TCREUR_Public/120511.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, May 11, 2012, Vol. 13, No. 94

                            Headlines



B E L G I U M

IDEAL STANDARD: Fitch Cuts Long-Term Issuer Default Rating to 'C'
KBC BANK: Injects EUR75MM Into Irish Unit as Arrears Worsen


F R A N C E

BIOCORAL INC: Incurs US$920,000 Net Loss in 2011
PAGESJAUNES GROUPE: Fitch Cuts LT Issuer Default Rating to 'B+'


G E R M A N Y

SOLTECTURE GMBH: Solar PV Price Slump Prompts Insolvency Filing


I R E L A N D

EIRCOM GROUP: Hutchison Makes Fresh EUR2-Bil. Takeover Bid
NEYLON MAINTENANCE: High Court Appoints Examiner
PERMANENT TSB: New CEO Apologizes to Customers Over Bailout


I T A L Y

BANCA MONTE: Italian Police Searches Office as Part of Probe


N E T H E R L A N D S

MARCO POLO: Seaarland Files Plan to Give Up Vessels
RENOIR CDO: S&P Lowers Ratings on Two Note Classes to 'B-'
* NETHERLANDS: Moody's Reviews Three SF CDOs for Downgrade


P O L A N D

HYDROBUDOWA POLSKA: KSB Unit Files Bankruptcy Motion


R U S S I A

SISTEMA INTERNATIONAL: S&P Assigns 'BB' Rating to US$300MM Notes


S P A I N

AUTOVIA DE LA MANCHA: S&P Lowers SPUR on EUR110MM Loan to 'BB-'
BANKIA SA: Spanish Bailout Fund to Take 45% Stake
CAIXA PENEDES: Fitch Raises Rating on EUR41.6MM Notes to 'BB+sf'
CATALAN FINANCIAL: S&P Lowers Stand-Alone Credit Profile to 'bb'
DARLINGTON FOOTBALL: DFC 1883 Saves Club from Liquidation

INSTITUTO VALENCIANO: S&P Affirms 'BB/B' Issuer Credit Ratings
* S&P Affirms 'BB' Issues Ratings on Four Valencian Universities


S W I T Z E R L A N D

PETROPLUS HOLDINGS: Gunvor to Restart Belgium Plant


U N I T E D   K I N G D O M

CLINTONS CARDS: Goes Into Administration, Jobs at Risk
FORMULA ONE: S&P Assigns 'B+' Long-Term Corporate Credit Rating
LAUNAHURST LTD: Britannia Windows Buys Firm Out of Administration
PORTSMOUTH FOOTBALL: Administrator Confirms Chainrai's Interest
THAMESTEEL LTD: Still Can't Find Buyer, Cuts 20 More Jobs

THOMAS COOK: Chief Financial Officer to Step Down at End of June
WAREHOUSE THEATRE: Enters Into Administration, May Close Forever
* UK: Number of South West Administrations Decreases


X X X X X X X X

* BOOK REVIEW: Fraudulent Conveyances


                            *********


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B E L G I U M
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IDEAL STANDARD: Fitch Cuts Long-Term Issuer Default Rating to 'C'
-----------------------------------------------------------------
Fitch Ratings has downgraded Ideal Standard International SA's
Long-term Issuer Default Rating (IDR) to 'CCC 'from 'B-' and the
Short-term IDR to 'C' from 'B'.  No Outlook is assigned to the
ratings.  Fitch has also downgraded Ideal Standard
International's EUR275 million senior secured notes to 'B-' from
'B+' with the Recovery Rating also downgraded to 'RR3' from
'RR2'.

The rating action reflects the negative trend in 2011 and the
poor outlook for the bathroom product markets, the disappointing
operating performance of Ideal Standard, and its weak liquidity
profile.

During 2011, the market trend has been worse than anticipated by
the agency, especially in the two largest markets for Ideal
Standard, the UK and Italy, which saw a significant
deterioration, particularly in Q411.  The trend was better in
Germany and France, where however Ideal Standard has a more
limited presence.  Ideal Standard was able to maintain its market
share in almost all its relevant markets, but, despite this, the
operating performance in 2011 was significantly below the
agency's expectations, with revenue declining by more than 5%.

Fitch notes that some planned restructuring measures were
successfully adopted by the group in 2011, including the
elimination of excess capacity, with the closure of one
production plant in UK and two in France in Q211.  However, the
cost savings deriving from these measures were offset by the
deterioration in profitability due to the decline of production
volumes and the consequent lower fixed costs absorption.  The
company's cash burn was also worse than expected, partly due to
increased inventories.

The rating downgrade also reflects the poor outlook for 2012.
Fitch forecasts that the difficult market conditions will persist
in the UK, where no recovery is expected, and Italy, where a
further decline is likely.  Thus, Fitch anticipates that the
additional costs savings deriving from the restructuring actions
already completed to be partly offset by a further decline in
volumes.  The de-stocking of excess inventories should improve
operating cash flow.  However, Fitch expects free cash flow to
remain negative as a consequence of capex and restructuring
costs.

Ideal Standard's liquidity is tight and the company's financial
flexibility is limited.  Following the 2011 debt restructuring,
Ideal Standard has no significant maturities until 2018, when the
senior secured notes come to maturity.  The liquidity at December
2011 comprises EUR47 million of cash, a EUR15 million undrawn
revolving credit facility and some short-term and receivables
factoring facilities in the main operating subsidiaries.  Fitch
considers the available liquidity to be enough to cover the cash
needs for 2012 (mainly related to capex and restructuring costs).
However, the agency believes that Ideal Standard could be in need
of new financial sources in 2013 if operating cash generation
does not materially improve.  Therefore, Fitch will closely
monitor the liquidity evolution in the next few months.  The
deterioration in the liquidity profile could trigger a negative
rating action.

The senior secured bond's 'RR3' recovery rating reflects a
recovery expectation in excess of 60% in the event of default.
The senior secured notes will rank below the super senior
revolving credit facility (EUR15 million, undrawn in 2011) and
some of the UK pension liabilities.

Ideal Standard is one of the market leaders in Europe in the bath
accessories sector, with number one or two positions in a number
of geographical markets in the ceramic and fitting segments.  The
group owns a comprehensive portfolio of well-known brands
covering a wide spectrum of market segments from entry-level to
luxury products.


KBC BANK: Injects EUR75MM Into Irish Unit as Arrears Worsen
-----------------------------------------------------------
Charlie Taylor at The Irish Times reports that KBC Bank set aside
EUR195 million in loan loss provisions for its Irish division in
the first quarter of 2012.

This compares to loan-loss provisions of EUR228 million for the
previous three-months, the Irish Times notes.

Loan-loss impairment stood at EUR261 million in the first
quarter, compared to EUR97 million for the same period a year ago
but significantly down on the EUR599 million recorded in the
previous quarter, the Irish Times discloses.

In it latest quarterly figures, the bank said it injected EUR75
million into its Irish business during the quarter as residential
mortgage arrears worsened, the Irish Times relates.

KBC, as cited by the Irish Times, said it remained committed to
repaying EUR4.7 billion to the Belgian government for state aid
it received, plus penalties, by the end of 2013.  The group paid
back EUR500 million in December, the Irish Times recounts.

Based in Brussels, KBC Group had total assets amounting to
EUR320.8 billion at year-end 2010.  KBC Group's consolidated
total income stood at EUR8.38 billion and its net profit group
share stood at EUR1.86 billion in 2010.


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F R A N C E
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BIOCORAL INC: Incurs US$920,000 Net Loss in 2011
------------------------------------------------
Biocoral, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
of US$920,103 on US$286,548 of net sales in 2011, compared with a
net loss of US$703,272 on $307,655 of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed US$1.39
million in total assets, US$4.53 million in total liabilities and
a US$3.14 million total stockholders' deficit.

Michael T. Studer CPA P.C., in Freeport, New York, noted that the
Company's present financial condition raises substantial doubt
about its ability to continue as a going concern.  The
independent auditors added that the Company had net losses for
the years ended Dec. 31, 2011, and 2010, respectively.
Management believes that it is likely that the Company will
continue to incur net losses through at least 2012.  The Company
had a working capital deficiency of approximately US$1,570,000
and US$2,125,000, at Dec. 31, 2011 and 2010, respectively.  The
Company also had a stockholders' deficit at Dec. 31, 2011, and
2010, respectively.

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

                        http://is.gd/WrgS5d

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its
wholly-owned European subsidiaries.  The Company's operations
consist primarily of research and development and manufacturing
and marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under
the trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for
its products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.


PAGESJAUNES GROUPE: Fitch Cuts LT Issuer Default Rating to 'B+'
---------------------------------------------------------------
Fitch Ratings has downgraded PagesJaunes Groupe S.A.'s Long-term
Issuer Default Rating (IDR) to 'B' from 'B+'.  The Outlook is
Negative. Fitch Ratings has also downgraded PagesJaunes Finance &
Co. S.C.A.'s senior secured notes rating to 'BB-' from 'BB'.  The
recovery rating on the notes is 'RR2'.

Although the company's internet revenues are growing strongly,
Fitch expects higher interest payments and lower gross operating
margin (GOM) to cause the company's cash flows to continue to
contract in 2012.  The company's pre-dividend free cash flow
(FCF) declined to EUR196 million in 2011, from EUR248 million in
2010 and EUR258 million in 2009.  Fitch expects further declines
in 2012 and is currently not convinced that a significant
recovery in GOM will be evident in 2013.  Given the current
outstanding amount of debt, these declines are not consistent
with the previous rating.

Although the current suspension of the dividend payment is a
positive for the credit, Fitch expects the payment to be re-
instated at some point.  This will re-exert significant pressures
on the cash flows of a company going through its difficult period
of transition.  While the company is managing to gain traction in
internet revenues and does seem to be navigating through this
difficult phase, Fitch believes the interest and dividend burden
is placing too much pressure on the company's cash flows.

The company is guiding for a lower GOM in 2012 of EUR470 million
to EUR485 million, down from EUR493 million in 2011.  The primary
cause of this lowered target is an investment in additional sales
staff to further target SMEs in niche markets, such as real
estate and hospitality.  Fitch believes that this strategy will
allow PagesJaunes to further penetrate and consolidate local
markets, protecting it from larger competitors such as Google who
do not have this same local presence.  However, the extent of the
decline in PagesJaunes' print revenues in addition to pricing
pressures on website creation products, means that Fitch is not
convinced that GOM with recover dramatically after 2012.

Fitch would consider stabilizing the Outlook if PagesJaunes can
demonstrate that the company is capable of stabilizing cash
flows. Conversely, a negative rating action could be taken if
cash flows continue to decline, causing funds from operations
adjusted net leverage to increase above 5.5x for a sustained
period of time.  A significant decline in internet revenue growth
would likely lead to this scenario and is likely to lead to a
downgrade.

The company has large maturities falling due in 2013 and the
company has stated that it expects imminent developments relating
to the refinancing of these maturities.  Fitch's rating assumes
that this refinancing will be successful.  If the company is
unable to successfully refinance before the end of 2012, Fitch is
likely to consider further negative rating actions.


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G E R M A N Y
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SOLTECTURE GMBH: Solar PV Price Slump Prompts Insolvency Filing
---------------------------------------------------------------
SolarServer reports that Soltecture GmbH on May 9 applied to open
insolvency proceedings.

The insolvency court in Berlin/Charlottenburg, Germany has
appointed Hartwig Albers from Brinkmann & Partner as preliminary
insolvency administrator, SolarServer relates.

According to SolarServer, Soltecture states that after
"extensively" exploring financing options, it saw no viable
option for avoiding insolvency, citing the decline in solar
photovoltaic (PV) module prices.

The company also states that it expects to continue operations at
its headquarters in Aldershof, Germany with an industrial
investor, SolarServer discloses.

Soltecture states that once Mr. Albers has gained a better
understanding of the company's current situation he will prepare
the next steps in insolvency proceedings, SolarServer notes.

Soltecture GmbH is a Berlin-based PV manufacturer.


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I R E L A N D
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EIRCOM GROUP: Hutchison Makes Fresh EUR2-Bil. Takeover Bid
----------------------------------------------------------
Joe Brennan at Bloomberg News reports that billionaire Li Ka-
shing's Hutchison Whampoa Ltd. made a revised EUR2 billion
(US$2.6 billion) bid for Eircom Group, the Irish phone company in
supervised credit protection.

According to Bloomberg, people with knowledge of the matter said
that the formal cash offer by Hutchison's Three Ireland unit
removes a number of conditions that were attached to an initial
bid last week, which was rejected by an Irish court-appointed
examiner.

Bloomberg notes that one of the people said the offer for Dublin-
based Eircom remains subject to due diligence.

Eircom has said it supports in principle a restructuring proposal
from its first-lien, or most senior, lenders, which would see
this creditor class take control of the company, Bloomberg
relates.

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


NEYLON MAINTENANCE: High Court Appoints Examiner
------------------------------------------------
The Irish Times reports that an examiner has been appointed to
Neylon Maintenance Services Ltd.

The High Court accepted on Wednesday that the company had a
reasonable prospect of survival if certain conditions were met,
the Irish Times notes.

The directors of the company claimed financial mismanagement,
including false invoicing and falsification of accounts, by its
financial director, accountant Padraic Faherty, had resulted in
or exacerbated a decline in profitability from 2009 and led to
the company incurring a Revenue debt of almost EUR1 million, the
Irish Times relates.

The directors said the mismanagement came to their attention as a
result of issues raised with them in 2010 by Allied Irish Banks
Commercial Services, the Irish Times notes.

The petition for examinership arose from the company being
insolvent due to the "misbehavior" of Mr. Faherty, a member of
the Association of Chartered Certified Accountants, Mr. Justice
Peter Kelly noted, the Irish Times relates.

Mr. Faherty had been dismissed following a failure to live up to
his obligations, the Irish Times recounts.

After hearing the company was now trading profitably and that
interim examiner Neil Hughes was confident of putting together a
survival scheme, the judge said he was satisfied to confirm
Mr. Hughes as examiner, the Irish Times discloses.

He noted that on a going concern basis, there was a deficiency of
assets over liabilities of EUR816,569 which would increase to
some EUR1.7 million on a winding up, according to the Irish
Times.

Neylon Maintenance Services Ltd. is a cleaning firm.  The company
employs 195 people in Dublin and Galway.


PERMANENT TSB: New CEO Apologizes to Customers Over Bailout
-----------------------------------------------------------
Simon Carswell at The Irish Times reports that the new chief
executive of Permanent TSB is writing to more than one million
customers apologizing for past mistakes and saying that the
bank's EUR4 billion Government bailout "could have been used much
better elsewhere".

According to the Irish Times, Jeremy Masding, the UK banker
appointed in February, is saying, in a letter being sent to
customers over the coming weeks, that he is determined to rectify
these mistakes.

"As a result of some of the bank's decisions and actions, the
Irish taxpayer has had to invest substantial funds when those
funds could have been used much better elsewhere," he writes.

"Many of the bank's customers have suffered financially because
of the impact of decisions which should not have been taken.  I
apologize for the mistakes which were made and I am determined to
do all in my power to rectify them."

Mr. Masding, as cited by the Irish Times, said that the bank,
which is 99.2% State owned, would "act responsibly to protect the
investment which the taxpayer has made in the bank".

The Government effectively nationalized Permanent TSB last year
by injecting EUR2.7 billion following last year's stress tests of
the banks, the Irish Times recounts.  A further EUR1.3 billion
will be raised through the Government's purchase of Irish Life,
the Irish Times discloses.

The troika and the Government approved a plan last month to carve
a good bank out of Permanent TSB by moving about a third of its
EUR34 billion in loans to an internal bad bank to be run down,
the Irish Times recounts.

Permanent TSB is formerly Irish Permanent and TSB bank.


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I T A L Y
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BANCA MONTE: Italian Police Searches Office as Part of Probe
------------------------------------------------------------
Sonia Sirletti at Bloomberg News reports that Italian police
searched the offices of Banca Monte dei Paschi di Siena SpA, the
world's oldest bank, and its main investor as part of a market
manipulation probe into the acquisition of Banca Antonveneta SpA.

According to Bloomberg, the prosecutor's office said in an
e-mailed statement on Tuesday that the investigation, conducted
by prosecutors in Siena, Italy, is focused on transactions to
obtain financing to buy Antonveneta from Spain's Banco Santander
SAin 2007.  The statement said that in addition to alleged market
manipulation, police are investigating obstruction of regulatory
activity, Bloomberg notes.

The prosecutors said that the alleged wrongdoing occurred between
2007 and 2012, Bloomberg relates.

A spokeswoman for Monte Paschi said by phone that the bankwill
cooperate with the investigation, Bloomberg notes.  She said that
the probe is focusing on the sale of EUR1 billion (US$1.3
billion) of so-called FRESH, hybrid securities sold in 2008 to
finance the purchase of Antonveneta, Bloomberg discloses.

According to Bloomberg, a spokesman of Fondazione Monte dei
Paschi di Siena said by phone that the investigation also
involves possible market manipulation on Monte Paschi's share
price.

The European Banking Authority said in December Monte Paschi has
a capital shortfall of EUR3.3 billion, Bloomberg recounts.  In
March the bank reported a record 2011 loss of EUR5 billion
because of writedowns related to acquisitions, Bloomberg relates.
The bank, which must also repay EUR1.9 billion of state aid
provided in 2009, plans to sell assets and convert hybrid
securities to bolster finances, Bloomberg discloses.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Feb, 7,
2012, Moody's Investors Service placed on review for downgrade
the Baa1/Prime-2 senior debt and deposit ratings as well as the
D+ standalone bank financial strength rating (BFSR, mapping to
Baa3 on the long-term rating scale) of Banca Monte dei Paschi di
Siena (MPS).

Moody's said that the key drivers for the BFSR review are:

i) the uncertainty in the bank's plan to meet its regulatory
    capital shortfall calculated by the European Banking
    Authority (EBA).  Moody's notes that the bank's plan to raise
    the EUR3.3 billion mandated by EBA to reach the 9% Core Tier
    1 capital ratio includes joint ventures and disposals, which
    may be challenging to implement in the current environment
    and which carry some execution risk;

ii) MPS' weak internal capital generation capacity, which would
    allow it to meet such increased capital requirements or to
    absorb external shocks from its own earnings.  This weak
    organic capital generation capacity is becoming more
    prevalent as Moody's expects pressure on asset quality and
    earnings to increase for MPS as a result of the overall
    challenging macroeconomic outlook in Italy, thus increasing
    the possibility that MPS may require capital support from
    third parties.


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N E T H E R L A N D S
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MARCO POLO: Seaarland Files Plan to Give Up Vessels
---------------------------------------------------
Marco Polo Seatrade BV and its debtor-affiliates filed a Chapter
11 liquidation plan in New York bankruptcy court after reaching a
global settlement with three lenders and the official committee
of unsecured creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a hearing is scheduled June 5 for approval of the
explanatory disclosure statement.

According to the Bloomberg report, the plan calls for turning the
vessels over to secured lenders under a settlement agreement
where the lenders' deficiency claims won't participate in
distributions to unsecured creditors until other unsecured
creditors have received 5%.

Lisa Uhlman at Bankruptcy Law360 reports that the plan provides
for payment in full of all unclassified claims, including allowed
administrative expense claims, a debtor-in-possession financing
claim, a so-called cash collateral true-up claim and priority tax
claims, as well as other priority claims.

The primary secured lenders are Royal Bank of Scotland,
Norddeutsche Landesbank Girozentrale and Credit Agricole
Corporate & Investment Bank.

According to Bill Rochelle, it was agreed that the Credit
Agricole secured claim against three vessels is $93.5 million and
that the RBS secured claim against the other three is $124.8
million.

                         About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing
commercial and technical vessel management services to third
parties.  Founded in 2005, the Company mainly operates under the
name of Seaarland Shipping Management and maintains corporate
headquarters in Amsterdam, the Netherlands.  The primary assets
consist of six tankers that are regularly employed in
international trade, and call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen,
Esq., Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at
Bracewell & Giuliani LLP, in New York, serve as the Debtors'
bankruptcy counsel.  Kurtzman Carson Consultants LLC serves as
notice and claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP
as its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


RENOIR CDO: S&P Lowers Ratings on Two Note Classes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on Renoir CDO B.V.'s
class A, B, C, D-1, and D-2 notes.

Renoir CDO is a cash flow mezzanine structured finance
collateralized debt obligation (CDO) of a portfolio that
predominantly comprises mortgage-backed securities.

"The rating actions follow our assessment of the transaction's
performance. We used data from the trustee report (dated March
27, 2012) and our cash flow analysis, and took into account
recent transaction developments. We applied our 2010 counterparty
criteria and our cash flow criteria," S&P said.

"From our analysis, we observed that the class C and D par
coverage tests are currently below their trigger levels, and that
the portfolio's credit quality has deteriorated since our
previous review of the transaction. We also observed an increase
in the proportion of defaulted assets (rated 'CC', 'C', 'SD'
[selective default], or 'D') since our previous review," S&P
said.

"We subjected the capital structure to our cash flow analysis,
based on the updated methodology and assumptions as outlined by
our criteria, to determine the break-even default rate (BDR). We
used the reported portfolio balance that we considered to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that we
considered to be appropriate. We incorporated various cash flow
stress scenarios using various default patterns, levels, and
timings for each liability rating category, in conjunction with
different interest rate stress scenarios," S&P said.

"We also conducted an updated credit analysis, based on our
updated assumptions, to determine the scenario default rate (SDR)
at each rating level, which we then compared with its respective
BDR. Following the application of our new CDO of asset-backed
securities (ABS) criteria, the scenario default rates at each
rating level significantly increased. At the same time, the
assumed weighted-average recoveries at each rating category have
significantly dropped," S&P said.

"Taking into account our credit and cash flow analysis, we
consider the credit enhancement available to the class A, B, C,
D-1, and D-2 notes in this transaction to be commensurate with
lower ratings than we previously assigned. As a result of these
developments, we have lowered and removed from CreditWatch
negative our ratings on these classes of notes," S&P said.

"We have analyzed the derivative and repurchase agreement
counterparties' exposure to the transaction, and we have
concluded that the counterparties are sufficiently highly rated
to support the assigned ratings on all classes of 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

RATINGS LIST

Class                    Rating
                To                From

Ratings Lowered and Removed From CreditWatch Negative

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


* NETHERLANDS: Moody's Reviews Three SF CDOs for Downgrade
----------------------------------------------------------
Moody's Investors Service has updated its methodology in relation
to structured finance (SF) CDO transactions whose ratings take
into account credit assessments of non-Moody's rated assets that
are inferred from ratings assigned by other rating agencies.
Moody's has placed the affected ratings on review for possible
downgrade.

Ratings Rationale

In its analysis of SF CDOs to date, Moody's has in certain
limited circumstances inferred the credit assessment of certain
underlying collateral assets that have not been rated by Moody's
from ratings assigned by other agencies. However, on a going
forward basis Moody's will produce Credit Estimates (CEs) for
those assets it does not rate based on its Rating Implementation
Guidance "Updated Approach to the Usage of Credit Estimates in
Rated Transactions". Where information is inadequate to produce a
CE and the unrated asset is material to Moody's credit analysis
of the SF CDO, Moody's may withdraw the rating of the SF CDO
notes due to lack of information, as per its Rating Withdrawal
Policy "Policy for Withdrawal of Credit Ratings".

Moody's has examined the universe of 97 European SF CDOs
outstanding and determined that the ratings from the following
list of three transactions are placed under review for possible
downgrade:

Issuer: FAB CBO 2005-1 B.V.

    EUR237M Class A1 Floating Rate Notes, Baa2 (sf) Placed Under
Review for Possible Downgrade; previously on Dec 17, 2009
Downgraded to Baa2 (sf)

Issuer: Renoir CDO B.V.

    EUR230M Class A Floating Rate Notes, Baa2 (sf) Placed Under
Review for Possible Downgrade; previously on Dec 31, 2009
Downgraded to Baa2 (sf)

    EUR10.5M Class B Deferrable Floating Rate Notes, B1 (sf)
Placed Under Review for Possible Downgrade; previously on Dec 31,
2009 Downgraded to B1 (sf)

Issuer: Rhodium 1 B.V.

    EUR18.6M C Bond, Ba1 (sf) Placed Under Review for Possible
Downgrade; previously on Dec 18, 2009 Downgraded to Ba1 (sf)

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in May 2012.

No additional cash flow analysis or stress scenarios have been
conducted as the ratings were affected solely due to the change
in methodology.


===========
P O L A N D
===========


HYDROBUDOWA POLSKA: KSB Unit Files Bankruptcy Motion
----------------------------------------------------
Maciej Martewicz at Bloomberg News reports that Hydrobudowa
Polska SA said the local subsidiary of German pump maker KSB AG
filed for the company's bankruptcy.

According to Bloomberg, Hydrobudowa said in a regulatory
statement on Thursday that the company owes KSB PLN1.24 million
(US$380,000).

The company said it is taking steps to reach a settlement with
KSB, which would result in withdrawing the motion, Bloomberg
notes.

In a separate report, Bloomberg News' Mr. Martewicz related that
Hydrobudowa is checking with a Poznan, western Poland-based court
whether a motion has been filed for its bankruptcy.

Krzysztof Woch, a spokesman for the company, said on Thursday the
company hasn't received any official information from the court
on any other motions.

According to Bloomberg, Puls Biznesu newspaper said KSB is the
fourth creditor to file for Hydrobudowa bankruptcy since March 9.
Mr. Woch said that the previous three were withdrawn after the
company paid back its liabilities, Bloomberg notes.

Mr. Woch, as cited by Bloomberg, said Hydrobudowa and its parent
have taken up steps to improve the liquidity of the group,
including talks with banks on a bridge loan, which should be
completed in days, and a planned convertible bond issue.

Hydrobudowa Polska SA is a unit of Poland's third largest builder
PBG SA.


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


SISTEMA INTERNATIONAL: S&P Assigns 'BB' Rating to US$300MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to the proposed US$300 million notes to be issued by orphan
special-purpose vehicle (SPV) Sistema International Funding S.A.
(not rated). Sistema International Funding is incorporated as a
company limited by shares under Luxembourg laws and is 100% owned
by a trust. "We have not assigned a corporate credit rating to
Sistema International Funding, nor have we assigned a recovery
rating to the proposed notes," S&P said.

"At the same time, Standard & Poor's assigned its 'BB' issue
rating to the proposed loan facility to be issued by the Russian
operating holding company Sistema (JSFC) (BB/Stable/--). The
recovery rating on this facility is '4', indicating our
expectation of average (30%-50%) recovery prospects in the event
of a payment default," S&P said.

The proceeds of the proposed notes issued by Sistema
International Funding will be used to fund Sistema's proposed
loan facility.

"The ratings on the proposed notes and proposed loan facility are
based on preliminary information and are subject to our
satisfactory review of the final documentation," S&P said.

"The rating on the proposed loan facility is predicated on our
understanding that this facility will have an unsecured claim on
Sistema, thereby ranking pari passu with the existing unsecured
notes at Sistema and, in turn, with existing unsecured creditors
at Sistema," S&P said.

"We base our rating on the proposed notes on the direct pass-
through of the economic benefit of the loan facility to the
noteholders. The terms of the notes are back-to-back with those
of the loan facility," S&P said.

"Sistema International Funding is an orphan SPV, the activity of
which is limited to the issuance of the proposed notes and the
onlending of the proceeds to Sistema. These features offset the
facts that neither Sistema nor any of its subsidiaries will
guarantee the notes, and that the notes will not have a direct
claim on the cash flows and assets of Sistema and its
subsidiaries," S&P said.

"In regard to the pass-through transaction, we have also
recognized the current uncertainty in Russia regarding interest
payments on Eurobonds, which may become subject to withholding
tax. This could result in increased interest costs for Sistema in
relation to the proposed notes. However, the documentation for
the notes obliges Sistema to gross up the interest payment for
the pass-through loan, so that the interest on the notes can be
paid in full. Nevertheless, there is uncertainty over whether the
withholding tax gross-up clause in the documentation of the notes
in enforceable under Russian law. If it is not enforceable, in
our view there is a risk that this could result in lower recovery
prospects for noteholders than for creditors of the loan at the
operating holding entity," S&P said.

                        RECOVERY ANALYSIS

"The proposed loan facility has a recovery rating of '4,'
indicating our expectation of average (30%-50%) recovery for
creditors of the loan in the event of a payment default. Our
default scenario assumes deterioration of general economic
conditions in Russia and a default by Mobile TeleSystems (OJSC)
(MTS; BB/Stable/--), the strongest subsidiary of operating
holding company Sistema, in 2016, triggering a default at the
operating holding company owing to cross-default provisions
between MTS and Sistema," S&P said.

"We believe that, if a default were to occur, Sistema's portfolio
of assets would be sold on a discrete basis, and we assume that
Sistema would retain no value from MTS' equity after default, but
would benefit from the significant value of its investments in
other businesses, including its 73% owned OAO ANK Bashneft (not
rated). We apply a reduction of up to 50% of the market equity
value of Bashneft and other subsidiaries, to reflect projected
deterioration in economic conditions, assumed volatility in
equity markets, and the likelihood that the distressed sale of
assets will take place at a discount. We estimate the gross
enterprise value of Sistema's assets at default to be about $4.6
billion," S&P said.

"Although recovery prospects under our valuation exceed 50%, the
'4' recovery rating on the proposed notes reflects our view of
their unsecured nature, their structural subordination, the
volatile value of the holding company's equity stakes in various
businesses, and Russia's insolvency regime, which we view as
being unfavorable for creditors," S&P said.

RATINGS LIST

New Rating

Sistema International Funding S.A.
Senior Unsecured Debt                  BB

Sistema (JSFC)
Senior Unsecured Debt                  BB
   Recovery Rating                      4


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


AUTOVIA DE LA MANCHA: S&P Lowers SPUR on EUR110MM Loan to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'B+' from 'BB-' its
underlying long-term debt rating (SPUR) on the EUR110 million
senior secured amortizing loan maturing July 2031 to Spanish toll
road special-purpose company Autovia de la Mancha, S.A.
(Aumancha). "We also placed the rating on CreditWatch with
negative implications," S&P said.

"The recovery rating remains unchanged at '3', reflecting our
expectation of a meaningful (50%-70%) recovery of principal in
the event of a payment default," S&P said.

"The loan benefits from an unconditional and irrevocable
guarantee of payment of scheduled interest and principal from
monoline insurer Assured Guaranty (Europe) Ltd. (AA-/Stable/--).
Under Standard & Poor's criteria, a rating on monoline-insured
debt reflects the higher rating on the monoline insurer, if any,
or Standard & Poor's underlying rating (SPUR) on the debt.
Therefore, the current rating on the loan reflects that of the
monoline insurer," S&P said.

"The downgrade reflects our view of Castile La Mancha's (CLM's)
irregular shadow toll payments to Aumancha over the first months
of 2012, and our opinion that payments may not stabilize over the
coming months," S&P said.

"In accordance with our project finance criteria, we assign a
counterparty dependency assessment (CDA) to counterparties that
we consider material and cannot be easily replaced without
significant time or cash flow implications. Given the
irreplaceable nature of CLM as the source of virtually all
operating revenues for the project, we believe the region is a
key counterparty to the transaction. Our CDA depends, on the one
hand, on our view of the credit quality of the regional
government of CLM (not rated) and, on the other hand, its history
of arrears to commercial debt holders like Aumancha," S&P said.

"Despite the efforts of CLM's new government to eliminate arrears
to Aumancha, we note that payment arrears persist. We understand
that CLM has already regularized its pending shadow toll payments
relating to the first six months of 2011. In addition, we
understand that CLM has applied for funding under the
extraordinary financing mechanism established by the Spanish
government to help local and regional governments pay suppliers.
Under this scheme, commercial debt holders with unpaid pre-2012
invoices by approved local and regional governments will be able
to resort to a new fund established by the Spanish government to
discount their outstanding receivables. We expect CLM's
application to be approved and we therefore understand that
Aumancha will be able to recover the rest of its pending 2011
shadow toll payments (from July to December) before the end of
2012," S&P said.

"According to Aumancha, the regional government of CLM has
expressed its intention to fully restore timely shadow toll
payments from May 2012. However, we still believe that increasing
budgetary pressures on CLM could limit the new government's
ability to start providing regular and timely shadow toll
payments from May onward as intended. Although we think that the
new government's initiatives herald the potential return of
Aumancha's financial stability, we think there is a substantial
risk that CLM may continue to incur undue delays in shadow toll
payments in 2012," S&P said.

"The negative CreditWatch placement reflects our lack of
visibility on CLM's capacity and willingness to restore stable
and timely shadow toll payments in the next few months," S&P
said.

"We could lower the rating if we did not see regular payments
from CLM to Aumancha in the short term, or if we perceived that
CLM's credit quality had further weakened. At present, we do not
have full visibility on CLM's ability to honor timely shadow toll
payments, particularly in the context of a rapidly worsening
economic and budgetary environment in both CLM and Spain as a
whole," S&P said.

"Conversely, we could revise the outlook to stable if we saw
evidence of sustained timely shadow toll payments from CLM to
Aumancha and if we believe that CLM's creditworthiness had
stabilized," S&P said.

"The stable outlook on the secured debt issue reflects that on
Assured Guaranty (Europe) Ltd. (AA-/Stable/--)," S&P said.


BANKIA SA: Spanish Bailout Fund to Take 45% Stake
-------------------------------------------------
BBC News reports that the Spanish central bank has confirmed
Bankia is to be partly nationalized.

According to BBC, Bankia, which holds EUR32 billion (GBP25.7
billion) in distressed property assets and whose boss has
resigned, will have a EUR4.47 billion loan by the Spanish bailout
fund converted into shares.

The state fund will emerge with a stake in the bank of 45%, BBC
says.

"The new management of Bankia will have to submit, as soon as
possible, a fortified clean-up plan that will place it in a
position to address its future with every guarantee of success,"
BBC quotes the Spanish central bank as saying.

Bankia has the industry's largest exposure to the property
market, which burst spectacularly and has saddled its banks with
bad debt, BBC notes.

Spain's fourth-biggest bank was only created in 2010 from a
merger of seven struggling savings banks, BBC discloses.

Bankia SA accepts deposits and offers commercial banking
services.  The Bank offers retail banking, business banking,
corporate finance, capital markets, and asset and private banking
management services.


CAIXA PENEDES: Fitch Raises Rating on EUR41.6MM Notes to 'BB+sf'
----------------------------------------------------------------
Fitch Ratings has upgraded Caixa Penedes FTGENCAT 1 TDA, F.T.A.'s
class B and C notes, as follows:

  -- EUR62.3m class A1 (ISIN ES0318559004): affirmed at 'AAAsf',
     Outlook Negative

  -- EUR69.2m class A2(CA) (ISIN ES0318559012): affirmed at
     'AAAsf', Outlook Negative

  -- EUR92.9m class B (ISIN ES0318559020): upgraded to 'AAsf'
     from 'A-sf'; Outlook Stable

  -- EUR41.6m class C (ISIN ES0318559038): upgraded to 'BB+sf'
     from 'BBsf'; Outlook Stable

The performance of the portfolio has remained stable since the
last review in August 2011.  Loans more than 90 days in arrears
represent 2.8% of the portfolio balance, up from 2.4% at the last
review.  There are currently no defaulted assets in the portfolio
as the transaction has experienced strong recoveries.  The
weighted average recovery rate has risen to 100% from 63.8% in
August 2011 while annualized prepayments increased to 15.9% from
11.5% during the same period.

The upgrade of the class B and C notes reflects the additional
credit enhancement available to the notes due to the deleveraging
of the structure.  The portfolio factor has declined to 45.6%
from 54.2% in August 2011.

The rating of the class C notes remains below investment grade as
Fitch expects the notes to defer interest at some point during
the remaining life of the transaction.  Investors are expected to
receive the deferred interest by the legal final maturity date of
the notes.

The Negative Outlook on the class A1 and A2(CA) notes reflects
Fitch's Outlook on the Kingdom of Spain ('A'/Negative/'F1').

Caixa Penedes FTGENCAT 1 TDA, F.T.A. is a static cash flow SME
CLO originated by Caixa d'Estalvis del Penedes, now part of Banco
Mare Nostrum S.A. ('BBB-'/Negative/'F3').  At closing, the issuer
used the note proceeds to purchase a EUR570m portfolio of secured
and unsecured loans granted to Spanish small and medium
enterprises and self-employed individuals.


CATALAN FINANCIAL: S&P Lowers Stand-Alone Credit Profile to 'bb'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term issuer credit ratings on financial agency Institut Catala de
Finances (ICF), based in Spain's Autonomous Community of
Catalonia, to 'BBB-/A-3' from 'A-/A-2'. The outlook is negative.

"We rate ICF in accordance with our methodology for government-
related entities (GREs). Our rating on ICF reflects our opinion
that there is an 'almost certain' likelihood that the Autonomous
Community of Catalonia (ICF's owner; BBB-/Negative/A-3) would
provide timely and sufficient extraordinary support to ICF in the
event of financial distress. Our opinion is based on our view of
ICF's 'integral' link with and 'critical' role for the Catalan
government," S&P said.

"We have also lowered to 'bb' from 'bbb-' our assessment of ICF's
stand-alone credit profile (SACP). The SACP reflects our view of
the entity's creditworthiness before taking into account the
potential for extraordinary government intervention, but
factoring in regular ongoing interactions with the government,
especially the continuation of annual capital injections," S&P
said.

"We consider ICF's business profile to be weak due to its narrow
business and geographic concentration and its relatively small
size in the regions where it is present," S&P said.

"We also assess ICF's financial profile as weak. The risks to the
entity's liquidity position have increased significantly in the
past few quarters on the back of deteriorating conditions in the
wholesale funding markets," S&P said.

"Spain's deteriorating economy has also heightened ICF's credit
risk, in our view, including specifically a strong single-name
concentration and higher nonperforming loans than peers. In our
opinion, ICF's strong capitalization (its Tier 1 ratio stood at
23.1% on Sept. 30, 2011) only partially offsets these risks. Our
assessment of ICF's capitalization takes into account Catalonia's
ongoing capital support in the past, which we believe will
continue underpinning ICF's solvency if necessary," S&P said.

"The negative outlook on ICF mirrors that on our rating on
Catalonia, which in turn reflects our view of the risk that
Catalonia might deviate from budgetary targets set by the central
government, resulting in worse budgetary performance and debt
accumulation in the coming years. The outlook also reflects the
risk that liquidity and funding support mechanism set up by the
central government might not function as smoothly as expected,"
S&P said.

"We could also envisage a negative rating action on ICF if we
perceived that its link to or role for Catalonia was weakening.
However, we currently view this as unlikely given ICF's
importance as the Catalan government's main instrument for
implementing public credit policy," S&P said.

S&P could revise its outlook on Catalonia, and hence on ICF, to
stable if it:

  * Perceived that Catalonia's budgetary performance and debt
    burden were in line with its base-case scenario for 2012-
    2014, and assuming a gradual reduction in the deficit after
    capital expenditures;

  * Considered that as a result, the region's management quality
    and liquidity positions were not likely to deteriorate;

  * Perceived that liquidity evolved in line with its current
    expectations, on the back of functioning mechanisms of
    support from the central government; and

  * Revised the outlook on the long-term sovereign rating on
    Spain to stable.


DARLINGTON FOOTBALL: DFC 1883 Saves Club from Liquidation
---------------------------------------------------------
Yorkshire Post reports that Darlington FC has been saved from
liquidation by its fans, with hlw Keeble Hawson Solicitors, which
has offices in Sheffield, Leeds and Doncaster, a key player in
the deal.

The report says a consortium of supporters called Darlington FC
1883 has completed the purchase of the business and assets of the
club, ensuring the future of football in Darlington.

hlw Keeble Hawson advised Administrator Harvey Madden of Rowlands
Accountants in the deal, which completed with just minutes to
spare before the rescue deadline, Yorkshire Post relates.

"It's testament to the strength of feeling from the fans and
wider community that, in the current financial climate, it was
people power that rescued a football club from liquidation. There
were a number of challenges to overcome and the whole team worked
very hard with Darlington FC 1883 to ensure the long tradition of
football in their town is still alive and kicking," the report
quotes David Guest, insolvency partner with hlw Keeble Hawson, as
saying.

As reported in the Troubled Company Reporter-Europe on Jan. 6,
2012, Business Sale said Darlington Football Club was placed into
administration after a consortium of local businessmen was unable
to reach a buyout deal with the owner.  The Blue Square Bet
Premier side had been the subject of a bid by a group calling
themselves the Darlington Football Club Rescue Group (DFCRG),
according to Business Sale.  The report related that current
owner and chairman, Raj Singh, said he had been unable to settle
on a sustainable deal with the group and had called in
administrators.

Darlington Football Club -- http://www.darlington-fc.net/-- is
an English football team.


INSTITUTO VALENCIANO: S&P Affirms 'BB/B' Issuer Credit Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB/B' long- and
short-term issuer credit ratings on financial agency Instituto
Valenciano de Finanzas, based in Spain's Autonomous Community of
Valencia. "We also affirmed our 'BB' issue rating on IVF's debt.
We removed the ratings from CreditWatch with negative
implications, where we had originally placed them on Feb. 28,
2012," S&P said.

"At the same time, we assigned a '4' recovery rating to all of
IVF's debt, indicating our expectation of average (30%-50%)
recovery in the event of default," S&P said.

"The affirmation mirrors the rating action on the Autonomous
Community of Valencia (Valencia; BB/Negative/B) on May 4, 2012,"
S&P said.

"The ratings on IVF reflect our view of the strength of the
explicit statutory guarantee of Valencia, which considers IVF's
liabilities as its own debt," S&P said.

"In addition, we see IVF as a government-related entity (GRE). We
believe there is an 'almost certain' likelihood that Valencia
would provide timely and sufficient support to IVF if needed,
according to our GRE criteria. We base our view on our assessment
of IVF's 'critical' role for and 'integral' link with Valencia,
as our GRE criteria define these terms. As a result, we equalize
the ratings on IVF with those on Valencia," S&P said.

"The negative outlook on IVF mirrors that on Valencia. If we
downgraded Valencia, we would downgrade IVF, all other things
being equal," S&P said.

"The negative outlook on the long-term ratings on Valencia
reflects our view of the risk that this autonomous community
might deviate from budgetary targets set by the central
government, resulting in worse budgetary performance and higher
debt accumulation in coming years. This could stem from a weaker
economic performance, which may depress tax revenues; or from
looser controls on operating and capital expenditures. The
negative outlook also factors in the risk that liquidity and
funding support mechanisms that the central government set up
recently might not function as smoothly as expected," S&P said.

S&P said it could revise the outlook on Valencia to stable if:

-- it perceived that the financial unit's budgetary performance
    and debt burden were in line with its base-case scenario for
    2012-2014, and assuming a gradual reduction in the deficit
    after capital expenditures;

-- it considered that the regions' management quality and
    liquidity positions were not likely to deteriorate;

-- liquidity evolved as the rating agency currently expect, on
    the back of functioning mechanisms of support from the
    central government; and

-- it revised the outlook on the long-term sovereign rating on
    Spain to stable.


* S&P Affirms 'BB' Issues Ratings on Four Valencian Universities
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue ratings on
the senior secured debt issued by Valencia's universities at
'BB'. "We also removed the ratings from CreditWatch with negative
implications, where we placed them on Feb. 28, 2012. The
universities are Universidad de Valencia, Universidad Politecnica
de Valencia, Universidad de Alicante, and Universidad de
Castellon," S&P said.

"At the same time, we assigned a '4' recovery rating to the
universities' senior secured debt, indicating our expectation of
average (30%-50%) recovery in the event of default," S&P said.

"The rating action mirrors our action on the Autonomous Community
of Valencia (Valencia; BB/Negative/B) on May 4, 2012," S&P said.

"We see Valencia's universities as government-related entities
(GREs). We consider that they have an 'integral' link to
Valencia's government, and play a 'critical' role within
Valencia's public sector. Consequently, we view the likelihood of
support from the government of Valencia to these entities as
'almost certain,' according to our criteria for rating GREs. We
therefore consider that debt issued by these universities has the
same level of guarantee as that issued directly by the government
of Valencia," S&P said.

"As a result, we equalize our issue ratings on the senior secured
debt of the Valencian universities with the rating on Valencia.
This is further supported by our understanding of the
universities' debt issuance documentation, under which Valencia
commits to ensuring timely payment of interest and principal of
the debt issues. This support is stipulated in the bilateral
agreement ('convenio de colaboracion') between each university
and Valencia, the term of which extends until the maturity date
of all of the debt issues. Government support is also reflected
in the payment mechanism, according to which payments under the
bonds are to be made directly by Valencia's treasury. According
to the bilateral agreement, Valencia's annual budget must include
specific budgetary appropriations to cover these financial
commitments," S&P said.

"Valencia's initial budget for 2011 did not contain sufficient
appropriations to service the bonds. Nevertheless, Valencia's
officials expressed, in our view, an unequivocal commitment to
modifying the budget in a timely manner, to include sufficient
credit," S&P said.

"Debt service on the bonds was due on Dec. 15, 2011. On Dec. 2,
we received confirmation that the budget had indeed been modified
to include sufficient credit. On Dec. 16, Valencia confirmed that
the debt payment had been made in time and in full. The 2012
budget again does not contain sufficient appropriations to
service the bonds, but we have received assurances from Valencia
that it will take the same approach to ensure full and timely
payment again in 2012," S&P said.

"Based on this evidence, we consider that the equalization
approach is still valid," S&P said.


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


PETROPLUS HOLDINGS: Gunvor to Restart Belgium Plant
---------------------------------------------------
Reuters reports that Swiss-based oil trader Gunvor said on
Thursday it has completed the purchase of insolvent refiner
Petroplus' Belgium plant and will restart the unit in the next
few days after a four-month outage.

"The refinery's operations were suspended in early January as a
result of Petroplus's financial situation, but will now be
restarted within the next few days," the company said in a
statement, according to Reuters.

Reuters relates that Gunvor said it would retain the plant's more
than 200 staff and invest capital to maintain and improve the
site's facilities, without specifying the amount.

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

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


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


CLINTONS CARDS: Goes Into Administration, Jobs at Risk
------------------------------------------------------
Jennifer Meierhans at The Shuttle reports that Clintons Cards
chain, which owns two stores in Kidderminster has entered
administration, sparking job loss fears.

It spells an uncertain future for Clintons Cards in Weavers Wharf
and Pure Party on Worcester Street, according to The Shuttle.

The report notes that administrators at Zolfo Cooper said the
group had made losses of GP130 million since 2004 and it was
"likely that a number of stores would need to be closed to make
the business financially viable."

The Shuttle notes that the store closures would be another blow
to Kidderminster's shopping scene after recent high-profile
casualties, including video games retailer Game Group and womens
fashion stores Topshop and Dorothy Perkins.

Clintons is the UK's biggest card retailer and employs more than
8,000 staff.


FORMULA ONE: S&P Assigns 'B+' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to U.K.-based Formula One (Alpha Topco
Ltd.), the Formula One World Championship organizer and owner of
the sport's commercial rights. The outlook is stable.

"At the same time," S&P said, "we assigned our 'BB-' issue rating
to the proposed senior secured loans issued by Delta 2 (Lux)
s.a.r.l. and guaranteed by Formula One:"

  * US$1,382.5 million amortizing term loan B due in April 2017;
    US$817.5 million amortizing term loan C maturing in
    April 2018; and

  * US$70 million revolving credit facility (RCF) maturing in
    April 2017.

"In addition, we assigned these senior debt issues a recovery
rating of '2', indicating our expectation of substantial (70%-
90%) recovery in the event of a payment default," S&P said.

"The ratings reflect the successful completion of the group's
refinancing at the end of April 2012, under the same terms and
conditions as the preliminary documentation. As a result, the
ratings are in line with the preliminary ratings assigned on
April 18, 2012," S&P said.

"The long-term corporate credit rating on Formula One is mainly
constrained by our view of the group's financial risk profile as
highly leveraged. As part of the refinancing, US$4 billion of
shareholder loans are at holding company Delta Topco level. We
consider these to be debt-like obligations, under our criteria,
and we believe that the group is unlikely to deleverage
substantially over the next two to three years, despite a cash
flow sweep mechanism. We estimate that Standard & Poor's adjusted
gross debt-to-EBITDA ratio for Formula One should reach about 12x
at year-end 2012, under the new capital structure, and about 4.2x
excluding the shareholder loans," S&P said.

"These factors are partly mitigated by Formula One's business
risk profile, which we consider to be satisfactory. Underpinning
our assessment is the group's high contract backlog of over $7
billion, which provides some visibility and stability to the
proposed capital structure, as well as interest coverage that is
in line with the ratings and good free cash flow generation. We
anticipate adjusted EBITDA interest coverage to be at about 0.9x,
or more than 3x excluding shareholder loans, over the next two to
three years," S&P said.

"Further rating weaknesses include Formula One's continuous need
to maintain its high audience share, the existence of substitute
entertainment events to F1 races that compete for similar
audiences, some exposure to economic downturns, mostly at
contract renewal times, and potential CEO succession risks," S&P
said.

On the positive side, Formula One's satisfactory business risk
profile is supported by:

  * The significant revenue and earnings visibility and stability
    that its contract backlog provides;

  * The group's exclusive ownership of commercial rights to F1
    motorsports racing from the FIA for the next 98 years; The
    positioning of F1 motorsport racing as one of the world's top
    sports in terms of popularity and audience reach;

  * The signing up of most of the 12 F1 racing teams, including
    nearly all of the top teams, to the new Concorde agreement
    that runs until 2020 and sets F1 ground rules and team
    financial incentives;

  * Long-term growth prospects for the business;

  * Solid profitability, although S&P expects a pronounced
    contraction of five percentage points in group EBITDA margin
    to about 27% under the new Concorde agreement, as of 2013;
    and

  * A flexible cost base that protects margins to a degree if
    revenues contract.

"The stable outlook reflects our view that Formula One's gross
adjusted debt to EBITDA is unlikely to meaningfully reduce over
the next two to three years under our base-case scenario that
assumes a slowing world macroeconomic environment. In our base
case we anticipate that Formula One will generate revenues in the
low to mid single digits and report EBITDA margin of about 27%
starting in 2013 under the new Concorde agreement," S&P said.

"The stable outlook also incorporates our expectations that
Formula One will maintain its position as a top worldwide sports
promoter and that its covenant headroom will likely remain
adequate over the next few years," S&P said.

"We could lower the ratings if adjusted gross debt to EBITDA were
to significantly exceed 15x -- or increase to about 5x excluding
shareholder loans -- or if adjusted EBITDA interest cover were to
fall below 0.9x -- or about 2.5x when excluding the noncash
interest element from the shareholder loans -- over the next few
years. We could also lower the ratings if group EBITDA margin
were to contract to below 27% during the period, or if the group
were to initiate sizable acquisition activity," S&P said.

"At this stage, a positive rating action over the next 12 to 24
months is unlikely in our view, given our expectations of Formula
One's limited debt deleveraging during the period and the revenue
growth assumptions we have already factored into our base case,"
S&P said.


LAUNAHURST LTD: Britannia Windows Buys Firm Out of Administration
-----------------------------------------------------------------
BBC News reports that administrator Begbies Traynor said Bristol-
based Britannia Windows has acquired Launahurst Ltd, which traded
as Launa Windows, as a going concern.

Launahurst Ltd was placed into administration at the request of
its directors who said that despite having a turnover of GBP5
million in 2011, the company fell victim to the recession and a
reduction in the disposable income of its core customer base,
according to BBC News.  The report relates that the company made
60 of its 70 staff redundant immediately.

BBC News notes that Britannia Windows, which has bought the whole
business including the buildings and machinery, said it had been
looking to expand into Devon and Cornwall.

A Devon-based Launahurst Ltd is home improvement company.  The
family company, based in Newton Abbot, began in 1974 making uPVC
windows, conservatories and doors.


PORTSMOUTH FOOTBALL: Administrator Confirms Chainrai's Interest
---------------------------------------------------------------
Sportinglife.com reports that Portsmouth Football Club
administrator Trevor Birch has confirmed Balram Chainrai is one
of two parties interested in taking over the club.

Sportinglife.com relates that the representatives of Mr. Chainrai
have previously said the Hong Kong-based businessman would not
witness the club's liquidation, while Mr. Chainrai told
administrators to turn to him only as a 'last resort.'

But while Mr. Birch has confirmed former owner Chainrai's
interest, he admits there is still no deal finalized, the report
says.

"We are in discussions with two interested parties, one of which
is Balram Chainrai," Sportinglife.com quotes Mr. Birch as saying.
"Chainrai's representatives publicly stated at the creditors'
meeting that they would not allow the club to be liquidated and
we have since met with them to gauge their interest.

"There is no solid bid on the table from either party at present
but we are trying to find an appropriate deal structure that
works within the timeframe.

"We are also talking to our contacts in the market to encourage
any other potential bidders to come forward immediately."

Mr. Birch has been on the lookout for a buyer to take over at
Fratton Park since February 17, adds Sportinglife.com.

                      About Portsmouth Football

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


THAMESTEEL LTD: Still Can't Find Buyer, Cuts 20 More Jobs
---------------------------------------------------------
BBC News reports that Thamesteel Ltd will make 20 more jobs
redundant at steelworks on the Isle of Sheppey in Kent, which
went into administration, amid its failure to secure a buyer.
The report relates that adminstrators of Thamesteel, which
previously employed 400 people, said there had been problems
securing a deal with a potential buyer.

Accountancy firm Mazars said part of the site would have to be
powered down, according to BBC News.  The report relays that more
than 350 people lost their jobs after the company in Sheerness
said it was going into administration in January.

"We have been in discussions with a potential purchaser and have
been hopeful that a sale would be agreed . . . .  Very
disappointingly however, over the last 24 hours, problems arose
which have now made completing a deal difficult and far less
certain . . . .  Taking into account the site's considerable
current operating costs - in excess of GBP100,000 per week - and
the fact that a deal is now further away than anticipated, the
Administrators have no alternative but to move into a further
phase of cost reduction," BBC News quoted lead administrator Rod
Weston as saying.

As reported in the Troubled Company Reporter-Europe on Jan. 30,
2012, Dow Jones' DBR Small Cap said that Thamesteel has entered
into administration after failing to secure an investor to rescue
it from financial difficulties, members of the Community Union
said.

Thamesteel is a U.K. steel producer, which is owned by Saudi-
based Al-Tuwairqi Group.


THOMAS COOK: Chief Financial Officer to Step Down at End of June
----------------------------------------------------------------
Jennifer Thompson at The Financial Times reports that Paul
Hollingworth, the chief financial officer of Thomas Cook has
confirmed his departure, one day after the debt-laden company
announced it had agreed a new financing package with its lenders.

Thomas Cook said on Wednesday that Mr. Hollingworth, who has been
at the company for two years, will step down at the end of June,
the FT relates.  He will be replaced by Michael Healy, formerly
group financial director of Kwik-Fit, the FT discloses.

The group also searching for a new chief executive, following the
departure of Manny Fontenla-Novoa in August, the FT notes.

According to the FT, analysts said the financing deal would give
Thomas Cook breathing space, but that the challenge of
restructuring the group remained.

It is the third refinancing within a year for the 171-year-old
Thomas Cook and extends the maturity of GBP1.4 billion of finance
facilities by a year to May 2015, the FT says.  The company also
secured more relaxed financial covenants as part of the deal,
agreed with a syndicate of 17 lenders led by the Royal Bank of
Scotland and Barclays, and will not have to make an interim
payment next year, the FT relates.

However, the interest rate on all of the amount except a GBP200
million liquidity facility will rise from 2.75% to 3.5% over
Libor, the interbank lending rate, and the group must also pay a
GBP14 million amendment fee, the FT states.

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


WAREHOUSE THEATRE: Enters Into Administration, May Close Forever
----------------------------------------------------------------
Croydon Guardian reports that Warehouse Theatre has entered into
administration and may close for the last time.

Following funding cuts by the Arts Council and more recently
Croydon Council's decision not to provide the theatre with
further funding, the Board were forced to place the Warehouse
Theatre Company into administration at their meeting on May 4,
according to Croydon Guardian.

"We have been instructed by the Board of the Warehouse Theatre
Company Ltd and are currently working with all parties to
establish what might or might not be achievable," the report
quoted Jeremy Frost, managing director of Frost Group Limited, as
saying.

The report notes that members of the Theatre are planning on
launching an appeal to save the Theatre.

Warehouse Theatre is historic theatre in Croydon that has proudly
stood close to East Croydon station for 35 years.


* UK: Number of South West Administrations Decreases
----------------------------------------------------
Insider Media Limited reports that a research from Deloitte
revealed that the number of companies in the South West falling
into administration has decreased.

Deloitte said that a total of 41 South West businesses went into
administration in the first three months of 2012 - a fall of 15%
compared to the same period in 2011 when 48 companies called in
the administrators, according to Insider Media Limited.

However, the report relates that this is a 64% increase on the
final quarter of 2011 when administrators were appointed to 25
companies.

Nationally, administrations fell by 7% compared to the previous
quarter, Insider Media Limited notes.

"It is still early days for 2012 however, the difference between
the national picture and the one here in the South West could be
an indication that businesses in the region are currently in a
stronger position than in other parts of the UK. . . . The South
West is well represented in the property, hospitality and food
and drink sectors which are in the main doing well.  The region
has also not been as badly affected as other areas by increasing
numbers of retail administrations," the report quoted Robin
Allen, restructuring services partner at Deloitte in Bristol as
saying.

Meanwhile, the report relays that the Insolvency Service has
revealed that the number of companies going insolvent increased
by more than 4% in the first quarter of 2012.  The report
discloses that the organization said there were a total of 4,303
compulsory liquidations and creditors' voluntary liquidations in
the first quarter of 2012.

This is an increase of 0.2% on the previous quarter and an
increase of 4.3% compared to the same period last year, the
report adds.


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


* BOOK REVIEW: Fraudulent Conveyances
-------------------------------------
Author: Orlando F. Bump
Publisher: Beard Books, Washington, D.C. 2000 (reprint of book
first published in 1872 by Orlando F. Bump)
657 pages
$34.95 trade paper
ISBN 1-893122-78-6

The book is a legal classic for adding American law on fraudulent
conveyances up to the 1870s when it first appeared to English law
going back much further; which in turn grew out of Roman law.
Bump's first chapter on the history of such law will be of
interest to readers looking for this perspective; though the
large bulk of the content is a meticulous, lawyerly organization
and expounding of the many facets of the law on fraudulent
conveyances as this has formed over centuries.

As Bump notes, this area of law has a larger number of "opposing
authorities . . . than can be found in any other branch of the
law."  In order to keep the treatment as simple as possible while
still being true to its many facets and opposing authorities and
relevant to legal practice of readers for whom it is intended,
the author takes fraudulent conveyances as a part of common law.
"This work simply considers the subject as it was at common law
with the remedies afforded by the common law."  Bump's treatment
thus does not go into criminal law or law with reference to
statutes.  Though statutes regarding fraudulent conveyances have
been passed in each state, these statutes have basically copied
Elizabethan Anglo-Saxon law and have "always been considered as
merely declaratory of the common law."  Since there is thus no
wide or radical difference between common law and state statutes
concerning fraudulent conveyance, nearly all of Bump's work bears
as well on law associated with the statutes.  He brings this up
in the work's Preface so readers will understand the framework by
which he treats the subject.  In the regular text, Bump does not
take up state fraudulent conveyance statutes except where ones
vary from the common law "to warn the practitioner [reader] that
the text is not applicable to his particular State."  The author
does not however discuss grounds for this variance between a
state's statutes and common law.

Bump begins the voluminous study with definitions at the
foundation of fraudulent conveyance.  Fraudulent conveyances are
all transfers made "to the end, purpose, and intent to delay,
hinder, or defraud creditors."  Whether a conveyance to a
creditor is fraudulent is determined by the three "points" (as
the author calls them) of intent, the consideration, and the bona
fides of the transfer.  Consideration generally refers to the
right of the debtor to use certain property or other assets to
settle a debt.  Bona fide means that the debtor was not given the
property, loan, etc., fraudulently by the creditor.

From the basics of the definitions, Bump moves on to the many
facets of this area of law dealing with circumstances in all
types of human relationships.  Not only business dealings, but
transactions establishing a debtor-creditor relationship between
members of a family, neighbors, governments, and just about any
two legally recognized parties are covered by the law of
fraudulent conveyances.  Subsequent creditors, ambiguous
contracts, and determining the value of property to pay debts are
all factors bringing complications to such law which Bump
systematically takes up.

Though the book was written in the mid latter 1800s, since the
basics of the law of fraudulent conveyances have not changed much
since then--or from when such law was formulated for that matter
-- Bump's work remains relevant and educating for anyone from
lawyers to businesspersons to lay persons interested in the
topic.  A detailed index running close to 50 pages takes readers
to specific topics of this involved legal subject.


                            *********

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.


                 * * * End of Transmission * * *