TCREUR_Public/120920.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, September 20, 2012, Vol. 13, No. 188

                            Headlines



A R M E N I A

ARMECONOMBANK: Moody's Changes Outlook on 'B1' Ratings to Neg.


B U L G A R I A

FIRST INVESTMENT: Fitch Affirms 'BB-' IDR; Outlook Stable
NATIONAL ELECTRICITY: Faces Bankruptcy Risk Over Belene Dispute


F R A N C E

BELVEDERE SA: Owes EUR20 Million to Bruce Willis


G R E E C E

OMEGA NAVIGATION: Files First Amended Joint Plan


H U N G A R Y

* HUNGARY: Corporate Liquidations Up 21% in First Half 2012


I R E L A N D

SMURFIT KAPPA: Moody's Rates EUR200-Mil. Sr. Secured Notes 'Ba2'
SMURFIT KAPPA: Fitch Affirms 'BB' LT Issuer Default Rating
SMURFIT KAPPA: S&P Rates EUR200-Mil. Senior Secured Notes 'BB'
TCS FINANCE: Fitch Rates US$250-Mil. Senior Unsecured LPNs 'B'
ZOO ABS 4: S&P Downgrades Ratings on Two Note Classes to 'B'


K A Z A K H S T A N

KAZKOMMERTSBANK: Moody's Cuts Subordinated Debt Rating to 'Caa2'


L U X E M B O U R G

ALGECO SCOTSMAN: Moody's Assigns 'B1' Corporate Family Rating
MELCHIOR CDO I: S&P Lowers Ratings on Two Note Classes to 'CC'


N E T H E R L A N D S

LEOPARD CLO I: S&P Cuts Ratings on Two Classes of Notes to 'B-'
ODEON ABS: S&P Lowers Rating on Class A-2 Notes to 'CCC-'
PHANOS: Owes More Than EUR400 Million to Creditors


P O R T U G A L

* PORTUGAL: Moody's Says RMBS Performance Worsens in July 2012


R O M A N I A

HIDROELECTRICA SA: Oltchim Plant to Enter Insolvency
ROMEXPO: Bucharest Court Halts Insolvency Proceedings


S P A I N

BBVA RMB: S&P Raises Rating on Class C Notes From 'BB'
* SPAIN: Moody's Says RMBS Market Performance Worsens in July


S W E D E N

EXPERT: Files for Bankruptcy Afters Years of Losses
PANAXIA: Swedish Retailers Face Closure Following Bankruptcy


T U R K E Y

GLOBAL YATIRIM: Fitch Affirms 'B-' Longterm Issuer Default Rating


U N I T E D   K I N G D O M

DIXONS RETAIL: Fitch Affirms 'B' Issuer Default Ratings
MORPHEUS UK: S&P Downgrades Rating on Class D Loan to 'B'


X X X X X X X X

* Fitch Assigns Ratings to Various Covered Bonds
* Upcoming Meetings, Conferences and Seminars


                            *********


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A R M E N I A
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ARMECONOMBANK: Moody's Changes Outlook on 'B1' Ratings to Neg.
--------------------------------------------------------------
Moody's Investors Service has changed the outlook to negative
from stable on Armeconombank's (AEB) B1 local and foreign-
currency deposit ratings.

Ratings Rationale

Moody's change of outlook on the bank's ratings reflects the
increasing negative pressure on its operating efficiency and
profitability. Despite good revenue generation as reflected in
its strong and growing net interest and fee incomes, AEB has
experienced significant deterioration in the bottom line
profitability due to about 50% increase in operating expenses in
the past four years as the bank invested in modernizing its
branches. Consequently, the bank's cost-to-income ratio has
weakened during this period and reached 97% at end-H1 2012,
according to AEB's regulatory reports. The growing operating
costs resulted in material deterioration of the bank's
profitability with a small loss of AMD41.5 million ($0.1 million)
reported for H1 2012. This led the Return on Assets (RoA)
declining to -0.14% at end-H1 2012 from 0.84% at end-H1 2011.

Moody's understands that AEB's management is undertaking a cost-
cutting plan with the aim of improving its operational
efficiency. As a result the bank expects to notably improve its
efficiency, and thus profitability indicators over the next
several quarters. The extent of these plans' realization would be
a key factor for positioning the bank's ratings in the short-to-
medium term.

AEB's capitalization is currently acceptable with equity-to-
assets ratio of 15% at end-H1 2012, according to AEB's regulatory
reports. However, weak internal capital generation, if not
reversed, could require external capital injection in the medium-
term.

According to Moody's, AEB's standalone E+ bank financial strength
rating (BFSR), which maps to b1 on the long-term scale also
reflects the bank's strong liquidity, decent asset quality and
limited franchise.

What Could Move The Ratings Up/Down

The bank's ratings have limited upside potential currently as
reflected in the negative outlook. However, a change in the
outlook to stable could be prompted by a material improvement in
the bank's operating efficiency and profitability, coupled with
strengthened market position.

AEB's ratings may be downgraded if its efficiency and
profitability do not improve significantly in the medium-term.
Any increase in related party lending may also have negative
implications for the bank's ratings.

Principal Methodologies

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Headquartered in Yerevan, Armenia, AEB reported total assets of
US$147 million and net loss of US$0.1 million, according to its
unaudited regulatory report.



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B U L G A R I A
===============


FIRST INVESTMENT: Fitch Affirms 'BB-' IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed First Investment Bank AD's (FIBank)
Long-term Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook.  At the same time, Fitch has downgraded FIBank's
Viability Rating (VR) to 'b-' from 'b'.

RATING ACTION RATIONALE AND DRIVERS: IDRS, SUPPORT RATING AND
SUPPORT RATING FLOOR

The affirmation of FIBank's IDRs are based on Fitch's view that
there continues to be a moderate probability of support from the
Bulgarian authorities in case of need, which is reflected in the
Support Rating of '3' and Support Rating Floor (SRF) of 'BB-'.
Bulgaria's Long-term foreign currency IDR is 'BBB-' with a Stable
Outlook.

Following earlier discussions with the Bulgarian National Bank,
Fitch understands that the propensity of the authorities to
support FIBank, as a systemically important bank, remains strong.
FIBank's market shares in assets, especially corporate loans, and
retail deposits continue to increase.  At end-H112, FIBank was
the fourth-largest bank in Bulgaria with an 8% market share in
total assets, and the second-largest retail deposit taker with a
14% market share.

In assessing support, Fitch also considers the Bulgarian
authorities' ability to support FIBank.  The agency views
favourably the country's low government debt (Fitch forecasts
this to stand at 18.5% of GDP at end-2012), significant available
fiscal reserves (6.8% of GDP at end-May 2012) and the relatively
small size of FIBank's balance sheet (total assets at 7.6% of GDP
at end-2011).  Fitch also notes that 80% of FIBank's customer
accounts are covered by deposit insurance, and the bank's
uninsured liabilities, with respect to which the authorities'
would take the decision on support, comprised a low 23% of total
liabilities (about 1.7% of GDP) at end-H112.  In addition, 83% of
these uninsured liabilities are customer deposits, which Fitch
understands have been placed primarily by domestic clients.

At the same time, weaknesses in the bank's corporate governance
and potentially high related party and relationship lending, in
Fitch's view, could give rise to somewhat greater uncertainty
about the authorities' readiness to support the bank in all
circumstances.

RATING SENSITIVITIES: IDRS, SUPPORT RATING AND SUPPORT RATING
FLOOR

The IDRs, Support Rating and SRF are sensitive to any change in
Fitch's view of the Bulgarian authorities' willingness or ability
to support FIBank in case of need. The ratings could be
downgraded in case of any prolonged delay in providing
assistance, should this be clearly needed, or if the Bulgarian
sovereign ratings are downgraded.  A marked change in FIBank's
liability structure to include more wholesale funding could also
increase uncertainty with respect to support and result in a
downgrade.  An upgrade of FIBank's ratings is unlikely in the
foreseeable future.

RATING ACTION RATIONALE AND DRIVERS: VR

The downgrade of the VR to 'b-' reflects further deterioration in
reported asset quality, and weaker reserve coverage and therefore
capitalization.  The VR considers weaknesses in corporate
governance, weak underlying asset quality, potentially high
related party and relationship lending, high loan concentrations
and weak performance.  However, the VR also considers FIBank's
broad and to date stable deposit base.

The reported regulatory non-performing (NPL) ratio, which
incorporates 90+ days overdue and loss loans, increased to 8% at
end-H112 compared to 5.8% at end-2011 and 4.2% at end-2010. This
ratio was still notably lower than for the banking system as a
whole (16.9% at end-H112).  However, in Fitch's view, FIBank's
underlying asset quality may be significantly weaker.  Watch
loans (overdue by 30-90 days) are a quite stable 7%-9% of the
portfolio (7.4% at end-H112) and Fitch calculates interest
accrued but not received in cash as 11% of total interest income
in H112.  Furthermore, the ratio of renegotiated and restructured
loans to total loans is high, although some restructured loans
may already be classified as NPLs and some renegotiations may not
necessarily reflect a deterioration in loan quality.

In Fitch's view, FIBank's loan book is highly concentrated, with
exposures to the largest 20 borrowers equal to 3.4x Fitch core
capital (FCC) at end-H112. Amortization of these loans is very
limited, and some borrowers have been granted additional
facilities, further increasing concentrations.  Within the
largest borrowers, there are already some signs of deterioration,
with some exposures showing delays in repayment and others
classified in categories lower than 'standard'.  Three loans,
EUR55m each, granted for the acquisition of a metals plant in
Q211 equated to 71% of the bank's equity at end-H111.  This
remains a concern for Fitch.

In Fitch's view, the risk of related party and relationship
lending is high, given the two founding shareholders' interest in
capital-intensive projects in the tourist industry, incomplete
disclosure of the shareholder structure, and the quite high-risk
nature of some loan exposures.

Reserve coverage of NPLs had fallen to 39% at end-H112 from 67%
at end-2010, with unreserved NPLs equal to 46% of equity
(unreserved NPLs and watch loans together exceeded equity).
Fitch is therefore concerned about the quality of capital, while
the Tier 1 and total capital ratios, at 10.8% and 12.9%
respectively, at end-H112, were only slightly above the
regulatory required and/or recommended minimums.  Pre-impairment
profit is moderate, and net of accrued interest was negligible in
H112, limiting the bank's ability to strengthen its solvency
through internal capital generation.

The VR is supported by FIBank's strong retail deposit franchise,
the virtual absence of refinancing risk and the bank's currently
comfortable liquidity.  At the same time, Fitch notes that the
relatively high rates that FIBank has paid to date for its
customer funding significantly constrain margins and performance.
Furthermore, a marked deterioration in asset quality could lead
to greater instability in the deposit base.

RATING SENSITIVITIES: VR
The VR could be downgraded further in case of continued
deterioration in FIBank's loan performance and underlying asset
quality, resulting in increased pressure on the bank's
capitalization.  The VR could be upgraded if the bank is
recapitalized.  However, Fitch does not expect this given the
absence of equity injections in recent years.

The rating actions are as follows:

  -- Long-term IDR: affirmed at 'BB-', Outlook Stable
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: downgraded to 'b-' from 'b'
  -- Support Rating: affirmed at '3'
  -- Support Rating Floor: affirmed at 'BB-'


NATIONAL ELECTRICITY: Faces Bankruptcy Risk Over Belene Dispute
---------------------------------------------------------------
According to FOCUS News agency, RIA Novosti, citing a Russian
nuclear sector source, reported that the legal dispute with
Russia about Belene nuclear power plant project could bring
Bulgaria's National Electricity Company (NEK) to bankruptcy, but
the Bulgarian government was aware of this possibility in
advance.

"The amount of the claim is so high and Russia's arguments are so
serious that the legal dispute could bring NEK to bankruptcy in
the end.  This is not the best possibility, but, unfortunately,
it is possible for Bulgaria.  If NEK loses the claim and cannot
pay, Rosatom can accept NEK assets instead of compensation,"
FOCUS quotes the source as saying.

FOCUS notes that the source added Bulgaria's recent statements
made it clear that the state reacted to "press reports, not to
the real situation."



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F R A N C E
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BELVEDERE SA: Owes EUR20 Million to Bruce Willis
------------------------------------------------
Inti Landauro at Dow Jones Newswires reports that three years
after lending his image to promote Sobieski vodka in the U.S.,
actor Bruce Willis is trying to get his paycheck.

According to Dow Jones, representatives of Mr. Willis was set to
meet in Paris on Tuesday with other creditors of Belvedere SA,
owner of the Sobieski brand, to decide how to restructure the
firm's debt of EUR744 million (US$976.9 million).

At issue for Mr. Willis is EUR20 million that he was promised in
the event that the value of his original compensation -- a 2.6%
stake in Belvedere -- fell beneath a certain threshold, Dow Jones
notes.

Under the proposed debt-rescheduling arrangement that will be
submitted to bondholders, suppliers and banks, Mr. Willis may
recover part of the EUR20 million Belvedere promised to pay him
for endorsing Sobieski in the U.S., Dow Jones says, citing a
court-appointed administrator of the troubled company.  Frederic
Abitbol, the administrator, said Mr. Willis is almost certain to
lose most of the 2.6% he owns in Belvedere, Dow Jones notes.

Belvedere, which recorded a net loss of EUR54.8 million on
revenue of EUR911 million last year, said it wasn't able to pay
the EUR20 million it owed Mr. Willis after its share price fell,
Dow Jones relates.  The company declined to say what price
triggered the lump-sum payment clause, Dow Jones discloses.

The actor began endorsing Sobieski, a Polish brand of vodka, in
2009, Dow Jones recounts.

Dow Jones notes that while Sobieski prospered, Belvedere, which
had already filed for creditor protection when Mr. Willis got
involved, struggled with a huge debt pile stemming from the ill-
timed acquisition of larger French rival Marie Brizard & Roger
International in 2006.

Mr. Abitbol, as cited by Dow Jones, said that under the proposed
debt-rescheduling arrangement, Mr. Willis will be offered the
choice of receiving a third of EUR20 million now or spread
payment of the amount over seven years.

Bondholders, for their part, could get as much as 87% of the
company if they agree to forgo EUR574 million in bonds,
potentially diluting Mr. Willis's stake to an infinitesimal
amount, according to Dow Jones.

Belvedere SA -- http://www.belvedere.fr/-- is a France-based
company engaged in the production and distribution of beverages.
The Company's range of products includes vodka and spirits,
wines, and other beverages, under such brands as Sobieski,
William Peel, Marie Brizard, Danzka and others.  Belvedere SA
operates through its subsidiaries, including Belvedere Czeska,
Belvedere Scandinavia, Belvedere Baltic, Belvedere Capital
Management, Sobieski SARL and Sobieski USA, among others.  It is
present in a number of countries, such as Poland, Lithuania,
Bulgaria, Denmark, France, Spain, Russia, Ukraine, the United
States and others.  In addition, the Company holds a minority
stake in Abbaye de Talloires, involved in the hotel and wellness
center.



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G R E E C E
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OMEGA NAVIGATION: Files First Amended Joint Plan
------------------------------------------------
BankruptcyData.com reports that Omega Navigation Enterprises
filed with the U.S. Bankruptcy Court a First Amended Joint Plan
of Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "the key components of the
Plan are as follows: payment in full of all Allowed
Administrative Expenses, Priority Tax Claims and Priority Non-Tax
Claims; a new value equity investment of US$2,500,000 or
US$2,600,000 (depending on the circumstances), and replacement of
the Old Senior Facilities Agreement with the New Facilities
Agreement, which will include a Working Capital Tranche of up to
US$7,500,000 to be used for Working Capital Purposes, all of
which will provide the Debtors with critical cash to operate
their business after the Effective Date; the opportunity for
Junior Lenders (if they accept the Plan) and Holders of Allowed
General Unsecured Claims to participate in a Rights Offering at
the same price as the new value equity investment; as to (and
only as to) each Holder of an Allowed General Unsecured Claim who
accepts the Plan and is in a Class that accepts the Plan, the
payment to such Holder of its Pro Rata share of US$300,000; and
the pursuit of the Consensual Wind-Down as to the Vessels in the
event a Consensual Wind-Down Trigger occurs, including the
failure of the Plan to be confirmed by November [16], 2012 or the
failure of the Plan Effective Date to occur by November [27],
2012 or the failure of the Consummation Date to occur by
December 31, 2012."

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.



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H U N G A R Y
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* HUNGARY: Corporate Liquidations Up 21% in First Half 2012
-----------------------------------------------------------
Trade Magazin reports that credit insurance company Coface
Hungary told MTI on Thursday the number of liquidation procedures
in Hungary rose 21% in the first half from the same period a year
earlier.

According to Trade Magazin, Coface Hungary said that liquidation
procedures were initiated against 3.85% of all companies
registered in Hungary in H1 compared to 3.17% in the same period
a year earlier.

The number of voluntary liquidations fell, but the number of
mandatory liquidations almost tripled during the period, Trade
Magazin notes.

The number of liquidations were highest among business segments
reliant on the domestic market, Trade Magazin says.



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I R E L A N D
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SMURFIT KAPPA: Moody's Rates EUR200-Mil. Sr. Secured Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Smurfit
Kappa Group's (SKG) proposed Senior Secured Floating Rate Notes
of EUR200 million, to be issued by Smurfit Kappa Acquisitions, an
indirect subsidiary of Smurfit Kappa Group plc. The notes mature
in 2020. The Ba2 corporate family rating (CFR) remains unchanged.

The proceeds from the proposed issuance will be used for a
prepayment of part of the group's Senior Credit Facility as well
as transaction related fees and expenses. Moody's expects debt
repayments of approximately EUR192 million of Term loans B and C.

Ratings Rationale

The assignment of a Ba2 rating to the group's new Senior Secured
Notes mirrors the pari passu rank with the existing senior
secured notes and is line with Moody's Loss Given Default
Methodology.

The group's Ba2 CFR reflects SKG's solid operating performance
over the last quarters, moderately ahead of Moody's expectation
earlier this year. Resilient corrugated box pricing and fairly
stable volumes in the group's European stronghold resulted in
stable topline and operating profitability in the first half of
2012, which is expected to continue through the second half of
2012. This, together with benefits from a wider refinancing
exercise including sustainable debt reduction implemented earlier
in the year, enabled SKG to post credit metrics well in line with
its current Ba2 rating, such as its leverage in terms of
Debt/EBITDA below 4x and with retained cash flow to debt
comfortably in the mid teen percentages. Stable operating
profitability should enable SKG to generate sizeable free cash
flows over the coming quarters despite the reinstatement of
dividend payments earlier in the year absent material capex
projects and should support further gradual improvements in the
group's financial profile over time.

The stable outlook reflects Moody's assumption of Smurfit Kappa
being able to sustain current profitability levels despite the
challenging macroeconomic environment in Europe due to its
integrated business model and a sizeable exposure to the
defensive food and beverage industry. It also reflects Moody's
expectation of free cash flow generated to be applied for a
further gradual reduction in net debt that should enable SKG over
time to create further headroom in its rating category, absent
any material debt funded acquisitions or capex projects.

Positive rating pressure could develop if market conditions were
to support improvements in leverage (as adjusted by Moody's)
falling to below 3.5x on a sustained basis with RCF/ debt
improving towards 20%.

Negative rating pressure could build if leverage (as adjusted by
Moody's) moves to materially above 4x Debt/EBITDA on a
sustainable basis or RCF/ debt falls to the low teens, or if SKG
would be unable to generate positive free cash flows. Also, a
large debt-financed acquisition or material increases in
shareholder distributions could negatively impact the company's
rating given current macroeconomic uncertainties.

The principal methodology used in rating Smurfit Kappa
Acquisitions was the Global Paper and Forest Products Industry
Methodology published in September 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.

Smurfit Kappa Group plc is Europe's leading manufacturer of
containerboard and corrugated containers as well as specialty
packaging, such as, for example, bag-in-box packaging of liquids
like water and wine. The group holds also the leading position
for its major product lines in Latin America. SKG reported EUR7.4
billion of revenues in the last twelve months ending June 2012.


SMURFIT KAPPA: Fitch Affirms 'BB' LT Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned Smurfit Kappa Group's (SKG)
prospective 2020 senior secured floating rate notes, to be issued
by Smurfit Kappa Acquisitions an expected rating of 'BB+(EXP)'.
The final rating is contingent on the receipt of final documents
conforming to information already received.

The EUR200 million and US$300 million Smurfit Kappa
Acquisitions's notes' rating due 2018 has been confirmed at
'BB+', following the receipt of the final documentation.

The agency has also affirmed SKG's Long-term foreign currency
Issuer Default Rating (IDR) at 'BB', with a Stable Outlook, and
the following SKG-related entities' ratings:

  -- Smurfit Kappa Acquisitions' senior secured credit facility
     affirmed at 'BB+'

  -- Smurfit Kappa Acquisitions' guaranteed senior secured notes
     affirmed at 'BB+'

  -- Smurfit Kappa Treasury Funding's senior secured notes due
     2025 affirmed at 'BB+'

SKG is refinancing part of its senior credit facility with the
offering of a new EUR200m senior secured floating-rate bond, with
an eight-year tenor.  The new notes will be issued by the
financial subsidiary Smurfit Kappa Acquisitions and will rank
pari passu with the existing senior credit facility, senior
secured notes (due in 2017, 2018 and 2019) and the US Yankee bond
due in 2025, sharing the same guarantees and collateral.

The new issue will be neutral in term of gross and net leverage,
as the proceeds of the EUR200 million will be almost entirely
used to pre-pay EUR96 million of each of tranche B and C of the
senior credit facility, maturing in 2016 and 2017 respectively.
The new issue will further improve SKG's average debt duration
and maturity profile.

The affirmation of SKG's ratings and Stable Outlook reflect its
healthy performance in H112, with a continuous improvement in
credit metrics and leverage ratios despite the unfavorable
macroeconomic environment.  Fitch expects the corrugated
packaging market to remain weak in H212, but this should have
little impact on the ratings, as SKG's credit metrics have ample
margins within the current rating category.  SGK's ratings are
also supported by its strong liquidity, backed by EUR502m of
unrestricted cash as of end-June 2012 and by a fully undrawn
EUR525m revolving credit facility maturing in 2016.

WHAT COULD TRIGGER A RATING ACTION?
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- The continuation of the current path in debt reduction and
     the improvement in credit metrics could lead to an upgrade.
     In particular, the improvement of funds from operations
     (FFO) adjusted leverage to below 3.5x, maintaining free cash
     flow (FCF)/revenue above 1% and FFO interest coverage above
     3.0x could lead to positive rating action.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- A material deterioration in the operating performance, with
     sustained negative FCF

  -- A re-leveraging of the group, due to either deterioration in
     trading conditions or to M&A activity, with FFO adjusted
     leverage worsening to above 4.5x.


SMURFIT KAPPA: S&P Rates EUR200-Mil. Senior Secured Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to the proposed EUR200 million senior secured floating-rate notes
due 2020 to be issued by Smurfit Kappa Acquisitions
(BB/Stable/--). The issuer is a fully owned subsidiary of
Ireland-based paper and packaging producer Smurfit Kappa Group
PLC (Smurfit; BB/Stable/--). "The recovery rating on the proposed
notes is '3', indicating our expectation of meaningful (50%-70%)
recovery in the event of a payment default," S&P said.

The recovery rating reflects our understanding that Smurfit will
use the proceeds of the proposed notes to partly repay its
existing term loans B and C.

"We understand that the proposed notes will benefit from the same
documentation and security as the existing senior secured notes.
We therefore consider that the proposed notes rank pari passu
with the existing senior secured debt (credit facilities and
notes)," S&P said.


TCS FINANCE: Fitch Rates US$250-Mil. Senior Unsecured LPNs 'B'
--------------------------------------------------------------
Fitch Ratings has assigned TCS Finance Limited's US$250 million
10.75% senior unsecured loan participation notes, due September
18, 2015, a final Long-term rating of 'B' and Recovery Rating of
'RR4'.

TCS Finance Limited, an Ireland-domiciled special purpose
vehicle, will use the proceeds from the notes to finance a loan
to Tinkoff Credit Systems (TCS-bank) and will only pay
noteholders principal and interest received from the bank.  The
notes are also guaranteed by Egidaco Investments Plc, the parent
holding company of TCS Bank.

Terms of the issue include a change of control clause should Mr.
Oleg Tinkov cease to own at least a 50% share of the bank.  Under
the covenants of the loan agreement, negative pledge is limited
by the permitted lien threshold of USD5m and permitted
securitisation threshold of 30% of credit card receivables (by
value).  Sale of assets should not exceed 10% of consolidated
total assets (except NPLs).  Financial covenants include (i)
maintenance of CBR capital adequacy ratio at no less than 13% if
TCS is rated below 'BB-' by Fitch or Ba3 by Moody's, or 12% if
TCS is rated above 'BB-'/Ba3 and (ii) the ratio of exposure to a
single borrower should not exceed 30% of net asset value (NAV,
the group's consolidated assets less consolidated liabilities) or
50% of NAV if the borrower has an investment grade rating.

The notes will rank at least equally with TCS's other senior
unsecured obligations, except those preferred by relevant
legislation.  Under Russian law, the claims of retail depositors
rank above those of other senior unsecured creditors.  At end-
H112, retail deposits accounted for 45% of total liabilities of
TCS according to the bank's local accounts.

TCS is the first and currently only credit card monoline company
in Russia, established in 2006 by Russian businessman Oleg
Tinkov.  A 29% stake was subsequently sold to Goldman Sachs and
Scandinavian private equity fund Vostok-Nafta, while 8% was
purchased by private equity fund managed by Baring Vostok Capital
Partners.  Following rapid growth in 2011-Q112, the bank had a
market share of approximately 6% of credit card receivables at
end-Q112.


ZOO ABS 4: S&P Downgrades Ratings on Two Note Classes to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered and removed from
CreditWatch negative its credit ratings on ZOO ABS 4 PLC's class
A-1R, A-1A, A-1B, A-2, B, C, D, and E notes.

"On March 19, 2012, we placed on CreditWatch negative our ratings
on the class A-1R, A-1A, A-1B, A-2, B, C, D, and E notes in this
transaction. This followed our update to the methodology and
assumptions we use to rate collateralized debt obligations (CDOs)
of structured finance (SF) assets, which became effective on
March 19, 2012," S&P said.

"The rating actions resolve these CreditWatch negative
placements. We have reviewed the transaction's performance since
our previous full review (on July 4, 2011) and have performed a
credit and cash flow analysis using the latest available data
from the trustee report, dated July 30, 2012. We have applied our
2012 CDO of SF criteria and 2009 corporate cash flow CDO
criteria, as well as our 2012 counterparty criteria, which became
effective on May 31, 2012," S&P said.

"The proportion of assets in the collateral pool that we consider
to be rated in the 'CCC' category ('CCC+', 'CCC', or 'CCC-') has
increased since our July 2011 review. At the same time, the
proportion of assets that we consider to be defaulted (rated
'CC', C, 'SD' [selective default], or 'D') has also increased.
The reference collateral pool is concentrated among six
industries and ten countries," S&P said.

Since our July 2011 review, none of the classes of notes have
amortized because the transaction was still in its reinvestment
period, which ended in May 2012.

"We have subjected the transaction's capital structure to our
cash flow analysis, based on the methodology and assumptions
outlined in our 2012 CDO of SF criteria and 2009 corporate cash
flow CDO criteria, to determine the break-even default rate
(BDR). We used the reported collateral pool balance that we
considered to be performing, the principal cash balance, the
current weighted-average spread, and the weighted-average
recovery rates (WARRs) 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.

"Following the application of our 2012 CDO of SF criteria, the
WARR modeled in our cash flow analysis has significantly
decreased at each rating level. For example, the WARR calculated
at the 'AAA' rating level has decreased to 3.25% from 30.29% at
our July 2011 review. This -- combined with various default
patterns and relatively low weighted-average spread to cover
payments on the capital structure -- has reduced the level of
defaults that all rated classes of notes can withstand in our
analysis, which in turn has decreased BDRs for these classes of
notes," S&P said.

"We have determined the scenario default rate (SDR) for each
rated class of notes. We have done this by using Standard &
Poor's CDO Evaluator 6.0.1 model to determine the default rate
expected on the underlying collateral pool at each rating level.
The SDRs at the 'AAA' rating level have increased since our July
2011 review, based on the updated assumptions in our 2012 CDO of
SF criteria and negative ratings migration of the collateral
pool," S&P said.

"We have tested the transaction's capital structure by applying
the largest obligor default test as outlined in our 2012 CDO of
SF criteria. None of our ratings in this transaction are affected
by our evaluation of the supplemental stress test results," S&P
said.

"Following the application of our 2012 CDO of SF criteria, we now
consider the levels of credit enhancement available to all
classes of notes to be commensurate with lower ratings than we
previously assigned. We have therefore lowered and removed from
CreditWatch negative our ratings on the class A-1R, A-1A, A-1B,
A-2, B, C, D, and E notes," S&P said.

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

ZOO ABS 4 is a cash flow mezzanine SF CDO transaction that closed
in April 2007.

           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

ZOO ABS 4 PLC
EUR514.2 Million Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

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



===================
K A Z A K H S T A N
===================


KAZKOMMERTSBANK: Moody's Cuts Subordinated Debt Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service has downgraded Kazkommertsbank's (KKB)
following ratings, due to the sharp increase in negative
pressures on KKB's credit profile:

* Local and foreign-currency deposit ratings to B2 from Ba3;

* Foreign-currency senior unsecured debt rating to Caa1 from B2;

* Foreign-currency subordinated debt rating to Caa2 from B3; and

* Foreign-currency junior subordinated debt rating to Caa3 (hyb)
   from Caa1 (hyb).

At the same time, Moody's downgraded KKB's standalone bank
financial strength rating (BFSR) to E, mapping to caa1 on the
long-term scale, from E+/b2. KKB's debt and deposit ratings carry
a negative outlook, the outlook on the BFSR is stable.

Ratings Rationale

Moody's downgrade of KKB's ratings reflects the sharp increase in
negative pressures on KKB's credit profile, driven by (1) its
weakening liquidity position over the past year, with liquid
assets declining to about 10% of its total assets as of end-H1
2012 from 20% as of end-H1 2011, according to the bank's
unaudited regulatory reports; (2) ongoing deterioration of asset
quality, as problem loans exceeded 45% of the bank's gross loans
as of end-H1 2012 from about 40% at year-end 2011, based on
Moody's estimates; whereas loan loss reserves of 24.9% at end-H1
2012, according to the IFRS report, are unlikely be insufficient
to cover all expected credit losses; and (3) eroding
profitability as the bank would barely break-even in H1 2012 if a
dividend income of KZT8.2 (about US$55 million) representing a
one-off event were to be excluded from its earnings. KKB's
profitability is likely to remain depressed in the medium-term
given the declining earnings (due to stagnant loan growth) and
significant levels of loan-loss provisions that are still needed
to be recognized. Although the bank's total capital adequacy
ratio of 22.3% at year-end 2011, according to its IFRS financial
statements, is significantly above the required minimum of 10%,
KKB's capitalization ratio is likely to weaken materially in the
near-to-medium term once the bank accounts the full extent of its
asset quality problems at a time of diminished earnings.

KKB's ratings also reflect its status of the country's largest
bank. Therefore, Moody's incorporates moderate systemic support
probability in the bank's B2 deposit ratings, which provides two
notches of uplift from KKB's caa1 standalone rating. However,
Moody's does not assume any systemic support in KKB's debt
ratings, which reflects the Kazakh government's track record of
not providing support to debt holders of systemically important
banks in rescue programs.

What Could Move The Ratings Up/Down

KKB's BFSR has limited upside potential in the medium term,
reflected in the negative outlook. However, a change in the
outlook to stable could be prompted by stabilization in the
bank's asset quality, liquidity and profitability.

KKB's rating may be downgraded if its liquidity position, asset
quality trends and capitalization level deteriorate beyond what
is currently anticipated and thus raise concerns about the
sustainability of its franchise without external support.

Principal Methodologies

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Headquartered in Almaty, Kazakhstan, KKB reported total assets
and net income of US$17 billion and US$87.7 million,
respectively, as at end-H1 2012 according to the bank's IFRS
financial statements.



===================
L U X E M B O U R G
===================


ALGECO SCOTSMAN: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
(CFR) to Algeco Scotsman Global S.a.r.l. and ratings of B1 and B3
to the proposed senior secured and senior unsecured notes,
respectively, to be issued by Algeco's indirect wholly-owned
subsidiary Algeco Scotsman Global Finance plc. The outlook for
the ratings is stable.

Ratings Rationale

Algeco's B1 CFR reflects its leading global competitive positions
in the sale and leasing of modular space and portable storage
units. Algeco has achieved significant geographic diversification
and scale in recent years though business acquisitions and
combinations under the sponsorship of TDR Capital (TDR), whose
funds hold a controlling interest in Algeco. In connection with
the proposed notes issuance, TDR will contribute to Algeco its
controlling equity interest in Ausco Holding, an Australia-based
modular space sales and leasing company, resulting in a
consolidated enterprise having a lease fleet numbering
approximately 340,000 units and operations in 37 countries.
Proceeds of the new notes will repay certain Algeco and Ausco
indebtedness, extending the combined firm's debt maturity profile
and reducing leverage (debt/EBITDA), while the contribution of
Ausco will materially increase Algeco's common equity.

The B1 rating incorporates the cyclicality of Algeco's business,
as modular space and storage often fill temporary needs of
customers in such end markets as energy and mining, construction,
manufacturing, and home building, whose activity levels and need
for Algeco's services vary through economic cycles. Algeco also
has higher leverage, less tangible net worth, and lower margins
than certain peers in the business of leasing long-lived
equipment, but it has greater diversification, a broader
operating footprint, and a more differentiated product offering
than competitors in the modular space and storage leasing niche.
Algeco's diversification, together with growing acceptance and
application of modular solutions to a variety of workspace needs,
the favorable return profile of modular space lease assets, and
flexibility with respect to the timing of new capital
expenditures and maintenance expense are stabilizing influences
on the firm's earnings and cash flows. Additionally, Moody's
anticipates that Algeco will realize improved revenue
opportunities and economies of scale with respect to the
acquisition, deployment, and operating costs of unit sales and
leases.

Rating constraints include Algeco's reliance on secured
financing, which encumbers assets and reduces financial
flexibility, as well as its continued high post-transaction
leverage, low tangible net worth, and future debt maturity
concentrations. Moody's also believes that the propensity of TDR
to grow Algeco through acquisition increases execution risk and
could result in sustained high leverage. The potential that
prolonged economic weakness in Europe will pressure Algeco's
utilization rates in key markets, slowing the pace at which the
firm is able to generate cash flows to repay debt and reduce
leverage, is an additional key rating constraint.

The B1 rating of the proposed senior secured notes is based upon
the notes' seniority and size in relation to Algeco's other
indebtedness, as well as to their level of asset coverage via the
mix of first-lien and second-lien senior secured guarantees from
parent Algeco and certain Algeco operating subsidiaries. The B3
rating assigned to the planned senior unsecured notes reflects
their structurally subordinated position with respect to Algeco's
senior secured debt and their relatively weaker level of asset
coverage. Should Algeco permanently reduce leverage through
generation of sustainably improved operating cash flow, the
rating differential between the senior secured notes and the
senior unsecured notes could be reduced by one notch. Similarly,
accumulation of tangible capital and improvement in leverage
resulting from a sustained strengthening of operating performance
could lead to a higher CFR.

Algeco Scotsman Global S.a.r.l. is a global services provider of
modular space and portable storage products with global
headquarters in Baltimore, Maryland.

The methodology used in this rating was Finance Company Global
Rating Methodology published in March 2012.


MELCHIOR CDO I: S&P Lowers Ratings on Two Note Classes to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes in Melchior CDO I S.A.

Specifically, S&P has:

-- raised and removed from CreditWatch negative its ratings on
    the class B-1 and B-2 notes;

-- lowered its ratings on class C-1 and C-2 notes; and

-- affirmed its rating on class D notes.

"On March 19, 2012, we placed on CreditWatch negative our ratings
on the class B-1 and B-2 notes. This followed our update to the
methodology and assumptions we use to rate collateralized debt
obligation (CDOs) of pooled structured finance (SF) assets, which
became effective on March 19, 2012," S&P said.

"The rating actions resolve these CreditWatch negative
placements. They follow our credit and cash flow analysis of the
transaction's performance since our previous review on Feb. 14,
2011, using the latest available data (as of Aug. 24, 2012) from
the monthly trustee report. We have applied our 2012 CDO of
pooled SF criteria, 2009 cash flow CDO criteria, and 2012
counterparty criteria," S&P said.

"Since our previous review, the class A-1 notes have fully
amortized and only 14.60% of the class B-1 and B-2 note balance
remains outstanding. The collateral pool comprises only 12
distinct obligors, which are concentrated in six industries. We
have also observed a decreased proportion of assets in the
collateral pool that we consider to be rated in the 'CCC'
category ('CCC+', 'CCC', or 'CCC-'), and an increased weighted-
average spread. On the other hand, the proportion of assets that
we consider to be defaulted (rated 'CC', 'C', 'SD' [selective
default], or 'D') has increased. Additionally, the collateral
pool has experienced negative ratings migration, with fewer
investment-grade assets than at our previous review," S&P said.

"While the class B-1 and B-2 notes, which are now the most senior
notes in the capital structure, have deleveraged further since
our previous review (thereby increasing credit enhancement levels
available to these classes of notes), there is now no credit
enhancement available to the class C-1, C-2, and D notes," S&P
said.

"All of the notes, except class B, continue to fail their
respective par level tests in the transaction documents, and are
performing worse than at our previous review. The weighted-
average maturity of the collateral pool has reduced further since
our previous review," S&P said.

"We have subjected the transaction's capital structure to our
cash flow analysis, based on the methodology and assumptions
outlined in our 2012 CDO of pooled SF criteria and our 2009 cash
flow CDO criteria, to determine the break-even default rate
(BDR). In our analysis, we used the reported collateral pool
balance that we considered to be performing, the principal cash
balance, the current weighted-average spread, and the weighted-
average recovery rates (WARRs) 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. We also considered assets maturing after
the transaction's legal final maturity date in August 2013," S&P
said.

"Following the application of our 2012 CDO of pooled SF criteria,
the WARR modeled in our cash flow analysis has reduced at each
rating level. For example, the WARR calculated at the 'B' rating
level has reduced to 33.75% from 39.00%, and at the 'CCC' rating
level to 39.00% from 41.75%. This--combined with various default
stresses, further capitalization of the class D notes, and higher
fixed-interest payments on junior notes--has reduced the level of
defaults that class C-1, C-2, and D notes can withstand in our
analysis, which in turn has decreased the BDRs for these classes
of notes," S&P said.

With higher credit enhancement levels available to the class B-1
and B-2 notes, the BDRs have increased for these classes of
notes.

"We have determined the scenario default rate (SDR) for each
rated class of notes. We have done this by using Standard &
Poor's CDO Evaluator 6.0.1 model to determine the default rate
expected on the underlying collateral pool at each rating level,
based on the updated assumptions in our 2012 CDO of pooled SF
criteria and negative ratings migration of the collateral pool.
We then compared these with the respective BDRs for each class of
notes," S&P said.

"As part of our analysis, we tested the capital structure by
applying the largest obligor default test, as outlined in our
2012 CDO of pooled SF criteria. Our ratings on the class B-1 and
B-2 notes are not affected by our evaluation of the supplemental
stress test results. For the class C-1, C-2, and D notes, there
is no credit enhancement available to withstand specified
combinations of underlying asset defaults based on the ratings on
the underlying assets," S&P said.

"Following the application of our 2012 CDO of pooled SF criteria,
and when considering the smaller collateral pool balance and
credit quality deterioration, the credit enhancement levels
available to the class C-1 and C-2 are not longer commensurate
with our previous ratings. Hence, we have lowered to 'CC (sf)'
from 'CCC- (sf)' our ratings on the class C-1 and C-2 notes. We
have affirmed our 'CC (sf)' rating on the class D notes because
they continue to have no credit enhancement," S&P said.

"With the deleveraging of the class B-1 and B-2 notes, and given
their current position at the top of the capital structure, we
consider that the credit enhancement levels available to these
classes of notes are commensurate with higher ratings than we
previously assigned. We have therefore raised to 'BB+ (sf)' from
'B (sf)' and removed from CreditWatch negative our ratings on the
class B-1 and B-2 notes," S&P said.

"We have analyzed the transaction's counterparty risk exposure,
and concluded that it is currently sufficiently limited so as not
to affect our ratings," S&P said.

Melchior CDO I is a cash flow corporate bond collateralized bond
obligation (CBO) transaction that closed in July 2001.

           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

Melchior CDO I S.A.
EUR404 Million Fixed- And Floating-Rate Notes, and Subordinated
And Combination
Notes

Ratings Raised and Removed From CreditWatch Negative

B-1           BB+ (sf)          B (sf)/Watch Neg
B-2           BB+ (sf)          B (sf)/Watch Neg

Ratings Lowered

C-1           CC (sf)           CCC- (sf)
C-2           CC (sf)           CCC- (sf)

Rating Affirmed

D             CC (sf)



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


LEOPARD CLO I: S&P Cuts Ratings on Two Classes of Notes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes in Leopard CLO I B.V.

Specifically, S&P has:

-- raised its rating on the class B notes;

-- lowered its ratings on the class D-1 and D-2 notes; and

-- affirmed its ratings on the A, C, E-1, and E-2 notes.

Leopard CLO I, is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to speculative-grade
corporate firms. The transaction closed in January 2003 and is
managed by M&G Investment Management Ltd.

"The rating actions follow our assessment of the transaction's
performance. We used data from the trustee report (dated Aug. 1,
2012), performed our credit and cash flow analysis, and took into
account recent transaction developments. We have also applied our
2012 counterparty criteria and our September 2009 cash flow
collateralized debt obligation (CDO) criteria," S&P said.

"From our analysis, we have observed an increase in the
proportion of assets that we consider to be rated in the 'CCC'
category ('CCC+', 'CCC', and 'CCC-') and defaulted assets (rated
'CC', 'C', 'SD' [selective default], or 'D') in the collateral
pool, since we previously performed a full review of this
transaction in June 2011. The collateral pool has experienced a
small degree of negative rating migration compared with our June
2011 review," S&P said.

"The observed increase in defaults and the decreased collateral
balance have resulted in lower credit enhancement levels for the
class E-1 and E-2 notes, compared with our June 2011 review. With
further deleveraging of the class A notes (post reinvestment
period, which ended in 2008), the credit enhancement levels have
increased for the class A, B, and C notes. The portfolio also
benefits from a shorter weighted-average life and a higher
weighted-average spread since our June 2011 review," S&P said.

"The trustee report shows that the class E par value test is
failing to meet the required trigger under the transaction
documents, which was passing at our June 2011 review. All other
par value tests continue to comply with the required triggers,"
S&P said.

"We factored in the above observations and subjected the capital
structure to our cash flow analysis, based on the methodology and
assumptions outlined in our September 2009 cash flow CDO
criteria, to determine the break-even default rate (BDR). We used
the reported portfolio balance that we considered to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that we
considered to be appropriate. We incorporated various cash flow
stress scenarios using various default patterns, levels, and
timings for each liability rating category, in conjunction with
different interest rate stress scenarios," S&P said.

"At the same time, we conducted our credit analysis to determine
the scenario default rate (SDR), which used Standard & Poor's CDO
Evaluator to determine the default rate expected on a defined
portfolio at each rating level, and which we then compared with
its respective BDR," S&P said.

"Taking into account our credit and cash flow analysis, we
consider the level of credit enhancement available to the class B
notes in this transaction to be commensurate with higher ratings
then we previously assigned. We have therefore raised our rating
on this class of notes," S&P said.

"We consider the levels of credit enhancement available to the
class A, C, E-1, and E-2 notes in this transaction to be
commensurate with their current ratings. We have therefore
affirmed our ratings on these classes of notes," S&P said.

"We have lowered our ratings on the class D-1 and D-2 notes
following the application of our largest obligor default test, a
supplemental stress test that we introduced in our 2009 criteria
update that is intended to address both event risk and model risk
that may be present in the transaction. Our ratings on these
classes of notes are constrained by the application of this test,
even though the results of our cash flow analysis showed that
these notes were passing at higher ratings," S&P said.

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

Leopard CLO I B.V.
EUR317.05 Million Asset-Backed Fixed- and Floating-Rate Notes

Rating Raised

B           AAA (sf)       AA (sf)

Ratings Lowered

D-1         B- (sf)        B (sf)
D-2         B- (sf)        B (sf)

Ratings Affirmed

A           AAA (sf)
C           BB+ (sf)
E-1         CCC- (sf)
E-2         CCC- (sf)


ODEON ABS: S&P Lowers Rating on Class A-2 Notes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on OdeonABS 2007-1 B.V.'s
class A-1 and A-2 notes. "At the same time, we have affirmed our
ratings on the class A-3 and B notes," S&P said.

"The rating actions follow our assessment of the transaction's
performance since our previous review on April 19, 2011, and the
application of our updated criteria for collateralized debt
obligations (CDOs) of pooled structured finance assets," S&P
said.

"We have performed our credit and cash flow analysis using the
available data at the time of our analysis from the trustee
report dated July 31, 2012. We have also applied our 2012
counterparty criteria," S&P said.

"On March 19, 2012, we placed on CreditWatch negative our ratings
on the class A-1 and A-2 notes in this transaction following our
update to the criteria that we use to rate CDOs of structured
finance assets, which became effective on March 19, 2012," S&P
said.

"Since our April 2011 review, we have observed further negative
rating migration in the pool. The proportion of assets that we
consider to be rated in the 'CCC' category ('CCC+', 'CCC', and
'CCC-') continue to be high at 12.82%," S&P said.

"Since our April 2011 review, the class X notes have fully
amortized. However, further capitalization of interest (unpaid
interest) on the class A-3 and B deferrable notes has increased
the outstanding balance on these classes of notes," S&P said.

The portfolio is concentrated among five industries and nine
countries. The class A-2 and A-3 notes continue to breach the
required triggers for the overcollateralization tests as set out
in the transaction documents.

"We subjected the capital structure to our cash flow analysis,
based on the methodology and assumptions outlined in our CDO of
structured finance assets criteria and our criteria for corporate
cash flow CDOs to determine the break-even default rate. We used
the reported portfolio balance that we considered to be
performing, the principal cash balance, the current weighted-
average spread (WAS), and the weighted-average recovery rates
(WARRs) 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.

"In applying our revised corporate cash flow CDO criteria, we
note that the WARRs (at each rating category) modeled in our cash
flow modeling has significantly decreased. For example, the WARR
calculated at the 'AAA' rating level decreases to 17% from 47%.
This, combined with various default patterns (based on our
criteria) and relatively low WAS to cover payments on the capital
structure has led to a reduction in the level of defaults that
all rated classes of notes can withstand, thus resulting in a
fall in BDRs," S&P said.

"We also determined the scenario default rate (SDR) for each
rated class of notes, which uses Standard & Poor's CDO Evaluator
6.0 model to determine the default rate expected on the
underlying portfolio at each rating level. The SDRs at the 'AAA'
rating level have increased since our April 2011 review, due to
our updated assumptions contained in our CDO of structured
finance assets criteria and negative rating migration of the
pool," S&P said.

"As part of our analysis, we tested the capital structure by
applying the largest obligor default test as outlined in our
criteria. Our evaluation of the results indicates that none of 's
rating actions on the notes are affected by our supplemental
stress tests," S&P said.

"In our view, the application of our revised criteria, combined
with the deterioration in the credit quality of the underlying
portfolio, has affected the level of credit enhancement available
to all classes of notes," S&P said.

"We have lowered and removed from CreditWatch negative our
ratings on the class A-1 and A-2 notes because the level of
credit enhancement available to these notes has decreased. At the
same time, we have affirmed our 'CCC- (sf)' rating on the class
A-3 notes because the level of credit enhancement available to
this class of note is still commensurate with this rating level.
We have also affirmed our 'CC (sf)' rating on the class B notes
because no credit enhancement is available to this class of
notes, which was also the case in our April 2011 review," S&P
said.

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

Odeon ABS 2007-1 is a cash flow mezzanine structured finance CDO
of asset-backed securities (ABS) transaction that closed in July
2007.

           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

Odeon ABS 2007-1 B.V.
EUR76. 805 Million Floating-Rate and Deferrable Floating-Rate
Notes

Class                   Rating
             To                    From

Ratings Lowered and Removed From CreditWatch Negative

A-1          CCC+ (sf)             BB+ (sf)/Watch Neg
A-2          CCC- (sf)             B (sf)/Watch Neg

Ratings Affirmed

A-3          CCC- (sf)
B            CC (sf)


PHANOS: Owes More Than EUR400 Million to Creditors
--------------------------------------------------
According to Bloomberg News' Martijn van der Starre, Het
Financieele Dagblad, citing caretaker Cees de Jong, reported on
Tuesday that Phanos had more than EUR400 million debt.

ABN Amro has a EUR220 million claim, Bloomberg discloses.  SNS
Bank also has a EUR80 million claim while Rabobank has a EUR45
million claim, Bloomberg notes.

Mr. De Jong said that all parties will have to give up part of
claim, Bloomberg relates.

Phanos is a Dutch property investment company.



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


* PORTUGAL: Moody's Says RMBS Performance Worsens in July 2012
--------------------------------------------------------------
The performance of Moody's-rated Portuguese residential mortgage-
backed securities (RMBS) deals deteriorated slightly in the
three-month period to July 2012, according to the latest indices
published by Moody's Investors Service.

Outstanding defaults (360+ days overdue, up to write-off)
increased slightly to 1.48% over the current balance in July,
from 1.38% in April. Weighted average cumulative losses (defined
as the difference between the cumulative written-off amounts and
cumulative recoveries when the realised losses are not
available), increased marginally to 0.78% of the original balance
in July 2012, from 0.74% in April 2012. On a year-on-year basis,
outstanding defaults and cumulative losses decreased 14.11% and
3.82%, respectively, as at July 2012. However, 60+ and 90+ day
delinquencies rose to 1.90% and 1.34%, respectively, in July 2012
from 1.57% and 1.08% in July 2011, representing a year-on-year
increase of 21.16% and 24.70%. The prepayment rate continued its
downward trend, falling to 1.51% as of July 2012 from 2.65% 12-
months earlier.

Most Portuguese RMBS transactions benefit from a provisioning
mechanism, whereby excess spread is captured to provide for
future losses on highly delinquent loans, before the losses are
actually realised. When excess spread is not sufficient for
provisioning, the reserve fund is drawn. At the end of July 2012,
the reserve funds in seven transactions were below their target
levels.

Moody's outlook for Portuguese RMBS collateral performance is
negative (see "European ABS and RMBS Outlooks: June 2012 Update",
June 2012). Moody's expects that the Portuguese economy will
remain in recession in 2012, with GDP declining 3.3% in 2012.
Portuguese household borrowers' disposable income will fall as
taxes and unemployment rise. Moody's expects that the
unemployment rate will rise to 15.4% in 2012 from 13.0% in 2011.

On September 11, 2012 Moody's downgraded to Baa3(sf) the ratings
of 38 securities across 25 Portuguese RMBS. Moody's also placed
on review for downgrade the ratings of 81 securities (senior and
subordinated notes) affecting 27 Portuguese RMBS transactions.
This downgrade action followed Moody's decision to adjust the
Portuguese country ceiling to Baa3 on September 5, 2012
(http://www.moodys.com/research/Moodys-adjusts-Portugals-country-
ceilings-to-Baa3--PR_254548 ). The main driver for the rating
review placements is Moody's intention to reassess credit
enhancement adequacy for each of the rated notes, to reflect the
increased risk of economic and financial instability.

Overall, Moody's has rated 32 Portuguese RMBS transactions since
2001, of which 27 are outstanding, with a total outstanding pool
balance of EUR20.41 billion as of August 2012.

Link to excel file:
http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF298367



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


HIDROELECTRICA SA: Oltchim Plant to Enter Insolvency
----------------------------------------------------
Romanian Business News-ACTMedia reports that Oltchim chemical
plant will enter insolvency no matter the result of the
privatization tender to be held next week, Remus Borza, the
representative of Euro Insol, the judicial manager of
Hidroelectrica SA, said on Friday.

"I believe the strategic investor will opt for this procedure,
the only way to get rid of certain toxic assets dragging down
this state-run company," Remus Borza told the first assembly of
Hidroelectrica's creditors, ACTMedia relays.

According to the news agency, OPSPI leader Remus Vulpescu said
the Office of State Assets and Industry Privatization (OPSPI)
hopes to get three serious offers for the privatization of
Oltchim plant by Monday noon.

"We do not write off and we even hope one of them to come from a
giant Russian company. Generally, we would rather have a major
investor from Russia as this is a country with plenty of
resources and large amounts of fossil fuel. This is a state that
can provide crude oil to Arpechim refinery and to other
refineries in Romania and that would help Oltchim so much. Of
course it would help the investors as well, as Romania has the
necessary industrial capacity to capitalize on such investment,"
the report quotes Mr. Vulpescu as saying.

The report notes that the tender book for Oltchim privatization
was purchased by 13 companies and the tender offer will take
place on September 18.

As reported by the Troubled Company Reporter-Europe on June 22,
2012, Bloomberg News reported that a Romanian court approved the
insolvency of Hidroelectica SA as the company looks to reorganize
itself.

Hidroelectrica SA is a Romanian state-owned hydropower producer.


ROMEXPO: Bucharest Court Halts Insolvency Proceedings
-----------------------------------------------------
SeeNews reports that Romexpo said on Wednesday a Bucharest court
ruled as groundless the insolvency request filed against it by
local company Arsenoaiei and Matasel Consulting.

In May, a court in the Romanian capital Bucharest declared
Romexpo insolvent over a RON404.5 million (US$117.3 million/
EUR90 million) debt owed to Arsenoaiei si Matasel Consulting, but
Romexpo appealed the decision.

Romexpo said in a statement that the company has paid RON444.5
million to Arsenoaiei si Matasel Consulting so far, including
penalties.

Romexpo is a Romanian exhibition center company.



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


BBVA RMB: S&P Raises Rating on Class C Notes From 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in two of Banco Bilbao Vizcaya Argentaria S.A.'s (BBVA)
Spanish residential mortgage-backed securities (RMBS) series.

Specifically, S&P:

-- lowered to 'A- (sf)' from 'A (sf)' its rating on BBVA RMBS 5,
    Fondo de Titulizacion de Activos' (BBVA RMBS 5) class A
    notes;

-- raised its ratings on BBVA RMBS 5's class B and C notes; and

-- lowered and removed from CreditWatch negative its rating on
    the BBVA RMBS 9, Fondo de Titulización de Activos' (BBVA RMBS
    9) notes. The notes were placed on Creditwatch negative on
    May 8, 2012.

"Each transaction securitizes a portfolio of secured, 'flexible'
loans to individuals resident in Spain for the acquisition of
residential properties. A 'flexible' loan is defined as one for
which the maturity can be modified, installments can be deferred,
a final balloon payment may be defined, or the interest rate can
change from a floating to a fixed rate during three years. BBVA
originated the loans and is the servicer, bank account provider,
paying agent, and swap provider in both portfolios," S&P said.

As with other Spanish transactions, interest and principal are
combined into a single priority of payments.

"After our 2012 counterparty criteria came into effect, the
issuer modified the documentation for both transactions," S&P
said.

                          BBVA RMBS 5

"On May 6, 2011, the transaction was restructured and the
required amount of the reserve fund was increased by EUR271.91
million, to EUR413.91 million from EUR142.00 million. On the
latest payment date in June 2012, the cash reserve represented
7.13% of the initial balance of the notes. While it was not at
the required level defined in the documents (8.28% of the initial
balance of the notes), the level of credit enhancement was still
much higher than that at closing," S&P said.

"The class B and C notes benefit from the increased size of the
reserve fund. The level of credit enhancement available to the
class B notes is 2.75 times higher than at closing, while the
level of credit enhancement available to the class C notes has
increased 3.5 times over the same period. This enabled both
classes of notes to support a higher rating. We have therefore
raised our ratings on the class B and C notes," S&P said.

"Delinquency levels in the portfolio backing this transaction
have stabilized over the past two years. During the past year,
arrears of 180+ days up to default have increased by only 39
basis points (bps) over the outstanding balance of the pool. The
cumulative defaults as of the latest payment date were 2.82% over
the initial balance of the pool. If defaults continue to rise at
the same rate for the next year, the transaction will not hit its
deferral-of-interest triggers over that period (the deferral-of-
interest trigger on the class C notes is defined as 10% over the
initial balance)," S&P said.

"We lowered to 'A- (sf)' from 'A (sf)' our rating on the class A
notes, even though performance has been fairly stable for the
past year and the reserve fund has increased in size
considerably, because of the notes' counterparty exposure.
Although the issuer amended the transaction documentation, under
our 2012 counterparty criteria, the remedy actions at the
issuer's disposal for the class A notes support a maximum rating
of 'A- (sf)'," S&P said.

                          BBVA RMBS 9

"The transaction closed in April 2010 and has a very low level of
arrears--the maximum level of total arrears was 1.24%, in March
2012. Cumulative defaults only represent 0.06% of the initial
balance of the pool. The level of credit enhancement available to
the notes in itself would support a higher rating and we consider
transaction performance to be good, based on the low level of
arrears and cumulative defaults," S&P said.

"However, we have lowered our rating on the notes because, under
our 2012 counterparty criteria, the amendments to the transaction
documents indicate that the remedy actions at the issuer's
disposal support a maximum rating of 'A- (sf)'," 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

BBVA RMBS 5, Fondo de Titulización de Activos
EUR5 Billion Mortgage-Backed Floating-Rate Notes

Rating Lowered

A            A- (sf)          A (sf)

Ratings Raised

B            A- (sf)          BBB- (sf)
C            BBB (sf)         BB (sf)

BBVA RMBS 9, Fondo de Titulizacion de Activos
EUR1.3 Billion Mortgage-Backed Floating-Rate Notes

Rating Lowered and Removed From CreditWatch Negative

Notes        A- (sf)          AA+ (sf)/Watch Neg


* SPAIN: Moody's Says RMBS Market Performance Worsens in July
-------------------------------------------------------------
The performance of the Spanish residential mortgage-backed
securities (RMBS) market worsened in the three-month period
leading up to July 2012, according to the latest indices
published by Moody's Investors Service.

Moody's index of cumulative defaults increased to 2.67% of the
original balance in July 2012, from 2.42% in April 2012. In July
2012, 60+ day delinquencies increased to 2.93% of the current
balance, up from 2.43% in April 2012; while 90+ day delinquencies
rose to 1.89% of the current balance from 1.48% in the same
period.

The reserve funds of 61 transactions are currently below their
target levels, of which 14 are fully drawn down. Eleven deals
have breached their interest deferral triggers, affecting 17
tranches. Moody's also notes that the annualized constant
prepayment rate (CPR) decreased marginally to 3.63% in July 2012
down from 3.66% in April 2012, notably lower than the CPRs
recorded prior to 2008 which were over 10%.

Overall, Moody's currently rates 196 transactions in the Spanish
RMBS market, with a total outstanding pool balance of EUR108.5
billion as of August 2012. In the five month period from March
2012 to August 2012, 11 Spanish RMBS, most of them retained by
the originator, were early amortized.

The rating agency's outlook for Spanish RMBS remains negative.
The Spanish economy is in recession and will contract 1.7% in
2012, after having grown only 0.7% in 2011. The unemployment rate
will rise to 24.3% in 2012 from 21.7% in 2011. Mortgage
delinquencies will rise as more borrowers lose their jobs. House
prices will continue to fall in 2012 because the supply of
housing outweighs demand. Falling house prices will increase
losses on foreclosed properties.

On June 5, 2012, Moody's placed on review for downgrade RMBS that
have a strong indirect linkage to the Spanish banks that the
rating agency downgraded on May 17, 2012. Moody's is monitoring
the implementation of the various protection mechanisms designed
to reduce credit linkage. If the transaction parties fail to
implement effective protection mechanism in a timely fashion,
these affected securities will likely suffer a multi-notch
downgrade.

On June 8, 2012, Moody's placed on review for downgrade its
ratings on 29 tranches in 18 Spanish RMBS following the release
of its updated methodology for rating EMEA RMBS transactions.

On July 2, 2012, Moody's placed or maintained on review for
downgrade the ratings of most Spanish RMBS after lowering to A3
the Spanish country ceiling, which signifies the maximum rating
that Moody's will assign to a domestic issuer. The increased risk
of severe financial and economic dislocation implied by the
weakening of the Spanish government's creditworthiness prompted
the lowering of the country ceiling.

For a full list of tranches on review, see Appendix 4 of the
indices report at http://is.gd/vzofH3



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


EXPERT: Files for Bankruptcy Afters Years of Losses
---------------------------------------------------
The Local reports that Expert filed for bankruptcy on Wednesday
after cash injections by the owners and strict austerity measures
failed to save the company's finances following several years of
losses.

The bankruptcy directly affects 817 employees at the company's
Swedish head office and in 73 of the company-owned stores, the
Local discloses.  The Swedish franchise-owners are not included
in the bankruptcy but are indirectly affected by the process, the
Local notes.

Expert Sweden AB has 136 stores across the country, of which 73
are owned by the company and 63 by owned by franchisers.  The
company is one of the largest retailers on the market and has an
annual turnover of SEK2.8 billion (US$428 million), according to
the Local.

Customers who have purchased goods in the company-owned stores
will also be affected by the bankruptcy, the Local says.

Expert is a Swedish home electronics chain.


PANAXIA: Swedish Retailers Face Closure Following Bankruptcy
------------------------------------------------------------
The Local reports that several Swedish retailers face closing
down after hundreds of millions of kronor have disappeared in
connection with the bankruptcy of Panaxia, responsible for
transferring their takings.

According to The Local, Robert Dimmlich, the CEO of Swedish Gas
Retailers Federation (Svensk Bensinhandel), said that 25% of
their members, some 250 companies, have been using Panaxia.  The
federation believes that several companies will have to file for
bankruptcy, The Local relates.

Mr. Dimmlich, as cited by The Local, said that at least ten of
the gas stations are considering filing for bankruptcy in the
near future.

Panaxia filed for bankruptcy in the beginning of September, The
Local recounts.  The company had struggled to keep afloat after
two top managers were charged for fraud and the company had made
a loss of quarter of a billion kronor, The Local relates.
Despite efforts to keep the company running, the board filed for
bankruptcy on Sept. 5, The Local notes.

According to The Local, two days after the bankruptcy, Panaxia's
board contacted the Economic Crime Authority
(Ekobrottsmyndigheten), said that large sums of money seemed to
have disappeared from a company account.

Panaxia, which was responsible for picking up cash from the shop
and paying it into the retailers account, picked up SEK1,062,000
on Sept. 5, the day the company filed for bankruptcy, the Local
discloses.  The money was never transferred, The Local says.

Panaxia is a Swedish secure cash transport firm.



===========
T U R K E Y
===========


GLOBAL YATIRIM: Fitch Affirms 'B-' Longterm Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Turkey-based Global Yatirim Holding
A.S.'s (Global) Long-term foreign and local currency Issuer
Default Ratings (IDR) at 'B-'.  The Outlook is Stable.

The agency has also assigned a 'B-' rating to Global's US$40
million exchange issue of 11%, maturing in 2017.  Fitch notes
that Global owns US$26.8 million of the outstanding amount.  The
senior unsecured debt has a Recovery Rating of 'RR4'.  The notes'
senior unsecured rating is in line with that of Global's Long-
term foreign currency Issuer Default Rating of 'B-' and Fitch
notes that it ranks junior to operating company debt.  The final
ratings on the notes follows a review of the final terms and
conditions, which conform to information already received when
Fitch assigned the expected ratings on December 20, 2011.

Global's ratings reflect the limited and subordinated cash flows
from the parent company's port subsidiary, given the latter's own
borrowings, a cash sweep mechanism at the ports level, and the
limited prospects for significant dividend flows in the mid-term
due to planned investments.  Global relied mainly on asset sales
and capital gains to service its obligations historically rather
than dividends.  The company received dividends from the ports
business for the first time in 2011 but Fitch will monitor the
company's ability to generate a sustainable dividend flow.  Fitch
believes that this, together with management's private equity-
type strategy is reflective of a 'B-' rating level.  The ports
business' stand-alone credit profile would justify a higher
rating than the holding company.

The Stable Outlook reflects Global Ports' free cash flow
generation capability and the potential for some dividends from
this business over the long term.  The ports business remains the
group's cash cow with double-digit revenue growth expected in
FY12-13 and EBITDA margins in excess of 60% based on the agency's
conservative forecasts.  Global Ports remains by far the largest
EBITDA generator in the group, contributing 100% of Fitch
calculated group EBITDA at H112.

Fitch notes that Global Ports may be evaluating new opportunities
in Turkey and abroad after a strategic partner is added as a
minority shareholder.  The company's management remains
optimistic that dividend income from the ports would be
substantial in the upcoming years (accumulated dividends of
US$14.5 million at FY11 and US$36-US$40 million expectation at
FY13) and has stated that any prospective investment would be
made in cash generating assets that would be able to distribute
dividends within a short time frame.

At the current rating, Fitch expects the company to maintain
adequate liquidity at the holding company level, after the sale
of Energaz, despite the redemption of the US$100 million eurobond
in July 2012.  The agency's forecasts anticipate that some of
this cash may be used as equity in Global Ports or energy
subsidiaries to be channeled to new investments.  The company's
current liquidity is better than it has been historically as the
debt maturity profile is long-term, mainly concentrated in 2016-
17, with the exception of TRY52.6 million under the real estate
business that needs refinancing in 2013-14.

What Could Trigger A Rating Action?

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

  -- Re-leveraging over the mid-term, for example driven by
     investment needs for new projects and / or a drop in
     liquidity at the holding company level in comparison to debt
     repayments and cash interest expenses

Positive: Given the limited dividend flow from the company's
ports business based on the agency's conservative forecasts and
the company management's appetite for new investments, an upgrade
is currently deemed unlikely.  However, future developments that
may, individually or collectively, lead to positive rating action
include:

  -- A proven track record of meaningful dividends from the ports
     business
  -- More clarity on the business profile of the holding company
  -- Improved operating cash flows at operating subsidiaries



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


DIXONS RETAIL: Fitch Affirms 'B' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has revised UK-based electrical retailer Dixons
Retail plc's Outlook to Stable from Negative.  The agency has
affirmed Dixons' Long-term and Short-term Issuer Default Ratings
(IDR) at 'B' and its senior unsecured rating at 'B+' with a
Recovery Rating of 'RR3'.

The Stable Outlook reflects the improvement in Dixons' operating
trends, market position in its core markets and liquidity
profile.

Dixons continues to benefit from its Renewal and Transformation
program. Its like-for-like (LFL) sales trend has been positive
despite a difficult trading environment in the UK & Ireland.
Dixons' performance was also boosted from a summer of sporting
events with the UK & Ireland's LFL sales up 7% for Q113 (12 weeks
ended 21 July 2012) and 13% in Northern Europe.

The recent consolidation in the electrical industry in the UK,
including the closure of 11 Best Buy stores ('BB'/Rating Watch
Negative) and the disposal of Comet (owned by Darty, formerly
known as Kesa, unrated), has helped to create a marginally more
favorable competitive environment for Dixons.  In the Nordics,
there were a number of significant exits in the independent
sector. Overall, Dixons is in a much stronger position than a few
years ago.

On September 12, 2012, Dixons successfully issued new GBP150m
8.75% notes due 2017.  These new notes are issued on an unsecured
basis and rank pari passu with existing senior unsecured debt
instruments.  Dixons will use the proceeds from this new issuance
to repurchase up to GBP50m of its outstanding GBP150m 8.75% notes
due 3 August 2015, allowing the group to extend the company's
debt maturity profile and to increase its overall liquidity.  The
tender offer is subject to the completion of the issuance of the
new notes.

The tender offer also includes the offer to repurchase up to
GBP80 million of its outstanding GBP160 million 6.125% notes due
November 15, 2012, using the company's existing cash resources
which it has been conserving in advance of the repayment in
November 2012.

Although Fitch recognized the improvement in Dixons' operating
trends and liquidity profile, credit metrics are expected to
remain steady given the ongoing challenging consumer environment
especially in its Southern Europe and PIXmania businesses.
Dixons' lease-adjusted net debt/EBITBAR was 5.1x in FY12 (FY11:
5.2x) and lease adjusted net debt/funds from operations (FFO) was
5.9x in FY12 (FY11: 5.6x).  Group EBIT margin remains low at 1.4%
in FY12 (FY11:1.5%) and Fitch expects a gradual improvement.

Fitch's recovery analysis indicates a 51%-70% recovery to the
senior unsecured instruments in a distressed scenario, equating
to a Recovery Rating of 'RR3'.  As per Fitch's notching
guidelines, this leads to a rating one notch above the Long-term
IDR, or 'B+'.

What Could Trigger A Rating Action?

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- The group EBIT margin improving to 2.5%
  -- A sustainable positive LFL sales growth in core areas (the
     UK and Ireland and the Nordic region)
  -- Lease-adjusted net debt to EBITDAR below 5x or lease-
     adjusted net debt/FFO decreasing to below 5.5x and/or
     material free cash flow generation

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- Deterioration in its operating performance such that EBIT
     margin falls below 1%
  -- Lease adjusted net debt/EBITDAR is more than 6x or lease
     adjusted net debt/FFO is more than 6.5x
  -- Material deterioration in its southern European businesses
     and Pixmania depleting group cash flows and/or liquidity
     problems arising again


MORPHEUS UK: S&P Downgrades Rating on Class D Loan to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on
Morpheus (European Loan Conduit No. 19) PLC's class D Loan to
'B (sf)' from 'BB (sf)'. "At the same time, we have affirmed our
'D (sf)' rating on the class E Loan. Our ratings on the class A,
B, and C notes are unaffected by the rating actions," S&P said.

"The rating actions reflect our opinion on cash flow disruptions
in this transaction," S&P said.

"According to the August 2012 cash manager report, the class D
and E Loans again experienced interest shortfalls on the August
2012 payment date. As of August 2012, these two classes of notes
have accrued a cumulative interest shortfall amount of GBP87,675
(compared with none on the previous payment date). The existing
shortfall on the class D Loan is small, in our opinion," S&P
said.

These shortfalls are primarily due to loan paydown of
approximately 89.6%. The weighted-average margin on the remaining
loans was not sufficient to cover issuer expenses and the note
interest on the August 2012 payment date.

"The class D and E Loans are subject to an available fund cap
(AFC). The AFC reduces interest payable to the class D and E
Loans to the amount of cash available (remaining after servicing
senior-ranked classes of notes) if the mismatch results from loan
repayments. The difference between the interest due and the
interest payable is deferred rather than extinguished. Therefore,
we have not given credit to the AFC in our analysis because our
ratings address timely payment of interest. The transaction's
parties have confirmed to us that the liquidity facility was not
available to cover the class D or E Loan interest shortfalls
because the AFC had been activated," S&P said.

"Given the absence of adequate excess spread to mitigate the risk
of interest shortfalls, we do not expect the class D or E loans
to be able to pay full interest (due and overdue) on future
payment dates. Because of nonrecurring expenses and fees, we also
consider that interest shortfalls may increase on future payment
dates, and potentially affect interest payments to the class C
notes. However, class C note interest shortfalls, if any, would
be covered by the liquidity facility. Therefore, this class of
notes is adequately protected against cash flow disruptions, in
our opinion," S&P said.

                         RATING ACTIONS

"Our ratings address timely payment of interest, payable
quarterly in arrears, and payment of principal not later than the
legal final maturity date (in November 2029)," S&P said.

"We have lowered our rating on the class D Loan to 'B (sf)' from
'BB (sf)', and affirmed our 'D (sf)' rating on the class E Loan
because interest shortfalls occurred on the August 2012 payment
date. We have not lowered our rating on the class D Loan to 'D
(sf)' because the existing shortfall remains minor, in our
opinion. However, continuing interest shortfalls on the class D
Loan could lead us to lower our rating to 'D (sf)'. We continue
to monitor the situation. Further rating actions would likely be
warranted if the risk of interest shortfalls were to increase,"
S&P said.

"The rating actions have not resulted from a change in our
opinion on the default probability and likely recovery prospects
for the remaining pool of loans backing this transaction," S&P
said.

Morpheus (European Loan Conduit No. 19) is a true-sale commercial
mortgage-backed securities (CMBS) transaction that at closing in
2004 was backed by 419 loans secured on mainly commercial real
estate across the U.K. As of August 2012, the number of
underlying loans has reduced to 76. The initial GBP581.9 million
note balance has reduced to 60.5 million. The legal final
maturity date of the notes is November 2029.

          POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

"We have taken the rating actions based on our criteria for
rating European CMBS. However, these criteria are under review,"
S&P said.

"As highlighted in our Nov. 8, 2011 Advance Notice Of Proposed
Criteria Change, our review may result in changes to the
methodology and assumptions that we use when rating European
CMBS. Consequently, it may affect both new and outstanding
ratings in European CMBS transactions," S&P said.

"On Sept. 5, 2012, we published our updated criteria for CMBS
property evaluation. These criteria do not significantly change
our longstanding approach to deriving property net cash flows and
values in European CMBS transactions. We do not expect any rating
action in Europe as a result of adopting these criteria," S&P
said.

"However, because of its global scope, our criteria for global
CMBS property evaluation do not include certain market-specific
adjustments. We will therefore publish an application of these
criteria to European CMBS transactions along with our updated
criteria for rating European CMBS," S&P said.

"Until such time that we adopt updated 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 Report
included in this credit rating report is available at:

        http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                    Rating
                 To                   From

Morpheus (European Loan Conduit No. 19) PLC
GBP536.79 Million Mortgage-Backed Floating-Rate Notes and
GBP45.09 Million Subordinated Loans

Rating Lowered

D Loan           B (sf)               BB (sf)

Rating Affirmed

E Loan           D (sf)

Ratings Unaffected

A                A (sf)
B                A (sf)
C                A (sf)



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


* Fitch Assigns Ratings to Various Covered Bonds
------------------------------------------------
Fitch Ratings has assigned Portuguese, Greek and Cypriot covered
bonds programs Discontinuity Caps (D-Caps) & Outlooks following
the publication of the agency's updated Covered Bonds Rating
Criteria.

The agency has assigned Negative Outlooks to all Portuguese and
Cypriot programs not on Rating Watch Negative (RWN), as listed
below.  The Negative Outlooks reflect the Negative Outlooks on
the banks' Long-term Issuer Default Ratings (IDR) and sovereigns'
ratings (Portugal: 'BB+'/Negative/'B', Cyprus:
'BB+'/Negative/'B').  No Outlooks are assigned to the covered
bond programs issued out of Greece ('CCC'/ 'C').

D-Caps determine the maximum rating notch uplift from the IDR to
the covered bond rating on a probability of default (PD) basis,
reflecting Fitch's view of the likelihood of a program defaulting
in the aftermath of an issuer default.  D-Caps are generally
based on the highest risk assessment of the following components:
asset segregation, liquidity gap and systemic risk, alternative
management (systemic and cover pool-specific) and privileged
derivatives.

The D-Caps of 0 for all Portuguese, one Greek (NBG I) and all
Cypriot programs are driven by the full discontinuity assessment
for the liquidity gap and systemic risk component.  This is due
to the highly stressed economic environment in the three
countries, as evidenced by their non-investment grade sovereign
ratings, which would, in Fitch's view, prevent a successful
timely cover pool refinancing in the event of an issuer default.
The remaining four Greek covered bonds programs feature a D-Cap
of 3 corresponding to a moderate high risk assessment, despite
their pass-through structure, owing to potential systemic
challenges associated with regards to the alternative management
component. This is despite their amortization profile switching
to pass-through upon issuer default, which removes the need to
sell assets in order to repay principal at the expected date.

Fitch has assigned a moderate risk assessment of asset
segregation for all Portuguese covered bonds. Although the agency
considers the overall risk to the ring-fencing of the cover pool
for these points to be low, Portuguese programs are potentially
exposed to commingling risk and inadequate rating triggers for
the account banks in place.  In contrast, Greek and Cypriot
covered bonds programs have been assigned a very low risk
assessment of asset segregation.

The systemic alternative management risk component of the
Portuguese programs is moderate given the satisfactory covered
bond oversight imposed by the Portuguese regulator in the context
of dedicated covered bond legislation.  Programs issued out of
Greece have been assigned a systemic alternative management risk
component of moderate high owing to the elevated financial stress
imposed on the country and the subsequently reduced influence of
the Greek regulatory authorities should a need for intervention
arise.  In contrast, Fitch has assigned a low systemic
alternative management risk assessment to the Cypriot programs
acknowledging the strength of the domestic legal framework and
regulatory oversight in comparison to other banking authorities
in Western Europe.

The cover pool-specific alternative management risk assessment is
moderate for the majority of programs in all three jurisdictions,
the cover pools of which consists exclusively of residential
mortgage loans, and which benefit from internally developed IT
systems enabling good data provision, while their issuers
demonstrate satisfactory experience in covered bonds and
securitization.  There are a few cases of moderate high and high
risk for programs secured over different asset types, disclosing
incomplete periodic data and/or relying on weaker IT systems,
which have resulted in lower quality data provided to Fitch.

The risk assessment for privileged derivative ranges from very
low to moderate, depending on the materiality of the exposure, if
any, and whether the derivatives are provided by external or
intra-group counterparties. This component is not the sole driver
of the D-Cap for any of the listed programs.

The programs' D-Caps and the risk assessments of the D-Cap
components are as follows:

  Banco Santander Totta, ('BBB-'/Negative/'F3')
  Mortgage covered bond rating: 'BBB'/RWN
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: moderate risk
  Systemic alternative management: moderate
  Privileged derivatives: moderate risk

The RWN reflects the recalculation of the overcollateralization
(OC) levels pending the application of Fitch's updated
residential mortgage loss criteria on the program

  Banco Popular Portugal, ('BB+'/Negative/'B')
  Mortgage covered bond rating: 'BBB-'/RWN
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: high risk
  Systemic alternative management: moderate
  Privileged derivatives: very low risk

The RWN reflects the addition of commercial assets to the cover
pool in December 2011 (see "Fitch Comments on Banco Popular
Portugal Covered Bonds New Cover Pool Composition" published on
30 December 2011 at www.fitchratings.com) and the subsequent
possible deterioration of the cover pool's credit quality.

  Caixa Economica Montepio Geral, ('BB'/Negative/'B')
  Mortgage covered bond rating: 'BBB-'/Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: moderate risk
  Systemic alternative management: moderate
  Privileged derivatives: low risk

  Banco Comercial Portugues , ('BB+'/Negative/'B')
  Mortgage covered Bond Rating: 'BBB-'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: moderate
  Systemic alternative management: moderate
  Privileged derivatives: moderate

  Banco BPI, ('BB+'/Negative/'B')
  Mortgage covered bond rating: 'BBB'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: moderate
  Systemic alternative management: moderate
  Privileged derivatives: low

  Caixa Geral de Depositos, ('BB+'/Negative/'B')
  Mortgage covered bond rating: 'BBB'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: moderate high
  Systemic alternative management: moderate
  Privileged derivatives: moderate

  Caixa Geral de Depositos, ('BB+'/Negative/'B')
  Public sector covered bonds: 'BBB-'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: moderate
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: high
  Systemic alternative management: moderate
  Privileged derivatives: moderate

Fitch considers the program in wind down, because no issuance has
occurred since July 2009.

  Alpha Bank, ('CCC'/'C')
  Mortgage covered bond rating: 'CCC+'
  D-Cap: 3 (moderate high)
  Asset segregation: very low
  Liquidity gap and systemic risk: very low
  Cover pool-specific alternative management: moderate high
  Systemic alternative management: moderate high
  Privileged derivatives: very low

  Eurobank , ('CCC'/'C')
  Mortgage covered bond rating: 'CCC+'
  D-Cap: 3 (moderate high)
  Asset segregation: very low
  Liquidity gap and systemic risk: very low
  Cover pool-specific alternative management: moderate
  Systemic alternative management: moderate high
  Privileged derivatives: very low

  Piraeus Bank, ('CCC'/'C')
  Mortgage covered bond rating: 'CCC+'
  D-Cap: 3 (moderate high)
  Asset segregation: very low
  Liquidity gap and systemic risk: very low
  Cover pool-specific alternative management: moderate
  Systemic alternative management: moderate high
  Privileged derivatives: very low

  National Bank of Greece ('CCC'/'C') - Programme II
  Mortgage covered bond rating: 'CCC+'
  D-Cap: 3 (moderate high)
  Asset segregation: very low
  Liquidity gap and systemic risk: very low
  Cover pool-specific alternative management: moderate
  Systemic alternative management: moderate high
  Privileged derivatives: very low

The driver of the D-Cap is the moderate high risk assessment for
systemic alternative management risk in Greece.

  National Bank of Greece ('CCC'/'C') - Programme I
  Mortgage covered bond rating: 'B-' RWN
  D-Cap: 0 (full discontinuity)
  Asset segregation: very low
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: moderate
  Systemic alternative management: moderate high
  Privileged derivatives: low

The RWN reflects the ongoing uncertainty surrounding the
political situation in Greece and the pending application of
Fitch's updated residential mortgage loss criteria on the
program.

  Bank of Cyprus, ('BB'/Negative/'B') - Greek pool
  Mortgage covered bond rating: 'BB'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: very low
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: low
  Systemic alternative management: moderate high
  Privileged derivatives: very low

  Cyprus Popular Bank, ('BB'/Negative/'B') - Programme I
  Mortgage covered bond rating: 'BB'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: very low
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: low
  Systemic alternative management: moderate
  Privileged derivatives: very low

  Bank of Cyprus ('BB'/Negative/'B') - Cypriot pool
  Mortgage covered bond rating: 'BBB-'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: very low
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: low
  Systemic alternative management: moderate high
  Privileged derivatives: very low

  Cyprus Popular Bank, ('BB'/Negative/'B') - Programme II
  Mortgage covered bond rating: 'BBB-'; Negative Outlook
  D-Cap: 0 (full discontinuity)
  Asset segregation: very low
  Liquidity gap and systemic risk: full discontinuity
  Cover pool-specific alternative management: low
  Systemic alternative management: moderate high
  Privileged derivatives: very low

Fitch considers all Greek - with the exception of NBG I - and
Cypriot programs in wind down, because no issuance has been
placed with market investors. Although the NBG I program features
a public placement, no issuance has occurred since October 2009
under this program.


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

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
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written permission of the publishers.

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

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                 * * * End of Transmission * * *