TCREUR_Public/120420.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Friday, April 20, 2012, Vol. 13, No. 79



AGROKOR DD: Moody's Assigns '(P)B2' Rating to EUR300MM Sr. Notes


AMAGERBANKEN A/S: Former Management Liable for Collapse


DEXIA CREDIT: Moody's Cuts BFSR to 'E'; Outlook Negative


KIRCHMEDIA: Breuer Didn't Pressure Creditor Banks in 2002 Meeting
ODERSUN AG: Preliminary Insolvency Proceedings to Commence
SEB AG: Moody's Issues Summary Credit Opinion


EIRCOM GROUP: High Court Confirms Examiner's Appointment


DOLNOSLASKIE SUROWCE: Declared Bankrupt by Court


MAGNIT OJSC: S&P Assigns 'BB-' Long-Term Corporate Credit Rating


REPSOL YPF: Moody's Reviews Ba1 Pref. Stock Rating for Downgrade
* SPAIN: Surging Bad Loans Spur Doubt on Bank Cleanup Plan

U N I T E D   K I N G D O M

ALPHA TOPCO: Moody's Assigns 'Ba3' CFR; Outlook Stable
EMI GROUP: Two Artists' Unions Back Universal's Proposed Takeover
EMI GROUP: EU Approves Sony's EMI Music Publishing Takeover
GT CONTRACTS: Goes Into Administration, Taps Tait Walker
KEYDATA INVESTMENT: FSA Must Destroy Privileged E-mails

KILLBY & GAYFORD: In Administration, Stops Work on Site
NATURA WORLD: In Receivership, Temporarily Closes Business
O'NEILL CONTRACTS: Sells Skipway for GBP786,000
PIZZA HUT: Irish Franchise Secured by Management Buyout
PLANT & HARVEST: In Administration After 8 Years of Losses

RANGERS FOOTBALL: Bill Ng Frustrated with Creditor Negotiations
RANGERS FOOTBALL: Brian Kennedy Makes Improved Takeover Offer
R&M DELUXE:  In Receivership, Cuts 7 Jobs
STARLIGHT INVESTMENTS: Chapter 15 Case Summary
THPA FINANCE: S&P Lowers Rating on Class C Notes to 'B+'

TRENT CONCRETE: JRL Group Acquires Business Site
WHITEWATER: Goes Into Administration, Hit with Large Tax Bill


* Moody's Says Freight Rates to Remain Under Pressure Until 2013
* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix



AGROKOR DD: Moody's Assigns '(P)B2' Rating to EUR300MM Sr. Notes
Moody's Investors Service has assigned a provisional (P)B2 rating
to the EUR300 million worth of senior notes issued by Agrokor
d.d. due 2019. The outlook on Agrokor's ratings remains stable.

Moody's issues provisional ratings in advance of the final sale
of debt instruments and these ratings reflect the rating agency's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the debt. A definitive
rating may differ from a provisional rating.

The proceeds of the notes will be used to repay indebtedness
under some of Agrokor's short-term bilateral facilities.

Ratings Rationale

"The (P)B2 rating on Agrokor's new senior unsecured notes is at
the same level as the company's corporate family rating and
existing EUR550 million worth of senior unsecured notes," says
Tanya Savkin, a Moody's Vice President -- Senior Analyst. "This
reflects their pari-passu status and the absence of liabilities
ranking ahead of the notes in the company's capital structure."

Moody's notes that, as part of the refinancing, Agrokor has also
renegotiated the covenant levels under its EUR352 million senior
facilities agreement, reducing the minimum coverage ratio to 2.4x
from 2.75x and increasing the maximum leverage level to 4.5x from
4.0x, with subsequent step-downs.

Agrokor has publicly released the financial policy guidelines
established by its Board at the beginning for 2012. Moody's
believes that the policy has positive implications for the
company's ratings. In particular, the policy contains a target
balance-sheet net leverage ratio of between 3.5x and 3.75x, which
implies that the company will deleverage from its current level
via improving profitability, disposing of non-core assets and
businesses and maintaining a prudent capital expenditure policy.

"The refinancing improves the maturity profile of the company and
we expect that it will result in improved covenant headroom,"
explains Ms. Savkin. "However, prior to taking any positive
rating action, we will wait to see evidence that Agrokor has
improved its covenant compliance, deleveraged in accordance with
its financial policy, and refinanced its remaining bank debt due
in 2012-13."

Moody's notes that Agrokor has recently demonstrated solid
financial performance despite a challenging economic environment.
During the 12 months ended December 2011, Agrokor reported year-
on-year growth in sales of 9.6% and growth in EBITDA of 10.7%,
supported by a strong tourist season in Croatia and positive
performance across both the Retailing and Wholesale, and the Food
Manufacturing and Distribution divisions.

Although following the bond issuance Agrokor will have
significantly reduced its short-term liabilities compared with
its long-term debt, Moody's believes the company will still need
to refinance some of its bank loans in 2012-13. Moody's expects
that Agrokor's free cash flow (as defined by the rating agency)
will remain negative and notes that the company continues to rely
on undrawn short-term facilities for its operations. Therefore,
Agrokor's liquidity profile is dependent on the company's ability
to refinance these bank loans in a timely manner, something
Moody's anticipates the company plans to do on a rolling basis."

The stable outlook reflects Moody's expectation that Agrokor will
maintain sound financial metrics despite challenging economic

What Could Change the Rating Up/Down

Moody's could upgrade the rating if (i) improved operational
performance and financial discipline were to lead to covenant
headroom being sustained above 10%, combined with adjusted
debt/EBITDA of around 4.5x; and (ii) Agrokor were to refinance
its remaining near-term debt maturities. Conversely, negative
pressure could arise if Agrokor's adjusted debt/EBITDA were to
move towards 5.25x as a result of a deterioration in the
company's operating performance or debt-financed acquisitions.
Negative rating pressure could also arise if Moody's were to have
any concern about the company's liquidity profile, including the
headroom under its covenants and/or its ability to repay or roll
over in a timely fashion its short-term bank facilities.

Principal Methodology

The principal methodology used in rating Agrokor D.D. was the
Global Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Based in Zagreb, Agrokor is the largest company in the Adria
region, with operations in food and beverages, as well as food
retailing. Beyond Croatia, the company also operates in Serbia,
Bosnia and Herzegovina, Montenegro, Slovenia, Macedonia and


AMAGERBANKEN A/S: Former Management Liable for Collapse
Peter Levring at Bloomberg News reports that Denmark's state
resolution agency said it agreed with a government-appointed
commission's findings that former executives in Amagerbanken A/S
should be held accountable for the regional lender's collapse.

"The Financial Stability Co. has decided that compensation claims
ought to be raised against the former management and board of
Amagerbanken," Bloomberg quotes the agency as saying in an e-
mailed statement on Thursday.

                       About Amagerbanken

Amagerbanken, the 8th largest bank in Denmark, was hit in 2008 by
the financial crisis and needed to refinance it on the market, in
order to balance necessary asset write-downs.  After continuous
unsuccessful efforts to obtain new financing or to find other
solutions, Amagerbanken was declared bankrupt on Feb. 7, 2011.
On Feb. 6, 2011, Amagerbanken had entered into a conditional
transfer agreement with the Danish publicly owned Financial
Stability Company (FSC), as part of the Danish bank wind-up


DEXIA CREDIT: Moody's Cuts BFSR to 'E'; Outlook Negative
Moody's Investors Service has downgraded by one notch to Baa2
with a negative outlook from Baa1 on review for downgrade the
long-term senior debt and deposit ratings of Dexia Credit Local
(DCL). The Prime-2 short-term rating has been confirmed. The
downgrade of the long-term senior debt and deposit ratings to
Baa2 directly follows Moody's downgrade of DCL's standalone bank
financial strength rating (BFSR) to E -- mapping to caa1 on the
long-term scale -- from E+/b2.

The downgrades of the BFSR -- and thus the long-term senior debt
ratings -- were triggered by Moody's view that DCL, under its
post-restructuring form, will likely continue to operate under
significant stress. The rating agency assumes that the European
Commission (EC) will approve all restructuring and support
measures currently in progress, and that the measures will be
executed on time. The long-term ratings continue to benefit from
a very high degree of systemic support.

DCL's subordinated debt rating of B3 remains on review for
downgrade. This reflects the rising risk that government support
for this type of debt might not be available in the future.

These rating actions conclude the review for downgrade of DCL's
long and short-term senior ratings and BFSR, initiated on 3
October 2011.



The downgrade of DCL's BFSR to E (mapping to a caa1 standalone
credit strength) reflects Moody's view that the entity, under its
post-restructuring form, will be almost entirely managed in a
run-off mode, and that its current and future viability as a run-
off structure strongly relies on external support. Moody's
assumes that DCL will, as the residual entity (i) continue to
hold the assets left after the planned disposals of the active
franchises of Dexia Group; and (ii) manage these assets either in
run-off, or with minimal production necessary to meet the
residual commitments until the assets can be sold. The rating
agency also assumes DCL will remain a credit institution, subject
to regulatory oversight.

Since the announcement of its dismantling in October 2011, Dexia
Group has continued to operate thanks to the liquidity assistance
of central banks and the state-guaranteed debt program that was
implemented in December 2011 on a temporary basis with a ceiling
of EUR45 billion. The rating agency also believes that the
contemplated replacement of this temporary state-guaranteed debt
program by a EUR90 billion long-term definitive scheme -- subject
to the EC's approval of the group's restructuring plan submitted
on 21 March 2012 -- will be essential to ensure the residual
entities' sustainability.

Nevertheless, assuming the definitive guarantee plan is
implemented smoothly and in a timely manner, DCL's operations
will remain under significant stress, notably due to the low
margin of its assets. In Moody's view, DCL's reliance on short-
term financing is likely to remain high as the cost of long-term
state-guaranteed debt is expected to be significantly higher than
the yield of the assets in the current spread environment.


The downgrade of DCL's long-term debt and deposit ratings to Baa2
directly follows the downgrade of its standalone BFSR. At the
same time, the ratings continue to benefit from Moody's
assessment of a very high probability of systemic support. At
Baa2, the fully supported senior debt ratings continue to include
eight notches of support uplift from the caa1 standalone credit

Moody's continues to recognize and incorporate into DCL's senior
ratings very strong systemic support from the Belgian, French and
Luxembourg governments. The rating agency considers that because
of the Belgian, French and Luxembourg governments' substantial
unsecured exposures to DCL -- through the outstanding state-
guaranteed debt under both the 2009 and December 2011 support
programs -- there is a strong incentive for them to further
support the entity both in terms of liquidity and capital in the
case of need.

The negative outlook reflects the uncertainties related to the
EC's approval of the definitive guarantee scheme and the
transition risks until all the announced measures are


The outlook on the E BFSR is stable. However, the E BFSR could be
remapped to a lower level from the current caa1 if (i) further
pressure is exerted on DCL's financial position through the
timing and terms of the definitive guarantee scheme; or (ii) DCL
experiences higher-than-expected losses that materially affect
its solvency. A lower remapping within the caa category could
have an effect on the long-term ratings. Moody's also notes that
there is potential for more extensive rating migration if (i) the
probability of government support declines; or (ii) the
governments providing their guarantees under the support schemes
experience downward rating migration.

Upward ratings pressure is very limited given the very high
support assumptions already factored into DCL's long-terms
ratings and could only be achieved through a multi-notch upgrade
of the BFSR. This, in turn, would be subject to a full
restoration of DCL as an independently operating going concern
entity with an overall satisfactory risk profile. However,
Moody's considers this scenario as unlikely.

Principal Methodologies

The methodologies used in these ratings were 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.


KIRCHMEDIA: Breuer Didn't Pressure Creditor Banks in 2002 Meeting
Karin Matussek at Bloomberg News reports that a German court was
told Deutsche Bank AG's former Chief Executive Officer Rolf
Breuer didn't try to pressure creditor banks of Leo Kirch's group
at a 2002 meeting into following a certain plan for the troubled
media company.

Former Bayerischen Landesbank deputy Chief Executive Officer
Peter Kahn, who testified at an appeals court hearing in Munich
on Wednesday in a damage suit by the Kirch heirs, said he didn't
remember that Mr. Breuer tried to push the group into a specific
path of action, Bloomberg relates.  According to Bloomberg, he
said the Feb. 14, 2002 event was a "usual" meeting for an
exchange of views among the various banks, given the situation
Mr. Kirch was in at the time.

"Breuer laid down his opinion of what the best course of action
would be, and he certainly wanted to move something with that,"
Bloomberg quotes Mr. Kahn as saying.  "But every bank had its own
problems.  All were looking for ways how best to avoid a Kirch

Wednesday's hearing is the first after Deutsche Bank rejected a
possible settlement with the Kirch side in March, Bloomberg
notes.  According to Bloomberg, a person with knowledge of the
negotiations said at the time that the lender and Mr. Kirch's
heirs discussed a possible EUR800 million (US$1 billion)
settlement over claims that Mr. Breuer's comments in an interview
triggered the collapse of Mr. Kirch's group.

The Frankfurt-based bank last year was said to have rejected a
EUR775 million settlement proposed by the Munich court, Bloomberg

The Kirch suits claim Deutsche Bank invited the so-called pool
banks including HVB Group, Commerzbank AG, BayernLB and DZ Bank
AG, to the meeting to talk them into breaking up the media firm,
Bloomberg discloses.  According to the lawsuits, the move blocked
refinancing efforts, Bloomberg states.

Mr. Kirch, who died in July, pursued claims against Mr. Breuer
and Deutsche Bank seeking at least EUR3.3 billion, Bloomberg
relates.  The lawsuits, which continued after Mr. Kirch's death,
claim his media group failed because Mr. Breuer questioned its
creditworthiness in a 2002 Bloomberg TV interview, Bloomberg
discloses.  Within months, Mr. Kirch's group filed the country's
biggest bankruptcy since World War II, Bloomberg recounts.

The bank and Mr. Breuer deny the allegations, Bloomberg notes.

                        About KirchMedia

Headquartered in Ismaning, Germany, KirchMedia GmbH -- was the country's second largest
media company prior to its insolvency filing in June 2002.  The
firm's collapse, caused by a US$5.7 billion debt incurred during
an expansion drive, was Germany's biggest since World War II.
Taurus Holding is the former holding company for the Kirch
group.  The case is docketed under Case No. 14 HK O 1877/07 at
the Regional Court of Munich.

ODERSUN AG: Preliminary Insolvency Proceedings to Commence
SeeNews reports that preliminary insolvency proceedings will be
opened for Odersun AG as the firm was not able for find an
investor to buy its business.

Odersun AG is a German thin-film solar products maker.

SEB AG: Moody's Issues Summary Credit Opinion
Moody's Investors Service issued a summary credit opinion on SEB
AG and includes certain regulatory disclosures regarding its
ratings. This release does not constitute any change in Moody's
ratings or rating rationale for SEB AG.

Moody's current ratings on SEB AG and its affiliates are:

Senior Unsecured (domestic currency) ratings of Baa1, on review
for downgrade

Long Term Bank Deposits (domestic and foreign currency) ratings
of Baa1, on review for downgrade

Bank Financial Strength ratings of D+

Short Term Bank Deposits (domestic and foreign currency) ratings
of P-2


Moody's rates SEB AG Baa1/P-2/D+.

The D+ bank financial strength rating (BFSR), which maps to ba1
on the long-term scale, reflects the bank's modest profitability
and the risks arising from concentration in its loan book, both
in terms of segments (commercial real estate) and single-name
exposure. The D+ BFSR is two notches below the outcome of Moody's
bank financial strength scorecard mainly reflecting the execution
risk in relation to the change of strategy for SEB AG and the
focus on commercial business.

SEB AG's Baa1 GLC long-term deposit rating (on review for
downgrade) incorporates a very high probability of support from
the SEB Group (A1/P-1/C- on review for downgrade), given the
deposit guarantee and other support mechanisms in place for its
subsidiary, combined with integrated risk and treasury functions.
As a result of the support assessment, the GLC deposit rating
receives a three-notch uplift from the ba1 standalone credit
strength. Moody's assesses a very low probability that systemic
support would be provided to the bank in the event of crisis.

Rating Outlook

SEB AG's Baa1 GLC long-term deposit ratings are on review for
downgrade following the review for downgrade of the BFSR of its
parent, SEB.

What Could Change the Rating - Up

Given that the ratings are on review for downgrade Moody's does
not see any meaningful upward rating pressure at present and over
the immediate rating horizon.

What Could Change the Rating - Down

Due to the full ownership by SEB, a downgrade of SEB's BFSR may
result in a downgrade of SEB AG's ratings. Moody's current
expectation is that the bank's rating may be lowered by up to 1

A downgrade of the BFSR could also result from a deterioration in
asset quality or profitability.

The methodologies used in this rating was "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.


EIRCOM GROUP: High Court Confirms Examiner's Appointment
Mary Carolan at The Irish Times reports that the High Court has
confirmed the appointment of an examiner to Eircom.

The company sought court protection last month to facilitate its
restructuring and those of its related companies employing some
5,800 people, the Irish Times recounts.

On March 30, Mr. Justice Peter Kelly appointed an interim
examiner to Eircom after expressing the view that the company,
while insolvent, has a reasonable prospect of survival under a
new five year business plan, the Irish Times relates.

The matter returned before the judge on Wednesday when he was
told there was no opposition to the application to confirm
examinership, the Irish Times discloses.  Some parties, including
Vodafone Ireland and DW Investment Management Ltd, expressed
concerns about aspects of the proposed restructuring and said
they proposed to raise those with the examiner, the Irish Times

The judge, as cited by the Irish Times, said he was satisfied to
confirm Michael McAteer of Grant Thornton as examiner.  According
to the Irish Times, he was satisfied the companies met the
criteria for examinership, including insolvency, as they were
insolvent "in spades".

He returned the matter to May 18 and noted trade creditors would
continue to be paid in the interim, the Irish Times discloses.

The application for examinership was brought by Eircom and two
related companies --  Meteor and ITI -- to ensure protection from
creditors while implementing the plan allowing them to trade out
of their difficulties, the Irish Times notes.

Demands by Eircom's main creditors that its EUR3.4 billion debt
be serviced last month had resulted in insolvency, the Irish
Times relates.

A EUR1.37 billion surplus of assets of liabilities was overtaken
by its contingent liabilities and therefore its cash flow was not
sufficient to meet its debt repayments, the Irish Times

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


DOLNOSLASKIE SUROWCE: Declared Bankrupt by Court
Poland A.M. reports that a court in Warsaw has decided that
Dolnoslaskie Surowce Skalne will be declared bankrupt.

DSS' management had filed for bankruptcy itself, but it wanted to
reach an agreement with its creditors first, Poland A.M. says.
Those contractors of DSS which had not received payment for their
work also filed for bankruptcy, Poland A.M. notes.  According to
Poland A.M., reported that at the end of last year,
the company had PLN836 million in debt.  Its main creditors are
Kredyt Bank and bond holders, Poland A.M. discloses.

According to this source, the bankruptcy announcement is
unjustified, Poland A.M. notes.

An anonymous representative of the bond holders told
that reaching an agreement with creditors would have been a
better solution, Poland A.M. relates.

DSS, as cited by Poland A.M., said the main reason for its
insolvency was its engagement in road-building, and especially in
the construction of the A2.

DSS said it would appeal the court's decision, Poland A.M. notes.

Dolnoslaskie Surowce Skalne is an aggregates supplier and road


MAGNIT OJSC: S&P Assigns 'BB-' Long-Term Corporate Credit Rating
Standard & Poor's Ratings Services had assigned its 'BB-' long-
term corporate credit rating to Russian retailer OJSC Magnit. The
outlook is stable.

"The rating reflects our assessment of Magnit's business risk
profile as 'fair' and its financial risk profile as 'aggressive.'
The company is the No.2 food retailer in Russia in terms of
revenues (US$11.4 billion in 2011) and runs the largest network
of discount grocery stores, hypermarkets, and cosmetic shops in
the country," S&P said.

"Magnit's 'fair' business risk profile reflects our view of the
company's exposure to a growing but highly cyclical emerging-
market economy. The price of oil has a major influence on
Russia's economy and a severe oil price shock could have a
material impact on Magnit's growth, profitability, and cash flow
generation. Unlike many food retailers in developed markets,
Magnit operates in a fragmented and underdeveloped food retail
market, where modern food retail formats have yet to gain market
share. In addition, the Russian retail food industry is becoming
increasingly competitive, especially in the larger cities. These
factors are partly offset by Magnit's strong market position as
Russia's No. 2 food retailer, its leading market position in
cities with fewer than 500,000 inhabitants, and its resilient
profitability (an EBITDA margin of about 8% in 2011)," S&P said.

"The company's 'aggressive' financial risk profile reflects our
view of its growth strategy, ambitious store roll-out program,
and sizable capital spending, which we believe will keep free
operating cash flow significantly negative over the medium term.
These factors are offset to some extent, by the company's
relatively low leverage and an increase in share capital of about
US$470 million in 2011 to partly finance a US$1.5-US$1.6 billion
investment program in 2012," S&P said.

"By 2020, Magnit plans to operate about 13,000 convenience and
cosmetic stores (compared with 5,216 at the end of 2011) and 500
hypermarkets (compared with 93 at the end of 2011) throughout
Russia and achieve a market share of 15%-17% compared with 4%-5%
in 2011. The related capital spending is likely to be mainly
financed from operating cash flow and additional debt, according
to management. We assume, that debt (as adjusted by Standard &
Poor's) to EBITDA will increase to above 2x in 2013 due to the
company's investment program. However, management targets keeping
net debt to reported EBITDA below 2x in general and below 2.5x in
all events," S&P said.

"The stable outlook reflects our view that, given the outlook for
the Russian economy, adjusted debt to EBITDA will increase only
moderately to about 2.5x and adjusted funds from operations to
debt will level off at about 30% despite Magnit's continued focus
on growth and expansionary capital spending. Furthermore, it
reflects our expectation that Magnit's resilient operational
performance and stable operating cash flow generation will
continue and that its liquidity profile will remain adequate,"
S&P said.


REPSOL YPF: Moody's Reviews Ba1 Pref. Stock Rating for Downgrade
Moody's Investors Service has placed on review for downgrade the
Baa2 long-term issuer rating of Repsol YPF S.A. and the
Baa2/Prime-2 ratings of Repsol International Finance B.V.'s
senior unsecured guaranteed debt. Moody's has also placed on
review for downgrade the Ba1 preferred stock rating of Repsol
International Capital Limited.

Ratings Rationale

The rating action reflects the recent decision by the Argentinean
government to pass a law changing majority control in YPF
Sociedad Anonima ("YPF", B3 review for downgrade). As a result,
51% of YPF's Class D shares, all owned by Repsol, could be
declared of public interest and subject to expropriation. The
Argentinean government's action is expected to reduce Repsol's
stake in YPF to 6% from 57%. The government has also approved a
presidential decree placing YPF under immediate state supervision
and appointed a government minister as controller of the company.

Moody's believes that the expropriation of Repsol from its 51%
stake in YPF without adequate compensation from the Argentinean
government will result in some significant weakening in the
credit metrics of the group. The expropriation will reduce the
scale and diversity of Repsol's business profile and increase its
relative exposure to the challenged European downstream sector.
YPF accounts for around a third of Repsol's proved reserves on a
proportional basis, even though it contributed by way of dividend
just above 20% of the group's funds from operations in 2011.

Moody's intends to finalize its rating review within the next few
weeks. The review will focus on the corrective actions that
Repsol's management may take in order to mitigate the effect of
the expropriation and shore up the financial profile of the
group. The review will also take into account a range of possible
compensation scenarios and their impact on the group's financial
position. Furthermore, the implications of a potential default by
YPF on its own debt will be explored as Repsol's EUR1 billion
bond maturing in July 2013 includes a cross default clause with
YPF's debt.


While significant strategic or financial actions would be
required to warrant the confirmation of Repsol's ratings at their
current level, the review will assess the actions that the
Spanish group will implement or consider to adjust its financial
profile to its reduced business portfolio in order to protect its
investment grade status.

Principal Methodology

The principal methodology used in these ratings was the Global
Integrated Oil & Gas Industry published in November 2009.

Headquartered in Madrid, Spain, Repsol YPF, is a major integrated
oil and gas company with consolidated total proved hydrocarbon
reserves of 2.1 billion barrels of oil equivalent (boe) and a
strong downstream presence in the Iberian peninsular. In 2011,
the group reported consolidated operating revenue of EUR63.7
billion and hydrocarbon production of 290 million boe (including
YPF's contribution of 181 million boe).

* SPAIN: Surging Bad Loans Spur Doubt on Bank Cleanup Plan
Charles Penty at Bloomberg News reports that Spain's surging bad
loans are spurring doubt on whether the government can persuade
investors that it can clean up the country's banks without
further damaging public finances.

Non-performing loans as a proportion of total lending jumped to
8.16% in February, the highest level since 1994, from less than 1
percent in 2007, Bloomberg says, citing Bank of Spain data
published on Wednesday.

Defaults are rising and credit is shrinking at a record pace as
24% unemployment corrodes the quality of loans built up in the
country's credit boom and saps the appetite of banks to make new
ones, Bloomberg discloses.  Doubts about the extent of Spain's
non- performing loans problem is hurting bank stocks and driving
up the government's borrowing costs on investor concern that the
expense of propping up ailing lenders may add to the debt burden,
Bloomberg says.

"One of our concerns in Spain is to what extent contingent
liabilities could pass to the central government," Bloomberg
quotes Andrew Bosomworth, Pacific Investment Management Co.'s
Munich-based head of portfolio management, as saying.  Non-
performing loans "will have to rise when you take into account
the unemployment rate and what's happening with the economy."

Prime Minister Mariano Rajoy is battling to convince investors
Spain's finances are under control after his refusal last month
to meet deficit targets set by the European Commission, Bloomberg
states.  By seeking to cut the budget deficit to 3% of gross
domestic product from 8.5% over two years, he risks driving bad
loans as the deepest austerity measures in three decades push the
economy back into a recession, Bloomberg says.

Mr. Rajoy's government announced plans in February to force banks
to take their share of costs of EUR50 billion (US$65.6 billion)
for building provisions and capital to make them recognize losses
on real estate piled up on their balance sheets during the
country's housing bust, Bloomberg recounts.

The Bank of Spain said late on Tuesday that lenders will take a
total of EUR53.8 billion to meet the new requirements, including
EUR29.1 billion in provisions and EUR15.6 billion to create
capital buffers, Bloomberg relates.  According to Bloomberg, it
said that while most companies would be able to comply "without
major difficulty," the central bank would tighten its vigilance
over lenders that may struggle to meet the requirements.

Tobias Blattner, an economist at Daiwa Capital Markets in London,
said that one option open to Spain should it need to recapitalize
banks further would be to take funds from the European Financial
Stability Facility, the euro-area's temporary bailout fund,
according to Bloomberg.

Spain has managed to stop the cleanup of the banking system from
hurting government finances by making the industry absorb the
cost by contributing more to the deposit guarantee fund,
Bloomberg notes.

U N I T E D   K I N G D O M

ALPHA TOPCO: Moody's Assigns 'Ba3' CFR; Outlook Stable
Moody's Investors Service said that it assigned a Ba3 Corporate
Family Rating (CFR) and a B1 Probability of Default Rating (PDR)
to Alpha Topco Limited. Alpha Topco is the holding company of a
group of companies that hold the rights to commercially develop
the Federation Internationale de l'Automobile (FIA) Formula One
(F1) World Championship. FIA is the governing body for world
motor sport. Moody's also assigned a (P) Ba3 rating to the new
US$2.3 billion of senior secured credit facilities due April 2017
and 2018 of Alpha Topco's subsidiary Delta 2 (Lux) S.a.r.l.
(Delta 2), guaranteed by Alpha Topco. The outlook for all ratings
is stable.

Ratings Rationale

The Ba3 CFR is based on the strength of F1's position as one of
the world's best-known sport franchises and leading motorsport
event with a well-established tradition and a large global fan
base. The rating also acknowledges (i) Alpha Topco's consistent
operational track record and solid financial performance over the
last few years, (ii) a good level of revenue visibility from
multi-year contracts with key commercial partners, including
promoters and broadcasters, (iii) the cash generative nature of
the business with limited ongoing capital expenditure needs and
(iv) the expectation that ongoing EBITDA growth and debt
reduction will keep the company on a deleveraging trajectory.

However, the Ba3 rating also considers (i) Alpha Topco's
relatively high leverage (Debt/EBITDA of 4.6x on a 2011 pro forma
basis, as adjusted by Moody's), (ii) the company's asset-light
business model that relies heavily on the continuation of current
contractual relationships, (iii) its dependence on a relatively
small number of revenue generating events , (iv) the need to
innovate and adapt the franchise to keep and enhance its appeal
to its fan base, (v) exposure to key man risk regarding the
pivotal role that Bernie Ecclestone, the group's CEO, has played
in building and maintaining the F1 franchise and (vi) a complex
corporate structure.

Proceeds from the new senior credit facilities will be used to
refinance existing bank debt and to make a one-off cash
distribution of US$1.1 billion to Alpha Topco's immediate holding
company Delta Topco Limited (Delta Topco). Delta Topco, currently
the ultimate holding company for the F1 group of companies is
majority-owned by funds advised by CVC Capital Partners Limited,
the London-based private equity house.

Given that Alpha Topco does not provide consolidated accounts,
Moody's has in its analysis relied on the consolidated accounts
of Delta Topco, adjusted for Delta Topco's activities which are
essentially limited to its function as holdco for Alpha Topco.
The agency also expects the current preferred shareholdings in a
number of group holding companies will disappear with the closing
of the current transaction. Moody's has further assumed that
Delta Topco's claim on Alpha Topco and its subsidiaries will
remain limited to its ownership of Alpha Topco's common equity
and that any distributions to Delta Topco will be de minimis in
the near term as governed by the senior facility agreement.
Moody's has further assumed that bilateral agreements with most
of the racing teams (including most of the top teams) will be
translated into a new Concorde agreement by the end of the year.
The current Concorde agreement, which governs the relationship
between the holder of the commercial rights to exploit F1 and the
racing teams, will run out at the end of 2012. Finally, Moody's
notes that the group's CEO is currently appearing in a personal
capacity as a witness in a court case surrounding alleged bribery
at the time when the CVC funds acquired the company. Here,
Moody's takes comfort from the fact that Delta Topco's board
commissioned an internal investigation, which was conducted by
external auditors (Ernst & Young) and legal advisors
(Freshfields) and concluded that neither F1 nor CVC had any
involvement in the alleged payment that is the focal point of the
court case.

The Ba3 rating could come under negative pressure (i) if leverage
measured by Debt/EBITDA (as adjusted by Moody's) exceeds 5x, (ii)
if Moody's assumptions listed above prove to be incorrect and
(iii) if there are signs that the company loses operating
momentum on a sustained basis e.g. losses of major broadcasting
contracts or material disruptions of the race schedule.

Ratings could come under upwards pressure, if leverage is moving
towards a Debt/EBITDA ratio of 4x on a sustainable basis and
complete contractual certainty for F1's key franchise agreements
has been achieved at the time.

Moody's views Alpha Topco Limited's liquidity as sufficient for
its needs. The free cash flow generative nature of the business
(as measured by Moody's -- after capex and dividends) together
with an undrawn US$ 70 million revolving credit facility should
comfortably cover the limited ongoing debt repayment
requirements. Moody's notes that the revolver is subject to a set
of typical financial maintenance covenants as customary for the
rating level under which the agency would expect Alpha Topco
Limited to maintain comfortable headroom.

Alpha Topco's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such
as (i) the business risk and competitive position of the company
versus others within its industry, (ii) the capital structure and
financial risk of the company, (iii) the projected performance of
the company over the near to intermediate term, and (iv)
management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of Alpha Topco's core industry and Alpha Topco's ratings
are believed to be comparable to those of other issuers of
similar credit risk. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Alpha Topco Limited, a Jersey company, is the holding company for
the group of companies that exploit the commercial rights to the
FIA F1 Championship. The company is indirectly majority-owned by
funds advised by CVC Capital Partners Limited.

EMI GROUP: Two Artists' Unions Back Universal's Proposed Takeover
Erikka Askeland reports that Universal Music Group has won the
qualified support of two North American artists' unions for its
proposed US$1.9 billion (GBP1.2 billion) acquisition of the
recorded music division of the UK's EMI Group.

The unions gave their conditional backing in letters sent last
week to the Federal Trade Commission, the Scotsman relates.

In their letters, Sag-Aftra and the American Federation of
Musicians said they would support the deal if there were adequate
mechanisms to ensure that Universal complies with its commitment
to re-invest in artist development, the Scotsman discloses.

In late 2010, Terra Firma defaulted on the US$5.5 billion in debt
it amassed in its 2007 purchase of EMI, the Scotsman recounts.

Lender Citigroup foreclosed on the record label in February of
last year, and agreed to sell it in two parts for US$4.1 billion
in November, the Scotsman relates.

Universal, a division of France's Vivendi SA, agreed to buy the
recorded music side, the Scotsman states.  A consortium led by
Sony/ATV agreed to buy the publishing assets for US$2.2 billion,
the Scotsman discloses.

That has sparked fears of market dominance, the Scotsman says.

The European Commission launched a probe into the acquisition
last month, saying that Universal would be nearly twice the size
of its next-largest competitor in Europe, the Scotsman relates.

The EC has said it will decide by August 8 whether the takeover
will impede competition, the Scotsman notes.

Both Sony/ATV and Universal have offered concessions to get the
deal done, the Scotsman says.

EMI Group Ltd. -- is the fourth
largest record company in terms of market share (behind Universal
Music Group, Sony Music Entertainment, and Warner Music Group).
It houses recorded music segment EMI Music and EMI Music
Publishing.  EMI Music distributes CDs, videos, and other formats
primarily through imprints and divisions such as Capitol Records
and Virgin, and sports a roster of artists such as The Beastie
Boys, Norah Jones, and Lenny Kravitz.  EMI Music Publishing, the
world's largest music publisher, handles the rights to more than
a million songs.  EMI Music operates through regional divisions
(EMI Music North America, International, and UK & Ireland).
Financial services giant Citigroup owns EMI.

EMI GROUP: EU Approves Sony's EMI Music Publishing Takeover
Ben Sisario at The New York Times reports that Sony has won the
approval of European regulators for its US$2.2 billion takeover
of EMI Music Publishing.

As a result of the deal, Sony will control 31% of the lucrative
music-publishing market, which deals with the copyrights for
songwriting, the New York Times discloses.

EMI has 1.3 million songs, including classics like "Over the
Rainbow" and the Motown songbook, the New York Times states.
According to the New York Times, Sony's existing publishing
enterprise, Sony/ATV, a joint venture with the estate of Michael
Jackson, has about 750,000 songs, including the publishing rights
to the Beatles catalog.

As a concession to Europe's antitrust considerations, Sony last
month offered to sell some publishing assets, the New York Times
relates.  Those include the European rights to EMI's Virgin
catalog as well as the British arm of Sony/ATV's Famous Music
collection, the New York Times notes.

                        Citigroup Dispute

As reported by the Troubled Company Reporter-Europe on Jan. 12,
2012, The Financial Times related that Guy Hands had been dealt a
blow in his legal dispute with Citigroup over the US bank's
seizure of EMI Group.  A UK court had thrown out the application
of Mr. Hands demanding that PricewaterhouseCoopers, the music
group's administrators, and other advisers disclose valuation
documents, the FT said.  In his arguments, Mr. Hands' barrister
claimed that the joint administrators were not validly appointed
and that the sale of EMI was undervalued or should not have taken
place at all, the FT recounted.  Citigroup wrote off GBP2.2
billion of its GBP3.4 billion loans to Mr. Hands' 2007 ill-fated
buy-out when it seized control of the music company last year,
leaving EMI with more than GBP300 million in cash and GBP1.2
billion of debt, the FT related.  The administrators sold EMI to
Citigroup for an undisclosed amount through a pre-packaged
administration, the largest on record, the FT recounted.
According to the FT, Mr. Hands' submission stated that the sale
of EMI's assets to Citi was "to crystallize a loss by Terra Firma
of the entirety of its investment of about GBP1.85 billion" and
added that there were "serious concerns about the circumstances
surrounding the sale by the joint administrators".  But the
judge, as cited by the FT, said there was not "the slightest
suggestion" that Citi had "effected sales at undervalue" which
would be "entirely contrary to its commercial interests".  He
also found that it did not appear TF needed "any of the
valuations" to formulate their claims in so far as they centre on
the value of EMI Group, the FT disclosed.  The FT noted that the
judge also found, "I do not consider that the disclosure of the
valuations before proceedings have started will assist in
achieving a fair disposal of the anticipated proceedings."

EMI Group Ltd. -- is the fourth
largest record company in terms of market share (behind Universal
Music Group, Sony Music Entertainment, and Warner Music Group).
It houses recorded music segment EMI Music and EMI Music
Publishing.  EMI Music distributes CDs, videos, and other formats
primarily through imprints and divisions such as Capitol Records
and Virgin, and sports a roster of artists such as The Beastie
Boys, Norah Jones, and Lenny Kravitz.  EMI Music Publishing, the
world's largest music publisher, handles the rights to more than
a million songs.  EMI Music operates through regional divisions
(EMI Music North America, International, and UK & Ireland).
Financial services giant Citigroup owns EMI.

GT CONTRACTS: Goes Into Administration, Taps Tait Walker
Bdaily Business Network reports that GT Contracts Limited
Newcastle has gone into administration.

Gordon Goldie and Alan Kelly of Tait Walker Advisor Services LLP
have been appointed as joint administrators, according to Bdaily
Business Network.

The report relates that the company, which had an annualized
turnover of GBP3 million, employed around 60 people who have
since been made redundant, the report notes.

"The firm had been successful for a number of years, but an
accumulation of issues eventually led to its unfortunate demise.
The level of losses being incurred meant the company wasn't
sustainable and consequently we have had to take the decision to
cease trading with immediate effect. . . . We will attempt to
either assign or novate a number of the current contracts if we
are able to find any other construction business that is willing
to take them on," the report quoted Mr. Goldie as saying.

GT Contracts Limited Newcastle specialized in internal walls and
ceilings for the past 27 years.

KEYDATA INVESTMENT: FSA Must Destroy Privileged E-mails
Kit Chellel at Bloomberg News reports that Judge Ian Burnett on
Wednesday said that the Financial Services Authority must destroy
privileged attorney-client e-mails it obtained during its
investigation into collapsed investment firm Keydata Investment
Services Ltd.

According to Bloomberg, the London judge on Wednesday said that
the privileged documents must be deleted or destroyed, and all
references to them redacted.  Keydata and its founder Stewart
Ford won a ruling in October that the regulator shouldn't have
used the e-mails, Bloomberg says.

The judge refused requests by Ford's lawyers to have the FSA's
2010 warning notice thrown out, and for any investigator who had
seen the protected e-mails to be removed from the agency's probe,
Bloomberg discloses.

The FSA had to suspend its four-year investigation into Keydata
because of a judicial review into its conduct, Bloomberg relates.
Keydata administered GBP2.8 billion (US$4.49 billion) of assets
when the FSA asked a court to place it into administration in
2009, Bloomberg recounts.

The regulator was examining whether Keydata targeted investors
with potentially misleading advertisements, and potential tax
irregularities, Bloomberg notes.

Keydata Investment Services Ltd. designs, distributes and
administers structured investment products.  Keydata operates
from three locations, being London, Glasgow and Reading and
administers its own products as well as portfolios for third

KILLBY & GAYFORD: In Administration, Stops Work on Site
Construction Enquirer reports that work has stopped on all Killby
& Gayford sites as the company fell into administration.

Site staff were called and told to attend a meeting Wednesday
morning where they were given the bad news, according to
Construction Enquirer.

The company is now in the hands of administrator BDO.

The report notes that latest results show that for the year to
Dec. 31 2010, Killby & Gayford had a turnover of GBP78 million
and made a pre-tax profit of GBP1.9 million.  Construction
Enquirer says that it was projecting turnover of GBP90 million
for 2011 after winning several hospital contracts, including a
GBP20 million extension for the Holly House Private Hospital in
Essex and the Royal Marsden Hospital.

The builder was one of the oldest firms operating in London and
the south east and invested heavily in training for its general
building and specialist refurbishment contracts.  It employed
around 300 staff at its Billericay joinery works and offices in
Cambridge, London Clapham and Leeds. They are now waiting for an
official statement to hear their fate.

NATURA WORLD: In Receivership, Temporarily Closes Business
The reports that Natura World Inc., a Cambridge
bedding company that sought protection from creditors in
December, is now in receivership.

Company President Ralph Rossdeutscher confirmed that the company
is now in the hands of a receiver and has closed its doors "for a
few days," but he is hoping it will reopen, according to The

The report notes that Natura filed a notice of intention with the
federal bankruptcy office in December, giving it time to come up
with a proposal to pay off creditors under the supervision of a
court-appointed trustee while it stayed in business.  The report
relays that two extensions were granted by the court until
April 16.

Natura World Inc. is a Cambridge bedding company.  The 18-year-
old company makes and distributes mattresses, pillows and bedding
products at a plant on Natura Way in the Hespeler area of
Cambridge.  As of January, the company employed 80 people in
Cambridge and another 80 in Texas.

O'NEILL CONTRACTS: Sells Skipway for GBP786,000
BBC News reports that O'Neill Contracts Ltd sold its Belfast
waste management company, Skipway, which employs 20 people for
GBP786,000.  It is not clear, the report relates, who the new
owners are.

O'Neill Contracts Ltd went into administration in February,
according to BBC News.

BBC News says O'Neill Contracts also had a civil engineering
division, which has been shut down with the loss of 46 jobs.

The administrators, KPMG, are now planning to sell seven
properties which were owned by the company, BBC News relays.

BBC News notes that in total, the company owes it creditors about
GBP3.5 million, the majority of which is due to banks.  The
biggest single creditor, according to the report, is Bank of
Ireland which is owed GBP1.25 million.

BBC News discloses that smaller unsecured creditors are owed a
total of GBP1.3 million.  BBC News relays that the largest of
these is the Magherafelt quarrying and construction firm FP
McCann, which is owed GBP395,000.

O'Neill Contracts Ltd is a west Belfast waste management company.

PIZZA HUT: Irish Franchise Secured by Management Buyout
BBC News reports that the future of the Pizza Hut chain in
Northern Ireland and the Republic has been secured after the
existing management of the franchise bought the business out of

Ladbury Enterprises, which runs nine restaurants across Ireland,
was placed into administration last month and continued to trade,
according to BBC News.

In 2009, an earlier Pizza Hut franchise in Northern Ireland,
Restaurant Management Services, went into administration and
several restaurants closed with Ladbury taking over the rest, BBC
News recalls.  The report relates that the management buy-out
safeguards more than 200 jobs.

The advisors on the deal were insolvency practitioners McClean &
Co and solicitors McGrigors.

PLANT & HARVEST: In Administration After 8 Years of Losses
Elinor Zuke at The Grocer reports that RSM Tenon for JHL Flower
Shops and JHL West Wycombe Garden Centre, which both traded as
Plant & Harvest, has gone into administration after 8 years of
consecutive losses.

Papers filed by administrators at RSM Tenon for JHL Flower Shops
and JHL West Wycombe Garden Centre revealed that Mrs. Price kept
the business going despite it recording a loss in every year
since she established it with Catherine Hillier in 2003,
according to the Grocer.

The report notes that although repositioning the business as
"garden inspiration and specialty food" reduced losses, the
owners were no longer in a position to fund the company.  The
Grocer says that the two businesses owed unsecured creditors

JHL Flower Shops and JHL West Wycombe Garden Centre, which both
traded as Plant & Harvest, is a garden centre and fine food
business owned by Judith Price, the wife of Waitrose boss Mark

RANGERS FOOTBALL: Bill Ng Frustrated with Creditor Negotiations
Sanjay Nair at The Straits Times reports that Singapore's Bill Ng
has expressed frustration over negotiations with the main
creditors of Glasgow Rangers, accusing them of tripling their
asking price and "not treating foreigners right".

But the chairman of S-League club Hougang United has stopped
short of saying that he will pull out of his bid to buy the
Scottish football giants, who entered administration last month
following tax disputes, the Straits Times notes.

His five-man consortium appeared to be the front runners to take
over the financially stricken club, after the heavily fancied
Blue Knights group withdrew from the bidding race on Monday, the
Straits Times relates.

As reported by the Troubled Company Reporter-Europe on April 19,
2012, BBC Scotland related that Rangers administrator Duff &
Phelps held further talks with the two bidders keen to buy the
club and hopes to name a preferred bidder this week.  Paul
Murray's Blue Knights consortium cooled its interest on
Monday after being unable to match the deal struck by Mr. Ng and
Ticketus, BBC disclosed.  Mr. Ng, though, denies any such deal
has been reached with the firm that financed Craig Whyte's
takeover, but he remains hopeful that his bid will win, BBC

                  About Rangers Football Club

Rangers Football Club PLC --
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station,  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.

RANGERS FOOTBALL: Brian Kennedy Makes Improved Takeover Offer
Chris McLaughlin at BBC Scotland reports that Brian Kennedy says
he has made an "improved offer" to take control of Rangers and is
awaiting a response from the club's administrators.

The Sale Sharks owner held informal talks with Duff & Phelps on
Wednesday, BBC relates.

Mr. Kennedy's initial offer was rejected and he indicated he
would not return to the bidding process while Paul Murray's group
remained in the frame, BBC notes.

Two other bids remain on the table, BBC says.  These are from
American Bill Miller and a Singapore group led by Bill Ng, BBC

Both Messrs. Murray and Ng wish to attempt an exit from
administration by way of a company voluntary arrangement, while
it is understood Miller's preference is for Rangers to emerge as
a "newco" through liquidation, BBC discloses.

Mr. Kennedy, as cited by BBC, said on Tuesday he did "not want to
distract the time-critical process of appointing preferred

                   About Rangers Football Club

Rangers Football Club PLC --
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station,  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.

R&M DELUXE:  In Receivership, Cuts 7 Jobs
Scott McCulloch at business7 reports that R&M Deluxe Group, which
trades under the name InStyle Furniture, is in receivership.

Gary Fraser -- -- and Blair Nimmo -- -- of KPMG were appointed joint receivers
of R&M Deluxe Upholstery Limited and R&M Deluxe Holdings Limited
on Friday, April 13, according to business7.

The report notes that InStyle employed 45 people across four
sites.  business7 says that the Aberdeen and Tollcross stores
were closed by the groups management prior to the appointment of
receivers, and the Uddingston and Hillington outlets are
continuing to trade normally.

Seven employees were made redundant, and a further 10
redundancies have been announced, the report notes.

KPMG said it is currently assessing the financial position of the
group and is taking steps to market and sell the business as a
going concern, the report adds.

R&M Deluxe Group is a furniture maker.  The company, which trades
under the name InStyle Furniture, has four Scottish outlets and
employed 45 people.

STARLIGHT INVESTMENTS: Chapter 15 Case Summary
Chapter 15 Petitioner: Melvyn J. Carter
                       Joint Liquidator

Chapter 15 Debtor: Starlight Investments Limited
                   Carter Backer Winter LLP
                   Enterprise House
                   21 Buckle Street
                   London EI 8NN
                   United Kingdom

Bankruptcy Case No.: 12-11566

Type of Business: The Debtor was a company that provides
                  corporate financial services and specializes in
                  merger and acquisition consulting and research.

                  London, England-based Starlight is not
                  currently operating and ceased to operate in
                  2008 when receivers of the Debtor were
                  appointed by lender Norwich Union Mortgage
                  Finance Limited.  The Debtor was placed into
                  creditors' voluntary liquidation in April 2009.

Chapter 11 Petition Date: April 16, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Timothy W. Walsh, Esq.
                  DLA PIPER LLP (US)
                  1251 Avenue of the Americas
                  New York, NY 10020-1104
                  Tel: (212) 335-4500
                  Fax: (212) 335-4501

Estimated Assets: US$100,000,001 to US$500,000,000

Estimated Debts: US$500,000,001 to US$1 billion

The Company did not file a list of creditors together with its

THPA FINANCE: S&P Lowers Rating on Class C Notes to 'B+'
Standard & Poor's Ratings Services affirmed its 'A (sf)' rating
on the class A2 notes issued by THPA Finance Ltd. and downgraded
the class B to 'BB (sf)' from 'BBB (sf)' and the class C notes to
'B+ (sf)' from 'BB (sf)'. All classes have a negative outlook.
"These rating actions follow our review of the transaction
documents and performance of the THPA Finance transaction, and
our subsequent discussions with its management," S&P said.

"In our analysis, we identified a discrepancy in the THPA Finance
transaction documentation regarding how the liquidity facility
would be used. After discussing the documentation with the
liquidity facility provider, Lloyds TSB Bank PLC (A/Stable/A-1),
we have confirmed that the liquidity facility is only available
for the benefit of the class A2 notes," S&P said.

"In our previous analyses, we gave credit for the availability of
the liquidity facility to all classes of notes, not just the
class A2 notes. We considered the facility a material form of
credit enhancement for the class B and C notes and not having it
available to them increases their default risk. Thus, this
is now closer to the default risk of the borrower than we
anticipated in all our previous analyses. If an administrative
receiver were to be appointed, there is uncertainty as to whether
there could be a temporary suspension of payments. In this
scenario, with the liquidity facility not available to the class
B and C notes, it is questionable whether the transaction would
continue to meet timely payments of interest and principal," S&P

"This uncertainty has contributed to our downgrading the class B
and C notes. In addition, transaction was not performing in line
with our expectations at the time of our last review," S&P said.

"EBITDA for the rolling four-quarter period ending in December
2011 was GBP35.8 million, compared with GBP37 million over the
same period to December 2010. The 2011 EBITDA of GBP35.8 million
includes a nonrecurring receipt of GBP3.8 million from a customer
in the conservancy and real-estate business. The decline in
EBITDA has been mainly driven by the port operations section of
the business, rather than the more stable conservancy revenues.
The business risk profile remains 'satisfactory,' in our
opinion," S&P said.

"Since our last review, Tata Steel Ltd. has decided to shut down
its slab steel Teesside Cast Products (TCP) plant following a
decision by the four off-takers to terminate their agreements.
The TCP plant had been responsible for generating 20% of total
EBITDA for the THPA Finance securitization. Although we deemed
this scenario highly likely at the last review and took it into
account, the impact of delays in re-opening the plant, combined
with weaker-than-anticipated economic recovery, has led us to
revise down our cash flow generation assumptions under our stress
scenarios. We have added further stress by frontloading our
recessionary stresses to mimic the downside risks for the entire
eurozone and the U.K. in 2012, as foreseen by Standard & Poor's
chief economist," S&P said.

"On the positive side, Tata Steel sold the plant to Sahaviriya
Steel Industries (SSI). SSI will restart the plant and export the
slabs to Thailand to its finished steel-making facilities. We
currently expect steel production to restart in the second
quarter of 2012, which will be a boost for the transaction," S&P

"The current level of EBITDA and our depressed cash flow
generation projections indicate that some growth is required for
the issuer to be able to service the class B notes in the short
term because the class A2 notes have started to amortize. In our
opinion, this is not commensurate with an investment-grade rating
and hence our cash flow analysis has contributed to our downgrade
of the class B notes," S&P said.

"In our view, the class C tranche, which already had a negative
outlook, is the tranche most likely to fail to withstand the
insolvency of the borrower. We have therefore lowered the rating
on this class to reflect the borrower's corporate risk more
closely," S&P said.

"We have affirmed the rating on the class A2 notes, which
benefits from the liquidity facility. In addition, we have
applied our cash flow stresses and consider the cash flow
available for debt service sufficient to cover the debt service
on the class A2 notes," S&P said.

"The negative outlook on all classes of notes stems from the
close links between the port's performance and the macroeconomic
environment. If we see further declines in U.K. economic
activity, as highlighted by Standard & Poor's chief economist, we
would expect this to reduce the port's cash generation
capability. In addition, if further delays affect the resumption
of production at the TCP plant, we would consider this in future
analysis," S&P said.

"THPA Finance is a port corporate securitization that closed in
April 2001. The transaction is ultimately backed by the cash
flows generated by the port of Tees and Hartlepool, a deep-water
complex on the northeast coast of England. The notes are secured
by fixed and floating charges over all the assets of THPA Finance
and of the borrowing group," S&P said.

"Our ratings address the full and timely payment of interest and
timely payment of principal due on the notes, based primarily on
our ongoing assessment of the underlying business risk of the
borrowers, the integrity of the legal and tax structure of the
transaction, and the robustness of the cash flow supported by
structural enhancements," S&P said.


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:


Class                 Rating
           To                      From

THPA Finance Ltd.
GBP305 mil Fixed and Floating Rate Asset-Backed Notes

A2         A (sf)/Negative         A (sf)
B          BB (sf)/Negative        BBB (sf)
C          B+ (sf)/Negative        BB (sf)/Negative

TRENT CONCRETE: JRL Group Acquires Business Site
Nottingham Post reports that Trent Concrete's former 12.5-acre
site in Colwick has been acquired by London-based construction
group JRL.  The report relates that Trent Concrete was forced
into administration by the recession.

Although receivers KPMG fought to keep part of the business
running as a going concern after 68 of the 150-strong workforce
lost their jobs, the plant was eventually shut down and
mothballed, according to Nottingham Post.

The report relays that JRL Group has acquired the site in Private
Road, along with offices and the concrete manufacturing

Nottingham Post says that senior managers are now looking into
developing the Colwick site as a two-shift specialist precast
manufacturing facility.

Trent Concrete is a Nottingham concrete business.

WHITEWATER: Goes Into Administration, Hit with Large Tax Bill
Celina Ribeiro at Civil Society Fundraising reports that Charity
Whitewater has gone into administration, despite its latest
accounts showing no indication that the company was in trouble.

Whitewater, along with another company in the Involve Marketing
Partnership, called Involve, was placed into administration, with
staff being told of the move, according to Civil Society

The report notes that a spokesman for the Involve Marketing
Partnership would not expand on the status of Whitewater's work
with its existing clients.

Civil Society Fundraising discloses that Martin Smith, chief
executive of Involve Marketing Partnership, moved to assure the
market that its ten other agencies, which include Our Lasting
Tribute, Tardis Communications, Active Life, and PushButton
Direct Mail, are solvent.

The report notes that Whitewater's most recent accounts, for the
year ending June 30, 2011, show a company making profit, but with
debt.  Civil Society Fundraising relays that profit and turnover
were both up on the previous year, but the agency was hit with a
much larger tax bill, which meant profit after tax was lower than
in 2010.  After tax the company made GBP327,440 on a turnover of
GBP7.1 million during 2010/11, the report notes.

Civil Society Fundraising discloses that its debts had increased
markedly in the year, from GBP1.39 million at the end of its
2009/10 financial year to GBP2.06 million for the year 2010/11.
Still, shareholders shared a total dividend of GBP37,000.

But the accounts appear to represent a clean bill of health for
Whitewater, Civil Society Fundraising relays.  "On the basis of
their assessment of the company's financial position and of the
enquiries made of the directors of the Involve Partnership Ltd
[Involve Marketing Partnership], the company's directors have a
reasonable expectation that the company will be able to continue
in operational existence for the foreseeable future," the
accounts read, the report adds.

Whitewater is a Charity Direct Marketing Agency.  Whitewater has
a long list of household-name charity clients, including RSPCA,
NSPCC, Macmillan, WaterAid and the Royal British Legion.


* Moody's Says Freight Rates to Remain Under Pressure Until 2013
Freight rates are likely to remain under considerable pressure
over the next 12-15 months as oversupply is set to peak at a time
of slower growth for the dry-bulk shipping sector, says Moody's
Investors Service in a Special Comment published on April 18.

The new report is entitled "Dry-Bulk Shipping: Oversupply to Keep
Freight Rates Low Until 2013".

Although scrapping, postponements and cancellations are likely to
alleviate some of the stress on this shipping segment, any
positive pressure on freight rates is likely to be offset by the
large number of new vessels scheduled for delivery, exacerbating
current oversupply that Moody's estimates at around 30%. The
current high dry-bulk order-book represents about 33% of the
tonnage on the water. Most of these vessels are due for delivery
in 2012 (69%) and 2013 (25%).

Moody's also notes that growth in dry-bulk seaborne trade volumes
is expected to slow in 2012. The dry-bulk market is only expected
to grow by 4%-5% in 2012, compared with 6% in 2011 when global
macroeconomic conditions were better.

Despite the current challenging environment, Moody's believes
that the industry's long-term prospects are more favorable. This
is because the rating agency expects rising demand for
commodities in Asian economies and as relatively few new vessels
are currently slated for delivery post 2013. To take advantage of
these opportunities, dry-bulk shipping companies will need to
adopt a more disciplined approach in terms of investment than in
the past, which will in turn depend on access to funding.

In response to the ongoing euro area sovereign debt crisis,
Moody's notes that European shipping banks have adopted a more
cautious approach to the sector as part of their efforts to
deleverage and build up their capital buffers. However, new
players -- such as Asian banks and private equity funds -- are
increasing their presence in the industry.

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the
full potential of organized efforts.  These are the quick fixes
to which the title of this book refers.  The jargon of the quick
fix is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a

With his extensive experience as a corporate consultant, author
of numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout
the corporation and is lasting.  At best, when a corporation
relies on an alluring, and sometimes little more than
fashionable, idea, it is a wasteful distraction.  At worst, it
can skew a corporate organization and its operations, thereby
allowing the corporation's true problems or weaknesses to grow
until they become ruinous.  As the author puts it, "Essentially,
it is not the single approach of culture, strategy, or
restructuring that is inherently ineffective.  Rather, each is
ineffective only if it is applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to
break this self-defeating cycle, the author offers a five-track
program.  The five tracks, or elements, of this program are
corporate culture, management skills, team-building, strategy-
structure, and reward system.  These elements are interrelated.
The virtue of Kilmann's multidimensional five-track program is
that it addresses a corporation in its entirety, not simply parts
of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does
more, though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.


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

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  Go to 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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