TCREUR_Public/120614.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, June 14, 2012, Vol. 13, No. 118

                            Headlines



C Y P R U S

* CYPRUS: Moody's Downgrades Deposit Ratings on Three Banks


F R A N C E

SEAFRANCE: Paris Court Accepts Eurotunnel's Acquisition Offer


G E R M A N Y

SOLARWATT AG: Files for Insolvency; Seeks Reorganization


I C E L A N D

KAUPTHING BANK: Composition Deal with Creditors to Push Through


I R E L A N D

CORNERSTONE TITAN 2007-1: S&P Cuts Rating on Class E Notes to 'D'


I T A L Y

* ITALY: May Need Financial Rescue, Austria's Fin. Minister Says


N E T H E R L A N D S

DOLPHIN MASTER 0-2007-1: S&P Cuts Rating on Class D Notes to BB-


S P A I N

BBVA RMBS: Moody's Assigns 'B1' Rating to EUR77MM C Note
REPSOL SA: Moody's Downgrades Preferred Stock Rating to 'Ba2'
TDA SA NOSTRA: S&P Withdraws 'B' Ratings on Two Note Classes
* SPAIN: Can Use EU Bailout Funds to Fix Banking System


S W E D E N

SAAB AUTOMOBILE: Chinese-Japanese Group Agree to Buy Company


U N I T E D   K I N G D O M

ELLI INVESTMENTS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
LOLA CARS: Rotary Supercars Prepares Takeover Bid
MONDRIAN INVESTMENT: Moody's Affirms 'Ba2' CFR; Outlook Stable
RANGERS FC: Faces Liquidation; HMRC Rejects Green's Proposals
TUCAN CLAIMS: In Administration; 15 Jobs Affected


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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C Y P R U S
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* CYPRUS: Moody's Downgrades Deposit Ratings on Three Banks
-----------------------------------------------------------
Moody's Investors Service has taken actions on three Cypriot
banks to reflect the increased risk of a Greek exit from the euro
area. Moody's says that the banks' extensive operations in Greece
render their capital positions vulnerable to such an event.

Moody's has taken the following rating actions:

- Bank of Cyprus (BoC): The deposit and senior unsecured debt
ratings were downgraded by one notch to B2 from B1, and the
standalone credit assessment lowered to b3 from b2 (within the E+
bank financial strength rating). The bank's ratings were placed
on review for downgrade.

- Hellenic Bank Ltd (Hellenic): The deposit ratings were
downgraded by one notch to B1 from Ba3 and the standalone credit
assessment lowered to b2 from b1 (within the E+ BFSR range). The
bank's ratings were placed on review for downgrade.

- Cyprus Popular Bank (CPB): The bank's B3 senior unsecured debt
and deposit ratings were placed on review for downgrade. Moody's
will also re-assess the bank's standalone credit assessment of
caa1 (mapped from its E BFSR) during the review period.

Ratings Rationale

The actions on the Cypriot banks primarily reflect Moody's view,
as expressed on June 1, 2012, of the increased risk of Greece
exiting the euro area. Although a Greek exit is not Moody's
central scenario, the rating agency says that it considers the
risk of a euro exit by Greece as substantial and recognizes that
the probability of such an outcome may increase further following
the Greek parliamentary elections on June 17.

The rated Cypriot banks maintain extensive branch operations in
Greece, with exposures to Greek borrowers amounting to 42% of net
loans for CPB, to 34% of gross loans for BoC, and 17% of gross
loans for Hellenic. As such, their capital positions remain
susceptible to the direct and indirect consequences of a Greek
exit. The heightened risk of a euro exit could lead to an
acceleration in deposit outflows from Cypriot banks' Greek
branches, pressuring liquidity, whilst a euro area exit --
triggering currency redenomination, a likely sovereign default
and widespread economic stresses -- would materially weaken the
banks' solvency.

The downgrades incorporate the impact of the increased risk of a
Greek exit in the Cypriot banks' ratings and reflect, on a
relative basis, BoC's sizable and Hellenic's moderate exposures
to the Greek operating environment. CPB's ratings incorporate the
severe solvency and liquidity risks that the bank faces.

RISK OF A GREEK EXIT FROM THE EURO AREA

Over the last 15 months, aggregate deposit outflows from rated
Cypriot banks' Greek branches amounted to 27%, roughly in line
with the decline in the Greek banking system's deposits. As a
result of the outflows, Moody's notes that the banks' Greek
operations are increasingly funded by the Cypriot banks'
headquarters. The increased risk of a euro exit by Greece
augments the potential for an acceleration in deposit outflows
that would erode the banks' liquidity cushions and expose the
banks' capital to sizable losses in the event of an exit. In an
exit scenario, the banks' already weakened capital buffers would
be further eroded by (i) the redenomination/devaluation loss on
the difference between banks' Greek assets and Greek liabilities
(the 'funding gap'); (ii) losses on the banks' holdings of post
debt-exchange Greek government bonds (GGBs) from a likely
sovereign default; and (iii) the accelerated provisioning needs
generated by a sharp deterioration in asset quality.

Impact of the funding gap

As of March 2012, the funding gap from the banks' branch
operations in Greece amounted to 125% of CPB's core Tier 1
capital -- pro forma figures for core Tier 1, incorporating the
EUR1.8 billion capital increase that the government of Cyprus has
fully underwritten -- 67% of BoC's core Tier 1 capital--excluding
the bank's Convertible Enhanced Capital Securities (CECS)-- and
21% of Hellenic's. The corresponding loss from
redenomination/devaluation in an exit scenario would be
significant, leading to reductions in the banks' capital
positions.

Impact on the banks' GGB holdings

An exit would also result in losses on the banks' holdings of
post debt-exchange Greek government debt. As of March, these
securities accounted for 19% of CPB's pro forma core Tier 1, 15%
of BoC's and 2% of Hellenic's.

Impact on asset quality

The acute dislocations in the real economy in Greece following an
exit, including a potential standstill in the Greek payment
system, would likely accelerate losses on the banks' Greek loan
books. In addition, the negative knock-on effects for the Cypriot
operating environment would also lead to deterioration in Cypriot
loan books beyond Moody's current expectations.

CYPRUS POPULAR BANK (CPB)

CBP has the largest exposure to the Greek operating environment
and the weakest liquidity position amongst the rated Cypriot
banks. However, Moody's notes that the bank's stand-alone ratings
incorporate the severe solvency and liquidity risks that the bank
faces, which are partially mitigated by the government's
commitment to restore the bank's solvency.

SYSTEMIC SUPPORT EMBEDDED IN DEBT AND DEPOSIT RATINGS

The three rated Cypriot banks' debt and deposit ratings all
continue to benefit from one notch of uplift, reflecting Moody's
view of the balance between (i) the constrained domestic capacity
of the Cypriot government to provide support to the banking
system, if needed; and (ii) the additional resources that could
potentially be made available to Cyprus in the context of its
membership in the European Monetary Union.

FACTORS TO BE CONSIDERED DURING THE REVIEW

The review will primarily focus on developments in Greece and how
these developments may translate into heightened risks for
Cypriot banks' solvency and liquidity, as well as contingency
measures that the banks and the government of Cyprus are
considering to mitigate these risks. The political situation in
Greece remains very fluid and Moody's considers that following
the Greek parliamentary elections on June 17, the risk of euro
exit by Greece may increase further.

As part of the review, Moody's will also assess the
implementation of the banks' current recapitalization plans and
efforts by the government to seek external funding from the euro
area to provide capital support to the banking sector.

WHAT COULD MOVE THE RATINGS DOWN/UP

An increase in the likelihood of an exit by Greece from the euro
area would exert downward pressure on the ratings of the three
banks. Mounting asset-quality deterioration or rapidly
deteriorating funding and liquidity positions would also exert
downward pressure on the ratings. Lack of credible contingency
plans to inject capital into the banking system would also exert
downward pressure on the ratings.

As indicated by the review for downgrade, upward rating pressure
is unlikely in the near term unless the operating environments in
the banks' key markets of Cyprus and Greece improve materially or
their capital bases are strengthened materially to levels
sufficient to withstand a potential Greek exit.

LIST OF AFFECTED RATINGS

Bank of Cyprus Public Co Ltd:

- Deposit and senior unsecured debt ratings downgraded to
B2/Not-Prime from B1/Not-Prime

- Subordinated debt rating downgraded to (P)Caa1 from (P)B3

- Junior subordinated notes rating downgraded to (P)Caa2 from
(P)Caa1

- Standalone BFSR affirmed at E+ (now mapping to b3 from b2)

- All ratings are on review for downgrade

Cyprus Popular Bank Public Co Ltd:

- B3/Not-Prime deposit and senior unsecured debt ratings are
placed on review for downgrade

- Subordinated debt rating is affirmed at Ca with developing
outlook

- Standalone BFSR affirmed at E/caa1; No outlook is assigned on
the E BFSR

Egnatia Finance plc (the funding subsidiary of Cyprus Popular
Bank):

- Senior unsecured debt ratings of (P)B3 are placed on review
for downgrade

- Subordinated debt rating of (P)Ca is affirmed with developing
outlook

Hellenic Bank Public Co Ltd:

- Deposit ratings downgraded to B1/Not-Prime from Ba3/Not-Prime

- Greek branch ratings downgraded to Caa2/Not-Prime from B1/Not-
Prime

- Standalone BFSR affirmed at E+ (now mapping to b2 from b1)

- Caa2 Greek branch deposit ratings carry a negative outlook;
All ratings except the Not Prime short term ratings are on review
for downgrade

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

As of March 2012, Bank of Cyprus had total assets of EUR38.6
billion, Cyprus Popular Bank EUR31.8 billion and Hellenic Bank
EUR8.6 billion. All three banks are headquartered in Nicosia,
Cyprus.



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F R A N C E
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SEAFRANCE: Paris Court Accepts Eurotunnel's Acquisition Offer
-------------------------------------------------------------
The Paris Commercial Court decided on June 11 to accept the offer
made by Eurotunnel following the administration of the
SeaFrance group, announced on January 9, 2012.

Groupe Eurotunnel offered EUR65 million to acquire three ships,
The Berlioz, The Rodin and The Nord-Pas-de-Calais, along with
their related assets.  The acquisition will be made via an ad-hoc
financial vehicle owned by the group and named Eurotransmanche.
It will be open to the local authorities and will lease the
ferries to an operating company.  This company, independent of
Eurotunnel, will be able to create 500 jobs in the Calais region
and about a hundred in the UK.

The ferries will need a technical overhaul before being brought
into commercial service, as SeaFrance was unable to complete
necessary maintenance work before being placed into
administration.

Jacques Gounon, Chairman and Chief Executive Officer of Groupe
Eurotunnel, stated: "I am delighted that the pragmatic approach
taken by Eurotunnel has convinced the Commercial Court.  This
will aid economic development and will further support the
transport of people and goods between the continent and Great
Britain".

SeaFrance is the operator of the undersea rail link between
Britain and continental Europe.



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


SOLARWATT AG: Files for Insolvency; Seeks Reorganization
--------------------------------------------------------
Becky Beetz and Petra Hannen at PV Magazine reports that
Solarwatt AG has officially filed for insolvency at the District
Court of Dresden.

According to PV Magazine, the company is looking to reorganize
itself through self-administration.

On May 11, Solarwatt announced that company founder, Frank
Schneider would leave the company at the end of the year,PV
Magazine relates.  With immediate effect, he handed his chief
executive position to Detlef Neuhaus, who was previously
responsible for marketing and distribution, PV Magazine notes.
CFO, Juergen Bruns will also leave the company on June 30, PV
Magazine discloses.  His successor is Carsten Bovenschen, who
until the end of 2010, was CFO at Roth & Rau, PV Magazine says.

Bloomberg News' Mariajose Vera relates that Solarwatt filed for
insolvency due to threatening inability to pay its debts and
excessive indebtedness.

Solarwatt AG is a based in Dresden.



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I C E L A N D
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KAUPTHING BANK: Composition Deal with Creditors to Push Through
---------------------------------------------------------------
Omar R. Valdimarsson at Bloomberg News reports that Feldis Lilja
Oskarsdottir, member of Kaupthing Bank hf's winding up committee,
said the failed Icelandic lender is set to proceed with a
composition agreement with its creditors.

"Multiple alternative structures including bankruptcy have been
investigated," Bloomberg quotes Ms. Oskarsdottir as saying in an
e-mailed response to questions.  "After extensive discussions
with Kaupthing's Informal Creditors Committee and large
creditors, Kaupthing received firm feedback to proceed to prompt
composition."

Ms. Oskarsdottir said that any agreement must be approved by a
majority of Kaupthing's claimants, both in number and the value
of their claims, as well as the district court in Reykjavik,
Bloomberg notes.  Kaupthing has EUR5.2 billion (US$6.5 billion)
in assets and EUR17 billion in claims, Bloomberg relates.

The winding up committee said that a composition could be reached
as soon as the third quarter, making the lender a holding company
controlled by its creditors, Bloomberg notes.  Creditors holding
valid priority claims would be paid in full while secured claims
will get paid from the collateral used to secure the claim,
Bloomberg says.  The committee said that general claimants would
be subject to the terms of the composition, according to
Bloomberg.

                        About Kaupthing Bank

Headquartered in Reykjavik, Kaupthing Bank --
http://www.kaupthing.com/-- is Iceland's largest bank and among
the Nordic region's 10 largest banking groups.  With operations
in more than a dozen countries, the bank offers a range of
services including retail banking, corporate finance, asset
management, brokerage, private banking, treasury, and private
wealth management.  Kaupthing was created by the 2003 merger of
Bunadarbanki and Kaupthing Bank.  In October 2008, the Icelandic
government assumed control of Kaupthing Bank after taking similar
measures with rivals Landsbanki and Glitnir.

As reported by the Troubled Company Reporter-Europe, on Nov. 30,
2008, Olafur Gardasson, assistant for Kaupthing Bank hf, filed a
petition under Chapter 15 of title 11 of the United States Code
in the United States Bankruptcy Court for the Southern District
of New York commencing the Debtor's Chapter 15 case ancillary to
the Icelandic Proceeding and seeking recognition for the
Icelandic Proceeding as a "foreign main proceeding" under the
Bankruptcy Code and relief in aid of the Icelandic Proceeding.



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I R E L A N D
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CORNERSTONE TITAN 2007-1: S&P Cuts Rating on Class E Notes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Cornerstone Titan 2007-1 PLC's class D and E notes. The ratings
on the other classes are unaffected by the rating actions.

"The downgrades follow the interest shortfall that occurred on
the class E notes on the April 2012 payment date, and our
assessment of the issuer's ability to pay interest on the notes,"
S&P said.

"As reflected in the April 2012 cash manager report, the class E,
F, and G notes have deferred unpaid interest. We do not rate the
class F and G notes," S&P said.

"The class E notes, which in our view are highly exposed to
principal losses, failed to receive full interest payment on the
April 2012 payment date. Therefore, we have  lowered our rating
on the class E notes to 'D (sf)' from 'CCC+ (sf)'," S&P said.

"In view of impending lease rollovers and an increased number of
specially serviced loans, we believe that this could have a near-
term impact on income that would exacerbate the size of these
interest shortfalls in the next 12 months. As a consequence, our
analysis indicates that the class D notes may be at risk of
suffering interest shortfalls (absent other mitigating factors).
We have therefore lowered our rating on the class D notes to 'B-
(sf)' from 'BB- (sf)'," S&P said.

"We understand that the excess spread, which is distributed to
the class X notes, is not available in this transaction to
mitigate interest shortfalls under the rest of the notes. In this
transaction, the issuer relies on servicer advances to address
timely payment of interest on the notes," S&P said.

However, under the transaction documents, the back-up advancer is
not allowed to make servicing advances to cover interest
shortfalls under the notes, if such shortfalls have resulted
from:

    Extraordinary expenses payable to the transaction parties
    (e.g., special servicing fees); or

    The reduction of servicing advances, if required to meet
    interest shortfalls under any of the loans, following the
    determination of an appraisal reduction amount (the appraisal
    reduction mechanism was structured to prevent drawings on the
    portion of the securitized loans that represents more than
    90% of the securitized loan).

"The rating actions have not resulted from a change in our
opinion on the creditworthiness of the remaining pool of loans
backing the transaction. However, the class E notes experienced
an interest shortfall, and we believe that the class D notes have
become more vulnerable to interest shortfalls. Our ratings in
this transaction address timely payment of interest, payable
quarterly in arrears, and payment of principal not later than the
legal final maturity date (in January 2017)," S&P said.

"Cornerstone Titan 2007-1 closed in March 2007 with a note
balance of EUR1,321.9 million. The underlying pool initially held
32 loans secured on real estate assets in Germany, the
Netherlands, Switzerland, France, and Poland. On the most recent
note interest payment date, in April 2012, 22 loans remained
outstanding and the outstanding note balance was EUR961.1
million," S&P said.

        POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

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

"As highlighted in the Nov. 8 Advance Notice Of Proposed Criteria
Change, our review may result in changes to the methodology and
assumptions we use when rating European CMBS, and consequently,
it may affect both new and outstanding ratings on European CMBS
transactions," S&P said.

"On June 4, we published a request for comment (RFC) outlining
our proposed criteria changes for CMBS Global Property Evaluation
Methodology. The proposed criteria do not significantly change
Standard & Poor's longstanding approach to deriving property net
cash flow (S&P NCF) and value (S&P Value). We therefore
anticipate very limited impact for European outstanding ratings
when the updated CMBS Global Property Evaluation Methodology
criteria are finalized," S&P said.

"However, because of its global scope, the proposed CMBS Global
Property Evaluation Methodology does not include market-specific
parameters for cash flow adjustments to the various line items.
An application of these criteria to European transactions will
therefore be published when we release our updated rating
criteria," S&P said.

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

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                    Rating
                To                    From

Cornerstone Titan 2007-1 PLC
EUR1.322 Billion Commercial Mortgage-Backed Floating-Rate Notes

Ratings Lowered

D               B- (sf)               BB- (sf)
E               D (sf)                CCC+ (sf)

Ratings Unaffected

A1              A+ (sf)/Watch Neg
A2              A+ (sf)/Watch Neg
B               A- (sf)
C               BBB+ (sf)



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I T A L Y
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* ITALY: May Need Financial Rescue, Austria's Fin. Minister Says
----------------------------------------------------------------
Michael Shields and Steve Scherer at Reuters report that raising
the stakes in Europe's debt crisis, Austria's finance minister
said Italy may need a financial rescue because of its high
borrowing costs, drawing a sharp denial on Tuesday from the
Italian prime minister.

According to Reuters, Maria Fekter's assessment of the euro
zone's third largest economy stoked investors' fears that Europe
is far from ending 2-1/2 years of turmoil -- a feeling reinforced
by Dutch Finance Minister Jan Kees de Jager, who said the euro
zone was "still far from stable".

A deal by euro zone finance ministers on Saturday to lend Spain
up to EUR100 billion (GBP80 billion) to recapitalize its banks
was seen by many in the markets as yet another sticking plaster,
Reuters notes.  Spanish 10-year bond government yields soared to
6.81%, their highest level since the euro's launch in 1999,
Reuters discloses.

Reuters relates that Ms. Fekter said in a television interview on
Monday night euro zone rescue funds, already stretched by
supporting Greece, Portugal, Ireland and soon Spain, might be
insufficient to cope with Italy as well.

"Italy has to work its way out of its economic dilemma of very
high deficits and debt, but of course it may be that, given the
high rates Italy pays to refinance on markets, they too will need
support," Reuters quotes Ms. Fekter as saying.

She sought to soften her remarks on Tuesday, saying she had no
indication Italy planned to apply for aid, Reuters notes.

According to Reuters, Italian Prime Minister Mario Monti, asked
by a German television network whether his country would need a
bailout, said: "I don't believe so."

Earlier, he called Fekter's comments "completely inappropriate"
for an EU finance minister, Reuters relates.  Euro zone officials
said they were deeply unhelpful, according to Reuters.

Ms. Fekter's typically outspoken comments came after Italy's
industry minister dismissed the idea that Rome may need external
help, saying reforms adopted by his government so far had put the
Italian economy on a sound footing, Reuters discloses.

According to Reuters, her concerns are shared by one of the
German government's council of economic advisers, Lars Feld, who
told Reuters that Italy could be next in line.

"Overcoming the troubles in Spain will bring calm to the markets
for a while, but the chances are not so small that Italy may also
come under fire, in particular as the promised labor market
reform has turned out to be less ambitious," Mr. Feld, as cited
by Reuters, said.



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N E T H E R L A N D S
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DOLPHIN MASTER 0-2007-1: S&P Cuts Rating on Class D Notes to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
all of the outstanding class D notes in the Dolphin Master Issuer
B.V. program. "At the same time, we have affirmed our ratings on
all of the other outstanding classes of notes in the program,"
S&P said.

"Dolphin Master Issuer is a multiple-issuance Dutch residential
mortgage-backed securities (RMBS) program with an ongoing
revolving period. There have been 10 issuances from the program,"
S&P said.

The collateral backing the Dolphin Master Issuer notes comprises
Dutch mortgage loans originated by ABN AMRO Bank N.V., Direktbank
N.V., Oosteroever Hypotheken B.V., Quion 9 B.V., and their
immediate predecessors.

"The rating actions follow our credit and cash flow analysis of
the most recent transaction information that we have received on
the program (as of March 2012)," S&P said.

"The program's collateral pool performance has been stable in the
past two years, with total delinquencies well below our Dutch
RMBS index. The reserve fund is at the level required by the
transaction documents, and has never been drawn since the
program's establishment," S&P said.

"Continued house price declines have resulted in an increase in
our weighted-average foreclosure frequency (WAFF) and weighted-
average loss severity (WALS) for the program's collateral pool.
Additionally, we have made qualitative adjustments in our credit
analysis, to reflect lower levels of certainty over valuations
for some properties eligible for, or already in, the Dolphin
Master Issuer program," S&P said.

"The results of our cash flow analysis indicate that due to a
condition allowing redemption of mezzanine and junior classes of
notes at par less the principal deficiency ledger amount,
combined with our increased WAFF and WALS, the class D notes in
the program are unable to maintain the ratings that we previously
assigned. Therefore, we have lowered our ratings on all of the
outstanding class D notes in the Dolphin Master Issuer program,"
S&P said.

"According to our credit and cash flow analysis, the credit
enhancement available to all of the other outstanding notes in
the program--the class A, B, and C notes--is sufficient to
support our current ratings. Therefore, we have affirmed our
ratings on all outstanding class A, B, and C notes in the Dolphin
Master Issuer program," 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 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

Dolphin Master Issuer B.V. (Series 0-2007-I)
EUR4.036 Billion Floating Rate Notes Series 0-2007-1

Ratings Affirmed

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

Rating Lowered

D           BB- (sf)             BBB (sf)

Dolphin Master Issuer B.V. (Series 0-2008-I)
EUR7.366 Billion Mortgage-Backed Floating Rate Notes
Series 0-2008-1

Ratings Affirmed

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

Rating Lowered

D           BB- (sf)             BBB (sf)

Dolphin Master Issuer B.V. (0-2009-II)
EUR3.949 Billion Floating Rate Notes Series 0-2009-II

Ratings Affirmed

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

Rating Lowered

D           BB- (sf)             BBB (sf)

Dolphin Master Issuer B.V. (Series 2010-1)
EUR7.897 Billion Mortgage-Backed Floating Rate Notes
Series 2010-1

Ratings Affirmed

A1          AAA (sf)
A2          AAA (sf)
A3          AAA (sf)
A4          AAA (sf)
B           AA (sf)
C           A (sf)

Rating Lowered

D           BB- (sf)             BBB (sf)

Dolphin Master Issuer B.V. (Series 2010-2)
EUR4 Billion Residential Mortgage-Backed
Floating Rate Notes Series 2010-2

Ratings Affirmed

A1          AAA (sf)
A2          AAA (sf)

Dolphin Master Issuer B.V. (Series 2010-4)
EUR7.1 Billion Mortgage-Backed Floating Rate Notes
due Sep 2099 Series 2010-4

Ratings Affirmed

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

Rating Lowered

D           BB- (sf)             BBB (sf)

Dolphin Master Issuer B.V. (Series 2011-1)
EUR500 Million Mortgage-Backed Floating Rate Notes Series 2011-1

Rating Affirmed

A           AAA (sf)



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


BBVA RMBS: Moody's Assigns 'B1' Rating to EUR77MM C Note
--------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debt issued by BBVA RMBS 11, Fondo de Titulizacion
de Activos:

    EUR1,204M A Note, Definitive Rating Assigned Aa2 (sf)

    EUR119.0M B Note, Definitive Rating Assigned Ba1 (sf)

    EUR77.0M C Note, Definitive Rating Assigned B1 (sf)

The transaction represents the eleventh residential mortgage
securitization transaction originated by Banco Bilbao Vizcaya
Argentaria ("BBVA") (A3/P-2). The assets supporting the notes,
which amount to around EUR 1,400 million, consists of mortgage
loans extended to individuals and are backed by first economic
lien on residential properties located in Spain. BBVA is acting
as Servicer of the loans while Europea de Titulizacion S.G.F.T.,
S.A. is the Management Company ("Gestora").

Ratings Rationale

The ratings of the notes take into account the credit quality of
the underlying mortgage loan pool and the vintage data for
defaults and recoveries received from the originator from which
Moody's determined the MILAN Aaa Credit Enhancement and the
portfolio expected loss.

The expected portfolio loss of 7% of original balance of the
portfolio at closing and the MILAN Aaa required credit
enhancement of 21% served as input parameters for Moody's cash
flow model, which is based on a probabilistic lognormal
distribution as described in the report Testing Structural
Features with the MARCO Model (Moody's Analyser of Residential
Cash Flows) published in January 2006.

The key drivers for the MILAN Aaa Credit Enhancement number,
which is in line than the Spanish High Loan-to-Value ("HLTV")
RMBS sector, takes into account (i) the weighted-average current
LTV of 86.92% which is significantly higher than the market
average as only mortgage loans with a current LTV above 80% have
been selected; (ii) 20.9% of the pool corresponds to loans
originated via brokers (iii) 86.9% of the portfolio can modify
the amortization profile and request a final payment at maturity
which can vary between 10% and 30% of the initial loan amount and
(iv) the quality of historical information provided by the
originator. The MILAN number has been qualitatively adjusted in
order generate a loss distribution with a certain volatility to
account for a higher probability of "fat tail" events with
respect to the losses.

The key drivers for the portfolio expected loss, which is higher
than the Spanish sector average, is based on Moody's assessment
of the lifetime loss expectation for the pool taking into account
(i) the historical performance of loans originated by BBVA; (ii)
benchmarking with comparable transactions in the Spanish market;
and (iii) the negative outlook Moody's has on Spanish RMBS.

The Notes benefit from (i) a reserve fund fully funded upfront
equal to 12.75% of the Notes to cover potential shortfall in
interest and principal, (ii) a liquidity reserve for Class A
upfront equal to 3% of the Notes to cover potential shortfall in
interest during the life of the deal and available for principal
at the end of the deal.

Interest rate risk in the transaction, generated by the reset
timing mismatches and, to a limited extent, by base rate
mismatches between interest paid by the loans (99% linked to the
12-months EURIBOR) and the 3-months EURIBOR linked interest
payable on the notes, is un-hedged. Moody's has haircut the
available interest in order to take into account such assets-
liability mismatches.

The V Score for this transaction is Medium, which is in line with
the V score assigned for the Spanish RMBS sector. Four sub
components underlying the V Score have been assessed higher than
the average for the Spanish RMBS sector. Sector's Historical
Downgrade Rate is medium because High LTV deals have shown worse
performance than the market index. Issuer/Sponsor/Originator's
Historical Performance Variability is assessed as Medium/High
because recent HLTV deals from BBVA show worse recovery than
other originators in Spain within this segment, and the Sovereign
risk may increase performance volatility. Transaction Complexity
is Medium because HLTV pools are more exposed to higher house
price declines. Analytic complexity is assessed as Medium because
there is no hedging for the interest rate risk.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended
to measure how the rating of the security might migrate over
time, but rather how the initial rating of the security might
have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model. For instance, if the assumed MILAN Aaa Credit
Enhancement of 21% used in determining the initial rating was
increased to 33% and the expected loss of 7.0% was increased to
16.0%, the model output for Series A, B and Series C of Aa2, Ba1
and B1 would have changed to Baa2, Caa1 and C respectively.

The principal methodology used in this rating was Moody's
Approach to Rating RMBS in Europe, Middle East, and Africa
published in June 2012.

In rating this transaction, 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.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal with respect to the Notes by the legal final
maturity. Moody's ratings address only the credit risks
associated with the transaction. Other non-credit risks have not
been addressed, but may have a significant effect on yield to
investors.

Moody's will monitor this transaction on an ongoing basis.

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.


REPSOL SA: Moody's Downgrades Preferred Stock Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded the long-term issuer
rating of Repsol S.A. to Baa3 from Baa2, the senior unsecured
long-term rating of Repsol International Finance B.V. to Baa3
from Baa2 and its short-term rating to Prime-3 from Prime-2.
Concurrently, Moody's has also downgraded the preferred stock
rating of Repsol International Capital Limited to Ba2 from Ba1.
The outlook on all ratings is stable.

Ratings Rationale

"The rating downgrade reflects the negative impact of Argentina's
expropriation of Repsol's 51% stake in YPF on Repsol's overall
credit profile," says Francois Lauras, a Moody's Vice President
-- Senior Credit Officer and lead analyst for Repsol. "The loss
of its controlling stake in YPF reduces the scale and diversity
of Repsol's business profile, and deprives the group of sizeable
assets and the YPF dividend stream," adds Mr Lauras.

In fiscal 2011, YPF accounted for approximately one third of
Repsol's consolidated proved reserves and nearly half its
hydrocarbon production (on a proportional basis). The
expropriation also increases the group's relative exposure to the
European refining sector, which has recently been particularly
challenged due to overcapacity and weak demand conditions, and to
the economic woes currently affecting its main downstream markets
of Spain and Portugal.

From a financial standpoint, the action of the Argentinean
government has resulted in a material deterioration in Repsol's
credit metrics. This comes at a time when Repsol is engaged in
high capital spending in order to bring its major upstream
projects to market, which Moody's expects to result in further
negative free cash flow (before divestments) for the group over
the next two years. The group will no longer derive a stable and
substantial dividend income from YPF, which since 2003 has
averaged in excess of US$1 billion per annum. In 2011, YPF's
dividend accounted for around 30% of Repsol's retained cash flow.
Meanwhile, the level and timing of any monetary compensation that
Repsol could potentially secure from the Argentinean government
remains highly uncertain.

Moody's acknowledges the comprehensive set of corrective actions
initiated by Repsol's management in response to the YPF
expropriation, as it seeks to cut debt and conserve cash. The
measures include (i) a reduction in the dividend payout ratio in
parallel with the introduction of a scrip dividend program; (ii)
the exchange of the group's outstanding preferred shares into
mandatory convertible bonds; and (iii) the sale of the balance of
the treasury shares bought back from Sacyr in December 2011, as
well as the divestment of non-core assets, which are expected to
raise around EUR2 billion during the period 2012-2016.

However, Moody's cautions that the implementation of these
initiatives inevitably entails execution risk. While the scrip
dividend programs recently introduced by Spanish corporates and
banks have enjoyed relatively high levels of acceptance, the
take-up for Repsol's scrip dividend could fall short of
management's expectations of around 50%. Also, the proportion of
holders who may opt to exchange their preferred shares into
mandatory convertible bonds is uncertain.

On a more positive note, Repsol's recent successful track record
of strengthening its hydrocarbon resource base (mainly through
exploration discoveries) and developing a solid pipeline of
upstream projects should give a significant fillip to its
production profile and operating cash flow generation over the
next five years. Also, Moody's would expect the recent expansion
of Repsol's refinery conversion capacity in Spain to provide some
support to its downstream margins and profitability amid a
challenging operating environment.

Moody's considers that Repsol's liquidity position for the next
12 months is satisfactory (with the next sizeable bond maturity
scheduled in July 2013). However, the rating agency will continue
to monitor the group's progress in renewing its committed bank
lines in the context of the volatile operating environment
affecting the Spanish and European banking sectors, and in
raising additional funds through new financing facilities and/or
asset disposals.

The stable rating outlook reflects Moody's expectation that
Repsol's timely implementation of the various initiatives in the
wake of the YPF expropriation, in parallel with the successful
execution of its major upstream projects, will help shore up its
financial profile and position its credit metrics in line with
the Baa3 rating, including retained cash flow (RCF)/net debt
(based on the equity accounting of Gas Natural) above 25%.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's considers that a rating upgrade is unlikely in the near
term. However, positive momentum for the rating could result from
a permanent and significant reduction in Repsol's indebtedness,
in conjunction with a material strengthening of the group's
operating cash flow generating capacity, driven by the successful
start-up of its key upstream growth projects. This would most
likely be evidenced by a marked improvement in the group's
financial metrics, including RCF/net debt (based on the equity
accounting of Gas Natural) rising markedly above 30% on a
sustainable basis.

Conversely, negative rating pressure could arise if Repsol were
unable to reposition its financial metrics in line with the Baa3
rating as a result of (i) a failure to execute the corrective
actions in a timely manner; (ii) significant delays and cost
overruns affecting its major upstream projects; and/or (iii) a
weaker-than-expected operating performance under Moody's current
price assumptions. Negative rating pressure could also arise from
any deterioration in the group's liquidity profile as a result of
a failure to maintain committed bank lines and/or raise
additional funds through new financing facilities and/or asset
disposals.

Principal Methodology

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

Headquartered in Madrid, Spain, Repsol is a major integrated oil
and gas company with consolidated total proved hydrocarbon
reserves of 2.1 billion barrels of oil equivalent (boe)
(including YPF's contribution of approximately 1.0 billion boe)
at the 2011 year-end and a strong downstream presence in the
Iberian peninsular. In 2011, the group reported consolidated
operating revenue of EUR63.7 billion and hydrocarbon production
of 290 million boe (including YPF's contribution of 181 million
boe).


TDA SA NOSTRA: S&P Withdraws 'B' Ratings on Two Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
TDA Sa Nostra Empresas 2, Fondo de Titulizacion de Activos' class
A, B, C, and D notes.

"On June 22, 2011, we rated TDA Sa Nostra Empresas 2, which
closed in March 2009. The ratings we assigned were based on the
credit quality of the assets, the cash flow results, the
application of our 2010 counterparty criteria, and the existence
of an eligible guarantee over the reinvestment account," S&P
said.

"BNP Paribas (AA-/Negative/A-1+) is the swap counterparty, Banco
Santander S.A. (A-/Negative/A-2) is the paying agent and treasury
account provider, and Banca Mare Nostrum S.A. (not rated) is the
reinvestment account provider. This account holds 88.42% of
reserve fund amount during the life of the transaction," S&P
said.

"Until now, given that the reinvestment account provider is not
rated, a guarantee in line with our 2008 legal criteria was in
place. The guarantee provider was originally Banco Popular
Espanol S.A., but was substituted by Confederacion Espanola de
Cajas de Ahorros (CECA; BBB-/Stable/A-3) in August 2011. At
present, under our 2012 counterparty criteria, CECA should be
substituted by an eligible guarantor after we downgraded it to
BBB-/Stable/A-3 from BBB/Stable/A-2 on April 30, 2012," S&P said.

"Nevertheless, we have received written confirmation from the
trustee, Titulizacion de Activos S.G.F.T., S.A., that the
guarantee has been removed and that no remedy actions are going
to be taken. The trustee has informed us that it has received a
notification from Banca Mare Nostrum S.A., the only noteholder in
this transaction, that it exempts the trustee from any obligation
established in the guarantee contract and from taking any remedy
action," S&P said.

"As a consequence, and taking into account that after the
guarantee's removal we cannot rely on a counterparty that does
not comply with our 2012 counterparty criteria, we ran our cash
flow model without the benefit of the reserve fund amount held in
the reinvestment account. Under this scenario no ratings are
achieved. We have therefore withdrawn our ratings on TDA Sa
Nostra Empresas 2's class A, B, C, and D notes," S&P said.

"This portfolio was originated by Caja de Ahorros y Monte de
Piedad de las Baleares (Sa Nostra)-- banca Mare Nostrum--which
has its home market in the Spanish region of the Balearic
Islands. The portfolio comprises Spanish small and midsize
enterprise (SME) loan receivables that Sa Nostra originated and
sold to the issuer," 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

TDA Sa Nostra Empresas 2, Fondo de Titulizacion de Activos
EUR355 Million Asset-Backed Floating-Rate Notes

Ratings Withdrawn

A           NR                A- (sf)
B           NR                B+ (sf)
C           NR                B (sf)
D           NR                B (sf)

NR-Not rated.


* SPAIN: Can Use EU Bailout Funds to Fix Banking System
-------------------------------------------------------
Charles Penty at Bloomberg News reports that Spain's request for
as much as EUR100 billion (US$125 billion) of European bailout
funds may provide the country with enough money to shore up its
banking system after three failed attempts in as many years.

"Now that they have this money, it will hopefully finally be
possible to recognize all the hidden losses and clean up the
system," Bloomberg quotes Luis Garicano, a professor at the
London School of Economics, as saying in a phone interview.

The amount sought is about 2.7 times the funds deemed necessary
for Spanish banks by the International Monetary Fund in a report
released June 8 and five times the total requested by the Bankia
group, the country's third-biggest lender, to cleanse its balance
sheet, Bloomberg discloses.  Spain sought aid for its banks on
June 9, becoming the fourth euro member to seek a bailout since
the debt crisis began almost three years ago, Bloomberg notes.

Mariano Rajoy, who denied the need for a banking bailout as
recently as May 28, will be under scrutiny as his government
tries to complete the cleanup after past efforts fell short,
Bloomberg states.

Jaime Becerril and Axel Finsterbusch, analysts at JPMorgan Chase
& Co., said that Spanish banks will probably face fresh
provisioning rules as the government mulls how to deploy the
funds after receiving information on the size of the capital
shortfall from the IMF and the independent audits it has
commissioned, Bloomberg relates.



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


SAAB AUTOMOBILE: Chinese-Japanese Group Agree to Buy Company
------------------------------------------------------------
Ola Kinnander at Bloomberg News reports that a Chinese-Japanese
investment group that may build electric cars agreed to buy Saab
Automobile and bring the Swedish manufacturer back from
bankruptcy.

According to Bloomberg, a person familiar with the matter said
that the group, led by Japanese investment firm Sun Investment
and Hong Kong-based renewable-energy power-plant builder National
Modern Energy Holdings Ltd., would make the announcement
yesterday.

Anne-Marie Pouteaux and Hans Bergqvist, Saab's bankruptcy
administrators, said in a statement that the carmaker has been
sold and the purchaser would be identified at a press conference
yesterday, Bloomberg relates.

Bloomberg notes that a spokesman said in May that the Chinese-
Japanese bidding group formed a company called National Electric
Vehicle Sweden AB with the purpose of buying Saab's assets.

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


ELLI INVESTMENTS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and probability-of-default rating (PDR) to Elli
Investments Ltd., an entity beneficially owned by private equity
investor Terra Firma. Concurrently, Moody's has assigned
provisional ratings to the company's proposed issuance of GBP350
million worth of secured notes (rated (P)B1) due in 2019 and
GBP175 million worth of unsecured notes (rated (P)Caa1) due in
2020. In addition, the rating agency has assigned a rating of
(P)Ba2 to the company's GBP40 million secured super senior
revolving credit facility maturing in 2018. The rating outlook is
stable. This is the first time that Moody's has rated Elli.

The ratings are contingent upon Elli's success in closing its
proposed acquisition of Four Seasons Health Care Holdings Limited
("FSHC"), which is subject to regulatory approval, and the
incorporation of the above-mentioned notes in the financing
package put in place to partially finance the transaction. Until
the time of closing the proceeds from the notes issuance will be
held in escrow. Moody's understands that the remainder of the
acquisition price, approximately GBP335 million, will be injected
as common equity or deeply discounted non-cash paying bonds. Elli
does not have any other business activities other than those
carried out by FSHC.

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

Ratings Rationale

The B2 rating reflects Moody's expectation that, following the
closing of the transaction, the company will exhibit high
leverage, such that its debt/EBITDA ratio will be approximately
5.5x (based on pro-forma EBITDA of GBP102 million as per March
2012, and adjusted by capitalizing estimated annual operating
leases of approximately GBP52 million at 6x). "While the
relatively weak initial credit metrics and large share of
leasehold properties in the portfolio are a constraining factor
on Elli's rating, Moody's also notes the company's attractive
business profile, with market-leading positions and stable and
recurring revenue base," says Alex Verbov, Vice President and
Moody's lead analyst for Elli's.

Following the acquisition of parts of Southern Cross's portfolio
in 2011, Elli has become the largest UK operator of elderly care,
with pro-forma revenues of around GBP685 million. Although the
Company also runs Specialist hospitals and care centers with some
1,200 beds, elderly care accounts for over 85% of both revenues
and EBITDA contribution.

Increased funding constraints on the public healthcare system and
regulatory compliance costs are likely to continue having a
negative impact both on the UK healthcare industry and Elli. In
the past, changing customer mix and the gap between fee increases
and cost inflation led to gradual EBITDA margin declines. Going
forward, Moody's expects Elli to at least maintain its absolute
profitability levels and benefit from longer-term growth
potential due to favorable demographics as well as gradual
increase in occupancy following the integration of recent
portfolio additions via Southern Cross and Care Principles
transactions.

Estimated pro-forma EBITDA margins of around 15% reflect a
significant share of leasehold properties (EBITDA margins
adjusted for leases are 7% higher at c. 22%), and highlight
Elli's higher operational leverage than seen for largely freehold
operators. This is being partly mitigated by the variable terms
agreed on a large portion of leases from the Southern Cross
acquisition, which reduces both the downside and the upside
impact for the Company. Moody's notes that the rating
incorporates expectation for a relatively slow deleveraging
profile of the Company and the constraining impact that the large
leasehold portfolio has on the leverage metric.

Liquidity

Moody's views Elli's liquidity position as adequate. Whereas an
estimated GBP 13 million cash balance available at closing is
largely earned marked for a GBP10 million contingent payment due
in 2013 to the selling shareholders if 2012 EBITDA reaches GBP106
million, the Company does not have material working capital
needs, will have access to GBP40 million of undrawn revolver line
and is expected to generate positive free cash flow. The revolver
facility is subject to a material adverse change clause and a
financial covenant, which has generous headroom, in the rating
agency's view. Moody's would expect that following the closing,
Elli will continue to improve its liquidity position via increase
in cash balances and would not be aggressively pursuing
acquisitions / development capex projects until it has achieved
an adequate cash balance.

Structural Considerations

The GBP40 million secured super senior revolving credit facility
and the GBP350 million worth of senior secured notes benefit from
pari-passu ranking guarantees from all material group entities,
representing a minimum of 80% of all the group assets and EBITDA
at closing. While both instruments benefit from a pledge of
essentially all group assets, the (P)Ba2 rating assigned to the
revolver (Loss Given Default rating of LGD1, 1%) is a reflection
of the instrument's super seniority in the event of an
enforcement of the collateral, with only the remaining proceeds
to be applied to the secured notes ((P)B1, LGD 3, 33%). The
(P)Caa1 (LGD5, 85%) rating on the GBP175 million worth of senior
unsecured notes reflects their junior ranking behind a sizable
portion of Elli's secured debt and the subordinated nature of the
guarantees in place.

Whereas the sizing of the revolver line is relatively moderate
compared to other UK healthcare credits, it may be increased
going forward by up to GBP35 million subject to corresponding
increases in EBITDA (i.e. total revolver not to be higher than
40% of EBITDA).

Moody's notes that the proceeds of the notes issuance will be
placed in an escrow account (unguaranteed but with the proceeds
being pledged as security) and will only be released upon closing
of the acquisition. If the acquisition does not materialize, Elli
will be required to redeem the notes at a redemption price of
100% of the initial issue price plus accrued and unpaid interest,
which will be prefunded into the escrow account.

Rating Outlook and Triggers

The stable outlook reflects Moody's expectation that no
significant changes in leverage are likely in the next 12-18
months, partly attributable to the stabilizing impact of lease
capitalization on the leverage metric volatility.

Negative pressure could be exerted on the rating in the event of
increasing margin pressure and gross leverage exceeding 5.75x
(pro forma per 12/2011: 5.5x) and/or EBITA/Interest Cover falling
below 1.4x (pro forma per 12/2011:1.4x). Aggressive acquisition,
development and dividend policies could also be triggers for a
downgrade.

An upgrade would require a sustained period of maintaining
profitability and cash flow generation at a high level, with a
subsequent reduction in leverage, with for example debt/EBITDA
improving materially below 5.0x and/or EBITA interest cover
increasing over 1.8x.

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

FSHC is the largest independent provider of elderly care in the
UK with estimated pro-forma revenues of around GBP690 million.


LOLA CARS: Rotary Supercars Prepares Takeover Bid
-------------------------------------------------
Hunts Post reports that a Germany-based Rotary Supercars has
confirmed that it will be bidding to take over Lola Cars.

Lol went into administration four weeks ago, blaming the
withdrawal by the Government of research and development tax
credits for its demise, Hunts Post relates.

According to Hunts Post, Lola administrators Mark Newman and
James Snowdon, of CCW Recovery Solutions LLP, have been searching
for a buyer and this week said they had received significant
interest in the business.

Hunts Post notes that Darren Wattiez, Rotary CEO, said he was
preparing a "substantial bid that was over and above the market
value."

Mr. Wattiez, as cited by Hunts Post, said he would look to keep
the Lola brand as it was well established in the motor racing
industry.

The engine designer said his bid would be for the whole company,
but would consider bidding just for the motorsport side of the
business, according to Hunts Post.

Lola's administrators last week announced a further eight job
losses, Hunts Post recounts.  The firm entered administration on
May 16 and has lost more than 80 of its 176 jobs at the two
sites, Hunts Post discloses.

Lola Cars is a racing car manufacturer and composites company.


MONDRIAN INVESTMENT: Moody's Affirms 'Ba2' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family
Rating of Mondrian Investment Partners and revised the rating
outlook to positive from stable.

The rating outlook change reflects Mondrian's improving credit
fundamentals and financial flexibility, which resulted from the
acceleration of debt repayments made during the fiscal year 2011.
Mondrian's rating and outlook also reflect the continued
stability of revenues and lower volatility of the firm's business
profile due to its value-oriented, international investment focus
relative to other asset managers. This stability has enabled
management to prioritize debt repayments such that financial
leverage has dropped from a proforma 3.3x debt to EBITDA in June
2011 to 2.1x as of December 31, 2011. Moody's expects leverage to
continue to decrease in 2012 as management plans to continue to
use free cash flow to voluntarily pay down debt.

Ratings Rationale

Mondrian's Ba2 Corporate Family Rating reflects the company's
improving credit fundamentals, characterized by moderate
financial leverage and interest coverage, along with earnings
stability, despite difficult market conditions. The rating also
incorporates Mondrian's relatively modest distribution channel
diversification, as well as the diversity and quantum of its AUM
relative to other Moody's-rated asset managers. While the firm's
footprint is relatively small versus its rated peers, Moody's
views favorably Mondrian's continued focus on its strengths as a
value-oriented investment manager. Based upon manager universe
performance measures, the firm continues to demonstrate an
ability to provide risk-adjusted returns in the top quartiles of
its peer universe for its core investment offering.

The positive outlook reflects an expectation for continued
deleveraging and improvement in Mondrian's credit fundamentals.
Based on Mondrian's strategy, it is expected that voluntary debt
repayments will remain a priority through 2012. While the firm's
debt repayments have brought down cash balances, liquidity
remains at a level consistent with the firm's rating level.

The following ratings were affirmed and their outlook changed to
positive from stable:

Corporate family rating: Ba2

Senior secured term loan due 2018: Ba2

Mondrian Investment Partners, Ltd., headquartered in London, is a
global asset management company. The firm had US$69.2 billion of
assets under management as of December 31, 2011.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Asset Management Firms, published in
October 2007.


RANGERS FC: Faces Liquidation; HMRC Rejects Green's Proposals
-------------------------------------------------------------
Peter Woodifield at Bloomberg News reports that Rangers Football
Club Plc faces liquidation after the U.K. tax authorities
rejected proposals to let it exit administration, according to
Charles Green, who is leading a group to buy the Scottish soccer
club.

According to Bloomberg, Mr. Green said in a statement on Rangers'
Web site that HM Revenue & Customs refused to support a proposal
by Mr. Green's group to pay creditors GBP8.5 million (US$13.2
million) as part of a Company Voluntary Arrangement that would
have seen the club come out of bankruptcy and avoid winding up.

Rangers owes the tax authorities more than GBP93 million in
unpaid taxes and two unresolved claims over the use of employee
benefit trusts, Bloomberg discloses.  Duff & Phelps, the
administrators, said on April 5 that in total, the 54-time
Scottish soccer champion owes creditors more than GBP134 million,
Bloomberg recounts.

The tax office said winding up Rangers in its current form will
allow a new company to start without any burden, Bloomberg notes.

"A liquidation provides the best opportunity to protect
taxpayers, by allowing the potential investigation and pursuit
of possible claims against those responsible for the company's
financial affairs in recent years," Bloomberg quotes HMRC as
saying in a statement on its Web site.  "It also means that the
new company will be free from claims or litigation in a way which
would not be achievable with a CVA.  Rangers can make a fresh
start."

Creditors are due to meet on June 14 to vote on the CVA
proposals, Bloomberg discloses.

The amount of money owed to HMRC means they are sure to fail,
Bloomberg notes.

Mr. Green said that his group will now have to form a new company
to buy Rangers, and creditors will receive GBP5.5 million, GBP3
million less than they would have done under the proposals
rejected by HM Revenue and Customs, Bloomberg relates.

"I, along with my investors who believe that Rangers can have a
bright future, will fight tooth and nail to ensure the Club
recovers from this catastrophic phase in its proud history,"
Mr. Green, as cited by Bloomberg, said.

Mr. Green said that his group will look for ways to allow the
26,000 investors in Rangers who will lose their shares as a
result of liquidation to buy shares in the new company, Bloomberg
relates.

Mr. Green said he will liaise with Scottish football authorities
to discuss Rangers' membership of the Scottish Premier League,
Bloomberg relates.  The 11 other clubs will have to agree to
readmit Rangers as a new company, Bloomberg states.  Otherwise,
Rangers will have to apply to be admitted to the Scottish
Football League and start afresh in the fourth tier of the
country's soccer league, according to Bloomberg.

                   About Rangers Football Club

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


TUCAN CLAIMS: In Administration; 15 Jobs Affected
-------------------------------------------------
BBC News reports that Tucan Claims has gone into administration,
leaving 15 people redundant.

According to BBC, the company's administrator, John Cullen, of
Harris Lipman, said: "Issues with its payment service providers
have left Tucan Claims in the position of having to appoint
administrators."

A Harris Lipman spokesman later added that these service
providers, which process customer fees, had been withholding them
from Tucan Claims, BBC relates.

Mr. Cullen, as cited by BBC, said: "My role now is to review the
firm's financial position and establish which of its clients are
likely to get back the deposits they were required to pay upfront
together with investigating the circumstances surrounding the
failure of the company."

"If you are a client of Tucan Claims, and require a refund of
your initial fee, you may be able to obtain your refund by making
a chargeback via your card issuer.

"Please contact your card issuer directly and request that a
chargeback be processed."

The Ministry of Justice has written to Tucan Claims' customers
advising the same, and also that they should contact the
administrators to register as creditors, BBC says.

More than 1,000 people have complained to Trading Standards in
South Gloucestershire about Tucan Claims in the past 12 months,
BBC relates.

In April the government regulator for claims management service
providers banned Tucan Claims from taking on new business, BBC
recounts.

The company lodged its application to go into administration the
day before the outstanding refunds were due, and the
administration order was granted on May 28, BBC discloses.

Tucan Claims is a claims management company based Aztec West.  It
worked to get compensation for people who had been mis-sold
Payment Protection Insurance (PPI).



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


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

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

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

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

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

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

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


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *