TCREUR_Public/120323.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Friday, March 23, 2012, Vol. 13, No. 60

                            Headlines



A U S T R I A

UNICREDIT BANK: S&P Lowers Rating on Class B2 Notes to 'BB+'


D E N M A R K

MARIMATECH: Milford Haven Port Authority Acquires Shares


F R A N C E

GROUPAMA SA: S&P Keeps 'BB+' Hybrid Capital Ratings on Watch Neg.


G E R M A N Y

MANROLAND AG: Langley Takes Over Printing Equipment Division
SPELLBOUND ENTERTAINMENT: Lack of Investment Prompts Insolvency
WESTLB AG: Set to Be Wound Down on June 30 if No Buyer Found


G R E E C E

DRYSHIPS INC: Incurs US$47.3 Million Net Loss in 2011
NAT'L BANK OF GREECE: Fitch Affirms 'B-' Issuer Default Rating
NAT'L BANK OF GREECE: Fitch Maintains BB- Rating on Covered Bonds


H U N G A R Y

EMFESZ: CEO Says Liquidation Order Unexpected


I R E L A N D

DUNCANNON CRE: Fitch Says Notes Issuance Won't Affect Ratings
DUNCANNON CRE: Fitch Says Notes Repurchase Won't Affect Ratings
LIGHTPOINT 2007-1: S&P Raises Rating on Class E Notes to 'B'


L U X E M B O U R G

GATEGROUP FINANCE: Moody's Rates EUR350MM Sr. Unsecured Notes B1
HEAT MEZZANINE: Files for Insolvency


N E T H E R L A N D S

HARBOURMASTER PRO-RATA: Fitch Affirms B Rating on Class B2 Notes


P O R T U G A L

* PORTUGAL: Moody's Sees Slight Improvement in RMBS Performance


R O M A N I A

* CITY OF BUCHAREST: S&P Lowers Issuer Credit Ratings to 'BB'


R U S S I A

BANK SAINT-PETERSBURG: Moody's Issues Summary Credit Opinion


S P A I N

NYESA VALORES: Court Approves Creditor Protection Request


S W I T Z E R L A N D

PETROPLUS HOLDINGS: Fund Energy Bids for Three Refineries


T U R K E Y

* MUNICIPALITY OF ISTANBUL: Moody's Issues Annual Credit Report


U N I T E D   K I N G D O M

AC WILLIAMS: Investor Saves Firm From Possible Liquidation
AYT KUTXA: Fitch Affirms 'CCCsf' Rating on Class C Notes
GAME GROUP: Files Notice of Intention to Appoint Administrator
GEMINI PLC: Fitch Cuts Ratings on Three Note Classes to 'Csf'
HUDSONS: Heads Into Administration, Seeks to Employ Hart Shaw

ITV PLC: Moody's Upgrades CFR to 'Ba1'; Outlook Stable
LOWELL GROUP: S&P Assigns 'BB-' Counterparty Credit Rating
MARRIOTT-FAIRFIELD: Inn Subject of Receivership Case
NDS GROUP: S&P Puts 'BB-' Corp. Credit Rating on Watch Positive
PEACOCKS: Collapse Could Cost Cancer Research UK GBP250,000++

PETROPLUS HOLDINGS: Seeks Six Months Debt Moratorium
RADAMANTIS PLC: Fitch Affirms Rating on Class G Notes at 'Dsf'
ROYAL HOTEL: Britannia Units Buy Firm Out of Administration
TARGET ENTERTAINMENT: In Administration, Fails to Find Buyer


X X X X X X X X

* Moody's Says EMEA Auto ABS Performance Relatively Stable
* BOOK REVIEW: Leveraged Management Buyouts


                            *********


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A U S T R I A
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UNICREDIT BANK: S&P Lowers Rating on Class B2 Notes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
UniCredit Bank Austria AG's class A2 and B2 BA-CA floating-rate
credit-linked notes (CLNs), and UniCredit Bank AG's class A2 HVB
floating-rate CLNs. "At the same time, we affirmed our rating on
UniCredit Bank AG's class B2 HVB floating-rate CLNs," S&P said.

Each transaction is a partially funded synthetic balance sheet
collateralized loan obligation (CLO) referencing a portfolio of
senior secured and senior unsecured loans to German small and
midsize enterprises (SMEs) originated by UniCredit Bank AG with
regard to the HVB CLNs, and to largely Austrian SMEs originated
by UniCredit Bank Austria with regard to the BA-CA CLNs.

"The rating actions reflect our assessment of both transactions'
performance, and result primarily from our current view on the
concentration risk in each of the portfolios. We have based our
analysis on the latest available portfolio report and loan-level
information from the servicer, as of December 2011," S&P said.

"Both portfolios are replenishable until April 2014, subject to
compliance with an amortization schedule outlined in the
transaction documents. Therefore, since closing in September
2008, both transactions have partially amortized--the BA-CA
portfolio by about 40%, and the HVB portfolio by about 37%. This
has resulted in a reduction in the respective senior notional
amount pertaining to each of the transactions, and an increase in
the available credit enhancement for the class A2 and B2 HVB
CLNs, and for the class A2 and B2 BA-CA CLNs. We note that the
BA-CA underlying portfolio is about half the size of the HVB
portfolio. The weighted-average life (WAL) of the BA-CA portfolio
is about 3.2 years, and the remaining WAL of the HVB portfolio is
about 4.6 years," S&P said.

"As of December 2011, aggregate outstanding defaulted loans in
the BA-CA portfolio stood at 0.98% of the BA-CA initial portfolio
amount, while aggregate outstanding defaulted loans in the HVB
portfolio stood at 1.49% of the HVB initial portfolio amount. We
note that, across the two portfolios, about 47% of credit events
occurred in 2009, followed by a reduction in the amount of
defaulted loans in the following two years. This is reflective of
the general difficult economic environment faced by both
transactions after closing in September 2008," S&P said.

"Cumulative losses incurred from the liquidation of defaulted
loans by each of the pools amount to 0.33% for the BA-CA pool,
and 0.09% for the HVB pool. To date, losses in both transactions
have been entirely absorbed by the available excess spread
generated by both portfolios: A large portion has been absorbed
by the quarterly excess spread, leaving the balance of the excess
spread ledger available to both transactions, at about 92% of its
maximum balance. Consequently, none of the junior notes has
suffered any losses. For the joint portfolio (i.e., EuroConnect
Issuer SME 2008 Ltd.), we sized a 3% credit enhancement at a 'BB'
rating level. Therefore, the portfolios on a combined level are
performing in line with our initial default expectations. With an
average workout period of two years, we expect more loans to
complete their workout procedure throughout 2012 -- potentially
reducing the excess spread ledger balance in those instances
where the quarterly available excess spread generated by each
underlying portfolio is insufficient to cure the quarterly
realized losses," S&P said.

"Despite these developments, there are significant portfolio
concentration levels -- particularly in the portfolio referenced
by the BA-CA CLNs. Since closing, concentration has further
increased due to the portfolio's amortization. According to our
calculation, the largest 20 obligor groups in the BA-CA portfolio
account for about 40% of the outstanding portfolio balance
(excluding loans under workout). One of the largest loans in the
BA-CA pool (2.5% of the BA-CA pool balance) is currently
categorized on the bank's second-lowest internal rating category
of 9--implying that it is likely to default. Our analysis of the
risk posed by further defaults among the largest obligors
indicates that the credit enhancement available to the class A2
BA-CA CLNs is sufficient to cover the default of the largest five
obligor groups, while the class B2 BA-CA CLNs' available credit
enhancement covers the default of about the largest four obligor
groups. In our opinion, these levels of coverage are not
consistent with our previous ratings assigned. Accordingly, we
have lowered our ratings on these classes of notes," S&P said.

"Compared with the BA-CA portfolio, the larger HVB portfolio
exhibits lower concentration levels. According to our analysis,
the largest 20 obligor groups account for about 17% of the HVB
portfolio (excluding loans under workout). Among the largest 20
obligors, 0.94% (pertaining to one obligor group) is on the
servicer's watchlist. Additionally, 1.26% pertaining to two
obligors falls into category 6 on the bank's internal rating
scale -- implying a weak state. According to the loan-level data,
about 47% of the largest 20 obligor groups are senior unsecured
loans without underlying collateral," S&P said.

"Taking these factors into account, we consider that the credit
enhancement level available to the class A2 HVB CLNs is not
commensurate with our previous rating assigned. Accordingly, we
have lowered our rating on that class of notes. In contrast, we
consider that the credit enhancement available to the class B2
CLNs, which our analysis indicates is sufficient to cover the
default of the largest 10 obligor groups, remains commensurate
with the current ratings. Accordingly, we have affirmed our
rating on that class of notes," S&P said.

         Potential Effects of Proposed Criteria Changes

"We have taken the rating actions based on our criteria for
rating European SME securitizations. However, these criteria are
under review," S&P said.

"As highlighted in the Jan. 17 Request For Comment, we are
soliciting feedback from market participants with regard to
proposed changes to our criteria for rating European SME
collateralized loan obligations (CLOs). We will evaluate the
market feedback, which may result in further changes to the
criteria. As a result of this review, our future criteria for
rating European SME CLOs may differ from our current criteria.
The criteria change may affect the ratings on all outstanding
notes in these transactions," S&P said.

"Until such time that we adopt new criteria for rating European
SME securitizations, we will continue to rate and surveil these
transactions using our existing criteria," 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 Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

Ratings List

Class                 Rating
            To                     From

UniCredit Bank Austria AG
EUR0.2 Million BA-CA Floating-Rate Credit-Linked Notes
(EuroConnect SME 2008 Ltd.)

Ratings Lowered

A2          BBB+ (sf)              AAA (sf)
B2          BB+ (sf)               A (sf)

UniCredit Bank AG
EUR0.2 Million HVB Floating-Rate Credit-Linked Notes (EuroConnect
SME 2008 Ltd.)

Rating Lowered

A2          AA (sf)                AAA (sf)

Rating Affirmed

B2          A (sf)


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D E N M A R K
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MARIMATECH: Milford Haven Port Authority Acquires Shares
--------------------------------------------------------
Milford & West Wales Mercury reports that a significant share,
estimated to be more than a third of the business, in Marimatech
has been acquired by Milford Haven Port Authority.

Marimatech recently entered into administration after
experiencing some financial difficulties and was restructured and
sold earlier this month, according to Milford & West Wales
Mercury.

The report relates that pilots at Milford Haven Port currently
use the latest version of Marimatech's 'Esea Fix' system, a
highly accurate position fixing system which pilots carry aboard
ships.

"The system gives the pilot a highly accurate picture of a
vessel's position, completely independent of its own equipment,
and is of significant value when maneuvering large ships," the
report quoted MHPA's director of corporate affairs Mark Andrews
as saying.

The report notes that Mr. Andrews said the authority had been a
satisfied customer of Marimatech for almost ten years, and the
company's products continue to play a major role in the safe
management of the waterway.

Marimatech is a Danish company that supplies hi-tech maritime
laser docking systems.


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F R A N C E
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GROUPAMA SA: S&P Keeps 'BB+' Hybrid Capital Ratings on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services maintained its 'BBB-' long-
term counterparty and financial strength ratings on France-based
insurer Groupama S.A. and its guaranteed subsidiaries on
CreditWatch with negative implications. Also remaining on
CreditWatch negative are the 'BB+' ratings on Groupama GAN Vie
and the 'BB' ratings on Groupama's hybrid capital issues. All the
ratings were placed on CreditWatch with negative implications on
Dec. 15, 2011.

"Our 'BBB-/A-3' long- and short-term counterparty credit ratings
on the group's banking subsidiary Groupama Banque are not
affected by the rating action," S&P said.

"We are updating our CreditWatch placement to reflect our view
that Groupama's recently published 2011 financial results further
highlight its financial profile's vulnerability to changing
market conditions. Specifically, the group posted a substantial
EUR1.8 billion net loss at year-end 2011 and a resulting
regulatory solvency margin of 107%, which includes the positive
one-off actions of SILIC and GAN Eurocourtage's operations," S&P
said.

"We aim to update or resolve the CreditWatch placement within the
next three months, after having fully reassessed Groupama's
business risk and financial risk profiles in light of the latest
developments. As part of our CreditWatch resolution, we will also
review additional strategic actions that management may take to
derisk Groupama's balance sheet and stabilize its financial
profile," S&P said.

"We could affirm or lower the ratings depending on whether the
company successfully executes these actions. We could lower the
ratings if Groupama's financial profile further deteriorates with
adverse implications for the company's solvency," S&P said.

"If we were to lower the ratings on Groupama to the speculative-
grade category (that is, 'BB+' or below), we would also widen the
notching on Groupama's hybrid securities to a minimum of three
notches below the long-term counterparty credit rating, from two
notches currently. We may decide to increase the number of
notches if we perceive that interest payment deferral risk has
heightened," S&P said.


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G E R M A N Y
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MANROLAND AG: Langley Takes Over Printing Equipment Division
------------------------------------------------------------
Insider Media reports that Langley Holdings Plc has taken over
the sheet-fed printing equipment division of insolvent Manroland
AG.

According to the report, entrepreneur Tony Langley and the
privately-owned Sheffield City Region-based engineering group has
also bought the division's property portfolio in Offenbach,
Germany, together with Manroland's international marketing
organisation in more than 40 countries.

"I am very pleased with the solution which will provide a long-
term perspective to the Offenbach location and the sheet fed
printing business," the report quotes insolvency administrator
Werner Schneider as saying.

"Roughly 860 employees in Offenbach will be taken over. Tony
Langley is well known as a long-term investor who acts
strategically. I am convinced that a lasting perspective has been
found for Manroland's sheet-fed printing business."

Manroland AG is an Offenbach-based printing-press maker.  The
German printing press maker filed for insolvency protection in
2011.


SPELLBOUND ENTERTAINMENT: Lack of Investment Prompts Insolvency
---------------------------------------------------------------
Craig Chapple at Develop reports that Spellbound Entertainment
has filed for insolvency after failing to secure enough
investment.

Despite the filing, the salaries of 65 employees have been
secured during preliminary insolvency proceedings, and business
is to proceed as normal, Develop notes.

According to Develop, a new round of investment is set to begin
immediately, and preliminary insolvency trustee Ulrich Nehrig
claims there is "a very good chance of success" as the developer
already has a number of advanced projects underway.

Offenburg-based studio Spellbound was formed in 1994, and has
created games such as Desperados, Giana Sisters, Airline Tycoon
and Gothic 4: Arcania.


WESTLB AG: Set to Be Wound Down on June 30 if No Buyer Found
------------------------------------------------------------
James Wilson at The Financial Times reports that WestLB AG held
out little hope of finding buyers for most of its businesses as a
deadline approaches for the bank to be wound down, raising the
potential cost for German taxpayers of dealing with unwanted
assets.

The bank's existence is set to end on June 30, the FT discloses.

According to the FT, WestLB chief executive Dietrich Voigtlander
was struggling to find buyers for many of its businesses, but was
hopeful of reaching a deal to sell assets in Brazil and was in
talks with several parties.

Under a break-up plan agreed with Brussels, assets unsold by
June 30 must be transferred into the EAA, a government-backed
"bad bank", to be wound down, the FT notes.

The demise of WestLB was imposed by Brussels after the bank
received state aid during the financial crisis, the FT recounts.
Mr. Voigtlander failed to engineer a consolidation with other
Landesbanken but a deal was last year struck to transfer some
WestLB assets and jobs to Helaba, a rival Landesbank, the FT
relates.

From July, the rump of WestLB will be renamed as Portigon
Financial Services, which Mr. Voigtlander, as cited by the FT,
said would provide risk and portfolio management services to
third parties.  Its main contract so far is with the EAA, the FT
notes.

WestLB reported a net loss for 2011 of EUR48 million, compared
with a loss of EUR240 million in 2010, according to the FT.  Its
assets have been cut by about one-third over the past 18 months
to EUR168 billion, the FT states.

Portigon, the FT says, will be headed by Mr. Voigtlander and will
inherit WestLB's legal risks.  It will be owned by the regional
government of North Rhine-Westphalia and is slated for
privatization, the FT discloses.

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


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G R E E C E
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DRYSHIPS INC: Incurs US$47.3 Million Net Loss in 2011
-----------------------------------------------------
Dryships Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss
of US$47.28 million on US$1.07 billion of total revenues for the
year ended Dec. 31, 2011, compared with net income of US$190.45
million on US$859.74 million of total revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed
US$8.62 billion in total assets, US$4.68 billion in total
liabilities, and US$3.93 billion in total equity.

Since the date of initial issuance of the Company's report on the
financial statements dated April 7, 2010, which report contained
an explanatory paragraph regarding the Company's ability to
continue as a going concern, the Company has in March 2011,
received commitments from financial institutions for additional
financing amounting to US$800 million and consents from existing
lenders to draw down an additional amount of US$495 million to
cover obligations falling due within 2011.  Additionally,
Dryships Inc., majority owner of the Company, has committed to
provide cash to meet the Company's liquidity needs during 2011.
Therefore, the conditions that raised substantial doubt about
whether the Company will continue as going concern no longer
exist.

A copy of the Form 20-F is available for free at:

                       http://is.gd/xLxhem

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of
Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers
(including newbuildings), comprising 7 Capesize, 31 Panamax and 2
Supramax, with a combined deadweight tonnage of over 3.6 million
tons and 6 offshore oil deep water drilling units, comprising of
2 ultra deep water semisubmersible drilling rigs and 4 ultra deep
water newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as
a going concern.


NAT'L BANK OF GREECE: Fitch Affirms 'B-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed National Bank of Greece's (NBG), Alpha
Bank's (Alpha), EFG Eurobank Ergasias' (Eurobank) and Piraeus
Bank's (Piraeus) Long-term Issuer Default Ratings (IDR) at 'B-'
and removed them from Rating Watch Negative (RWN).  The Outlook
is Stable.  Agricultural Bank of Greece's (ATEbank) Long-term IDR
of 'B-' has been maintained on RWN to reflect uncertainties about
its viability.  All five bank's Viability Ratings (VR) has been
affirmed at 'f'.

These rating actions follow the upgrade of Greece's sovereign
rating to 'B-' from 'Restricted Default' and Fitch's revised
judgment of external support for Greek banks' recapitalization
following the new private sector involvement (PSI Plus) debt
exchange agreed in early March 2012.

NBG's, Alpha's, Eurobank's and Piraeus' Long-term IDRs are on
their Support Rating Floors (SRF) and reflect Fitch's assumption
that support from the IMF/EU in respect of Greek banks'
recapitalization is committed and ensured after Greece's debt
restructuring and on the basis that they are viewed as viable
banks.  An official statement made by EU/IMF and ECB in its
discussion paper on the second economic adjustment program for
Greece published in March 2012 lead Fitch to reach this
conclusion.

Fitch also believes the Bank of Greece and the ECB will continue
to provide emergency liquidity assistance in a timely manner, as
evidenced in the past weeks when Greece was downgraded to 'RD'
and Greek government bonds (GGB) lost their eligibility for ECB
funding.

ATEbank's Long-term IDR of 'B-' is also on its SRF reflecting
external support in the form of capital (as evidenced by state
capital injections in the past) and liquidity from the ECB and
the Bank of Greece.  However, ATEbank's viability analysis is
addressed separately by the authorities taking into account the
legal, operational and financial aspects.  Fitch will resolve the
RWN once there are more details on the final solution, which
could involve the recapitalization of the bank if considered
viable or its resolution.  The latter could entail the full or
partial sale of the bank, a creation of a bridge bank or an
orderly winding down. The latter scenarios could constitute, in
Fitch's view, an event of default.

Fitch believes that the extended extraordinary capital backstop
facility of EUR50 billion through the Hellenic Financial
Stability Fund (HFSF) as part of the IMF/EU support programs is
likely to prove sufficient to cover banks' estimated losses and
restore the solvency of the major Greek banks.  Losses include
write-downs from the PSI Plus (which entail a 53.5% nominal value
haircut on GGB and of some state guaranteed public sector loans),
credit losses from the Blackrock exercise and costs associated
with the resolution of non-viable banks.

All banks will be required to achieve a core capital ratio of 9%
by end-September 2012 and 10% by end-June 2013. Based on capital
needs and capital raising plans, the Bank of Greece will assess
the viability of banks.  Viable banks will be then given time to
raise capital in the market until end-September.  If banks failed
to improve capital by private means, they will be able to access
capital from the HFSF through common shares and contingent
convertible bonds.

At such time that Greek banks' effectively receive capital
support, Fitch will upgrade banks' VR to a rating level
commensurate with its post-supported financial strength.
However, Fitch anticipates that the VR of Greek banks will remain
at a deeply sub-investment grade rating level to reflect the
numerous challenges there are faced with and their substantial
weak credit fundamentals.  The latter is expressed by their
fragile funding and liquidity profiles, rising asset quality
concerns and potential operating losses in the context of
Greece's distressed macroeconomic environment.

The rating actions are as follows:

NBG

  -- Long-term IDR affirmed at 'B-'; Stable Outlook, RWN removed
  -- Short-term IDR affirmed at 'B'; RWN removed
  -- Viability Rating affirmed at 'f'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor affirmed at 'B-'; RWN removed
  -- Senior notes affirmed at 'B-/RR4'; RWN removed
  -- Hybrid capital affirmed at 'C'
  -- State-guaranteed issues affirmed at 'B-'; RWN removed

Eurobank

  -- Long-term IDR affirmed at 'B-'; Stable Outlook, RWN removed
  -- Short-term IDR affirmed at 'B'; RWN removed
  -- Viability Rating affirmed at 'f'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor affirmed at 'B-'; RWN removed
  -- Senior notes affirmed at 'B-/RR4'; RWN removed
  -- Market-Linked Senior notes at 'B-emr'/RR4'; RWN removed
  -- Commercial paper affirmed at 'B'; RWN removed
  -- Subordinated notes affirmed at 'C'/'RR6'
  -- Hybrid capital affirmed at 'C'
  -- State-guaranteed issues affirmed at 'B-'; RWN removed
  -- Short-term state-guaranteed issues affirmed at 'B', RWN
     removed

Alpha

  -- Long-term IDR affirmed at 'B-'; Stable Outlook, RWN removed
  -- Short-term IDR affirmed at 'B'; RWN removed
  -- Viability Rating affirmed at 'f'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor affirmed at 'B-'; RWN removed
  -- Senior notes affirmed at 'B-'/'RR4'; RWN removed
  -- Market-Linked Senior notes affirmed at 'B-emr'/'RR4'; RWN
     removed
  -- Subordinated notes affirmed at 'C'/'RR6'
  -- Junior subordinated notes affirmed at 'C'
  -- Hybrid capital affirmed at 'C'
  -- State-guaranteed issues affirmed at 'B-'; RWN removed
  -- Short-term state-guaranteed issues affirmed at 'B', RWN
     removed
  -- Commercial paper program affirmed at 'B', RWN removed

Piraeus

  -- Long-term IDR affirmed at 'B-'; Stable Outlook, RWN removed
  -- Short-term IDR affirmed at 'B'; RWN removed
  -- Viability Rating affirmed at 'f'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor affirmed at 'B-'; RWN removed
  -- Senior notes affirmed at 'B-'/'RR4'; RWN removed
  -- Commercial paper affirmed at 'B'; RWN removed
  -- State-guaranteed issues affirmed at 'B-'; RWN removed

ATEbank

  -- Long-term IDR at 'B-'; RWN maintained
  -- Short-term IDR at 'B'; RWN maintained
  -- Viability Rating affirmed at 'f'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor at 'B-'; RWN maintained
  -- State-guaranteed issues affirmed at 'B-'; RWN removed

The rating impact, if any, from the above rating actions on Greek
banks' subsidiaries, securitization transactions and covered
bonds will be detailed in separate comments.

In Fitch's rating criteria, a bank's standalone risk is reflected
in Fitch's VR and the prospect of external support is reflected
in Fitch's Support Ratings.  Collectively these ratings drive
Fitch's Long- and Short-term IDRs.


NAT'L BANK OF GREECE: Fitch Maintains BB- Rating on Covered Bonds
-----------------------------------------------------------------
Fitch Ratings says that the recent upgrade of the Greek
sovereign's Long-term Issuer Default Rating (IDR) and subsequent
rating actions on Greek banks do not have an immediate effect on
the ratings of Greek and Cypriot covered bonds secured by Greek
residential mortgages.  As a result, the agency maintains five
Greek and two Cypriot covered bond programs on Rating Watch
Negative (RWN).  The seven programs represent an aggregate
EUR19.64bn of rated debt.

Fitch expects the Greek economy to remain in recession in 2012
with little prospect of real recovery before 2014.  With tougher
austerity measures being implemented across the economy, the
agency expects Greek consumers to come under increasing pressure,
thus leading to further deterioration in the performance of
mortgage collateral comprising the cover pools.

Fitch will incorporate its expectations of deteriorating
performance into its analysis of the Greek cover pools.  Although
the agency has removed National Bank of Greece's, Alpha Bank's,
EFG Eurobank Ergasias' and Piraeus Bank's IDR from RWN and
affirmed them at 'B-', the covered bond ratings of the respective
issuers remain on RWN reflecting Fitch's ongoing revision of its
rating assumptions.  In particular, the agency will review its
assumptions for loan defaults, property value declines, loan
recoveries and mortgage refinancing spreads to reflect the
current macro-economic outlook.

The current ratings of the Greek and Cypriot covered bonds
secured by Greek mortgage assets are:

Greek Covered Bonds:

  -- Alpha Bank: maintained at 'BBB-'/RWN
  -- Eurobank EFG: maintained at 'BBB-'/RWN
  -- National Bank of Greece (Programme I): maintained at
     'BB-'/RWN
  -- National Bank of Greece (Programme II): maintained at
     'BBB-'/RWN
  -- Piraeus Bank: maintained at 'BBB-'/RWN

Cypriot Covered Bonds:

  -- Bank of Cyprus (Greek Pool): maintained at 'BBB'/RWN
  -- Marfin Popular Bank (Programme I): maintained at 'BBB'/RWN


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


EMFESZ: CEO Says Liquidation Order Unexpected
---------------------------------------------
MTI-Econews reports that Emfesz CEO Istvan Goczi said that an
order to put the company under liquidation came as a surprise.

According to MTI-Econews, Mr. Goczi said he learnt of the
liquidation order from a public announcement and had not yet
received official notification.

Emfesz' gas trading license was suspended in January of last year
and later withdrawn, MTI-Econews recounts.  The company has not
been active since, MTI-Econews notes.

Emfesz is a Hungarian gas trader.


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


DUNCANNON CRE: Fitch Says Notes Issuance Won't Affect Ratings
-------------------------------------------------------------
Fitch Ratings says that the recent issuance of Class A
refinancing notes by Duncannon CRE CDO I plc to replace its
revolving credit facility (RCF) will not in itself impact the
rating of the existing notes.

As per Condition 19 (a) of the Duncannon CRE CDO I PLC
prospectus, the issuer may at any time create and issue further
securities with the same terms and conditions as the Class A
senior notes (the Class A refinancing notes).  The notes will be
consolidated and form a single series with, and rank pari passu
with the outstanding Class A senior notes.  The proceeds of the
refinancing notes will be used to repay amounts outstanding with
respect to drawings under the RCF.

The issuance of EUR93.5 million of the Class A refinancing notes
was used to repay the EUR93.5 million RCF which no longer exists.
The Class A notes balance will increase to EUR240 million from
EUR146.3 million to reflect the Class A refinancing notes
issuance.

The RCF ranked pari passu with the Class A notes and consequently
the Class A refinancing notes that replace the RCF shared the
same rating as the Class A notes on issuance.

The notes are rated as follows:

  -- EUR 2.5m class X: 'BBsf'; Outlook Stable
  -- EUR 240.0m class A: 'Bsf'; Outlook Stable
  -- EUR40.0m class B: 'CCsf'
  -- EUR 40.7m class C-1: 'Csf'
  -- EUR 20.4m class C-2: 'Csf'
  -- EUR 21.4m class D-1: 'Csf'
  -- EUR 21.4m class D-2: 'Csf'
  -- EUR 21.6m class D-3: 'Csf'
  -- EUR 22.4m class E-1: 'Csf'
  -- EUR 22.6m class E-2: 'Csf'


DUNCANNON CRE: Fitch Says Notes Repurchase Won't Affect Ratings
---------------------------------------------------------------
Fitch Ratings says that the recent partial repurchase of
Duncannon CRE CDO I PLC's class A notes will not in itself impact
the rating of the notes.

As per Condition 7 (h) of the Duncannon CRE CDO I PLC prospectus,
the issuer may at any time, at the direction of the portfolio
manager, purchase senior or mezzanine notes in the open market or
in privately negotiated transactions, at a price not exceeding
the notes' par value.  Under the buyback, the repurchase of
EUR15m of the class A notes was undertaken at a discounted
purchase price.  The repurchased notes were subsequently
cancelled, thereby marginally increasing the available credit
enhancement to all rated notes.  The buyback follows earlier
buybacks of class A notes in 2009, 2010 and 2011.

The repurchase was funded using cash available in the principal
collection account.  As of January 2012, approximately EUR8m was
available in the principal collection account.  Generally,
proceeds in the principal collection account can be used by the
portfolio manager to invest in new portfolio assets, limited by
the eligibility criteria, or they may be distributed to
noteholders, if no such investment opportunity exists.  Due to
the funding of the repurchase of the class A notes, the amount of
principal proceeds available for immediate distribution to the
remaining noteholders will be substantially lower.  At the same
time, noteholders will benefit from an increase in credit
enhancement due to the relative increase of assets compared with
liabilities in the structure.

The second senior and mezzanine par value tests are currently
breaching their limits.  Fitch notes that all par value ratios
will improve as a result of the repurchase.  Consequently, the
amount of interest required to be diverted on future payment
dates to the senior notes to cure the par value tests may be
reduced.

The notes are rated as follows:

  -- EUR 2.5m class X: 'BBsf'; Outlook Stable
  -- EUR 240.0m class A: 'Bsf'; Outlook Stable
  -- EUR40.0m class B: 'CCsf'
  -- EUR 40.7m class C-1: 'Csf'
  -- EUR 20.4m class C-2: 'Csf'
  -- EUR 21.4m class D-1: 'Csf'
  -- EUR 21.4m class D-2: 'Csf'
  -- EUR 21.6m class D-3: 'Csf'
  -- EUR 22.4m class E-1: 'Csf'
  -- EUR 22.6m class E-2: 'Csf'


LIGHTPOINT 2007-1: S&P Raises Rating on Class E Notes to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Lightpoint Pan-European CLO 2007-1 PLC's class B, C, and E notes.
"At the same time, we have affirmed our ratings on the class A
and D notes," S&P said.

"The rating actions follow our assessment of the transaction's
performance, and the application of our relevant criteria for
transactions of this type," S&P said.

"For our review of the transaction's performance, we used data
from the trustee report (dated Jan. 25, 2012), in addition to our
cash flow analysis. We have taken into account recent
developments in the transaction, and have applied our 2010
counterparty criteria, as well as our cash flow criteria," S&P
said.

"From our analysis, we have observed a decline in the proportion
of assets that we consider to be rated in the 'CCC' category
('CCC+', 'CCC', and 'CCC-') and the proportion of defaulted
assets (rated 'CC', 'SD' [selective default], and 'D') since we
last reviewed the transaction," S&P said.

"We have also noted an increase in the weighted-average spread
earned on Lightpoint Pan-European CLO 2007-1's collateral pool
and the par value tests continue to perform above the minimum
required triggers. With a shorter weighted-average life, the
scenario default rates have reduced at each rating level,
compared with our previous analysis," S&P said.

"We subjected the capital structure to a cash flow analysis in
order to determine the break-even default rate. In our analysis,
we used the reported portfolio balance that we consider to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that we
considered to be appropriate. We incorporated various cash flow
stress scenarios using various default patterns, levels, and
timings for each liability rating category, in conjunction with
different interest rate stress scenarios," S&P said.

"Taking into account our credit and cash flow analyses and our
2010 counterparty criteria, we consider the credit enhancement
available to the class B, C, and E notes in this transaction to
be commensurate with higher ratings. On the other hand, we
consider the credit enhancement available for the class A and D
notes to be commensurate with their current ratings," S&P said.

"None of the notes was constrained by the application of the
largest obligor default test, a supplemental stress test we
introduced in our 2009 criteria update for corporate
collateralized debt obligations (CDOs)," S&P said.

"We have analyzed the derivative counterparty exposure to the
transaction under scenarios where the counterparty failed to
perform. We have concluded that the derivative exposure is
currently sufficiently limited--so as not to affect the ratings
assigned," S&P said.

Lightpoint Pan-European CLO 2007-1 is a cash flow collateralized
loan obligation (CLO) transaction that securitizes loans to
primarily speculative-grade corporate firms.

            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

Lightpoint Pan-European CLO 2007-1 PLC
EUR352 Million Senior Secured Deferrable and Floating-Rate Notes

Ratings Raised

B        A (sf)               BBB+ (sf)
C        BBB- (sf)            BB+ (sf)
E        B (sf)               B- (sf)

Ratings Affirmed

A        A+ (sf)
D        BB (sf)


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


GATEGROUP FINANCE: Moody's Rates EUR350MM Sr. Unsecured Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a definitive B1 rating to the
EUR350 million senior unsecured Notes due 2019 issued by
gategroup Finance (Luxembourg) SA, a subsidiary of gategroup
Holding AG ("gategroup"). Moody's has also assigned a B1
Corporate Family (CFR) and Probability of Default (PDR) ratings
to gategroup Holding AG, the parent company of gategroup Finance
(Luxembourg) SA and has concurrently withdrawn the B2 CFR and PDR
from Gate Gourmet Borrower LLC. The outlook for all ratings is
positive.

Ratings Rationale

The assignment of definitive ratings follows the issuance of the
notes and the receipt of final documentation. The final terms of
the notes are in line with the drafts reviewed for the
provisional (P)B1 instrument rating assignment. gategroup used
the net proceeds of the issuance together with approximately
CHF102 million cash on balance sheet to repay all of its senior
secured credit facilities leading to an improvement in maturity
profile and some deleveraging of the capital structure.

The liquidity profile of the company is solid, including
approximately CHF330 million of cash on balance sheet as of
December 31, 2011, pro forma for the refinancing. As part of the
transaction the company replaced a CHF125 million senior secured
revolving facility (RCF) with a 4-year EUR100 million unsecured
RCF (undrawn as of transaction closing).

gategroup's B1 CFR is supported by (i) its improved maturity and
liquidity profile and reduced leverage post completion of the
refinancing; and (ii) the company's efforts to improve its
business profile such as geographical and business
diversification, contract base and cost structure leading to a
resilient financial performance in FY2011.

The rating also reflects (i) the uncertain airline industry
outlook combined with significant customer concentration leading
to a risk of further margin pressure; and (ii) the company's
dividend policy reducing free cash flow generation.

The positive outlook reflects the strong positioning of the
company in the B1 rating category following the completion of the
transaction with lower leverage and over CHF300 million of cash
on balance sheet at the group level (pro forma for the
refinancing).

What Could Change the Rating - Up

Any positive pressure on the ratings would require Gross Adjusted
Debt / EBITDA to fall towards 3.5x, free cash flow to stay
positive, and (EBITDA - Capex) / Interest expense ratio to be
sustained well above 2.0x.

What Could Change the Rating - Down

Negative rating pressure could develop if Gross Adjusted
Debt/EBITDA rises towards 4.5x on a sustained basis, free cash
flow turns negative or (EBITDA -- Capex) / Interest expense ratio
falls towards 1.5x on a sustained basis. A material deterioration
in the liquidity position of the company or a sizeable debt
funded acquisition would also be negative for the company's
rating.

The principal methodology used in rating gategroup was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Zurich, gategroup Holding AG is the leading
independent airline caterer and hospitality and logistic services
provider in the world.


HEAT MEZZANINE: Files for Insolvency
------------------------------------
The board of directors of H.E.A.T Mezzanine S.A. disclosed that
the Transaction Adviser was informed on March 21, 2012, about the
insolvency filing of the Company.  The Transaction Adviser is
currently in the process of gathering further up-to-date
information from the Company and the insolvency
administrator.

This insolvency event will not have an immediate effect on the
transaction as the principal amount of the SOLA (EUR4 million)
will only be recorded to the Principal Deficiency Ledger (PDL) in
case of a Principal Deficiency Event.

H.E.A.T Mezzanine is a structured subordinated loan program in
which the subordinated loan is combined and securitized in the
special-purpose vehicle, "H.E.A.T Mezzanine S.A.", in Luxembourg.


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


HARBOURMASTER PRO-RATA: Fitch Affirms B Rating on Class B2 Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Harbourmaster Pro-Rata
CLO I B.V.'s notes, as follows:

  -- Class A1 (ISIN: XS0253960735): affirmed at 'AAsf'; Outlook
     Stable
  -- Class A2 (ISIN: XS0253961386): affirmed at 'A+sf'; Outlook
     Negative
  -- Class A3 (ISIN: XS0253963168): affirmed at 'BBB+sf'; Outlook
     Negative
  -- Class B1 (ISIN: XS0253963754): affirmed at 'BBsf'; Outlook
     Negative
  -- Class B2 (ISIN: XS0253964307): affirmed at 'Bsf'; Outlook
     Negative

The affirmation reflects the stable performance of the portfolio
since the last review in April 2011.  All coverage tests are
passing.  There is currently one credit event reported by the
trustee.  Obligors rated 'CCC' or below currently represent 8.9%
of the portfolio compared to 9.4% in April 2011.  The portfolio
weighted-average spread has increased by 0.26% to 3.27%.  The
weighted-average life has increased to 3.76 from 3.53.  The
reinvestment period will end in September 2012 but unscheduled
principal proceeds can be reinvested until December 2014.

The Negative Outlooks on the mezzanine and junior notes reflect
their vulnerability to a clustering of defaults and negative
rating migration in the European leveraged loan market due to the
approaching refinancing wall.


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


* PORTUGAL: Moody's Sees Slight Improvement in RMBS Performance
---------------------------------------------------------------
The performance of Moody's-rated Portuguese residential mortgage-
backed securities (RMBS) deals showed moderate improvement in the
three-month period leading up to January 2012, according to the
latest indices published by Moody's Investors Service.

Moody's has rated 32 Portuguese RMBS transactions since 2001, of
which 28 are outstanding, with a total outstanding pool balance
of EUR21.11 billion as of January 2012.

From October 2011 to January 2012, 60+ day delinquencies
decreased to 1.32%, from 1.63% over the current balance.
Outstanding defaults (360+ days overdue, up to write-off)
decreased to 1.39% over the current balance in January 2012, from
1.82% in October 2011. Weighted average cumulative losses
(defined as the difference between the cumulative written-off
amounts and cumulative recoveries when the realised losses are
not available), decreased slightly to 0.73% of the original
balance in January 2012, from 0.85% in October 2011. The
prepayment rate continued its downward trend at 1.96% as of
January 2012, compared with 3.17% one year before.

Most Portuguese RMBS transactions benefit from a provisioning
mechanism, whereby excess spread is captured to provide for
future losses on highly delinquent loans, before the losses are
actually realised. When excess spread is not sufficient for
provisioning, the reserve fund is drawn. At the end of
January 2012, the reserve funds in five transactions were below
their target levels.

On February 17, 2012, Moody's lowered the highest achievable
structured finance rating in Portugal to Baa1 from A2, after the
Portuguese sovereign debt ratings' downgrade to Ba3, from Ba2.


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


* CITY OF BUCHAREST: S&P Lowers Issuer Credit Ratings to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit ratings on the Romanian City of Bucharest to 'BB' from
'BB+'. "We subsequently withdrew the ratings. At the time the
rating was withdrawn, the outlook was negative," S&P said.

"The downgrade reflected what we consider to be unresolved
uncertainty surrounding the city's large refinancing and foreign
currency exposure associated with the bullet repayment on its
EUR500 million Eurobond that falls due in 2015, as well as
regarding the city's future debt and liquidity policies," S&P
said.

"The ratings were also constrained by Bucharest's 'developing and
unbalanced' institutional framework, as well as its liquidity
situation, which we viewed as weak. Nevertheless, the ratings
were underpinned by Bucharest's position as Romania's
administrative, financial, and economic center, and the city's
very high operating budget surplus," S&P said.

"We withdrew the ratings for contractual reasons, which in turn
led to an insufficient flow of information to perform rating
surveillance. At the time of the rating withdrawal, the outlook
was negative, reflecting our view that the ratings would face
further downward pressure," S&P said.


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


BANK SAINT-PETERSBURG: Moody's Issues Summary Credit Opinion
------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Bank
Saint-Petersburg OJSC and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings or rating rationale for Bank Saint-Petersburg
OJSC.

Moody's current ratings on Bank Saint-Petersburg OJSC are:

Bank Saint-Petersburg OJSC

Senior Unsecured MTN Program (foreign currency) ratings of (P)Ba3

Long Term Bank Deposits (foreign currency) ratings of Ba3

Bank Financial Strength ratings of D-

Subordinate (foreign currency) ratings of B1

Subordinate MTN Program (foreign currency) ratings of (P)B1

Short Term Bank Deposits (foreign currency) ratings of NP

Rating Rationale

Moody's assigns a D- standalone bank financial strength rating
(BFSR) to Bank St. Petersburg (BSPB), which maps to a long-term
scale of Ba3. The rating is primarily constrained by (i)
concentrations on both sides of the balance sheet; (ii) a still
developing risk-management culture; (iii) "key man" risks given
the bank's high reliance on a group of executives; and (iv) the
concentration of the bank's business on a single region of
Russia. However, this is offset by the bank's advantageous
positioning as the leading private bank in St. Petersburg, which
is underpinned by its entrenched positions in corporate banking.
The rating is also supported by the bank's sound performance and
efficiency metrics.

Moody's acknowledges that competition in the corporate segment --
BSPB's core business line -- is intense, leading to a narrow net
interest margin (NIM) in the sector. However, the rating agency
also notes the bank's very strong efficiency profile, which is
superior to those of its domestic peers. This, along with the
bank's entrenched position in its home region, positions BSPB
favorably to withstand potential risks associated with the tight
competitive environment in the corporate segment, therefore
justifying a stable outlook on the bank's ratings.

The bank's Ba3/Not-Prime foreign currency deposit ratings are in
line with its long-term scale and do not incorporate any element
of support either from its shareholders or from the City of St.
Petersburg (Baa1, stable). All BSPB's long-term ratings carry
stable outlooks.

Rating Outlook

All BSPB's ratings carry stable outlook. The outlook was revised
to stable from negative on 12 October 2010 in order to reflect a
decrease in the loan loss provisioning burden that had
substantially eroded BSPB's profits in 2008-2010.

What Could Change the Rating - Up

Further diversification of the bank's business together with a
decreasing business reliance on key management/shareholders could
trigger an upgrade of the bank's ratings.

What Could Change the Rating - Down

Moody's may take negative rating actions if the bank's capital
position deteriorates, given the currently modest capital
adequacy and high single-name loan concentration.

The methodologies used in this rating 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
Mapping Moody's National Scale Ratings to Global Scale Ratings
published in March 2011.


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


NYESA VALORES: Court Approves Creditor Protection Request
---------------------------------------------------------
Sharon Smyth at Bloomberg News reports that Nyesa Valores
Corporacion SA said the mercantile court No.1 of Zaragoza
approved its request for protection from creditors and will name
an administrator to oversee the process.

Nyesa Valores Corp SA is a Spanish company primarily engaged in
the real estate sector.


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


PETROPLUS HOLDINGS: Fund Energy Bids for Three Refineries
---------------------------------------------------------
Nidaa Bakhsh at Bloomberg News, citing Reuters, reports that Fund
Energy, a company founded by former Russian energy minister Igor
Yusufov, is bidding for three Petroplus Holdings AG's refineries.

According to Bloomberg, Reuters, which cited an unidentified
person familiar with the matter, said that the company is seeking
to buy the Swiss refiner's Cressier site in Switzerland, Coryton
plant in the U.K. and Ingolstadt facility in Germany.

As reported by the Troubled Company Reporter-Europe on Feb. 27,
2012, Dow Jones relates that Petroplus said on Feb. 23 French and
German courts appointed administrators to handle their units
after the company filed for protection from creditors after
running out of cash.  A French prosecutor was investigating
whether there was wrongdoing in the insolvency process, Dow Jones
said.

Based in Zug, Switzerland, Petroplus Holdings AG is Europe's
largest independent oil refiner.


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


* MUNICIPALITY OF ISTANBUL: Moody's Issues Annual Credit Report
---------------------------------------------------------------
In its annual credit analysis on the Metropolitan Municipality of
Istanbul, Moody's Investors Service says that the Ba2 issuer
rating reflect the city's crucial role in the national economy,
its active fiscal management and its valuable real and financial
assets portfolio. However, the rating is constrained by the high
debt burden (both direct and indirect) in the context of a high
exposure to financial market volatility.

Moody's says that Istanbul's sound -- albeit recently declining
-- operating balances reflect consistent state resources in the
form of national shared taxes as well as the administration's
ability to manage expenditure pressure for service delivery, also
through its companies and affiliates. Following sustained capital
investments efforts in 2007-2009, which resulted in widening
financing deficits and led to the accumulation of a large debt
stock, Moody's notes some fiscal consolidation in 2010-2011.

"Going forward, stricter control on expenditure dynamics combined
with more prudent approach towards non-self financed capital
investments should favor financial recovery and stabilization of
debt levels, which at FYE 2011 amounted to TRY7.2 billion (US$3.8
billion) including indirect debt incurred by municipal companies
for capital investments", says Francesco Soldi, a Moody's Vice
President and lead analyst of IMM.

Moody's notes that Istanbul's budget remains exposed to state-
induced revenue dynamics and any room for fiscal flexibility
going forward will ultimately lie on its ability to leverage its
large asset base, a credit strength for IMM. Although debt levels
are expected to stabilize, the city's debt structure exposes the
municipality to high and volatile debt service costs, with
negative implications for liquidity position, which is currently
assessed as satisfactory.

IMM's Ba2 rating carries a positive outlook, in line with Turkish
Republic. In its analysis, Moody's highlights that any future
rating upgrades would depend on positive movements in the
country's rating, as well as on IMM's ability to leverage its
large asset base, maintain its expenditure flexibility and
adequately manage fiscal challenges.

With over 13 million inhabitants, Istanbul is of strategic
importance to the Turkish economy, as reflected by its large
contribution to the country's GDP (23%), and its wealth level
which is approximately 27% above the national average.

The rating agency's report is an annual update to the markets and
does not constitute a rating action.


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


AC WILLIAMS: Investor Saves Firm From Possible Liquidation
----------------------------------------------------------
BBC News reports that AC Williams Coaches, which faces
liquidation and the loss of 25 jobs, has been saved by a private
investor Glen Pratt.

AC Williams went into administration after its sister company AC
Williams Renault car dealership closed last December, according
to BBC News.

The report notes that Mr. Pratt hopes to expand the business and
create more jobs.

"I am delighted jobs will be saved and the AC Williams name will
continue, in what promises to be a bright future for the
company," BBC News quoted David Williams, former managing
director, as saying.

AC Williams was established nearly 60 years ago.  It transports
about 500 schoolchildren from 15 schools daily as well as
football players from Boston United and Lincoln City.


AYT KUTXA: Fitch Affirms 'CCCsf' Rating on Class C Notes
--------------------------------------------------------
Fitch Ratings has downgraded one and affirmed five tranches of
the Ayt Kutxa Hipotecario transactions, two Spanish RMBS
transactions originated and serviced by Kutxabank S.A. ('A-
'/Negative/'F2'), as follows:

AyT Kutxa Hipotecario I, FTA (Ayt Kutxa I)

  -- Class A (ISIN ES0370153001): affirmed at 'AAAsf'; Outlook
     Negative
  -- Class B (ISIN ES0370153019): affirmed at 'Asf'; Outlook
     Stable
  -- Class C (ISIN ES0370153027): downgraded to 'BBsf' from
     'BBBsf'; Outlook Stable

AyT Kutxa Hipotecario II, FTA (Ayt Kutxa II)

  -- Class A (ISIN ES0370154009): affirmed at 'AAAsf'; Outlook
     Negative
  -- Class B (ISIN ES0370154017): affirmed at 'BBBsf'; Outlook
     Negative
  -- Class C (ISIN ES0370154025): affirmed at 'CCCsf'; Recovery
     Estimate (RE): '50%'

Kutxabank was formed in January 2012, following the merger of
four former saving banks, including Caja de Ahorros y Monte de
Piedad de Guipuzkoa y San Sebastian, which is the originator of
the loans in the underlying portfolios.

The downgrade of Ayt Kutxa I's class C notes is a result of the
low credit enhancement (CE) available to the rated notes. CE is
provided by a fully funded reserve fund of EUR13.5 million (1.8%
of the initial notes balance).  Despite the good performance of
the underlying portfolio compared to Ayt Kutxa II, Fitch believes
that the CE available to the most junior notes is insufficient to
withstand 'BBBsf' stresses.

Loans in arrears by more than three months remain low compared to
other Fitch-rated Spanish RMBS transactions, as well as Ayt Kutxa
II.  However, in more recent months, there has been a slight
upward trend in the early stage arrears, reflecting a decline in
borrower affordability.  The agency has concerns that this trend
may translate into an increase in late stage arrears and defaults
in upcoming payment dates.

To date, the gross excess spread available in Ayt Kutxa I remains
limited in comparison to the volume of arrears currently in the
pipeline.  In January 2012, Fitch calculated an average gross
excess spread of less than 0.1% of the current asset balance for
the past four interest payment periods, while loans in arrears by
more than three months, which have a higher propensity to
default, stood at 0.5%.  Defaults are defined as loans in arrears
by more than 18 months and are currently fully provisioned for
using excess spread generated by the pool.

As of January 2012, Ayt Kutxa II's reserve fund stood at EUR13.3
million (target amount of EUR27.6 million). The utilization of
the reserve fund to date is a result of provisions for period
defaults exceeding the gross excess spread generated by the pool.
To date, cumulative gross defaults were calculated as 2.8% of the
initial asset balance. Over the past four collection periods, the
volume of defaulted loans remained limited compared to previous
periods, allowing the reserve fund to top-up by EUR6.9 million.
The replenishment was also partially due to recoveries received
on defaulted loans (EUR10.9 million).  Fitch believes that the
majority of these recoveries were made possible through
refinancing agreements with the bank rather than proceeds from
the sale of properties.

The low prepayment rates and the limited volume of true
recoveries generated to date by both transactions reflect the
ongoing economic stress in the market, with high unemployment,
limited refinancing opportunities and an illiquid housing market.
In Fitch's view, the transactions remain highly reliant on the
flow of recoveries.  For this reason, the agency has applied
conservative assumptions in its assessment of future recoveries
from defaulted loans.  As a result a '50%' recovery estimate has
been assigned to Ayt Kutxa II's most junior notes.

The Negative Outlook on the most senior notes of both
transactions reflects the Outlook on the sovereign rating.

Fitch understands that a portion of loans in the portfolios have
had modifications to their original terms and conditions, which
resulted in either a margin reduction or maturity extension (1.9%
and 0.3% of the current pool balance in Ayt Kutxa I and II,
respectively).  To reflect the affordability strain that
borrowers may be under, Fitch has applied higher default
probability assumptions for such loans.

Principal redemption of the notes in both transactions remains
fully sequential, resulting in the increase in CE available to
the senior and mezzanine notes, thus resulting in an affirmation
of their ratings.  Fitch does not expect the pro-rata conditions
to be met in Ayt Kutxa I in the near term.

Fitch notes that Confederacion Espanola de Cajas de Ahorros
(CECA) is the account bank and the paying agent in the two
transactions.  Following the downgrade of its Long- and Short-
Term Issuer Default Ratings to 'BBB+'/Negative/'F2' the entity is
no longer eligible to perform these roles.  Fitch understands
that the issuer is considering remedial actions to mitigate the
increased counterparty exposure in the two transactions.  The
agency will provide commentary as and when further details are
made available.


GAME GROUP: Files Notice of Intention to Appoint Administrator
--------------------------------------------------------------
Tim Bradshaw and Andrea Felsted at The Financial Times report
that after requesting a suspension of trading in its shares
before the London Stock Exchange opened on Wednesday, Game Group
later said it had filed a notice of intention to appoint an
administrator.

PricewaterhouseCoopers is expected to be appointed as the
company's administrator, the FT says.  According to the FT,
although no specific timescale for administration has been
indicated, the process is expected to begin within five working
days.  Game stores will continue to trade in the meantime, the FT
states.

"Further to the announcement of the suspension of trading in
shares of GAME Group plc, the board has concluded that its
discussions with all stakeholders and other parties have not made
sufficient progress in the time available to offer a realistic
prospect for a solvent solution for the business.  The board has
therefore filed a notice of intention to appoint an
administrator.

In the short term the Board's intention is that the business will
continue to trade and discussions with lenders and third parties
will continue under the protection of the interim moratorium,"
Game said.

The likely appointment of administrators comes despite there
being an offer on the table from OpCapita, the private equity
group that bought Comet for GBP2 last year, the FT relates.

But other people close to the situation said OpCapita's offer had
been conditional and Game's lenders -- led by Royal Bank of
Scotland and Barclays -- had not been convinced that OpCapita
could provide a viable solution, the FT notes.

OpCapita is thought unlikely to look at the business if it enters
administration, the FT states.

Jas Purewal, an interactive entertainment lawyer at Osborne
Clarke, said that Game's creditors, employees, customers and
investors were all at risk, the FT notes.

"If a white knight willing to buy the whole group can't be found,
it is possible that the administrator will spin out the valuable
parts of Game into a new business entity to be purchased by
interested third parties, which could effectively allow Game to
continue to trade under a new guise," the FT quotes
Mr. Purewal as saying, adding: "The collapse of Game may hasten
the transition to a world of digital distribution."

As reported by the Troubled Company Reporter-Europe on March 22,
2012, The Financial Times related that shares in Game were
suspended after its board concluded that there was "no equity
value left in the group".  Game has been struggling to find the
funds to pay rent due at the end of this week, the FT said.
"Further to the announcements of March 12, 2012 and March 14,
2012, the board of Game has assessed the status of the ongoing
and regular discussions between Game and its lending banks and
between its lending banks and a potential third-party provider of
finance to the business," the FT quoted the company as saying.
"The board now considers itself to be unable to assess the
business's financial position, and is of the opinion that there
is no equity value left in the group."  GameStop is understood to
be preparing to close as many as half of its 600 stores while
Rothschild has been trying to find a buyer, the FT disclosed.

Game Group is a video games retailer.


GEMINI PLC: Fitch Cuts Ratings on Three Note Classes to 'Csf'
-------------------------------------------------------------
Fitch Ratings has downgraded Gemini (Eclipse 2006-3) plc's CMBS
notes, due July 2016, as follows:

  -- GBP569.15m class A (XS0273575107): downgraded to 'CCsf' from
     'CCCsf'; Recovery Estimate of RE50%
  -- GBP27.76m class B (XS0273576289): downgraded to 'CCsf' from
     'CCCsf'; RE0%
  -- GBP101.8m class C (XS0273576446): downgraded to 'Csf' from
     'CCsf'; RE0%
  -- GBP81.4m class D (XS0273576792) downgraded to 'Csf' from
     'CCsf'; RE0%
  -- GBP70.21m class E (XS0273576958): downgraded to 'Csf' from
     'CCsf'; RE0%

The downgrades have been driven by further deterioration of
collateral performance since the last rating action in May 2011.

Across the portfolio of 35 assets, net rental income has fallen
by just over 18% over the past 12 months, driven by an increase
in physical vacancy to approximately 20% across the portfolio
from 18%.  This reported vacancy figure does not account for a
number of tenants currently in administration, which are likely
to depart from their premises in the near future.

Due to falling net income, the loan is not paying its interest in
full. Loan interest arrears and swap breakage costs both rank
ahead of principal following acceleration.  So far, liquidity
drawings stand at GBP20.4 million, up GBP9.3 million over the
past 12 months.  This cost of carry is set to be incurred for
some time due to the enormous swap breakage cost implied by
current swap rates.  With a GBP273.5 million senior liability
estimated as at the January 2012 interest payment date (IPD) --
up from GBP123.7 million 12 months ago, but likely to decline
over time as the swap duration falls -- there is little chance of
timely asset disposal.  At legal final bond maturity (2019), the
senior swap will still have seven years until expiry.  Therefore,
for swap breakage costs to be eliminated, the relevant forward
rates will have to rise from their present lows above the
contracted rate no later than legal maturity.

Even without swap breakage costs included, the reported senior
LTV stands at 181%.  This reflects a GBP469.6 million portfolio
value estimated in September 2011, the first valuation undertaken
since September 2008.  Over this period, portfolio value has
reportedly fallen 41%.  There is limited prospect of any of this
fall being reversed by legal final maturity; in addition,
significant loan interest will continue to accrue.  With senior
liabilities accounted for, overall leverage is likely to remain
higher than implied by the reported 181% LTV, so principal
recoveries under the loan at acceleration will be limited.  Fitch
expects all bonds to default, with all but the class A notes
written off in full.


HUDSONS: Heads Into Administration, Seeks to Employ Hart Shaw
-------------------------------------------------------------
InsiderMedia reports that Hudsons has applied for an
administration order, seeking to appoint business recovery and
insolvency firm Hart Shaw.

Hart Shaw said had been hit by the rise of internet downloading
and out of town shopping, according to Insider Media.

"It is with great regret that we may shortly be closing our doors
after 105 years of trading. . . . We would like to thank all of
our customers and staff for their continued support in these
difficult times. It has become increasingly difficult to compete
in a shrinking and more competitive market. . . . Continually
rising business rates and annual rent has made it impossible for
us to continue," the report quoted store owner Keith Hudson as
saying.

The report notes that Chesterfield and Sheffield-based law firm
Banner Jones have been instructed to assist the company as they
apply for administration.

Hudsons is an independent retailer of CDs, DVDs and vinyl.  The
business began trading in 1906, initially selling phonograph
records, pianos, American organs and violins among other musical
instruments and goods.


ITV PLC: Moody's Upgrades CFR to 'Ba1'; Outlook Stable
------------------------------------------------------
Moody's Investors Service has upgraded ITV Plc's corporate family
rating (CFR), probability-of-default rating (PDR) and senior
unsecured debt ratings to Ba1 (from Ba2). The outlook on all
ratings is stable.

Ratings Rationale

The ratings upgrade is based on: (i) ITV's continued strong
operating performance in 2011 with a stable trend in net
advertising revenue ("NAR") development; (ii) its solid credit
metrics with significant cash on balance sheet and Moody's
adjusted Gross Debt/EBITDA ratio remaining visibly below 3.0x;
and (iii) the company's progress towards executing its strategic
plan.

"Notwithstanding ITV's strong credit metrics, the Ba1 CFR
incorporates: (i) ITV's considerable exposure to the cyclical
nature of TV advertising spending; (ii) the company's high
operating leverage; (iii) the significant execution risks
associated with the implementation of its five-year
transformational plan; and (iv) absence of a publicly articulated
medium term financial policy and leverage target," says Gunjan
Dixit, Moody's lead analyst for ITV.

In 2011, ITV's revenues grew by 4% year-on-year to GBP 2.1
billion and its reported EBITA (before exceptional items)
increased by 13% to GBP462 million. ITV Family NAR grew by 1% in
2011 versus the market which was up 0.7%. ITV's family share of
viewing was up 1% year-on-year (at 23.1%). However, ITV1's share
of viewing declined by -2% in 2011 and ITV1's adult share of
commercial impacts ('SOCI') also declined by -4%. ITV's operating
performance was helped by the 11% growth in its non NAR external
revenues which accounted for 29% of total external revenues
(versus 27.5% of total external revenues in 2010). Moody's
remains cautious on the macro-economic outlook in the UK but
expects the company to outperform the UK TV advertising market in
2012, helped by its good on-screen performance. In 2012, Moody's
also expects ITV to stabilize its SOV (and SOCI) for ITV1.

In 2011, ITV repurchased GBP339 million nominal of its bonds
comprising all of its GBP110 million 2013 bonds and GBP229
million 2015 bonds. This helped the company reduce adjusted Gross
Debt/ EBITDA to around 2.7x as of December 31, 2011 (from 3.5x as
of December 31, 2010). This incorporates ITV's IAS 19 pension
deficit, which increased to GBP390 million (from GBP313 million
at the end of 2010). Supported by its considerable cash balance,
ITV reported a net cash position of GBP45 million at the end 2011
(from GBP188 million of net debt as of December 31, 2010).

ITV expects its Family NAR to be up 2% in March 2012 and down -2%
for Q12012 and the company expects Family NAR in April to be
flat. Given the highly cyclical nature of ITV's business, the
uncertain economic environment and the company's medium-term
strategic objectives, Moody's notes that the company has adopted
a relatively conservative stance towards dividend payments. ITV
will pay a total dividend of 1.6p for 2011 and plans to keep a
'progressive' dividend policy. ITV confirmed its programming
budget at GBP1 billion for 2012 as well as the GBP25 million
operating investment and GBP70-80 million of capital expenditure
expected for the year. After delivering GBP20 million of
incremental cost savings in 2011 (against its target of GBP15
million), the company is targeting another GBP20 million in cost
efficiency in 2012.

Going forward, Moody's would continue to expect ITV to dedicate a
meaningful portion of its cash balance towards (i) future
investments (including add-on acquisitions), (ii) gross debt
reduction and (iii) retaining some flexibility on its balance
sheet to cope with any downward swing in TV advertising revenues
as well as for its working capital requirements.

ITV has made steady progress over the past months towards
delivering its strategic plan. However, significant execution
risks remain. Over time, ITV aspires to generate approximately
half of its revenues from non-television advertising. While in
the short term the company will remain focused on internally
streamlining its operations, Moody's believes that the company
may need to make add-on acquisitions over the short to medium
term to increase its exposure to non-television advertising.

Moody's considers ITV's liquidity profile to be solid. As of 31
December 2012, the company had cash and cash equivalents of
GBP801 million (including certain restricted and unavailable cash
amounts totaling GBP85 million). The company also has a GBP125
million receivables facility (available to September 2015), which
currently remains fully undrawn and is covenant-free. The company
has no material debt maturities until 2014. In Moody's view,
ITV's cash on hand and internally generated cash flows should be
sufficient to cover the company's operational needs over the next
12-18 months, while giving it reasonable flexibility to make
acquisitions. Given the still significant cash amount on ITV's
balance sheet, Moody's would view as a credit positive if the
company continues to use some of its financial flexibility in the
short term to further reduce its gross debt.

In Moody's view, upward rating pressure could result from: (i) a
continued stable trend in ITV's NAR development in 2012 and
beyond; (ii) ITV (at least) maintaining its family share of
viewing and ITV1's SOCI broadly stabilizing around the current
levels (around 26%); (iii) ongoing evidence of the company
gradually increasing its exposure to non-advertising revenues
with good growth potential; and (iv) Gross adjusted Debt/ EBITDA
trending towards 2.5x on a sustained basis, together with
positive free cash flow generation (as defined by Moody's -- post
capex and dividends) -- supported by and consistent with a
publicly articulated financial policy.

Moody's considers that renewed downward pressure on ITV's ratings
could result from a (i) material deterioration in UK net
advertising spending; (ii) ITV Family of channels (in particular
ITV1) losing significant share of viewing and experiencing a
material decline in its SOCI; (iii) and/or any material
acquisition(s) in support of ITV's strategic objectives, which
would lead to the company's Gross Debt/EBITDA (as calculated by
Moody's) materially weakening, towards 3.5x on a sustained basis.

The principal methodology used in rating ITV plc was the Global
Broadcast Industry Methodology published in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June.

Headquartered in London, United Kingdom, ITV plc is the leading
commercial free-to-air broadcaster and producer of television
programming.


LOWELL GROUP: S&P Assigns 'BB-' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to U.K.-based finance company, Lowell
Group Ltd. "We also assigned a 'BB' issue rating and '2' recovery
rating to the proposed GBP200 million senior term notes
issued by Lowell's wholly owned subsidiary, Lowell Group
Financing PLC. The outlook on Lowell is stable," S&P said.

"The ratings on Lowell reflect the company's concentration in the
U.K. distressed debt purchase market and the operational --
including regulatory -- risks inherent in its activities. The
ratings also take into account the increase in leverage in 2012--
as measured by its debt to tangible equity--although we expect
this to reduce rapidly. We consider that Lowell's profitability
and cash flow generation have continued to improve over the past
few years. Nevertheless, we consider this track record to be
relatively short, and believe that the current build-up phase of
the company's receivables portfolio constrains net cash flow
generation after we deduct acquisition spend. We view Lowell's
leading market position, marked revenue growth trajectory, focus
on in-house recoveries--with little recourse to litigation--and
continued investments in proprietary data mining capabilities
as positive rating factors," S&P said.

"Leeds-based Lowell is the U.K.'s leading purchaser of distressed
consumer debt. It had total assets of about GBP280 million at
end-November 2011, and in excess of 8 million customer accounts.
Along with its peers, Lowell is exposed to material credit risk
as it holds highly distressed receivables. Players in the market
may misjudge the quality of the receivables at the time of
purchase and collect less than originally expected, leading to a
mispricing risk. Changes in the economy could also affect
collections. Despite the worsening economy that U.K. households
face, Lowell's good track record to date gives us comfort and we
consider that the company's customer data intelligence systems
give it a competitive advantage. The granularity of the portfolio
and sector diversification also help mitigate this risk, in our
view," S&P said.

"We consider operational risk to be one of the main risks the
company faces. This is due to the regulatory system in which the
company operates, the importance that vendors attach to the
reputation of the potential debt purchasers, generally higher
employee turnover in the industry, and, finally, the reliance on
IT systems as a central part of the company's processes. We
consider that the company has an adequate control framework in
place to manage this risk," S&P said.

"Although U.K. households have been facing a materially worse
economy since 2008, collections have increased continuously
during the August full-year 2008 to full-year 2011 period,
supported by strong growth in the portfolio of receivables.
Pretax profit (excluding noncash coupon payment on the preference
shares) in full-year 2011 was broadly flat year on year, but
markedly above that in previous years. At the same time, EBITDA
has followed a strong growth path over the past four years,
reaching in full-year 2011 about GBP85 million excluding
portfolio amortization, and GBP43 million on a reported basis,"
S&P said.

"Lowell's leverage at end-August 2011, measured as the ratio of
gross debt to tangible equity (including preferred shares), was
moderate at 1.4x. Pro forma figures based on the new financing
structure indicate that the ratio will increase markedly in full-
year 2012--after excluding goodwill created upon ownership change
in September 2011--but we expect this to decrease rapidly to
closer to 3x by 2014 based on our expectation of earnings
retention. Our view is also supported by the expected absence of
dividend payments in the coming years to support business growth.
Strong EBITDA generation results in adequate EBITDA-to-interest
expenses and debt-to-EBITDA ratios. The issue rating on the
GBP200 million senior secured second-lien term notes is 'BB' (one
notch above the counterparty credit rating on Lowell). The
recovery rating is '2', indicating an expectation of recovery of
principal in a 70%-90% range in the event of a payment default,"
S&P said.

"The notes are issued by Lowell Group Financing PLC, a wholly
owned subsidiary of Lowell Group Ltd., and they are guaranteed by
the latter and all the latter's material subsidiaries. Under the
new financing structure, external debt consists of the GBP200
million notes and a super senior GBP40 million revolving credit
facility (RCF; of which GBP30 million is committed and GBP10
million uncommitted). The notes will be secured by a second-lien
on all the shares of the parent and its existing subsidiaries and
substantially all of their assets," S&P said.

"The stable outlook on Lowell reflects our expectation that the
group's underlying performance should continue to improve, and of
sustained further growth in total collections," S&P said.

"We could lower the ratings on Lowell if debt to tangible equity
failed to decrease in the next two years closer toward 3x, or if
we see evidence of a failure in its control framework, adverse
changes in the regulatory environment, or material worsening in
collections against management's expectations," S&P said.

"Conversely, a lengthening of the company's financial track
record, material reduction in the company's leverage, or
successful diversification into new segments could, over time,
lead to a positive rating action, although we consider the upward
potential to be limited at present," S&P said.


MARRIOTT-FAIRFIELD: Inn Subject of Receivership Case
----------------------------------------------------
Providence Journal reports that The Marriott-Fairfield Inn and
Suites hotel in Coventry has become part of a receivership
petition filed in R.I. Superior Court.

The hotel was set to be sold yesterday, March 22, 2012, during a
mortgage foreclosure auction, according to Providence Journal.

The auction was to be overseen by Patricia Antonelli, a lawyer
with Partridge Snow & Hahn.

Mr. Antonelli told The Journal that the hotel is now among the
assets in a receivership petition filed by Jitendra Patel.  The
lawsuit lists hotel owner Shivai Nehal Realty LLC as the
defendant, Providence Journal says.

The Marriott-Fairfield Inn and Suites hotel is located in
Coventry.  The 90-room hotel at 4 Universal Blvd. includes an
indoor pool, fitness center and other amenities.


NDS GROUP: S&P Puts 'BB-' Corp. Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
positive implications its 'BB-' long-term corporate credit rating
on U.K.-based NDS Group Ltd., a leading provider of digital media
content security solutions for pay-TV platforms worldwide.

"At the same time, we placed on CreditWatch with positive
implications the 'BB' issue ratings on the US$1.050 billion
equivalent term loans A and B and on the US$75 million revolving
credit facility (RCF) issued by subsidiary NDS Finance Ltd.," S&P
said

"The CreditWatch placement follows the announcement by U.S.-based
technology firm Cisco Systems Inc. (A+/Stable/A-1+) of its
intention to acquire 100% of NDS for about USD5billion, including
debt and retention-based incentives. The CreditWatch status
reflects the high likelihood that we could raise the long-term
corporate credit rating on NDS by several notches, in line with
the rating on Cisco at a maximum, if the deal is successful, and
factors in NDS' enhanced credit profile, pro forma for the
transaction, based on the integration of its operations into
Cisco's Service Provider Video Technology Group division. We put
the issue ratings on NDS Finance's loans and RCF on CreditWatch
with positive implications because we anticipate that Cisco would
repay them in cash on the deal's close," S&P said.

"The offer is subject to regulatory approvals in several
countries. We understand that Cisco will fund the acquisition
with cash on hand," S&P said.

"We expect to resolve the CreditWatch in the second half of 2012,
when the transaction will likely close," S&P said.

"We will likely raise the long-term corporate credit rating on
NDS by several notches, in line with the rating on Cisco at a
maximum, if the deal is successful," S&P said.


PEACOCKS: Collapse Could Cost Cancer Research UK GBP250,000++
-------------------------------------------------------------
WalesOnline reports that the collapse of Peacocks could cost
Cancer Research UK more than a quarter of a million pounds.

The charity was owed GBP321,816 by Peacocks before it fell into
administration and was bought by Edinburgh Woollen Mill,
according to WalesOnline.  The report relates that the money owed
comprised money raised by the sale Race for Life merchandise,
donations by Peacocks' workforce and proceeds from a sponsored
clothing range designed by former indie pop star Pearl Lowe.

However, the report notes that the charity was not a secured
creditor and under insolvency rules, accountants KPMG is not
allowed to consider Cancer Research a priority for repayment.

WalesOnline says that the administrators estimated that unsecured
creditors will only receive 0.68p for every GBP1 they were owed
when the assets of Peacocks, which entered administration with
debts of more than GBP700 million, are distributed.

"Since 2005, Peacocks has raised more than GBP2 million to help
us beat cancer.  We are currently working with Peacocks'
administrators to do our best to ensure we receive any money
still owed to us," Cancer Research UK said in a statement
obtained by the news agency.

WalesOnline notes that a spokeswoman for KPMG said: "KPMG has
contacted Cancer Research and informed them that their invoices
to date have been received and they have been registered as
unsecured creditors."

However, the report relates that a spokeswoman for Edinburgh
Woollen Mill said: "This is not a debt of the new company and not
something we can influence."

The debt to Cancer Research UK includes:

   -- GBP248,378.40 from Race for Life merchandise,
   -- GBP46,262.40 from the sale of a sponsored clothing range;
      and
   -- workers' donations of GBP12,667.20 and GBP14,508.

Peacocks has over 70 franchise stores overseas, including in
Russia and Romania.  It also owns the Bonmarche discount chain.
Goldman Sachs and a group of six hedge funds bought the chain for
about GBP400 million, according to the FT.


PETROPLUS HOLDINGS: Seeks Six Months Debt Moratorium
----------------------------------------------------
Reuters UK reports that Petroplus Holdings AG's administrator
said on Wednesday it has applied to a Swiss court for a six-month
debt moratorium to extend protection from creditors as it seeks
to restructure debt in its holding and marketing companies.

Petroplus Holdings AG and Petroplus Marketing AG received a two-
month grace period to restructure debt from a Swiss judge that is
due to expire on March 27, the news agency relates.

Reuters relates that provisional administrator Swiss-based law
firm Wenger-Plattner said in a statement that a decision on
whether to apply for an extension for Petroplus Refining Cressier
SA, which owns the Cressier refinery, will be made in the next
few days.

The deadline for bids for the plant is March 26, says Reuters.

                       About Petroplus Holdings

Based in Zug, Switzerland, Petroplus Holdings AG --
http://www.petroplusholdings.com/en-- together with its
subsidiaries, operates as an independent refiner and wholesaler
of petroleum products in Europe.  The company sells its refined
products on an unbranded basis to distributors and end customers
primarily in the United Kingdom, France, Switzerland, Germany,
and the Benelux countries.

On Jan. 25, 2012, Petroplus Holdings AG and its subsidiary in
Switzerland, Petroplus Marketing AG, filed for composition
proceedings.  Petroplus also announced that its subsidiaries in
Germany, Marimpex Mineralol-Handelsgesellschaft GmbH, Petroplus
Deutschland GmbH, Petroplus Bayern GmbH, Petroplus Tankstorage
Holding Deutschland GmbH and Petroplus Raffinerie Ingolstadt
GmbH, which owns the Ingolstadt refinery, filed for insolvency
proceedings. The Court appointed Jaffe Rechtsanwalte
Insolvenzverwalter as administrator for the assets of these
companies.

Petroplus further announced that its subsidiaries in France,
Petroplus Holdings France SAS, Petroplus Marketing France SAS,
Petroplus Raffinage Reichstett SAS and Petroplus Raffinage Petit-
Couronne SAS, which owns the Petit Couronne refinery, filed for
rehabilitation proceedings.  The Court appointed FHB
Administrateurs Judiciaires as administrator for the assets of
some of these companies.


RADAMANTIS PLC: Fitch Affirms Rating on Class G Notes at 'Dsf'
--------------------------------------------------------------
Fitch Ratings has affirmed all classes of Radamantis (European
Loan Conduit No. 24) plc, as follows:

  -- GBP101.2m class A (XS0263691346) affirmed at 'AAAsf';
     Outlook Stable
  -- GBP25.1m class B (XS0263697111) affirmed at 'AA+sf'; Outlook
     Stable
  -- GBP9.8m class C (XS0263697970) affirmed at 'AA-sf'; Outlook
     Stable
  -- GBP2.1m class D (XS0263698945) affirmed at 'A+sf'; Outlook
     Stable
  -- GBP22.9m class E (XS0263700279) affirmed at 'BBB+sf';
     Outlook Stable
  -- GBP9.6m class G (XS0263695172) affirmed at 'Dsf'; Recovery
     Estimate 85%

The affirmation of all classes reflects the continued stable
performance of the two remaining loans and the full repayment of
the largest (and in Fitch's view riskiest) remaining loan, the
GBP262.3 million Milton & Shire Houses loan, at the January 2012
interest payment date (IPD).

The 15 Westferry Circus loan (57% of the pool), which matures in
April 2012, is secured by an office property located on the
Canary Wharf estate.  It benefits from a lease to Morgan Stanley
('A'/Stable/'F1'), with 14.5 years remaining to first break.  The
loan performance has been stable since closing, with the most
recent A-note interest cover ratio (ICR) standing at 1.56x.

Fitch estimates the loan-to-value (LTV) ratio for the securitized
A-note and whole loan to be 84% and 111% respectively.  It is
unlikely that the borrower will be able to repay the loan by its
maturity, in the agency's view.  If a loan extension was granted
by the servicer, the limited excess rental income derived from
the collateral (corresponding to a whole loan ICR of 1.1x) offers
little scope for reducing leverage ratios in time for bond
maturity in October 2015.

Fitch therefore expects the loan will enter work-out. Transfer to
special servicing would result in fees borne at the expense of
the class G notes, as per the Hayes Park Estate Loan.  The risk
of further resultant loss is reflected in the 'Dsf' rating and
recovery estimate of 85% for this tranche.  The securitized LTV
indicates the solid prospect of eventual repayment of this
portion, which supports the ratings (and in the case of the class
G, the recovery estimate) of the notes.  Fitch also tested
classes A, B, C and D for scenarios in which Morgan Stanley
defaults on its lease.

The other remaining loan, the South Quay Plaza loan (43% of the
pool), is secured by a multi-let office building located in
London's Docklands. Interest cover has been trending positively
since late 2008 with the ICR now exceeding 2.0x.  The collateral
benefits from having several highly rated tenants.  However, the
weighted average lease term to break is low (3.16 years).
Notwithstanding this, the absence of any junior debt and a Fitch
LTV estimate of 60% should result in full repayment at loan
maturity.  If the other loan will have already been extended, and
the sequential pay trigger is consequently not in breach, full
timely repayment of South Quay Plaza ought to result in the class
D notes being redeemed before the other notes.  However, this
series of events cannot be relied on in Fitch's analysis, which
constrains the rating of this bond.


ROYAL HOTEL: Britannia Units Buy Firm Out of Administration
-----------------------------------------------------------
Julie Hayes at The Press reports that Royal Hotel has been bought
out of administration by subsidiaries of the Britannia Hotels
Group.

The town's Clifton Hotel has also been bought, after ERH
(Scarborough) Limited, which owned both hotels, went into
administration in August, according to The Press.

The report notes that the Royal Hotel was bought by Britannia
subsidiary Ambassador (East Cliff) Limited, and the 70-bedroom
Clifton Hotel was bought by Britannia Hotel Wolverhampton
Limited.

Joint administrators David Whitehouse and Sarah Bell of Duff &
Phelps said all jobs -- 77 at the Royal Hotel and 30 at the
Clifton Hotel -- were saved as the hotels were sold as going
concerns, The Press says.

"Whil[e] trading conditions in the hotel and leisure sector in
the UK remain difficult I am pleased to announce the successful
sale of these two hotels.  The sale to an established hotel
operator will now provide certainty to both employees and
surrounding businesses," the report quoted Mr. Whitehouse as
saying.

The Royal Hotel was built in the 1830s and stayed in by Prime
Ministers Winston Churchill and Harold Wilson.


TARGET ENTERTAINMENT: In Administration, Fails to Find Buyer
------------------------------------------------------------
Steve Clarke at Variety reports that Target Entertainment went
into administration on Feb. 28 after owners Metrodome failed to
find a buyer for the company and its subsidiary Minotaur
International.

Subsequently, Variety notes, indie distributor Content Media
Corporation reached an exclusive agreement with the joint
administrators of Target Entertainment and Minotaur for the
distributor to handle the Companies' catalog, kicking off at
television mart Mip TV next month.

The companies have no ongoing distribution capabilities.  Under
the exclusive agreement, Content Media will work with the Joint
Administrators of the Companies to provide an ongoing
distribution solution for Producers and other rights owners,
subject to necessary consents. Content Media is not acquiring the
Companies' business or its assets.

Greg Phillips, President of Content Television stated, "We are
well known to many of the Companies' producers and look forward
to the opportunity to introduce our experienced distribution
capabilities to many others.  Our role is to help Producers
transition the ongoing distribution from the Companies to Content
as quickly and efficiently as possible and to then look to
maximize the ongoing cash flow from that distribution.  If we can
achieve consent quickly we should be able to start this process
at the forthcoming MIP-TV market and during the sales follow up
to that market."


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


* Moody's Says EMEA Auto ABS Performance Relatively Stable
----------------------------------------------------------
The performance of the EMEA auto loan asset-backed securities
(ABS) market remained relatively stable over the quarter leading
to January 2012 according to the latest indices published by
Moody's Investor Services.

Overall, 60+ day delinquencies improved to 0.81% in January, from
0.89% in October and from 1.13% a year ago. 60+ day delinquencies
in France, Italy, Germany and Spain have improved from January
2011 to January 2012. Portugal showed an increase in
delinquencies to 7.58% in January 2012, from 6.74% a year ago.
Cumulative defaults showed a small increase to 1.82% in January,
from 1.73% in October. In Italy cumulative defaults increased to
1.39% in January, from 1.19% in October and 0.90% in January 2011
mainly due to new deals that have been rated in 2011 and have now
started to report defaults. In Germany cumulative defaults showed
an improvement, decreasing to 0.38% from 0.48%. Cumulative losses
rose to 0.98% in January 2012, from 0.95% in October 2011 and
from 0.94% January, showing a stable trend without high
increases. France and Germany remain the best performers with low
cumulative losses, while Portugal and Spain were significantly
above average.

As of January 2012, the total outstanding pool balance for EMEA
ABS auto loans was EUR21,895 million, up from EUR19,954 million
in October 2011 and EUR20,018 million the previous year. Moody's
rated one new transaction in 2012: Titrisocram Compartment
2012-1.


* BOOK REVIEW: Leveraged Management Buyouts
-------------------------------------------
Edited by Yakov Amihud
Beard Books, Washington, D.C. 2002
(reprint of 1989 book published by Dow Jones-Irwin).
268+xiii pages. $34.95 trade paper, ISBN 1-58798-138-6.

The twelve papers were first presented at a 1988 conference
sponsored by the Salomon Brothers Center for the Study of
Financial Institutions held at the New York University Leonard N.
Stern School of Business.  The papers by leading business figures
were "intended to expand the understanding of the causes and
consequences of leveraged management buyouts and to contribute to
the debate on the appropriate public policy to be applied" [from
the editor Amihud's Preface].  This aim involved the analyses of
leveraged management buyouts [MBO] by businesspersons who had
participated in such transactions, review of the latest academic
research on the topic, and a critical look at the relevant
regulatory proposals.  The interest in policy--i. e., government
policy--on MBO's is emphasized by the presence of the notable
Edward J. Markey--at the time the chairman of the
Telecommunications and Finance Subcommitte of the U. S. House of
Representatives--to give a paper on "Legislative Views on
Management Buyouts."  The participaton of Joseph A. Grundfest of
the Securities and Exchange Commission adds to this emphasis.
Other participants are outstanding lawyers and professors in the
fields of corporate finance and buyouts and one participant from
Goldman, Sachs.

When the conference was held and the book published shortly
thereafter in the late 1980s, leveraged buyouts were occurring
across the United States business landscape in "unprecedented
levels, both in number and in size of transaction."  One recalls
that this was the latter years of the two Reagan presidential
terms during which entrepreneurialism, deregulation, mergers and
acquisitions, and other practices for new kinds of business
growth were officially encouraged.  The Reagan policies created a
new business environment.  MBOs were a part of this.

Resembling for the most part the leveraged buyouts (LBOs) which
were occurring widely at the time, MBOs were distinguished within
this activity in that "the incumbent management [of the firm
being bought out] acquires a substantially greater proportion of
the firms' equity than it previously had and the public firm is
merged into the privately owned firm that usually continues to
operate the acquired firm as an independent company."  Oftentimes
particular assets and sometimes whole divisions of the acquired
firm are sold off.  The firm acquiring a company is "normally a
group of investors [who formed] a shell holding corporation,
whose equity is privately held."  Such investors would have a
great deal more latitude in making acquisitions and in selling
off parts of an acquired company than in typical mergers-and-
acquisitions between companies for the purposes of symbiosis or
efficiencies in operations for example.  The managers of a
company more or less take this position toward their company in a
leveraged management buyout.

The concerns and questions raised especially by leveraged
management buyouts in the late 1980s are the same ones as today.
Then as now, MBOs "inspire the question of fairness and the
question of whether this form of restructuring has real economic
benefits."  The papers try to answer these questions though no
definitive answers can be given since questions of fairness and
economic benefits raise further questions about fairness and
benefits for whom; and also business conditions are continually
changing leading to new perspectives and assessments of leveraged
management buyouts.

The severe United States' recession with global repercussions
starting in 2008 once again raises such ethical and economic
questions.  The closing words of Roberta Romano of the Yale Law
School in her paper "Management Buyout Puzzles" still apply:
"Although we have learned a great deal about MBOs, in my
estimation, we are still groping in the dark." As in many
matters, there are no permanent answers or positions.  Some MBOs
are right and beneficial, while others are wrong and harmful.
The learned papers of this collection help readers weigh which
MBOs are which type.

Yakov Amihud is the Ira Leon Rennett Professor of Entrepenurial
Finance at the NYU Stern School of Business who has written on
corporate finance, mergers and acquisitions, and securities'
trading.


                            *********

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.


                            *********


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Troubled Company Reporter-Europe is a daily newsletter co-
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                 * * * End of Transmission * * *