TCREUR_Public/120405.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, April 5, 2012, Vol. 13, No. 69

                            Headlines



B O S N I A   &   H E R Z E G O V I N A

* BOSNIA & HERZEGOVINA: Moody's Downgrades Bond Rating to 'B3'


F R A N C E

COMPAGNIE GENERALE: S&P Affirms 'BB-' Corporate Credit Rating


G E O R G I A

JSC PARTNERSHIP: Fitch Assigns 'BB-' Local Currency Rating


G E R M A N Y

CENTER.TV RUHR: Advertising Slumps Prompts Insolvency
PFLEIDERER AG: Files Application for Insolvency
PHOENIX PHARMAHANDEL: Moody's Withdraws Ba3 CFR; Outlook Stable
SCHLECKER: Merkel Dismisses Call to Aid Laid-Off Workers
VAB AUTO: Moody's Comments on Operational Risk


I R E L A N D

ADAGIO II: S&P Raises Rating on Class E Notes to 'B+ (sf)'
ALLIED IRISH: Incurs EUR2.3 Billion Loss in 2011
IRISH LIFE: Court Orders Sale of Irish Life to State


I T A L Y

BANCA PADOVANA: Moody's Reviews 'Ba1' Ratings for Downgrade
CELL THERAPEUTICS: Has US$5.3 Million Net Loss in February
LUCCHINI GROUP: Sells BFM Unit as Part of Restructuring Plan
MEDIOCREDITO TRENTINO: Moody's Reviews 'D+' BFSR for Downgrade
WIND TELECOMUNICAZIONI: Fitch Rates EUR500-Mil. Notes at 'BB+'


N E T H E R L A N D S

DMPL III: S&P Affirms 'BB+' Rating on Class D Notes
OPERA UNI: Rival Bidders Present Plans to Dutch CMBS Holders
ST PAUL CLO 1: S&P Lowers Rating on Class E Notes to 'B+'
ZIGGO BOND: S&P Raises Corp. Credit Rating to 'BB' on IPO


R O M A N I A

OCRAM TELEVIZIUNE: Bucharest Court Approves Insolvency Bid


U N I T E D   K I N G D O M

ALL SAINTS: Goode Sells Stake in Firm to Lion Capital
CORNERSTONE TITAN: S&P Cuts Rating on Class F Notes to 'CCC'
EUROCASTLE II: S&P Withdraws 'D' Ratings on Twelve Note Classes
FOXTONS: BC Partners Poised to Buy Back Firm From Lenders
HOTEL SOLUTIONS: Bought Out of Administration; 1,100 Jobs Saved

ITV PLC: S&P Lifts Corp. Credit Rating to 'BB+'; Outlook Stable
JJB SPORTS: In Funding Talks with Potential Strategic Partner
MONEY PARTNERS: S&P Lowers Rating on Class B2 Notes to 'B-'
OXYGEN CREATIVE: Inability to Pay Debts Prompts Liquidation
PERSEUS PLC: Fitch Downgrades Rating on Class D Notes to 'Csf'

PRIORY GROUP: Fitch Affirms Issuer Default Rating at 'B+'
ROCKINGHAM RETIREMENT: Parent Blames Liquidation on ARM Collapse
SCOTSPEED: Faces Liquidation Over Unpaid Taxes
* Former Crown Paints Chief Executive Starts Turnaround Firm
* U.K. Business Failures Poised to Increase, New Survey Shows

* UK: More Football Clubs at Risk of Going Into Administration


X X X X X X X X

* Moody's Says EMEA Corporates' Liquidity Likely to Deteriorate
* Upcoming Meetings, Conferences and Seminars


                            *********


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B O S N I A   &   H E R Z E G O V I N A
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* BOSNIA & HERZEGOVINA: Moody's Downgrades Bond Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
government bond rating of Bosnia & Herzegovina and commenced a
review for further possible downgrade, reflecting a deterioration
in the country's public-sector budget and external financing. The
outlook had been negative since May 2011.

The key drivers for the downgrade to B3 and review for further
possible downgrade of Bosnia & Herzegovina's government ratings
are:

1) The deteriorating fiscal position of the general government,
including the emergence of large structural deficits at the sub-
national level and limited access to external financing.

2) The increased susceptibility of the country's debt-service
management to antagonistic political dynamics, as evidenced by
the brief interruption of payments to several multilateral
financial institutions and on one commercial bank loan earlier
this year.

3) Poor growth prospects in light of Bosnia & Herzegovina's high
unemployment rate, the slowing economic growth of its major
trading partners and its limited progress to date on structural
economic reforms.

Rating Rationale

The first consideration driving Moody's one-notch downgrade of
Bosnia & Herzegovina is the weakening of the general government's
financial position. The trend is partly the result of an
expensive multi-layered government as well as unaffordable,
politically-driven decisions related to pensions and other social
transfers in years past. Official financial support for Bosnia &
Herzegovina had been shrinking for several years before the
global crisis, and private investment largely dried up after 2008
when the global financial crisis intensified.

An effective freeze in Bosnia's 2009-12 stand-by arrangement with
the International Monetary Fund occurred prior to the October
2010 national elections. The lack of such funding has forced the
two sub-national entities -- Republika Srpska (RS) and the
Bosnian Muslim-Croat Federation (FBiH) -- to rely more heavily on
shorter-term Treasury bills to finance relatively large
structural deficits. Higher debt-service costs by themselves
could further widen the budget gaps in 2012-13 unless fresh
spending cuts and revenue measures are implemented.

The Bosnian authorities recently approached the IMF about a
successor program to the interrupted stand-by arrangement.
However, the negotiations over any such new agreement are likely
to be arduous given the number of incomplete tasks left over from
the 2009 program and the complex decision-making processes in
Bosnia's various levels of government. Still, recent agreements
in the Council of Ministers to shrink the national (or State)-
level budget and on a distribution of indirect tax receipts
should help to overcome two key obstacles to an accord.

The second driver for the downgrade and rating review is weakened
government effectiveness, as illustrated most clearly by the 16-
month delay in forming new State-level institutions following the
2010 election and the missed foreign debt payments. An agreement
to form a State government was finally reached in late December
2011, likely motivated by the need to sign a 2011 budget in order
for government spending to be re-authorized in 2012. Nonetheless,
Moody's notes that political disagreements over the legality of
that budget agreement continued into the new year, holding up the
authorization of payments owed to several multilateral financial
institutions and one commercial bank in January to early
February. The delay in payments was short-lived, in some cases
just a day or two, but Moody's expects the antagonistic political
dynamics responsible for the interruption to persist.

The third reason for Moody's rating action on Bosnia &
Herzegovina is the economy's low growth prospects, which are
being exacerbated by the slow progress on structural economic
reform. Growth had been averaging at around 5% per annum prior to
the global crisis, buoyed by rapid credit growth and foreign
direct investment (FDI). With FDI abating, the European sovereign
debt crisis and the lengthy political uncertainty, Bosnia &
Herzegovina's economy has grown slowly since coming out of
recession and now seems to be re-entering recession. Weak growth
will aggravate efforts to consolidate public finances and could
also exacerbate political tensions, given the high unemployment
levels.

Moody's has unified at B3, with continued review for possible
further downgrade, all of Bosnia & Herzegovina's country
ceilings, i.e. its ceilings for local- and foreign-currency debt
and for local- and foreign-currency deposits. These ceilings
reflect Moody's decision to equate all such risks to that of the
government's own default risk due to the country's currency board
arrangement.

Rationale for Review for Downgrade

Moody's will be examining these issues in more detail during its
ratings review in order to determine whether additional downward
rating action should be taken.

The principal focus of the review will be: (1) whether the
government can take adequate precautions to avoid a recurrence of
debt-service delays; (2) whether fiscal consolidation measures
are implemented that will assure debt sustainability and reduce
reliance on short-term financing, at both the national and sub-
national level; (3) whether any progress is made on political and
constitutional reform that would streamline decision processes
between and among various levels of government; (4) whether the
key steps needed to qualify for EU candidacy will be taken; and
(5) whether the economy and the general government budget deficit
can prove resilient to the slowdown in European growth in 2012.

METHODOLOGY

The principal methodology used in this rating was "Sovereign Bond
Methodology" published in 2008.


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F R A N C E
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COMPAGNIE GENERALE: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on France-
based oil and gas seismic operator Compagnie General de
Geophysique-Veritas (CGGV) to stable from negative. "At the same
time, we affirmed the 'BB-' long-term corporate credit rating on
the group," S&P said.

"The outlook revision reflects our expectations of further
improving operating performance and credit metrics in 2012. We
believe margins should improve, notably in the second half of the
year, following a better supply-demand situation in the seismic
marine division, supported by high exploration capital
expenditures and high oil prices. At the same time, we expect
that CGGV's manufacturing division, Sercel, will continue
delivering adequate and resilient profits. Finally, we now assess
CGGV's liquidity as 'strong', rather than 'adequate', because it
has comfortable cash balances, undrawn committed credit
facilities not maturing until 2014, and a well-spread debt
maturity profile, with the first bond maturities in 2016," S&P
said.

"Under our current base-case forecast, we therefore assume fully
adjusted EBITDA (adjusted for capitalized multiclient investments
and operating leases) of about US$700 million in 2012. This is
despite our expectations of increased capitalized multiclient
investments (or US$930 million-US$980 million as reported) in
2011, rising to US$800 million-US$850 million in 2013. This
compares to adjusted EBITDA of US$600 million in 2011. The
improving operating performance should improve key credit ratios,
such as fully adjusted funds from operations (FFO) to debt to
20%-25% and adjusted debt to EBITDA to below 4x for both 2012 and
2013," S&P said.

"Nevertheless, we expect CGGV's debt will remain elevated at
about US$2.4 billion-US$2.5 billion, as fully adjusted by
Standard & Poor's. This reflects our expectation of no free
operating cash flow (FOCF) in 2012 and a modest US$150 million in
2013 as a result of likely increased capital expenditures. We
expect investments, notably in multiclient, to return to
historical levels of about US$300 million-US$350 million or more
in 2012 and 2013, while industrial capital expenditures should
equally remain high at US$300 million or above," S&P said.

"The stable outlook reflects our belief that CGGV's operating
performance and credit ratios will continue to improve in 2012
given our assessment that near- to medium-term market prospects
will become more favorable," S&P said.

"The ratings factor our anticipation that the group will maintain
adjusted FFO to debt above 20% under our credit scenario and
neutral free cash flow in 2012," S&P said.


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G E O R G I A
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JSC PARTNERSHIP: Fitch Assigns 'BB-' Local Currency Rating
----------------------------------------------------------
Fitch Ratings has assigned Georgia's JSC Partnership Fund (PF) a
Long-term foreign and local currency rating of 'BB-' and a Short-
term foreign currency rating of 'B'.  The Outlooks for the Long-
term ratings are Stable.

The ratings are equalized with those of Georgia (Long-term
foreign currency Issuer Default Rating (IDR): 'BB-'/Stable;
Short-term foreign currency IDR: 'B') to reflect its quasi-
sovereign status and Fitch's confidence in timely government
support of the fund's financial debt and guarantees issued.
However Fitch considers the fund's standalone profile to be weak
due to the possible vulnerability of the dividend stream from
strategic assets and therefore Georgia's government ability and
intent to support the fund's potential issued or guaranteed debt
is a key factor determining rating equalization with the
sovereign.

Fitch notes that an upgrade of Georgia, coupled with continued
support from the state, would be rating positive, as PF is credit
linked to the sovereign.  Conversely a downgrade of Georgia or
changes that would lead to dilution or reassessment of state
support such as material disposals of stakes in state-owned
infrastructure companies or meaningful changes in the goals of
the fund could exert downward pressure on the rating.

PF is 100% owned by Georgia's government shareholding company
established by its own act in June 2011.  The state transferred
stakes in key infrastructure companies, including 24% of Georgian
Railway LLC, 24% of Georgian Oil and Gas Corporation LLC, 49% of
Georgian State Electrosystem LLC, and 49% of Electricity System
Commercial Operator LLC to fund the PF's initial paid-in capital.

The entity is mandated to extend guarantees for projects in the
energy sector and promote private equity investments in viable
economic projects promising significant return on investments and
generating positive economic externalities.  The private equity
investments market is in its initial stages in Georgia and
therefore the establishment of PF, a policy arm aimed at its
development, is in Fitch's view important to meet economic
demand.

PF is tightly controlled by the state and reports to Georgia's
President and is supervised by the country's Prime Minister, who
heads the company's supervisory board.  The company's supervisory
board is composed of the minister of finance, minister of economy
and sustainable development, minister of justice, and minister of
energy and natural resources.  The state appoints the PF's
auditors, authorizes borrowing and has to approve its financial
statements.

PF's debt is low and limited to an open credit line (US$5
million) contracted from the local bank.  The credit line is
maturing in 2012, thus classified as short-term debt.  By end-
2011 the Fund had drawn GEL0.7 million (US$0.4 million) for the
credit line and by March 2012 PF additionally drew GEL6 million
(US$3.6 million) effectively increasing its outstanding short-
term debt up to GEL6.8 million.  Fitch notes that PF's debt might
increase up to US$80 million by end-2012 upon the launch of the
fund's investment operations, which will be subject to the
agency's assessment of the credit metrics of new debt.

PF has no track record as its operations started in June 2011.
As of March 2012 PF did not fund any projects.  However the scope
of the fund's operations will be increasing in the medium term
thus its performance will be under strict Fitch's review due to
the fund's short operating history.


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G E R M A N Y
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CENTER.TV RUHR: Advertising Slumps Prompts Insolvency
-----------------------------------------------------
RapidTVNews reports that German regional broadcaster center.tv
Ruhr has gone insolvent.

"I have underestimated the demise of the Ruhr region," founder
Andre Zalbertus told German industry publication "w&v".

According to the report, the media entrepreneur also complained
about the "lack of support and interest by advertisers and
politicians", adding that he has invested several million euros
into the venture, "but you have to draw the line at some stage."

center.tv Ruhr was launched on March 20, 2008.  RapidTVNews says
the channel had been available on Unitymedia's cable network in
the Ruhrgebiet region and as a live-stream on the internet.

RapidTVNews notes that center.tv Ruhr was the last channel of the
center.tv chain still owned by Mr. Zalbertus following the sale
of the four sister channels serving Cologne, Dsseldorf, Bremen
and Aachen.


PFLEIDERER AG: Files Application for Insolvency
-----------------------------------------------
The Executive Board of Pfleiderer AG on March 28 filed a request
to open insolvency proceedings with the relevant Court in
Dusseldorf. This became necessary as on March 27, 2012, the
Higher Regional Court, Frankfurt/Main, rejected the application
for release related to the lawsuits against the resolutions
adopted by the meeting of bond creditors on June 20, 2011. As a
result, the resolutions regarding the planned capital measures
adopted with a large majority of votes cannot be implemented in
time. The debt relief and recapitalization of the company that
had been planned within the scope of the restructuring plan is
now no longer possible by this means.

"The Executive Board now plans to implement the financial
restructuring by way of an insolvency plan, which allows for a
timely and legally binding implementation of the restructuring
measures and will lead to a substantial debt relief of Pfleiderer
AG, as originally planned. The Executive Board will act as debtor
in possession; this will allow the Executive Board to continue to
manage the business and to complete the ongoing restructuring
under the supervision of a custodian. Today at 5 pm, following a
unanimous proposal by a previously appointed creditor committee
the Court appointed Horst Piepenburg as temporary custodian,"
Pfleiderer said in a statement.

The insolvency does only affect Pfleiderer AG as the holding
company but not the operational subsidiaries that are
organizationally and financially independent from the holding. As
a result, the operating business and the related jobs will not be
affected by the insolvency of the AG. Pfleiderer AG currently has
10 employees, Pfleiderer Group currently has about 4,900
employees (including the operations in North America that are for
sale), of which more than 2,000 employees are in Germany.

Hans-Joachim Ziems, member of the Executive Board who is in
charge of the Group's restructuring among his other
responsibilities, commented: "I regret that we were not able to
implement the original restructuring resolutions despite the high
level of approval among the parties involved and that therefore,
the existing shareholders and bond creditors can no longer
participate in the successful restructuring of Pfleiderer. We
will now continue with our restructuring by way of an insolvency
plan. Pfleiderer is well prepared for this situation. In
particular, the so-called debtor in possession approach or self-
administration is good news for our employees as it will enable
us to complete the restructuring that is already well underway
and led to positive operational results without any further
delay."

Lawyer Piepenburg commenced work in the new role immediately on
March 28. The insolvency provides ample opportunity to maintain
Pfleiderer AG as a holding company. With the restructuring
commitments that were made previously an insolvency plan can be
implemented very quickly.

Background

In the past year, Pfleiderer AG developed a comprehensive
restructuring plan, on the basis of which the company would have
had much of its debt waived and would have been recapitalized.
The prerequisite for the implementation of this plan was an
agreement by all parties involved - lenders, shareholders, and
hybrid bond creditors - to make significant contributions. The
financing banks and investors had agreed to waive a substantial
portion of their outstanding receivables and to make new
financial resources available, however, with the proviso that the
shareholders agree to 3 a drastic reduction of the company's
capital and to a subsequent capital increase. The hybrid bond
creditors were supposed to waive their claims under the bond
completely and, as a quid pro quo, receive a share of the
recapitalized company. This was set in motion with the successful
conclusion of a Creditors' Meeting and an Extraordinary General
Meeting last year. However, after individual investors had
brought lawsuits against the resolutions, they could no longer be
implemented as planned. Despite the ongoing principal
proceedings, the company attempted to enable a legally effective
entry of the resolutions by instituting release proceedings.
However, this endeavor failed due to its rejection by the Higher
Regional Court, Frankfurt. Now the restructuring of Pfleiderer
will be ensured by way of an insolvency restructuring procedure
where the Executive Board acts as debtor in possession.

In addition to the capital measures, the company had proposed a
number of operational restructuring measures within the scope of
the restructuring plan and had largely already implemented them.
Pfleiderer made significant progress in this process; for
example, the operational restructuring in Western Europe was to a
large extent already completed last year. The planned disposal of
the North American operations also saw an important partial
success with the sale of the plant in Moncure, NC (USA) in late
2011.

Headquartered in Neumarkt, Germany, Pfleiderer AG --
http://www.pfleiderer.com/-- is a producer and supplier of
engineered wood products.  It acts as a partner for wood trade
outlets, interior designers, the building and do-it-yourself
trade, and the furniture industry in more than 80 countries
worldwide.  The Company offers a range of base products, such as
raw chipboard and particleboard, tongue and groove board, medium-
density fiberboard and high- density fiberboard, and surfaced
products, such as melamine-faced chipboard, high-pressure
laminates and post-forming elements, laminate flooring and a
range of films and surfacings.  The Company operates through
three geographical segments: Western Europe, including Germany
and Sweden; Eastern Europe, consisting of Poland and Russia, and
North America, comprised of Canada and the United States.

As reported in the Troubled Company Reporter-Europe on April02,
2012, Fitch Ratings downgraded Pfleiderer AG's Long-term Issuer
Default Rating (IDR) to 'D' from 'C' and its Short-term IDR to
'D' from 'C'.  Pfleiderer's subordinated hybrid bond, issued by
its subsidiary Pfleiderer Finance B.V., is affirmed at 'C' with a
Recovery Rating of 'RR6'.


PHOENIX PHARMAHANDEL: Moody's Withdraws Ba3 CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 Corporate Family
Rating (CFR) of PHOENIX Pharmahandel GmbH & Co KG and the Ba3
senior notes rating assigned to the notes issued by PHOENIX PIB
Finance B.V. The outlook on both ratings was stable.

Ratings Rationale

Moody's has withdrawn the ratings for its own business reasons.

Phoenix group is one of the three leading European pharmaceutical
wholesalers with activities in 23 countries with strong market
positions in major markets such as Germany, Italy, UK, as well as
Nordic and Eastern European countries. Furthermore, Phoenix group
has a strong retail base with around 1,600 pharmacies across a
number of selected geographies. In the last-twelve months ending
October 2011 Phoenix group generated revenues of EUR21.8 billion.
It is almost 100% owned by the Merckle family.


SCHLECKER: Merkel Dismisses Call to Aid Laid-Off Workers
--------------------------------------------------------
Monsters and Critics reports that Chancellor Angela Merkel on
Friday dismissed calls for relief for 11,000 employees laid off
by bankrupt German drugstore chain Schlecker saying through a
spokesman there were 'very good reasons' not to set up a job-
placement agency to help them.

According to the report, the fate of the former Schlecker
employees has turned into a political issue, with the government
coming under fire from some corners for not directly assisting
them, as it had done for other high-profile layoffs in the past.

But Merkel's spokesman, Steffen Seibert, said Germany's regular
labour exchanges were enough to help in the Schlecker case, the
report relays.  It was Merkel's first comment after weeks of
turmoil over the issue, M&C notes.

The report notes that several of Germany's states admitted defeat
over their independent plans to set up a job-placement agency
that would employ the ex-Schlecker staff for six months while
they apply for new jobs or retrain.

"There are grounds for a placement agency, and there are very
good grounds against. This decision was not up to the federal
government. It was up to the states," the report quotes
Mr. Seibert as saying.

M&C says the Christian Democratic chancellor had previously been
silent, letting the junior partner in her coalition, the Free
Democrats (FDP), take the flak for publicly opposing the
EUR70 million (US$93 million) relief plan.

FDP officials in the state governments vetoed it, the report
notes.

Mr. Seibert said the focus had to be on the future, with labour
exchanges acting 'effectively' to find new jobs for the ex-staff,
the report adds.

As reported by the Troubled Company Reporter-Europe on March 20,
2102, Reuters related that Schlecker aims to find an investor by
the end of May.  Unlisted Schlecker filed for insolvency in
January after struggling to secure funds against a gloomy
economic backdrop, Reuters recounted.  The company, which owes
suppliers including Unilever and Procter & Gamble several hundred
million euros, plans to cut about 12,000 jobs and shut more than
2,000 of its 5,400 stores, Reuters disclosed.

Based in Ehingen, Germany, Anton Schlecker e.K. owns and operates
a chain of pharmaceutical stores under the name SCHLECKER.  The
company operates home shopping service centers.


VAB AUTO: Moody's Comments on Operational Risk
----------------------------------------------
Moody's Investors Service said that the appointment of a back-up
servicer on March 28, 2012, effectively mitigated the operational
risk in VAB Auto Receivables 2009-1, a German asset-backed
securitization (ABS) of auto loans originated by Volvo Auto Bank
Deutschland GmbH (Ba3, NP). Moody's assessment also reflects the
following structural features: i) the presence of a back-up
servicer facilitator, Deutsche Trustee Company Ltd. and ii) the
significant liquidity amount provided by the reserve fund held at
Deutsche Bank AG, London Branch (Aa3, on review for downgrade;
(P)P-1).

VAB Auto Receivables 2009-1 is the first true-sale securitization
from Volvo Auto Bank Deutschland GmbH. The transaction is a
revolving cash securitization of receivables resulting from auto
loans extended to obligors located in Germany.

-- BACK-UP SERVICER

FCE Bank (Ba1) is now acting as back-up servicer and will replace
the servicer in the event of a servicer termination event,
following amendments executed on March 28, 2012. In Moody's
opinion, this entity is capable of acting as successor servicer.

Moody's downgraded the servicer, Volvo Auto Bank Deutschland GmbH
to Ba2 from Baa3 in September 2011, and to Ba3 in January 2012.
This rating action triggered the obligation to appoint a back-up
servicer under the terms of the transaction documents.

-- SUFFICIENT LIQUIDITY

Moody's ratings also take into account the available liquidity.
The VAB Auto Receivables 2009-1 transaction benefits from a cash
reserve to ensure continuity of payment on the notes in case of
servicer disruption. This cash reserve currently amounts to 5.6%
of the outstanding class A notes' balance, which represents about
12 months of senior expenses and senior interests for all four
series of notes. Moody's believes that the current liquidity
level in this transaction is sufficient to support interest
payments on the notes in the event of a disruption in
collections. Moreover, the cash manager Landesbank Baden-
Wuerttemberg (A2, on review for downgrade; Prime-1, on review for
downgrade) is able to make partial payments, which include senior
expenses and interest payments on the senior notes, in the event
that the servicer does not produce a servicer report.

Moody's framework for assessing operational risk was described in
a Rating Implementation Guidance -- "Global Structured Finance
Operational Risk Guidelines: Moody's Approach to Analyzing
Performance Disruption Risk", published in June 2011.

PREVIOUS RATING ACTIONS & PRINCIPAL METHODOLOGIES

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


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ADAGIO II: S&P Raises Rating on Class E Notes to 'B+ (sf)'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Adagio II CLO PLC's class A-1, A-2A, A-2B, B, C-1, C-2, D-1, D-2,
E, P Comb, and Q Comb notes. "At the same time, we have affirmed
our ratings on the class R Comb, S Comb, and T Comb, 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 Feb. 29, 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. Why did
we delete counterparty criteria & kept corporate 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 in 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 Adagio II CLO's collateral pool since our last review.
All par value tests now comply with their minimum requirement
triggers, compared with the class E notes, which failed their par
value test in our last review. With a shorter weighted-average
life, the scenario default rates have also decreased at each
rating level since our previous review," S&P said.

"We have subjected the capital structure to a cash flow analysis
in order to determine the break-even default rate. In our
analysis, we have 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 have
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 A-1, A-2A, A-2B, B, C-1, C-2, D-1, D-2, E,
P Comb, and Q Comb notes in this transaction to be commensurate
with higher ratings. We have therefore raised our ratings on
these classes of notes," S&P said.

"We consider the credit enhancement available for the class R
Comb, S Comb, and T Comb notes to be commensurate with our
current ratings. We have therefore affirmed our rating on these
classes of notes," S&P said.

"None of the classes of notes were constrained by the application
of our 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 assigned
ratings," S&P said.

Adagio II CLO 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

Adagio II CLO PLC
EUR413.99 mil senior and subordinated deferrable fixed- and
floating-rate notes

Ratings Raised

A-1           AA (sf)            AA- (sf)
A-2A          AA+ (sf)           AA- (sf)
A-2B          AA (sf)            AA- (sf)
B             A (sf)             BBB+ (sf)
C-1           BBB- (sf)          BB+ (sf)
C-2           BBB- (sf)          BB+ (sf)
D-1           BB+ (sf)           B+ (sf)
D-2           BB+ (sf)           B+ (sf)
E             B+ (sf)            CCC+ (sf)
P Comb        BBB (sf)           BB+ (sf)
Q Comb        BB+ (sf)           B+ (sf)


Rating Affirmed

R Comb        AA+ (sf)
S Comb       BB+ (sf)
T Comb       AA+ (sf)


ALLIED IRISH: Incurs EUR2.3 Billion Loss in 2011
------------------------------------------------
Allied Irish Banks, p.l.c., filed with the U.S. Securities and
Exchange Commission its annual report on Form 6-K disclosing a
loss of EUR2.29 billion on EUR1.35 billion of net interest income
in 2011, compared with a loss of EUR10.16 billion on
EUR1.84 billion of net interest income in 2010.

AIB's selected balance sheet data at Dec. 31, 2011, showed
EUR136.65 billion in total assets, EUR113.21 billion in deposits
by central bank and banks, customer accounts and debt securities
in issue, and EUR14.46 billion shareholders' equity.

A copy of the Report is available for free at http://is.gd/uheFZp

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount
of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet
its liquidity requirements, that raise substantial doubt about
the Company's ability to continue as a going concern.

KPMG did not include a "going concern" qualification in its
report on the Company's 2011 financial results.


IRISH LIFE: Court Orders Sale of Irish Life to State
----------------------------------------------------
Simon Carswell and Aodhan O'Faolain at The Irish Times report
that state-controlled Irish Life and Permanent was ordered by the
High Court to sell Irish Life to the State for EUR1.3 billion,
which will be used to complete the recapitalization of Permanent
TSB as directed under the EU-International Monetary Fund program.

The court ordered the sale on an application from the Minister
for Finance to finalize the EUR4 billion recapitalization of
Permanent TSB before the separation of the banking and life
businesses, the Irish Times says.

According to the Irish Times, the deal, once executed after April
13 and completed by June 30, will push the State's bank
recapitalization payouts from EUR62.4 billion to EUR63.7 billion.

Even though the State already owns 99.5% of Irish Life and
Permanent, it is buying the life assurer and subsidiaries to
recapitalize Permanent TSB before a deadline of the end of June
that was set under the EU-IMF program, the Irish Times discloses.

The sale includes fund manager Irish Life Investment Managers and
the group's 30% stake in general insurer Allianz, the Irish Times
notes.

High Court president Mr. Justice Nicholas Kearns made the court
order under the emergency banking legislation, Credit
Institutions (Stabilisation) Act 2010, the Irish Times notes.

Irish Life and Permanent, Plc is a provider of personal financial
services in Ireland.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Feb. 14,
2012, Moody's Investors Service placed on review for possible
downgrade the Ba3 long-term unguaranteed senior unsecured debt
and the Ba2 long-term bank deposit rating of Irish Life &
Permanent (IL&P).  The standalone bank financial strength rating
(BFSR) was downgraded to E+ (mapping to B1 on the long-term
scale) from D- (Ba3 on the long-term scale) and placed on review
with direction uncertain.  The bank's Not-Prime short term
rating, the C rating on the bank's subordinated debt and the Ba1
rating (negative outlook) on the government guaranteed debt were
not affected by this action.


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


BANCA PADOVANA: Moody's Reviews 'Ba1' Ratings for Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
standalone C/a3 bank financial strength rating (BFSR) of Cassa
Centrale Banca-Credito Coop del Nord Est (Cassa Centrale Banca),
and the C- /baa1 BFSR of Cassa Centrale Raiffeisen dell'Alto
Adige (Cassa Centrale Raiffeisen).

At the same time the A3/Prime-2 long and short-term ratings of
Cassa Centrale Banca and Cassa Centrale Raiffeisen and the Ba1
long-term deposit ratings of Banca Padovana were also placed on
review for downgrade. Banca Padovana's standalone D-/ba3 BFSR
with a negative outlook, is unaffected by these rating
announcements.

Cassa Centrale Banca and Cassa Centrale Raiffeisen are two of the
three central institutions of the Italian co-operative credit
banks (or Banche di Credito Cooperativo -- BCCs). Cassa Centrale
Banca and Cassa Centrale Raiffeisen are located in Northern
Italy, in Trento and Bolzano and operate mainly with the BCCs
based in their province. Banca Padovana is a BCC.

Moody's expects to conclude its review during the week of
April 16, together with the other Italian banks currently on
review for downgrade.

RATINGS RATIONALE

Moody's says that the review for downgrade of the standalone
ratings of Cassa Centrale Banca and Cassa Centrale Raiffeisen
primarily reflects their high levels of loan concentration (in
comparison to their profitability and capital levels) as well as
the pressure from the challenging operating environment which
Moody's expects will impact their profitability, asset quality
and funding. These rating drivers are against the backdrop that
the Italian banking system as a whole faces pressures from (1) a
deteriorating macroeconomic environment; (2) deteriorating asset
quality; (3) more restricted and more expensive wholesale
funding; (4) pressure on profits.

The review of the long and short-term ratings of Cassa Centrale
Banca and Cassa Centrale Raiffeisen directly follows the review
of these banks' standalone ratings. The review of the long and
short-term ratings of Cassa Centrale Raiffeisen also incorporates
pressure from the challenging operating environment on its
support provider, the Italian BCCs, and their weaker credit
quality. A weakening of the co-operative group is likely to
result in a reduction of the uplift provided to the bank's long
and short-term ratings. The long and short-term ratings of Cassa
Centrale Banca do not incorporate ratings uplift from the support
provided by the Italian BCCs.

The review of Banca Padovana's long-term rating reflects the
pressure from the challenging operating environment on its
support provider, the group of Italian BCCs. A weakening of the
co-operative group is likely to result in a reduction of the
uplift provided to the bank's long-term rating to one from two
notches.

WHAT COULD MOVE THE RATINGS UP

Upward pressure on both Cassa Centrale Banca's and Cassa Centrale
Raiffeisen's standalone ratings could result from a strengthening
of profitability and efficiency as well as a reduction of loan
concentrations. However, Moody's believes that positive momentum
for these indicators is unlikely at present, for both banks. A
one-notch upgrade of the banks' BFSRs could trigger an upgrade of
their long-term bank deposit ratings.

A stable outlook on the BFSR of Banca Padovana could come from
(i) a sustainable return to profitability; (ii) a decrease in
borrower and sector concentration levels, with the top 20
borrowers representing less than 750% of pre-provision income;
and (iii) reinforced risk-management practices. Given the review
for downgrade, there is currently limited upwards pressure on the
deposit ratings.

WHAT COULD MOVE THE RATINGS DOWN

Deteriorating asset quality primarily could exert downward
pressure on Cassa Centrale Banca's BFSR. A downgrade of the BFSR,
or worsening performance of the BCC group, would result in a
subsequent downgrade of the bank's deposit ratings.

Deteriorating asset quality and capitalization could exert
downward pressure on Cassa Centrale Raiffeisen's BFSR. A
downgrade of Cassa Centrale Raiffeisen's deposit ratings could
result from a one-notch remapping of the bank's C- BFSR to a baa2
standalone credit strength (from baa1), or from any worsening in
the performance of the Italian BCC network.

Downward pressure on Banca Padovana's BFSR could result from (i)
failure to improve financials, particularly capitalization and
profitability; and/or (iii) pressure on liquidity, stemming from
a decrease in retail confidence. The deposit rating could be
downgraded if (i) BCC's credit profile weakens; (ii) support from
the BCC group lessens; or (iii) Banca Padovana's BFSR is
downgraded.

RATINGS AFFECTED

The following ratings of Cassa Centrale Banca were affected:

- C BFSR on review for downgrade;

- A3/P-2 long- and short-term ratings on review for downgrade;

The following ratings of Cassa Centrale Raiffeisen were affected:

- C- BFSR on review for downgrade;

- A3/P-2 long- and short-term ratings on review for downgrade;

The following ratings of Banca Padovana were affected:

- Ba1 long-term ratings on review for downgrade;

Principal Methodologies

The methodologies used in these ratings are Bank Financial
Strength Ratings: Global Methodology published in February 2007,
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: Global Methodology published in March 2012.

Cassa Centrale Banca is headquartered in Trento, Italy. At
December 2010, it had total assets of EUR2.6 billion.

Cassa Centrale Raiffeisen is headquartered in Bolzano, Italy. At
December 2010, it had total assets of EUR2.0 billion.

Banca Padovana is headquartered in Campodarsego (Padova), Italy.
At December 2010, it had total assets of EUR2.3 billion.


CELL THERAPEUTICS: Has US$5.3 Million Net Loss in February
----------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company reported a net loss attributable to common
shareholders of US$5.30 million on US$0 of revenue for the month
ended Feb. 29, 2012, compared with a net loss attributable to
common shareholders of US$5.06 million on US$0 of revenue during
the prior month.

Estimated research and development expenses were US$2.5 million
for the month of January 2012 and US$2.7 million for the month of
February 2012.

A copy of the Report is available for free at http://is.gd/lVSmZi

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, also noted that
if the Company receives approval of Pixuvri by the EMA or the
FDA, it would anticipate significant additional commercial
expenses associated with Pixuvri operations.  Accordingly, the
Company will need to raise additional funds and are currently
exploring alternative sources of equity or debt financing.  The
Company may seek to raise that capital through public or private
equity financings, partnerships, joint ventures, disposition of
assets, debt financings or restructurings, bank borrowings or
other sources of financing.  However, the Company has a limited
number of authorized shares of common stock available for
issuance and additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing
equity securities, substantial dilution to existing shareholders
may result.  If the Company fails to obtain additional capital
when needed, it may be required to delay, scale back, or
eliminate some or all of its research and development programs
and may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.


LUCCHINI GROUP: Sells BFM Unit as Part of Restructuring Plan
------------------------------------------------------------
Svetlana Kovalyova at Reuters reports that Lucchini group said on
Tuesday it has sold its key foundry, Bari Fonderie Meridionali
(BFM), to the Czech DT - Vyhybkarna a Strojirna AS, as part of
Lucchini's debt restructuring plan.

Lucchini, owned by Russia's Severstal and Severstal's owner
Alexei Mordashov, reached a deal with shareholders and creditor
banks in December, to restructure Lucchini's EUR720 million
(US$960.41 million) debt pile, Reuters relates.

According to Reuters, Lucchini said in a statement that with the
debt restructuring now underway, the company has started repaying
its creditor banks and shareholders who have signed the debt
deal, as well as suppliers it had owed money.

Lucchini declined to reveal financial details of the sale, saying
only that BFM makes about EUR15 million in annual sales and
employs about 100 people, Reuters notes.

"We will continue to work with the strengthened conviction to
restructure Lucchini and find, as soon as possible, partnerships
which will ensure industrial prospects for other plants of the
group," Reuters quotes Pierre Varnier, Chief Restructuring
Officer of Lucchini group, as saying in the statement.

Lucchini group is an Italian steelmaker.


MEDIOCREDITO TRENTINO: Moody's Reviews 'D+' BFSR for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade
Mediocredito Trentino-Alto Adige S.p.A.'s (MTAA) D+ standalone
bank financial strength rating (BFSR, mapping to Baa3 on the
long-term scale). The A2/P-1 long and short-term senior ratings
remain on review for downgrade.

Ratings Rationale

The rating announcement on MTAA, a medium-term lender, operating
mainly in the north-eastern Italian region of Trentino-Alto Adige
primarily reflects Moody's concern regarding the bank's funding
profile, which remains significantly reliant on wholesale
markets. This is in combination with the bank's activity as a
medium-term lender, against the backdrop of the difficult
operating environment faced by Italian banks.

Moody's considers that a disproportionate reliance on wholesale
funding is credit negative, given the current continued
constrained market conditions. As of June 2011, deposits provided
10% of total funding, interbank 28% and market funds 61%. Moody's
acknowledges that a sizeable and increasing part of MTAA's
interbank and market funds are derived from the bank's
shareholders. MTAA is majority owned (52.5%) by three local
authorities, with the Autonomous Provinces of Trento and Bolzano
(both rated A1, negative) and the Autonomous Region of Trentino
Alto Adige each owning 17.5%. The second-largest group of
shareholders are local BCCs, which jointly own 36.6%. While
Moody's views positively this increasing funding support, given
the stability of this source, it also reveals -- in current
continued constrained market conditions - the inherited weakness
of the bank's business model.

The A2/P-1 long and short-term senior ratings have been on review
for downgrade since October 7, 2011. The main drivers that
prompted the rating review are (i) the downgrade on 05 October
2011 of the Autonomous Province of Trento and Autonomous Province
of Bolzano, and (ii) a reassessment of the local government
support assumptions. Please see the press release "Moody's
reviews ratings of Mediocredito Trentino-Alto Adige for
downgrade", for further details.

Moody's expects to conclude its review of both the standalone and
the debt and deposit ratings during the week of April 16,
together with the other Italian banks currently on review for
downgrade.

Focus of the Review

The review of both the standalone rating and the long and short-
term ratings, will focus on a re-assessment of the source of
ongoing liquidity support from the bank's shareholders, in
combination with the now lower rating of the support providers
and a reassessment of the local government support assumptions.

What Could Change the Rating - Up

An upgrade of the BFSR could be triggered by more diversified and
stable funding, a more diversified business profile and/or a
significant increase in profitability. These scenarios, however,
seem unlikely to take place in the current environment.

What Could Change the Rating - Down

Evidence of the bank losing market share in medium-term lending
without compromising its profitability requirements, or
exhibiting a worsening risk and funding profile and/or a
deterioration in its financials could prompt a downgrade of the
BFSR and the long-term deposit rating.

Ratings Affected

The following ratings of MTAA were affected by the rating action

- D+ BFSR on review for possible downgrade;

Principal Methodologies

The principal methodologies used in rating MTAA are "Bank
Financial Strength Ratings: Global Methodology" published in
February 2007, and "Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: Global Methodology" published in March
2012.

Mediocredito Trentino-Alto Adige SpA is headquarted in Trento,
Italy. At June 2011 it had total assets of EUR 1.5 billion.


WIND TELECOMUNICAZIONI: Fitch Rates EUR500-Mil. Notes at 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned WIND Telecomunicazioni Spa's (Wind;
'BB'/Negative) proposed EUR500 million tap issue of senior
secured notes due 2018 an expected 'BB+' rating.

The proposed notes will be issued by Wind Acquisition Finance S.A
(WAF) and guaranteed by Wind on a senior basis.  The new notes
will be issued on the same terms as the existing 2018 senior
secured notes issued by WAF and would benefit from the same
security package consisting of the first priority interest on
Wind shares and certain assets including receivables.

On balance, Fitch sees the proposed transaction as mildly credit
positive.  It would allow the company to slightly improve its
maturity profile although at a cost of overall higher interest on
some tranches.  The proposed transaction would not change the
amount of secured debt.  The tap issue proceeds will be applied
to prepay a portion of the expensive bridge facility.

Wind's IDR remains on a Negative Outlook on concerns over a rise
in leverage on the back of 2011's spectrum acquisition and the
company's ability to withstand economic headwinds.  Although the
company continues to outperform its domestic peers, this relative
strength may not be sufficient to maintain positive growth in
absolute terms.  Fitch also notes that the pricing environment in
Italy has significantly changed over the past year with Wind no
longer having a pronounced pricing advantage over its peers which
may stall its market share gains.  Further pressures are likely
if Italy introduces additional austerity measures.

Wind's ratings continue to benefit from potential support from
its sole ultimate shareholder, Vimpelcom Ltd., whose credit
profile remains notably stronger than Wind's.  On a stand-alone
basis, Wind's credit profile corresponds to a 'BB-' level, which
is uplifted by one notch for benign shareholder influence.
Evidence of tangible shareholder support may be positive for the
ratings.

Wind's leverage is high for its rating category. A rise in
leverage measured as net debt including payment in kind debt to
EBITDA exceeding 5x on a sustainable basis would likely trigger a
downgrade.

Wind's credit profile is supported by its established position of
the third-largest and highest-growing mobile operator in Italy
supported by its expanding alternative fixed-line/broadband
business.


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


DMPL III: S&P Affirms 'BB+' Rating on Class D Notes
---------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in two Dutch residential mortgage-backed securities
(RMBS) transactions.

Specifically, S&P:

* Raised its ratings on Dutch Mortgage Portfolio Loans III
   B.V.'s class B and C notes, and affirmed its ratings on the
   class A and D notes; and

* Raised its rating on Dutch Mortgage Portfolio Loans V B.V.'s
   class B notes, lowered its rating on the class C notes, and
   affirmed its rating on the class A notes.

"The rating actions follow our credit and cash flow analysis of
the most recent transaction information that we have received as
part of our surveillance review cycle. Our analysis reflects our
Dutch RMBS criteria," S&P said.

                            DMPL III

"The reserve fund is fully funded, and will not start to amortize
until the optional redemption date in November 2013. Arrears have
remained low throughout the life of the transaction, but have
risen slightly since our last credit and cash flow review in June
2009, to 0.57% from 0.36%. This has resulted in a slight increase
in our weighted-average foreclosure frequencies (WAFF) for each
rating level; however our weighted-average loss severities (WALS)
have reduced for each rating level, due to a decrease in our
calculated weighted-average loan-to-foreclosure value (WALTFV)
ratio, to 52.77% from 57.18% at our last review. The subsequent
reduction in credit coverage, together with the increase in
credit enhancement for the class A, B, and C notes, means that
following the application of our Dutch RMBS criteria, the class B
and C notes pass our cash flow stresses at higher ratings, and
the class A notes pass at their current ratings. Therefore, we
have raised our ratings on the class B and C notes and affirmed
our rating on the class A notes," S&P said.

"We have affirmed our 'BB+ (sf)' rating on the class D notes in
DMPL III, as this class will not be eligible to start to pay down
until November 2013, using excess spread. There is a swap in
place for this transaction that guarantees excess spread of 35
basis points. However, the amount of available excess spread is
unpredictable, as the notional amount under the swap agreement
will be reduced to the extent that there are debit balances on
the principal deficiency ledgers. Therefore, we have not raised
the rating to investment-grade. We will continue to monitor the
excess spread over the next two years," S&P said.

"Cooperative Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland) is the swap provider, liquidity facility provider, and
bank account provider for DMPL III. We have been informed by
Rabobank Nederland that both the swap documentation and liquidity
facility documentation are currently in the process of being
amended to be fully compliant with our 2010 counterparty
criteria; we aim to provide a further update when this process
has been completed," S&P said.

                           DMPL V

"The reserve fund started amortizing in September 2009, and
therefore credit enhancement has not increased to the same extent
as in DMPL III. The level of arrears in DMPL V is also higher
than in DMPL III: Total arrears have risen to 1.06%, from 0.73%
at our last credit and cash flow review in March 2009. This has
resulted in an increase in our WAFF for each rating level;
however, our WALS have reduced for each rating level, due to a
decrease in our calculated WALTFV ratio to 62.77%, from 73.13% at
the last review. Despite the reduction in required credit
coverage for the class C notes, the credit enhancement available
to these notes has decreased, as it is provided by the reserve
fund, which started amortizing in September 2009. Following
application of our Dutch RMBS criteria, our cash flow results
indicate that the class C notes are unable to maintain their
current rating, and we have lowered our rating on these notes
accordingly. The increase in credit enhancement resulting from
deleveraging of the transaction for the class A and B notes is
sufficient to cover the increased required credit coverage, and
our cash flow analysis indicates that the class B notes pass our
stresses at a higher rating, while the class A notes can maintain
their current rating. Therefore, we have raised our rating on the
class B notes and affirmed our rating on the class A notes," S&P
said.

"We also consider credit stability in our analysis, to determine
whether or not an issuer or security has a high likelihood of
experiencing adverse changes in the credit quality of its pool
when moderate stresses are applied. We adjusted our weighted-
average foreclosure frequency (WAFF) and weighted-average loss
severity (WALS) assumptions by assuming market value declines of
5% and 10%. The scenarios that we have considered under moderate
stress conditions did not result in our ratings deteriorating
below the maximum projected deterioration that we would associate
with each relevant rating level, as outlined in our credit
stability criteria," S&P said.

Dutch Mortgage Portfolio Loans III and V are backed by Prime
Dutch residential mortgages that Achmea Hypotheekbank N.V.
originated.

            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 Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:
   http://standardandpoorsdisclosure-17g7.com/1111517.pdf

RATINGS LIST

Class                Rating
           To                    From

Dutch Mortgage Portfolio Loans III B.V.
EUR1.256 Billion Secured Floating-Rate Notes

Ratings Raised

B          AAA (sf)              AA+ (sf)
C          AA (sf)               A+ (sf)

Ratings Affirmed

A          AAA (sf)
D          BB+ (sf)

Dutch Mortgage Portfolio Loans V B.V.
EUR1.256 Billion Floating-Rate Mortgage-Backed Notes

Rating Raised

B          AAA (sf)              AA (sf)

Rating Affirmed

A          AAA (sf)

Rating Lowered

C          BBB+ (sf)             A (sf)


OPERA UNI: Rival Bidders Present Plans to Dutch CMBS Holders
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that rival bidders to
buy Opera Uni, a Netherlands-based commercial mortgage-backed
security, are presenting their plans for noteholders ahead of a
series of votes April 17 in presentations Friday and Monday.


ST PAUL CLO 1: S&P Lowers Rating on Class E Notes to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on St. Paul's CLO 1 B.V.'s outstanding EUR271.53 million
notes.

Specifically, S&P:

* Affirmed and removed from CreditWatch negative its rating on
   the class A notes;

* Affirmed its ratings on the class B, C, and D notes; and

* Lowered its rating on the class E notes.

St. Paul's CLO 1 is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.

The transaction closed in May 2007 under the name of Resource
Europe CLO I B.V., and it is currently managed by Intermediate
Capital Managers Ltd.

"The rating actions follow our credit and cash flow analysis of
the transaction using data from the latest available trustee
report, dated Feb. 20, 2012," S&P said.

"These rating actions also follow the application of our updated
criteria for corporate collateralized debt obligations (CDOs), as
well as our assessment of the credit deterioration in the
transaction portfolio. The class E tranche rating was constrained
by the application of the largest obligor default test, a
supplemental stress test we introduced as part of our criteria
update. None of the ratings in the transaction was affected by
the largest industry default test, another of our supplemental
stress tests," S&P said.

"The trustee report shows that all overcollateralization tests
are currently passing, and that the reported weighted-average
spread earned on the collateral pool has increased to 3.54% from
2.83% since we published our last transaction update. Compared
with the previous review, we have observed a slight increase in
assets rated 'CCC+', 'CCC', and 'CCC-'. However, it also shows
that the percentage of portfolio assets that we consider in our
analysis as defaulted (i.e., debt obligations of obligors rated
'CC', 'SD' [selective default], or 'D') has decreased since our
previous review, to 1.75% from 3.16%," S&P said.

"From our analysis, we have observed a decrease in the
portfolio's weighted-average maturity and a positive rating
migration within the portfolio. Both developments have resulted
in lower scenario default rates across all rating levels
calculated by CDO Evaluator," S&P said.

"We have subjected the transaction's capital structure to a cash
flow analysis to determine the break-even default rate for each
rated class. In our analysis, we used the portfolio balance that
we consider to be performing (i.e., of assets rated 'CCC-' or
above), the reported weighted-average spread of 3.54%, and the
weighted-average recovery rates that we considered to be
appropriate. We incorporated various cash flow stress scenarios
using our standard default patterns, levels, and timings for each
rating category assumed for each class of notes, in conjunction
with different interest rate and exchange rate stress scenarios,"
S&P said.

"Non-euro assets mainly denominated in British pounds sterling
account for about 2.6% of the underlying portfolio, and the
resulting foreign currency risk is hedged via perfect asset swaps
with Credit Suisse International (A+/Negative/A-1) as swap
counterparty. We have also stressed the transaction's sensitivity
to and reliance on the swap counterparty, especially for senior
classes of notes rated higher than the swap counterparties, by
applying foreign exchange stresses to the notional amount of non-
euro assets. Our analysis showed that the class A notes could
withstand a 'AA' stress under these conditions," S&P said.

"We have observed from our analysis that the credit support
available to all classes of notes is now commensurate with the
current ratings, and we have therefore affirmed our ratings on
the class A, B, C, and D notes," 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

RATING LIST

Class               Rating
             To               From

St. Paul's CLO 1 B.V.
EUR335.942 Million Secured Floating-Rate Notes

Rating Affirmed and Removed From CreditWatch Negative

A            AA (sf)          AA (sf)/Watch Neg

Ratings Affirmed

B            A+ (sf)
C            BBB+ (sf)
D            BB+ (sf)

Rating Lowered

E            B+ (sf)          BB- (sf)


ZIGGO BOND: S&P Raises Corp. Credit Rating to 'BB' on IPO
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Ziggo Bond Co. B.V., a Netherlands-based leading
cable operator, to 'BB' from 'B+', and all related issue ratings
by two notches. "At the same time, all ratings were removed from
CreditWatch, where they had been placed with positive
implications on March 7, 2012, on the IPO announcement," S&P
said.

"We upgraded Ziggo because we expect a considerable improvement
of Ziggo's financial risk profile, given the favorable effects of
the IPO-related conversion of all shareholder loans into common
equity. Also, we see increased financial policy predictability
arising from management's target of a net debt-to-EBITDA ratio of
about 3.5x, which we estimate would result in a Standard &
Poor's-adjusted ratio of about 3.8x," S&P said.

"Previously, our main adjustment to Ziggo's debt consisted of the
addition of shareholder loans of EUR2.281 billion (including
accrued interest) to reported financial debt. On a pro forma
basis excluding those shareholder loans, Standard & Poor's-
adjusted debt to EBITDA ratio was 4x, versus more than 6x
including them," S&P said.

"We have consequently revised our assessment of the group's
financial risk profile to 'aggressive' from 'highly leveraged,'
as our criteria define these terms," S&P said.

"For the next two years, we foresee robust free cash flow
generation of EUR300 million-EUR350 million annually. However, we
think that Ziggo will likely distribute a large part of free cash
flows to shareholders, which would result in a Standard & Poor's-
adjusted debt-to-EBITDA ratio that would likely hover at about
3.8x," S&P said.

"We assess the group's business risk profile as 'satisfactory,'
reflecting its highly attractive domestic market, solid track
record, and the company's strong and established competitive
position in the Dutch pay-TV and fixed-line markets, resulting in
strong and consistent generation of free cash flows. We think
that Ziggo will continue to post industry-leading operating cash
flow (EBITDA minus fixed outlays) in the future, leveraging its
wealthy and densely populated service area as well as a state of
the art fully EuroDOCSIS (Data Over Cable Service Interface
Specification) 3.0 hybrid fiber-coaxial network," S&P said.

"Ziggo's large domestic competitor Koninklijke KPN N.V.
(BBB/Stable/A-2) is deploying other competing technologies such
as VDSL (Very high speed digital subscriber line) and fiber-to-
the-home (FttH), which could slow revenue growth prospects to the
low single digits, from the mid-digits to the high digits of the
recent past. That said, Ziggo will likely retain a competitive
edge for some time, which could allow the company to possibly
further gain market share in a highly penetrated, but still
somewhat growing, fixed broadband market," S&P said.

"The stable outlook reflects our belief that Ziggo will maintain
its solid market positions in the future, consistently generate
robust free cash flows, and will not deviate from its stated
financial policy guidelines. We base the ratings on our
expectation that Standard & Poor's-adjusted debt to EBITDA will
remain below 4x, free cash flow to debt at about 10%, and EBITDA
interest cover higher than 4x," S&P said.

"Rating downside could occur in case of a more aggressive
financial policy than we expect. Rating upside seems remote at
this stage, given the combination of continued private equity
sponsor control and our view of a related aggressive financial
policy, including management's target for debt leverage," S&P
said.


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


OCRAM TELEVIZIUNE: Bucharest Court Approves Insolvency Bid
----------------------------------------------------------
Romania Business Insider reports that Romanian TV station OTV,
owned by businessman Dan Diaconescu, went insolvent after the
Bucharest Court approved on March 28 the request of Mamitzu
Production SRL.

In November 2011, the report recalls, Mamitzu Production
requested the Bucharest Court to start the insolvency procedures
for the company Ocram Televiziune SRL, which holds OTV's
audiovisual license.

Romanian businessman Dan Diaconescu is the main shareholder in
Ocram Televiziune -- with 80.1 percent, while GMG Media Box SA
holds the rest of 19.9 percent, the report discloses.

The court also decided to temporarily name ACSIS SOLV IPURL as
judicial administrator for a monthly retribution of RON2,000,
without VAT, the report discloses citing data published on the
court's website.

According to the Insider, the decision comes after the National
Audiovisual Council in Romania (CNA) canceled the audiovisual
license for OTV, as the TV station continuously runs political
advertising for the party Partidul Poporului (the People's
Party), created and run by the Mr. Diaconescu.  The TV station
will only be allowed to broadcast until September 28 this year.
Its license would have expired on April 1, 2013.


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


ALL SAINTS: Goode Sells Stake in Firm to Lion Capital
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Goode Partners LLC has sold
its stake in British retailer All Saints to Lion Capital LLP,
following months of disagreements between the firms over how to
deal with the chain's management, a person familiar with the
matter said.

All Saints is a fashion chain.  The business was established in
1994 and best known for its distinctive stores decked out with
10,000 vintage Singer sewing machines.  It employs 2,000 staff.


CORNERSTONE TITAN: S&P Cuts Rating on Class F Notes to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Cornerstone Titan 2006-1 PLC.

Specifically, S&P has:

* Placed on CreditWatch developing its ratings on the class A,
   B, and C notes;

* Lowered its ratings on the class D, E, and F notes, and placed
   on CreditWatch negative our rating on the class D notes; and

* Affirmed its ratings on the class G, H, and J notes.

Cornerstone Titan 2006-1 closed in July 2006. The notes are
secured against six loans, originated by Credit Suisse AG and
Capmark Bank Europe PLC, backed by properties in the U.K. The
Woolgate Exchange loan (the largest in the pool, comprising 57%
of the remaining balance) and Lloyd's Chamber loan (second-
largest, 19%) have matured and are in special servicing. A
repayment of the Woolgate Exchange loan may be imminent, as the
property is in the process of being sold. The remaining loans are
scheduled to mature this year and in 2013. The note maturity date
is in April 2015.

"The rating actions are largely driven by the pending sale of the
property backing the Woolgate Exchange loan, and our view of the
risk of losses on the Lloyd's Chamber loan,: S&P said.

               WOOLGATE EXCHANGE (55% OF THE POOL)

"The Woolgate Exchange senior loan balance is GBP234 million, and
the whole-loan balance is GBP270 million. It is in special
servicing after failing to pay at its maturity date in October
2011. We understand that the property has been marketed for sale
since late 2011 and that the borrower has recently accepted a
purchase offer. We do not know the conditions of the sale," S&P
said.

"The loan is backed by a single property let to a single tenant.
The property is a landmark office building, built in 2000 in the
central core market of the City of London. The property,
comprising 351,263 sq ft of lettable space, is let entirely to a
subsidiary of West LB AG (BBB/Stable/A-2) for a term expiring in
December 2020, with no break clauses. WestLB has guaranteed all
obligations of the tenant under the lease and has upward-only
reviews every five years, the most recent one having taken place
in 2010. The latest reported net operating income (as of July
2011) was GBP17.3 million per year, or approximately GBP53 per sq
ft. This is broadly in line with prime City of London office
rents, which average GBP55 per sq ft.," S&P said.

"In February, we received a special notice stating that receivers
had been appointed to expedite the workout process and to accept
the outstanding purchase offer. Discussions with the prospective
purchaser are ongoing. A sale of the property would see the
proceeds applied sequentially to pay down the class A notes," S&P
said.

                LLOYD'S CHAMBER (19% OF THE POOL)

"The Lloyd's Chamber secured loan balance is GBP79 million. There
is also a junior loan of GBP8.3 million, which is outside the
transaction. The loan matured in October 2011 and is in special
servicing after failing to repay. The reported whole-loan loan-
to-value ratio is 81%, according to the most recent servicer
report for the quarter ending Jan. 23, 2012. The reported loan
interest coverage ratio is 1.82x," S&P said.

"The loan is backed by one office property, comprising
approximately 193,000 sq ft of lettable space on the eastern
fringe of the City of London, near the Tower Gateway Docklands
Light Railway station and behind the Tower Hill London
Underground station. This aged property (completed in 1983) may
need significant refurbishment and is currently being marketed
for sale," S&P said.

"It has an annual rent of GBP7.1 million and is let entirely to
AON Holding UK Ltd., a subsidiary of AON Corp. (BBB+/Stable/A-2),
for a term expiring in June 2018, with no break clauses. AON
Holding UK has since relocated to Devonshire Square and sublet
most of the space to Hermes Pensions Management. Otherwise, there
has been no change in the lease or tenant profile since closing,"
S&P said.

"We understand that the subletting may be at lower rents than the
headline number. Furthermore, given the property's condition and
the current excess supply in City of London office availability,
we consider that the property would achieve lower rents if it
were vacant," S&P said.

"We have considered the following workout scenarios for the
property," S&P said, including:

* The special servicer could maintain the building and sell "as
   is' with the in-place tenant,

* The special servicer could refurbish and sell the property, or

* The special servicer could change it to a residential property
   and then sell it.

"The last two options above would likely require breaking the
lease and taking vacant possession of the property. In the case
of the first workout option, we consider that the cash flows in
place, backed by a strongly rated tenant in the medium term, has
value: A buyer would benefit from GBP7.1 million in net operating
income from an investment-grade tenant for six years. Therefore,
a buyer purchasing 'as is' would likely price this cash flow
backed by an investment-grade corporate entity and add it to the
vacant possession valuation of the property (which is based on
its ability to attract and generate rental income at current
market rents), and pursue one of the strategies above upon lease
expiry. Nonetheless, whatever route is followed, we anticipate
losses on the loan," S&P said.

                       REMAINING LOANS

"The remaining loans in the transaction are backed by properties
throughout the U.K. We have reviewed each loan based on data
reported by the servicer Capita Asset Services (Ireland) Ltd.
They range in size from GBP3.8 million to GBP49.7 million, and
have maturity profiles ranging from 2012 to 2013. They generally
have good credit quality, in our view, as they are moderately
leveraged and backed by a combination of long leases, strong
tenants, and good locations," S&P said.

* "The Argos loan matures in January 2013 and is secured against
   a 661,652 sq ft warehouse/distribution center in Bedford near
   London. The reported securitized loan balance is GBP49.7
   million (down from GBP50.9 million at closing). Given its
   strategic location and its recent completion in 2002, the
   property is generally understood to be of good quality. In our
   view, principal losses could arise in this loan," S&P said.

* "The Impact Portoflio loan matures in January 2013 and is
   secured against a portfolio of 16 office, retail, and
   industrial properties across the U.K. The reported loan
   balance is GBP14.6 million (down from GBP38.4 million at
   closing). We do not anticipate losses on this loan, given its
   low leverage," S&P said.

* "The Craven Hill loan matures in March 2013 and is secured
   against a single office property in Bayswater, west London.
   The property is let entirely to a single tenant under a lease
   that expires just more than two years after loan maturity. The
   reported loan balance is GBP3.8 million (unchanged since
   closing). We do not anticipate losses on this loan, given its
   low leverage and the location of the property backing it," S&P
   said.

* "The Capital House loan matures in July 2012. It is secured
   against a multitenant office/retail building at the corner of
   Edgware Road and Marylebone Road in the West End of London.
   The reported loan balance is GBP38 million (down from GBP41.06
   million at closing). The property is anchored on the ground
   floor by retailer Marks & Spencer, and about half of the rent
   received is from investment-grade tenants. We do not
   anticipate losses on this loan, given its low leverage and
   attractiveness of the property backing it," S&P said.

                      COUNTERPARTY RISK

"On June 27, 2011, we lowered our ratings on the class A and B
notes in Cornerstone Titan 2006-1 for counterparty reasons,
associated with the swap arrangements," S&P said.

"Although the rating actions were driven by credit reasons, we
note that the maximum rating achievable for this transaction
under our counterparty criteria is one notch above our long-term
rating on the swap provider, Credit Suisse International
(A+/Negative/A-1). This is because the swap documentation
requires the use of commercially reasonable efforts for the swap
counterparty to replace itself upon certain termination events.
However, there is no additional termination event for failure to
replace. Therefore, under our 2010 counterparty criteria, the
maximum rating achievable in this transaction is 'AA- (sf)',
given the current swap arrangements," S&P said.

                         RATING ACTIONS

"The downgrades reflect our view of the reduced creditworthiness
of the underlying loan portfolio--principally our revised
recovery expectation for the Lloyd's Chamber loan," S&P said.

"We now rate the class E and F notes at 'B- (sf)' and 'CCC (sf),
to reflect our view that principal losses are likely. Our 'CCC
(sf)' rating on the class F notes reflects our view that losses
(as a result of the Lloyd's Chamber loan) could be imminent. We
have lowered our rating on the class D notes by one notch to 'BB-
(sf)'. If the sale of the Woolgate Exchange property does not
materialize, the rating on this class could be lowered.
Accordingly, we have placed that rating on CreditWatch negative,"
S&P said.

"We have placed our ratings ('A+ (sf)', 'BBB (sf)', and 'BB+
(sf)') on the top three classes of notes (classes A, B, and C) on
CreditWatch developing, because a repayment of the Woolgate
Exchange loan would have a material impact on the credit
enhancement available to these classes of notes. In such a
scenario, we would likely raise our ratings on these classes of
notes," S&P said.

"We have affirmed our 'D (sf)' ratings on the class G, H, and J
notes because they have suffered principal and interest
shortfalls," S&P said.

         POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

"We have taken the rating actions based on our criteria for
rating European commercial mortgage-backed securities (CMBS).
However, these criteria are under review," S&P said.

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

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and surveil these transactions
using our existing criteria," 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

Cornerstone Titan 2006-1 PLC
GBP564.266 Million Commercial Mortgage-Backed Floating-Rate Notes

Ratings Placed on CreditWatch Developing

A      A+ (sf)/Watch Dev       A+ (sf)
B      BBB (sf)/Watch Dev      BBB (sf)
C      BB+ (sf)/Watch Dev      BB+ (sf)

Rating Lowered and Placed on CreditWatch Negative

D      BB- (sf)/Watch Neg      BB (sf)

Ratings Lowered

E      B- (sf)                 BB- (sf)
F      CCC (sf)                B (sf)

Ratings Affirmed

G      D (sf)
H      D (sf)
J      D (sf)


EUROCASTLE II: S&P Withdraws 'D' Ratings on Twelve Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Eurocastle CDO II PLC and Eurocastle CDO III PLC.

Specifically, S&P has:

* "Lowered to 'D (sf)' and removed from CreditWatch negative our
   ratings on Eurocastle CDO II's class A-1, A-2, and B notes. We
   subsequently withdrew these ratings," S&P said.

* "Lowered to 'D (sf)' our ratings on Eurocastle CDO II's class
   C, D, and E notes. We subsequently withdrew these ratings,"
   S&P said.

* "Lowered to 'D (sf)' and removed from CreditWatch negative our
   ratings on Eurocastle CDO III's class A-1, A-2, B, C, D, and E
   notes. We subsequently withdrew these ratings," S&P said.

"The rating actions follow the restructuring of these
transactions in September 2011. According to the documentation
executed in line with the restructuring, Barclays Bank PLC as
holder of the senior most class A-1 and A-2 notes in both
transactions, has directed and agreed to the amendments," S&P
said.

The restructuring of both transactions consisted of various
aspects, including the sale of a substantial portion of the
issuer's portfolio, an amendment to the terms and conditions of
the notes, and changes to the original cash flow mechanics.

"On Dec. 23, 2011, we placed on CreditWatch negative our ratings
on Eurocastle CDO II's class A-1, A-2, and B notes. We also
placed on CreditWatch Negative our ratings on Eurocastle CDO
III's class A-1, A-2, B, C, D, and E notes," S&P said.

"According to the information we received, both issuers have sold
a substantial portion of their assets at a price of below par in
October and November 2011. The total portions sold an amount of
about 94% of the remaining portfolio as of September 2011 for
Eurocastle CDO II, and 70% of the remaining portfolio as of
September 2011 for Eurocastle CDO III. Each of the issuers then
used the sale proceeds to partially repay the respective class A-
1 notes," S&P said.

"In addition, the original note terms and conditions in both
transactions have been amended. Under the amended terms, the
class A-1 and A-2 senior notes in both transactions are due
interest on a payment date only to the extent that the remaining
portfolio has generated sufficient interest income. Accordingly,
the revised documentation states that any interest that is not
paid to the class A-1 and A-2 notes in both transactions out of
the interest proceeds is deemed to be fully discharged.
Therefore, under the revised terms, such a non-payment would not
constitute an event of default under the notes. As such, the
original promise to pay timely interest on these classes of notes
has been amended," S&P said.

"At the same time, in both transactions, the below par asset sale
means that the notional amount of the remaining portfolio that
the issuer still owns is below the principal amount outstanding
of the class A-1 and A-2 notes," S&P said.

"Moreover, under the revised terms, any amount due under the
priority of payments to the class B, C, D, and E notes in both
transactions is dependent on the performance of the entire asset
pool (including the portion of the assets sold), as well as the
performance of Barclays Bank. In this context, in order to
determine when and if any amounts are payable to the class B, C,
D and E notes, the senior and mezzanine coverage tests are
calculated on the basis of the entire asset pool, including the
assets sold," S&P said.

"Furthermore, according to the documentation we received, in
cases where the issuer has insufficient funds available from the
remaining portfolio to pay amounts due under the priority of
payments to the class B, C, D, and E notes in both transactions,
Barclays Bank will pay the corresponding shortfall into the
issuer's principal account. The issuer will then apply the amount
received from Barclays Bank according to its principal priority
of payments. In this respect, the original principal priority of
payments has been amended: Amounts paid by Barclays Bank in this
context are not used to pay any amounts to the class A-1 and A-2
notes in both transactions," S&P said.

"We currently do not receive information on the performance of
the assets that the issuer has sold," S&P said.

"As a consequence of these developments, we lowered to 'D (sf)'
and withdrew our ratings on all of the classes of notes in both
transactions," S&P said.

"Eurocastle CDO II and Eurocastle CDO III are cash flow
collateralized debt obligations (CDOs) of mezzanine structured
finance securities that closed in 2005. Eurocastle CDO II invests
primarily in sterling-denominated securities, and Eurocastle CDO
III primarily in euro-denominated securities. Both transactions
are managed by Fortress Investment Group LLC," 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

                 Rating
Class       To            From

Ratings Lowered and Withdrawn

Eurocastle CDO II PLC
GBP295.8 Million Senior and Mezzanine Deferrable-Interest Fixed-
And Floating-Rate Notes

C         D (sf)         CCC- (sf)
          NR)            CCC- (sf)
D         D (sf)         CC (sf)
          NR             CCC- (sf)
E         D (sf)         CC (sf)
          NR             CCC- (sf)

Ratings Lowered and Removed From CreditWatch Negative; Ratings
Subsequently Withdrawn

Eurocastle CDO II PLC
GBP295.8 Million Senior and Mezzanine Deferrable-Interest Fixed-
And Floating-Rate Notes


A-1       D (sf)         AA- (sf)/Watch Neg
          NR             AA- (sf)/Watch Neg
A-2       D (sf)         BB+ (sf)/Watch Neg
          NR             BB+ (sf)/Watch Neg
B         D (sf)         CCC+ (sf)/Watch Neg
          NR             CCC+ (sf)/Watch Neg

Eurocastle CDO III PLC
EUR736 Million Senior and Mezzanine Deferrable-Interest Floating-
Rate Notes

A-1       D (sf)         AAA (sf)/Watch Neg
          NR             AAA (sf)/Watch Neg
A-2       D (sf)         AA+ (sf)/Watch Neg
          NR             AA+ (sf)/Watch Neg
B         D (sf)         A- (sf)/Watch Neg
          NR             A- (sf)/Watch Neg
C         D (sf)         BBB+ (sf)/Watch Neg
          NR             BBB+ (sf)/Watch Neg
D         D (sf)         BBB-(sf)/Watch Neg
          NR             BBB-(sf)/Watch Neg
E         D (sf)         BB (sf)/Watch Neg
          NR             BB (sf)/Watch Neg


FOXTONS: BC Partners Poised to Buy Back Firm From Lenders
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that BC Partners is set to
regain ownership of U.K. estate agency Foxtons just over two
years after the company's lenders seized majority control in a
debt restructuring, a person familiar with the situation said.

Foxtons is a London and Surrey estate agent.  It was founded by
Jon Hunt in 1981.

BC Partners, a private equity group, acquired Foxtons from Jon
Hunt for as much as GBP360 million (US$574 million) in May 2007.

As reported in the Troubled Company Reporter on Jan. 11, 2010, as
part of a restructuring deal, BC Partners agreed to give up
control of Foxtons in favor of the company's lenders.  BC
Partners agreed to a refinancing deal that will halve the agent's
debt in return for giving its lenders a majority stake.


HOTEL SOLUTIONS: Bought Out of Administration; 1,100 Jobs Saved
---------------------------------------------------------------
Accountancy Live reports that Hotel Solutions has been bought out
of administration in a deal that will ensure the safety of 1,100
jobs at the catering and cleaning business, but its sister
company is forced to close with all 156 staff made redundant.

The sale, arranged by the company's administrator, FRP Advisory,
will see Housekeeping Solutions take ownership of the business
for an undisclosed price, less than seven days after going into
administration, Accountancy Live discloses.

When initially appointed administrator, FRP Advisory had
announced the intention to sell the company as a going concern
and the firm's partner and joint administrator Jason Baker, as
cited by Accountancy Live, said: "Due to the pressure of the
month end payroll we had a very limited time to achieve a sale.
In our view this is an exceptional result for the business, its
customers and its employees because the alternative would have
been a shutdown and closure, almost certainly this week."

Hotel Solutions had outstanding debts of around GBP2 million to
HMRC, among other creditors when, along with Totally Clean
Solution, it went into administration, Accountancy Live notes.

According to Accountancy Live, a statement issued by FRP
Advisory, said: "With no funds and very limited assets, we were
no longer in a position to continue to trade Totally Clean
Solution.  Unfortunately, no buyer of the company was found and,
regrettably, we were forced to begin the shutdown process, with
all 156 employees made redundant with immediate effect."

Hotel Solutions is a hotel services company.


ITV PLC: S&P Lifts Corp. Credit Rating to 'BB+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'BB+' from 'BB' its
long-term corporate credit rating on U.K. broadcaster ITV PLC.
"We affirmed the 'B' short-term corporate credit rating," S&P
said.

"At the same time, we raised to 'BB+' from 'BB' the issue rating
on all of ITV's senior unsecured debt. The recovery rating on all
ITV's bonds is unchanged at '3', indicating our expectation of
meaningful (50%-70%) recovery for unsecured creditors in the
event of a payment default," S&P said.

"The rating action reflects ITV's improved credit metrics on the
back of a stable U.K. TV advertising market in 2011 (up 0.7%),
solid trend in non-advertising revenues (up 11%), and ongoing
attention to cost discipline. The rating action also recognizes
the company's 'strong' liquidity, supported by a sizable cash
balance, and ITV's significant effort to strengthen its balance
sheet," S&P said.

"Total revenues increased by 4% in 2011, mainly driven by the
sound performance of the online, video on demand (VOD), and ITV
Studio divisions. The group EBITA grew to GBP462 million,
corresponding to a 21.6% margin, up from 19.8% reported in 2010,
owing to top-line growth and further cost savings delivered
in the year. As a result, ITV's leverage, as adjusted by Standard
and Poor's, dropped to 2.3x in 2011 from 3.3x the previous year,
which we consider quite modest for the rating category," S&P
said.

"Moreover, we factor into our rating action the company's prudent
financial policy that led to GBP340 million of debt reduction and
limited dividend payments aimed at retaining financial
flexibility and strong liquidity," S&P said.

"We expect that ITV will likely build up additional headroom at
the current rating in 2012, given our base-case assumption of
further growth in revenues and EBITDA, albeit at a moderate
pace," S&P said.

"Under our base-case scenario of low single-digit growth in the
U.K. advertising market in 2012, we anticipate that ITV will
report mid-single-digit growth in revenues and a stable EBITDA
margin. We assume that revenue growth will stem primarily from
non-advertising, while we anticipate flat advertising revenues at
this stage given the uncertain economic outlook. As a result, we
anticipate that leverage -- as adjusted for operating leases,
pension obligations, and GBP250 million of what we consider to be
excess cash -- will decline toward 2.0x by the end of 2012," S&P
said.

"The stable outlook reflects our view that ITV's credit metrics
will likely remain commensurate with the current ratings, based
on low single-digit growth in its revenues and stable EBITDA
margin. The stable outlook assumes that ITV will retain financial
flexibility through a moderate financial policy on acquisitions
and shareholder remuneration. We view a ratio of adjusted debt to
EBITDA of about 2.5x and an adjusted ratio of FOCF to debt in
excess of 10% on a sustainable basis as adequate for the current
rating," S&P said.


JJB SPORTS: In Funding Talks with Potential Strategic Partner
-------------------------------------------------------------
The Scotsman reports that JJB Sports confirmed it was involved in
funding talks with a potential strategic partner.

According to the Scotsman, the firm, which counts Bill Gates
among its key shareholders, said "constructive discussions" about
raising additional financing involved other stakeholders and its
lending bank, although it did not name the parties involved.

JJB, which nearly went bust last year, issued a statement on the
fundraising in the wake of speculation regarding a potential
offer for the chain, the Scotsman relates.

The company, which now has 195 sites after closing a number of
unprofitable stores, was last year forced to secure GBP96.5
million in a rescue deal involving major shareholders including
the Bill and Melinda Gates Foundation, the Scotsman recounts.

However, the company has already warned that its recovery could
take up to five years, with the scale of the turnaround set to be
highlighted in forthcoming full-year results showing annual
losses of GBP60 million, the Scotsman notes.

Its problems have stemmed from stock supply issues and intense
competition, including from rival Sports Direct International,
which said it was not involved in any discussions with JJB, the
Scotsman states.

JJB Sports plc is a sports retailer supplying branded sports and
leisure clothing, footwear and accessories.  JJB Sports is a high
street sports retailer, with 250 stores in the United Kingdom and
Eire.  It provides a range of products covering United Kingdom
sports.  The Company stocks all its sports brands, supported by
its own-brand and exclusive ranges.  The Company's segment
includes the Company's retail operations, including any retail
stores, which are attached to fitness clubs.  The Company
operates in two geographic segments: the United Kingdom and Eire.
The Company's subsidiaries include Blane Leisure Limited, Sports
Division (Eireann) Limited, Golf TV Limited, TV Sports Shop
Limited, Original Shoe Company Limited and Qubefootwear Limited.
The Company sold its fitness club operations on March 25, 2009.


MONEY PARTNERS: S&P Lowers Rating on Class B2 Notes to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on Money Partners Securities 4 PLC's notes.

Specifically, S&P:

- has affirmed and removed from CreditWatch negative its ratings
   on the class A1a, A1b, M1a, and M1b notes; and

- has lowered and removed from CreditWatch negative its ratings
   on the class M2a, M2b, B1a, B1b, and B2 notes.

"The rating actions follow our credit and cash flow analysis of
the most recent transaction information that we have received for
Money Partners Securities 4 (December 2011). Our analysis
reflects our recently published U.K. residential mortgage-backed
securities (RMBS) criteria, among others," S&P said.

"We placed these notes on CreditWatch negative in December 2011,
following the release of our updated U.K. RMBS criteria," S&P
said.

"In our analysis of this transaction, our updated credit
adjustments give rise to a lower weighted-average foreclosure
frequency, but a higher weighted-average loss severity due to an
increase in our market value decline assumptions. Overall, this
leads to an increase in our required credit enhancement at each
rating level, as per our updated U.K. RMBS criteria," S&P said.

"The performance of the transaction in terms of delinquencies has
deteriorated slightly since our last review, although credit
enhancement has increased for all classes of notes due to the
deleveraging of the transaction. The reserve fund has topped up
to its required amount and there is excess spread in the
transaction," S&P said.

"Our ratings on the class A1 and M1 notes are linked to the
issuer credit rating of the cross-currency swap provider, The
Royal Bank of Scotland PLC (A/Stable/A-1), plus one notch," S&P
said.

"We have lowered to 'BBB (sf)' and removed from CreditWatch
negative our ratings on the class M2a and M2b notes, and lowered
to 'BB- (sf)' and removed from CreditWatch negative our ratings
on the class B1a and B1b notes, following our updated cash flow
analysis," S&P said.

"Based on our credit and cash flow analysis, along with the
recent performance of the transaction, we have lowered to 'B-
(sf)' and removed from CreditWatch negative our rating on the
class B2 notes. This tranche does not pass our cash flow stress
scenario at a 'B' level, however, and in our view there is a low
risk of default in the near term," S&P said.

                        CREDIT STABILITY

"We also consider credit stability in our analysis, to determine
whether or not an issuer or security has a high likelihood of
experiencing adverse changes in the credit quality of its pool
when moderate stresses are applied. However, the scenarios that
we have considered under moderate stress conditions did not
result in the ratings deteriorating below the maximum projected
deterioration that we would associate with each relevant rating
level, as outlined in our credit stability criteria," S&P said.

"We expect severe arrears to remain at their current levels, as
there are a number of downside risks for nonconforming borrowers.
These include inflation, weak economic growth, high unemployment,
and fiscal tightening. On the positive side, we expect interest
rates to remain low for the foreseeable future," S&P said.

Money Partners Securities 4 is backed by nonconforming U.K.
residential mortgages originated by Money Partners Ltd. and Money
Partners Loans Ltd.

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

   http://standardandpoorsdisclosure-17g7.com/1111517.pdf


RATINGS LIST

Class                  Rating
               To                  From

Money Partners Securities 4 PLC
GBP351.75 Million and EUR388.95 Million
Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

M2a            BBB (sf)            A- (sf)/Watch Neg
M2b            BBB (sf)            A- (sf)/Watch Neg
B1a            BB- (sf)            BB+ (sf)/Watch Neg
B1b            BB- (sf)            BB+ (sf)/Watch Neg
B2             B- (sf)             B (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

A1a            A+ (sf)             A+ (sf)/Watch Neg
A1b            A+ (sf)             A+ (sf)/Watch Neg
M1a            A+ (sf)             A+ (sf)/Watch Neg
M1b            A+ (sf)             A+ (sf)/Watch Neg


OXYGEN CREATIVE: Inability to Pay Debts Prompts Liquidation
-----------------------------------------------------------
The Drum reports that Oxygen Creative Solutions is seeking to
place the company into creditors' voluntary liquidation.

The Drum relates that the agency, founded in 2004, appointed
Begbies Traynor to assist them, 'as they have concluded that the
company is unable to pay its debts.'

A meeting will take place on April 18, where creditors can
question at least one director on the company's affairs and the
appointment of joint liquidators and a liquidation committee, the
report notes.

Oxygen Creative Solutions is a Nottingham-based graphic design
agency.


PERSEUS PLC: Fitch Downgrades Rating on Class D Notes to 'Csf'
--------------------------------------------------------------
Fitch Ratings has affirmed Perseus (European Loan Conduit No. 22)
plc's class A2 and A3 notes and downgraded the class B, C and D
notes as follows:

  -- GBP16.3m Class A2 (XS0238677883) affirmed at 'AAAsf';
     Outlook Stable

  -- GBP43.9m Class A3 (XS0238678428) affirmed at 'AAAsf';
     Outlook Stable

  -- GBP 44.1m Class B (XS0235326039) downgraded to 'BBBsf' from
     'Asf'; Outlook Negative

  -- GBP15.8m Class C (XS0235326203) downgraded to 'CCCsf' from
     'BBsf'; Recovery Estimate RE80%

  -- GBP4.7m Class D (XS0235326542) downgraded to 'Csf' from
     'Bsf'; RE0%

The affirmation of the Class A notes reflects the stable
performance of the two remaining loans, the Yate Shopping Centre
(GBP64 million) and the Mapeley Columbus (GBP38.2 million).  It
also incorporates the expected principal payment from the
resolved GBP21.9 million Major Belle loan.  An estimated GBP3.2
million loss is expected to result in a matching non-accruing
interest (NAI) amount allocated to the Class D notes, driving
their downgrade to 'Csf'.  The resulting loss of subordination
exposes primarily the Class C and B notes to future losses,
contributing to their downgrades.

The last remaining asset securing the Major Belle loan was sold
in February 2012.  The net sales price of 18.7m was insufficient
to repay the loan in full.  The NAI amount on the class D notes
may subsequently be revised as the receiver expects further
recoveries from the sale during the next few months.

The Mapeley loan has reported loan-to-value (LTV) ratios of 35.3%
and 55.6% for the securitized A-note and the whole loan,
respectively.  Given the latest valuation date in June 2005,
Fitch expects the current leverage to be significantly higher, at
63% and 100%, respectively.  The vacancy rate has increased
slightly since the last rating action in April 2011, to 23.8%
from 21.8%.

The Yate Shopping Centre loan remains in breach of its LTV
covenant (set at 80%) with reported leverage of 82.3% in January
2012.  All surplus cash is being trapped as a result, with the
(ICR) at 1.8x and 1.2x for the securitized A-note and the whole
loan, respectively.  The balance of the cash trap escrow account
stood at GBP2.8 million in January 2012.  At the same time, the
vacancy rate has remained largely unchanged since the last rating
action albeit at a relatively high level (at 14.5%).

Both remaining loans will mature in July 2012.  Due to its lower
leverage and higher current interest coverage ratio (at 11.6x in
January 2012, compared to Yate's 1.8x), Fitch believes that the
Mapeley loan's refinancing prospects are better.  However, a
number of other Mapeley loans need to be refinanced or unwound in
other CMBS transactions, making it uncertain whether the sponsor
would be inclined and able to support all the loans with equity
if so required at their maturity dates.


PRIORY GROUP: Fitch Affirms Issuer Default Rating at 'B+'
---------------------------------------------------------
Fitch Ratings has affirmed Priory Group No. 3 plc's Issuer
Default Rating (IDR) at 'B+' and revised the Outlook to Negative
from Stable.  Fitch has also affirmed Priory Group No. 3 plc 's
super senior revolving credit facility (RCF) and senior secured
notes at 'BB+'/'RR1' and the senior notes at 'BB'/'RR2'.

Priory Group No. 3 plc is the holding company of UK-based high-
acuity mental health care, specialist care, specialist education
and elderly care services provider Priory Investment Holdings
Limited (Priory).

"Although a slower than expected reduction in net debt was seen
in 2011, Fitch expects the group to pursue mainly organic growth
so that a reduction in net debt is achieved over the next few
years" says Britta Holt, a Director in Fitch's Corporate team.
'A downgrade will be considered as a result of a lower than
expected revenue and margin pick-up leading to the conclusion
that net debt/EBITDA below 5.5x and EBITDA/interest cover above
2.1x is unachievable by 2014', adds Ms. Holt.

The slower than expected reduction in net debt in 2011 was mainly
a result of the short-lived repatriation of patients from
Priory's secure units to the NHS before the healthcare reform
begins in April 2013.  Fitch expects the repatriation to slow
down in 2012 and early 2013.

The ratings are supported by Priory's leading market positioning
in the relatively stable private UK mental health market, its
strong reputation among customers and commissioners as well as by
its excellent profitability and solid cash flow generation.  Due
to its strong focus on high acuity patients the group is somewhat
protected from the potential detrimental impact of cost- cutting
measures initiated by the NHS.

Negative rating factors include the group's high leverage, its
exposure to budget pressure in the NHS which might prove
detrimental in terms of fee negotiation over the coming years and
the -- albeit limited -- execution risk inherent in the group's
expansion plans.

Fitch expects Priory's future sales growth to be driven mostly by
the healthcare division and the older people division.  From 2012
to 2014 investment capex (including refurbishment capex,
development capex and capex for acquisitions) is estimated by
management to total about GBP155 million, an increase of GBP57
million compared to the plan in April 2011, much related to the
Craegmoor acquisition in April 2011.  The execution risk is
considered by Fitch to be low, as the management team has
experience in the areas where expansion is being planned.

Priory's business model is capable of delivering solid cash flow
generation given low working capital requirements and high EBITDA
margins. Although a significant portion of the operating cash
flow will be used for capex requirements, free cash flow (FCF) is
expected to be positive over the next few years.

The company has a significant asset base through its ownership of
the majority of its properties used (combined market value of
about GBP1.3 billion as of April 2011).  This supports the 'RR1'
recovery rating on the super senior RCF and senior secured notes
which reflects strong expected recoveries (91%-100%) in a default
scenario.  The 'RR2' recovery rating on the senior notes reflects
higher-than-average recovery expectations (71%-90%).


ROCKINGHAM RETIREMENT: Parent Blames Liquidation on ARM Collapse
----------------------------------------------------------------
Citywire.co.uk reports that Rockingham Independent Limited has
blamed its liquidation on the collapse of troubled life
settlement fund ARM Asset Backed Securities.

Citywire.co.uk relates that Rockingham said in its statement of
affairs filed with Companies House that the company's failure was
'entirely' down to ARM.

Rockingham explained that it had offered investors the choice of
buying into the 10 year ARM Assured Income Plan as part of its
Retirement Income Triple Investment Account (Rita) but expressed
regret at allowing investors limitless investment into the fund,
Citywire.co.uk relays.

According to the report, the company, whose advice arm is
Rockingham Retirement, fell into liquidation last month, said the
ARM bond contained no guarantees and at the time was 'considered
to be only moderately cautious risk.'

The report says the concept of Rockingham's Rita product was that
customers could split their investment three ways 'tailoring it
to their specific needs and spreading any risk', by accessing
three investments through a Sipp.

The investments included the Prudential With-Profit Trustee
Investment Plan, the Met Life Guaranteed Investment Bond, and the
ARM Assured Income Plan, the report discloses.

Rockingham placed around 800 clients in ARM, some of whom have
lodged complaints against the firm, which could in turn fall on
the Financial Services Compensation Scheme, if the scheme deems
Rockingham to have fallen into default, Citywire.co.uk reports.

Rockingham Independent Limited is a Peterborough-based retirement
specialist.


SCOTSPEED: Faces Liquidation Over Unpaid Taxes
----------------------------------------------
Dumfries Standard reports that motorcycle business Scotspeed is
fighting liquidation proceedings.

Ian Metcalfe, a director of Scotspeed in Nith Place, told the
Standard he is currently raising GBP74,000 for an unpaid VAT bill
which is at the centre of court action by Her Majesty's Revenue
and Customs.

The business, which has been in the town for more than 30 years,
became unable to pay the bill after they were "underpaid" an
insurance claim following flooding damage from the River Nith in
November 2009, according to the report.

"This bill is from the 2009/10 year. We had a half a million of
damage in the flooding but were underpaid by the insurance
company," the Standard quotes Mr. Metclafe as saying.

Citing a petition submitted to Dumfries Sheriff Court, the
Standard says HMRC wants Scotspeed to be wound up and a
liquidator appointed.

The company has eight days to answer the action, a deadline
Mr. Metcalfe says he is planning to meet, the report adds.


* Former Crown Paints Chief Executive Starts Turnaround Firm
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a former partner
at U.K. turnaround firm Endless has teamed up with the former
chief executive of Crown Paints, one of Endless's most high-
profile investments, to launch a turnaround advisory firm as the
industry prepares for a wave of restructuring.


* U.K. Business Failures Poised to Increase, New Survey Shows
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that more U.K.
businesses are expected to fail over the coming 12 months
compared with the previous 12 month period, but firms that are
willing and able to adapt quickly, increase trade with Asia and
promote technology are well placed to take advantage of an
increasing number of growth opportunities, a survey by advisory
firm BDO LLP showed.


* UK: More Football Clubs at Risk of Going Into Administration
--------------------------------------------------------------
Hugh Keevins at DailyRecord.co.uk reports that a new business
survey of Scottish football claims three clubs are at serious
risk of following Rangers into administration.

According to DailyRecord.co.uk, if the cash crisis deepens it
could trigger the ultimate fear -- a domino effect of clubs going
to the wall.

Begbies Traynor's red flag survey of SPL and First and Second
Divisions clubs found that one in eight are showing signs of
corporate distress and poor financial health, DailyRecord.co.uk
discloses.  That's a staggering 12.5% compared to an average of
less than 1% of all UK businesses, DailyRecord.co.uk notes.

The distress signals measured in the survey included clubs with
court actions such as winding-up petitions and writs against
them, serious negative balance sheets and striking off notices
for late filing of accounts, DailyRecord.co.uk says.

Ken Pattullo, group managing partner in Scotland for Begbies
Traynor, as cited by DailyRecord.co.uk, said: "Attendances are at
a low ebb with many cash-strapped fans choosing to follow their
teams on TV rather than forking out up to GBP30 for a seat at a
match.

"We're in danger of seeing a wave of failures in a sector that's
not only a huge employer but a part of the country's social
fabric.

"There's a potential for a domino effect in Scottish football if
the situation deteriorates further.

"In England, the football creditors' rule means that football
debts, which include wages and transfer fees to other clubs,
provide a safety net for football clubs owed money by a club that
goes into administration.

"But there's no such safety net for clubs in Scotland who're owed
money by Rangers or other clubs affected by administration.

"The real issue to tackle is revenue from attendances and the key
to survival for many clubs will be their ability to attract fans
back to help balance the books."


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


* Moody's Says EMEA Corporates' Liquidity Likely to Deteriorate
---------------------------------------------------------------
Liquidity for non-financial corporates in the Europe, Middle East
& Africa (EMEA) region remains fairly solid overall but gradual
deterioration is likely over the year ahead as a result of
sovereign and banking pressures, says Moody's Investors Service
in a Special Comment published on April 3.

" The current stability of EMEA corporates' liquidity reflects
their broadly cautious reaction to the ongoing global financial
and economic crisis, whereby they conserved cash" says Jean-
Michel Carayon, a Moody's Senior Vice President and author of the
report. "At the same time, corporates are finding it more
challenging to access capital markets amid ongoing sovereign debt
stresses."

Bank lending trends show a decline and Moody's believes there is
a risk that lending to EMEA corporates will be further curtailed
as banks seek to restrain the size of their balance sheets,
address asset quality challenges and raise capital ratios. Banks
have not lent the substantial amounts of cash that have been
injected by the European Central Bank (ECB) since December. The
ECB's March monthly bulletin reported that banks expect to
further tighten credit standards over the next few months.

The combination of investors being risk-averse and bank lending
trends have contributed to volatile capital markets. This, in
Moody's view, might increase execution risk for corporates
attempting to refinance at a time when sizeable amounts of debt
are maturing.

Moody's considers that it will be significantly more challenging
for speculative-grade corporates to maintain sound liquidity in
the face of these tighter financing conditions and the weak
business environment.

Over the coming quarters, weakening liquidity may result in more
rating downgrades for EMEA corporates currently rated single B
and below, as a number of borrowers will seek to refinance their
debt. There is increasing potential for liquidity events to
trigger defaults for weak-performing companies that are unable to
obtain affordable refinancing. However, Moody's would expect any
increase in the default rate to be moderate in the year ahead.

While corporates are paying more to renew these facilities and,
in some cases, are accepting their downsizing, most companies
have been able to maintain the same level of facilities, albeit
at higher cost. However, Moody's has seen some instances of
sudden elimination of uncommitted bank facilities and anticipate
a degree of contraction of credit facilities due to banks
exercising caution about lending to riskier companies and bank
considerations about return on capital for loans to stronger
companies.

In this environment, Moody's considers it likely that banks will
use maturity dates and breaches of financial covenants as a basis
to reduce their exposure to some borrowers. This could contribute
to the gradual erosion of the still-strong average liquidity
profile of EMEA non-financial corporates and may lead to a
liquidity crisis for some weaker-performing companies.


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

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

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

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

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

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

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

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

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


                            *********

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

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

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

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


                            *********


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

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

Copyright 2012.  All rights reserved.  ISSN 1529-2754.

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

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

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


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