk that the expected erosion of
DCL's franchise may effectively result in the entity diminishing
over time; (ii) higher losses stemming from the legacy bond
portfolio; or (iii) a potential inability to generate a level of
income sufficient to preserve an adequate level of capital. The
long-term debt ratings could be downgraded due to (i) a downgrade
of the BFSR; (ii) further uncertainty over the implementation of
the expected comprehensive guarantee scheme by the governments of
France, Belgium and Luxembourg, including Moody's perception that
the latter is not sufficient to support DCL's liquidity and hence
unlikely to afford appropriate protection to existing creditors.

An upgrade of DBIL's BFSR could arise from a successful exit of
DBIL from Dexia Group, which would likely lead to a stabilization
of the bank's franchise and reduce the risks from other Dexia
entities. However, an upgrade of DBIL's long-term ratings is
highly unlikely in light of the current review for downgrade.
Although Moody's recognizes the high degree of involvement of the
Luxembourg government in the restructuring of Dexia, the level of
systemic support that will be incorporated into DBIL's senior
long-term debt rating will depend on the nature of its transition
to a future ownership structure outside the Dexia group.

Downward pressure on DBIL's BFSR could arise from a failure to
delink DBIL from the rest of Dexia Group. The long-term debt
ratings could be downgraded as a result of (i) a downgrade of the
BFSR; and/or (ii) a potential diminution of systemic support,
which will depend in part on DBIL's future ownership structure.

Methodologies Used

The methodologies used in these ratings were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007, and
Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt published in November 2009.


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F R A N C E
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GROUPAMA SA: S&P Lowers Hybrid Capital Issue Ratings to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit and financial strength ratings on France-
based composite insurer Groupama S.A. and its guaranteed
subsidiaries to 'BBB-' from 'BBB'.

"At the same time, Standard & Poor's lowered its long-term
ratings on Groupama GAN Vie to 'BB+' from 'BBB'. In addition, we
lowered our issue ratings on Groupama's hybrid capital issues to
'BB' from 'BB+'," S&P said.

"We maintained all of our ratings on companies in the Groupama
group on CreditWatch with negative implications," S&P related.

The ratings on Groupama Banque (BBB-/Watch Neg/A-3) are
unaffected by the rating actions.

"The downgrade reflects our view that Groupama's capital adequacy
and regulatory solvency are at weak levels amid highly adverse
financial markets, in spite of key strategic actions that the
company has announced. These levels are in our view no longer
commensurate with our 'BBB' ratings," S&P said.

"We acknowledge that new management in place at Groupama is
implementing comprehensive strategic actions to restore
regulatory solvency and capital adequacy to levels that would be
consistent with 'BBB' category ratings. In addition to those
actions that we already referred to in our previous research
update on Groupama ('French Insurer Groupama S.A. Ratings
Downgraded To 'BBB' From 'BBB+'; Outlook Negative,' published
Sept. 23, 2011), management is also considering additional
measures that could significantly restore the group's regulatory
solvency. In particular, the company announced on Dec. 13, 2011,
the planned combination of Icade, a subsidiary of Caisse des
Depots et Consignations (CDC; AAA/Watch Neg/A-1+) specialized in
real estate development activities and services, and Societe
Immobiliere de Location pour l'Industrie et le Commerce (SILIC),
as well as CDC's planned entrance into subsidiary GAN
Eurocourtage's capital via a minority stake. We assume this
transaction will be completed in full in accordance with the
memorandum of understanding signed by Groupama and CDC group on
Dec. 13, 2011. However, even when taking into account this
assumption, Groupama's regulatory solvency and capital adequacy
remains in our view weak and further exposed to adverse events,
in particular if capital markets were to deteriorate further,"
S&P said.

"The ratings on Groupama GAN Vie reflect our redesignation of the
subsidiary as 'strategically important' rather than 'core'
previously. We now cap the rating at one notch below the rating
on the parent. The redesignation results from the application of
our group rating methodology when a company has a relatively
weaker level of capital adequacy than the group as a whole," S&P
said.

The ratings on Groupama Banque reflect its continued
"strategically important" status. The rating is now based on the
bank's stand-alone credit profile and is capped by the rating on
its parent.

"The ratings on Groupama's hybrids reflect the standard two-notch
gapping for an investment-grade issuer under our methodology. We
continue to believe that Groupama has both the will and the
liquidity to maintain full servicing of both the interest and
principal of its rated debt obligations," S&P said.


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G E O R G I A
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GEORGIAN RAILWAY: Fitch Raises Sr. Unsec. Debt Ratings to 'BB-'
---------------------------------------------------------------
Fitch Ratings has upgraded Georgian Railway LLC's (GR) Long-term
foreign and local currency Issuer Default Ratings (IDR) to 'BB-'
from 'B+'.  The agency has also upgraded GR's foreign and local
currency senior unsecured ratings to 'BB-' from 'B+/RR4' and GR's
US$250 million notes due 2015 to 'BB-' from 'B+/RR4'.  The Short-
term foreign and local currency IDRs have been affirmed at 'B'.
The Outlook on the Long-term IDRs is Stable.

The rating action follows the upgrade of Georgia's Long-term
foreign and local currency IDRs to 'BB-' from 'B+' on December
15, 2011.  GR's IDRs have been aligned with Georgia's sovereign
ratings ('BB-'/Stable/'B').

The rating alignment reflects the company's strong linkage with
the government.  This stems from the company's 100% direct and
indirect ownership by the government, its importance to the
economy as the largest taxpayer and employer, its dominance of
Georgia's freight transportation sector, its strategic importance
as the regional transit corridor and government backing for its
two key investment projects.  The latter is evidenced among other
factors, by a dividend moratorium, future assistance with land
disposals and refundable VAT.  The Georgian government no longer
guarantees any of GR's debt.  However, bondholders have a change
of control (direct or indirect government ownership of less than
50%) put option.

Fitch considers GR's standalone business and financial profile as
commensurate with a low 'BB' rating level based on the
expectation that it will maintain its monopoly status and liberal
tariff setting policy, along with a dominant market share in the
provision of freight transportation services.

The agency notes that GR cancelled its unused CHF146 million loan
from the European Bank for Reconstruction and Development (EBRD;
'AAA'/Stable) which may increase pressure on the company to
proceed with land disposal ahead of the 2015 bond maturity.  The
short-term liquidity remains adequate supported by GEL253 million
of cash and deposits (as of 30 September 2011) and GEL35 million
unused credit lines due in 2013 and 2014.

Fitch believes that the transfer of a 24% stake in GR from the
government to a newly created Georgian Partnership Fund (which is
fully government owned) marginally weakened GR's links with the
government.  Specifically, there may be stronger pressure to
renew dividends, which are no longer restricted after the EBRD
loan cancellation.  This would weaken GR's liquidity during the
heavy capex period.  This or other evidence of weakening
government support, would likely result in the separation of GR's
ratings from the sovereign ratings.  In such a scenario, GR's
ratings may not be automatically upgraded if there was a further
sovereign rating upgrade.


PROCREDIT BANK: Fitch Raises LT Issuer Default Ratings to 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded the Long-term Issuer Default Ratings
(IDRs) of three Georgian banks: ProCredit Bank (Georgia) (PCBG)
and JSC VTB Bank (Georgia) (VTBG) to 'BB' from 'BB-', and Bank of
Georgia (BoG) to 'BB-' from 'B+'.  The Outlooks on all three
banks are Stable.

The upgrade of BoG reflects the reduction in sovereign and
macroeconomic risks, as reflected in the upgrade of Georgia's
sovereign Long-term IDRs to 'BB-' from 'B+' on 15 December 2011.
The upgrade also takes into account the bank's strong
capitalization, liquidity and pre-impairment profitability, its
satisfactory asset quality, broad domestic franchise and strong
corporate governance.  At the same time, the still relatively
high risk Georgian operating environment and BoG's substantial
foreign currency lending are negative for the bank's credit
profile.

BoG's Fitch core capital ratio was a strong 17.1% at end-H111. In
addition, pre-impairment profit in H111, notwithstanding moderate
margin compression, was equal to an annualized 8.7% of average
gross loans, indicating considerable loss absorption capacity
through the income statement.  Non-performing loans were a
moderate 3.9% and covered 121% by impairment reserves.

Highly liquid assets comprised around 26% of the balance sheet at
end-H111, equating to 47% of customer deposits.  Refinancing risk
is moderate, as wholesale funding is mostly provided by
international financial institutions and not concentrated by
maturity.  Wholesale funding repayable by end-2012, including the
remaining part of a Eurobond maturing in February 2012, is equal
to less than 5% of assets.

Fitch understands that BoG's key financial metrics at end-9M11
were broadly in line with those reported at end-H111.

Given the inherent risks in the operating environment and the
high proportion of foreign currency lending, BoG needs to
maintain relatively high capital and liquidity buffers in order
to warrant ratings in the 'BB' category.  If these buffers are
significantly reduced, the ratings could come under downward
pressure.

A further upgrade of BoG would require another sovereign upgrade
(not expected by Fitch at present, as reflected in the Stable
Outlook on the sovereign ratings), a further reduction in
domestic macroeconomic risks, continued strong bank financial
metrics and probably also some progress in reducing foreign
currency lending exposure.

The upgrades of VTBG and PCBG reflect the upgrade of Georgia's
Country Ceiling to 'BB' from 'BB-'.  The Country Ceiling captures
domestic transfer and convertibility risks and limits the extent
to which support from the foreign shareholders of the two banks
can be factored into their Long-term foreign currency IDRs.

VTBG is 96%-owned by Russian state-controlled bank JSC VTB Bank
('BBB'/Stable) and PCBG is 100%-owned by Germany's ProCredit
Holding AG ('BBB-'/Stable).  The Long- and Short-term IDR and
Support Ratings of both banks reflect the likely high propensity
of their shareholders to provide support, in case of need.

Fitch notes that VTBG remains potentially exposed to political
risks in light of the strained nature of Georgian-Russian
relations.  However, in Fitch's view, the actions of the Georgian
authorities, which have continued to regulate VTBG in line with
other local banks, and of JSC VTB Bank, which recapitalized its
Georgian subsidiary during the crisis, suggest that VTBG is
likely to be able to continue receiving and utilizing support
from JSC VTB Bank.

PCBG's and VTBG's Viability Ratings (VRs) are unaffected by the
rating actions.  However, Fitch notes PCBG's relatively strong
standalone credit metrics within the 'b' VR category, and the
reduction in sovereign and macroeconomic risk reflected in the
sovereign upgrade could create scope for an upgrade of the bank's
VR to 'bb-' in 2012.  Fitch notes PCBG's less volatile through-
the-cycle performance than BoG and strong credit underwriting
standards. However, PCBG's franchise is narrower and its balance
sheet smaller than its larger peer.

The rating actions are as follows:

Bank of Georgia:

  -- Long-term foreign and local currency IDRs: upgraded to 'BB-'
     from 'B+'; Outlook Stable
  -- Short-term foreign and local currency IDRs: affirmed at 'B'
  -- Viability Rating: upgraded to 'bb-' from 'b+'
  -- Individual Rating: affirmed at 'D'
  -- Support Rating: affirmed at '4'
  -- Support Rating Floor: affirmed at 'B'
  -- Senior unsecured debt: upgraded to 'BB-' from 'B+'

ProCredit Bank (Georgia)

  -- Long-term foreign and local currency IDRs: upgraded to 'BB'
     from 'BB-'; Outlook Stable
  -- Short-term foreign and local currency IDRs: affirmed at 'B'
  -- Viability Rating: 'b+', unaffected
  -- Individual Rating: 'D', unaffected
  -- Support Rating: affirmed at '3'

JSC VTB Bank (Georgia):

  -- Long-term IDR: upgraded to 'BB' from 'BB-'; Outlook Stable
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: 'b-', unaffected
  -- Individual Rating: 'D/E', unaffected
  -- Support Rating: affirmed at '3'


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G R E E C E
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TBANK: Central Bank Opts for Liquidation on Lack of Capital
-----------------------------------------------------------
Reuters reports that Greece's central bank liquidated TBank on
Saturday, forcing it to merge with state-run Hellenic Postbank.

"TBank's license has been revoked and the bank has been put into
liquidation," Reuters quotes the Bank of Greece as saying in a
statement.

This is the second intervention of the Bank of Greece to shore up
a small lender in trouble, Reuters notes.

State-controlled Hellenic Postbank had already agreed in June to
merge with TBank, in which it holds a 33% stake, Reuters
recounts.

Troubled with bad loans, TBank, with a network of 68 branches and
a market share of less than 1%, was asked by the central bank to
boost capital after its Tier 1 ratio fell to 2.25%, Reuters
relates.

"This action was taken because of the inability of TBank to
restore its capital adequacy, despite the repeated efforts by the
Bank of Greece to correct TBank's weaknesses," the central bank,
as cited by Reuters, said.

Postbank took over all of TBank's deposits, workers and assets
after an auction, Reuters discloses.  "The funding gap between
the transferred assets and liabilities is covered by the Hellenic
Deposit and Investment Guarantee Fund," Reuters quotes the Bank
of Greece as saying.

TBank is one of Greece's smallest lenders.


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BUILDER 2: Fitch Withdraws 'Dsf' Rating on Series 16 Tranche
------------------------------------------------------------
Fitch Ratings has downgraded five tranches of four European
structured finance collateralized debt obligation (SF CDO)
transactions to 'Dsf' from 'Csf' and withdrawn eight ratings as
follows:

Builder 2 - Eirles Two Series 143, 144, 145, 160

  -- Series 160: downgraded to 'Dsf' from 'Csf' and withdrawn
  -- Series 143: 'Dsf' withdrawn
  -- Series 144: 'Dsf' withdrawn
  -- Series 145: 'Dsf' withdrawn

Eirles 4 Series 15 & 16

  -- Series 15: downgraded to 'Dsf' from 'Csf' and withdrawn
  -- Series 16: downgraded to 'Dsf' from 'Csf' and withdrawn

Eirles 2 Series 117

  -- Serie 117: downgraded to 'Dsf' from 'Csf' and withdrawn

Eirles 4 Series 48 and 54

  -- Serie 54: downgraded to 'Dsf' from 'Csf' and withdrawn

The downgrades reflect the credit event valuations that led to
the notes' full writedown.  Fitch has withdrawn eight ratings
because all rated notes in the capital structure of these four
transactions have either defaulted or paid-in full.


CAIRN EURO: Fitch Affirms Ratings on Two Note Classes at 'Csf'
--------------------------------------------------------------
Fitch Ratings has affirmed Cairn Euro ABS CDO I P.L.C.'s notes,
as follows:

  -- EUR2.5m Class X (XS0314777946): affirmed at 'AAAsf', Outlook
     Stable

  -- EUR207.5m Class A1S (XS0313770058): affirmed at 'B+sf',
     Outlook Negative

  -- EUR13.3m Class A1J (XS0314555615): affirmed at 'Bsf',
     Outlook Negative

  -- EUR24.5m Class A2 (X0313783895): affirmed at 'CCCsf'

  -- EUR19.3m Class A3 (XS0313785916): affirmed at 'CCsf'

  -- EUR10.9m Class B (XS0313788936): affirmed at 'Csf'

  -- EUR6.5m Class C(XS0313789314): affirmed at 'Csf'

The affirmations reflect the portfolio's stable performance.  The
'CCCsf' and below bucket has increased to 17.7% of the portfolio
notional, compared to 16.3% one year ago.  Prime RMBS represents
40.3% of the portfolio notional, followed by CMBS and subprime
RMBS, which account for 26.1% and 18.4%, respectively.  Fitch
believes that a material risk for the transaction is that the
underlying structured finance assets' maturity may extend beyond
their reported weighted average life.  Fitch incorporated this
extension risk into its analysis of the portfolio.

All the over-collateralization (OC) tests have been failing since
late 2009, although the pace of decline has slowed in 2011. This
has caused the class A3, B, and C notes to build up sizable
unpaid interest.

The Negative Outlook on the class A1S and A1J notes reflects the
deteriorating OC test results as well as Fitch's outlook for the
performance of most of the portfolio assets.

Cairn Euro ABS CDO I PLC is a managed securitization of
structured finance assets, primarily consisting of European
mezzanine RMBS and CMBS and CDOs.  The issuer is incorporated as
an Irish SPV to issue EUR354.75 million of floating rate notes
and to purchase a EUR348.3 million portfolio of assets.  The
collateral is actively managed by Cairn Capital Limited (Cairn;
formerly called Cairn Financial Products Limited); however,
amortizing proceeds will only be reinvested over the first five
years following the ramp-up period (the reinvestment period).


EIRCOM GROUP: Obtains Covenant Waiver on EUR2.6-Bil. Senior Debt
----------------------------------------------------------------
John Collins at The Irish Times reports that lenders to Eircom
Group are rejecting the latest restructuring proposal from owner
Singapore Technologies Telemedia (STT), pressing ahead with their
own plans to take over the company.

ERC Ireland Holdings, the parent of the heavily indebted Eircom
confirmed on Thursday night that it received an extension on a
waiver of breaches of the covenants on its EUR2.6 billion of
senior debt, the Irish Times relates.  ERC has been given a new
deadline of January 31 to comply with the terms of the covenants
or restructure its debts, the Irish Times discloses.  A statement
released on Thursday night did not state how many of the senior
lenders to Eircom, who are owed about EUR2.6 billion, had agreed
to the waiver, the Irish Times notes.  An existing debt waiver
expired on Thursday, the Irish Times states.

The positive vote by Eircom's lenders gives the company breathing
space to continue negotiations on three separate debt
restructuring proposals, according to the Irish Times.

The restructuring is being handled by Eircom's independent
directors, who will make a recommendation to the full board as to
which proposal to pursue, the Irish Times says.

STT submitted a proposal to Eircom's independent directors and
senior lenders on Dec. 12 to restructure the operators EUR3.75
billion debt in a bid to keep hold of the company, the Irish
Times recounts.  But some lenders, who control the restructuring
process, dismissed the plan as "less attractive" than the first
restructuring plan STT tabled during the summer, the Irish Times
notes.

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


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I T A L Y
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ITALCEMENTI SPA: Moody's Lowers Long-term Issuer Ratings to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
long-term issuer ratings of Italcementi SpA and Ciments Francais
SA.  Simultaneously, Moody's assigned Italcementi and Ciments
Francais a corporate family rating (CFR) and probability of
default rating (PDR) of Ba1, downgraded the senior unsecured
ratings of Italcementi Finance SA and Ciments Francais to Ba1 and
all short term ratings of the group to Non Prime. The outlook on
all ratings is negative. This concludes Moody's review for
possible downgrade initiated on 10 November 2011.

Ratings Rationale

The downgrade was prompted by protracted weak operating
performance and cash flow generation of Italcementi. Revenues
declined by 1.9% and EBITDA by 14.7% for the three months to
September 2011 (compared to the same period last year).
Italcementi continued to face the same operating issues as in H1
2011 with variable and fixed cost inflation (mainly energy in all
markets and salary inflation in emerging markets) which could not
be fully passed on to end customers although prices could be
increased in certain markets. Italcementi also faced volume
pressure in Italy, Greece, Spain and Egypt. Year-end 2011 credit
metrics are expected to be well below Moody's expectations for an
investment grade credit for an extended period of time and
Moody's sees limited potential for restoring metrics in line with
Moody's expectations within the next 18 to 24 months.

Business prospects for 2012 are weak. Moody's expects volumes to
remain under pressure in Italy, Egypt, Spain and Greece and sees
no recovery in the US before 2013. Comparatives in France,
Morocco and India will be relatively challenging after a strong
YTD September 2011 sales performance. Italcementi, alongside its
peers will continue to face variable and fixed costs inflation.
As in 2011 it will be very challenging to pass these costs to
customers through price increases given declining or -- at best -
- stable markets. In order to address weak business prospects
going into 2012, Italcementi has announced a EUR160 million cost
reduction program over the next two years to reduce both fixed
and variable costs. Restructuring cash costs from the
implementation of the measures will amount to around EUR30-35
million. Cost benefits will be largely front loaded with roughly
two thirds of the savings to be achieved in 2012 already. Despite
the benefits of the cost savings measures, Moody's does not
expect a recovery in credit metrics over the next twelve months
and sees risk that metrics might deteriorate modestly in 2012
leading to further negative pressure on the ratings. Hence, the
negative outlook assigned to the ratings.

Moody's has decided not to apply any notching to the debt
instruments issued by Italcementi Finance SA and Ciments Francais
SA despite the material quantum of debt located at Ciments
Francais. The absence of notching reflects (i) Italcementi's
continued efforts to centralize the group's financing at the
parent company level, (ii) the operating nature of Italcementi
SpA (EUR614 million in revenues in 2010), the parent company of
the group (iii) the partial on-lending to Ciments Francais of the
EUR750 million bond proceeds issued by Italcementi Finance SA,
which gives Italcementi Finance a creditor claim on Ciments
Francais ranking pari passu with external creditors of the group,
and (iv) the control exercised by Italcementi SpA over the assets
of Ciments Francais with no contractual restrictions normally
included in typical non investment grade financing structures.

The liquidity profile of Italcementi is sound. The group had
EUR691 million of cash and current financial assets on balance
sheet, although part of this being located in entities with
minority shareholders, such as Egypt or Morocco, limiting the
immediate availability of cash, and EUR1.9 billion of
availabilities under revolving credit facilities at 30th
September 2011. Alongside the group's operating cash flow
generation (prior to WC movements) this should be more than
sufficient to cover liquidity needs of the next twelve months
mainly consisting of working cash, working capital requirements,
capex, debt repayments and dividends. Moody's also notes that
Italcementi has a well spread maturity profile with no major
maturities over the next five years and an average maturity of
4.5 years. Moreover the existing unutilized committed credit
lines and cash available cover 3 years of debt maturities.
Moody's notes that most of the group's revolving lending
facilities include financial covenants with currently adequate
headroom, which could however reduce if the operating performance
continues to deteriorate.

Positive rating pressure is currently not anticipated. The rating
could be upgraded if Italcementi's leverage ratio, measured as
debt/EBITDA would improve on a sustainable basis to around 3.5x
(expected to be slightly below 5.0x per year end 2011) and
RCF/net debt to above 20% (expected to be at the low to mid teens
per year end 2011), which Moody's does not expect over the next
18 to 24 months.

Negative rating pressure could evolve if Debt / EBITDA would stay
sustainably above 4.0x and RCF/Net debt would drop sustainably
below the mid teens. A deterioration in the group's liquidity
position would also lead to negative pressure on the ratings.

The principal methodology used in rating Italcementi was the
Global Building Materials Industry Methodology published in July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The Italcementi group, headquartered in Bergamo, Italy, is one of
the top five cement producers globally, with an installed cement
capacity in excess of 70 million tonnes and sales of EUR 4.8
billion per December 2010. The group's cement and clinker
business, which accounts for more than two-thirds of total sales
is supplemented by aggregates, ready-mix and concrete businesses.
In addition to its market in Italy, Italcementi (ITC), via its
83.2%-owned subsidiary Ciments Francais (CF), is active in 22
countries, with an emphasis on the Mediterranean basin. The
company is majority-owned by Italian investment holding
Italmobiliare.

Downgrades:

   Issuer: Ciments Francais

   -- Issuer Rating, Downgraded to NP, Ba1 from P-3, Baa3

   -- Multiple Seniority Medium-Term Note Program, Downgraded to
      (P)Ba1, (P)NP from (P)Baa3, (P)P-3

   -- Senior Unsecured Commercial Paper, Downgraded to NP from
      P-3

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

   Issuer: Italcementi Finance S.A.

   -- Senior Unsecured Commercial Paper, Downgraded to NP from
      P-3

   -- Senior Unsecured Medium-Term Note Program, Downgraded to
      (P)Ba1, (P)NP from (P)Baa3, (P)P-3

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

   Issuer: Italcementi S.p.A.

   -- Issuer Rating, Downgraded to Ba1 from Baa3

   -- Senior Unsecured Medium-Term Note Program, Downgraded to
      (P)Ba1, (P)NP from (P)Baa3, (P)P-3

Assignments:

   Issuer: Ciments Francais

   -- Probability of Default Rating, Assigned Ba1

   -- Corporate Family Rating, Assigned Ba1

   -- Senior Unsecured Regular Bond/Debenture, Assigned LGD3, 44%

   Issuer: Italcementi Finance S.A.

   -- Senior Unsecured Regular Bond/Debenture, Assigned LGD4, 56%

   Issuer: Italcementi S.p.A.

   -- Probability of Default Rating, Assigned Ba1

   -- Corporate Family Rating, Assigned Ba1

Outlook Actions:

   Issuer: Ciments Francais

   -- Outlook, Changed To Negative From Rating Under Review

   Issuer: Italcementi Finance S.A.

   -- Outlook, Changed To Negative From Rating Under Review

   Issuer: Italcementi S.p.A.

   -- Outlook, Changed To Negative From Rating Under Review


IVORY CDO: Fitch Affirms 'Csf' Ratings on Two Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed Ivory CDO Limited, a cash flow
securitization of structured finance assets, as follows:

  -- Class A1 (XS0309311909): affirmed at 'Bsf'; Negative Outlook
  -- Class A2 (XS0309350477): affirmed at 'CCCsf'
  -- Class B (XS0309352093): affirmed at 'CCsf'
  -- Class C (XS0309353653): affirmed at 'CCsf'
  -- Class D (XS0309357050): affirmed at 'Csf'
  -- Class E (XS0309358298): affirmed at 'Csf'

The affirmation reflects the increase in credit enhancement since
the last review in January 2011.  The affirmation of the class A1
notes reflects the amortization of the notes to 54.6% of their
original balance and the increased credit enhancement to 41.5% as
of the November 2011 investor report.  Additionally, Fitch
expects further amortization to be gradual and driven by interest
diversion due to breach of overcollateralization tests (OC) and
continued amortization of the portfolio.  There is a healthy
interest coverage (IC) cushion which means IC ratios are above
the IC triggers and Fitch expects interest on the class A1, A2,
and B notes to remain current in the medium term.

The agency has maintained a Negative Outlook on the class A1
notes as the portfolio quality has deteriorated.  The percentage
of 'CCC' rated assets in the portfolio has increased to 42% from
32% as of 1 January 2011.

While credit enhancement has increased for all notes, the
affirmation of the class A2, B and C notes reflect the junior
position of these notes in the transaction's capital structure.
Fitch still believes a default is possible on the class A2 notes
and a default is probable on the class B and C notes.

In addition to exposure to low credit quality assets, the class C
through E notes are currently deferring and capitalizing interest
due to their junior position in the priority of payments.
Available interest is being diverted to the pay down of the
senior most notes ahead of the class C through E notes due to the
failure of all OC tests.  Class D and E benefit from support in
the form of subordination, however this subordination is matched
by assets that are rated CC and below and Fitch believes default
is inevitable for these notes.

Fitch notes that 89% of the portfolio was originally rated 'BBB'
through 'BB' and as such are subordinate to thicker senior
tranches in the capital structure.  Mezzanine assets such as
these will be acutely exposed to any maturity date extension of
the underlying collateral.  Fitch has factored this sensitivity
into its analysis.


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P O L A N D
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CREDIT AGRICOLE: Moody's Maintains 'D' Financial Strength Rating
----------------------------------------------------------------
Moody's Investors Service has taken these rating actions on
Greek, Moroccan and Polish subsidiaries of Credit Agricole SA
(CASA):

Emporiki Bank of Greece SA's and Emporiki Group Finance plc's B3
deposit and senior unsecured debt ratings, placed under review
for downgrade.

Credit du Maroc's Baa2/Prime-2 long-term and short-term deposit
ratings, placed under review for downgrade.

Credit Agricole Bank Polska's long-term bank deposit ratings,
downgraded to Baa3, with negative outlook, from Baa2. CABP's
short-term ratings, downgraded to Prime-3 from Prime-2. This
concludes the review of CABP's ratings initiated on September 15,
2011.

These actions follow the downgrade of Credit Agricole's long-term
debt and deposit ratings by one notch to Aa3, with a negative
outlook.  For more information on Moody's recent rating actions
on CASA, please see the press release, "Moody's downgrades Credit
Agricole SA's long-term ratings to Aa3, concluding review", dated
December 9, 2011, on moodys.com.

The bank ratings are listed at the end of this press release.

Ratings Rationale

Ratings Under Review for Downgrade

The primary reason for the reviews for downgrade on the ratings
of Emporiki and Credit du Maroc is CASA's diminished flexibility
to support its foreign subsidiaries, as indicated by the
downgrade of CASA's long-term ratings. In its review, Moody's
will consider (i) the strategic fit of the subsidiaries'
operations to the French parent, including CASA's potential need
to refocus on its core domestic franchises; (ii) the group's
branding policy; and (iii) the financial flows between the parent
and its subsidiaries.

The operating environment for euro area banking groups has
deteriorated significantly in recent months, driven by the
sovereign debt crisis and restricted access to unsecured
wholesale funding. Many Western European banks, including CASA,
are facing difficult choices with regard to deploying their
scarce capital and funding resources. This may result in a
decline in the willingness or capacity of the parent companies to
provide financial and managerial support to their foreign
subsidiaries.

Although the ratings of the two subsidiaries are on review for
similar reasons, Moody's will assess each individual bank's
positioning in the group and other relevant factors, as described
above.

Downgrade of Credit Agricole Bank Polska (CABP)

The immediate downgrade of the long-term bank deposit ratings of
CABP concludes the review of CABP's ratings initiated on
September 15, 2011, in conjunction with the review of its parent.
The downgrade reflects the weakened flexibility of the French
parent to support its Polish subsidiary, as well as the
significant sensitivity of the subsidiary's supported ratings to
changes in CASA's ratings. The negative outlook for the parent's
ratings also drives the negative outlook for the subsidiary's
supported ratings.

For CABP, Moody's continues to assign two notches of rating
uplift due to parental support considerations from CASA. This
maintains the bank's long-term deposit ratings at Baa3. The
current two-notch uplift reflects the strategic fit of the bank
with the group, the recent rebranding of CABP, CASA's 100%
control and ownership, and the history of funding support from
the parent.

The ratings of the affected subsidiaries follow:

Emporiki Bank of Greece SA and Emporiki Group Finance plc

- Long-term deposit rating and senior unsecured ratings of B3,
   on review for downgrade

- Subordinated debt ratings of Caa1, on review for downgrade

- Standalone BFSR of E (mapping to Caa3), stable outlook

Credit du Maroc

- Long-term domestic currency deposit ratings of Baa2 and short-
   term domestic currency Prime-2 ratings, on review for
   downgrade

- Long-term foreign currency deposit rating of Ba2, stable
   outlook

- Short-term foreign currency Not Prime rating

- BFSR of D (mapping to Ba2), stable outlook

Credit Agricole Bank Polska

- Long-term local and foreign currency deposit ratings of Baa3,
   negative outlook

- Short-term local and foreign currency rating of Prime-3

- BFSR of D, mapping to a Ba2, stable outlook

Principal Methodologies

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

Headquartered in Athens, Emporiki Bank of Greece SA reported
total assets of EUR27.3 billion as of June 2011.

Headquartered in Casablanca, Credit du Maroc reported total
assets of MAD44.8 billion (EUR4.0 billion) as of June 2011.

Headquartered in Wroclaw, Poland, CABP reported total assets of
EUR3.11 billion as of December 31, 2010.


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


* PORTUGAL: S&P to Rate Bond Programs at 'BB+' on "High"
---------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on eight covered bond programs issued by
banking groups in the European Economic and Monetary Union
(EMU or eurozone). "We have also affirmed our 'A-1+' short-term
rating on Societe Generale SCF's covered bond program," S&P said.

"The CreditWatch placements follow our CreditWatch negative
placement of our ratings on 15 eurozone members (see 'Standard &
Poor's Puts Ratings On Eurozone Sovereigns On CreditWatch With
Negative Implications,' published on Dec. 5, 2011)," S&P said.

Specifically, S&P has placed on CreditWatch negative its ratings
on:

    Three covered bond programs in France;
    Three covered bond programs in Portugal;
    One covered bond program in Italy; and
    One covered bond program in Spain.

"The covered bonds affected are exposed to a portfolio where most
of the assets are located in one or more of these countries. Our
review of the eurozone sovereign rating CreditWatch placements
may lead us to lower some of our covered bond ratings by up to
two notches," S&P said.

"Under our criteria for rating non-sovereign issuers and
structured finance transactions, including covered bonds, above
the rating on the related sovereign in the eurozone ('EMU
criteria'), we determine the maximum rating differential between
sovereign and covered bond ratings based on the sovereign rating
level and the covered bond program's country-risk exposure (see
'Nonsovereign Ratings That Exceed EMU Sovereign Ratings:
Methodology And Assumptions,' published on June 14, 2011). This
assessment caps any potential further uplift typically available
under our criteria for rating covered bonds (see 'Revised
Methodology And Assumptions For Assessing Asset-Liability
Mismatch Risk In Covered Bonds,' published on Dec. 16, 2009),"
S&P said.

"Under our EMU criteria, a covered bond program that has what we
consider to be a 'high' country-risk exposure would typically
only achieve a one-notch uplift above the rating on the country
in which the cover pool assets are located. A 'low' country-risk
exposure allows a maximum uplift of six notches above the
investment-grade rating on the country in which the cover pool
assets are located. If the sovereign's rating is in the
speculative-grade category, the maximum uplift is five notches,"
S&P said.

Based on the CreditWatch placements, the maximum ratings for the
affected covered bond programs under S&P's EMU criteria, and
assuming that it lowers its sovereign rating on France, Italy,
Portugal, and Spain by up to two notches, are:

Country     Sovereign         [1]"High"           "Low"
            rating         -1 notch   -2   -1 notch     -2

France      AAA/Watch Neg    AAA      AA+     AAA       AAA
Italy       A/Watch Neg      N/A      N/A     AAA       AA+
Portugal    BBB-/Watch Neg   BBB-     BB+     A         A-
Spain       AA-/Watch Neg    AA-      A+      AAA       AAA

[1]Country risk exposure level. N/A--Not applicable.

"According to our criteria and the table above, if we lower our
sovereign rating on France by one notch, the maximum ratings that
we would assign for covered bonds exposed to 'high' country risk
would remain at 'AAA'. If we lower our rating on France by two
notches, the maximum covered bond ratings would be capped at
'AA+'," S&P said.

"When we assess a country's risk exposure as 'low', the maximum
rating achievable on the covered bonds is six notches above the
sovereign rating. Therefore, if we lower our rating on France by
two notches, the covered bonds would still be able to achieve a
maximum potential 'AAA' rating," S&P said.

"We have therefore placed on CreditWatch negative the ratings on
all covered bond programs where we currently rate the covered
bonds above the maximum potential ratings that we would assign
under our EMU criteria. This is assuming that the potential
sovereign downgrades occur to the maximum extent as indicated in
our Dec. 5 media release. We will resolve the CreditWatch
placements on the covered bond programs once we have completed
our review of the sovereign ratings," S&P said.

"We have affirmed our 'A-1+' short-term rating on Societe
Generale SCF's covered bond program as the maximum potential
downgrade of the long-term rating on its covered bonds would be
'AA+', which would still be commensurate with a 'A-1+' short-term
rating," S&P said.

Ratings List
                     Rating
Program/      To                From
Country: Covered bond type

Ratings Placed On CreditWatch Negative

FRANCE (POTENTIAL TWO-NOTCH SOVEREIGN DOWNGRADE)

Credit Mutuel Arkea Public Sector SCF
             AAA/Watch Neg      AAA/Stable
France: Public Sector Covered Bonds: Obligation Foncieres

Dexia Municipal Agency
             AAA/Watch Neg      AAA/Stable
France: Public Sector Covered Bonds: Obligation Foncieres

Societe Generale SCF
             AAA/Watch Neg      AAA/Stable
France: Public Sector Covered Bonds: Obligation Foncieres

PORTUGAL (POTENTIAL TWO-NOTCH SOVEREIGN DOWNGRADE)

Banco BPI S.A.
             BBB/Watch Neg      BBB/Negative
Portugal: Public Sector Covered Bonds: Obrigacoes Sobre o Sector
Publico

Banco BPI S.A.
             A+/Watch Neg       A+/Negative
Portuguese Mortgage Covered Bonds: Obrigacoes Hipotecarias

Banco Santander Totta S.A.
             A/Watch Neg        A/Negative
Portuguese Mortgage Covered Bonds: Obrigacoes Hipotecarias

SPAIN (POTENTIAL TWO-NOTCH SOVEREIGN DOWNGRADE)

Banco Bilbao Vizcaya Argentaria S.A.
             AA/Watch Neg       AA/Negative
Spanish Public Sector Covered Bonds: Cedulas Territoriales

ITALY (POTENTIAL ONE-NOTCH SOVEREIGN DOWNGRADE)

UniCredit SpA Obbligazioni Bancarie Garantite Programme
             AAA/Watch Neg      AAA/Stable
Italian Mortgage Covered Bonds: Obbligazioni Bancarie Garantite

Rating Affirmed

Societe Generale SCF
           Short-term: A-1+
France: Public Sector Covered Bonds: Obligation Foncieres


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


ALJBA ALLIANCE: S&P Retains 'B' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services reviewed its ratings on 14
Russian banks and one core subsidiary by applying its new ratings
criteria for banks. "We've listed the ratings and any changes
that resulted from our new criteria in the ratings list," S&P
said.

"We will publish individual research updates on banks, 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
on the Global Credit Portal. Ratings on specific issues will be
available on RatingsDirect on the Global Credit Portal and
www.standardandpoors.com following release," S&P said.

Ratings List
The ratings are counterparty credit ratings unless otherwise
stated.

Ratings Affirmed; Upgraded
                                To                   From

Aljba Alliance                  B/Stable/B        B/Stable/B

S.L. Capital Services Ltd.      B/Stable/B        B/Stable/B

B&N Bank                        B-/Positive/C     B-/Positive/C
Russia National Scale Rating   ruBBB+            ruBBB+

Bank Soyuz                      B/Stable/C        B-/Stable/C
Russia National Scale Rating   ruA-              ruBBB

CentroCredit Bank JSC           B-/Stable/C       B-/Stable/C
Russia National Scale rating   ruBBB-            ruBBB-

Commercial Bank
Renaissance Capital             B/Stable/C        B/Stable/C
Russia National Scale Rating   ruBBB+            ruBBB+

Development Capital Bank OJSC   B/Stable/C        B/Stable/C
Russia National Scale Rating   ruA-              ruA-

Federal Bank for Innovation
and Development                 B-/Negative/C     B-/Negative/C
Russia National Scale Rating   ruBBB-            ruBBB-

Foreign Economic Industrial
Bank (Vneshprombank)            B/Stable/C        B/Stable/C
Russia National Scale Rating   ruA-              ruA-

International Bank of
Saint-Petersburg                B-/Positive/C     B-/Positive/C
Russia National Scale Rating   ruBBB             ruBBB

LLC CB Koltso Urala             B-/Negative/C     B-/Negative/C
Russia National Scale Rating   ruBBB-            ruBBB-

OTKRITIE Bank                   B-/Positive/C     B-/Positive/C
Russia National Scale Rating   ruBBB+            ruBBB+

Sovcombank ICB LLC              B/Stable/C        B-/Stable/C
Russia National Scale Rating   ruBBB+            ruBBB

Ural Bank for Reconstruction
and Development                 B/Stable/B        B-/Positive/C
Russia National Scale Rating   ruA-              ruBBB+

West Siberian Commercial Bank   B+/Stable/B       B/Stable/B
Russia National Scale Rating   ruA               ruBBB+

Standard & Poor's has used information from sources believed to
be reliable based on standards established in its Credit Ratings
Information and Data Policy, but does not guarantee the accuracy,
adequacy, or completeness of any information used.


EUROPLAN ZAO: Fitch Assigns 'BB-' LT Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has assigned Russian ZAO Europlan Long-term foreign
currency and local currency Issuer Default Ratings (IDRs) of 'BB-
', a Short-term IDR of 'B' and a National Long-term rating of
'A+(rus)'.  The Outlooks on the Long-term IDRs and National
rating are Stable.

The ratings reflect Europlan's reasonable profitability through
the cycle, good asset quality, underpinned by relatively liquid
collateral with a low average loan-to-value ratio, and a strong
collection function.  The ratings also consider Europlan's
dependence on short-term bank funding, albeit this matches the
asset maturity profile, which exposes the company to rollover
risk.

Europlan is an autoleasing monoliner and a leader in its niche
with a nationwide sales network and a market share of about 25%.
The company focuses on the SME segment and the typical leased
vehicle is a mid-class passenger car.

Fitch views the SME sector as rather risky, which is reflected in
a relatively high share of repossessed vehicles (14% of total
cars leased were repossessed during 2010).  However, sizable down
payments (around 30%) and liquid collateral underpin strong
recoveries, resulting in a very low cost of risk, at about 1% on
average in 2008-2010.  Credit risk is further mitigated by high
lessee diversification, with the largest 20 obligors accounting
for only 6% of the portfolio.

The share of 90+ overdue leases was a low 1.8% at end-2010 (0.03%
at end-Q311, according to management data).  At end-2010, these
were covered by reserves by 64%, which looks adequate in light of
historically high recoveries.

Profitability is reasonable (ROAA and ROAE of 7% and 21%,
respectively, in 9M11), but may come under increasing pressure as
the segment becomes more competitive.

Europlan gets most of its funding from about 12 lenders,
including leading Russian banks and foreign credit institutions.
Bank funding is short-term, typically up to two years, bearing
some rollover risk.  However, it generally matches the profile of
lease receivables, which have an average contractual maturity of
26 months and usually monthly instalments.  Fitch also gets
comfort from the track record of rapid deleveraging through the
2009 crisis.

Low gearing is also a rating strength. Debt-to-equity (D/E) was
6.5x at end-Q311, but is expected to improve to 1.7x after the
conversion of US$80 million subordinated debt into equity by end-
Q112.  Subsequent to this, the company is likely to leverage up
with a planned local bond issue (in 2012) and extra borrowings
from banks to fund growth, although the targeted D/E level of
3.3x is still reasonable for the current rating level.

Europlan is controlled by Baring Vostok Private Equity Fund II,
managed by Baring Vostok Capital Partners, with a 62.45%
ownership stake.  Another 25.45% is owned by private equity fund
Capital International and the rest by management.


* ASTRAKHAN REGION: Fitch Assigns 'B+' Currency Ratings
-------------------------------------------------------
Fitch Ratings has assigned Russia's Astrakhan Region a Long-term
foreign and local currency rating of 'B+', a Short-term foreign
currency rating of 'B' and a National Long-term rating of
'A(rus)'.  The Outlooks for the Long-term ratings are Stable.

The ratings reflect the modest size of the region's budget and
local economy with wealth indicators below average, high direct
risk dominated by short-term bank loans, which impose significant
refinancing pressure.  The ratings also factor in the track
record of a sound operating performance, which is gradually
restoring after temporary deterioration in 2010, and low
contingent risk.

Fitch notes that strengthening of the debt coverage ratios
coupled with a reduction of refinancing risk due to a lengthening
of debt maturity profile would be positive for the ratings.
Conversely, weak operating performance with close to zero margins
and further growth of short-term debt would be negative for the
ratings.

The region's per capita gross regional product (GRP) was about
30% lower than the national average in 2009.  However, the
regional economy has been recovering swiftly after the 2009
crisis. The administration expects 7% yoy growth of the local
economy in 2011 driven by a 16% increase in industrial
production.

Fitch expects an improvement in Astrakhan region's budgetary
performance in 2011 after a sharp deterioration in 2010.  The
agency expects the operating margin to improve to 8% in 2011 from
2.7% in 2010.  The region demonstrated an average operating
margin of 17.5% during 2006-2009.  Fitch expects a RUB2.3 billion
deficit before debt variation or 9.5% of the total revenue for
the full year, which is an improvement from 2010 (deficit of
15.7%).

Fitch expects the region's direct risk to increase to RUB14.4
billion by end-2011 or 66% of current revenue, from RUB12.6
billion at end-2010. Direct risk will further increase to about
RUB18 billion or 69% of current revenue by end-2013.  The
region's direct risk is dominated by short-term bank loans (80%
of the total) with maturity in 2011 and 2012.  Fitch expects debt
coverage ratio to improve in 2011-2013, but it will remain weak
given the short maturity profile of the region's debt.

Astrakhan region is located in the south-east part of European
Russia.  The region accounted for 0.4% of national GDP in 2009
and for 0.7% of the population.


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


BANCO FINANCIERO: S&P Lowers Issuer Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services reviewed its ratings on 10
Spanish financial institutions by applying its new ratings
criteria and updated group methodology for banks.

Various ratings on these 10 financial institutions remain on
CreditWatch with negative implications, where they were placed on
Dec. 8, 2011, following a similar action on the Kingdom of Spain
(see "Ratings On 15 Spanish Banks Placed On CreditWatch Negative
Following Similar Rating Action On Spain," Dec. 8, 2011).

"We will publish individual research updates on the financial
institutions, 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 on the Global
Credit Portal. Ratings on specific issues will be available on
RatingsDirect on the Global Credit Portal and
www.standardandpoors.com following release," S&P said.

"We have previously published the results of our review of the
ratings on Banco Santander S.A., its Spanish 'core' subsidiary
Banco Espanol de Credito S.A., and its 'highly strategic'
subsidiary Santander Consumer Finance, S.A., and Banco Bilbao
Vizcaya Argentaria S.A. under our new criteria on Nov. 29, 2011,
followed by their respective placements on CreditWatch negative
on Dec. 8, 2011," S&P said.

"We have not included in the review Confederacion Espanola de
Cajas de Ahorros (CECA) (A-/Watch Neg/A-2), Spain's savings bank
association. We plan to apply our revised criteria to CECA in
early 2012," S&P said.

"We intend to resolve the CreditWatch placements on the ratings
on the relevant financial institutions within four weeks after
the resolution of the CreditWatch on the Kingdom of Spain," S&P
said.

Ratings List
The ratings are long- and short-term issuer credit ratings.
                               To                 From
Bankia S.A.
L-T ICR                       BBB+/Watch Neg     A-/Watch Neg
S-T ICR                       A-2                A-2/Watch Neg

Banco Financiero y de Ahorros S.A. (holding company)
L-T ICR                       BB+/Watch Neg      BBB-/Watch Neg
S-T ICR                       B                  A-3/Watch Neg

CaixaBank S.A.
L-T ICR                       A/Watch Neg        A+/Watch Neg
S-T ICR                       A-1/Watch Neg      A-1/Watch Neg

Caja de Ahorros y Pensiones de Barcelona (holding company)
L-T ICR                       BBB+/Watch Neg     A-/Watch Neg
S-T ICR                       A-2/Watch Neg      A-2/Watch Neg

Ibercaja Banco S.A.
L-T ICR                       BBB+/WatchNeg      A-/Watch Neg
S-T ICR                       A-2                A-2/Watch Neg

Caja de Ahorros y Monte de Piedad de Gipuzkoa y San Sebastian
(Kutxa))

L-T ICR                       BBB+/Watch Neg     A-/Watch Neg
S-T ICR                       A-2/Watch Neg      A-2/Watch Neg

Bilbao Bizkaia Kutxa (BBK)
L-T ICR                       BBB+/Watch Neg     A-/Watch Neg
S-T IOR                       A-2/Watch Neg      A-2/Watch Neg

Bankinter S.A.
L-T ICR                       BBB+/Watch Neg     A-/Watch Neg
S-T ICR                       A-2                A-2/Watch Neg

Banco de Sabadell S.A.         BBB/Watch Neg      A-/Watch Neg
L-T ICR
S-T ICR                       A-2/Watch Neg      A-2/Watch Neg

Banco Popular Espanol S.A.
L-T ICR                       BBB+/Watch Neg     A-/Watch Neg
S-T ICR                       A-2/Watch Neg      A-2/Watch Neg


BBVA EMPRESAS: Fitch Assigns 'BB' Rating to Class C Notes
---------------------------------------------------------
Fitch Ratings has assigned BBVA EMPRESAS 6, FTA's notes expected
ratings, as follows:

  -- EUR804m Class A notes (ISIN ES0314586001): 'AAAsf(EXP)';
     Outlook Stable

  -- EUR240m Class B notes (ISIN ES0314586019): 'A-sf(EXP)';
     Outlook Stable

  -- EUR156m Class C notes (ISIN ES0314586027): 'BBsf(EXP)';
     Outlook Stable

The expected ratings are based on the quality of the collateral,
the underwriting and servicing of the portfolio loans, the
integrity of the transaction's legal and financial structure, the
isolation of counterparty risk provided by the structure,
available credit enhancement (CE) and the management company's
administrative capabilities.

Fitch has based its analysis on a preliminary portfolio dated 14
November 2011 out of which the final portfolio will be selected.
Fitch does not expect material differences between the final and
preliminary portfolios.  The transaction is expected to close on
December 21, 2011.

The transaction will be a cash flow securitization of a static
pool of secured loans (52% of preliminary collateral value; pcv)
and unsecured loans (48% pcv) originated and serviced by Banco
Bilbao Vizcaya Argentaria (BBVA, 'A+'/Negative/'F1').  The
obligors are small- and medium-sized enterprises (SMEs), self-
employed individuals (SEIs), large enterprises and small
corporates.

Fitch has applied its "Rating Criteria for European Granular
Corporate Balance-Sheet Securitisations (SME CLOs)", despite the
corporate nature of a significant share of the portfolio.  The
lack of public ratings or credit opinions for these larger
enterprises justifies the application of the SME criteria.  The
agency understands that this results in a conservative analysis
of larger enterprise exposures.

Fitch considers the combined exposure to real estate (RE, 25%pcv)
and building & materials (B&M, 12%pcv) sectors to be the main
risk factor as they jointly represent 37%pcv of the initial
portfolio balance.  Fitch has a negative forward-looking view on
these sectors.  The RE sector suffers in a market with an
oversupply of properties and scarcity of new credit.  The B&M
sector is expected to underperform as deficit reduction policies
will reduce public budgets for investment in infrastructures and
construction projects.

Fitch nevertheless acknowledges that the RE exposure in the
portfolio that will be securitized in this transaction is
performing better than Fitch's benchmark for the sector in Spain.
For this reason, Fitch has assigned a 15% weighted average (WA)
first-year probability of default (PD) to this sector.  This PD
is lower than the 24% first-year PD assigned to B&M exposures,
which equal the country benchmark for RE and B&M.  First-year PDs
embed a stress resulting from the assumption of a front-loaded
default timing distribution. See the SME CLO criteria for further
details.

Fitch has assigned a final forward-looking WA first PD of 12.1%
to the portfolio (ie slightly better than a 'B-' rating proxy),
reflecting its credit view of Spanish SMEs, historically observed
default rates in a year of stress, concentration in RE and
construction, and high obligor concentration.

The agency expects a mean loss rate on the portfolio of 4% over
the life of the transaction.  The structure provides gross CE of
45%, 25% and 12% in the form of subordination for the Class A, B
and C notes respectively.  Additionally, the interest rate
hedging agreement provides 50bps of excess spread.

The agency is comfortable that obligor concentration risk is
captured in the analysis using Fitch's portfolio credit model
(PCM) and the conservative PDs assigned to larger enterprises and
RE and B&M exposures.  The top 1 risk group represents 1.6% pcv.
There are 33 obligors that each represents more than 0.5%pcv for
a total of 30% pcv.  RE and B&M exposure among these large
obligors is 45%.

Fitch considers the strictly sequential amortization of the notes
as a strength. Additionally, the interest deferral mechanism on
the Class B and C notes would protect the Class A notes upon
severe performance deterioration (when cumulative defaults exceed
20% and 15% of the initial collateral value, respectively).

The ratings address payment of interest on the notes according to
the terms and conditions of the documentation, as well as the
repayment of principal by the final maturity date in August 2055.
The structure allows for temporary interest shortfalls for the
class B and the class C notes.


IM PASTOR 3: S&P Lowers Rating on Class D Notes to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on IM Pastor 3, Fondo de
Titulizacion Hipotecaria's class A, B, C, and D notes.

"The rating actions reflect our view of the underlying
collateral's poor performance. The level of defaulted assets
(defined in this transaction as loans in arrears for more than 12
months) is still increasing, and now represents 4.69% of the
closing portfolio balance, according to the latest data provided
by the trustee in this transaction. A year ago, defaulted assets
represented 3.84% of the closing portfolio balance," S&P said.

"While loans in arrears for less than 90 days have been
relatively stable in the past six months, by contrast, severe
delinquencies (defined as loans in arrears for more than 90 days)
have continued to increase, and have as a result rolled into
defaults. The level of severe delinquencies in this transaction
is lower than the level of severe delinquencies we currently
observe in the Spanish residential mortgage-backed securities
(RMBS) market; nevertheless, it is due in our opinion to severely
delinquent loans being classified as defaulted, and as a
consequence being removed from the level of arrears reported by
the trustee in this transaction. Together, the level of severe
delinquencies and outstanding defaulted loans accounts for 13.67%
of the current portfolio balance and 4.82% of the closing
portfolio balance," S&P said.

"We have also observed a higher rollover of assets delinquent for
more than 60 days into the 90 days delinquencies bucket--but not
yet considered as severe delinquencies -- than in other similar
Spanish RMBS transactions, in terms of underlying collateral. In
our view, the evolution of these assets in arrears for more than
90 days may illustrate that the level of recoveries on delinquent
assets is less important for Banco Pastor, acting as servicer of
these loans, than for other market participants in the Spanish
RMBS industry," S&P said.

"We note also that the level of repossessed properties for this
transaction is significant and these properties have not been
foreclosed yet," S&P said.

"The level of constant prepayment rate (CPR) observed in this
transaction has been decreasing since the closing date in June
2005, and is in line with the CPR evolution of the Spanish RMBS
market. In our opinion, this decreasing trend in the collateral
prepayment level is a significant factor of a depressed real
estate sector," S&P said.

"Taking into account the deterioration of the portfolio credit
quality, we have increased our default and loss assumptions for
this transaction," S&P said.

The reserve fund, which represented 0.9% of the portfolio balance
at closing, has been fully drawn since the September 2009 payment
date. It has not replenished since that date, as the level of
excess spread the transaction has received has not been
sufficient to cure defaults, and no proceeds have been available
to the issuer to top up the reserve fund to the required level.

"The reserve fund was designed to provide credit enhancement to
the rated notes. This reserve is fully depleted, and the level of
performing collateral balance is still decreasing and is now even
lower than the balance of the outstanding notes (as per our
calculation, the imbalance between the outstanding balance of the
notes and the performing balance of collateral available to the
fund is EUR26.8 million, as per the latest data provided by the
trustee). As a result, the credit enhancement available to the
rated notes has decreased and, although it is still positive for
the class A notes, the class B notes are partially
undercollateralized, and the class C and D notes are
totally undercollateralized," S&P said.

"As a consequence, our cash flow analysis shows that the current
levels of credit enhancement are not sufficient to maintain our
current ratings on the notes. We have therefore lowered and
removed from CreditWatch negative our rating on the class A
notes," S&P said.

"Due to the current level of credit enhancement available to the
class B, C, and D notes and taking into account the credit
quality of the underlying portfolio, the level of credit
enhancement provided by the reserve fund (which is fully
depleted), and the subordination of more junior notes in the
capital structure, we believe the class B, C, and D notes will
continue to show increased sensitivity to any further
deterioration of the portfolio quality. As a result, we have
lowered our ratings on these notes and removed them from
CreditWatch negative," S&P said.

"Currently, the class D notes' interest-deferral trigger is far
from being breached. It is set at a principal deficiency of
EUR47,500,000. As of October 2011, the principal deficiency was
equivalent to EUR24,085,333.47, and we therefore don't expect any
deferral of interest on the class D notes over the next few
interest payment dates. Nevertheless, the 'B- (sf)' rating on the
class D notes reflects their undercollateralization and -- as per
Standard & Poor's rating definition -- an increase in this class
of notes' vulnerability to nonpayment of the principal amounts
due at the legal final maturity of the transaction," S&P said.

IM PASTOR 3 was issued in June 2005, and is backed by a portfolio
of Spanish RMBS originated by Banco Pastor. The portfolio
comprises mortgages granted to individuals to purchase
residential properties.

             Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

Ratings List

Class            Rating
          To                 From

IM PASTOR 3, Fondo de Titulizacion Hipotecaria
EUR1,000 Million Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

A         A (sf)             AA (sf)/Watch Neg
B         BB- (sf)           BBB- (sf)/Watch Neg
C         B (sf)             BB (sf)/Watch Neg
D         B- (sf)            BB- (sf)/Watch Neg


SANTANDER HIPOTECARIO: Moody's Assigns 'C' Rating to Serie C Note
-----------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings
to the debt issued by Fondo de Titulizacion de Activos SANTANDER
HIPOTECARIO 8:

   -- EUR640M Serie A Note, Definitive Rating Assigned Aaa (sf)

   -- EUR160M Serie B Note, Definitive Rating Assigned Ba1 (sf)

   -- EUR160M Serie C Note, Definitive Rating Assigned C (sf)

Ratings Rationale

FTA SANTANDER HIPOTECARIO 8 is a securitization of loans granted
by Banco Santander (Aa3 Negative Outlook/P-1) to Spanish
individuals. Banco Santander is acting as Servicer of the loans
while Santander de Titulizacion S.G.F.T., S.A. is the Management
Company ("Gestora").

The ratings address the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on or before the rated final legal
maturity date for the class A and B notes. Moody's ratings only
address the credit risk associated with the transaction. Other
non-credit risks have not been addressed, but may have a
significant effect on yield to investors.

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
the transaction and associated documentation, the rating agency
will endeavor to assign a definitive rating. A definitive rating
(if any) may differ from a provisional rating.

As of November 2011, the provisional pool was composed of a
portfolio of 5,138 contracts granted to 5,138 obligors located in
Spain. The assets supporting the notes are prime High LTV (HLTV)
mortgage loans secured on residential properties located in
Spain. 82% of the loans correspond to loans from Santander
Hipotecario 4. The Current Weighted Average LTV is 82.55%. The
assets were originated between 1996 and 2011, with a weighted
average seasoning of 4.5 years and a weighted average remaining
term of 28.4 years. Geographically, the pool is located mostly in
Andalusia (19.97%) and Madrid (17.54%). 9.86% of the pool
correspond to loans in principal grace periods. 8.08% of the
loans were granted to non Spanish nationals.

According to Moody's, the deal has the following credit
strengths: (i) a reserve fund fully funded upfront equal to 20%
of the A and B notes to cover potential shortfall in interest and
principal, and (ii) the swap to hedge the interest rate risk
which also provides a guaranteed excess spread of 0.65% to the
transaction

Moody's notes that the transaction features a number of credit
weaknesses, including: (i) the proportion of HLTV loans in the
pool; (ii) almost 21% of the portfolio correspond to self
employed debtors (iii) and the performance of the Banco
Santander's precedent transactions and the performance of the
Banco Santander's book

Moody's analysis focused primarily on (i) an evaluation of the
underlying portfolio of loans; (ii) historical performance
information and other statistical information; (iii) the credit
enhancement provided via excess-spread, the cash reserve and the
subordination of the notes. As noted in Moody's comment 'Rising
Severity of Euro Area Sovereign Crisis Threatens Credit Standing
of All EU Sovereigns' (28 November 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.

The resulting key assumptions of Moody's analysis for this
transaction are a MILAN Aaa Credit Enhancement of 30.0% and a
expected loss of 10%.

The V Score for this transaction is Medium, which is in line with
the V score assigned for the Spanish RMBS sector. Five sub
components underlying the V Score have been assessed higher than
the average for the Spanish RMBS sector.

Issuer/Sponsor/Originator's Historical Performance Variability is
Medium/High because HLTV pools have historically higher defaults
and arrears than traditional mortgages pools. Sector's Historical
Downgrade Rate is assessed as Medium due to the exposure of the
transaction to HLTV's which have suffered more downgrades than
traditional mortgages pools, Disclosure of Securitisation
Collateral Pool Characteristics is assessed as Medium since no
months current data was available on a loan by loan basis,
Disclosure of Securitisation Performance is assessed as Medium
since no detailed information on recoveries has been provided for
previous Santander Hipotecario transactions in the investor
report and Transaction Complexity is assessed as Medium since
HLTV loans are more exposed to house price declines.

Moody's also ran sensitivities around key parameters for the
rated notes. For instance, if the assumed MILAN Aaa Credit
Enhancement of 30% used in determining the initial rating was
changed to 36% and the expected loss of 10% was changed to 13%,
the model-indicated rating for Series A and Series B of
(P)Aaa(sf) and (P)Ba1(sf) would have changed to (P)Aa1(sf) and
(P)B1(sf) respectively.

The methodologies used in this rating were Moody's Approach to
Rating RMBS in Europe, Middle East, and Africa published in
October 2009, Moody's Updated Methodology for Rating Spanish RMBS
published in October 2009, and Cash Flow Analysis in EMEA RMBS:
Testing Structural Features with the MARCO Model (Moody's
Analyser of Residential Cash Flows) published in January 2006.

Other Factors used in this rating are described in Revising
Default/Loss Assumptions Over the Life of an ABS/RMBS Transaction
published in December 2008.

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.


TDA 28: S&P Retains 'D' Ratings on Five Note Classes
----------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on all notes rated 'CCC (sf)' or above in TDA
24, Fondo de Titulizacion de Activos, TDA 25, Fondo de
Titulizacion de Activos, TDA 27, Fondo de Titulización de
Activos, and TDA 28, Fondo de Titulizacion de Activos. "At the
same time, our 'D (sf)' ratings on certain tranches are
unaffected as 'D (sf)' is already our lowest rating category,"
S&P said.

The rating actions follow the findings of an audit (initiated by
Titulizacion de Activos, S.G.F.T., S.A., as trustee) of TDA 28's
pool, in which more than 1,700 loans equivalent to EUR173.9
million (48.9% of the current balance of the securitized
portfolio, including the defaulted loans) were identified as not
having been originated in compliance with the transaction
documentation.

According to the published findings of the audit, the non-
compliant loans were originated by Union de Credito Para La
Financiacion Mobiliaria e Inmobiliaria Credifimo, E.F.C., S.A.U.,
which contributed 44% of the pool's overall balance at closing.

According to the trustee's statement, Credifimo was asked to
replace these loans; however, as such action was not taken, the
trustee intends to bring legal proceedings against Credifimo.

"The residential mortgage pools backing the transactions affected
by the rating actions have, on average, shown what we consider to
be deteriorating performance, with high delinquency and default
levels. As a result of this deterioration we previously took
negative rating actions on these transactions (see 'Related
Criteria And Research')," S&P said

"We will aim to resolve the CreditWatch negative placements
following receipt of further information on the nature and extent
of the noncompliant loans, including as to whether the
noncompliance identified in TDA 28 could be repeated in the TDA
24, 25, and 27 transactions, which Credifimo also originated,"
S&P said.

            Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reports
included in this credit rating report are available at:

         http://standardandpoorsdisclosure-17g7.com

Ratings List

Class                Rating
          To                     From

TDA 24, Fondo de Titulizacion de Activos
EUR490.156 Million Mortgage-Backed Floating-Rate Notes

Ratings Placed On CreditWatch Negative

A1        AA (sf)/Watch Neg      AA (sf)
A2        AA (sf)/Watch Neg      AA (sf)
B         BB (sf)/Watch Neg      BB (sf)

Ratings Unaffected

C         D (sf)
D         D (sf)

TDA 25, Fondo de Titulizacion de Activos
EUR310.054 Million Mortgage-Backed Floating-Rate Notes

Rating Placed On CreditWatch Negative

A         B (sf)/Watch Neg       B (sf)

Ratings Unaffected

B         D (sf)
C         D (sf)
D         D (sf)

TDA 27, Fondo de Titulizacion de Activos
EUR930.6 Million Mortgage-Backed Floating-Rate Notes

Ratings Placed On CreditWatch Negative

A2        AA (sf)/Watch Neg      AA (sf)
A3        AA (sF)/Watch Neg      AA (sf)
B         A (sf)/Watch Neg       A (sf)
C         BB (sf)/Watch Beg      BB (sf)

Ratings Unaffected

D         D (sf)
E         D (sf)
F         D (sf)

TDA 28, Fondo de Titulizacion de Activos
EUR454.95 Million Mortgage-Backed Floating-Rate Notes

Rating Placed On CreditWatch Negative

A         B (sf)/Watch Neg       B (sf)

Ratings Unaffected

B         D (sf)
C         D (sf)
D         D (sf)
E         D (sf)
F         D (sf)


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


SAAV AUTOMOBILE: Files For Bankruptcy After No Investors Found
--------------------------------------------------------------
Ola Kinnander at Bloomberg News reports that Saab Automobile
filed for bankruptcy, bringing the Swedish carmaker to the brink
of shutting for good after failing to find investors to rescue
the company.

According to Bloomberg, Victor Muller, chief executive officer of
parent company Swedish Automobile NV, said on Sunday in a text
message that Saab submitted its application with Vaenersborg
District Court, and will hold a press conference as soon as the
judge issues a ruling.

Saab, which General Motors Co. sold to Swedish Automobile in
February 2010, won protection from creditors in September and has
been seeking funding since then.  Guy Lofalk, Saab's court-
appointed administrator, applied on Dec. 7 to end the
reorganization, saying the carmaker was out of money and had no
realistic hope of gaining financing soon, Bloomberg recounts.

Mr. Muller said on Dec. 7 that Saab Automobile was in talks with
Jinhua, China-based Zhejiang Youngman Lotus Automobile and a
Chinese bank to secure about EUR600 million in loans, Bloomberg
relates.

GM, which retains a say in Saab's future because of the
companies' technology ties, said Dec. 17 that it couldn't support
proposed alternatives as they "are not meaningfully different"
from previous plans the Detroit-based carmaker had rejected on
the grounds they would hurt the U.S. company, Bloomberg notes.

Youngman, Chinese car dealer Pang Da Automobile Trade Co. and
Russian banker Vladimir Antonov, a former Spyker shareholder,
have all been failed suitors for a stake in Saab as Muller tried
to fund the unit's turnaround since its purchase, Bloomberg
discloses.

There is still a possibility for Saab to be rescued in one piece
if a "viable investor" steps in.  Mats Faegerhag, Saab's product
development chief, as cited by Bloomberg, said "But that would
have to happen quick, in a few weeks, because our employees will
be looking for other jobs."

Christina Zander and Anna Molin at Dow JOnes report that Saab
said the Vanersborg district court should shortly approve its
bankruptcy filing.  That would clear the way for the liquidation
of the company's assets to meet its 3,400 staff members' unpaid
wages and repay creditors, Dow Jones says.

"After having received the recent position of GM on the
contemplated transaction with Saab Automobile, Youngman informed
Saab Automobile that the funding to continue and complete the
reorganization of Saab Automobile could not be concluded," Dow
Jones quotes Saab Automobile as saying in a statement.  "The
Board of Saab Automobile subsequently decided that the company
without further funding will be insolvent and that filing
bankruptcy is in the best interests of its creditors."

According to the bankruptcy filing, the company owns tools and
equipment worth some SEK3 billion (US$433.5 million), assets that
would likely be sold off to repay creditors including Sweden's
National Debt Office, which has guaranteed a EUR217 million
(US$283.03 million) loan from the European Investment Bank, Dow
Jones discloses.

Saab said it saw potential for new investors, mainly outside
Sweden, to sweep in and buy part or all of the bankrupt company,
Dow Jones notes.

Dow Jones relates that Mr. Muller told a news conference "There
are parties out there that have expressed an interest to pursue a
possible acquisition of Saab from bankruptcy."

Swedish Automobile, as cited by Dow Jones, said it expected to
realize no value from its shares and would write off its entire
investment in Saab.

As reported by the Troubled Company Reporter-Europe on Dec. 19,
2011, Reuters related that that Saab Automobile was forced to
name a new administrator a day after identifying another lawyer
to take the key role, himself a replacement for a previous
administrator who had quit.

Sweden's Vanersborg District Court said Saab had put forward Lars
Soderqvist of law firm Hokerberg & Soderqvist as its new
administrator, having said on Wednesday another lawyer called
Lars-Henrik Andersson would take the position, Reuters disclosed.
It admitted on Thursday Mr. Andersson had subsequently
turned the post down, Reuters recounted.  The company had said
that previous administrator Mr. Lofalk had decided to quit,
though media reports said Victor Muller, chief executive of
Saab's parent Swedish Automobile, had wanted Mr. Lofalk to go,
Reuters noted.

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


=============
U K R A I N E
=============


* UKRAINE: Moody's Changes Outlook on 'B2' Bond Ratings to Neg.
---------------------------------------------------------------
Moody's Investors Service has changed the outlook on Ukraine's B2
local- and foreign-currency government bond ratings to negative
from stable, reflecting heightened fiscal funding and external
liquidity risks as well as downside risks to economic growth and
political stability. The negative outlook also applies to the
country's B1 foreign-currency debt ceiling and its B3 foreign-
currency deposit ceiling.

The main drivers for the negative outlook include:

1) Increased fiscal and external liquidity risks against the
   backdrop of a stalled IMF program.

2) Downside risks to the economy in the context of a weaker
   global economy.

3) Increased political risks related to upcoming parliamentary
   elections in October 2012.

Moody's has also changed the outlook to the B2 rating of the
Ukrainian State Enterprise: "Financing of Infrastructural
projects", in line with the sovereign rating action. The
Ukrainian State Enterprise: "Financing of Infrastructural
projects" debt is fully and unconditionally guaranteed by the
government of Ukraine.

Rationale for Negative Outlook

The primary driver underlying Moody's decision to change the
outlook on Ukraine's government bond ratings to negative is
increased fiscal and external liquidity pressure against the
backdrop of the stalled IMF program. In the fiscal sphere, this
is due to a lack of reforms in the gas sector, higher-than-
expected pension expenditures, as well as a constrained fiscal
reform momentum given the absence of an IMF "anchor".
Furthermore, the government faces a significant increase in debt
redemptions in 2012. This is of concern given that external
markets are currently closed and demand for domestic debt has
been negatively affected by the tight liquidity situation related
to the National Bank's exchange rate policy. Given that the cash
balance of the government is rather limited, budget financing and
debt redemptions could prove difficult in the coming year.

On the external side, liquidity risks have risen significantly
compared to the levels recorded at the end of 2010. The current
account deficit has more than doubled in US$ terms between
January and October 2011, compared to 2010. Looking ahead to
2012, there is still considerable uncertainty surrounding current
account developments, which will be significantly influenced by
the new deal on gas import prices with Russia. Moreover, foreign-
exchange reserves have fallen since August. The external
liquidity situation will also depend on developments related to
the IMF program: so far, Ukraine has received funds only in 2010,
but no disbursements have been made in 2011.

Secondly, Moody's is concerned about increased downside risks to
economic growth stemming primarily from the deterioration in the
global environment and its impact on exports and capital inflows.
A related factor is the widening current account deficit and the
increased FX cash holdings outside banks, resulting in pressure
on the country's currency peg to the US$. To maintain the peg,
the central bank has absorbed liquidity, which has in turn led to
a liquidity crunch in the interbank market. This has already
affected lending rates, thereby denting the outlook for credit
growth. These downside risks to credit growth are further
exacerbated by the high volume of non-performing loans and the
reduced likelihood of foreign banks supporting their Ukrainian
subsidiaries than had been the case during the 2008-09 crisis.

Thirdly, Moody's decision to change the outlook to negative was
also driven by its view that the upcoming parliamentary elections
in October 2012 pose risks to Ukraine's political stability,
especially if the elections are accompanied by a deterioration in
the country's economy. Opinion polls have for some time been
pointing to a declining popularity of both the ruling party as
well as the President. The external political situation has also
deteriorated: the recent imprisonment of the former Prime
Minister triggered condemnation from the US and the EU
governments and has put the signing of a new association
agreement with the EU at risk. In Moody's view, these
developments weaken the outlook for improvements in Ukraine's
institutional environment.

What Could Change the Rating Up/Down

The ratings could be downgraded in the event of concerns over
Ukraine's fiscal consolidation and external financing and further
delays with disbursements from the IMF program. Downward rating
pressure could also emerge in the event of a deterioration of the
balance-of-payments situation, continued liquidity shortages in
the banking system, serious asset quality or financing problems,
or a deterioration in external and public debt metrics. Moreover,
any regulatory interventions by the central bank to impose long-
term capital controls and/or undermine bond or deposit contracts
could also contribute to downward rating pressure.

Ukraine's ratings could be upgraded in the event of a more
coherent and consistent approach to economic policy, particularly
if this were successful in reducing the country's large fiscal
and external vulnerabilities, as well as the ambiguity concerning
monetary and exchange-rate policy. Additional positive steps
would be improvements in the administrative efficiency of tax and
customs collections that would broaden the government revenue
base, as well as progress on structural reforms that would
support longer-term competitiveness, e.g. in energy efficiency.

Methodology Used

The principal methodology used in this rating was Sovereign Bond
Ratings published in September 2008.


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


BHR GROUP: New Owners Reveals Stronger Firm After Administration
----------------------------------------------------------------
bedford today reports that VirtualPiE Ltd said that with 64 years
of engineering expertise under its belt, the 'new' BHR Group is
going from strength to strength.

VirtualPiE Ltd has bought the rights, assets and intellectual
property of BHR Group Limited which had fallen into
administration in August this year, according to bedford today.

The report notes that the company will trade as BHR Group in
recognizing the BHR brand and its contribution to the fluid
engineering sector.

"My vision is to create an integrated engineering services
company that builds on the talents and expertise of our staff and
the strong relationships that we have built up with stakeholders
across a range of market sectors. . . . In combining this with
the design and product development capabilities of VirtualPiE I
see the new BHR Group offering a range of integrated specialist
yet valued products and process services across many industrial
sectors," the report quoted new owner and MD of VirtualPiE
Ragbhir Chand as saying.


BLACKS LEISURE: In the Brink of Administration
----------------------------------------------
The Press Association reports that Blacks Leisure is in danger of
falling into administration and being broken up if it fails to
find a buyer this week, putting 2,000 jobs at risk.

The stricken firm suffered a major blow to its survival hopes
this week when its biggest shareholder Sports Direct walked away
from buy-out talks, according to The Press Association.

The Press Association notes that Blacks Leisure, which put itself
up for sale earlier in the month in a bid to stave off collapse
amid dire trading, now faces a desperate scramble to find a buyer
by its deadline on Thursday.

The Press Association notes that sources told the Sunday Times
that if it is unsuccessful that the company could go into
administration after Christmas and carry out a company voluntary
arrangement, which would allow it to write off some of its GBP36
million debt pile and let buyers close unwanted stores.

The newspaper said Blacks' rivals Mountain Warehouse, Cotswolds
and Go Outdoors are expected to bid for the best stores, leaving
100 outlets and 2,000 staff at risk.

Meanwhile, the Sunday Telegraph reported that restructuring
specialist Hilco, which in July sold the remnants of Habitat to
Home Retail Group, is thought to be interested in buying the
trading business out of administration, The Press Association
says.

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.


CONISTON HOTEL: Owners Sue NatWest Over Hotel's Administration
--------------------------------------------------------------
Sarah Limbrick and Simon Watkins at This is Money report that
NatWest is being sued for GBP29 million by Innes Berntsen and
Chris Richardson, the two businessmen who claim the bank withdrew
lending from their hotel in breach of contract and drove them
into administration.

The bank, part of Royal Bank of Scotland, later bought the hotel
from the administrators, according to This is Money.

Messrs. Berntsen and Richardson said they had ploughed their own
money into buying and developing the Coniston Hotel in
Sittingbourne, Kent, and had arranged a bank loan of GBP5
million.

The report notes that the pair turned the dilapidated building
into a four-star 77-bedroom hotel.  The Coniston was due to open
in June last year, but just nine days earlier, according to a
High Court writ, NatWest stopped funding the project, saying it
had a cost overrun of GBP1 million, the report relates.

The businessmen said that their approved borrowing limit was
GBP5million and they had drawn less than GBP3,875,000, the report
discloses.

The businessmen consulted specialist business advisers BDO Stoy
Hayward, whose representative Matthew Tait advised them to call
in administrators, This is Today notes.

Early this year, the report relays that administrators agreed to
sell the Coniston to West Register, a part of RBS's restructuring
division.


GRUNDINVEST FUND: Forces to Sale 4 Trophy London Office Buildings
-----------------------------------------------------------------
UK Business Property reports that four trophy office buildings in
London have to be sold before May by one Frankfurt-based German
property fund, run by KanAm Grund, which has suspended
withdrawals from its EUR3.97 billion fund while it races to raise
liquidity to avoid liquidation.

UKBP relates that the Grundinvest Fund has hired Knight Frank to
find a single buyer for its EUR1.09 billion London portfolio,
which comprises the European Bank of Reconstruction &
Development's London headquarters, next to Liverpool Street
station, the ThomsonReuters UK HQ in Canary Wharf, the Deutsche
Bank UK HQ on London Wall, and 90 High Holborn, a 182,000 sq.ft.
multi-let office building.

UKBP notes that the fund is not alone in halting redemptions
after being unable to liquidate assets quickly enough to meet
investor withdrawals.  According to the report, Germany has an
EUR85 billion mutual fund industry which is in deep trouble, with
12 of the 44 funds liquidating or suspended.  Other Continental
funds such as Swiss-based Credit Swisse Euroreal are also in the
same situation, the report says.  As in the 2008 credit crisis, a
rush to liquidate cannot be accommodated when open-ended funds
hold assets which take months to realize, according to UKBP.

UKBP states that Credit Suisse, KanAm and SEB are among the funds
which have held hundreds of investor meetings across Germany
since May to explain new legislation taking effect in 2013 (which
will introduce notification periods, caps on withdrawals and
staggered repayments) and showcase the performance of their
suspended funds and gauge the scale of potential withdrawals.
These three large funds have combined holdings of EUR16.4 billion
and must liquidate if they can't raise the cash needed, the
report notes.


HMV GROUP: Weak Trading Conditions Prompt Going Concern Doubt
-------------------------------------------------------------
Katie Linsell at Bloomberg News reports that HMV Group Plc said
the economic downturn and weak trading conditions may cast
"significant doubt" on its ability to continue.

According to Bloomberg, the company said its first half pretax
loss from continued operations before exceptional items widened
32% from last year to GBP36.4 million (US$56.4 million).

HMV Group said in a regulatory statement that the company has
GBP163.7 million of underlying net debt, up 7.9% on last year,
Bloomberg relates.  Like for like sales from continued operations
fell 11.6 percent compared with 15.5% last year, Bloomberg
relates.

HMV said it has initiated a strategic review of HMV Live which
may lead to its sale, Bloomberg notes.

HMV, as cited by Bloomberg, said that the board has "reasonable
expectation" that the company will have resources to continue for
the foreseeable future, the company said.  "However, the economic
environment and trading circumstances create material
uncertainties which may cast significant doubt on the Group's
ability to continue as a going concern in the future."

United Kingdom-based HMV Group plc is engaged in retailing of
pre-recorded music, video, electronic games and related
entertainment products under the HMV and Fopp brands, and the
retailing of books principally under the Waterstone's brand.  The
Company operates in four segments: HMV UK & Ireland, HMV
International, HMV Live, and Waterstone's.  HMV International
consists of HMV Canada, HMV Hong Kong and HMV Singapore.


PORTSMOUTH FOOTBALL: Must Raise Funds or Fall Into Administration
-----------------------------------------------------------------
Mirror Football reports that Portsmouth Football Club Ltd. could
go back into administration if they fail to raise significant
funds to prevent them from becoming insolvent.

The troubled club will this week come under investigation from
the Football League, who refuses to rule out imposing a points
deduction after Pompey's parent company, Convers Sports
Initiatives, went into administration, according to Mirror
Football.

Mirror Football notes that the League has appointed auditors to
examine Pompey's accounts.  The report relates that the club has
debts approaching GBP30.8 million, while GBP20 million is still
outstanding to former owner Balram Chainrai.

Pompey go into the titanic South Coast derby with Southampton
facing an uncertain future, but Andrew Andronikou, joint
administrator of CIS, is still optimistic the club can survive,
the report discloses.

"Hopefully, . . . we will have sold one of the companies owned by
CSI to allow us to invest some capital into the club . . . .  The
priority is to find a buyer.  In the worst-case scenario, we
would have to look at putting the club back into administration,"
Mirror Football quoted Mr. Andronikou as saying.

                   About Portsmouth Football

Portsmouth Football Club Ltd. -- http://www.portsmouthfc.co.uk/
-- operated Portsmouth FC, a professional soccer team that plays
in the English Premier League.  Established in 1898, the club
boasted two FA Cups, its last in 2008, and two first division
championships.  Portsmouth FC's home ground is at Fratton Park;
the football team is known to supporters as Pompey.  Dubai
businessman Sulaiman Al-Fahim purchased the club from Alexandre
Gaydamak in 2009.  A French businessman of Russian decent,
Gaydamak had controlled Portsmouth Football Club since 2006.


SOUTHERN CROSS: Transfers Last Batch of Homes to New Operators
--------------------------------------------------------------
Simon Mundy at The Financial Times reports that Southern Cross
has handed over the last of its 752 homes to new operators.

After ceasing to run the two homes in Scotland on Dec. 14,
Southern Cross "has now ceased to be an operator of care homes,"
the FT quotes the company as saying in a short statement to
shareholders.

Southern Cross expanded rapidly by selling care homes and leasing
them back, freeing up cash for further growth, the FT says.
However, this strategy was undone in the past few years as fees
and occupancy levels came under pressure, while rents continued
to rise, the FT states.

The shares plummeted in March after the company warned that its
financial position was not sustainable, the FT recounts.  It
alienated its landlords in May by unilaterally imposing a rent
cut of 30% for four months, as it sought breathing space to
rearrange its finances, the FT notes.

After several weeks of tense negotiations over the summer,
Southern Cross announced in July that it would be wound up by the
end of this year, after all 80 landlords said they wanted to find
new operators for their homes, the FT discloses.

As reported by the Troubled Company Reporter-Europe on Sept. 29,
2011, HealthInvestor related that the lenders and landlords of
Southern Cross agreed to a restructuring of the company as it
winds down operations and enters liquidation.

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


T JOLLY: Goes Into Administration, Cuts 65 Jobs
-----------------------------------------------
Hanna Sharpe at Business Sale reports that a buyer is being
sought for troubled North West engineering firm T Jolly Services,
which has been placed into administration.  Lee Ross and Matt
Dunham from administrators Grant Thornton have been brought in to
manage the process.

The firm's installation division has been closed down with the
loss of 65 employees, according to Business Sale.  The report
relates that its maintenance business is still operating, and the
administrators hope to preserve the remaining 80 jobs with a sale
of the business.

Business Sale notes that T Jolly Services was hit by 'an
increasingly competitive market, as well as cut backs and delays
in public sector budgets'.

"T Jolly is a long established and well known company that has
suffered from the recent downturn and has failed despite recent
attempts to refinance. . . . .With the support of customers,
suppliers and the workforce we are continuing to trade the
maintenance division and are hopeful that a sale can be achieved
in a short timeframe," the report quoted Insolvency Today joint
administrator Mr. Ross as saying.

T Jolly Services installed and serviced commercial boiler and
airconditioning units for commercial buildings, and operated from
its offices in Birmingham, Leigh and Preston.


THE LIFEHOUSE: Goes Into Administration Despite Big Profit
----------------------------------------------------------
Claton Gazette reports that the owners of The Lifehouse spa in
Thorpe said that they have recorded their most profitable month
since opening.

The Lifehouse spa in Thorpe only opened in December 2010, but
went into administration last month, according to Claton Gazette.

The report relates that the spa is still running as normal, but
administrators Grant Thornton UK LLP are actively looking for a
buyer to take over.

"We have had quite a lot of interest and the efforts to sell the
business are progressing nicely. . . . . November was the spa's
best ever month in terms of business, and December is looking
really promising as well.  That can only help us in the efforts
to find a buyer," Claton Gazette quoted an unnamed spokesman as
saying.

The Lifehouse spa is located in 130 acre grounds set back from
Frinton Road, in Thorpe, which formerly housed a 17th-century
manor house.


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


* EUROPE: Moody's Says Corporates Likely to Conserve Cash in 2012
-----------------------------------------------------------------
European corporates are likely to conserve cash to maximize
liquidity amid more challenging market conditions in 2012, says
Moody's in a Special Comment report. This view is based on
Moody's analysis of 362 European non-financial corporate issuers
that it rates and which file public financial statements. These
issuers are domiciled in the 27 members states of the European
Union (EU) plus Norway and Switzerland.

Moody's believes that European corporates are likely to reduce
capital expenditure and spending on acquisitions until Europe's
debt problems are contained and the global economy picks up. With
the current sovereign turmoil in Europe and diminished confidence
among market participants, companies are finding it more
challenging to access capital markets, which creates downside
risks for liquidity that stockpiling cash can help mitigate.

European non-financial corporates held US$872 billion in cash --
comprising cash and short-term investments -- at mid-year 2011,
down slightly from their peak holdings at December 2010. Cash
uses rose faster than cash generation during the 12-month period
ended June 30, 2011. Although European corporates' revenues and
operating incomes have rebounded since the 2008-09 global
financial crisis and recession, their capital expenditures and
spending on shareholder distributions and M&A exceeded their cash
from operations (CFO) in the 12 months ended June 30, 2011. This
reflected expectations at the time that business conditions would
continue to improve.

European corporates in Moody's study group held US$3.1 trillion
of debt at mid-year 2011 -- a record level in absolute terms and
a rise of US$385 billion since the end of 2008. Debt is also high
when compared with aggregate sales, at 42%. However, Moody's
believes that debt will decrease over the next year as companies
prepare for a period of slow growth.

Utilities, automotive, energy and telecommunications are the most
cash-flush industries in Europe, representing US$463 billion, or
53% of the corporate cash total.

The top 20 holders of cash account for US$346 billion of cash, or
40% of the total. These cash kings include Electricite de France
(EDF, Aa3 stable), Volkswagen Aktiengesellschaft (Volkswagen,
A3/P-2, positive), Fiat S.p.A. (Ba2 negative), TOTAL S.A. (Aa1/P-
1 stable) and BP Plc (A2 stable).


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *