TCREUR_Public/120613.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Wednesday, June 13, 2012, Vol. 13, No. 117

                            Headlines



C Y P R U S

* CYPRUS: Urgently Needs Bailout to Recapitalize Banks


G E R M A N Y

COMMERZBANK AG: Fitch Affirms 'BB+' Rating on Lower Tier 2 Debt
CRENOX: Sachtleben Buys TiO2 Production Assets From Administrator
JJ SIETAS: Luerssen Wants to Acquire Norderwerft Shipyard
HEIDELBERGCEMENT AG: Fitch Affirms 'BB+' IDR; Outlook Stable
SCHLECKER: Fails to Sell Ihr Platz Unit

SCHLECKER: DM Buys 9 Stores, Eyes 60-80 More Outlets
* GERMANY: Business Insolvencies Up 1.7% in March 2012


G R E E C E

FAGE DAIRY: S&P Puts 'B' Corporate Credit Rating on Watch Neg.
GENERAL BANK: Moody's Withdraws 'Caa2/NP/E' Ratings
HELLENIC TELECOMS: Moody's Cuts CFR to 'Caa1'; Outlook Negative
STRAWINSKY I: S&P Raises Rating on Class D Notes to 'CCC+'
* GREECE: S&P Lowers Ratings on 25 RMBS & ABS Tranches to 'B-'


I R E L A N D

DELTA CDO: Fitch Retains Junks Ratings on Three Transactions
EIRCOM GROUP: Exits Examinership; Creates New Holding Company
ERC IRELAND: Moody's Withdraws 'Caa3' Corporate Family Rating
EUROMAX VI: S&P Lowers Ratings on Three Note Classes to 'CCC-'
TREASURY HOLDINGS: Faces NAMA Suit Over Share Transaction

WILLOW NO. 2: Moody's Lowers Rating on Series 39 Notes to 'Caa2'


I T A L Y

BERICA 6: Moody's Reviews 'B3' Rating on D Notes for Downgrade
* ITALY: Moody's Says Outlook for Life Insurance Market Negative


N E T H E R L A N D S

ARES EUROPEAN II: S&P Raises Rating on Class D Notes to 'BB+'
BAKKER & LEENHEER: Rotterdam Law Court Confirms Insolvency
CONSTELLIUM HOLDCO: Moody's Corrects May 25, 2012 Ratings Release
FAXTOR ABS 2003-1: S&P Cuts Ratings on 2 Note Classes to 'CCC-'
FAXTOR ABS 2004-1: S&P Cuts Ratings on Two Note Classes to 'BB+'

ZALCO: UTB Industry & Century Aluminum Acquire Business


P O L A N D

BRE BANK: Moody's Takes Rating Actions on Subsidiaries
CENTRAL EUROPEAN: S&P Lowers Corporate Credit Rating to 'CCC+'
HYDROBUDOWA POLSKA: Declared Bankrupt by Poznan Court
PBG SA: Moody's Lowers CFR to 'Ca' Following Insolvency Filing
PBG SA: S&P Cuts Corp. Credit Rating to 'D' on Bankruptcy Filing


P O R T U G A L

BMORE FINANCE 4: S&P Lowers Rating on Class D Notes to 'CCC'


R O M A N I A

BANCA ROMANEASCA: Fitch Cuts Rating on IDR to 'B-'; Outlook Neg.
TRANSGAZ MEDIAS: S&P Puts 'BB+' Currency Ratings on Watch Neg.


R U S S I A

FRANCE SOIR: Russian Owner Gives Up Attempt to Save Paper
* SAMARA OBLAST: S&P Affirms 'BB+' Long-Term Issuer Credit Rating


S P A I N

AYT DEUDA SUBORDINADA: S&P Lowers Rating on Class C Notes to 'B-'
BANCO SANTANDER: Fitch Cuts Rating on Preference Shares to 'BB-'
BANKIA SA: S&P Lowers Ratings on Subordinated Debt to 'CCC-'
MAPFRE SA: Fitch Cuts Rating on EUR700-Mil. Sub. Debt to 'BB-'


S W E D E N

SAAB AUTOMOBILE: Brand Name Use Poses Last Major Hurdle to Sale


U N I T E D   K I N G D O M

ALBA 2005-1: S&P Affirms 'B' Rating on Class E Notes
ASTERAND: May Go Into Administration if Stemgent Deal Fails
BRIDGEGATE TYRES: Owners Save Barnard Castle Business
ELLI INVESTMENTS: S&P Assigns Prelim. 'B-' LT Corp. Credit Rating
FARRINGDON MORTGAGES: S&P Cuts Rating on Class B2a Notes to 'B-'

GREAT HALL NO. 1: S&P Lowers Rating on Class Ea Notes to 'B-'
LANDMARK MORTGAGE NO. 1: S&P Raises Ratings on 2 Classes to 'BB+'
LUDGATE FUNDING 2007-FF1: S&P Lowers Ratings on 3 Classes to 'B-'
MOLINARE: Milne Buys Firm Out of Administration, Saves 150 Jobs
PETROPLUS HOLDINGS: Coryton Refinery Workers in Jobs Protest

PORTSMOUTH FC: Set to Exit Administration as Bid is Accepted
RESIDENTIAL MORTGAGE 21: S&P Cuts Class B2a Note Rating to 'B-'
RESLOC UK 2007-1: S&P Affirms 'CCC' Ratings on Two Note Classes
ROYAL BANK: S&P Raises Ratings on May Pay Hybrids to 'BB'
SHIELD FINANCE: Moody's Assigns 'B2' Sr. Sec. Bank Debt Rating

SOUTHERN PACIFIC 05-3: S&P Affirms 'BB' Ratings on 2 Note Classes
THAMESTEEL: Al Tuwairqi Acquires Firm's Assets


X X X X X X X X

* S&P's Global Default Tally Hikes to 33 After PBG Woes


                            *********


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C Y P R U S
===========


* CYPRUS: Urgently Needs Bailout to Recapitalize Banks
------------------------------------------------------
Alkman Granitsas at Dow Jones Newswires reports that Cyprus said
that it urgently needed European financial aid to boost its
banks' capital, a step that would make it the fifth euro-zone
economy to seek help from the region's bailout funds.

Cyprus Finance Minister Vassos Shiarly said the country's need
for an international bailout was "exceptionally urgent" in order
for it to recapitalize its banks, and that the issue would need
to be resolved by the end of the month, Dow Jones relates.

According to several European officials, the size of any bailout
would be unlikely to exceed EUR3 billion to EUR4 billion
(US$3.8 billion to US$5 billion), a sum that wouldn't strain the
resources of the euro zone's bailout funds, Dow Jones discloses.
The economy of Cyprus -- an island of 800,000 people -- is 1/60th
the size of the economy of Spain, which said over the weekend
that it would seek European funds to recapitalize its own banks,
Dow Jones notes.

However, some European officials said the main impact of Cyprus's
request on Monday might be to send a further signal that
contagion is spreading in the euro zone, Dow Jones relates.
Greece, Ireland and Portugal are all in bailout programs,
according to Dow Jones.

Cypriot banks -- particularly the nation's second largest lender,
Cyprus Popular Bank -- need to rebuild capital after suffering
losses in the Greek government-debt restructuring earlier this
year, Dow Jones discloses.



=============
G E R M A N Y
=============


COMMERZBANK AG: Fitch Affirms 'BB+' Rating on Lower Tier 2 Debt
---------------------------------------------------------------
Fitch Ratings has affirmed Commerzbank AG's Long-term Issuer
Default Rating (IDR) at 'A+' with a Stable Outlook and Viability
Rating (VR) at 'bbb-'.

The affirmation of the bank's Long- and Short-term IDRs, Support
Rating Floors and Support Ratings reflects the continuing
implicit level of support for the group from the German
government with its 25% + 1 share ownership of Commerzbank
through the Financial Market Stabilisation Fund (SoFFin).  Fitch
expects that the German government will continue to support large
German banks, including Commerzbank, as long as the financial
system in Europe remains fragile and the tools for dealing with a
large international bank failing are not fully developed.

The IDRs are sensitive to any change of Germany's propensity and
ability to support its large banks, specifically Commerzbank.
While Fitch believes government support remains high for
systemically important German banks for the time being, there is
political will in Germany to move towards re
ducing the implicit state support of systemically important banks
in the country at some point.

In addition, the European Commission's June 6, 2012 paper
proposing to avoid future bank bail outs represents another
important step in a series of policy and regulatory initiatives
to curb systemic risk posed by the banking industry.  This
follows Germany's implementation of a Restructuring Act in 2011.
Although Fitch does not expect to immediately remove the explicit
uplift it factors into some EU bank ratings, these developments
highlight the potential risks for Commerzbank's IDRs and senior
debt ratings.

Fitch's ratings currently still use a base case assumption that
the eurozone will "muddle through" as a currency union and no
Greek exit, but heightened risk of the latter.  If Greece were to
exit, the impact on Commerzbank's IDRs and VR would depend on the
effectiveness of the policy response. Because Commerzbank's IDR
is at its Support Rating Floor, a negative rating action on the
German sovereign would most likely drive similar actions on
Commerzbank's ratings, similar to other banks' IDRs based on
their Support Rating Floors.

The affirmation of Commerzbank'sVR reflects the bank's progress
with its extensive restructuring plans, specifically maintaining
profitability in previously underperforming segments like private
banking or further strengthening its corpoare banking franchise
in Germany.  Altough Commerzbank is now better positioned to
protect its franchise in a competitive domestic market, its non-
core assets still pose substantial downside risks.

Commerzbank's performance in the past two years has been helped
by the favorable German economy and notably the very low number
of corporate insolvencies.  However, Commerzbank is still exposed
to concentration risks and troubled European markets, which
absorbed a substantial share of its profits in recent years.

The VR is most sensitive to contagion risks from developments in
southern European countries following a potential exit of Greek
exit from the euro.  If that were to happen, Fitch expects that
Commerzbank would be able to absorb a potential deterioration of
the asset quality in its core businesses, but the downside risks
on non-core commercial real estate, shipping and public sector
assets is still considerable.  Fitch notes that further
successful deleveraging of its non-core assets, specifically of
its exposure in southern Europe, or a solution of the European
sovereign crisis would result in upside potential for
Commerzbank'sVR.

Commerzbank's subsidiaries' ratings are unaffected by the rating
actions.

The ratings actions are as follows:

Commerzbank AG

  -- Long-term IDR: affirmed at 'A+'; Outlook Stable
  -- Short-term IDR: affirmed at 'F1+'
  -- Viability Rating: affirmed at 'bbb-',
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: affirmed at 'A+'
  -- Commercial paper and Certificates of Deposits: affirmed at
     'F1+'
  -- Senior unsecured debt: affirmed at 'A+'
  -- Market-linked securities: affirmed at 'A+emr'
  -- Subordinated debt (Lower Tier 2): affirmed at 'BB+'
  -- Subordinated debt (Dresdner Funding Trust IV): affirmed at
     'BB-'

Commerzbank U.S. Finance, Inc.'s Short-term rating: Affirmed at
'F1+'

Actions on hybrid capital instruments issued by Commerzbank:

Dresdner Funding Trust I's dated silent participation
certificates: affirmed at 'B+'.

Commerzbank Capital Funding Trust I and II: affirmed at 'CCC'

UT2 Funding plc upper Tier 2 securities: affirmed at 'CCC'

HT1 Funding GmbH Tier 1 Securities: affirmed at 'CCC'


CRENOX: Sachtleben Buys TiO2 Production Assets From Administrator
-----------------------------------------------------------------
IHS Chemical Week reports that Sachtleben, a joint venture
between Rockwood Holdings and Kemira, has agreed to acquire the
titanium dioxide (TiO2) production assets and inventory of Crenox
from the insolvency administrator.

The acquisition is expected to close by mid-July, subject to the
completion of due diligence, government approvals, and other
conditions, IHS Chemical Week discloses.

Financial terms of the transaction were not disclosed, IHS
Chemical Week notes.

Crenox has been under administration since 2009 when it was
separated from its former owner, Tronox, following that company's
filing for Chapter 11 bankruptcy protection, IHS Chemical Week
relates.

The proposed deal includes Crenox's TiO2 plant at Krefeld-
Uerdingen, Germany and all of the facility's inventories, IHS
Chemical Week says.

Crenox is based in Krefeld, Germany.


JJ SIETAS: Luerssen Wants to Acquire Norderwerft Shipyard
---------------------------------------------------------
Niklas Magnusson at Bloomberg News reports that Luerssen Werft
GmbH wants to buy J.J. Sietas KG's Norderwerft shipyard, which
employs 90 people, Hamburger Abendblatt reported, citing an
interview with Friedrich Luerssen, the management board's
spokesman.

As reported in the Troubled Company Reporter-Europe on Nov. 21,
2011, the management of J.J. Sietas KG Schiffswerft GmbH u. Co.
and J.J. Sietas Verwaltungs GmbH have filed a petition for
insolvency at the Municipal Court Hamburg on November 17, 2011,
due to over-indebtedness.  The court has appointed a provisional
creditors' committee of inspection and, following a hearing of
this provisional creditors' committee of inspection, has
appointed Lawyer Berthold Brinkmann of Hamburg as the provisional
insolvency administrator and also as consultant with regards to
the conditions of opening insolvency proceedings.  He will
conduct the company's future business dealings together with the
management, which remains in office.  The aim is to continue work
on the five ships currently under construction and to maintain
the Sietas Group as far as possible as a network.

According to the company's Web site, the J. J. Sietas shipyard
has been in existence in the west of Hamburg on the south bank of
the Elbe since 1635.


HEIDELBERGCEMENT AG: Fitch Affirms 'BB+' IDR; Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Germany-based HeidelbergCement AG's
Longterm Issuer Default Rating (IDR) at 'BB+' and Short-term IDR
at 'B'.  The Outlook on the Long-term IDR is Stable.  The agency
also affirmed the senior unsecured rating of debt issued by HC's
related entities, HeidelbergCement Finance BV, Hanson Ltd and
Hanson Australia Funding Ltd. at 'BB+'.

The affirmations reflect HeidelbergCement's careful financial
policy and the agency's expectation that credit metrics will
remain stable or improve slightly in 2012, even in the current
uncertain scenario for the cement markets.

Fitch expects trading conditions to remain difficult in 2012,
particularly in western Europe, where volumes will remain
depressed.  Under its conservative assumptions, the agency does
not forecast major improvements to come from North America,
although the Q112 results of major cement companies suggest that
both prices and volumes could see some recovery.  In emerging
markets, Fitch believes that cost inflation, although easing
compared to 2011, will remain the major issue putting pressure on
margins.

In such a scenario, Fitch expects HeidelbergCement will be able
to maintain or slightly improve EBITDAR in 2012, thanks to cost
cutting and the increase in cement volumes sales.  By contrast,
the agency forecasts free cash flow (FCF) will deteriorate due to
higher capex and dividends, but to remain positive.  The disposal
of non-core assets should also drive debt reduction.

Fitch expects HeidelbergCement's leverage and credit metrics will
remain stable or improve marginally in 2012, remaining within the
level acceptable for the current 'BB+' rating.  A deterioration
of trading conditions, resulting in negative FCF and in FFO net
leverage of around 4.0x on a sustained basis would be a rating
negative.  Higher and faster deleveraging with FFO net leverage
declining to around 3.0x on a sustainable basis could lead to a
positive rating action.

The group's liquidity is adequate, supported by EUR1.0 billion of
unrestricted cash and by a EUR3.0 billion revolving credit
facility (RCF), maturing in 2015, of which EUR2.7 billion was
undrawn as of March 2012.  The maturity profile is well-balanced
and HeidelbergCement maintains good access to capital markets.
In Q411 and Q112 the company issued new bonds and debt
certificates in excess of EUR1.2 billion, which were partly used
to refinance a EUR1 billion bond maturing in January 2012.  In
addition, in February 2012, HeidelbergCement extended the
maturity of its EUR3.0 billion RCF to 2015 from 2013.

HeidelbergCement is a heavy building materials player, with a
global leading position in aggregates and is among the top three
global players in cement and ready-mixed concrete.  It is
geographically diversified, with a presence in about 40
countries.  In 2011, the group reported revenue and EBITDAR
(based on Fitch's calculations) of EUR12.9 billion and EUR2.4
billion, respectively.


SCHLECKER: Fails to Sell Ihr Platz Unit
---------------------------------------
Julie Cruz at Bloomberg News, citing the Financial Times
Deutschland, reports that Schlecker was unable to sell its Ihr
Platz unit because trade-credit insurer Euler Hermes SA said
insuring deliveries under the required terms was too risky.

As reported by the Troubled Company Reporter-Europe on March 20,
2102, Reuters related that Schlecker filed for insolvency in
January after struggling to secure funds against a gloomy
economic backdrop.

Schlecker is a German cosmetics and home-care retailer.


SCHLECKER: DM Buys 9 Stores, Eyes 60-80 More Outlets
----------------------------------------------------
Karin Matussek at Bloomberg News reports that German drug store
retail chain DM - Drogerie Markt GmbH acquired nine outlets from
the assets of insolvent Anton Schlecker GmbH.

According to Bloomberg, DM, which plans to expand by 100 stores
in Germany this year, said in a statement on its Web site on
Monday that it is interested in taking over 60 to 80 Schlecker
outlets.

As reported by the Troubled Company Reporter-Europe on March 20,
2102, Reuters related that Schlecker filed for insolvency in
January after struggling to secure funds against a gloomy
economic backdrop.

Schlecker is a German cosmetics and home-care retailer.


* GERMANY: Business Insolvencies Up 1.7% in March 2012
------------------------------------------------------
Margit Feher at Dow Jones Newswires reports that the number of
German companies filing for insolvency rose in March, a possible
sign the euro zone's sovereign-debt crisis IS spilling over into
the region's biggest economy.

According to Dow Jones, the Federal Statistics Office, or
Destatis, said Tuesday that business insolvencies were up 1.7% on
the year at 2,809 in March.  It added that in the first quarter
corporate insolvencies fell by 0.6% to 7,483 from a year earlier,
Dow Jones notes.

Corporate insolvencies increased significantly, by 11.6%, in 2009
due to the financial crisis, Dow Jones discloses.  The highest
number of corporate insolvencies, 39,320, was recorded in 2003,
Dow Jones says.

Destatis said that the outstanding claims of creditors in
insolvency cases totaled around EUR3.50 billion in March, down
from EUR4.61 billion in February, Dow Jones relates.



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G R E E C E
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FAGE DAIRY: S&P Puts 'B' Corporate Credit Rating on Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and issue ratings on Greece-based dairy
processor Fage Dairy Industry S.A. on CreditWatch with negative
implications.

"The CreditWatch negative placement reflects our view that Fage
could be negatively affected by the potential withdrawal of the
Hellenic Republic (Greece; CCC/Stable/C) from the European
Economic and Monetary Union (eurozone), which we believe has at
least a one-in-three chance of occurring following Greek
parliamentary elections on June 17, 2012," S&P said.

"A meaningful deterioration in the Greek economy following an
exit from the eurozone would cause demand for Fage's products to
fall in Greece and could disrupt the company's Greek operations
through a meaningful increase in customer nonpayment and
potential supply chain disruptions. We note, however, that Fage's
European operations obtain some raw materials--including cow's
milk--from non-Greek sources," S&P said.

"In our view, finding sufficient alternate suppliers to mitigate
these factors on acceptable terms could be difficult due to the
probable adoption of a new, weak currency by Greece if it leaves
the eurozone. Fage had about EUR230 million total debt
outstanding as of March 31, 2012. Declining demand could weaken
Fage's financial profile following a eurozone exit, potentially
placing pressure on the company's 'adequate' liquidity," S&P
said.

"We understand that about 50% of Fage's sales occur in the U.S.
and 30% occur in Greece. However, we also understand that 50% of
sales are generated from assets located in Greece (including
exports from Greece to other parts of the European Union). In
addition, we believe weakening macroeconomic conditions across
Europe could reduce demand for Fage's products," S&P said.

"We could lower our ratings on Fage if a Greek exit from the
eurozone threatened the company's 'adequate' liquidity and its
financial profile," S&P said.

"We could affirm our ratings on Fage and remove them from
CreditWatch if we believed that the company could minimize the
negative effects of a Greek exit from the eurozone on its
liquidity, financial profile, and operations. Supporting this
outcome are Fage's existing access to non-Greek raw materials,
its substantial U.S. operations, and its 'adequate' liquidity,"
S&P said.

"We will resolve the CreditWatch negative placement once we have
obtained more clarity on events in Greece, including whether the
country will remain in the eurozone," S&P said.


GENERAL BANK: Moody's Withdraws 'Caa2/NP/E' Ratings
---------------------------------------------------
Moody's Investors Service has withdrawn General Bank of Greece
SA's (Geniki) E standalone bank financial strength rating (BFSR),
which maps to a caa3 baseline credit assessment (BCA), and the
Caa2 long-term and Not-Prime short-term local-currency and
foreign-currency deposit ratings. At the time of the withdrawals,
the long-term deposit ratings had a negative outlook and the BFSR
had a stable outlook.

Ratings Rationale

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

Headquartered in Athens, Greece, Geniki reported consolidated
total assets of EUR3.3 billion as of December 2011, and is
majority (99%) owned by Societe Generale (A1 deposit rating, on
review for downgrade; C- BFSR/baa1 BCA).


HELLENIC TELECOMS: Moody's Cuts CFR to 'Caa1'; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the
corporate family rating (CFR), and to Caa2 from B3 the
probability of default rating (PDR) of Hellenic
Telecommunications Organisation S.A. (OTE), Greece's incumbent
telecom operator. Concurrently, Moody's has also downgraded to
Caa1 from B3 the senior unsecured ratings on the global medium-
term notes (GMTN) and global bonds issued by OTE PLC (OTE's fully
and unconditionally guaranteed subsidiary).

All ratings carry a negative outlook. This concludes the review
process initiated on May 24, 2012.

Ratings Rationale

The rating actions are consistent with Moody's recent Special
Comment published on June 1, 2012, which explains the rating
agency's implementation of a country ceiling of Caa2 for any
company domiciled in Greece, based on the increasing risk of an
exit by the country from the euro area. The two-notch downgrade
of the PDR to Caa2 reflects that OTE faces a higher risk of
defaulting on its bank debt due to the fact that a substantial
amount of that debt is subject to Greek law and therefore
susceptible to redenomination. The Caa1 CFR and rating on the
bonds issued under the GMTN governed by UK law, are based on
Moody's view of a lower expected loss for debt under foreign law
than debt under Greek law. This reflects the rating agency's view
that these notes carry a lower risk of redenomination and, in
turn, of immediate default in the event of Greece exiting the
euro area. Nevertheless, they still carry a high risk of default
at a later stage as the operating conditions in Greece would
deteriorate further in an exit scenario.

As stated in Moody's Special Comment published on June 1, 2012,
the outcome of Greece's elections on May 6 has triggered an
escalation in concern, both among market participants and
policymakers, about the likelihood and consequences of a Greek
exit from the euro area. An exit would (i) result in large losses
to investors due to a redenomination of government debt and
private debt securities issued under Greek law, and (ii) lead to
a severe disruption to the country's banking system and acute
dislocations in the real economy. That disruption would generally
imply additional losses for holders of debt securities issued by
Greek entities, irrespective of their governing law.

While acknowledging that the risk of a currency redenomination in
Greece is significant, this is not currently Moody's central
scenario, as detailed in the Special Comment published on June 1,
2012. This is because the rating agency continues to believe that
there remains considerable scope and incentives for the Greek
authorities and the Troika (the European Central Bank, European
Commission and International Monetary Fund) to reach a compromise
and avoid this outcome. If the risk of a Greek exit increases
after the country's parliamentary elections on June 17, Moody's
could downgrade the Caa2 maximum rating it assigns to Greek
securities.

In the event of Greece's exit from the euro area, Moody's says
that the risk of OTE being forced to default on some of its debt
would be exacerbated by the risk of a redenomination of the
country's currency, as well as by a potential freeze in foreign
currency exchanges. In addition, a scenario in which OTE's
revenues and cash flows are in a weak new domestic currency while
part of its debt is in euros would create a significant
additional challenge for the company.

However, more positively, Moody's also recognizes the outstanding
corporate restructuring process that OTE has in place, which has
contributed to (i) OTE's more recent EBITDA margin improvement;
(ii) the strengthening of the company's cash flow; (iii) slight
deleveraging; and (iv) some improvement in operating performance
trends, as demonstrated during Q1 2012.

OTE's Caa1 CFR continues to reflect the company's underlying
business risk, given that it operates in a very challenging
market, in which revenues remain under pressure due to a
contraction in consumer spending and tough competition. Moody's
expects OTE's operating performance to continue to be affected by
adverse macroeconomic conditions in Greece, intense competition
across all segments and the increasing challenge the company
faces to further reduce costs while its revenues remain under
pressure. However, the rating agency believes that these factors
will be mitigated by (i) the company's strong market positions in
both domestic fixed-line and mobile services; (ii) a degree of
international diversification, which contributes to the company's
growth outside of Greece; (iii) quality of management, which has
enabled the company to cut operational expenditure to offset
pressure on revenues and contain further erosion of its EBITDA
margin; and (iv) the ongoing implicit support from its largest
shareholder, Deutsche Telekom (rated Baa1/stable).

Although OTE has sufficient liquidity to cover its refinancing
requirements throughout 2012 and up until mid-2013, Moody's notes
that the company has bank debt maturities of approximately EUR763
million in August 2012 and EUR900 billion coming due in February
2013. OTE currently has a cash amount of some EUR1.6 billion, is
working to extend the existing bank facilities and plans to
dispose of assets to raise cash. However, the company will be
increasingly challenged to meet these debt repayments despite (i)
its ongoing negotiations with its banks over the extension of its
loans; (ii) its efforts to effect the disposal of additional
assets to raise cash in order to reduce debt; and (iii) a
reduction in its working capital needs.

The negative outlook on OTE's ratings reflects the uncertainties
outlined above as well as those related to the macroeconomic
developments in Greece, which could further aggravate OTE's
ability to refinance its debt maturities over the next 24 months,
as well as jeopardize its ability to generate sufficient cash
from operations in the future to service its debt in a timely
fashion.

What Could Change The Ratings Up/Down

In the absence of a more explicit statement of support from
Deutsche Telekom, Moody's currently expects no upward pressure on
OTE's ratings in the short term, as reflected in the negative
outlook. However, the outlook could be stabilized or positive
pressure on the ratings could develop over time if the
macroeconomic environment in Greece were to improve such that (i)
Moody's perceives that it would favorably affect OTE's operating
performance on a sustainable basis; (ii) the company's free cash
flow is sufficient to allow at least a stabilization of credit
metrics and steady deleveraging; and (iii) concerns over the
impact on OTE of a euro exit by Greece are mitigated.

Further negative pressure on OTE's ratings could arise if (i)
conditions in the domestic environment were to deteriorate
further as a result of a disorderly default of Greek banks or
Greece exiting the euro area; and/or (ii) the company were to
prove unable to renegotiate an extension of its loans, leading to
pressure being exerted on its liquidity.

LIST OF AFFECTED RATINGS

The following ratings were affected by the announcement:

Downgrades:

  Issuer: Hellenic Telecommunications Organization S.A.

     Probability of Default Rating, Downgraded to Caa2 from B3

     Corporate Family Rating, Downgraded to Caa1 from B3

  Issuer: OTE PLC

     EUR6500M Senior Unsecured Medium-Term Note Program,
     Downgraded to (P)Caa1 from (P)B3

     EUR1250M 5% Senior Unsecured Regular Bond/Debenture Aug 5,
     2013, Downgraded to Caa1 from B3

     EUR900M 4.625% Senior Unsecured Regular Bond/Debenture May
     20, 2016, Downgraded to Caa1 from B3

     EUR600M 6% Senior Unsecured Regular Bond/Debenture Feb 12,
     2015, Downgraded to Caa1 from B3

     EUR500M 7.25% Senior Unsecured Regular Bond/Debenture Apr 8,
     2014, Downgraded to Caa1 from B3

Outlook Actions:

  Issuer: Hellenic Telecommunications Organization S.A.

    Outlook, Changed To Negative From Rating Under Review

  Issuer: OTE PLC

    Outlook, Changed To Negative From Rating Under Review

Principal Methodologies

The principal methodology used in rating Hellenic
Telecommunications Organisation S.A. was the Global
Telecommunications Industry Methodology published in December
2010 and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Athens, Greece, Hellenic Telecommunications
Organisation SA (OTE) is the Greek incumbent full-service
telecommunications provider, servicing 3.3 million fixed access
lines, 1.1 million fixed-line broadband connections and some 7.8
million mobile customers in Greece. In addition to its wireless
operations in Greece, the company offers mobile telephony
services to customers in Albania, Bulgaria and Romania through
Cosmote, Greece's leading provider of mobile telecommunications
services, and a number of subsidiaries, all of which command
leading positions in their respective markets. Additionally, OTE
offers wireline services in Romania through RomTelecom. OTE also
provides satellite broadcasting services in Western and Eastern
Europe, the Middle East, Africa, India and Pakistan. In 2011, OTE
reported total revenues of EUR5.0 billion and EBITDA of EUR1.7
billion.


STRAWINSKY I: S&P Raises Rating on Class D Notes to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Strawinsky I PLC's class A1-T, A1-R, A2, B, C, and D notes. "At
the same time, we affirmed our rating on the class E notes," S&P
said.

"The rating actions follow our credit and cash flow analysis of
the transaction using data from the most recent trustee report
dated May 10, 2012. We have taken into account recent transaction
developments and applied our 2010 counterparty criteria," S&P
said.

"Since our previous review of the transaction in June 2010, we
have observed a relatively negative rating migration in the
underlying portfolio, with an increase of assets that we rate in
the 'CCC' category (i.e., 'CCC+', 'CCC', or 'CCC-') to 22% from
17%, while defaulted assets have remained flat at around 7%," S&P
said.

"Although the transaction is still in its reinvestment period
until August 2013, the class A1-T and A1-R notes have amortized
significantly to EUR42.7 million from EUR147.2 million
(converting the class A1-R drawings in U.S. dollar and British
pound sterling into euro at the initial foreign-exchange rates)
to cure failing overcollateralization tests. All principal
coverage tests are failing except for the class A and B par value
tests, mainly due to haircuts applied to defaulted, discount, and
assets in the 'CCC' category used to calculate the results of
these tests," S&P said.

"As a result, the class C, D, and E notes have continued to defer
interest and their outstanding notional balance has increased
accordingly," S&P said.

"Overall, the deleveraging of the class A notes has caused the
level of credit enhancement available to each class of notes to
increase, with the exception of the class E notes," S&P said.

"Other factors in our analysis include the reduction of the
weighted-average life of the assets in the portfolio, and the
increase of their weighted-average spread to 3.1% from 2.92%,"
S&P said.

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

"Therefore, and in accordance with our analysis, we have raised
our ratings on the class A1-T, A1-R, A2, B, C, and D notes to
levels that reflect the current levels of credit enhancement, the
portfolio credit quality, and the transaction's performance," S&P
said.

"We have also observed that the credit support available to the
class E notes is commensurate with its current rating, and we
have therefore affirmed our 'CCC- (sf)' rating on this class of
notes," S&P said.

"In particular, we note that the class D and E notes are still
constrained by our largest obligor test at 'CCC+' and 'CCC-',
respectively, reflecting negative credit performance and the
concentration risk arising from an amortizing portfolio," S&P
said.

"Approximately 12% of the assets in the transaction's portfolio
are non-euro denominated. To mitigate the risk of foreign-
exchange-related losses, the issuer has entered into currency
options agreements and cross-currency swap agreements throughout
the life of the transaction. Under our 2010 counterparty
criteria, our analysis of the derivative counterparties and their
associated documentation indicates that, absent other mitigants,
they cannot support ratings on the notes higher than 'AA- (sf)'.
To assess the potential impact on our ratings, we have assumed
that the transaction does not benefit from the foreign-exchange
options and we stressed cash flows received under the cross-
currency swaps. We concluded that, in this scenario, the class
A1-R and A1-T  would be able to achieve a 'AAA (sf)' rating and
the class A2 notes a 'AA+ (sf)' rating. Under our 2010
counterparty criteria, our ratings on the class B, C, D, and E
notes are supported by our ratings on the derivative
counterparties. Hence, we have applied no additional foreign-
exchange-related stresses to those notes," S&P said.

          APPLICATION OF NONSOVEREIGN RATINGS CRITERIA

"For non-sovereign ratings, we cap the maximum potential ratings
on structured finance transactions with assets in the European
Economic and Monetary Union (EMU or eurozone) sovereigns that we
rate as investment-grade at six notches above our rating on the
related sovereign. To assess the amount of securities that can
achieve the maximum potential rating, we adjust down the cash
flows from assets located in jurisdictions where we rate the
sovereign lower than the relevant eligible jurisdictions," S&P
said.

"In this transaction, there is an aggregate exposure of
approximately 18% to assets located in the  Kingdom of Spain
(rated 'BBB+') and the Hellenic Republic (Greece, rated 'CCC').
The maximum potential rating on the notes in this transaction is
'AAA' since at least one sovereign in the portfolio is rated 'A-'
or higher, but we can only consider up to 10% of assets in Spain
and Greece as their sovereign ratings do not support a 'AAA'
rating on the notes, in accordance with our criteria. It follows
that the aggregate performing balance considered in 'AAA'
scenarios is reduced by EUR11 million, notwithstanding other
stresses applied to account for counterparty or foreign-exchange
risks," S&P said.

"We have observed that the class A2 notes could not withstand
this 'AAA' stress applied on top of the other stresses.
Therefore, the maximum achievable rating for the class A2 notes
is capped at 'AA+ (sf)'," S&P said.

Strawinsky I is a cash flow collateralized loan obligation (CLO)
transaction, backed primarily by leveraged loans to speculative-
grade corporate firms. Geographically, the portfolio is mainly
concentrated in the U.S., Germany, France, the Netherlands, and
the U.K., which together account for about 60% of the portfolio.
Strawinsky I closed in August 2007 and is managed by IMC Asset
Management.

              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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class               Rating
            To                  From

Strawinsky I PLC
EUR300 Million Secured Floating-Rate and Subordinated Notes

Ratings Raised

A1-T      AAA (sf)              AA+ (sf)
A1-R      AAA (sf)              AA+ (sf)
A2        AA+ (sf)              BBB+ (sf)
B         BBB+ (sf)             BB+ (sf)
C         BB+ (sf)              B+ (sf)
D         CCC+ (sf)             CCC- (sf)

Rating Affirmed

E         CCC- (sf)


* GREECE: S&P Lowers Ratings on 25 RMBS & ABS Tranches to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all of the Greek residential mortgage-backed
securities (RMBS) and asset-backed securities (ABS) notes that it
rates. These ratings are now capped at 'B-'.

Specifically, S&P has:

-  lowered to 'B- (sf)' from 'BB+ (sf)' its ratings on 23
    tranches in nine RMBS transactions, and on one ABS tranche;

-  lowered to 'B- (sf)' from 'BB (sf') its rating on one RMBS
    tranche;

-  lowered to 'B- (sf)' from 'B+ (sf') its rating on one RMBS
    tranche; and

-  affirmed its 'CCC (sf)' rating on one ABS tranche.

The full list of rating actions is accessible for free at:

                       http://is.gd/e9ARPZ

"The rating actions have resulted from our updated assessment of
the country risk of the Hellenic Republic (Greece; CCC/Stable/C)-
-given our view on the likelihood and potential implications of
Greece leaving the European Economic and Monetary Union (EMU or
eurozone)--and the likely effect on structured finance
transactions backed by Greek residential and consumer assets,"
S&P said.

"When assessing country risk as part of our analysis to assign
structured finance ratings, we consider how a broad range of
political, legal, economic, and industry factors may affect the
performance of structured finance transactions and our ratings on
the notes in these transactions. We previously considered
structured finance transactions backed by Greek residential and
consumer assets to have a low sensitivity to country risk, as per
our 2011 EMU nonsovereign ratings criteria," S&P said.

"On June 4, 2012, we published an article stating that we
consider there to be at least a one-in-three chance of Greece
exiting the eurozone in the months following its national
elections on June 17. If the newly-elected government rejects the
reforms previously agreed with the troika (the European
Commission, International Monetary Fund, and European Central
bank) -- which, in turn, would lead to a Greece's withdrawal from
the eurozone -- Greece's economy and fiscal position could be
seriously damaged in the medium term, in our view," S&P said.

"As a consequence of leaving the eurozone, Greece would have to
adopt a new currency. This could be costly for the Greek
population. It is likely, in our view, that the adoption of a new
currency would result in a rapid devaluation of the real
effective exchange rate and lead to a wave of personal and
corporate bankruptcies as debtors fail to service obligations on
devalued incomes in the new currency," S&P said.

"Failure to service debt obligations would cause severe cash flow
reductions from the underlying assets in Greek RMBS and ABS
transactions. Additionally, these transactions would be exposed
to unhedged currency risk arising from a mismatch between the
underlying redenominated assets and euro-denominated
liabilities," S&P said.

"As a result, we now consider structured finance transactions
backed by Greek residential and consumer assets to have a high
sensitivity to country risk, as per our 2011 EMU nonsovereign
ratings criteria," S&P said.

"Therefore, through the application of our 2011 principles of
credit ratings criteria and our 2011 EMU nonsovereign ratings
criteria, we have capped the ratings in structured finance
transactions backed by Greek residential and consumer assets to
'B-'. 's rating actions reflect this updated cap. We may make
further adjustments to the maximum achievable structured finance
rating if there is a change in our view on Greek country risk, or
on the sensitivity to country risk for structured finance
transactions backed by Greek residential and consumer assets,"
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



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


DELTA CDO: Fitch Retains Junks Ratings on Three Transactions
------------------------------------------------------------
Fitch Ratings says that there is no impact on the ratings of
three synthetic transactions that have Deutsche Bank AG, London
Branch as credit default swap (CDS) provider from the addition of
new credit support annexes (CSA).

For the three transactions listed below, the credit support
amount to be posted under the existing CSA is specific to each
transaction and remains in place.  DB has entered into an
additional CSA for the three transactions so that the total
credit support amount posted under both CSAs will equal the
maximum credit support amount under Fitch's criteria (as
specified in the appendix to the CSA) and any other rating
agency's criteria (if applicable to that transaction) at the time
the CDS provider falls below the trigger.

The notes for the three affected transactions are rated as
follows:

Delta CDO Series plc 2005-1

  -- USD39.0 million class B (XS0218111739): 'Csf'
  -- USD31.0 million class C (XS0218113198): 'Csf'
  -- USD13.5 million class D (XS0218113602): 'Csf'

Delta CDO Series plc 2005-2

  -- USD60.0 million class B-1 (US24741NAD57): 'Csf'
  -- USD28.0 million class C-1 (US24741NAE31): 'Csf'
  -- USD4.5 million class E-1 (US24741NAG88): 'Csf'

Eirles Two Limited, Series 277

  -- EUR20.0 millon series 277 (XS0266229565): 'AAsf' Outlook
     Negative


EIRCOM GROUP: Exits Examinership; Creates New Holding Company
-------------------------------------------------------------
The Irish Times reports that Eircom Group has formally exited the
State's biggest examinership, with the creation of a new holding
company owned entirely by the group's lenders and carrying 40%
less debt.

Singapore Technologies Telemedia (STT) and the Employee Share
Ownership Trust (Esot) are no longer shareholders under the new
group structure, which sees the establishment of a new entity,
Eircom Holdings (Ireland) Limited, the Irish Times discloses.

Eircom Group sought court protection from its creditors in a
process known as examinership in March, the Irish Times recounts.

According to the Irish Times, it received court approval on
May 22 for a debt restructuring to cut the group's gross debt
from EUR4.1 billion to EUR2.3 billion, after Mr. Justice Peter
Kelly said he was satisfied the scheme advocated by examiner
Michael McAteer was "endorsed by most of its creditors".

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


ERC IRELAND: Moody's Withdraws 'Caa3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of ERC
Ireland Finance Ltd (ERCIF) and ERC Ireland Holdings Ltd (ERCIH),
both holding companies of eircom Group Ltd (eircom), following
the announcement on May 22, 2012 that the Irish High Court had
approved the scheme of arrangement recommended by the Examiner to
restructure eircom Group. This allows the three Group companies,
eircom Limited, Meteor Mobile Communications Limited and Irish
Telecommunications Investments Limited, to exit examinership on
the effective date of June 11, 2012. Moody's notes that the two
rated entities had filed for liquidation on April 27, 2012.

The following ratings were withdrawn:

ERCIF

- Corporate Family Rating: Caa3

- Probability of Default Rating: Ca

- EUR350 million worth of FRNs due 2016: C/Loss Given Default
   (LGD) assessment of LGD5

ERCIH

- EUR3.3 billion senior secured facility: Caa2/LGD2

- EUR350 million second-lien term loan: C/LGD5

The outlook is changed to withdrawn from negative.

Ratings Rationale

Moody's has withdrawn these ratings for bankruptcy reasons.

ERCIF is a holding company of eircom, the principal provider of
fixed-line telecommunications services in Ireland and the third-
largest mobile operator in the country. In the year ended 30 June
2011, eircom generated revenues of EUR1.69 billion and adjusted
EBITDA (as reported by the company) of EUR647 million.


EUROMAX VI: S&P Lowers Ratings on Three Note Classes to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on EUROMAX VI ABS Ltd.'s
class A, B, C, D, and E notes.

EUROMAX VI ABS is a cash flow mezzanine structured finance
collateralized debt obligation (CDO) of a portfolio that
predominantly consists of mortgage-backed securities.

"The rating actions follow the application of our CDO of asset-
backed securities (ABS) criteria, as well as our assessment of
the transaction's performance. We used data from the trustee
report (dated April 11, 2012) and our cash flow analysis, and
took into account recent transaction developments. We also
applied our 2010 counterparty criteria and our cash flow
criteria," S&P said.

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

"We have subjected the capital structure to our cash flow
analysis, based on the updated methodology and assumptions as
outlined by our CDO of ABS 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 have conducted an updated credit analysis,
based on our updated assumptions, to determine the scenario
default rate (SDR) at each rating level, which we then compared
with its respective BDR. Following the application of our CDO of
ABS criteria, the scenario default rates at each rating level
significantly increased. At the same time, the assumed weighted-
average recoveries at each rating category have significantly
dropped," S&P said.

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

"We have analyzed the counterparties' exposure to the transaction
and we have concluded that our ratings on the counterparties are
sufficient to support the assigned ratings on all classes of
notes," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class              Rating
            To                 From

EUROMAX VI ABS Ltd.
EUR430 Million Floating-Rate Notes

A              BB- (sf)            AA- (sf)/Watch Neg
B              B (sf)              A- (sf)/Watch Neg
C              CCC- (sf)           BBB- (sf)/Watch Neg
D              CCC- (sf)           B (sf)/Watch Neg
E              CCC- (sf)           CCC+ (sf)/Watch Neg


TREASURY HOLDINGS: Faces NAMA Suit Over Share Transaction
---------------------------------------------------------
Mary Carolan at The Irish Times reports that Treasury Holdings
and its owners, Richard Barrett and John Ronan, are being sued by
the National Asset Management Agency in a bid to reverse a
controversial transaction where 20 million shares were allegedly
transferred out of the group to the benefit of Mr. Barrett and
Mr. Ronan for EUR100,000 and unsecured loan notes.

NAMA, which acquired some EUR1 billion of Treasury Holdings'
EUR2.7 billion loans in April and May 2011 after the disputed
Treasury Asian Investments Ltd. (TAIL) transaction of March 22,
2010, claims there was no commercially valid reason for that
transaction made when Treasury was either insolvent or in very
difficult financial circumstances, the Irish Times recounts.

It alleges that the transaction was for "a significant
undervalue", impaired the rights and interests of NAMA as the
major creditor of Treasury and was made with the intention of
defrauding bank and/or other creditors of Treasury, the Irish
Times notes.

According to the Irish Times, in entering into the transaction,
Mr. Barrett and Mr. Ronan failed to act in the best interests of
Treasury and/or its creditors, breached their fiduciary duty to
the company and creditors and breached the NAMA Act, it is
claimed.

In an affidavit, John Bruder, managing director of Treasury, said
the TAIL transaction was not illegal and there was a valid
commercial reason for it, the Irish Times relates.  He also
argued that NAMA's handling of Treasury's efforts to sell the
group's NAMA loans had damaged efforts to reach agreement on the
TAIL issue, the Irish Times discloses.

The proceedings were transferred to the Commercial Court on
Monday by Mr. Justice Peter Kelly on the application of Paul
Sreenan SC, for NAMA, the Irish Times recounts.

Treasury Holdings is an Irish property developer.  The company
owns the Westin Hotel in Dublin and the Irish headquarters of
accounting firm PricewaterhouseCoopers.


WILLOW NO. 2: Moody's Lowers Rating on Series 39 Notes to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service has downgraded and left under review
for possible downgrade the rating of the following notes issued
by Willow No.2 Series 39:

Issuer: WILLOW NO.2 (IRELAND) PLC

    Series 39 EUR7,100,000 Secured Limited Recourse Notes due
    2039 Notes, Downgraded to Caa2 (sf) and Placed Under Review
    for Possible Downgrade; previously on Jan 24, 2012 Downgraded
    to B3 (sf)

Willow no.2 (Ireland) Plc Series 39 represents a repackaging of
Grifonas Finance No.1 Plc Class A Notes, a Greek residential
mortgage-backed security (the "Collateral"). All interest and
principal received on the underlying asset are passed net of on-
going costs to Willow No.2 series 39 notes. This rating is
essentially a pass-through of the rating of the Collateral.

Ratings Rationale

Moody's explained that the rating action taken on June 11 is the
result of a rating action on Grifonas Finance No.1 Plc Class A
Notes, which was downgraded to Caa2 (sf) from B3 (sf) and left
under review for possible downgrade on June 6, 2012.

This rating is essentially a pass-through of the rating of the
underlying securities. Noteholders are exposed to the credit risk
of Grifonas Finance No.1 Plc Class A Notes and therefore the
rating moves in lock-step.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy, especially as the transaction
is exposed to an obligor located in Greece and 2) more
specifically, any uncertainty associated with the underlying
credits in the transaction could have a direct impact on the
repackaged transaction.

As the Euro area crisis continues, the rating of the structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could negatively
impact the ratings of the notes.

The principal methodology used in this rating was Moody's
Approach to Rating Repackaged Securities published in April 2010.

No cash flow analysis or stress scenarios have been conducted as
the rating was directly derived from the rating of the
collateral.


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


BERICA 6: Moody's Reviews 'B3' Rating on D Notes for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
ratings on six tranches in five residential mortgage-backed
securities (RMBS), following the release of its updated approach
to analysing set-off risk in Italian structured finance
transactions.

Ratings Rationale

The rating action takes into account (i) Moody's updated
methodology for set-off risk in Italian structured finance
transactions and (ii) the current levels of available credit
enhancement.

As described in the report, the key changes Moody's has made in
its approach to set-off risk in Italy are as follows:

* Moody's no longer gives full value to the Italian deposit
compensation funds ("the funds"), given that the credit quality
of the funds is no longer Aaa rated, following the deterioration
of the Italian sovereign's credit rating.

* Moody's now takes into account "deposit flight" (borrowers
withdrawing monies from their current accounts) which can
decrease the potential set-off risk.

* Moody's has introduced a correlation assumption between the
performance of the funds and the performance of the pool.

Moody's conducted an impact analysis on all existing Italian ABS
& RMBS transactions to identify ratings that the update could
affect. Moody's found that, for the affected tranches, the
current level of credit enhancement, despite having increased
since closing in some cases because of de-leveraging, is
insufficient to compensate for the assumed increase in set-off
exposure resulting from the reduced value Moody's now gives to
the Italian deposit compensation scheme.

In its impact analysis, Moody's assumed that set-off exposure in
outstanding transactions for which no loan-by-loan set-off
exposure was available was in line with the total set-off
exposure in the loan-by-loan data it has received from various
Italian originators in the past.

During its review, Moody's will require additional set-off
information, in the form of loan-by-loan data, from transaction
originators to determine whether a transaction's actual set-off
exposure will have an impact on the ratings.

Moody's expects to conclude its reviews of the ratings on all of
the affected tranches within six months.

Other Developments May Negatively Affect The Notes In Future

As the euro area crisis continues the ratings of the notes remain
exposed to the uncertainties of credit conditions in the general
economy. The deteriorating creditworthiness of euro area
sovereigns as well as the weakening credit profile of the global
banking sector could negatively impact the ratings of the notes.

Following the downgrade of Italy's long-term government bond
rating to A3, Moody's lowered the maximum achievable ratings in
Italy from Aaa(sf) to Aa2(sf). Furthermore, as discussed in
Moody's special report "Rating Euro Area Governments Through
Extraordinary Times -- An Updated Summary," published in October
2011, Moody's is considering reintroducing individual country
ceilings for some or all euro area members, which could affect
further the maximum structured finance rating achievable in those
countries. Moody's is also continuing to consider the impact of
the deterioration of sovereigns' financial condition and the
resultant asset portfolio deterioration on mezzanine and junior
tranches of structured finance transactions.

The principal methodology used in these ratings was Moody's
Approach to Rating RMBS in Europe, Middle East, and Africa
published in October 2009.

The main driver to the rating action is the update to the dated
EMEA RMBS Secondary Methodologies: "Moody's Approach to Set-Off
Risk in Italian Structured Finance and Covered Bonds
Transactions", June 8, 2012.

In reviewing the impact of the updated set-off methodology,
Moody's used ABSROM to model the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the lognormal distribution assumed for the portfolio default
rate. In each default scenario, the corresponding loss for each
class of notes is calculated given the incoming cash flows from
the assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

As the Euro area crisis continues, the rating of the structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could negatively
impact the ratings of the notes.

Issuer: Asti Finance S.r.l.

    EUR23.7M B Notes, A2 (sf) Placed Under Review for Possible
    Downgrade; previously on Dec 20, 2005 Definitive Rating
    Assigned A2 (sf)

Issuer: Berica 6 Residential MBS S.r.l.

    EUR42.8M B Notes, A3 (sf) Placed Under Review for Possible
    Downgrade; previously on Oct 4, 2011 Downgraded to A3 (sf)

    EUR8.565M D Notes, B3 (sf) Placed Under Review for Possible
    Downgrade; previously on Oct 4, 2011 Confirmed at B3 (sf)

Issuer: BPM Securitisation 2 Srl

    EUR40.3M B Notes, Aa2 (sf) Placed Under Review for Possible
    Downgrade; previously on Jul 4, 2006 Definitive Rating
    Assigned Aa2 (sf)

Issuer: Cassa Centrale Securitisation S.r.l.

    EUR17.5M B Notes, A2 (sf) Placed Under Review for Possible
    Downgrade; previously on Jul 9, 2007 Definitive Rating
    Assigned A2 (sf)

Issuer: VELA HOME S.r.l. Series 3

    EUR18.2M C Notes, Baa1 (sf) Placed Under Review for Possible
    Downgrade; previously on Nov 4, 2005 Definitive Rating
    Assigned Baa1 (sf)


* ITALY: Moody's Says Outlook for Life Insurance Market Negative
----------------------------------------------------------------
The outlook for the Italian life insurance market remains
negative, in line with the negative outlook for other life
insurance markets in Europe, while the outlook for the Italian
property & casualty (P&C) insurance market remains stable, says
Moody's Investors Service in an Industry Outlook published on
June 11.

The new report is entitled "Italian Insurance: P&C is Stable But
Life Market Remains Under Pressure".

Moody's negative outlook for the Italian life insurance market
reflects Italian consumers' reduced ability and propensity to
save as a result of Italy's weakened economy, which will continue
to negatively affect sales and profitability for this sector for
the duration of the financial crisis. In addition, the
attractiveness of life products is challenged by competition from
the banking sector.

The stable outlook for the Italian P&C insurance market reflects
Moody's expectation of further improvements in P&C underwriting
profitability in 2012 and a stabilization in 2013. This positive
trend is mitigated by economic weakness that will continue to
pressurize asset quality and capitalization, hence Moody's stable
outlook.

Given the current financial market volatility, Moody's expects
that P&C insurers will maintain underwriting discipline.
Furthermore, Moody's expects that the recent law 27/2012 passed
in the first quarter of this year will benefit the P&C insurance
sector as it will reduce the cost of micro-indemnity claims.
Nevertheless, the overall impact of the new law on the
profitability of the sector is expected to be marginal as most of
the benefits will be passed to insurance customers.

For the overall Italian insurance industry, the deterioration in
the credit quality of the Italian sovereign (currently rated A3
negative) over the past 12 months has meant that the quality of
insurers' investment portfolios has reduced. With on average
around 40% of assets invested in Italian sovereign bonds, the
insurance industry's asset quality is highly dependent on the
credit quality of the Italian sovereign.

Italian insurers' sovereign concentration is compounded by
exposure to the European banking sector, which remains under
pressure. In addition, industry capitalization has sharply
deteriorated in 2011 as a result of falling asset values, and
Moody's expects this will remain weak for the duration of the
financial crisis. However, these downsides are partially offset
by insurers' sound liquidity profiles, which limit the need to
sell assets at a discount, coupled with insurers' ability to
share losses with life insurance policyholders.



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


ARES EUROPEAN II: S&P Raises Rating on Class D Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Ares European CLO II B.V.'s class A, B, C, and D notes.

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

"For our review of the transaction's performance, we used data
from the trustee report (dated April 30, 2012) in addition to our
cash flow analysis. We have taken into account recent
developments in the transaction, and have applied our 2012
counterparty criteria, as well as our cash flow criteria," S&P
said.

"From our analysis, we note that there has been an improvement in
the underlying credit quality of the portfolio. For example, our
analysis shows a reduction in the proportion of assets that we
consider to be rated in the 'CCC' category ('CCC+', 'CCC', and
'CCC-') since we last reviewed the transaction, to 5.30% from
9.71% of the portfolio's performing asset balance. At the same
time, we have also observed a decrease in the proportion of
defaulted assets (those rated 'CC', 'SD' [selective default], or
'D'), to 2.23% from 3.72%.. Combined with a shorter weighted-
average life, the scenario default rates (SDRs) have reduced at
each rating level since our previous review. We have also noted
an increase in the weighted-average spread earned on Ares
European CLO II's collateral pool," S&P said.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated tranche. In
our analysis, we have used the reported portfolio balance,
weighted-average spread, and weighted-average recovery rates that
we consider to be appropriate. We have incorporated various cash
flow stress scenarios, using alternative default patterns,
levels, and timings for each liability rating category (i.e.,
'AAA', 'AA', and 'BBB' ratings), in conjunction with different
interest rate stress scenarios," S&P said.

At closing, Ares European CLO II entered into derivative
obligations to mitigate currency risks in the transaction.

"We consider that the documentation for these derivatives does
not fully reflect our 2012 counterparty criteria. We conducted
our cash flow analysis assuming that the transaction does not
benefit from the support of derivatives," S&P said.

"Taking into account our credit and cash flow analysis and our
2012 counterparty criteria, we have concluded that the credit
enhancement available to the class A notes is commensurate with a
higher rating than we previously assigned. We have therefore
raised our rating on the class A notes to 'AA (sf)' from 'A+
(sf)'," S&P said.

"Additionally, in our view the credit enhancement available to
the class B, C, and D notes is commensurate with higher ratings
than we previously assigned. Therefore, we have raised our rating
on the class B notes to 'A (sf)' from 'BBB+ (sf)', on the class C
notes to 'BBB- (sf)' from 'BB+ (sf)', and on the class D notes to
'BB+ (sf)' from 'BB- (sf)'," S&P said.

"We have also applied the largest obligor default test, a
supplemental stress test that we introduced as part of our
September 2009 criteria update for collateralized debt
obligations. The test aims to measure the effect on ratings of
defaults of a specified number of largest obligors in the
portfolio with particular ratings, assuming 5% recoveries. In
addition, we applied the largest industry default test, another
of our supplemental stress tests. None of the classes of notes
were constrained by the supplemental stress tests," S&P said.

Ares European CLO II is a cash flow collateralized loan
obligation (CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class            Rating
          To               From

Ares European CLO II B.V.
EUR411 Million Senior Secured Floating-Rate Notes

Ratings Raised

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


BAKKER & LEENHEER: Rotterdam Law Court Confirms Insolvency
----------------------------------------------------------
Gerard Lindhout at Fresh Plaza reports that the Rotterdam law
court has confirmed the insolvency of the fruit and vegetable
company Bakker & Leenheer in Barendrecht.

According to the report, curator Jorin Hagendoorn of Schipper
Noordam lawyers said the company never overcame the disaster it
encountered in 2009.

"The last few years the company did rather well, but the results
of 2009 remained as a millstone around the neck of the company.
For quite a long time, they tried to catch up with the damage,
but that was unsuccessful," the report quotes Mr. Hagendoorn as
saying.

"Bakker & Leenheer is not an unhealthy company, however, and has
a loyal group of customers. I therefore really hope that the
company with new investment will be able to start again. At the
moment discussions are being held with four parties," he added,
according to the report.

Barendrecht, Netherlands-based Bakker & Leenheer BV supplies
vegetables and fresh fruits.


CONSTELLIUM HOLDCO: Moody's Corrects May 25, 2012 Ratings Release
-----------------------------------------------------------------
Moody's Investors Service issued a correction to the May 25, 2012
ratings release of Constellium Holdco B.V.

Moody's assigned a B2 corporate family rating (CFR) and a B2
probability of default rating (PDR) to Constellium Holdco B.V.,
and a B2 (LGD4, 57%) rating to the company's US$200 million
(EUR154 million) term loan maturing June 2018. The rating outlook
is stable.

Ratings Rationale

The ratings consider Constellium's low level of profits and the
variability of its operating performance, which when combined
with relatively large capital expenditures and large swings in
working capital, may lead to frequent episodes of negative free
cash flow in Moody's opinion. The ratings also reflect
uncertainty regarding the size and permanence of recently enacted
cost saving initiatives. The company's pro forma debt when
adjusted for EUR377 of underfunded pension liabilities and
operating leases will be above EUR532 million, or approximately
5.2x 2011 EBITDA. The ratings also reflect the company's negative
equity, a limited history operating as a stand-alone company, and
potential labour issues with its unionized workforce.

The ratings positively reflect Constellium's good market position
in Europe for many of its market segments, the diversity of its
customers, its broad operating footprint in Europe, and the
stability of the consumer-based cansheet and rigid packaging
parts of its business, which represent approximately 35% of
sales.

Demand is more volatile among products sold to the automotive,
aerospace, industrial and construction markets. Overall,
Constellium's operating margins are quite low, although
relatively stable once hedging gains and losses are taken into
account. The company's metal hedging strategies largely insulate
its effective operating margins (but not its IFRS reported
margins since it does not use hedge accounting) from aluminium
price changes but these fluctuations can cause sizable changes to
working capital and may require the posting of margin on hedges.
Aluminium and alloy costs represent about 60% of the company's
costs so the portion of costs that Constellium can control is
relatively small and obdurate. Furthermore, energy costs can
squeeze margins. In addition, the company's cash flow will be
impacted by elevated capex in 2012 and 2013. Given all these
factors, Moody's believes the company will frequently have
negative free cash flow over a cycle.

The stable outlook reflects the company's sizable European market
share, end-market and operational diversity, adequate liquidity
stemming from its factoring and ABL facilities, and the stability
of its packaging business. The rating could be raised if recent
and ongoing operational improvements materially and permanently
strengthen margins, market conditions improve, and leverage
remains under 4.5x EBITDA. The rating could be lowered if free
cash flow is regularly negative, leverage exceeds 6x, liquidity
gets tight, or the company makes debt-financed acquisitions or
shareholder distributions.

The principal methodology used in rating Constellium Holdco B.V.
was the Global Steel Industry Methodology published in January
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Constellium comprises the businesses formerly included in Rio
Tinto's Engineered Aluminum Products operating segment. The
company produces approximately 1 million tonnes per year of
fabricated aluminium products and has operations in Europe, North
America and Asia. It sells to the packaging, automotive and
transportation, aerospace, general industrial and construction
industries. In 2011, the company had sales of EUR3.6 billion. The
company is headquartered in France and is owned by certain funds
affiliated with Apollo Global Management, LLC (51%), Rio Tinto
plc (39%) and Fonds Strategique d'Investissement (10%).


FAXTOR ABS 2003-1: S&P Cuts Ratings on 2 Note Classes to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on FAXTOR ABS 2003-1
B.V.'s class A-1 E, A-2 E, A-2 F, A-3 E, A-3 F, B E, and B F
notes.

FAXTOR ABS 2003-1 is a cash flow collateralized debt obligation
(CDO) of mezzanine asset-backed securities transaction.

"The rating actions follow the application of our updated
criteria for CDOs of pooled structured finance assets, and our
assessment of the portfolio's reduced credit quality since our
previous review on Nov. 4, 2010," S&P said.

"None of the ratings in this transaction was affected by either
the largest obligor default test or the largest industry default
test -- two supplemental stress tests in our criteria," S&P said.

"We have subjected the capital structure to a cash flow analysis
-- based on the updated methodology and assumptions outlined in
our criteria -- to determine the break-even default rate (BDR)
for each rated class of notes at each rating level. We have also
conducted an updated credit analysis -- based on our updated
methodology and assumptions -- to determine the scenario default
rate for each rated class of notes (SDR) at each rating level,"
S&P said.

"We found that BDRs have decreased and SDRs have increased. These
findings indicate to us that the current credit enhancement
levels available to the class A-1 E, A-2 E, A-2 F, A-3 E, A-3 F,
B E, and B F notes are no longer commensurate with their previous
rating levels. As a result of these developments, we have lowered
and removed from CreditWatch negative our ratings on these
classes of notes," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                Rating
             To                     From

FAXTOR ABS 2003-1 B.V.
EUR308 Million Asset-Backed Fixed- and Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

A-1 E        A+ (sf)                AAA (sf)/Watch Neg
A-2 E        BBB (sf)               AAA (sf)/Watch Neg
A-2 F        BBB (sf)               AAA (sf)/Watch Neg
A-3 E        B+ (sf)                A (sf)/Watch Neg
A-3 F        B+ (sf)                A (sf)/Watch Neg
B E          CCC- (sf)              BB (sf)/Watch Neg
B F          CCC- (sf)              BB (sf)/Watch Neg


FAXTOR ABS 2004-1: S&P Cuts Ratings on Two Note Classes to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on FAXTOR ABS 2004-1
B.V.'s class A-1, A-2, A-3, BE, and BF notes.

FAXTOR ABS 2004-1 is a cash flow collateralized debt obligation
(CDO) of mezzanine asset-backed securities transaction.

"The rating actions follow the application of our updated
criteria for CDOs of pooled structured finance assets, and our
assessment of the portfolio's reduced credit quality since our
previous review on June 16, 2011," S&P said.

"None of the ratings in this transaction was affected by either
the largest obligor default test or the largest industry default
test -- two supplemental stress tests in our criteria," S&P said.

"We have subjected the capital structure to a cash flow analysis-
-based on the updated methodology and assumptions outlined in our
criteria--to determine the break-even default rate (BDR) for each
rated class of notes at each rating level. We have also conducted
an updated credit analysis--based on our updated methodology and
assumptions--to determine the scenario default rate for each
rated class of notes (SDR) at each rating level," S&P said.

"We found that BDRs have decreased and SDRs have increased. These
findings indicate to us that the current credit enhancement
levels available to the class A-1, A-2, A-3, BE, and BF notes are
no longer commensurate with their previous rating levels. As a
result of these developments, we have lowered and removed from
CreditWatch negative our ratings on these classes of notes," S&P
said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                Rating
            To                     From

FAXTOR ABS 2004-1 B.V.
EUR358.5 Million Asset-Backed Fixed- and Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

A-1         AA (sf)                AAA (sf)/Watch Neg
A-2         A (sf)                 AAA (sf)/Watch Neg
A-3         BBB+ (sf)              AA (sf)/Watch Neg
BE         BB+ (sf)                A- (sf)/Watch Neg
BF         BB+ (sf)                A- (sf)/Watch Neg


ZALCO: UTB Industry & Century Aluminum Acquire Business
-------------------------------------------------------
Reuters reports that parts of bankrupt ZALCO will be bought by a
Dutch and a U.S. company, which will continue casting and anode
production but smelting operations will cease.

ZALCO, which had a production capacity of 275,000 tonnes per year
of aluminium, filed for bankruptcy in mid-December, Reuters
recounts.  Its plant at the port of Vlissingen in the southwest
of the Netherlands, which employed 600 people, was shut a few
days later due to a lack of funds to pay energy suppliers,
Reuters discloses.

UTB Industry said in statement that the Dutch steel and machinery
wholesaler bought the smelting operations and will dismantle the
machinery because this business was not longer viable, Reuters
relates.

According to Reuters, administrator Peter Stassen said that UTB
plans to resume production of finished or semi-finished products,
while California-based Century Aluminum Co bought the anode
production facilities.  He did not say how many jobs would be
saved following the bankruptcy, Reuters notes.

ZALCO is a Dutch aluminium producer.



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


BRE BANK: Moody's Takes Rating Actions on Subsidiaries
------------------------------------------------------
Moody's Investors Service has confirmed the long-term deposit
ratings of BRE Bank (Poland) at Baa2 and BRE Bank Hipoteczny at
Baa3. The ratings carry a negative outlook. The standalone bank
financial strength ratings (BFSRs) of BRE Bank at D (mapping to a
standalone credit assessment of ba2) and BRE Bank Hipoteczny
(BBH) at E+/b1, were not affected and the outlook remains stable
on these ratings.

The global local currency long-term deposit rating of Forum bank
(Commerzbank's Ukrainian subsidiary) was downgraded to B2 from B1
with a negative outlook. The BFSR of E+/b3 was not affected and
remains on negative outlook.

These rating actions follow the rating action on the banks'
German parent, Commerzbank AG, whose long and short-term ratings
were downgraded to A3/Prime-2 from A2/Prime-1 and its BFSR of
D+/baa3 was confirmed.

The rating actions on these subsidiaries conclude the reviews
initiated on February 21, 2012, when the ratings were placed on
review for downgrade, following a similar rating action on
Commerzbank.

Ratings Rationale -- BRE BANK and BBH

The confirmation of Commerzbank's standalone BFSR of D+/baa3,
with a negative outlook, serves as a basis from which Moody's
incorporates rating uplift for the Polish subsidiaries' ratings.
Moody's considers that there is a very high probability of
parental support for these entities. This is based on the
strategic ownership and control of BRE Bank and BBH as well as
the history of funding and capital support provided by the German
parent. In addition, the Polish market remains strategic for the
German group and provides an opportunity for diversification.

In addition to parental support from Commerzbank, BRE Bank's
long-term ratings also incorporate a high expectation of systemic
support. Moody's notes that BRE Bank is the third largest bank in
Poland with sustained market shares and a sizeable customer
deposit base. Overall, the combination of parental and systemic
support assumptions result in three notches of rating uplift from
the ba2 standalone credit assessment to BRE Bank's long-term
rating of Baa2. The negative outlook on the long-term rating is
driven by the outlook on the parent's standalone rating.

BBH's long-term ratings incorporate four notches of rating uplift
from its direct (BRE Bank) and indirect (Commerzbank AG) parents.
This degree of uplift is a function of Moody's view that BBH is
closely integrated within the group and provides strategic and
specialised access to the commercial covered bond market. In
addition, in terms of its funding needs, BBH is highly dependent
and integrated with BRE Bank. BBH's long-term ratings do not
incorporate any uplift from systemic support, since it is not
considered a systemically important entity in Poland. The
negative outlook on BBH's long-term Baa3 rating is also driven by
the outlooks on its direct and indirect parents' ratings.

What Could Drive The Ratings Down/Up

A downgrade of the Commerzbank's standalone ratings could trigger
a further downgrade of the subsidiaries' supported ratings.

Downwards pressure on the BFSR could be triggered by
deterioration in BRE's asset-quality trends, given its exposure
to foreign-currency mortgages, erosion of its leading franchise
and liquidity pressures. However, the recent performance and
improved profitability for the past two years support the stable
outlook on the standalone ratings of BRE and BBH.

Upwards pressure on BRE Bank's standalone rating could develop if
the bank's financial fundamentals improve in line with those of
its higher-rated peers, especially through the accumulation of
Tier 1 capital. A further reduction in its FX exposure would also
be credit positive, as would a sustained independent funding
profile without compromising maturity mismatches on the balance
sheet.

Upwards pressure on BBH's standalone rating could develop
following a significant improvement in the granularity of its
portfolio, higher sustainable recurring profit and demonstration
of an independent funding franchise.

Ratings Rationale -- FORUM BANK

Moody's has lowered its expectation of parental support factored
into Forum Bank's long-term ratings to low from moderate,
reflecting the diminishing importance for Commerzbank of its
Ukrainian operations. This has resulted in a downgrade of the
bank's local-currency long-term deposit rating to B2 from B1,
with a negative outlook.

Although Commerzbank maintains a controlling interest in Forum
Bank, Moody's says that the lower likelihood of parental support
reflects (i) negative developments in Forum Bank's financial
fundamentals that required capital and liquidity support during
2009-2011; (ii) Forum Bank's declining market share, reflecting
deleveraging and a change in strategy owing to the negative
operating environment; and (iii) the declining strategic fit
between the parent and Forum Bank, together with uncertainties
over the market recovery in Ukraine.

What Could Drive The Ratings Down/Up

Moody's says that the negative outlook on all Forum Bank's
global-scale ratings captures the limited up-side potential both
for the standalone BFSR and the supported long-term local-
currency deposit ratings. However, the outlook on the bank's BFSR
could be changed to stable if the bank improves profitability and
asset quality, reduces provisioning needs and maintains a stable
deposit base.

Downwards pressure on Forum Bank's BFSR could develop if there is
material deterioration of asset quality beyond the levels
currently expected by Moody's, and if the degree of deterioration
were to require additional provision charges and capital
injections.

A downgrade of Commerzbank's ratings, which currently have a
negative outlook, could trigger a further downgrade in the
supported ratings of the Ukrainian subsidiary. In addition, any
evidence of the group's intention to divest from Ukraine's
banking market could result in the removal of parental support,
which would prompt Moody's to lower the deposit ratings to the
level of Forum Bank's standalone BFSR of E+/b3, with a negative
outlook.

List of Affected Ratings

BRE Bank S.A.

- Long-term local and foreign-currency deposit ratings confirmed
   at Baa2, negative outlook

- Short-term local and foreign-currency rating of Prime-2,
   confirmed

- BFSR of D, mapping to ba2, stable outlook

BRE Bank Hipoteczny

- Long-term local and foreign-currency deposit ratings of Baa3,
   negative outlook

- Short-term local and foreign-currency rating of Prime-3,
   confirmed

- BFSR of E+, mapping to a b1, stable outlook

BRE Finance France SA

- Backed Senior Unsecured MTN rating confirmed at (P) Baa2,
   negative outlook

Forum Bank

- Long-term local-currency deposit rating downgraded to B2 from
   B1, negative outlook

- Long-term foreign-currency deposit rating unchanged at B3,
   constrained by the country ceiling, negative outlook

- BFSR unchanged at E+ (mapping to b3), negative outlook

- National Scale Rating downgraded to A3.ua from Aa3.ua, carries
   no specific outlook

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


CENTRAL EUROPEAN: S&P Lowers Corporate Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o., to 'CCC+' from
'B-'. "In related actions, we lowered our issue ratings on CEDC's
senior secured notes and senior unsecured convertible bonds," S&P
said.

"At the same time, we put all ratings on CreditWatch with
negative implications. The CreditWatch indicates the possibility
that we could lower the ratings on CEDC after reviewing the
restated financials," said Standard & Poor's credit analyst
Florence Devevey.

"The downgrade and CreditWatch placements follow CEDC's
announcement that it expects to restate its financial statements,
following material weaknesses of its internal controls. The
review of the historical financial statements is ongoing, but
CEDC expects the restatements to affect 2011 and 2010 financials.
According to the company, this could reduce reported sales and
EBITDA for those two years by an estimated US$30 million-US$40
million," S&P said.

"A US$40 million decrease in EBITDA would significantly depress
the group's already very weak metrics," Ms. Devevey said. "This
would also substantially affect our original base case scenario
for 2012 and beyond because we built our projections on actual
performance."

"The group's performance in the first quarter of the year--though
not a big contributor to annual EBITDA given the business's
seasonal gains in the fourth quarter--was weak. Vodka consumption
continues to decrease in both Poland and Russia. And, we believe
that management may be distracted by the ongoing accounting
review over the coming weeks, which could delay any potential
recovery of the operations such as new product developments or
cost reductions. We therefore do not believe that EBITDA will
improve in 2012," S&P said.


HYDROBUDOWA POLSKA: Declared Bankrupt by Poznan Court
-----------------------------------------------------
Maciej Martewicz at Bloomberg News reports that the Poznan
District Court on Monday agreed to declare Hydrobudowa Polska SA
bankrupt with the aim of allowing the builder to reach a
settlement with its creditors.

According to Bloomberg, Joanna Ciesielska-Borowiec, a spokeswoman
for the court, said on Monday that the court will make a decision
on similar bankruptcy filing by PBG SA, Poland's third largest
builder and Hydrobudowa's parent, in one to three days.


PBG SA: Moody's Lowers CFR to 'Ca' Following Insolvency Filing
--------------------------------------------------------------
Moody's Investors Service has lowered PBG S.A. corporate family
rating (CFR) to Ca from Caa1 and probability of default rating
(PDR) to D from Caa3.

Rating Rationale

The downgrade of PBG's PDR to D reflects the announcement that
(i) PBG S.A. and two of its subsidiaries, Hydrobudowa Polska and
Aprivia, have filed voluntary petitions for insolvency which
include the option to restructure their debts; and (ii) the
standstill agreement with its banks has been terminated. In the
absence of a standstill agreement, through which various banks
agreed temporarily to extend loan maturities, PBG is in payment
default.

The downgrade of the CFR to Ca reflects Moody's estimate that
overall recovery levels are likely to be lower than 65%. Moody's
believes that there is considerable execution risk related to
obtaining agreement from its creditors to the restructuring
proposal and PBG could be obliged to file a petition for final
liquidation. Recovery levels are likely to be depressed in a
final liquidation, particularly for receivables which represent
its largest class of assets.

Subsequent to the rating actions, Moody's will withdraw the
ratings because PBG has filed for insolvency.

The principal methodology used in rating PBG was the Global
Construction Methodology published in November 2010.

PBG S.A. is a publicly quoted specialist construction company,
listed on the Warsaw stock exchange. The company reported
revenues of PLN3.91 billion (approximately US$1.26 billion) in
the last twelve months to March 31, 2012.


PBG SA: S&P Cuts Corp. Credit Rating to 'D' on Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on engineering and construction company
PBG S.A. to 'D' (default) from 'SD' (selective default).

"We downgraded PBG because it announced that, on June 4, 2012,
three of its subsidiaries that generate a substantial part of the
group's earnings (PBG, Hydrobudowa Polska, and APRIVIA) had filed
an insolvency petition with the insolvency court within the
Municipal Court in Poznan. The management board of PBG S.A. has
filed a motion for insolvency with an arrangement option to
settle accounts with creditors and other parties, so that the
company could continue to run its operations," S&P said.

"The filing resulted from the company's failure to obtain
additional funding to secure financing for its ongoing
operations, including payments to subcontractors," S&P said.

PBG had been negotiating with banks over the past couple of
months to secure additional funding of about Polish zloty (PLN)
550 million (EUR126 million), of which PLN200 million should have
been paid to subcontractors.

"According to a statement by PBG, the bankruptcy filing was the
result of the difficult liquidity situation following prolonged
discussions with lenders, the heavy capital requirements of low-
margin road contracts, and the only partial settlement of the
contract for the construction of the National Stadium in Warsaw.
The group's difficult liquidity position is also partially
attributable to the withdrawal of one of the financing banks from
its commitment to finance the acquisition of Polish power
generation equipment manufacturer RAFAKO S.A., and the consequent
need to finance the transaction using PBG's own funds and
available credit lines," S&P said.

"On May 31, 2012, Standard & Poor's lowered its corporate credit
rating on PBG to 'SD' after PBG had announced a standstill
agreement with its financing banks, which we consider under our
criteria to be a de facto distressed restructuring," S&P said.



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


BMORE FINANCE 4: S&P Lowers Rating on Class D Notes to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered and kept on
CreditWatch negative its credit rating on BMORE Finance No. 4
PLC's class D notes.

"The transaction has paid down significantly, and the outstanding
portfolio balance as of the May 2012 interest payment date (IPD)
was 2% of the original balance (1% of the pool balance after the
second tap issuance). The class D notes are the only notes
outstanding; the issuer has repaid the rest of the notes issued
at closing," S&P said.

"Based on the latest available investor report from the trustee
(dated May 2012), the level of long-term delinquent loans
(defined in this transaction as loans in arrears for between
three and 12 months) accounted for 57.23% of the outstanding
portfolio balance -- compared with 36.6% of the outstanding
portfolio balance in February 2012, which is more than double the
17.5% in February 2011," S&P said.

"On April 4, 2012, we lowered and placed on CreditWatch negative
our rating on the class D notes, in view of our assessment of the
deterioration of the pool's performance and uncertainty about the
pool's future performance," S&P said.

"Following our April observations, defaults have continued to
increase. As of May 2012, cumulative defaults have increased to
EUR30.56 million, compared with EUR28.89 million in February
2012," S&P said.

"Due to the accumulation of a large amount of severely delinquent
loans that were not written off, as long-term delinquencies
continue to roll into defaults, we expect low recovery levels on
defaulted assets in the transaction's portfolio," S&P said.

"As a result, the reserve fund was fully depleted at the May 2012
IPD. At the previous IPD, in February 2012, the reserve fund was
at its floor level of 12.5% of the outstanding note balance," S&P
said.

"Consequently, in the absence of any reserve fund, the
transaction relies solely on excess spread to cure defaults,
which we believe is insufficient," S&P said.

"Based on the latest available investor report, EUR1.37 million
of realized losses were debited to the class D note principal
deficiency ledger (PDL), and there is EUR656,539 debit balance
remaining outstanding on the class D note PDL," S&P said.

"Based on all of the above-mentioned factors, upon receiving
updated information, and our expectations of future expected
losses, we have lowered to 'CCC (sf)' from 'B+ (sf)' and kept on
CreditWatch negative our rating on the class D notes. We have
done so to reflect our opinion that the issuer is unlikely to
have the capacity to meet its financial commitment in respect of
the principal due at maturity on this class. Our rating on the
notes in this transaction addresses the timely payment of
interest due under the rated notes, and ultimate payment of
principal at maturity of the rated notes," S&P said.

"BMORE 4 is Portuguese asset-backed securities (ABS) transaction
that closed in May 2004. The portfolio backing this transaction
comprises loans originated and serviced by Banif Mais, a
subsidiary of Banif (Banco Internacional do Funchal)," 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

Rating Lowered and Remaining On CreditWatch Negative

BMORE Finance No. 4 PLC
EUR300 Million Secured Floating-Rate Notes

D        CCC (sf)/Watch Neg     B+ (sf)/Watch Neg



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


BANCA ROMANEASCA: Fitch Cuts Rating on IDR to 'B-'; Outlook Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded Banca Romaneasca's (BROM) Long-term
Issuer Default Rating (IDR) to 'B-' from 'B', and affirmed United
Bulgarian Bank's (UBB) Long-term IDR at 'B'.  The Outlook on both
IDRs is Negative.

BROM and UBB are majority-owned by National Bank of Greece (NBG,
'CCC') domiciled in Romania and Bulgaria, respectively. BROM's
downgrade reflects the bank's high dependence on NBG for foreign
currency funding and liquidity, and considerable uncertainty as
to the continued availability of this funding if Greece were to
exit the European Monetary Union (EMU). UBB's affirmation
reflects the bank's significantly lower dependence on parent
funding.

At end Q112, NBG accounted for 42% of BROM's total non-equity
funding, most of which is short-term and euro-denominated, and
NBG also provides significant off-balance sheet foreign currency
hedges to BROM.  The funding and hedging instruments are
expensive and negatively impact BROM's profitability and
ultimately capitalization. However, the facilities are crucial to
supporting the bank's foreign currency liquidity and maintaining
the bank's FX position within regulatory limits.

Parent bank funding accounted for a more moderate 10% of UBB's
liabilities at end-Q112.  Since 2009, UBB has achieved solid
retail deposit growth due both to market trends and the
relatively high deposit rates offered by the bank.  At the same
time, UBB's loan book contracted considerably and funding from
NBG fell, so that the loans/deposits ratio stood at 123% at end-
March 2012 (end-2009:159%).

At the same time, additional liquidity risk for both banks, in
case of a further deterioration of the situation in Greece, could
potentially arise as a result of deposit outflows.  However,
liquidity ratios are high and customer deposits have been stable
in recent months at UBB, and withdrawals at BROM have been
relatively limited and manageable.  In addition, a significant
proportion of customer deposits (just above 60%) at the two banks
fall under national deposit guarantee schemes, which may help to
limit any outflows.

Although Fitch views BROM's funding position as potentially more
vulnerable than UBB's, the agency highlights BROM's better asset
quality relative to UBB, and compared to the banking sector in
Romania.  BROM's non-performing loans (NPLs, loans overdue 90
days) represented 8.5% of gross loans at end-Q112 (8.8% at end-
2011 compared to 14.1% for the Romanian banking sector).  BROM's
NPLs net of reserves were equal to a moderate 15% of equity at
the same date, and the bank's regulatory total capital ratio was
a solid 24.1%.  UBB's NPLs were a high 25% at end-Q112 with
unreserved NPLs equal to 17% of equity, although the reported
total capital ratio was 14.99%.

The banks' Long-term IDRs remain one (BROM) and two notches (UBB)
above that of NBG in light of the limited contagion which the
subsidiaries have suffered to date from problems at NBG and their
negligible direct exposure to NBG and Greece more generally.
However, contagion risk could increase significantly if Greece
were to exit the eurozone.

UBB and BROM's IDRs do not incorporate potential financial
support from the Bulgarian and Romanian sovereigns. Fitch
acknowledges that the authorities would be likely to provide at
least local currency liquidity support to manage any problems
arising at Greek bank subsidiaries, given their sizable aggregate
market shares in both countries.  However, in Fitch's view, there
is significant uncertainty as to whether national authorities
would inject capital into Greek bank subsidiaries, in case of
need, and provision of foreign currency liquidity in sufficient
volumes is also far from certain.

The Negative Outlooks on both banks reflects the potential for
ratings to be downgraded if there were large outflows of customer
deposits or (particularly for BROM) loss of parent bank funding.
UBB could also be downgraded if further asset quality
deterioration results in heightened capitalization pressures.

The rating actions are as follows:

UBB

  -- Long-term IDR: affirmed at 'B'; Negative Outlook
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b'
  -- Support Rating: affirmed at '5'

BROM

  -- Long-term IDR: downgraded to 'B-' from 'B', Negative Outlook
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: downgraded to 'b-' from 'b'
  -- Support Rating: affirmed at '5'


TRANSGAZ MEDIAS: S&P Puts 'BB+' Currency Ratings on Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' long-term
foreign and local currency corporate credit ratings on Romanian
natural gas transmission system operator S.N.T.G.N. Transgaz S.A.
Medias on CreditWatch with negative implications.

"The rating action reflects the likelihood that we will downgrade
the company in the near term because we see increasing pressure
on Transgaz's business risk profile, which we continue to assess
as 'fair.' This results from our mounting uncertainty regarding
the supportiveness of the regulatory framework for gas
transmission in Romania. We understand that the Romanian
regulator was considering a revision of the existing tariff-
setting mechanism to allow Transgaz to partially recover revenues
linked to gas volumes lost over the five-year regulatory period
ending June 2012. However, we understand that Transgaz's recent
discussions with the regulator indicate worsened prospects of
recovery. In our view, this is not consistent with our previous
assessment of the visibility and predictability of the regulatory
environment. We believe that the current situation and the
regulator's untimely revisions to Transgaz's remuneration
highlight key regulatory risks in a jurisdiction where regulatory
determinations are not independent of the government," S&P said.

"In addition, we see a risk of negative effects on Transgaz's
financial risk profile linked to the Romanian government's
expectations of ongoing significant dividends. We previously
understood that the 90% dividend distribution level was
temporary--the 90% payout applied to all Romanian state-
controlled companies and was aimed at supporting the national
budget. Transgaz aims to offset the higher dividends by
materially reducing its capital expenditure over the medium term.
We view this ambition as challenging, considering the significant
investments needed to upgrade the Romanian gas transmission
network. As a result, we see the risk of a material deterioration
in Transgaz's historically solid credit metrics over the longer
term," S&P said.

"We plan to resolve the CreditWatch within the next 90 days and
we expect by then to gain clarity on the new regulatory framework
for Transgaz," S&P said.

"We could lower our ratings on Transgaz by more then one notch if
we were of the opinion that the new regulatory framework would
significantly weaken the cash flow generation of the company. We
are also likely to lower Transgaz's ratings if we fail to achieve
clarity on the regulatory remuneration for the third regulatory
period within the CreditWatch horizon, as this would highlight
higher regulatory uncertainty than we currently factor into the
ratings," S&P said.

"We could affirm the ratings if we were convinced that the
changing regulatory framework would provide sufficient
visibility, predictability, and credit support to Transgaz's
earnings. This would also be contingent on an assessment that the
regulatory remuneration remained sufficiently shielded from
negative political intervention linked to changes in the national
macroeconomic or fiscal environment," S&P said.



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


FRANCE SOIR: Russian Owner Gives Up Attempt to Save Paper
---------------------------------------------------------
According to RIA Novosti, Le Figaro reported that businessman
Alexander Pugachyov, the son of Russian billionaire Sergei
Pugachyov, has given up attempts to finance the France Soir
newspaper and save it from bankruptcy.

RIA Novosti relates Mr. Pugachyov informed the paper's staff of
the launch of external management for the insolvent paper under
judicial supervision.  A Paris court is expected to decide on
whether to seize the paper's assets in full or in part or
liquidate it, the report notes.

According to RIA Novosti, Mr. Pugachyov told the paper's staff he
had spent EUR80 million on the paper he had acquired in 2009 in
an attempt to save it from bankruptcy, and another EUR10 million
on the launch of the paper's website.

RIA Novosti discloses that Mr. Pugachyov acquired France Soir,
one of the oldest French newspapers, in a bid to put the
insolvent paper back on track. He initially managed to boost the
paper's sales by 250% and the online edition's audience by 350%
but these efforts were fruitless in making the paper operate at a
profit, says RIA Novosti.

In 2011, the report notes, the paper generated monthly losses of
EUR1 million, forcing the entrepreneur to close down the print
version of France Soir and keep only the online edition.

As reported in Troubled Company Reporter-Europe on Aug. 31, 2011,
SeeNews said the commercial court in Paris placed French daily
France Soir into four-month receivership.


* SAMARA OBLAST: S&P Affirms 'BB+' Long-Term Issuer Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
issuer credit and 'ruAA+' Russia national scale ratings on
Russian Samara Oblast. The outlook is stable.

The '3' recovery rating on Samara Oblast's unsecured debt is
unchanged.

"The ratings on Samara Oblast reflect our view of its limited
budgetary flexibility and predictability within a developing and
unbalanced institutional framework, as well as its low economic
wealth in an international context and pressure from
infrastructure development needs. The ratings are supported by
our expectation of its modest debt burden, positive liquidity,
and a moderate budgetary performance," S&P said.

"Similar to those of many Russian peers, Samara Oblast's
financial indicators have limited predictability, owing to
dependence on federal transfers and tax allocation, as well as a
lack of reliable long-term financial planning. We expect about
90% of the oblast's total revenues to come from state-regulated
taxes and transfers from the federal government in the medium
term. Revenue predictability is further hindered by exposure to
the volatility of oil prices and the tax allocation policies of
the oblast's largest taxpayers. In 2011, subsidiaries of OJSC Oil
Co. Rosneft (BBB-/Stable/--) accounted for about 10% of the
oblast's tax revenues," S&P said.

"The stable outlook reflects our view that, in 2012-2014,
continued economic growth and conservative revenue budgeting will
allow Samara Oblast to absorb expenditure pressure without
affecting its sound liquidity position. Our base-case scenario
also assumes a cautious debt management with reliance on medium-
term borrowing," S&P said.

"We could take a negative rating action within the next 12 months
if we perceive that the oblast's liquidity position is set to
weaken significantly compared with our base-case scenario. This
could result from faster expenditure growth leading to weaker
budgetary performance and depletion of cash reserves or
shortening debt maturities," S&P said.

"We could take a positive rating action if higher revenues and
management's commitment to prudent financial policies, with tight
control over operating expenditures, resulted in an improving
budgetary performance and increasing capital investment.
Formalization of long-term planning and cautious financial
management practices would also be positive for the ratings.
However, ratings upside is unlikely for the next 12 months, in
our view," S&P said.



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


AYT DEUDA SUBORDINADA: S&P Lowers Rating on Class C Notes to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on AyT Deuda Subordinada
I Fondo de Titulizacion de Activos' class A, B, and C notes.

AyT Deuda Subordinada I is cash flow collateralized debt
obligation (CDO) collateralized by subordinated debt that nine
Spanish banks initially issued specifically for the purpose of
this transaction.

"Last year, we placed all of our ratings in this transaction on
CreditWatch negative following a review of the transaction, which
took into account the increasingly concentrated nature of the
portfolio. The rating actions resolve these CreditWatch negative
placements, based on our review of the transaction's underlying
portfolio and structural features. In addition to the increasing
portfolio concentration, our review considered the credit quality
deterioration of the obligors backing this transaction," S&P
said.

"In accordance with Banco de Espana (Bank of Spain) requirements
for further consolidation of the Spanish financial sector,
initiated in 2010, the original obligors in this transaction have
merged with other banks. This has caused the obligor
concentration level in this transaction to rise significantly.
The outstanding portfolio is currently split among seven
obligors, compared with nine at closing in November 2006.
Moreover, additional mergers -- expected in the near future --
may further affect the obligors backing this transaction. As
such, we consider the transaction's performance to be highly
sensitive to the credit quality evolution of a very limited
number of obligors, and we expect limited recoveries on defaults
of the underlying debt instruments," S&P said.

"Due to the bullet repayment features of the subordinated bank
debt in the portfolio, the current pool notional is similar to
the amount at closing. Currently, the largest obligor (Banco Mare
Nostrum S.A., which we do not rate) accounts for 48.66% of the
outstanding portfolio balance. CaixaBank S.A. (BBB+/Watch Neg/A-
2), Kutxabank S.A. (BBB-/Negative/A-3), Bankia S.A. (BB+/Watch
Neg/B), and Banco Bilbao Vizcaya Argentaria S.A.
(BBB+/Negative/A-2) are also highly represented in the portfolio
-- accounting for 16.78%, 13.42%, 10.07%, and 5.03%," S&P said.

"The deterioration of the Spanish economy has significant
negative implications for Spanish banks. As Spain's double-dip
recession continues, we expect to see more problematic assets on
balance sheets in 2012 and 2013, with real estate portfolios
generating the bulk of credit losses as the stock of unsold
properties in a depressed market pushes the house price decline
into 2012 and 2013. In this climate, we envision increasing
strain on banks, which have already suffered considerable credit
deterioration, and which will have to increase current credit
provisions, in our view. Additionally, we consider AyT Deuda
Subordinada I's underlying collateral to be particularly
sensitive to the deteriorating banking sector, as the transaction
doesn't benefit from any sector diversification," S&P said.

"The transaction's structural features haven't changed since
closing, except that the margin paid on the assets stepped up by
0.5% on the November 2011 interest payment date, as scheduled in
the transaction terms and conditions. The credit enhancement
available to the rated classes of notes is provided by
subordination of the junior classes of notes and by a
subordinated credit line provided by Confederacion Espanola de
Cajas de Ahorros (BBB-/Stable/A-3). Credit enhancement available
to the class A, B, and C notes is 46.39%, 26.02%, and 18.37%. The
transaction doesn't feature any asset overcollateralization
mechanism and benefits from a natural hedge, as the underlying
instruments have been designed to match the notes' terms and
conditions," S&P said.

"After assessing the risks of borrower concentration and credit
quality deterioration in our credit stability analysis, and given
that the transaction's structural features are unchanged, we have
lowered and removed from CreditWatch negative our ratings on the
class A to C notes in this transaction," 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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

AyT Deuda Subordinada I Fondo de Titulización de Activos
EUR298 Million Asset-Backed Floating-Rate Notes

Class                  Rating
             To                      From

Ratings Lowered and Removed From CreditWatch Negative

A            BB+ (sf)                A- (sf)/Watch Neg
B            B (sf)                  BBB- (sf)/Watch Neg
C            B- (sf)                 BB (sf)/Watch Neg


BANCO SANTANDER: Fitch Cuts Rating on Preference Shares to 'BB-'
----------------------------------------------------------------
Fitch Ratings has downgraded Banco Santander's and Banco Bilbao
Vizcaya Argentaria's (BBVA) Long-term Issuer Default Ratings
(IDR) to 'BBB+' from 'A' and Viability Ratings (VR) to 'bbb+'
from 'a'.  The Outlooks on the Long-term IDRs are Negative. At
the same time, Fitch has downgraded Santander UK plc's (San UK)
Long-term IDR to 'A' from 'A+' and VR to 'a' from 'a+'.  The
Outlook on San UK's Long-term IDR is Stable.  Fitch has also
taken actions on various other Spanish subsidiaries of Santander
and issuing vehicles of both Santander and BBVA.

The rating actions are primarily based on the downgrade of the
Spanish sovereign to 'BBB'/Negative from 'A'/Negative.  They
reflect similar concerns to those that have affected the Spanish
sovereign rating, in particular, that Spain is forecasted to
remain in recession through the remainder of this year and 2013
compared to the previous expectation that the economy would
benefit from a mild recovery in 2013 which directly affects the
banks' volumes of activities in Spain.  The Negative Outlook
mirrors that on the sovereign rating.  Santander's and BBVA's
Long-term IDRs and VRs are sensitive to a further downgrade of
Spain's sovereign rating.

Santander's and BBVA's Long-term IDR are one notch above Spain's
sovereign rating, reflecting their geographical diversification,
strong financial performance and a proven capacity to absorb
credit shocks.  However, the agency believes that there is a
close link between bank and sovereign credit risk (and therefore
ratings) and it is exceptional for banks to be rated above their
domestic sovereign.  Banks tend to own large portfolios of
domestic sovereign debt and are highly exposed to domestic
counterparties, meaning profitability and asset quality are
vulnerable to adverse macroeconomic and market trends such as
those being experienced in Spain.  Funding access, stability and
costs for banks are also often closely linked to broad
perceptions of sovereign risk. For these reasons, the uplift over
the sovereign rating is limited to one notch.

Santander and BBVA benefit from their international
diversification in retail banking, which gives them the capacity
to generate earnings internationally, making up for muted results
in Spain and supporting good recurring performance.  This
positively differentiates them from the more domestically-focused
Spanish banks with lower VRs but, in Fitch's opinion, does not
entirely mitigate the rating constraints arising from their
domicile.  Growth prospects for emerging markets in which
Santander and BBVA subsidiaries operate have been revised down
and they are not entirely immune to global economic trends but
earnings from these markets will continue to contribute
significantly to group earnings at both institutions.

Banking is a highly regulated industry and local regulatory
scrutiny and requirements mean capital and liquidity are not
fully transferable within banking groups, particularly cross
border.  The benefit to the parent bank of owning subsidiaries
mostly arises from potential dividend flows and the ability,
subject to market conditions and appetite, to sell stakes if
needed.  Over the long term, the market value of subsidiaries
will invariably fluctuate as banks and banking systems experience
inevitable peaks and troughs.

As a result of the downgrade of the sovereign rating, Fitch has
also revised Santander's and BBVA's Support Rating Floors (SRF)
to 'BBB' from 'BBB+'.  The downgrade of Spain indicates a
weakening of its ability to support its largest banks.

Under a recent stress test undertaken by Fitch, Santander and
BBVA fare better than many medium-sized banks and savings banks,
particularly those with high exposure to the real estate sector
and lower capital bases.  They have sufficient pre-impairment
profit generation, reserves and capital to withstand Fitch's
stress scenarios and are therefore rated higher and, based on
Fitch's current analysis, will not require external support.

The Long-term IDRs of Banco Espanol de Credito (Banesto) and
Santander Consumer Finance (SCF) are based on the high
probability of support from Santander and their high integration
into the group and are equalised with the parent bank's. These
have also been downgraded to 'BBB+' from 'A'.  Banesto's VR is on
Rating Watch Negative (RWN), reflecting concerns over
profitability and asset quality as its activities are focused on
Spain.  SCF is the parent of a leading consumer finance group in
Europe present in 14 countries at end-2011.  It is mainly focused
on vehicle finance and direct lending, with a large proportion of
operations centred in Germany. Fitch considers that SCF cannot be
viewed as an independent entity, so it has not assigned it a VR.
Banesto and SCF's Support Ratings have been revised to '2' from
'1', indicating a weakening of the ability of the parent to
support its subsidiaries.  However, they still indicate a high
probability of support, if needed.

Fitch has also placed the Long and Short-term IDRs of Allfunds
Bank, S.A. (Allfunds) on RWN as it is assessing the effect of the
downgrade of Santander's Long-term IDR on these ratings.
Allfunds is a small Spanish niche bank specialising in the
distribution of around 20,000 investment funds managed by over
400 asset management houses.  It is a 50:50 joint venture between
Santander and Intesa Sanpaolo ('A-'/Negative).

San UK's IDRs continue to be driven by its standalone strength
but are also now at their SRF, which in turn is driven by its
systemic importance to the UK economy as the second-largest
player in the mortgage and retail savings market.  The IDRs do
not factor in any support from its parent.  The IDRs and the VR
continue to reflect its strong franchise in the UK, its solid
asset quality, comfortable liquidity and relatively strong
capital ratios but also factor in negative pressures on
profitability from the macroeconomic, operating and regulatory
environment.

San UK's net exposure to the Santander group is insignificant and
is collateralized. San UK's liquidity position benefited from the
issuance of GBP25 billion of medium-term debt in 2011, which
reduced the need for short-term funding and more price-sensitive
deposits.  The core Tier 1 regulatory capital ratio was a healthy
11.7% at end-March 2012.  San UK is intentionally run as a
separately funded and capitalized bank within the Santander
group.  Fitch believes that San UK's funding and capital
positions are to a large degree ring-fenced from the rest of the
group due to strong regulatory oversight by the UK FSA.

As San UK's SRF and VR are at the same level, a further downgrade
would only take place if the financial strength of the UK bank
weakens and at the same time Fitch believes that the propensity
of the UK government to support its systemically important banks
has reduced. This is not currently Fitch's base case in the short
to medium term.

The impact on covered bonds issued by Santander, Banco Espanol de
Credito and Abbey National Treasury Services, plc, if any, will
be covered in a separate comment.  The ratings of Santander's and
BBVA's foreign subsidiaries will also be addressed in a separate
comment.

The rating actions are as follows:

Santander:

  -- Long-term IDR: downgraded to 'BBB+' from 'A'; Outlook
     Negative
  -- Short-term IDR: downgraded to 'F2' from 'F1'
  -- VR: downgraded to 'bbb+' from 'a'
  -- Support Rating: affirmed at '2'
  -- Support Rating Floor (SRF): revised to 'BBB' from 'BBB+'
  -- Senior unsecured debt long-term rating and certificates of
     deposit: downgraded to 'BBB+' from 'A'
  -- Senior unsecured debt short-term rating, commercial paper
     and certificate of deposits: downgraded to 'F2' from 'F1'
  -- Market-linked senior unsecured securities: downgraded to
     'BBB+emr' from 'Aemr'
  -- Subordinated debt: downgraded to 'BBB' from 'A-'
  -- Preference shares: downgraded to 'BB-' from 'BB+'

Santander Commercial Paper, S.A. Unipersonal

  -- Commercial paper: downgraded to 'F2' from 'F1'

Santander Financial Issuance Ltd.

  -- Subordinated debt: downgraded to 'BBB' from 'A-'

Santander International Debt, S.A. Unipersonal

  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating: downgraded to 'F2'
     from 'F1'

Santander Finance Capital, S.A. Unipersonal

  -- Preference shares: downgraded to 'BB-' from 'BB+'

Santander Finance Preferred, S.A. Unipersonal

  -- Preference shares: downgraded to 'BB-' from 'BB+'

Santander International Preferred, S.A. Unipersonal

  -- Preference shares: downgraded to 'BB-' from 'BB+'

Santander US Debt, S.A.U.

  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'

Santander Perpetual, S.A. Unipersonal

  -- Upper Tier 2: Downgraded to 'BB+' from 'BBB'

Banesto

  -- Long-term IDR: downgraded to 'BBB+' from 'A', Outlook
     Negative
  -- Short-term IDR: downgraded to 'F2' from 'F1'
  -- VR: downgraded to 'bbb+' from 'a-', placed on Rating Watch
     Negative
  -- Support Rating: downgraded to '2' from '1'
  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating and commercial
     paper: downgraded to 'F2' from 'F1'
  -- Market-linked senior unsecured securities: downgraded to
     'BBB+emr' from 'Aemr'
  -- Subordinated debt: downgraded to 'BBB' from 'A-'
  -- Preference shares: downgraded to 'BB-' from 'BB'

Banesto Financial Products plc

  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating: downgraded to 'F2'
     from 'F1'

Allfunds:

  -- Long-term IDR: 'BBB+' placed on RWN
  -- Short-term IDR: 'F2' placed on RWN
  -- VR: unaffected at 'bbb-'
  -- Support Rating: affirmed at '2'

SCF:

  -- Long-term IDR: downgraded to 'BBB+' from 'A'; Outlook
     Negative
  -- Short-term IDR: downgraded to 'F2' from 'F1'
  -- Support Rating: downgraded to '2' from '1'
  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating and commercial
     paper: downgraded to 'F2' from 'F1'
  -- Subordinated debt: downgraded to 'BBB' from 'A-'

San UK:

  -- Long-term IDR: downgraded to 'A' from 'A+'; Outlook Stable
  -- Short-term IDR: affirmed at F1
  -- VR: downgraded to 'a' from 'a+'
  -- Support Rating: affirmed at '1'
  -- SRF: affirmed at 'A'
  -- Senior unsecured debt long-term rating: downgraded to 'A'
     from 'A+'
  -- Senior unsecured debt short-term rating and commercial
     paper: affirmed at 'F1'
  -- Market-linked senior unsecured securities: downgraded to 'A'
     from 'A+'
  -- Subordinated debt: downgraded to 'A-' from 'A'
  -- Upper Tier 2 subordinated debt: downgraded to 'BBB' from
     'BBB+'
  -- GBP300m Non cumulative, callable preference shares,
     XS0502105454: Downgraded to 'BB+' from 'BBB-'
  -- Other Preferred stock: Downgraded to 'BBB-' from' BBB'

Abbey National Treasury Services plc

  -- Long-term IDR: downgraded to 'A' from 'A+'; Stable Outlook
  -- Short-term IDR: affirmed at 'F1'
  -- Guaranteed Debt Programme: affirmed at 'AAA'/'F1+'
  -- Senior unsecured debt long-term rating: downgraded to 'A'
     from 'A+'
  -- Market-linked senior unsecured securities: downgraded to
     'Aemr' from 'A+emr'

BBVA:

  -- Long-term IDR: downgraded to 'BBB+' from 'A', Negative
     Outlook
  -- Short-term IDR: downgraded to 'F2' from 'F1'
  -- VR: downgraded to 'bbb+' from 'a'
  -- Support Rating: affirmed at '2'
  -- SRF: revised to 'BBB' from 'BBB+'
  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating and commercial
     paper: downgraded to 'F2 from 'F1'
  -- Market-linked senior unsecured securities: downgraded to
     'BBB+emr' from 'Aemr'
  -- Subordinated debt: downgraded to 'BBB' from 'A-'
  -- Preference shares: downgraded to 'BB-' from 'BB+'

BBVA Capital Finance, S.A. Unipersonal

  -- Preference shares: downgraded to 'BB-' from 'BB+'

BBVA International Preferred, S.A. Unipersonal

  -- Preference shares: downgraded to 'BB-' from 'BB+'

BBVA Senior Finance, S.A. Unipersonal

  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating: downgraded to 'F2'
     from 'F1'

BBVA U.S. Senior, S.A. Unipersonal

  -- Senior unsecured debt long-term rating: downgraded to 'BBB+'
     from 'A'
  -- Senior unsecured debt short-term rating: downgraded to 'F2'
     from 'F1'


BANKIA SA: S&P Lowers Ratings on Subordinated Debt to 'CCC-'
------------------------------------------------------------
On June 8, 2012, Standard & Poor's Ratings Services lowered its
issue ratings on the non-deferrable subordinated debt issued by
Spanish bank Bankia S.A. to 'CCC-' from 'B-', and on the
nondeferrable subordinated debt issued by its holding company,
Banco Financiero y de Ahorros S.A. (BFA), to 'CC' from 'CCC+'.
"The issue ratings were removed from CreditWatch with negative
implications, where we placed them on April 30, 2012," S&P said.

"We are keeping our 'BB+' long-term counterparty credit rating on
Bankia and our 'B+' long-term counterparty credit rating on BFA
on CreditWatch negative, where we placed them on April 30, 2012.
We also affirmed our 'B' short-term counterparty credit ratings
on Bankia and BFA," S&P said.

"The rating action follows the publication of Bankia and BFA's
restated 2011 financial accounts on May 25, 2012. According to
the restated accounts, the group incurred substantial losses
during in 2011 (EUR3.3 billion on a consolidated basis),
impairing its regulatory capital position, which is currently
noncompliant with the Spanish regulator's minimum regulatory
requirements," S&P said.

"In accordance with our criteria, our stand-alone credit profile
(SACP) on a financial institution that does not comply with
minimum regulatory capital ratios (and therefore benefits from
regulatory forbearance) cannot be higher than 'ccc+'. We are
therefore revising downward Bankia's SACP to 'ccc+' from 'b+',"
S&P said.

"The downward revision of Bankia's SACP has a direct implication
on our issue ratings on the bank's nondeferrable subordinated
debt, because the issue ratings are notched down from the SACP.
Following the rating action, our 'CCC-' rating on Bankia's
nondeferrable subordinated debt stands two notches below the
bank's SACP. In turn, our 'CC' rating on BFA's nondeferrable
subordinated debt now stands one notch below the rating that we
would assign to a similar instrument issued by the group's core
operating entity," S&P said.

"Our long-term ratings on both banks remain on CreditWatch
negative as we are still reviewing the group's restructuring
plan. In line with our criteria for rating nonoperating holding
companies, we analyze Bankia and its controlling holding company
BFA on a consolidated basis, using BFA's consolidated financial
information. We consider Bankia to be the group's 'core'
operating entity, as our criteria define this term. We rate BFA
three notches below Bankia to reflect the structural
subordination of BFA's creditors toward those of Bankia and BFA's
high double leverage," S&P said.

"We expect to resolve the CreditWatch within the next six weeks,"
S&P said.

"We could lower our ratings on Bankia and BFA if we conclude that
the benefits of Bankia receiving capital support from the state
in the short term are not sufficient to trigger a revision of
Bankia's SACP to 'bb'," S&P said.  The ratings agency said this
could happen if:

- The amount of capital to be injected by the state is not
   sufficient to improve Bankia's capital and earnings to a
   level we consider at least commensurate with our 'moderate'
   assessment;

- S&P were to conclude that the new management team will not
   successfully implement a plan to turnaround the institution,
   the franchise is severely damaged by the financial stress
   that the bank is currently suffering, or the institution is
   required to downsize its operations significantly and loses
   its current strong market position, leading S&P to revise
   downward its 'adequate' assessment of Bankia's business
   position;

- S&P were to believe that the group's asset quality would
   underperform its expectations this year and next, and
   therefore revised downward the ratings agency's 'moderate'
   assessment of Bankia's risk position; and

- Pressures on funding and liquidity intensify.

"In addition, if we downgrade the Kingdom of Spain
(BBB+/Negative/A-2), we could also take a negative rating action
on Bankia (and therefore on BFA), given that it benefits from
government support," S&P said.

"Conversely, we could affirm the ratings if, following our review
of Bankia's restructuring plan, we conclude that we should revise
our assessment of Bankia's SACP to 'bb' from 'ccc+'," S&P said.


MAPFRE SA: Fitch Cuts Rating on EUR700-Mil. Sub. Debt to 'BB-'
--------------------------------------------------------------
Fitch Ratings has downgraded Mapfre SA's Issuer Default Rating
(IDR) to 'BBB-' from 'BBB+' and its core operating subsidiaries'
Insurer Financial Strength (IFS) rating to 'BBB' from 'A'.  The
Outlook for the ratings is Negative.

The rating actions follow the downgrade of Spain's Long-term IDR
to 'BBB' from 'A'.

Fitch believes that Mapfre's ratings are closely linked to
Spain's creditworthiness, primarily through its direct holdings
of EUR9.2bn of Spanish sovereign bonds and the fact that Mapfre
sources the majority of the group earnings from Spain (around 55%
at end-Q112).  This is despite Mapfre's ongoing positive and
increasing earnings diversification in Latin America and the US.

Nonetheless, Fitch believes that Mapfre's credit fundamentals are
relatively robust.  Mapfre's capital position, as measured by
Fitch, is robust (net premium written to equity equalling 1.8x at
end-2011), fixed-charge coverage is high (20x), underwriting
performance is strong (average 5Y combined ratio at 94.4%) and
refinancing risk is moderate.  This is partially offset by a
Fitch-calculated 27% financial leverage ratio, and by the quality
of capital being negatively affected by the amount of goodwill
and commercial real estate on balance sheet.

As a result, Fitch views Mapfre's IFS ratings as capped by
Spain's Long-term IDR of 'BBB' and Mapfre SA's Long-term IDR is
one notch below the operating entities' IFS rating (it would be
two notches according to standard notching).

Mapfre's ratings would likely be further downgraded if the
Spanish sovereign rating was further downgraded.

The ratings could also be downgraded if the exposure to the
Spanish insurance market or sovereign debt resulted in
underwriting or investment losses beyond Fitch's current
expectations.  However, Fitch notes FY11 and Q112 results have
shown little evidence of such deterioration.

Conversely, Mapfre's Outlook could be revised to Stable if the
Outlook on the Spanish sovereign rating was revised to Stable.

The rating actions are as follows:

Mapfre Familiar
Mapfre Global Risks Cia De Seguros Y Reaseguos
Mapfre Vida SA De Seguros Y Reaseguros

  -- IFS downgraded to 'BBB' from 'A'; Outlook Negative

Mapfre Re Compania De Reaseguros S.A

  -- IFS downgraded to 'BBB' from 'A-'; Outlook Negative

Mapfre SA

  -- Long-term IDR downgraded to 'BBB-' from ' BBB+'; Outlook
     Negative

  -- EUR700 million 5.91% subordinated debt due 2037 with step-up
     in 2017 downgraded to 'BB-' from 'BB+'



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


SAAB AUTOMOBILE: Brand Name Use Poses Last Major Hurdle to Sale
---------------------------------------------------------------
Ola Kinnander at Bloomberg News reports that the right to use the
Saab brand name is the last major hurdle in the sale of bankrupt
Saab Automobile to a group led by a Japanese investment firm and
a Chinese energy company.

According to Bloomberg, two people familiar with the situation
said that the bankruptcy administrators leading the disposal of
the Swedish carmaker are trying to secure the right to use the
Saab name and logo from defense company Saab AB and truckmaker
Scania AB on behalf of the Chinese-Japanese group.

Saab AB, Saab Auto and Scania, once a single company, own the
brand name together and must approve of its transfer to a new
party, Bloomberg discloses.

"Regardless of who buys Saab Automobile, we need significant
information about the plans that any potential new owner may have
as it's crucial that the brand name is taken care of properly,"
Bloomberg quotes Erik Ljungberg, Scania's spokesman, as saying.
"We've gotten some information, but some is still lacking."
Scania has met with representatives of the consortium to discuss
the brand issue, Mr. Ljungberg, as cited by Bloomberg, said,
declining to say whether it has also met with other bidders.

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
===========================


ALBA 2005-1: S&P Affirms 'B' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on the notes issued in ALBA 2005-1 PLC, ALBA 2006-1 PLC,
ALBA 2006-2 PLC, and ALBA 2007-1 PLC.

Specifically, S&P has:

- affirmed and removed from CreditWatch negative its ratings
   on all classes of notes in ALBA 2005-1;

- affirmed and removed from CreditWatch negative its ratings on
   ALBA 2006-1's class A3a, A3b, and E notes and lowered and
   removed from CreditWatch negative its ratings on the class B,
   C, and D notes;

- raised and removed from CreditWatch negative its ratings on
   ALBA 2006-2's class A3a and A3b notes and lowered and removed
   from CreditWatch negative its ratings on the class B, C, D,
   and E notes, and affirmed its rating on the F notes;

- raised and removed from CreditWatch negative its ratings on
   ALBA 2007-1's class A2 and A3 notes and affirmed and removed
   from CreditWatch negative its ratings on the class B, C, D,
   and E notes.

"On Dec. 12, 2011, we placed on CreditWatch negative our ratings
on various classes of notes in all four issuances. These rating
actions followed the implementation of our 2011 U.K. residential
mortgage-backed securities (RMBS) criteria. The rating actions
follow our credit and cash flow analysis of the most recent
transaction information that we have received for the March
2012 interest payment date. Our analysis reflects our 2011 U.K.
RMBS criteria and our 2012 counterparty criteria," S&P said.

"Our updated credit adjustments have given rise to a higher
weighted-average foreclosure frequency and higher weighted-
average loss severity at each rating level--the combined impact
is an overall increase in the required credit enhancement for all
classes of notes," S&P said.

"In all transactions, the documented required short-term rating
for a bank account provider is 'A-1+'. We understand that,
following the downgrade of the bank account provider Barclays
Bank PLC to 'A-1', the relevant transaction parties are amending
documentation to be in line with our 2012 counterparty criteria
for ALBA 2005-1, 2006-1, and 2007-1. Failure to remedy the
downgrade of Barclays Bank could result in future rating
actions," S&P said.

"For ALBA 2005-1, the increase in credit enhancement due to the
notes deleveraging is sufficient to maintain the current ratings.
As such, we have affirmed and removed from CreditWatch negative
our ratings on all classes of notes," S&P said.

"In ALBA 2006-1, we have affirmed and removed from CreditWatch
negative our ratings on the senior notes and class E notes. We
have lowered and removed from CreditWatch negative our ratings on
the class B, C, and D notes following the application of our 2011
U.K. RMBS criteria as the level of available credit enhancement
to these notes is not sufficient to maintain the current ratings,
in our view," S&P said.

"In ALBA 2006-2, we have raised and removed from CreditWatch
negative our ratings on the class A3a and A3b notes. We have been
notified that the liquidity facility has now drawn down. Under
our 2012 counterparty criteria, the ratings on these notes were
capped at the issuer credit rating (ICR) on the liquidity
facility provider (Danske Bank A/S; A-/Stable/A-2) and on the
guaranteed investment contract (GIC) provider, Barclays Bank
(A+/Stable/A-1). However, following the draw down of the
liquidity facility, the ratings on these notes are no longer
capped to the ICR on the liquidity facility provider, but are
capped at the rating on the GIC provider (Barclays Bank). As
such, we have raised to 'A+ (sf)' from 'A (sf)' and removed from
CreditWatch negative our ratings on these classes of notes. We
have lowered and removed from CreditWatch negative our ratings on
the class B, C, D, and E notes following the application of our
2011 U.K. RMBS criteria as the level of available credit
enhancement to these notes is not sufficient to maintain the
current ratings. Additionally, we have affirmed our 'B- (sf)'
rating on the class F notes," S&P said.

"In ALBA 2007-1, we have raised to 'AAA (sf)' from 'AA- (sf)' and
removed from CreditWatch negative our ratings on the class A2 and
A3 notes as the issuer is amending the transaction documentation
to be in line with our 2012 counterparty criteria. At the same
time, we have affirmed and removed from CreditWatch negative our
ratings on all other classes of notes in this transaction," S&P
said.

                         CREDIT STABILITY

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

ALBA 2005-1, ALBA 2006-1, ALBA 2006-2, and ALBA 2007-1 are U.K.
nonconforming RMBS transactions.

              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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                      Rating
                  To                 From

ALBA 2005-1 PLC
GBP301 Million Mortgage-Backed Floating-Rate Notes

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

A3             AAA (sf)           AAA (sf)/Watch Neg
B              A+ (sf)            A+ (sf)/Watch Neg
C              BBB- (sf)          BBB- (sf)/Watch Neg
D              BB (sf)            BB (sf)/Watch Neg
E              B (sf)             B (sf)/Watch Neg

ALBA 2006-1 PLC
GBP556.25 Million Mortgage-Backed Floating-Rate Notes Due 2037

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

A3a            AAA (sf)           AAA (sf)/Watch Neg
A3b            AAA (sf)           AAA (sf)/Watch Neg
E              B (sf)             B (sf)/Watch Neg

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

B              A+ (sf)            AA+ (sf)/Watch Neg
C              BBB+ (sf)          A (sf)/Watch Neg
D              BB (sf)            A- (sf)/Watch Neg

ALBA 2006-2 PLC
EUR110 Million and GBP466.641 Million Mortgage-Backed Floating-
Rate Notes

RATINGS RAISED AND REMOVED FROM CREDITWATCH NEGATIVE

A3a            A+ (sf)            A (sf)/Watch Neg
A3b            A+ (sf)            A (sf)/Watch Neg

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

B              A- (sf)            A (sf)/Watch Neg
C              BBB- (sf)          A- (sf)/Watch Neg
D              BB (sf)            BBB- (sf)/Watch Neg
E              B (sf)             BB- (sf)/Watch Neg

RATING AFFIRMED

F              B- (sf)

ALBA 2007-1 PLC
GBP841 Million and EUR190 Million Mortgage-Backed Floating-Rate
Notes

RATINGS RAISED AND REMOVED FROM CREDITWATCH NEGATIVE

A2            AAA (sf)            AA- (sf)/Watch Neg
A3            AAA (sf)            AA- (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

B              A- (sf)            A- (sf)/Watch Neg
C              BBB (sf)           BBB(sf)/Watch Neg
D              BB- (sf)           BB- (sf)/Watch Neg
E              B (sf)             B (sf)/Watch Neg


ASTERAND: May Go Into Administration if Stemgent Deal Fails
-----------------------------------------------------------
BusinessWeekly reports that Cambridge UK life sciences company
Asterand has entered into a conditional agreement to dispose of
its human tissue business to two wholly owned subsidiaries of
stem cell pioneer Stemgent, Inc. for US$9 million (GBP5.784
million).  The US$9 million deal is subject to certain
adjustments but hinges on shareholder approval, the report cites.

If shareholders don't back the deal, Asterand said it may have to
be placed immediately into administration, according to
BusinessWeekly.

BusinessWeekly says that Asterand has been supplying stockholders
with a date and details of a general meeting where the life-or-
death deal is on the line.

Asterand, according to the report, said the net cash proceeds of
the disposal -- around US$7.6 million -- would be used to pay
down in full the company's secured debt of US$9,039 million.

In a statement obtained by the news agency, the Company's board
also said it is considering quitting the London Stock Exchange.

Asterand has had a gun to its head since two debtors, including
Silicon Valley Bank, issued default notices on secured debt,
BusinessWeekly notes.

Basied in Cambridge, Massachusetts, Stemgent works alongside stem
cell scientists in developing innovative technology and
application solutions that provide researchers the tools to
investigate and understand cellular reprogramming.

Asterand is a Cambridge UK life sciences company.


BRIDGEGATE TYRES: Owners Save Barnard Castle Business
-----------------------------------------------------
Teesdale Mercury reports that Bridgegate Tyres has gone into
administration, but the family has managed to save the business
in Barnard Castle.

The company collapsed last month due to the economic situation,
according to Teesdale Mercury.

The report notes that Alan Bowman, business owner and grandson of
the founder, has now set up a new firm called Bowman Tyre and
Auto.  Teesdale Mercury relates that the premises at Barnard
Castle and Wolsingham are running under this name.  Jobs at the
two locations have also been saved, with the assets being bought
back, the report relays.

However, the report notes that three branches elsewhere have been
lost, along with about 15 to 20 jobs.

"We're a much smaller operation now, but the branches at Barnard
Castle and Wolsingham are fully functioning, just as before . . .
.  It's still a family firm and we've gone back to the family
name," the report quoted Mr. Bowman as saying.

Last year, the report recalls that Bridgegate Tyres announced a
plan to move to an industrial estate.  The report discloses that
Mr. Bowman said this idea has now been put on hold.

Bridgegate Tyres had supplied tyres, batteries and exhausts to
the residents and businesses of the dales for the past 50 years
after it was founded by John Watson in 1971.  The firm operated
five sites, including Bridgegate, in Barnard Castle.


ELLI INVESTMENTS: S&P Assigns Prelim. 'B-' LT Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' preliminary
long-term corporate credit rating to Elli Investments Ltd., the
parent company of U.K.-based health care group Four Seasons
Healthcare (Jersey) Holdings Ltd. (FSHC). The outlook is stable.

"At the same time, we assigned our 'BB-' preliminary issue rating
to the GBP40 million super senior revolving credit facility (RCF)
issued by Elli Finance (UK) PLC. The preliminary recovery rating
on the RCF is '1+', indicating our expectation of full (100%)
recovery in the event of a payment default," S&P said.

"In addition, we assigned our 'B+' preliminary issue rating to
the proposed GBP350 million senior secured notes to be issued by
Elli Finance (UK). The preliminary recovery rating on the senior
secured notes is '1', indicating our expectation of very high
(90%-100%) recovery in the event of a payment default," S&P said.

"Finally, we assigned our 'B-' preliminary issue rating to the
proposed GBP175 million senior unsecured notes to be issued by
Elli Investments. The preliminary recovery rating on the senior
unsecured notes is '4', indicating our expectation of average
(30%-50%) recovery in the event of a payment default," S&P said.

"The final ratings will be subject to the successful closing of
the proposed transaction and will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings. If Standard & Poor's does not
receive the final documentation within a reasonable time frame,
or if the final documentation departs from the materials we have
already reviewed, we reserve the right to withdraw or revise our
ratings," S&P said.

"The rating reflects our view of FSHC's relatively aggressive
capital structure following the proposed leveraged buyout by
private equity group Terra Firma. The buyout was announced in
April 2012 and is due to be completed no later than September
2012," S&P said.

"We assess FSHC's financial risk profile as 'highly leveraged'
under our criteria. Based on the proposed capital structure after
the buyout, we estimate that FSHC's Standard & Poor's-adjusted
net debt-to-EBITDA ratio will be about 8.5x by Dec. 31, 2012. Our
estimate includes financial debt of GBP525 million; GBP219
million in the form of a shareholder loan; and about GBP510
million of obligations under operating leases," S&P said.

"Due to FSHC's long debt maturity profile, any future improvement
in leverage is likely to result from higher profitability rather
than from any reduction in debt, thereby leading to a relatively
high cost of funding. This could, in our view, potentially
compromise FSHC's operating flexibility," S&P said.

"We estimate that FSHC will achieve Standard & Poor's-adjusted
EBITDA of at least GBP140 million in 2012 and 2013. This will
cover by 1.8x annual cash interest payments of about GBP47
million and an operating lease interest adjustment of about GBP40
million, supported by positive free operating cash flow (FOCF),"
S&P said.

"In the currently uncertain economic environment, we view the
integration and required improvements in the profitability of
assets that FSHC took over from care home provider Southern Cross
Healthcare (Southern Cross) in November 2011 as posing
operational and financial risks for FSHC. These risks are
especially prevalent in the context of what we view as the
company's highly leveraged
cost structure," S&P said.

"In our view, FSHC will sustain broadly positive underlying
revenue growth over the next 12 months. We assume that the
company will maintain its operating performance, despite the
potentially negative effect of the U.K. government's public
spending cuts and the integration of the less profitable Southern
Cross business," S&P said.

"Moreover, to maintain the rating, we believe that the company
should be able to generate at least neutral FOCF in 2012,
becoming positive from 2013, while not expanding its borrowing
base. We view adjusted EBITDA interest coverage of more than 1.5x
and cash balances of at least GBP20 million as commensurate with
the 'B-' rating," S&P said.

"We could take a negative rating action if adjusted debt to
EBITDA interest coverage drops to less than 1.5x, or if FSHC is
unable to generate positive FOCF from 2013. Such deterioration
could arise from either adverse trading conditions, higher
capital investments than we estimate, or from further debt-
financed acquisitions," S&P said.

"We would likely take a positive rating action if the company
successfully integrates Southern Cross into its group operations,
delivers improvements in operating efficiencies and cash flow
generation, and demonstrates an ability to maintain EBITDA cash
interest coverage of more than 2x," S&P said.


FARRINGDON MORTGAGES: S&P Cuts Rating on Class B2a Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
Farringdon Mortgages No. 1 PLC's notes.

"Our analysis reflects our December 2011 U.K. residential
mortgage-backed securities (RMBS) criteria," S&P said.

"On Dec. 12, 2011, we placed on CreditWatch negative our ratings
on all classes of notes in Farringdon Mortgages No. 1 following
the implementation of our 2011 U.K. RMBS criteria," S&P said.

Farringdon Mortgages No. 1 is a U.K. nonconforming RMBS
transaction originated by Rooftop Mortgages Ltd., with 76% of the
borrowers classified as 'self-certified'.

"Total delinquencies have increased over the past year, to 28.18%
from 26.58%. Credit enhancement has increased for all rating
levels due to deleveraging of the pool and the reserve fund
continues to top up toward its target level since the transaction
closed in 2005. The reserve fund was initially funded at 23% of
its target level and is currently at 55%. The current weighted-
average margin on the loans is 4.61%; however, due to high fixed
fees, the reserve fund is only building up slowly, and there was
a small draw in the previous quarter. The transaction is
currently paying down sequentially and will continue to do so for
at least 12 more months due to this reserve draw," S&P said.

"Our updated credit adjustments give rise to lower weighted-
average foreclosure frequencies (WAFF) and higher weighted-
average loss severities (WALS) at each rating level compared with
our output when our last rating action took place in September
2009. The combined impact is an overall increase in the required
credit enhancement," S&P said.

"As there are only 149 loans remaining in the pool, we have
applied an additional sensitivity analysis to address the risk of
the better-performing loans prepaying, which would result in a
remaining pool of the worst-performing loans," S&P said.

"The class M2a and B1a notes have sufficient levels of credit
enhancement to offset the increase in required credit coverage
and pass our cash flow scenarios at a higher rating level. We
have therefore affirmed the rating on the class M2a notes and
raised the rating on the class B1a notes, and removed both
ratings from CreditWatch negative," S&P said.

"The increase in available credit enhancement for the class B2a
notes is insufficient to cover the increase in required credit
enhancement, and we have therefore lowered and removed from
CreditWatch negative our rating on the class B2a notes," S&P
said.

"The bank account and liquidity facility documents are compliant
with our 2012 counterparty criteria, although we downgraded
Danske Bank A/S (A-/Stable/A-2), which is the counterparty, on
May 30, 2012, to a long-term rating of 'A-'. The counterparty is
still within the remedy period following that downgrade, and we
may reassess the counterparty risk at the end of the remedy
period," S&P said.

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for time horizons of one year and three years, under moderate
stress conditions, are in line with our Credit Stability
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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                Rating
             To                   From

Farringdon Mortgages No. 1 PLC
GBP125 Million Mortgage-Backed Floating-Rate Notes

Rating Affirmed and Removed From CreditWatch Negative

M2a          AA (sf)              AA (sf)/Watch Neg

Rating Raised and Removed From CreditWatch Negative

B1a          A- (sf)              BBB+ (sf)/Watch Neg

Ratings Lowered and Removed From CreditWatch Negative

B2a          B- (sf)              BB (sf)/Watch Neg


GREAT HALL NO. 1: S&P Lowers Rating on Class Ea Notes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Great Hall Mortgages No. 1 PLC's series 2006-1 (GHM
06-1), 2007-1 (GHM 07-1), and 2007-2 (GHM 07-2).

GHM 06-1, GHM 07-1, and GHM 07-2 are U.K. nonconforming
residential mortgage-backed securities (RMBS) transactions
originated by Platform Funding Ltd.

"On Dec. 12, 2011, following the implementation of our 2011 U.K.
RMBS criteria, we placed on CreditWatch negative our ratings on
all classes of notes that were rated higher than 'B- (sf)' in
these transactions at that time. The rating actions resolve these
CreditWatch negative placements. They reflect the application of
our 2011 U.K. RMBS criteria. Additionally, we have applied our
2012 counterparty criteria, given our May 30, 2012 downgrade of
Danske Bank A/S (A-/Stable/A-2)," S&P said.

                    CREDIT AND CASH FLOW ANALYSIS

"The amortization of the pool has increased the available credit
enhancement for all rating levels in the three transactions. Each
transaction is currently paying sequentially. For GHM 06-1, this
is due to a breach of the documented cumulative foreclosure
trigger of 5.00% (the current level is 5.40%). For GHM 07-1 and
GHM 07-2, it's due to breaches of the documented pro rata
triggers for cumulative losses of 1.5% (the current levels are
1.94% in GHM 07-1 and 2.22% in GHM 07-2)," S&P said.

"In each transaction, our updated credit adjustments, after
applying our 2011 U.K. RMBS criteria, have led to a higher
weighted-average foreclosure frequency and weighted-average loss
severity at each rating level. Overall, these factors have led to
an increase in the level of credit enhancement required under our
criteria for the notes at each rating level," S&P said.

                          COUNTERPARTIES

"In each transaction, the replacement language in the guaranteed
investment contract (GIC) documentation is not in line with our
2012 counterparty criteria. As such, our ratings on all of the
notes are capped at our long-term issuer credit rating (ICR) on
the GIC provider--in all three instances, Danske Bank," S&P said.

"The liquidity facility (also provided by Danske Bank) is also
not in line with these criteria, due to a breach of the
documented replacement trigger after we lowered our short-term
rating on Danske Bank to below 'A-1'. The language in the swap
documentation is also not in line with our 2012 counterparty
criteria," S&P said.

                            GHM 06-1

"Total delinquencies have declined in the past year (since our
previous review of the transaction in March 2011) to 11.66% from
13.09%. As in the other two transactions affected by 's rating
actions, this decline has mainly resulted from a 2.17% decrease
in 90-plus day arrears, although 60-to-90 day arrears have
increased in that period to 2.32% from 1.54%," S&P said.

"We have lowered to 'A- (sf)' and removed from CreditWatch
negative our ratings on the class A2 and B notes, and affirmed
and removed from CreditWatch negative our 'A- (sf)' ratings on
the class C notes, as all of these ratings are capped by our
long-term ICR on Danske Bank," S&P said.

"We have affirmed and removed from CreditWatch negative our 'BBB-
(sf)' ratings on the class D notes, based on our credit and cash
flow analysis," S&P said.

"The credit enhancement levels available to the class E notes did
not increase sufficiently to mitigate the increase in required
credit coverage at their previous 'B (sf)' rating level.
Accordingly, we have lowered to 'B- (sf)' our rating on this
class of notes. This new rating level reflects our view that this
class of notes is unlikely to default in the next year," S&P
said.

                           GHM 07-1

"Total delinquencies have declined in the past year to 10.27%
from 11.60%. As in the other two transactions affected by 's
rating actions, this decline has mainly resulted from the
decrease in 90-plus day arrears (by 1.80%), although 30-to-60 day
and 60-to-90 day arrears have increased slightly in the same
period by 0.25% and 0.22%," S&P said.

"We have lowered by one notch to 'A- (sf)' and removed from
CreditWatch negative our ratings on the class A2 and B notes, as
they are capped by our long-term ICR on Danske Bank," S&P said.

"We have raised by one notch to 'A- (sf)' and removed from
CreditWatch negative our ratings on the class C notes, which now
pass our cash flow scenarios at higher rating levels than we
previously assigned," S&P said.

"We have affirmed and removed from CreditWatch negative our 'BB+
(sf)' ratings on the class D notes, based on our credit and cash
flow analysis," S&P said.

"We have affirmed our 'B- (sf)' rating on the class E notes
because we do not expect them to default in the next year," S&P
said.

                             GHM 07-2

"Total delinquencies have declined in the past year to 11.57%
from 12.82%. As in the other two transactions affected by 's
rating actions, this decline has mainly resulted from the
decrease in 90-plus day arrears (by 2.42%), although 60-to-90 day
arrears have increased slightly in the same period by 0.67%," S&P
said.

"We have lowered by one notch to 'A- (sf)' and removed from
CreditWatch negative our ratings on the class A and B notes, as
they are capped by our long-term ICR on Danske Bank," S&P said.

"We have raised by one notch to 'BBB (sf)' and removed from
CreditWatch negative our ratings on the class C notes, to reflect
our view that credit enhancement levels available to these
classes of notes have increased sufficiently to mitigate the
increase in required credit coverage at higher rating levels,"
S&P said.

"We have affirmed and removed from CreditWatch negative our
ratings on the class D notes, to reflect our view that credit
enhancement levels available to these classes of notes have
increased sufficiently to mitigate the increase in required
credit coverage at their current 'BB- (sf)' rating levels," S&P
said.

"We have affirmed our 'B- (sf)' ratings on the class E notes
because we do not expect them to default in the next year," S&P
said.

                         CREDIT STABILITY

"According to our credit stability analysis, the maximum
projected deterioration we would expect at each rating level for
time horizons of one year and three years, under moderate stress
conditions, is in line with our 2010 credit stability 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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class               Rating
            To                    From

Great Hall Mortgages No. 1 PLC (Series 2006-1)
EUR280 Million and GBP275.2 Million Mortgage-Backed Floating-Rate
Notes

Ratings Lowered and Removed From CreditWatch Negative

A2a         A- (sf)               A (sf)/Watch Neg
A2b         A- (sf)               A (sf)/Watch Neg
Ba          A- (sf)               A (sf)/Watch Neg
Bb          A- (sf)               A (sf)/Watch Neg
Ea          B- (sf)               B (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

Ca          A- (sf)               A- (sf)/Watch Neg
Cb          A- (sf)               A- (sf)/Watch Neg
Da          BBB- (sf)             BBB- (sf)/Watch Neg
Db          BBB- (sf)             BBB- (sf)/Watch Neg

Great Hall Mortgages No. 1 PLC (Series 2007-1)
EUR646.9 Million and GBP413.6 Million Mortgage-Backed
Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

A2a         A- (sf)               A (sf)/Watch Neg
A2b         A- (sf)               A (sf)/Watch Neg
Ba          A- (sf)               A (sf)/Watch Neg
Bb          A- (sf)               A (sf)/Watch Neg

Ratings Raised and Removed From CreditWatch Negative

Ca          A- (sf)               BBB+ (sf)/Watch Neg
Cb          A- (sf)               BBB+ (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

Da          BB+ (sf)              BB+ (sf)/Watch Neg
Db          BB+ (sf)              BB+ (sf)/Watch Neg

Rating Affirmed

Ea          B- (sf)

Great Hall Mortgages No. 1 PLC (Series 2007-2)
EUR110.1 Million, GBP372.5 million, And US$600 Million
Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

Aa          A- (sf)               A (sf)/Watch Neg
Ab          A- (sf)               A (sf)/Watch Neg
Ac          A- (sf)               A (sf)/Watch Neg
Ba          A- (sf)               A (sf)/Watch Neg

Ratings Raised and Removed From CreditWatch Negative

Ca          BBB (sf)              BBB- (sf)/Watch Neg
Cb          BBB (sf)              BBB- (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

Da          BB- (sf)              BB- (sf)/Watch Neg
Db          BB- (sf)              BB- (sf)/Watch Neg

Ratings Affirmed

Ea          B- (sf)
Eb          B- (sf)


LANDMARK MORTGAGE NO. 1: S&P Raises Ratings on 2 Classes to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Landmark Mortgage Securities No.1 PLC and in Landmark
Mortgage Securities No. 2 PLC.

"The rating actions follow the application of our December 2011
U.K. residential mortgage-backed securities (RMBS) criteria and
our 2012 counterparty criteria. On Dec. 12, 2011, we placed the
notes on CreditWatch negative following the implementation of our
2011 U.K. criteria," S&P said.

                   CREDIT AND CASH FLOW ANALYSIS

"In our opinion, the collateral pools for both transactions have
exhibited relatively stable performance in recent periods.
Arrears of more than 90 days for Landmark No. 1 and Landmark No.
2 are currently stable at 25.10% and 23.95%. Cumulative losses
are also stable at 3.36% for Landmark No. 1, and 5.74% for
Landmark No. 2," S&P said.

"Both transactions are currently paying sequentially and have a
90+ day delinquency pro rata trigger of 20%. However, given the
proximity of the current 90+ day delinquency level to the pro
rata trigger, we have considered the possibility of this
transaction paying pro rata at a point in the future based on
historical arrears movements. We have factored this into our cash
flow analysis," S&P said.

"The application of our 2011 U.K. RMBS criteria results in a
higher weighted-average foreclosure frequency and a higher
weighted-average loss severity for both transactions. This has
led to an overall increase in the required credit coverage for
both transactions," S&P said.

"As a more seasoned transaction, the credit enhancement levels
for Landmark No. 1's class B and C notes have increased
significantly to more than offset the increase in required credit
enhancement under our criteria. As a result, these notes are able
to pass our updated cash flow stresses at higher rating levels.
By contrast, this has not been the case for Landmark No. 2's
class B and C notes, where credit enhancement levels have been
unable to accumulate to levels that pass our updated cash flow
stresses at their current ratings. We have therefore raised and
removed from CreditWatch negative our ratings on Landmark No. 1's
class B and C notes. We lowered and removed from CreditWatch
negative our ratings on Landmark No. 2's class B notes, and
affirmed and removed from CreditWatch negative our rating on the
class C notes," S&P said.

"For the class D notes in both transactions, we have affirmed the
ratings at their current levels based on our credit and cash flow
analysis and our view that these classes of notes are unlikely to
default within the next 12 months," S&P said.

                APPLICATION OF COUNTERPARTY CRITERIA

"In both transactions, the class A notes are able to pass our
updated cash flow stresses at higher rating levels. However, we
do not view the swap counterparty documentation to be in line
with our 2010 counterparty criteria. As such, the highest
potential rating in each transaction is the issuer credit rating
on Barclays Bank PLC (A+/Stable/A-1), plus one notch. These notes
are no longer on CreditWatch negative due to the application of
our 2011 U.K. RMBS criteria, but remain on CreditWatch negative
for counterparty-related reasons," S&P said.

                        CREDIT STABILITY

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions, are in line with our Credit Stability
Criteria," S&P said.

Landmark Mortgage Securities No. 1 and No. 2 are U.K.
nonconforming RMBS transactions, with mortgages originated by
Amber Homeloans Ltd., Infinity Mortgages Ltd., and Unity
Homeloans Ltd.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The 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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                 Rating
           To                    From

Landmark Mortgage Securities No. 1
EUR105.2, GBP127.1 Million Mortgage-Backed Floating-Rate Notes

Ratings Raised and Removed From CreditWatch Negative

B          A+ (sf)               A- (sf)/Watch Neg
Ca         BB+ (sf)              BB (sf)/Watch Neg
Cc         BB+ (sf)              BB (sf)/Watch Neg

Rating Affirmed and Removed From CreditWatch Negative

D          B (sf)                B (sf)/Watch Neg

Ratings Remaining On CreditWatch Negative[1]

Aa         AA- (sf)/Watch Neg    AA- (sf)/Watch Neg
Ac         AA- (sf)/Watch Neg    AA- (sf)/Watch Neg

[1]These ratings are no longer on CreditWatch negative for credit
reasons, but they remain on CreditWatch negative for counterparty
reasons.

Landmark Mortgage Securities No. 2
EUR51.5 Million, GBP322.645 Million Mortgage-Backed Floating-Rate
Notes

Ratings Lowered and Removed From CreditWatch Negative

Ba         BB (sf)               BBB- (sf)/Watch Neg
Bc         BB (sf)               BBB- (sf)/Watch Neg

Rating Affirmed And Removed From CreditWatch Negative

C          B (sf)                B+ (sf)/Watch Neg

Rating Affirmed

D          B- (sf)               B- (sf)

Ratings Remaining On CreditWatch Negative[1]

Aa         AA- (sf) /Watch Neg   AA- (sf)/Watch Neg
Ac         AA- (sf) /Watch Neg   AA- (sf)/Watch Neg

[1]These ratings are no longer on CreditWatch negative for credit
   reasons, but they remain on CreditWatch negative for
   counterparty reasons.


LUDGATE FUNDING 2007-FF1: S&P Lowers Ratings on 3 Classes to 'B-'
----------------------------------------------------------------
Standard & Poor's Rating Services took various rating actions on
Ludgate Funding PLC's series 2006-FF1, 2007-FF1, and 2008-W1
mortgage-backed floating-rate notes.

"The rating actions follow our updated credit and cash flow
analysis of the most recent transaction information that we have
received. Our analysis incorporates the application of our U.K.
residential mortgage-backed securities (RMBS) criteria," S&P
said.

"On Dec. 12, 2011, we placed all of the classes of notes in all
three series that we rate above 'B-' on CreditWatch negative,"
S&P said.

                    LUDGATE FUNDING 2006-FF1

"In Ludgate Funding series 2006-FF1 (Ludgate 2006-1), our updated
credit adjustments have increased our required credit enhancement
at each rating level. This is because our regional market-value
decline assumptions are higher, which has led to an increase in
our weighted-average loss severities (WALS)," S&P said.

"The collateral performance has been stable, and cumulative
losses are lower than other peer transactions. Prepayments remain
low, so we expect the level of credit enhancement to increase
slowly. The reserve fund remains below its required amount, but
has been topping-up in recent quarters. Previous reserve fund
draws and missed interest payments on the class E notes were due
to losses and the interest rate mismatch between the bank base
rate paid by the borrowers and the LIBOR paid on the notes. We
have stressed this mismatch as part of our cash flow analysis,"
S&P said.

"The transaction is currently paying sequentially, but if the
reserve fund reaches its required amount, the deal will pay pro
rata. This means that credit enhancement will increase more
slowly for the senior classes of notes. We have factored this
feature into our analysis," S&P said.

"Barclays Bank PLC (A+/Stable/A-1) acts as the liquidity facility
provider and guaranteed investment contract account in this
transaction. Under our 2012 counterparty criteria, when the
short-term rating on the counterparty is lowered below 'A-1+',
the transaction documents outline remedies of either a
replacement, or a 'draw to cash' for the liquidity facility," S&P
said. Because the issuer has not implemented a remedy within the
specified timeframe, we cannot rely on this replacement
framework. Our criteria therefore caps the maximum potential
rating that we can assign to this transaction at the issuer
credit rating (ICR) on Barclays Bank, which is 'A+'. We have
therefore lowered and removed from CreditWatch negative our
ratings on the class A2a and A2b notes accordingly," S&P said.

"The credit enhancement for the class Ba, Bb, and C notes has
increased enough to offset the increase in the credit enhancement
required at each rating level. These notes are able to pass our
cash flow stresses at a higher rating level, and we have
therefore raised and removed from CreditWatch negative our
ratings on these notes," S&P said.

"Our ratings on the class D and S notes are commensurate with the
results of our cash flow analysis. We have therefore affirmed and
removed from CreditWatch negative our rating on the class D
notes, and affirmed our rating on the class S notes," S&P said.

"We lowered our rating on the class E notes to 'D' in September
2009, following missed payments of timely interest. However, with
the reserve fund currently topping up, the notes have received
all interest due. We do not expect any further missed interest
payments in the near term, in our opinion; we have therefore
raised to 'B- (sf)' our rating on this class of notes," S&P said.

Ludgate 2006-1 is a U.K. nonconforming RMBS transaction
securitizing loans originated by Wave Ltd. (previously Freedom
Funding) that closed in November 2006. About 51% of the current
portfolio comprises buy-to-let (BTL) loans.

                      LUDGATE FUNDING 2007-FF1

"In Ludgate Funding series 2007-FF1 (Ludgate 2007-1), our updated
credit adjustments have decreased the required credit enhancement
at rating levels above 'B'. Our WALS have increased due to our
higher regional market-value decline assumptions. However, our
weighted-average foreclosure frequency (WAFF) has decreased.
Under our 2011 U.K. RMBS criteria, we use the original loan-to-
value (LTV) ratio in applying the LTV adjustment factor. This
differs compared with our previous criteria, where we used the
indexed current LTV ratio. For the current portfolio, our WAFF
has decreased because the original LTV ratio is lower than the
indexed current LTV ratio," S&P said.

"The transaction's collateral performance has been stable, but
cumulative losses continue to increase. Prepayments remain low,
so we expect credit enhancement to increase slowly. The reserve
fund is at its required amount, and the transaction has generated
excess spread for the past seven quarters," S&P said.

"The class A1a, A1b, and A1c notes have a note factor of 11%, and
we expect these notes to be paid in full within 18 months. As
such, we have raised to 'AAA (sf)' and removed from CreditWatch
negative our ratings on these notes," S&P said.

"In this transaction, Lloyds TSB Bank PLC (A/Stable/A-1) acts as
liquidity facility provider. As per the transaction documents,
the remedy language that applies when the counterparty's short-
term rating is below 'A-1' does not comply with our counterparty
criteria. In our previous review of this transaction, the class
A2a and A2b notes passed our cash flow stresses at 'AA' when we
did not give credit to the liquidity facility. However, in our
current analysis, these notes do not pass at a rating level that
is above the ICR on the liquidity facility provider. We have
therefore lowered to 'A (sf)' our ratings on these classes of
notes. We have simulated the impact of varying recession timings
(up to the start of year four). Under these scenarios, these
notes rely on the rating on the liquidity facility provider
more," S&P said.

"The credit enhancement for the mezzanine and junior classes of
notes has increased by less than 1.4x, which we consider to be a
relatively small amount. Despite our lower required credit
enhancement levels, when we start the recession at the beginning
of year four, these notes cannot pass our cash flow scenarios at
their current ratings. Therefore, we have lowered and removed
from CreditWatch negative our ratings on these classes of notes
accordingly," S&P said.

"Ludgate 2007-1 is a U.K. nonconforming RMBS transaction
securitizing loans originated by Wave Ltd. (previously Freedom
Funding) that closed in June 2007. About 61% of the current
portfolio contains buy-to-let loans," S&P said.

                    LUDGATE FUNDING 2008-W1

"In Ludgate Funding series 2008-W1 (Ludgate 2008-1), our updated
credit adjustments have decreased our WAFF because, as with
Ludgate 2007-1, the original LTV ratio is lower than the indexed
current LTV ratio. Our WALS have increased due to our higher
regional market-value decline assumptions. Our overall required
credit enhancement levels are similar to those observed in our
previous analysis," S&P said.

"The transaction's collateral performance has been stable.
However, unsold repossessions remain high at 2.4%, so we expect
further losses in the coming quarters. Further, the issuer has
drawn on the reserve fund in previous quarters, and this stands
at 39% of its required amount. These draws are mainly due to
losses, which are currently 3.06%," S&P said.

"The class E notes do not pass at our 'B' cash flow scenarios.
However, we have affirmed our 'B- (sf)' rating on these notes,
despite the reserve fund level, because we do not expect these
notes to miss interest payments in the near term, in our
opinion," S&P said.

"Our cash flow results show that the other classes of notes in
Ludgate 2008-1 pass at their current rating levels. We have
therefore affirmed and removed from CreditWatch negative our
ratings on all the other classes of notes in this transaction,"
S&P said.

"Following a rating event under the liquidity facility agreement
where the liquidity facility provider's rating was lowered below
'A-1', the issuer has drawn the facility to cash (provided by
Merrill Lynch International Bank, guaranteed by Merrill Lynch &
Co Inc [A-/Negative/A-2]). As per our 2011 U.K. RMBS criteria, we
model the liquidity facility as drawn to cash. Consequently, this
rating event and facility drawing has no impact on our analysis,"
S&P said.

Ludgate 2008-1 is a U.K. nonconforming RMBS transaction
securitizing loans originated by Wave Ltd. (previously Freedom
Funding) that closed in March 2008. About 65% of the current
portfolio comprises buy-to-let loans.

                           CREDIT STABILITY

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions are in line with our credit stability
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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                  Rating
            To                     From

Ludgate Funding PLC

Series 2006-FF1
EUR156.4 Million, GBP271.8 Million Mortgage-Backed
Floating-Rate Notes

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

A2a         A+ (sf)                AA- (sf)/Watch Neg
A2b         A+ (sf)                AA- (sf)/Watch Neg

RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

D           B (sf)                 B (sf)/Watch Neg

RATINGS RAISED AND REMOVED FROM CREDITWATCH NEGATIVE

Ba          A+ (sf)                A (sf)/Watch Neg
Bb          A+ (sf)                A (sf)/Watch Neg
C           BBB (sf)               BBB- (sf)/Watch Neg

RATING RAISED

E           B- (sf)                D (sf)

RATING AFFIRMED

S           CCC- (sf)

Series 2007-FF1
EUR197.2 Million, GBP256.15 Million, $55 Million Mortgage-Backed
Floating-Rate Notes and Excess-Spread Backed Floating-Rate Notes

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

A2a         A (sf)                 AA (sf)/Watch Neg
A2b         A (sf)                 AA (sf)/Watch Neg
Ma          BBB (sf)               AA (sf)/Watch Neg
Mb          BBB (sf)               AA (sf)/Watch Neg
Bb          BB (sf)                A+ (sf)/Watch Neg
Cb          B+ (sf)                BBB (sf)/Watch Neg
Da          B- (sf)                BB (sf)/Watch Neg
Db          B- (sf)                BB (sf)/Watch Neg
E           B- (sf)                B (sf)/Watch Neg

RATINGS RAISED AND REMOVED FROM CREDITWATCH NEGATIVE

A1a         AAA (sf)               AA (sf)/Watch Neg
A1b         AAA (sf)               AA (sf)/Watch Neg
A1c         AAA (sf)               AA (sf)/Watch Neg

Series 2008-W1
EUR102.7 Million, GBP321 Million Mortgage-Backed
Floating-Rate Notes

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

A1          AA- (sf)               AA- (sf)/Watch Neg
A2b         A- (sf)                A- (sf)/Watch Neg
Bb          BBB- (sf)              BBB- (sf)/Watch Neg
Cb          BB- (sf)               BB- (sf)/Watch Neg
D           B (sf)                 B (sf)/Watch Neg

RATING AFFIRMED

E           B- (sf)


MOLINARE: Milne Buys Firm Out of Administration, Saves 150 Jobs
---------------------------------------------------------------
The Telegraph reports that Molinare has been bought out of
administration by one of its previous owners.

The company was rescued by a management team led by Steve Milne,
safeguarding 150 jobs, according to The Telegraph.

The report notes that other investors include Mr. Milne's British
Film Company, and venture capital specialist Next Wave Partners.

The Telegraph notes that Molinare was placed into administration
by Century Communications of India, which had bought a majority
stake in Molinare in 2008 from Mr. Milne, who rescued Molinare
for the first time in 2003, for in the region of GBP5 million.
The report relates that the rescue deal involved a pre-pack
administration.

The Telegraph says that Mr. Milne, who cut all ties with the
company in 2010, told The Sunday Telegraph that Molinare will
"get back to doing what it does best", focusing on post-
production.

The Telegraph notes that Mr. Milne will be chairman and has
appointed Julie Parmenter, formerly global head of sales and
operations at Rolls-Royce Motor Cars, as managing director.

Molinare is the London-based post-production house that has
worked on a string of successful film and television hits,
including Ridley Scott's Prometheus and the BBC's Silent Witness.


PETROPLUS HOLDINGS: Coryton Refinery Workers in Jobs Protest
------------------------------------------------------------
BBC News reports that about 100 workers at Coryton Oil Refinery
in Essex are protesting over its looming closure.

The refinery on the Thames Estuary went into administration in
January after its parent company, Swiss-based Petroplus,
collapsed, according to BBC News.  The report relaters that about
850 jobs are at risk after no buyer was found.

Administrators PwC, now running Coryton, have said that
operations were being wound down, BBC News notes.

Workers protested at the site earlier, then headed to Corringham
town center, the report says.

As reported in the Troubled Company Reporter-Europe on June 5,
2012, The UK Press Association said that ministers have been
warned fuel prices could increase if the government does not step
in to help save Petroplus Holdings' Coryton refinery from
closure.

UKPA related that unions and an MEP said it was in the national
interest to keep open the Coryton refinery in Essex, which
supplies 20% of fuel to London and the South East.  The refinery
has gone into administration and faces being shut down within
weeks, with the loss of several hundred jobs, UKPA noted

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


PORTSMOUTH FC: Set to Exit Administration as Bid is Accepted
------------------------------------------------------------
MailOnline reports that Portsmouth Football Club Ltd. is a step
closer to coming out of administration after former owner Balram
Chainrai's offer to take over at Fratton Park again was accepted.

Administrator Trevor Birch has sent proposals for a Company
Voluntary Agreement which will see the club's creditors initially
offered approximately 2p in the pound, according to MailOnline.

MailOnline notes that Mr. Chainrai's previous spell in charge of
Pompey ended when he sold the club to Convers Sports Initiatives
at the end of the 2010/11 season.

Mr. Chainrai recently told administrators he would only step in
as a last resort to prevent the club from going bust, but with no
other acceptable offers forthcoming Birch has turned to the Hong
Kong-based businessman's company Portpin, the report relates.

"We have written to all of the club's creditors to inform them of
the CVA proposals, which are based on an offer made by Balram
Chainrai's Portpin . . . .  We believe that these proposals are
likely to give the best possible deal for creditors and provide
the most realistic opportunity for protecting the club's
financial position going forward and avoid liquidation," the
report quoted Mr. Birch as saying.

MailOnline says that the club's creditors have been invited to
vote on the proposals on June 25 and if the CVA is accepted, Mr.
Chainrai could be back in charge before the start of next season.

                    About Portsmouth Football

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


RESIDENTIAL MORTGAGE 21: S&P Cuts Class B2a Note Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
Residential Mortgage Securities 19 PLC (RMS 19) and Residential
Mortgage Securities 21 PLC's (RMS 21) notes.

"The rating actions follow our credit and cash flow analysis of
the most recent transaction information that we have received for
RMS 19 and RMS 21. Our analysis reflects the application of our
December 2011 U.K. residential mortgage-backed securities (RMBS)
criteria," S&P said.

"On Dec. 12, 2011, we placed on CreditWatch negative our ratings
on RMS 19's class A2a, A2c, M1a, M1c, M2a, M2c, B1a, and B1c
notes. We also placed on CreditWatch negative our ratings on RMS
21's class A3a, A3c, M1a, M1c, M2a, M2c, B1a, B1c, and B2a notes
after publishing our 2011 U.K. RMBS criteria," S&P said.

"On Feb. 7, 2012, we placed certain ratings in both transactions
on CreditWatch negative also for counterparty reasons following
our downgrade of Barclays Bank PLC (A+/Stable/A-1), which acts as
account bank and liquidity facility provider in both
transactions," S&P said.

"On Feb. 21, 2012, we resolved the counterparty-related
CreditWatch placements for ratings on RMS 19's notes. We kept our
ratings on RMS 21's notes on CreditWatch negative for
counterparty reasons," S&P said.

"Both transactions' performance is currently stable. Total
delinquencies remain high and the weighted-average interest rate
within the asset pool has increased slightly since our last
review. Credit enhancement has continued to increase due to the
notes' deleveraging, and the liquidity facility and reserve fund
are at their required levels," S&P said.

"After applying our updated U.K. RMBS criteria to these
transactions, the results show an increase in the weighted-
average foreclosure frequency due to our adjustment for
capitalized arrears and the new original loan-to-value
assumptions. Our weighted-average loss severity has also
increased since our last review due to the new market value
decline assumptions. The combined result is an increase in the
required coverage for each rating level," S&P said.

"Under our U.K. RMBS criteria, we model varying recession timings
where the scenario in which the recession timing starts in month
37 is the most stressful in our analysis of these deals," S&P
said.

                              RMS 19

"The ratings on all of RMS 19's notes are currently capped at the
issuer credit rating (ICR) on Barclays Bank, the bank account
provider in the transaction. Barclays Bank has breached the
minimum rating trigger within the transaction documents," S&P
said.

"Following the application of our December 2011 U.K. RMBS
criteria, we have affirmed and removed from CreditWatch negative
our ratings on the class A2a, A2c, M1a, M1c, M2a, and M2c notes
due to counterparty reasons and to reflect the stable performance
of the transaction," S&P said.

"We have lowered to 'BBB- (sf)' from 'A+ (sf)' and removed from
CreditWatch negative our ratings on the class B1a and B1c notes
due to the application of our U.K. RMBS criteria. In our credit
and cash flow analysis, these notes failed our 'A+' to 'BBB' cash
flow stress scenarios when the recession timing starts in month
37," S&P said.

                              RMS 21

"The ratings on RMS 21's class A3a, A3c, M1a, and M1c notes
remain on CreditWatch negative for counterparty-related reasons
as Barclays Bank has breached the minimum rating trigger within
the transaction documents. We have received a plan indicating
that the issuer may amend the documentation to comply with our
2012 counterparty criteria. We will resolve these CreditWatch
placements once we have received confirmation of the amendments
and analyzed their effects. The ratings on these notes are no
longer on CreditWatch negative in relation to our December 2011
U.K. RMBS criteria," S&P said.

"Following the application of our December 2011 U.K. RMBS
criteria, we have affirmed and removed from CreditWatch negative
our ratings on the class M2a and M2c notes as the transaction's
performance is currently stable, in our view," S&P said.

"We have lowered to 'BB (sf)' from 'BBB (sf)' and removed from
CreditWatch negative our ratings on the class B1a and B1c notes.
We also lowered to 'B- (sf)' from 'BB (sf)' and removed from
CreditWatch negative our rating on the class B2a notes. These
downgrades followed the application of our U.K. RMBS criteria as
these notes failed our cash flow stress scenarios when the
recession timing starts in months 25 and 37," S&P said.

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions, are in line with our credit stability
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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Residential Mortgage Securities 19 PLC
EUR250.5 Million, GBP528 Million Mortgage-Backed
Floating-Rate Notes

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

B1a         BBB- (sf)                 A+ (sf)/Watch Neg
B1c         BBB- (sf)                 A+ (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

A2a         A+ (sf)                   A+ (sf)/Watch Neg
A2c         A+ (sf)                   A+ (sf)/Watch Neg
M1a         A+ (sf)                   A+ (sf)/Watch Neg
M1c         A+ (sf)                   A+ (sf)/Watch Neg
M2a         A+ (sf)                   A+ (sf)/Watch Neg
M2c         A+ (sf)                   A+ (sf)/Watch Neg

Residential Mortgage Securities 21 PLC
EUR618.5 Million, GBP306.9 Million, US$300 Million
Mortgage-Backed Floating-Rate Notes

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

B1a         BB (sf)                   BBB (sf)/Watch Neg
B1c         BB (sf)                   BBB (sf)/Watch Neg
B2a         B- (sf)                   BB (sf)/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

M2a         A (sf)                    A (sf)/Watch Neg
M2c         A (sf)                    A (sf)/Watch Neg

RATINGS REMAINING ON CREDITWATCH NEGATIVE[1]

A3a        AA- (sf) /Watch Neg        AA- (sf)/Watch Neg
A3c        AA- (sf) /Watch Neg        AA- (sf)/Watch Neg
M1a        AA- (sf) /Watch Neg        AA- (sf)/Watch Neg
M1c        AA- (sf) /Watch Neg        AA- (sf)/Watch Neg

[1]The ratings are on CreditWatch negative for counterparty
   reasons and are no longer on CreditWatch negative for credit
   reasons.


RESLOC UK 2007-1: S&P Affirms 'CCC' Ratings on Two Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes issued by ResLoC U.K. 2007-1 PLC.

"On Dec. 12, 2011, we placed on CreditWatch negative our ratings
on the class A3, M1, B1, C1 and D1 notes in the transaction
following the application of our 2011 U.K. RMBS criteria," S&P
said.

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

"Additionally, the rating actions outlined below are also due to
the fact that the liquidity facility cannot be used to cover
shortfalls on any class of notes if the 90+ day arrears breach
19% of the current balance (currently 10.8%). According to our
2011 U.K. RMBS criteria, the application of defaults is now
extended out to year three, increasing the probability of such a
trigger being breached, even in lower rating scenarios," S&P
said.

                    CREDIT AND CASH FLOW ANALYSIS

"Credit enhancement has more than doubled across all classes of
notes due to the deleveraging of the pool and the topping-up of
the reserve fund. The transaction is currently paying pro rata,
as at the most recent interest payment date the reserve fund has
topped up to its required amount of 2.5% of the outstanding note
balance (excluding excess spread notes), and thus all of the
documented pro rata triggers are now satisfied," S&P said.

"Severe arrears remain low compared with other U.K. nonconforming
transactions; 90+ day arrears are currently at 10.8%, down from
over 12% at our previous review in July 2011, although total
delinquencies increased by 1% over the past quarter, to 18.2%. We
expect severe arrears to remain at their current levels, or to
increase, due to downside risks for U.K. nonconforming borrowers.
This risk has been incorporated in our analysis," S&P said.

"In our analysis, our updated credit adjustments resulting from
the application of our U.K. RMBS criteria have led to a lower
weighted-average foreclosure frequency but a higher weighted-
average loss severity, due to an increase in our market value
decline assumptions. Overall, these factors have led to an
increase in the required credit enhancement at each rating level,
as per our 2011 U.K. RMBS criteria," S&P said.

                           COUNTERPARTIES

"The liquidity facility documentation does not comply with our
2012 counterparty criteria. We have analyzed the transaction,
both with and without the benefit of the liquidity facility and
the ratings on the notes are capped at the level of the issuer
credit rating (ICR) on the liquidity facility provider--in this
instance, Lloyds TSB Bank (A/Stable/A-1)," S&P said.

"In addition, the language in the currency and basis swap
agreements does not comply with our 2012 counterparty criteria.
The non-compliance of the swap documents results in the ratings
on the notes also being capped at the ICR on the swap provider
plus one notch--in this instance, Morgan Stanley (A-/Negative/A-
2)," S&P said.

                         CREDIT STABILITY

"According to our credit stability analysis, the maximum
projected deterioration we would expect at each rating level for
time horizons of one year and three years, under moderate stress
conditions, is in line with our credit stability criteria," S&P
said.

                          RATING ACTIONS

"We have lowered to 'BBB- (sf)' and removed from CreditWatch
negative our rating on the class A3 notes following our cash flow
analysis and the application of our 2012 counterparty criteria,"
S&P said.

"We have also lowered our ratings on the class M1 and B1 notes to
'BB (sf)' and 'BB- (sf)' as the increase in credit enhancement
for these notes has not risen sufficiently to mitigate the
increase in the required credit coverage at their current rating
level," S&P said.

"We have lowered our ratings on the class C1 and D1 notes to 'B
(sf)' and 'B- (sf)', based on the outcome of our credit and cash
flow analysis," S&P said.

"We have affirmed our 'B- (sf)' rating on the class E1 notes, as
credit enhancement has increased sufficiently," S&P said.

"We have also affirmed our 'CCC (sf)' ratings on the class E2 and
F1 excess spread notes. We do not anticipate these notes to pay
down, given the lack of excess spread in the transaction," S&P
said.

ResLoC U.K. 2007-1 is backed by U.K. nonconforming residential
mortgages originated by Advantage (the trading name of Morgan
Stanley Bank International Ltd.), GMAC-RFC Ltd., Amber Homeloans
Ltd., and Victoria Mortgage Funding Ltd.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The 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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                Rating
           To                      From

ResLoC U.K. 2007-1 PLC
EUR395.5 Million, GBP485.795 Million, and
US$303.7 Million Mortgage-Backed Floating-Rate Notes

Ratings Affirmed

E1b        B- (sf)
E2b        CCC (sf)
F1b        CCC (sf)

Ratings Lowered and Removed From CreditWatch Negative

A3a        BBB- (sf)              A+ (sf)/Watch Neg
A3b        BBB- (sf)              A+ (sf)/Watch Neg
A3c        BBB- (sf)              A+ (sf)/Watch Neg
M1a        BB (sf)                A (sf)/Watch Neg
M1b        BB (sf)                A (sf)/Watch Neg
B1a        BB- (sf)               A (sf)/Watch Neg
B1b        BB- (sf)               A (sf)/Watch Neg
C1a        B (sf)                 BBB+ (sf)/Watch Neg
C1b        B (sf)                 BBB+ (sf)/Watch Neg
D1a        B- (sf)                B (sf)/Watch Neg
D1b        B- (sf)                B (sf)/Watch Neg


ROYAL BANK: S&P Raises Ratings on May Pay Hybrids to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on certain
hybrid capital securities (known as 'may pay' hybrids) issued by
The Royal Bank of Scotland Group PLC (RBSG; A-/Stable/A-2) and
related entities (excluding RBS N.V.) to 'BB' from 'C' and
removed them from CreditWatch with positive implications, where
they were placed on May 18, 2012. The rating action follows the
first payment of discretionary coupons and dividends on these
'may pay' hybrids. The counterparty credit ratings on RBSG and
related entities are unaffected by this action.

RBSG and related entities made the first payment of discretionary
coupons and dividends on its 'may pay' hybrids since RBSG was
prohibited from doing so under the terms of an agreement with the
European Commission (EC). This two-year prohibition ended on
April 29, 2012.

"Now that the prohibition period has ended and RBSG and related
entities have begun payments on affected securities, we have
resolved the CreditWatch placement on all these instruments," S&P
said.

S&P has raised the ratings on these 'may pay' hybrids to 'BB'.
This rating reflects S&P's 'bbb' assessment of the stand-alone
credit profile (SACP) of the RBS group, and its view that the
notes:

- are subordinated, for which S&P deduct one notch;

- are a gone concern or 'nonviability contingent capital'
   instrument, for which S&P deducts a further notch; and

- are either issued by, or rely on the guarantee of, a
   non-operating holding company, as opposed to an operating
   company, for which S&P deducts a further notch for structural
   subordination.

"The 'BB' rating is in line with our ratings on RBSG's 'must pay'
hybrids, which were not affected by the EC prohibition. If we see
a reason to differentiate between the future likelihood of
payment on the 'may pay' and 'must pay' hybrids, we would change
the notching as appropriate," S&P said.


SHIELD FINANCE: Moody's Assigns 'B2' Sr. Sec. Bank Debt Rating
--------------------------------------------------------------
Moody's Investors Service assigned a definitive B2 rating to the
senior secured bank debt issued in May 2012 by Shield Finance Co
Sarl, a subsidiary of Shield Holdco Ltd. The senior secured bank
debt includes a US$20 million revolving credit facility ("RCF")
maturing 2017, an EUR85 million Term Loan A maturing 2017 and a
US$300 million Term Loan B maturing 2019 (together "the
refinancing"). The outlook on all ratings is stable.

Ratings Rationale

The final terms of the senior secured bank debt are mostly in
line with the drafts reviewed for the provisional ratings
assignments. However, the new Term Loan A is sized at EUR85
million instead of EUR75 million while the Term Loan B is reduced
to US$300 million from US$320 million. The size of the RCF
remains unchanged at US$20 million. Moody's also notes that the
uncommitted incremental facilities in the final senior facilities
documentation amount to US$25 million and US$100 million, with
the latter being subject to the senior secured leverage ratio
being equal to or less than 3.75x on a pro-forma basis. Following
the refinancing, the company will be subject to two financial
covenants, net debt to cash EBITDA and interest cover ratios, set
at 5.0x and 2.25x for the first covenant test in September 2012,
respectively.

The stable outlook reflects Moody's expectations that Sophos will
continue generating firm cash flows, maintain an adequate
liquidity position and use excess cash flow to repay debt.
Positive pressure on the ratings or outlook could arise if the
Free Cash Flow to Debt ratio improves above 15% and the debt to
EBITDA ratio falls below 4.0x on a sustained basis. Downward
pressure would occur if the Free Cash Flow to Debt ratio falls
below 10%, the liquidity position deteriorates or the company
embarks on aggressive debt-funded M&A activity.

The principal methodology used in rating Shield Holdco Ltd was
the Global Software Industry Methodology published in May 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Abingdon (UK), Sophos is a leading IT provider,
specializing in security software and data protection for
businesses. The company operates in more than 150 countries but
generates more than 80% of its sales in Europe and North America.


SOUTHERN PACIFIC 05-3: S&P Affirms 'BB' Ratings on 2 Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on Southern Pacific Securities 05-3 PLC (SPS 05-3) and
Southern Pacific Securities 06-1 PLC's (SPS 06-1) notes.

"The rating actions follow our credit and cash flow analysis of
the most recent transaction information that we have received for
SPS 05-3 and SPS 06-1. Our analysis reflects the application of
our December 2011 U.K. residential mortgage-backed securities
(RMBS) criteria," S&P said.

"On Dec. 12, 2011, we placed on CreditWatch negative our ratings
on SPS 05-3's class A2a, A2c, B1a, B1c, C1a, C1c, D1a, D1c and
E1c notes, and SPS 06-1's class A2a, A2c, B1c, C1a, C1c, D1a, and
D1c notes, following the implementation of our 2011 U.K. RMBS
criteria," S&P said.

"On May 2, 2012, in addition to the U.K. RMBS criteria-related
reasons, we placed certain ratings on CreditWatch negative for
counterparty-related reasons following our downgrade of Barclays
Bank PLC (A+/Stable/A-1), which acts as account bank in both
transactions," S&P said.

"Due to an error on Feb. 7, 2012, we did not place our rating on
SPS 05-3's class B1c notes on CreditWatch negative for
counterparty-related reasons (it was already on CreditWatch
negative for U.K. RMBS criteria-related reasons). Following that
error, we did not lower our rating on the class B1c notes to 'AA-
(sf)/Watch Neg' from 'AA (sf)/Watch Neg' on Feb. 21, 2012," S&P
said.  S&P's lowering of its rating on SPS 05-3's class B1c notes
corrects this error.

S&P noted that in the past two years, in both transactions:

- delinquencies have decreased, albeit remaining at high levels;

- the margins within the asset pools have remained relatively
   stable;

- credit enhancement has continued to increase due to the
   deleveraging of the notes; and

- the liquidity facility and reserve funds are at the required
   levels and both transactions are receiving excess spread from
   their asset pools.

"The transactions are currently paying sequentially because their
90+ day arrears levels are higher than the triggers below which
pro rata payment would occur. In our cash flow analysis, we have
considered the possibility of these triggers being breached. We
have taken into account historical arrears movements, to
determine when this transaction amortization switch is likely to
occur," S&P said.

"After applying our December 2011 U.K. RMBS criteria, our credit
analysis results show a decrease in the weighted-average
foreclosure frequency (WAFF) for all rating levels for both
transactions, as the total arrears decreased in the past two
years, and due to the asset pool seasoning. Applying our market-
value decline assumptions, the weighted-average loss severity
(WALS) for all rating levels for both transactions has increased.
The combined result is an increase in the required credit
coverage for all rating levels in both transactions," S&P said.

"Following the application of our December 2011 U.K. RMBS
criteria, we have lowered our rating on SPS 05-3's class B1c
notes. The rating on these notes is no longer on CreditWatch for
U.K. RMBS criteria-related reasons, but remains on CreditWatch
negative for counterparty reasons," S&P said.

"Based on our cash flow analysis output, we have also lowered and
removed from CreditWatch negative our rating on SPS 05-3's class
E1c notes, affirmed and removed from CreditWatch negative our
ratings on SPS 05-3's class D1a and D1c notes and on SPS 06-1's
class D1a and D1c notes, and affirmed our ratings on SPS 05-3's
class FTc notes and on SPS 06-1's class E1c, ETc, and FTc notes,"
S&P said.

"In addition, we have also raised and removed from CreditWatch
negative our ratings on SPS 05-3's class C1a and C1c notes and on
SPS 06-1's class B1c, C1a, and C1c notes due to the increase in
credit enhancement for these classes," S&P said.

"Our ratings on SPS 05-3's class A2a, A2c, B1a, and B1c notes and
on SPS 06-1's class A2a and A2c notes remain on CreditWatch
negative for counterparty-related reasons, as the bank account
provider has breached the minimum rating trigger. We have
received a plan indicating that the issuer may amend the
documentation so as to comply with our 2012 counterparty
criteria. We will resolve these CreditWatch placements once we
have received confirmation of the amendments," S&P said.

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions, are in line with our credit stability
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 Reports
included in this credit rating report are available at:

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                 Rating
            To                   From

Southern Pacific Securities 05-3 PLC
EUR304.3 Million, GBP153 Million, and US$100 Million Mortgage-
Backed Floating-Rate Notes Plus an Overissuance of Mortgage-
Backed Floating-Rate Notes and Mortgage-Backed Deferrable-
Interest Notes

Ratings Remaining on CreditWatch Negative[1]

A2a         AA- (sf)/Watch Neg
A2c         AA- (sf)/Watch Neg
B1a         AA- (sf)/Watch Neg

Rating Lowered and Remaining on CreditWatch Negative[1]

B1c         AA- (sf)/Watch Neg   AA (sf)/Watch Neg

Ratings Raised and Removed From CreditWatch Negative

C1a         A (sf)               BBB (sf)/Watch Neg
C1c         A (sf)               BBB (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

D1a         BB (sf)              BB (sf)/Watch Neg
D1c         BB (sf)              BB (sf)/Watch Neg

Rating Lowered and Removed From CreditWatch Negative

E1c         B- (sf)              B (sf)/Watch Neg

Rating Affirmed

FTc         CCC (sf)

Southern Pacific Securities 06-1 PLC
EUR157.85 Million, $199.15 Million, and GBP157.01 Million
Mortgage-Backed Floating-Rate Notes, Plus an Overissuance of
Deferrable Interest Notes

Ratings Remaining On CreditWatch Negative[1]

A2a         AA- (sf)/Watch Neg
A2c         AA- (sf)/Watch Neg

Ratings Raised and Removed From CreditWatch Negative

B1c         A+ (sf)              A (sf)/Watch Neg
C1a         A- (sf)              BBB- (sf)/Watch Neg
C1c         A- (sf)              BBB- (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

D1a         B (sf)               B (sf)/Watch Neg
D1c         B (sf)               B (sf)/Watch Neg

Ratings Affirmed

E1c         B- (sf)
ETc         B- (sf)
FTc         CCC (sf)

[1] The ratings on these notes remain on CreditWatch negative for
    counterparty-related reasons, but are no longer on
    CreditWatch negative for U.K. RMBS criteria-related reasons.


THAMESTEEL: Al Tuwairqi Acquires Firm's Assets
----------------------------------------------
Littlehampton Gazette reports that Thamesteel has been sold out
of administration to a new company owned by the Al Tuwairqi Group
and production will resume.

The sale will mean that steel production on the site can
recommence with hopefully the recreation of a large number of the
jobs lost when the company entered administration, according to
Littlehampton Gazette.

The report notes that Rod Weston, joint administrator of
accountancy firm Mazars, said: "This sale is very good news for
Sheerness . . . .  It concludes what has been a long and painful
process for all involved . . . .  At many points, we feared the
eventual outcome might be very bleak for the future of steel
production on the island . . . .  However after several false
dawns, we have secured a sale to the only bidder to come forward
with the intention of restarting production at the plant."

Around 350 workers lost their jobs when Thamesteel went into
administration and a further 20 were made redundant at a later
date leaving fewer than 30 on the site, the report recalls.

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

Headquartered in Sheerness on the Isle of Sheppey, Thamesteel is
a U.K. steel producer.



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


* S&P's Global Default Tally Hikes to 33 After PBG Woes
-------------------------------------------------------
Poland-based engineering and construction company PBG S.A.
entered into a standstill agreement with banks this week.  S&P
views the agreement, which provides PBG with bilateral loans, as
an event of default under its criteria. This raises the 2012
global corporate default tally to 33, said an article published
Thursday by Standard & Poor's Global Fixed Income Research,
titled "Global Corporate Default Update (May 31 - June 6, 2012)."

Of the total defaults this year, 20 were based in the U.S., seven
in the emerging markets, four in Europe, and two in the other
developed region (Australia, Canada, Japan, and New Zealand). In
comparison, last year, only 16 issuers--10 based in the U.S., two
in New Zealand, two in the emerging markets, one in Europe, and
one in Canada--defaulted during the same period (through June 6).

So far this year, missed payments accounted for 12 defaults,
bankruptcy filings accounted for six, distressed exchanges
accounted for six, and five defaulters were confidential. The
remaining four entities defaulted for various other reasons.

In 2011, 21 issuers defaulted because of missed interest or
principal payments, and 13 because of bankruptcy filings--both of
which were among the top reasons for defaults in 2010. Distressed
exchanges--another top reason for default in 2010--followed with
11 defaults in 2011. Of the remaining defaults, two issuers
failed to finalize refinancing on bank loans, two were subject to
regulatory action, one had its banking license revoked by its
country's central bank, one was appointed a receiver, and two
were confidential.


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *