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        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, June 1, 2012, Vol. 13, No. 109

                            Headlines



D E N M A R K

* DENMARK: Moody's Cuts Ratings on Nine Financial Institutions


F R A N C E

CINRAM OPTICAL: Files for Insolvency
FCC PROUDREED: S&P Lowers Rating on Class E Notes to 'BB+'


G R E E C E

SEANERGY MARITIME: Gets Waiver on Breaches, Wins Loan Extension


I R E L A N D

ANGLO IRISH: BOI to Vote on EUR3-Bil. Bailout Loan on June 18


I T A L Y

PRAMAC GROUP: Goes Into Liquidation


N E T H E R L A N D S

AAT LTD: To Face Administration or Liquidation if Sale Fails
PATHER CDO IV: S&P Cuts Ratings on Three Note Classes to 'CCC+'


R O M A N I A

POSTA ROMANA: Gov't Allows Debt Rescheduling to Avert Insolvency
TVR: On Brink of Bankruptcy; Fails to Pay Salaries
UCM RESITA: Bucharest Court Appoints Euro Insol as Administrator


R U S S I A

TELE2 RUSSIA: Fitch Affirms LT Issuer Default Rating at 'BB+'
S L O V A K   R E P U B L I C
* SLOVAK REPUBLIC: Bankruptcies Hit Record High in First Quarter


S P A I N

AYT COLATERALES: Fitch Lifts Rating on EUR10.5MM Notes to 'BBsf'
CABLEUROPA SAU: Moody's Assigns '(P)B1' Rating to New Sr. Notes
CABLEUROPA SAU: S&P Raises Corporate Credit Rating to 'B+'
NARA CABLE: Fitch Assigns 'BB-(exp)' Rating to US Dollar Issue
* SPAIN: European Commission Proposes to Potential Lifelines


S W E D E N

SAAB AUTOMOBILE: Youngman Makes Fresh Bid for About SEK4 Billion


U N I T E D   K I N G D O M

DEWEY & LEBOEUF: Appoints BDO as Administrators
GUSTO GAMES: Axes Remaining Jobs Following Administration
HASTIE GROUP: Faces Raft of Legal Actions; Auditor Questioned
HASTIE GROUP: Electrical Apprentices Find New Placements
RANGERS FOOTBALL: Unsecured Creditors to Recover 10% of Claims

THPA FINANCE: Fitch Affirms Rating on Class C Notes at 'BB-'
YELL GROUP: S&P Cuts CCR to 'CCC+' on Debt-Restructuring Risk
* UK: Fewer Businesses Declare Insolvency in April


X X X X X X X X

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix


                            *********


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D E N M A R K
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* DENMARK: Moody's Cuts Ratings on Nine Financial Institutions
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings for nine
Danish financial institutions and for one foreign subsidiary of a
Danish group by one to three notches. The short-term ratings
declined by one notch for six of these institutions.

The rating outlooks for five banks affected by the rating actions
are stable, whereas the rating outlooks for two banks and for all
three specialised lenders affected by the rating actions are
negative

Please click on this http://is.gd/i0FWH2for the List of Affected
Credit Ratings.  The list identifies each affected issuer.

The magnitude of some of the downgrades reflects a range of
concerns, including the risk that some institutions' concentrated
loan books deteriorate amidst difficult domestic and European
conditions, with adverse consequences on their ability to
refinance maturing debt. The latter concern is exacerbated by
structural changes in the terms of Danish covered bonds and the
mix of underlying assets that lead to increased refinancing risk.
While Moody's central scenario remains that financial
institutions show some resilience to what will likely be a
prolonged difficult environment -- and the revised rating levels
for most Danish financial institutions continue to reflect low
risks to creditors -- the rating actions reflect the view that
these risks have increased.

The rating actions reflect two key sets of drivers:

1. A difficult operating environment, weakening asset quality and
low profitability. Danish financial institutions face sluggish
domestic economic growth, weakening real estate prices and higher
levels of unemployment, as well as the risk of external shocks
from the ongoing euro area debt crisis. Asset quality is
deteriorating, and these pressures are expected to continue,
exacerbated by (i) the junior-lien status of most mortgages in
the loan books of Danish banks, and (ii) for specialized lenders,
their concentrated exposure to certain sectors which leave them
vulnerable to sector downturns. Further, Danish financial
institutions' weak profitability limits their ability to absorb
losses in this environment.

2. Substantial market-funding reliance of most financial
institutions increases vulnerability. Most market funds are in
the form of covered bonds which have historically been a stable
funding source. But structural changes to that market have
increased refinancing risk, posing a particular concern for
mortgage credit institutions whose access to alternative funding
is limited.

Additional drivers specific to individual rated institutions are
detailed below.

Moody's recognizes several mitigating factors that have limited
the extent of the downgrades, but they do not fully offset the
above-mentioned concerns. These mitigating factors include (i)
the still-moderate level of problem loans at many institutions,
and their relatively good levels of capitalization; (ii) sound
government finances (as reflected in Denmark's Aaa government
bond rating, with a stable outlook), (iii) the considerable
(though not necessarily liquid) wealth of Danish households; and
(iv) the high level of social security, which provides a level of
support for borrowers and the economy.

OUTLOOKS MOSTLY STABLE FOR BANKS, NEGATIVE FOR SPECIALISED
LENDERS

The rating outlooks are stable for most banks affected by the
actions. Stable rating outlooks reflect Moody's view that
currently-foreseen risks are incorporated in the revised rating
levels. The negative rating outlooks for two banks incorporate
issuer-specific factors. The negative outlooks for Danish
mortgage credit institutions and for Danmarks Skibskredit reflect
their near-exclusive reliance on covered bond funding, and for
mortgage institutions also increased refinancing risk as a result
of growth in covered bonds that fund adjustable-rate mortgages.

AVERAGE RATINGS FOR DANISH FINANCIAL INSTITUTIONS DECLINED TO
Baa1

The average senior long-term ratings for Danish financial
institutions are now at Baa1, on an asset-weighted basis. This
average reflects the impact of the above-described downside risks
on standalone financial profiles and limited support-driven
ratings uplift. Moody's believes that Danish banks and credit
institutions are in a weaker position relative to their Nordic
peers to manage the credit risks emanating from the challenging
domestic operating environment.

OVERVIEW OF RATING ACTIONS

The changes to issuers' senior ratings can be summarized as
follows:

  - BANKS

1. Danske Bank (deposit rating Baa1, standalone bank financial
strength rating (BFSR) C- / baseline credit assessment (BCA)
baa2) was downgraded by two notches, and its short-term rating
downgraded to P-2 from P-1. Danske's Finnish subsidiary Sampo
Bank (deposits A2; BFSR C- / BCA baa1) was downgraded by one
notch.

2. Jyske Bank (deposits Baa1; BFSR C- / BCA baa2) was downgraded
by two notches, and its short-term rating downgraded to P-2 from
P-1.

3. Sydbank (deposits Baa1; BFSR C- / BCA baa2) was downgraded by
two notches, and its short-term rating downgraded to P-2 from P-
1.

4. Spar Nord Bank (deposits Baa3; BFSR D+ / BCA baa3) was
downgraded by one notch. The bank's short-term rating was
downgraded to P-3 from P-2.

5. Ringkjobing Landbobank (deposits Baa1; BFSR C- / BCA baa1) was
downgraded by one notch. The bank's P-2 short-term rating was
affirmed.

- SPECIALISED CREDIT INSTITUTIONS

1. Nykredit Realkredit (issuer rating Baa2) was downgraded by
three notches. Its subsidiary Nykredit Bank (deposits Baa2; BFSR
D+ / BCA baa3) was downgraded by three notches. Short-term
ratings for both institutions were downgraded to P-2 from P-1.

2. DLR Kredit (issuer rating Ba1) was downgraded by three
notches.

3. Danmarks Skibskredit (issuer rating Baa2) was downgraded by
three notches.

The Aaa ratings on government guaranteed debt issued by these
institutions are not affected by the rating actions.

RATIONALE -- STANDALONE CREDIT STRENGTH

FIRST DRIVER -- DIFFICULT OPERATING ENVIRONMENT, WEAKENING ASSET
QUALITY AND LOW PROFITABILITY

The operating environment in Denmark is characterized by weak
economic growth, weakening real estate prices and higher levels
of unemployment. The International Monetary Fund (IMF) projects
Denmark's gross domestic product (GDP) growth for 2012 at a low
0.5%. Low economic growth constrains credit demand, whilst
prolonged stagnation strains debtors' ability to repay their
loans. Both trends will likely affect loan performance.
Unemployment has risen, albeit from very low levels. Another
factor weighing on the Danish economy is the weakened real estate
market.

In addition, Danish households are susceptible to adverse
conditions because of their high debt burden. Total financial
liabilities of households amounted to 142% of GDP at year-end
2010, about twice as high as the 79% European Union average.
Furthermore, the large size of the Danish financial sector
increases the risk of negative feedback effects between a
weakening economy and the health of financial institutions.

Further shocks may also emanate from the ongoing euro area debt
crisis. While not a euro member, Denmark's small, open economy
and its financial markets are integrated into the EU, and neither
would be immune from further external shocks.

The above-described adverse conditions have already led to
moderately higher problem loans, contained in part by
historically-low interest rates which reduce debt service costs.
Moody's expects further asset quality deterioration, particularly
if real estate prices fall further and/or interest rates
increase.

These asset quality concerns are exacerbated by Danish banks'
providing either second or sequential-lien loans, given the
practice of banks to transfer originated first-lien loans to
mortgage credit institutions. Moody's believes that in a stress
scenario this junior position leads to many Danish banks being at
risk of higher levels of losses than similar institutions in
other markets.

Meanwhile, Danish mortgage and shipping credit institutions tend
to focus on specific sectors, for example commercial and
household mortgages, agriculture, or shipping. As such, they are
particularly exposed to a downturn in these sectors.

Finally, Danish financial institutions' low profitability limits
their ability to absorb losses. Low and even negative credit
growth, paired with the low interest environment, has negatively
affected banks' interest and fee income, even as institutions
have increased lending margins. Accordingly, pre-provision
earnings of Danish financial institutions are limited and have in
2011 been largely absorbed by provisioning costs. Danish banks
have improved capital, but low profitability means there is
limited capacity to absorb additional losses without eroding
capital.

SECOND DRIVER -- MARKET FUNDING RELIANCE

Moody's views the reliance of many Danish financial institutions
on wholesale market funding as a weakness, because it leaves them
vulnerable to potential sudden changes in investor sentiment.
Moody's recognizes the historical stability of the Danish covered
bond market, on which many domestic financial institutions rely,
directly or indirectly, for large parts of their funding.
However, Moody's is increasingly concerned by the dependence of
Danish institutions on the uninterrupted functioning of that
market, particularly given changes to its structure that increase
refinancing risk.

The Danish covered bond market has shifted from long-term
issuance that matched mortgage duration, to covered bonds of
shorter maturities (funding adjustable-rate mortgages, ARMs, with
annual rate adjustments). The maturity mismatch between long-term
mortgages and the covered bonds funding them raises issuers'
exposure to refinancing risk very significantly. This is a credit
negative, as refinancing risk has materialized repeatedly in
global funding markets over the course of the financial crisis,
even for ostensibly reliable and resilient sectors.

Moody's ratings downgrades on specialized mortgage lenders are
larger than for Danish banks. Given their near-complete reliance
on covered bonds, specialized lenders would likely struggle to
access alternative funding sources in a funding stress scenario.
Furthermore, most Danish covered bonds require additional
collateral to be provided if the market value of existing
collateral falls. However, specialized issuers possess limited
unpledged assets and may need recourse to unsecured markets or to
support from Danmarks Nationalbank in a stress scenario.

In addition, Moody's recognize that covered bonds play a central
role in Denmark, amounting to DKK2.4 trillion, or
approximately135% of GDP, at year-end 2011. They are widely
issued by financial institutions who also hold them as liquid
assets. Any issuer-specific problem would therefore likely spread
and affect other institutions.

For Danmarks Skibskredit, Moody's recognizes that their market
funding, via shipping bonds, continues to operate on a matched
maturity basis that reduces refinancing risk, assuming continued
asset performance. However, Moody's rating downgrade reflects the
risks associated with the institution's concentrated asset
portfolio, combined with the reliance on this single market
funding instrument.

SYSTEMIC SUPPORT UPLIFT REMAINS LIMITED

Moody's has not changed its support assumptions for Danish
financial institutions with respect to local or national
governments. The senior long-term ratings for several
institutions continue to be positioned one notch above their
standalone credit assessments, as Moody's expects them to benefit
from a degree of government support, if needed. Support-driven
ratings uplift is, however, limited compared with other European
systems, given that the Danish authorities have created a
legislative and institutional structure which allows them to
impose losses on banks' senior creditors, and have used this
structure in the resolution of two small institutions.

Moody's recognizes that large, more complex institutions are
inherently harder to resolve without disruption to markets, and
that the incentive for the government to provide support to
bondholders is commensurately greater. Nevertheless, the clear
desire of the Danish government to protect taxpayers by ensuring
that bondholders bear losses, clear statements of intent to that
effect and the legislative framework put in place argue for
limiting systemic support uplift.

The subordinated debt and preferred stock ratings for seven of
the affected financial institutions have been downgraded by the
same number of notches as their senior ratings. Subordinated debt
at Danske Bank's Finnish subsidiary, Sampo Bank, was downgraded
by three notches, following the removal of systemic support for
these securities. The removal of support for this debt class
reflects Moody's view that in Finland, systemic support for
subordinated debt may no longer be sufficiently predictable or
reliable to be a sound basis for incorporating uplift into
Moody's ratings.

ACTIONS FOLLOW REVIEW ANNOUNCEMENTS ON FEBRUARY 15, 2012 AND
PREVIOUSLY

The rating actions follow Moody's decision to review for
downgrade the ratings for 114 European financial institutions,
including Danish banks. The ratings of Danmarks Skibskredit had
previously been placed on review for downgrade.

WHAT COULD MOVE THE RATINGS UP/DOWN

Rating upgrades are unlikely in the near future for banks
affected by the actions, for the reasons cited above. A limited
amount of upward rating momentum could develop for some banks if
a bank substantially improves its credit profile and resilience
to the prevailing conditions. This may occur through increased
standalone strength, e.g. bolstered capital and liquidity
buffers, work-out of asset quality challenges or improved
earnings. Improved credit strength could also result from
external support, e.g. via a change in ownership or improved
systemic support.

While the current rating levels and outlooks incorporate a degree
of expected further deterioration, ratings may decline further if
(i) operating conditions worsen beyond current expectations,
notably if Denmark's sovereign creditworthiness and economic
environment encounter material negative pressure, leading to
asset quality deterioration exceeding current expectations, and
(ii) Danish banks' market funding access, via covered bonds or
wholesale markets, experiences a sharp decline.

BANK-SPECIFIC RATING CONSIDERATIONS

DANSKE BANK: The downgrade reflects continued pressure on Danske
Bank's asset quality, especially regarding its exposures to
Ireland, which we expect will continue to undermine the bank's
ability to build a solid base for earnings in the short to medium
term. In addition, amidst weak economic growth, deflating real
estate prices and increasing unemployment, Moody's believes the
operating environment in Denmark remains difficult and expects it
will be challenging for Danske Bank to manage its domestic
exposures. Moody's also cautions that low interest-rate levels
have thus far supported borrowers' ability to repay their debts
but loans with variable rates are vulnerable to interest-rate
hikes. Another key driver for the rating action is Danske Bank's
substantial reliance on market funding, which renders it
susceptible to changes in investor sentiment. Even though Moody's
recognizes that covered bonds have historically been a stable
funding source, the rating agency notes the shift to shorter term
instruments has increased refinancing risk.

SAMPO BANK: While Moody's recognizes the macro-economic
environment in Finland is more supportive than in many other
European countries, in Moody's view the ongoing crisis in the
Euro area will likely negatively affect economic growth -- and
thereof Sampo Bank's earnings opportunities in Finland.
Furthermore, even though Moody's positively notes that Sampo Bank
has had good access to capital markets so far, Moody's views its
high usage of market funds as a key credit risk, due to the
confidence sensitivity that such funding relies on.

The rating action also captures Moody's view that asset quality
will remain under pressure and that the bank's corporate
exposures may give rise to increased need for provisions. Moody's
also cautions that low interest-rate levels have thus far
supported borrowers' ability to repay their debts and that loans
with variable rates are vulnerable to interest-rate hikes.

JYSKE BANK: The downgrade reflects the difficult operating
environment for Danish banks, and specifically Jyske Bank's
relatively high exposure to agricultural and commercial real
estate lending, as well as the bank's reliance on second and
sequential lien mortgages in household and corporate lending. The
latter factor is in line with other Danish banks and results from
the stronger funding position of mortgage credit institutions
that fund the first lien mortgage loans, but compared to the
bank's international peers Moody's views this position as credit
negative, particularly in the current environment of weakening
asset quality. Moody's positively notes that Jyske Bank maintains
a strong position in the Danish market with an estimated market
share of approximately 10% for bank loans and with a good
national presence, Jyske Bank has also proved that it still has
access to funding markets and has a sizeable liquidity portfolio,
substantially consisting of other Danish institutions' covered
bonds. Jyske Bank also successfully completed a DKK1.2 billion
share issue in Q1 2012.

The rating action also captures Moody's view that exposures to
more volatile sectors such as agriculture and commercial real
estate may give rise to increased need for provisions. Moody's
also cautions that low interest-rate levels have thus far
supported borrowers' ability to repay their debts but loans with
variable rates are vulnerable to interest-rate hikes.

SYDBANK: The downgrade reflects the difficult operating
environment for Danish banks, and more specifically Sydbank's
relatively high exposure to agricultural and commercial real
estate lending, as well as the bank's reliance on second and
sequential lien mortgages in household and corporate lending. The
latter factor is in line with other Danish banks and results from
the stronger funding position of mortgage credit institutions
that fund the first lien mortgage loans. However compared to the
bank's international peers Moody's views this position as credit
negative, particularly in the current environment of weakening
asset quality. Moody's positively notes that Sydbank maintains a
relatively strong position in the Danish market with an estimated
market share of approximately 6% for bank loans with a good
national presence. Sydbank's reported asset quality is also
better than domestic peers, with problem loans/ gross loans at
end 2011 of 4%, among the lowest of the rated Danish banks.
Sydbank has also proven access to funding markets, albeit at
higher interest rates, and has a sizeable liquidity portfolio,
much of it consisting of other Danish institutions' highly rated
covered bonds.

The rating action also captures Moody's view that exposures to
more volatile sectors such as agriculture and commercial real
estate may give rise to increased need for provisions. Moody's
also cautions that low interest-rate levels have thus far
supported borrowers' ability to repay their debts but loans with
variable rates are vulnerable to interest-rate hikes.

SPAR NORD BANK: The downgrade reflects the difficult operating
environment for Danish banks and Spar Nord's relatively high
exposure to agricultural and commercial real estate lending,
combined with the challenges the bank faces in refinancing its
outstanding government guaranteed debt maturing in 2012 and 2013
(DKK3.7 billion and DKK2.5 billion respectively). The bank also
relies on second and sequential lien mortgages in household and
corporate lending, in line with other Danish banks, as a result
of the stronger funding position of mortgage credit institutions
that generally fund the first lien mortgage loans. However
compared to the bank's international peers Moody's views this
position as credit negative, particularly in the current
environment of weakening asset quality.

The rating action also captures Moody's view that exposures to
more volatile sectors such as agriculture and commercial real
estate may give rise to increased need for provisions. Moody's
also cautions that low interest-rate levels have thus far
supported borrowers' ability to repay their debts but loans with
variable rates are vulnerable to interest-rate hikes.

RINGKJOBING LANDBOBANK: The downgrade reflects the difficult
operating environment for Danish banks, as well as the bank's
relatively limited regional franchise in the West of Jutland,
which makes the bank more vulnerable to region-specific
developments. The bank is characterized by relatively high
exposure to agricultural lending, which has led to elevated
provisioning needs, and wind turbine financing. Moreover, the
bank relies on second and sequential lien mortgages in household
lending, whereas the corporate lending comprises a mix of first
and second lien financing. In particular the wind turbines
financing benefits from first lien mortgages. This results from
the stronger funding position of mortgage credit institutions
that generally fund Danish households' and corporates' first lien
mortgage loans, but compared to the bank's international peers
Moody's views this position as credit negative, particularly in
the current environment of weakening asset quality.

The rating action captures Moody's view that exposures to more
volatile sectors may give rise to increased need for provisions.
Moody's also cautions that low interest-rate levels have thus far
supported borrowers' ability to repay their debts but loans with
variable rates are vulnerable to interest-rate hikes. The one-
notch downgrade of the standalone credit assessment for
Ringkjobing Landbobank to baa1 means Moody's views the bank as
the strongest rated Danish financial institution on a standalone
basis. This assessment reflects Ringkjobing's solid recent
performance with high levels of profitability and capital.

NYKDREDIT REALKREDIT: The downgrade reflects Moody's view that
the challenges Nykredit Realkredit faces have increased, notably
regarding the operating environment in Denmark, exposures to more
volatile sectors, and wholesale funding reliance. The Danish
operating environment continues to be characterized by weak
economic growth, deflating real estate prices, and increased
unemployment. Nykredit Realkredit has relatively high exposure to
more vulnerable sectors such as agriculture and commercial real
estate. Moody's cautions that low interest-rate levels have thus
far supported borrowers' ability to repay their debts but loans
with variable rates are vulnerable to interest-rate hikes. With
regards to Nykredit Realkredit's reliance on covered bond
funding, Moody's has recognized the historically strong
structural features of the Danish covered bond system. However,
Moody's is increasingly concerned by the dependence of Danish
institutions on the uninterrupted functioning of that market,
particularly given changes to its structure that increase
refinancing risk.

NYKREDIT BANK: The downgrade of Nykredit Bank's BFSR reflects
Moody's view that the challenges the bank faces have increased,
notably regarding the operating environment and asset quality
concerns. The downgrade of Nykredit Bank's senior debt to Baa2
reflects the downgrade of its parent Nykredit Realkredit (issuer
rating to Baa2 from A2).The bank is characterized by relatively
high exposures to commercial real estate, which has led to
elevated provisioning needs. Moreover, in line with other Danish
banks, the bank relies on second and sequential lien mortgages in
household and corporate lending. This results from the stronger
funding position of mortgage credit institutions, including its
parent Nykredit Realkredit, that generally fund Danish
households' and corporates' first lien mortgage loans. Compared
to the bank's international peers Moody's views this position as
credit negative, particularly in the current environment of
weakening asset quality. Moody's positively recognizes Nykredit
Bank's franchise strength as part of the Nykredit Realkredit
Group: at year-end 2011 Moody's estimated the bank's loan and
deposit market share at 5%. The bank maintains healthy capital
ratios and benefits from Group support, though Moody's deems the
group's ability to generate additional capital in case of need as
more limited. The rating action also captures Moody's view that
exposures to more volatile sectors such as agriculture and
commercial real estate may give rise to increased need for
provisions. Moody's cautions that low interest-rate levels have
thus far supported borrowers' ability to repay their debts but
loans with variable rates are vulnerable to interest-rate hikes.

DLR KREDIT: The downgrade reflects DLR Kredit's sole reliance on
one funding instrument, covered bond funding. Moody's considers
concentrated reliance on one form of funding as a weakness, as it
reduces the funding flexibility under stress. Although Moody's
recognizes the strong historic features of the Danish covered
bond system, the rating agency notes the shift to shorter term
instruments has increased refinancing risk. Moody's regards
continued funding access as a key aspect of the creditworthiness
of any financial institution, and consequently generally regard a
concentrated funding profile as a credit weakness. In the event
of any name-specific or system-specific investor concerns with
respect to covered bonds, Moody's views Danish mortgage
institutions' access to alternative market funding as extremely
limited.

The rating action also captures the difficult operating
environment for Danish financial institutions, as well as Moody's
view that DLR Kredit's focus on more volatile sectors such as
agriculture and commercial real estate may give rise to increased
need for provisions. Moody's cautions that low interest-rate
levels have thus far supported borrowers' ability to repay their
debts but loans with variable rates are vulnerable to interest-
rate hikes. The rating decision also takes into account that the
creditworthiness of DLR Kredit's shareholding banks, that provide
asset quality guarantees, has declined in recent years.

DANMARKS SKIBSKREDIT: The downgrade reflects Moody's view that
the challenges DSF faces have increased, notably regarding (i)
the continued vulnerable operating environment for shipping, on
which DSF's lending is fully focused, (ii) high borrower
concentration, and (iii) reliance on wholesale funding. As for
other Danish specialized lenders, Moody's views DSF's reliance on
wholesale market funding as a weakness, because it renders the
institution vulnerable to potential sudden market movements and
changes in investor sentiment. Moody's recognizes that DSF's
market funding, via shipping bonds, continues to operate on a
matched maturity basis that reduces refinancing risk, assuming
continued asset performance. However, the turmoil in shipping
markets and the institutions' highly concentrated asset portfolio
have increased the risk of DSF's market funding reliance.

Mitigating factors that have limited the extent of the downgrade
include (i) DSF's well established franchise, (ii) its good
capital position and liquidity cushion, and (iii) its proven
track record in maintaining asset quality over a volatile period
in shipping.

The principle 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.



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F R A N C E
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CINRAM OPTICAL: Files for Insolvency
------------------------------------
Cinram International Income Fund disclosed that Cinram Optical
Discs SAS, a French subsidiary engaged in DVD replication, has
filed for insolvency.  The application was scheduled to be heard
on May 31, 2012.

The DVD manufacturing operation has been impacted by a steady
decline in volumes in recent years.

The insolvency proceedings will not impact Cinram's distribution
operations in France nor its operations in other regions.



FCC PROUDREED: S&P Lowers Rating on Class E Notes to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
all classes of notes in FCC Proudreed Properties 2005. "We also
removed from CreditWatch negative our ratings on the class A, B,
and C notes," S&P said.

"Our ratings address timely payment of interest and repayment of
principal not later than legal final maturity," S&P said.

"FCC Proudreed Properties 2005 is a secured loan transaction. The
issuer used the proceeds of the note issuance to make two
separate loans of EUR104.5 million to Proudreed France and
EUR292.8 million to Paris Properties. These advances were made
under the terms of two commercial loan agreements and were
initially secured by 134 properties spread across France. The
loans mature in August 2014 and the final maturity date of the
notes is in August 2017. There is no cross-collateralization
between the two loans. Both of the loans remain current and the
outstanding note balance has now reduced to EUR332.3 million from
EUR397.4 million at closing following property disposals," S&P
said.

                 PARIS PROPERTIES (75% OF THE POOL)

The Paris Properties loan, the larger of the two loans, has an
outstanding balance of EUR248.9 million, and matures in August
2014. The loan is a bullet loan (i.e., it has no scheduled
amortization payable during its term).

At closing, the issuer entered into arrangements to hedge the
loan against interest rate increases.

"In May 2012, the servicer reported a 12-month backward-looking
interest coverage ratio (ICR) of 4.26x and a three-month forward-
looking ICR of 5.07x. These ratios compare with a loan event of
default ICR covenant of 1.20x. Although the loan-to-value (LTV)
ratio will not be tested before August 2012, the December 2010
market value implies a 63.2% LTV. This ratio compares with a
loan event of default LTV covenant of 70%," S&P said.

"The loan is now secured against a portfolio of 74 mixed-use
properties spread across France (compared with 99 assets at
closing). The remaining portfolio mainly consists of
warehouse/distribution facilities (83% by lettable area) with a
large concentration in the Ile-de-France region (43% by lettable
area). With a reported occupancy rate of 93.3%, occupancy levels
have remained resilient since issuance (92.2% at closing). The
assets are multi-tenanted with the top 10 tenants contributing
approximately 37% of the annual gross rental income. We consider
that the income remains exposed to inherent risks associated with
lease break options. However lease terms for commercial
properties in France are typically short," S&P said.

                  PROUDREED FRANCE (25% OF THE POOL)

The Proudreed France loan, the smaller of the two loans, has an
outstanding balance of EUR83.4 million, and matures in August
2014. The loan is a bullet loan (i.e., it has no scheduled
amortization payable during its term).

At closing, the issuer entered into arrangements to hedge the
loan against interest rate increases.

"In May 2012, the servicer reported a 12-month backward-looking
ICR of 3.69x and a three-month forward-looking ICR of 5.81x.
These ratios compare with a loan event of default ICR covenant of
1.20x. Although the LTV ratio will not be tested before August
2012, the December 2010 market value implies a 57.0% LTV. This
ratio compares with a loan event of default LTV covenant of 70%,"
S&P said.

"The loan is now secured against a portfolio of 29 mixed-use
properties spread across France (compared with 35 assets at
closing). The remaining portfolio consists mainly of
warehouse/distribution facilities (71% by lettable area) with the
highest concentration in the Ile-de-France region (35% by
lettable area). With a reported occupancy rate of 93.9%,
occupancy levels have remained resilient since issuance (89.2% at
closing). The assets are multi-tenanted but the top 10 tenants
contribute approximately 70% of the annual gross rental income,
suggesting income concentration, in our view. As stated
previously, the income is exposed to lease break risks," S&P
said.

                       COUNTERPARTY RISK

"On Jan. 31, 2012, we placed on CreditWatch negative our credit
ratings on the class A, B and C notes following the downgrade of
our long-term rating on the issuer's liquidity facility provider
HSBC France to 'AA-' from 'AA' on Nov. 29, 2011. The maximum
rating achievable for this transaction under our 2010
counterparty criteria cannot be higher than our long-term rating
on the issuer's liquidity facility provider HSBC France (AA-
/Stable/A-1+). Therefore we have lowered to 'AA- (sf)' from 'AA
(sf)' and removed from CreditWatch negative our rating on the
class A notes. At the same time, we removed from CreditWatch
negative our ratings on the class A, B, and C notes," S&P said.

                      RATING ACTIONS

"Taking into account our review of the loans, we consider that
the probability of default of the loans has increased in light of
the difficult commercial real estate market and lending
conditions, which could further depress property values. As a
consequence, and even though we do not see the risk as imminent,
we consider that the notes' creditworthiness has deteriorated. As
a result, we have lowered our ratings on the class B, C, D, and E
notes to reflect these credit risks. We also lowered our rating
on the class A notes for counterparty reasons," S&P said.

         POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

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

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

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

                STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                       Rating
                    To                     From

FCC Proudreed Properties 2005
EUR397.4 Million Commercial Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

A                   AA- (sf)               AA (sf)/Watch Neg
B                   AA- (sf)               AA (sf)/Watch Neg
C                   A (sf)                 AA (sf)/Watch Neg

Ratings Lowered

D                   BBB+ (sf)              A (sf)
E                   BB+ (sf)               BBB+ (sf)



===========
G R E E C E
===========


SEANERGY MARITIME: Gets Waiver on Breaches, Wins Loan Extension
---------------------------------------------------------------
Seanergy Maritime Holdings Corp. entered into amendments to
certain terms of the loan agreements with Marfin Egnatia Bank SA.

Marfin specifically extended the Company's revolving and term
facilities' maturity date from 2015 to 2018; deferred principal
debt payments originally falling due in 2012; and amended the
facilities' installment profiles.  Furthermore, the Company
received an extension of the waiver on its security margin
covenant for the period from January 3, 2012 through January 1,
2014, and the Company received a waiver of all other financial
covenants until January 1, 2014. The applicable margin on both
facilities was increased by 50 basis points per annum.
Additionally, Marfin waived all previous covenant breaches.

Seanergy Maritime Holdings Corp. is a Marshall Islands
corporation with its executive offices in Athens, Greece.  The
Company is engaged in the transportation of dry bulk cargoes
through the ownership and operation of dry bulk carriers.



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


ANGLO IRISH: BOI to Vote on EUR3-Bil. Bailout Loan on June 18
-------------------------------------------------------------
Donal O'Donovan at Independent.ie reports that Ireland
shareholders will finally vote next month on whether to lend
EUR3.06 billion to the Government to help meet the cost of the
controversial Anglo Irish Bank "promissory note."

In March, the board of Bank of Ireland agreed to make the loan so
that the Government could meet the first payment due under the
controversial "promissory note" used to bail out Anglo Irish
Bank, Independent.ie recounts.

The loan was part of Finance Minister Michael Noonan's scheme to
repay the controversial installment without dipping into the
annual budget, after EU authorities rejected pleas to postpone
the payment, Independent.ie notes.

However, the loan has yet to be made, Independent.ie states.
Despite board approval, the deal must be backed by the bank's
shareholders at an extraordinary general meeting, Independent.ie
discloses.  That's because the State, as a borrower, is
considered a "related party" under banking rules because it is a
shareholder in the bank, according to Independent.ie.

When the payment fell due on March 31, Mr. Noonan ordered the
National Asset Management Agency to make the payment,
Independent.ie relates.  NAMA paid the Anglo Irish Bank
instalment out of its EUR4.3 billion cash pool, pending Bank of
Ireland approval to take over the loan, Independent.ie discloses.

The temporary NAMA loan was due to expire on May 30, before any
date had been set for the Bank of Ireland EGM. NAMA then extended
the facility on May 30 until June 20, piling pressure on Bank of
Ireland to approve the deal, Independent.ie notes.

On Wednesday night, the bank said the vote would go ahead on
June 18, Independent.ie recounts.  The bank said it had been
impossible to call the meeting earlier because it needed
regulatory approval before putting the deal to a vote, according
to the report.

Anglo Irish Bank was an Irishbank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation.



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


PRAMAC GROUP: Goes Into Liquidation
-----------------------------------
International Rental News reports that Italian-based genset
manufacturer Pramac has gone into liquidation following a special
meeting of shareholders on May 23, 2012.

According to IRN, shareholders rejected a restructuring/
recapitalisation proposal from Pramac's board of directors and
instead appointed a board of liquidators to oversee the
liquidation process.  Trading of the company's shares on the
Italian stock market was suspended on the following day.

IRN says Pramac made a loss of EUR94.8 million on revenues of
EUR222 million last year and that the losses stem mainly from the
performance of its Pramac Solar business in Switzerland.

The Pramac Group develops, manufactures, and markets generator
sets for power generators.  It operates through 37 companies in
21 countries and employs more than 800 people. It has six
manufacturing plants, one at its headquarters in Siena, Italy,
and others in Spain, France, China, Switzerland and the US.



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


AAT LTD: To Face Administration or Liquidation if Sale Fails
------------------------------------------------------------
Maaike Noordhuis at Bloomberg News reports that Antonov, an
automatic transmissions maker for small cars, said its AAT unit
is up for sale and if unsold will go into administration or
liquidation.

In a separate report, Bloomberg' Jurjen van de Pol notes that a
decision is expected next week.

Dutch Prince Bernhard van Oranje resigned from the company's
board, Bloomberg relates.

AAT Ltd. is based in the Netherlands.


PATHER CDO IV: S&P Cuts Ratings on Three Note Classes to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on all rated notes in
Panther CDO IV B.V.

"The rating actions follow our assessment of the transaction's
performance. We used data from the trustee report (dated March
31, 2012), performed our credit and cash flow analysis, and took
into account recent transaction developments. We applied our 2010
counterparty criteria, cash flow criteria, and CDO of ABS
criteria," S&P said.

"From our analysis, we have observed a decrease in the assets
that we consider to be rated in the 'CCC' category ('CCC+',
'CCC', and 'CCC-'), since we last reviewed the transaction.
However, the defaulted assets (rated 'CC', 'C', 'SD' [selective
default], or 'D') in the collateral pool have increased since our
previous review. All par value tests continue to perform below
the required trigger, as was the case in our previous review. The
aggregate collateral balance has decreased since our previous
review, and there is higher principal outstanding on the class B,
C, D and E notes (deferrable notes), which is the result of the
capitalization of deferred interest on these notes. The March
2012 trustee report outlines that the issuer used interest
proceeds to pay the principal amount on the class A notes. No
interest proceeds were paid on the class B, C, D, and E notes,"
S&P said.

"We subjected the capital structure to our cash flow analysis,
based on the updated methodology and assumptions as outlined by
our CDO of ABS criteria (which include lower recoveries on
structured finance assets, among other things) and our 2009
corporate CDO 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.

"At the same time, we conducted our credit analysis, based on our
revised assumptions on asset correlation and asset specific
maturity for structured finance assets which we then compared to
the respective BDRs," S&P said.

"Taking into account our credit and cash flow analysis, we
consider the credit enhancement available to all of the classes
of notes in this transaction to be commensurate with lower
ratings than we previously assigned. We have therefore lowered
and removed from CreditWatch negative our ratings on all of the
rated notes," S&P said.

"In our cash flow analysis, the class E1 and E2 notes were
passing at a higher rating but the application of our largest
obligor default test (a supplemental stress test that we
introduced in our 2012 CDO of ABS criteria) constrained our
ratings on these notes," S&P said.

"We have analyzed the derivative counterparties' exposure to the
transaction, and concluded that the derivative exposure is
currently sufficiently limited, so as not to affect the ratings
that we have assigned," S&P said.

Panther CDO IV is a cash flow collateralized debt obligation
(CDO) of mixed assets that closed in 2006.

              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

Panther CDO IV B.V.
EUR410 Million Floating-Rate Notes

Class               Rating
          To                     From
A1        AA- (sf)               AAA (sf)/Watch Neg
A2        A+ (sf)                AAA (sf)/Watch Neg
B         BBB+ (sf)              A+ (sf)/Watch Neg
C         BB+ (sf)               BBB+ (sf)/Watch Neg
D         B+ (sf)                BB+ (sf)/Watch Neg
E1        CCC+ (sf)              BB- (sf)/Watch Neg
E2        CCC+ (sf)              BB- (sf)/Watch Neg
P Comb    CCC+ (sf)              BB- (sf)/Watch Neg



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


POSTA ROMANA: Gov't Allows Debt Rescheduling to Avert Insolvency
----------------------------------------------------------------
Ioana Tudor at Ziarul Financiar reports that Posta Romana was
allowed to rethink the payment of debts to state institutions to
avoid entering insolvency.

The decision was approved by the government on Wednesday, Ziarul
Financiar relates.


TVR: On Brink of Bankruptcy; Fails to Pay Salaries
--------------------------------------------------
FOCUS News Agency, citing ITAR-TASS, reports that TVR, Romania's
national public television, is on the verge of bankruptcy.

According to FOCUS, ITAR-TASS reported that the television
station stopped paying salaries to some of the journalists after
its bank accounts were blocked by the national tax agency.

TVR owes EUR140 million and there is money for salaries only for
three months, FOCUS discloses.


UCM RESITA: Bucharest Court Appoints Euro Insol as Administrator
----------------------------------------------------------------
Florentina Dragu at Ziarul Financiar reports that a Bucharest
court has appointed a consortium led by Euro Insol as
administrator of bankrupt UCM Resita.

UCM Resita is a Romanian bankrupt engine manufacturer.



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


TELE2 RUSSIA: Fitch Affirms LT Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed Tele2 Russia Holding AB's (Tele2R)
Long-term Issuer Default Rating (IDR) at 'BB+' with a Stable
Outlook and National Long-term rating at 'AA(rus)' with a Stable
Outlook. The agency has also affirmed Tele2R's senior unsecured
debt at 'BB+' and domestic senior unsecured debt has at
'AA(rus)'.  A total RUB26 billion of bonds have been affirmed at
'BB+' and 'AA(rus)'.

The affirmation reflects Tele2R's successful niche mobile player
market position, efficient business model both in operational and
capital expenditures, which results in a strong financial
profile, as well as low leverage with a well-spread maturity
profile.  However, Tele2R is disadvantaged compared with its
Russian peers in terms of 4G/LTE options.  Free cash flow (FCF)
generation in Fitch's current rating case makes no provision for
a wide-scale 4G/LTE roll out given that the forthcoming 12 July
2012 tender for LTE spectrum in Russia only favors the existing
large four incumbents who are likely to emerge as the dominant
LTE providers in the medium term.

The agency continues to view Tele2 Russia's ratings on a
standalone basis without any support from the parent Tele2 AB.

The Stable Outlook reflects Fitch's expectations that over the
next 18 months, the company's market position and financial
performance in unlikely to be materially impaired by its
inability to provide mobile broadband services (the company only
has 2G licenses).  Penetration of smartphones, which make use of
3G networks, is estimated at only 12%-15% in Russia and it will
take several years to reach the current European level of
penetration.  Tele2R is therefore expected to remain reasonably
competitive in its regions where there are a greater proportion
of price-sensitive mobile users using its value-for-money
proposition for traditional voice and messaging services.

Fitch's rating case expects that Tele2R will only be able to
provide 2G services, and that its revenue will stop growing in
2013-14.  In addition, EBITDA margin will remain around the mid-
30s in the mid term, and given the very limited capital
expenditures necessary on the 2G network, the company's pre-
dividend FCF margin after 2012 will be strong and above the
average FCF margin in 2010-11 of 12.5% (when Tele2R was expanding
2G networks in new regions).  Under these assumptions, Fitch
expects Tele2R will have a strong de-leveraging capacity from
1.2x net debt/EBITDA at end-2011.  Assuming there is no excessive
dividend payout to parent Tele2 AB, Tele2R will ultimately be
able to repay existing debt from internally generated cash flow.

Negative rating action will likely occur if the competitive
operating conditions prove to be more disruptive than Fitch's
assumptions or there are excessive dividend payouts to
shareholders which impede Tele2R's ability to repay existing debt
from internal cash flow.

Fitch believes that in the medium term, owning an LTE network is
important to compete effectively in the Russian market, provided
the cost of roll-out can be managed within the company's leverage
targets.  By end-2012 Tele2R's leverage is expected to be in the
range of 1.25x-1.75x net debt/EBITDA, in line with the leverage
guidance of its parent.  The company is expected to be FCF
generative in the mid-term.

The company's subsidiary, OJSC Saint-Petersburg Telecom, issued
bonds totaling RUB26 billion in 2011-12, with a first effective
maturity date in 2014 (RUB7 billion).  Tele2R does not have any
external maturating debt until then (by end-Q112 Tele2R had
SEK2,715 interesting-bearing liabilities to Tele2 Group).
Bondholders benefit from an irrevocable undertaking by Tele2
Russia Holding AB and Tele2 Financial Services AB, a treasury
company for Tele2R, which makes this instrument effectively
recourse to the Tele2R.  The mechanism of irrevocable
undertakings (essentially an offer to purchase bonds if the
issuer is in default) would expose bondholders to the same
probability of default and expected recoveries as senior
unsecured creditors to Tele2R.

The bond does not have any change of control provision attached,
which, along with Tele2R's strategic disadvantage with regards to
its 4G/LTE options, makes parent-subsidiary linkage between Tele2
and Tele2R weak to moderate despite Tele2's 100% shareholding of
Tele2R.



=============================
S L O V A K   R E P U B L I C
=============================


* SLOVAK REPUBLIC: Bankruptcies Hit Record High in First Quarter
----------------------------------------------------------------
TASR reports that Slovak Credit Bureau on Tuesday said the
highest number of bankruptcies in a single quarter for the past
six years was registered in the first three months of 2012.

"The analysis included business entities and individuals, i.e.
self-employed," the SCB stated, as quoted by the TASR newswire.

A total of 123 bankruptcies was announced in Slovakia in the
first quarter, 10.81% more than during the same period a year
earlier, TASR relates.

Most of them were announced in wholesale, retail, automobile and
motorcycle maintenance, the construction sector and industrial
production, TASR discloses.  In terms of the highest-risk
businesses in the bankruptcy statistics, water supplies, sewage
treatment and garbage disposal services were highlighted in SCB's
analysis, TASR notes.



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


AYT COLATERALES: Fitch Lifts Rating on EUR10.5MM Notes to 'BBsf'
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on AyT
Colaterales Global Empresas, F.T.A., Serie Caja Granada I's
notes:

  -- EUR42.3m Class A (ISIN ES0312214127): 'AAAsf'; maintained on
     RWN

  -- EUR18.4m Class B (ISIN ES0312214135): 'Asf'; maintained on
     RWN

  -- EUR10.5m Class C (ISIN ES0312214143): upgraded to 'BBB+sf'
     from 'BBB-sf'; Outlook Stable

  -- EUR10.5m Class D (ISIN ES0312214150): upgraded to 'BBsf'
     from 'Bsf'; Outlook Stable

The maintained RWN reflects the notes' material exposure to
Confederacion Espanola de Cajas de Ahorros (CECA;
'BBB+'/Negative/'F2'), as remedial actions have not been fully
implemented following its downgrade.

The upgrade of the class C and D notes is based on the
portfolio's stable performance and additional credit enhancement
available to the notes.  Loans more than 90 days in arrears
represent 3.1% of the portfolio balance, up from 2.9% in March
2011.  The upgrade of the class C notes is limited by the
exposure of the transaction to CECA.

AyT Colaterales Global Empresas, F.T.A., Serie Caja Granada I
(the issuer) is a static cash flow SME CLO originated by Caja
General de Ahorros de Granada (Caja Granada), now part of Banco
Mare Nostrum S.A. ('BBB'/Negative/'F3').  At closing, the issuer
used the note proceeds to purchase a EUR175m portfolio of secured
and unsecured loans granted to Spanish small and medium
enterprises and self-employed individuals.


CABLEUROPA SAU: Moody's Assigns '(P)B1' Rating to New Sr. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B1 rating
and a loss given default assessment of LGD3 (43%) to the US$300
million worth of senior secured notes due in 2018, to be issued
by Nara Cable Funding Limited (Nara), a special purpose vehicle
that will on-lend the funds to Cableuropa S.A.U. (ONO).
Concurrently, Moody's has affirmed ONO's B2 corporate family
rating (CFR) and all other ratings. The outlook on all ratings is
positive.

The proceeds of Nara's announced issuance of senior secured notes
will be used to prepay and cancel an equivalent amount of senior
bank debt. The new notes will rank pari passu with ONO's existing
senior secured facilities and senior secured notes.

Moody's issues provisional instrument ratings in advance of the
final sale of securities 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 notes.
The definitive rating may differ from the provisional rating.

Ratings Rationale

The (P)B1 rating that Moody's has assigned to the new notes is
one notch higher than ONO's B2 CFR, reflecting the impact of the
presence of junior debt in the company's capital structure. This
primarily comprises a total of EUR460 million worth of senior
subordinated notes due in 2019 issued by ONO Finance II Plc.

Moody's notes that an upgrade of ONO's CFR to B1 may not
necessarily translate into a notch-for-notch upgrade of the
senior secured debt instruments to Ba3, given that the LGD rate
of these instruments is 43%.

ONO's B2 CFR reflects the uncertainties surrounding the
macroeconomic environment in Spain (A3 negative), where ONO
generates 100% of its cash flows. Moody's notes that a further
deterioration in the country's macroeconomic situation could
affect ONO's operating performance and, over the longer term,
reduce the company's headroom under the financial covenants of
its new credit facility, which will tighten over time, thereby
exerting pressure on its liquidity profile. However, ONO's rating
also reflects the company's position as Spain's largest cable
operator and leading alternative provider of telecommunications,
broadband and internet and pay-TV services.

On May 25, 2012, Moody's changed the outlook on ONO's rating to
positive from stable to reflect the substantial improvement in
ONO's liquidity profile following its successful refinancing of
the outstanding amounts under its existing senior credit
facility. The positive outlook also reflects ONO's very resilient
recent operating performance in a challenging environment, with
the company reporting revenue growth over the past four quarters.
ONO's EBITDA has also grown, to EUR748 million in FY2011 from
EUR725 million in FY2010, enabling the company to reduce
leverage. Moreover, ONO's adjusted debt/EBITDA stood at 5.0x in
FY2011 vs. 5.3x a year earlier. Moody's believes that ONO will be
able to maintain this positive momentum by further improving its
triple-play penetration (cable, internet and telephony services),
helped by its technologically advanced networks and new product
offerings such as TiVo.

In addition, Moody's expects that ONO will report growing
positive free cash flow generation in the medium term, although
the company's cash flow generation will be more limited than
historical levels, primarily because of the higher cost of debt
of the new financing. The repayment schedule of the new facility
has been aligned with the expected cash flow generation of the
company in the first few years of its business plan.
Nevertheless, Moody's notes a concentration of debt maturities in
2017-2018.

The positive outlook also indicates that upward pressure on the
rating could build over the next 12-18 months in the event that
ONO delivers on its budget, and if there is better visibility
with regard to the macroeconomic environment in Spain and the
impact that it could have on the company's performance.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating will hinge on the ability of ONO's
management to deliver on its business plan, while continuing with
its deleveraging efforts, such that debt/EBITDA (as adjusted by
Moody's) trends below 5.0x and the company generates growing
positive free cash flow.

Upward pressure on the rating could be tempered if a significant
deterioration in the macroeconomic environment in Spain were to
affect ONO's prospects of successfully implementing its business
plan. This would lead to a stabilization of the rating outlook.

Downward rating pressure could arise as a result of (i) a failure
by ONO to deliver operational performance that is in line with
Moody's estimates (whether as a result of strategic or
operational issues or a more material deterioration of the
domestic macroeconomic environment); or (ii) Moody's were to
become concerned about ONO's liquidity as a result of a reduction
in headroom under the company's financial covenants.

Principal Methodology

The methodologies used in these ratings were Global Cable
Television Industry published in July 2009 and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Madrid, Cableuropa S.A.U. (ONO) is Spain's
largest cable operator and leading alternative provider of
telecommunications, broadband and internet and pay-TV services.
It is the only cable operator in the country with national
coverage. In FY2011, ONO reported revenues of around EUR1.5
billion and EBITDA of EUR748 million.


CABLEUROPA SAU: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised to 'B+' from 'B' its
long-term corporate credit rating on Spanish cable operator
Cableuropa S.A.U. The outlook is stable.

"We also raised our issue ratings on the existing senior secured
notes issued by special-purpose vehicle (SPV) Nara Cable Funding
Ltd. to 'B+' from 'B', and on the unsecured notes issued by
financing vehicles ONO Finance PLC and ONO Finance II PLC to 'B-'
from 'CCC+'. The recovery rating on the unsecured notes is '6',
indicating our expectation of negligible (0%-10%) recovery in the
event of a payment default," S&P said.

"At the same time, we assigned a 'B+' issue rating to the
proposed EUR224.3 million euro-equivalent senior secured notes,
due 2018, to be issued by Nara Cable Funding Ltd., and to the
proposed loan facility ('SPV Tranche 4') through which Nara Cable
Funding will lend the proceeds of the proposed notes, if issued
successfully, to Cableuropa. The recovery rating on the proposed
loan facility is '3', reflecting our expectation of meaningful
(50%-70%) recovery for the lenders in the event of a payment
default," S&P said.

The existing and proposed senior secured notes do not have
recovery ratings.

"The upgrade follows the company's announcement of the successful
refinancing of its large 2013 senior bank debt maturities with a
mix of new long-term bank facilities and secured notes. In our
view, the completion of the company's refinancing plan, which
also includes a new set of covenants and a new revolving credit
facility (RCF), has enabled Cableuropa to materially improve its
debt maturity profile and financial flexibility," S&P said.

"The rating action also reflects Cableuropa's improving financial
risk profile, which we now assess as 'aggressive' compared with
'highly leveraged' previously. In addition to the current
refinancing, we base our revised assessment on the marked
improvement in free operating cash flow (FOCF) generation over
the last two years and the recent conversion into common equity
of the fast-accruing EUR198 million (as of March 2012)
shareholder loan held by Grupo Corporativo ONO S.A., Cableuropa's
ultimate parent company. Because we treat shareholder loans as
debt for the purpose of our analysis, the conversion has lowered
the company's pro forma adjusted debt leverage (pro forma for the
transaction) to about 4.9x at the end of March 2012, from 5.2x at
year-end 2011. The stable outlook reflects our expectation that
Cableuropa will deliver a resilient operating performance over
the next 12 months, despite heightened economic and competitive
pressures in its core residential segment, maintain its strong
profitability, and keep adjusted total debt to EBITDA below 5.0x.
We view the latter ratio as commensurate with the current
rating," S&P said.

"In addition, the stable outlook factors in our view that the
company's FOCF will likely rebound to EUR150 million or more from
2013, and that covenant headroom will remain adequate (at least
15%) over the next two years," S&P said.

"We could lower the rating if Cableuropa's operating performance
and FOCF generation meaningfully underperform our current base-
case expectations. This could occur owing to excessive market
competition and the rising impact of prolonged tough economic
conditions, leading in turn to weaker financial flexibility to
face debt amortization or tight covenant headroom. We could also
lower the rating if Cableuropa's ratio of adjusted debt to EBITDA
was to remain sustainably higher than 5x, for example, as a
result of operational underperformance or aggressive financial
policy decision," S&P said.

"We view rating upside as remote at this stage, owing to
Cableuropa's majority private equity ownership and the associated
likely aggressive financial policy, and by limited prospects for
higher FOCF generation," S&P said.


NARA CABLE: Fitch Assigns 'BB-(exp)' Rating to US Dollar Issue
--------------------------------------------------------------
Fitch Ratings has assigned Nara Cable Funding's proposed 2018
senior secured US dollar issue an expected rating of 'BB-(exp)'
and an expected Recovery Rating of 'RR2'.  Nara Cable is a
finance vehicle for Cableuropa S.A.

The final rating of the notes is subject to the completion of the
transaction and final terms conforming to information received
and reviewed by Fitch.

The transaction is part of the company's ongoing refinancing
program, and will replace some of the recently signed EUR1.4
billion senior bank facility.  With the maturity of most of the
company's debt now falling in 2017 and beyond, Cableuropa's debt
profile has been efficiently managed and potential pressures
alleviated.

Cableuropa's Long-term Issuer Default Rating (IDR) of
'B'/Positive takes into account the company's revenue and cash
flow resilience, despite a difficult economy and communications
market.  Revenues are currently growing, up 5% in Q112 and EBITDA
margins in the high forties/low fifties (48.6% in Q112) remaining
strong.  Net debt to EBITDA leverage of 4.5x is low for the
rating level, which in combination with successful refinancing
activity support the Positive Outlook.

Recent financing activity has had the effect of pushing up
notional borrowing costs.  Solid free cash flow generation and
modest top-line growth should however support deleveraging
trends.  Net debt to EBITDA consistently trending below 4.5x
combined with solid ongoing free cash flow could lead to a higher
rating.

Fitch cautions that the closing of the current issue will push
dollar denominated debt above USD1.5bn.  With no overseas
earnings, a currency mismatch exists, with in Fitch's view,
eurozone concerns likely to sustain euro weakness at least in the
near term.  High rates of unemployment, the collapse of the
property sector and uncertain long term effects of austerity in
Spain, underpin caution in the rating, despite financial metrics
that provide ratings headroom.


* SPAIN: European Commission Proposes to Potential Lifelines
------------------------------------------------------------
Jan Strupczewski and Julien Toyer at Reuters report that the
European Commission threw Spain, the latest frontline in Europe's
debt war, two potential lifelines on Wednesday, offering more
time to reduce its budget deficit and direct aid from a euro zone
rescue fund to recapitalize distressed banks.

According to Reuters, EU Economic and Monetary Affairs
Commissioner Olli Rehn said Brussels was ready to give Spain an
extra year until 2014 to bring its deficit down to the EU limit
of 3% of gross domestic product if Madrid presents a solid two-
year budget plan for 2013-14, something it has committed to do.

The concession, which Madrid has not publicly requested, was on
condition that Spain effectively reins in overspending by its
autonomous regions, makes further financial sector reforms and
recapitalizes its troubled banks, Reuters discloses.

Reuters notes that while the Commission is responsible for
proposing laws, it is member states that decide whether to adopt
them.

In an economic policy document which laid out some of the
dramatic policy proposals which analysts say are needed to tackle
the debt crisis, the European Union's executive arm said the
vicious circle of weak banks and heavily indebted states lending
to each other must be broken and called for a banking union in
the euro zone, Reuters relates.

Commission President Jose Manuel Barroso said tighter euro zone
integration could include a joint bank deposit guarantee scheme
to prevent a bank run and euro area financial supervision, saying
the mood had changed since member states unanimously rejected a
joint deposit guarantee fund only months ago, Reuters notes.



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


SAAB AUTOMOBILE: Youngman Makes Fresh Bid for About SEK4 Billion
----------------------------------------------------------------
Ola Kinnander at Bloomberg News reports that Zhejiang Youngman
Lotus Automobile has placed a fresh bid to buy bankrupt Saab
Automobile for about SEK4 billion (US$553 million).

The Chinese carmaker is bidding for Saab against a group led by
Japanese investment firm Sun Investment and Hong Kong-based
National Modern Energy Holdings Ltd., which builds and owns
renewable energy power plants, Bloomberg says.

Youngman sought to invest in the troubled Swedish carmaker last
June, when it agreed to buy a 29.9% stake in Saab's owner,
Bloomberg recounts.  According to Bloomberg, a person familiar
with the situation said that deal fell apart, and Youngman has
been trying to buy Saab since it went bankrupt.

The Chinese-Japanese consortium has formed a company called
National Electric Vehicle Sweden AB with the purpose of buying
Saab's assets, Bloomberg discloses.

"We're working intensely to reach a solution," Bloomberg quotes
Mattias Bergman, a spokesman for the group, as saying on Thursday
in a phone interview.  "It's a complex and very sizable deal that
is important for all parties involved, and we're taking the time
needed to do this right."

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.



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


DEWEY & LEBOEUF: Appoints BDO as Administrators
-----------------------------------------------
Accountancy Live reports that BDO has been appointed as
administrators to the UK offices of US firm Dewey & LeBoeuf,
following the largest failure to date of an international law
business.

The UK operation, which is run as a separate entity to the US
firm, appointed BDO as administrators after problems began when
an attempt to curb the generous remuneration packages of its
partners saw mass defections to rival firms, Accountancy Live
discloses.

                      About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of US$245
million and assets of US$193 million in its chapter 11 filing
late evening on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in
process of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition
was signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.


GUSTO GAMES: Axes Remaining Jobs Following Administration
---------------------------------------------------------
Rob Crossley at Develop reports that studio sources said Gusto
Games has terminated employment of its remaining staff with the
company now believed to have become insolvent following a long
battle in administration.

Develop relates that One studio insider said the company's final
round of layoffs affected about 17 staff, though this could not
be verified.

According to the report, Gusto, which cut off a quarter of its
staff about eighteen months ago, is thought to have gradually
reduced its headcount by half in the intervening months. It
entered administration last year and was granted an extension in
January, Develop reports.

Gusto Games is a UK-based independent games developer.


HASTIE GROUP: Faces Raft of Legal Actions; Auditor Questioned
-------------------------------------------------------------
SmartCompany reports that the fallout from the collapse of
construction services company Hastie Group has continued, with
investors warning they may ready legal action against the company
while Workplace Relations Minister Bill Shorten has flagged the
possibility of Federal Government assistance.

SmartCompany relates that the company's auditors, Deloitte Touche
Tohmatsu, have also come under scrutiny for missing a
AUD20 million irregularity, while unions are up in arms, with the
Electrical Trades Union applying to reverse a stand-down of
hundreds of workers.

According to the report, the unions claim hundreds of workers
were informed of the company's situation via text message.

SmartCompany notes that Workplace Minister Bill Shorten has said
some jobs at Hastie Group will be saved, although he has also
raised the possibility of government assistance if the company
goes into liquidation.

"In order to get the government-funded scheme for redundancies,
the company has to be actually in liquidation or have a very
strong possibility of liquidation and it's not possible to know
that this morning," Mr. Shorten told ABC Radio Wednesday,
SmartCompany relays.

"We've been asking and we're meeting with the administrator and
others during the week -- if they think they're going to
liquidate they should tell us. That can allow me to use the
discretion, but if they're not, we'd care to see who's going to
buy the business and what's going to happen with the jobs this
week," the report quotes Mr. Shorten as saying.

SmartCompany relates that the comments come as administrator PPB
Advisory said 2,700 workers had been stood down for 28 days, but
the actual number of redundancies depends on how many contracts
remain.

Meanwhile, SmartCompany says investors are reportedly growing
angry over the company's situation.  People and companies who
have invested include the investment arm of the Pratt family,
Lazard Private Equity and a syndicate of seven banks, including
the four major institutions, the report discloses.

One investor has told The Australian that some are looking at
legal options, SmartCompany relays.

                        About Hastie Group

Hastie Group provides technical and engineering services to the
building, infrastructure and resources sectors. It has operations
in Australia, New Zealand, the United Kingdom, Ireland and the
Middle East and has approximately 7,000 employees worldwide
including approximately 4,000 in Australia.

The Hastie Group of companies appointed David McEvoy, Craig
Crosbie and Ian Carson of PPB Advisory as Voluntary
Administrators of all of the Australian entities of Hastie Group
on May 28, 2012.

Peter Anderson, Joseph Hayes, Jason Preston, and Matthew Caddy of
McGrathNicol were appointed Receivers and Managers over a limited
number of trading businesses within the Hastie Group by a
syndicate of secured creditors on May 28, 2012. Those businesses
are Spectrum Fire and Safety, Hastie Services, Gordon Brothers
Industries and Austral Refrigeration.

McGrathNicol said the control of those businesses now rests with
the Receivers who intend to continue to trade each one on a
"business as usual" basis while moving quickly to prepare them
for public sale to secure their future.  A sale process for the
Austral business was commenced prior to the appointment and the
Receivers intend to quickly complete that process.


HASTIE GROUP: Electrical Apprentices Find New Placements
--------------------------------------------------------
Australian Associated Press reports that dozens of apprentice
electricians caught up in the collapse of the Hastie Group have
already been found new placements, Australia's national
electrical industry group said.

According to AAP, the National Electrical and Communications
Association said about 60 of its 80 apprentices employed in group
training schemes with now-defunct Hastie Group companies across
NSW, Victoria, Queensland and the ACT have been re-assigned to
electrical contractors.

AAP relates that the NECA said in a statement that its training
arm moved to find alternative placements for the apprentices as
soon as it learned the engineering firm had gone into
administration and its companies could no longer employ them.

Most were found new contractors within 48 hours, and the
remainder are due to be placed by Friday, with the swift
redeployment set to ensure apprentices won't lose any pay or
entitlements, the NECA, as cited by AAP, said.

"The collapse of the Hastie Group is a big blow to the electrical
industry in Australia and we are pleased that we were able to
play our part in helping to soften the blow by finding
alternative companies for the apprentices," the report quotes
NECA Chief Executive Officer James Tinslay as saying.

                        About Hastie Group

Hastie Group provides technical and engineering services to the
building, infrastructure and resources sectors. It has operations
in Australia, New Zealand, the United Kingdom, Ireland and the
Middle East and has approximately 7,000 employees worldwide
including approximately 4,000 in Australia.

The Hastie Group of companies appointed David McEvoy, Craig
Crosbie and Ian Carson of PPB Advisory as Voluntary
Administrators of all of the Australian entities of Hastie Group
on May 28, 2012.

Peter Anderson, Joseph Hayes, Jason Preston, and Matthew Caddy of
McGrathNicol were appointed Receivers and Managers over a limited
number of trading businesses within the Hastie Group by a
syndicate of secured creditors on May 28, 2012. Those businesses
are Spectrum Fire and Safety, Hastie Services, Gordon Brothers
Industries and Austral Refrigeration.

McGrathNicol said the control of those businesses now rests with
the Receivers who intend to continue to trade each one on a
"business as usual" basis while moving quickly to prepare them
for public sale to secure their future.  A sale process for the
Austral business was commenced prior to the appointment and the
Receivers intend to quickly complete that process.


RANGERS FOOTBALL: Unsecured Creditors to Recover 10% of Claims
--------------------------------------------------------------
Peter Woodifield at Bloomberg News, citing the Scotsman, reports
that Rangers Football Club Plc's unsecured creditors may recover
less than 10% of the GBP55 million they are owed.

According to Bloomberg, the Edinburgh-based newspaper, without
saying where it got the information, said that HM Revenue &
Customs, the U.K. tax authority, will get back only about GBP2
million of GBP21.5 million of unpaid taxes if the proposals,
which are due to be voted on at a creditors' meeting on
June 14, are accepted.

As reported by the Troubled Company Reporter-Europe on May 31,
2012, FCBusiness related that Duff and Phelps, administrators of
Rangers, published their proposal for a Company Voluntary
Arrangement on Tuesday.  The overall amount of money being made
available for the CVA pot from the Green consortium is GBP8.5
million, FCBusiness said.  The administrators intend to make a
distribution to creditors as soon as they can, should the CVA
proposal be approved, FCBusiness noted.  The overall costs of the
administration process will be deducted from the funds available,
FCBusiness stated.  All of the administrators' own costs are
subject to approval by creditors, FCBusiness noted.  The final
amount available to creditors could be in excess of GBP25
million, depending on the outcome of litigation, according to
FCBusiness.  The precise amount will not be known for some
months, FCBusiness said.

                  About Rangers Football Club

Rangers Football Club PLC -- http://www.rangers.premiumtv.co.uk/
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station, RANGERSTV.tv.  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.


THPA FINANCE: Fitch Affirms Rating on Class C Notes at 'BB-'
------------------------------------------------------------
Fitch Ratings has affirmed THPA Finance Limited's (THPA) notes
and revised the Outlooks to Stable.

Fitch has revised the Outlook on the notes to Stable from
Positive, as the recent challenging economic environment has
caused the transaction to underperform previous expectations,
negating the rationale for a potential upgrade.  However, revised
and more modest base case forecasts, which include the return of
steel production, support the affirmation of the ratings.  Fitch
does not consider the lack of availability of the liquidity
facility for the Class B notes and Class C notes materially
prejudicial to the current ratings of the junior notes.  A
possible reduction of the interest rate on the Class C notes
could create additional coverage headroom within the issuer-
borrower structure in the near term.

Fitch's adjusted trailing 12 months (TTM) EBITDA as of end
December 2011 (excluding one-off items) was GBP34.9 million.
This is below the agency's forecast of GBP37-39 million made in
2009 and including the impact of the mothballing of the Redcar
steel plant on THPA.  EBITDA has been impacted by the challenging
economic environment, leading to reduced volumes handled,
although improved cargo mix and tariff increases have at least
partially helped to protect revenue.

Although the ramp-up of steel production at Redcar steel plant
(located close to Teesport) from April 2012 is a credit positive,
under Fitch's current base case it will be insufficient to
'catch-up' EBITDA lost as a result of the above macroeconomic
disruptions.  Fitch notes that the majority of traffic remains
associated with steel, chemical and oil industries located in the
vicinity of the port, although management continues to diversify
into other revenue sources.

Debt service (interest and principal) markedly increased in
September 2011 following a resumption of principal amortization
on Class A2 notes and a step-up in interest on Class C notes,
reaching a peak in September 2012. Fitch forecasts that the
returning imports of iron ore and coal and the slab steel exports
will increase the TTM EBITDA in December 2012 to GBP38.3m and the
transaction will avoid breaching its borrower default covenant,
set at 1.25x of EBITDA debt service coverage ratio (DSCR).
Within the next two years, Fitch expects EBITDA DSCR metrics to
return to the range set in 2009 (1.30x-1.40x for Class C, 1.60-
1.70x for Class B and 2.20x-2.30x for Class A).

The agency notes the discrepancy between THPA's offering circular
and the legal documentation resulting in a lack of availability
of the liquidity facility for the Class B and C notes.  This is
not materially prejudicial to the current ratings of the junior
notes because, in the event of a short-term shock, junior debt
service can be deferred.  Fitch's analysis is aligned with the
transaction documentation, so any deferral of junior debt service
does not represent a payment default until the final maturity of
each respective note.

Fitch understands that THPA is exploring the possibility of
reducing the interest rate on Class C notes to 10% p.a. from 18%
p.a.  This could provide additional coverage headroom within the
issuer-borrower structure.  Given that all the Class C notes are
currently owned by the securitization sponsor, Fitch perceives
that any such reduction would be "soft equity support" rather
than distressed debt exchange.

THPA is a securitization of the assets held, and earnings
generated, by the PD Ports group, which owns the port of Tees &
Hartlepool on the northeast coast of England.  Teesport is the
fifth-largest port in the UK per annual tonnage handled and
mainly serves the steel, petrochemical, chemical, manufacturing
and retail industries.

The rating actions are as follows:

  -- GBP145m class A2 secured 7.127% fixed-rate notes due 2024:
     affirmed at 'A-'; Outlook revised to Stable from Positive

  -- GBP70m class B secured 8.241% fixed-rate notes due 2028:
     affirmed at 'BB+'; Outlook revised to Stable from Positive

  -- GBP30m class C secured 18.000% fixed-rate notes due 2031:
     affirmed at 'BB-'; Outlook revised to Stable from Positive


YELL GROUP: S&P Cuts CCR to 'CCC+' on Debt-Restructuring Risk
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CCC+' from 'B-'
its long-term corporate credit rating on U.K.-based international
publisher of classified directories Yell Group PLC (Yell). The
outlook is negative.

"The downgrade follows Yell's 2012 financial results, which show
that there is still limited visibility on the timing and level of
the inflection point in Yell's revenues and earnings. This, in
our view, could hinder liquidity and potentially jeopardize the
refinancing of its GBP2.4 billion credit facility (in addition to
the GBP75 million revolving credit facility) due in 2014. Given
delays in the implementation of Yell's new strategy to accelerate
its online proposition, we believe that the possible inflection
point of its revenues and earnings is now unlikely to happen
before 2014, potentially more than one year later than we
initially anticipated," S&P said.

The downgrade also takes into account the announcement by Yell
that is has appointed qualified advisors to explore the financial
options available to put in place a new capital structure.

"The downgrade mainly reflects our opinion that owing to Yell's
upcoming material debt maturities in 2014, its persistently high
leverage, and that it is grappling with a tough operating
environment, management could implement credit-dilutive debt-
restructuring measures over the next 12-18 months. We could view
such measures as being tantamount to default," S&P said.

"In our opinion, Yell's current capital structure may not be
sustainable over the long term. This is because of the
combination of its financial risk profile--which we consider
'highly leveraged'--and our view of its business risk profile,
which we assess as 'weak,'" S&P said.

"Yell's reported consolidated revenues and EBITDA were down by
about 14% and 9.2%, respectively, in the 12 months ending March
31, 2012. During this period, the group's core print revenues
continued to fall (by more than 20%), as a combination of
structural and economic factors accelerated the decline of the
legacy business. Importantly, the new digital service still
represents a small proportion (less than 10%) of consolidated
revenues," S&P said.

"In our opinion, Yell's operating performance will likely remain
under strain in the next 12 months as a result of the continued
decline in the profitable traditional print business, coupled
with uncertainties relating to the group's new, and mostly
unproven, online services. As a consequence, we now anticipate a
low double-digit decline in Yell's revenues in financial 2013
(ending March 31, 2013). We project that EBITDA (before
restructuring costs) will be slightly more than GBP400 million in
the same period," S&P said.

"There is a possibility that we could downgrade Yell if, as the
group moves closer to address its significant debt maturities in
mid-2014, it announces debt-restructuring measures that we would
deem tantamount to a default. The negative outlook also reflects
our opinion that Yell's current capital structure may not be
sustainable over the long term, as a result of ongoing pressures
on the group's operating performance," S&P said.

"Although unlikely at this stage, we could revise the outlook to
stable if Yell were able to stabilize its sales through the
successful implementation of its growth initiatives within the
next 12 months, and if it were to succeed in implementing
measures to successfully address the refinancing risk in 2014.
However, such a revision would also depend on the group being
able to avoid wiping out its cash flow generation to fund
interest costs and maintain adequate covenant headroom," S&P
said.


* UK: Fewer Businesses Declare Insolvency in April
--------------------------------------------------
Insider Media reports that fewer businesses in the South West
were declared insolvent in April compared with a year ago,
according to latest figures.

Insider Media notes that data released by information services
company Experian found that 92 companies in the region collapsed
last month - down 13.2% on April 2011. That meant the percentage
of the business population in the region failing decreased from
0.07 per cent to 0.06%.

In total across the UK, 1,564 businesses failed during April
2012, compared with 1,808 last year, Insider Media discloses.
The number of insolvencies fell in all areas apart from the East
Midlands and Scotland.

"Today's figures show a more stable business environment, with
some areas and sectors that have historically seen the highest
rates of business failures moving in the right direction,"
Insider Media quotes Max Firth, UK managing director for
Experian's business information services division, as saying.

"Since January 2009, when the average financial strength score of
UK firms had fallen to its lowest level recorded, there has been
a definite and positive upward trend. Combined, these two
valuable indicators show how UK businesses are faring and
highlight areas where there are opportunities, as well as risks."

Insider Media adds that the average financial health score, which
predicts the likelihood of a business failing in the next 12
months, improved in all areas of the UK in April 2012. It was up
from an average of 83.24 in April 2011 to 83.76 last month, with
the South West on 85.2.



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


* 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
corporation.

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
conferences@bankrupt.com

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


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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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