TCREUR_Public/121017.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Wednesday, October 17, 2012, Vol. 13, No. 207

                            Headlines



C Z E C H   R E P U B L I C

EP ENERGY: Fitch Assigns 'BB+' Long-Term Issuer Default Rating


G E R M A N Y

CONTINENTAL AG: Fitch Says Stake Sale Tighten CDS in October 2012
FRESENIUS MEDICAL: S&P Affirms BB+ Rating on Sr. Unsecured Notes


G R E E C E

NATIONAL BANK: S&P Affirms 'CCC/C' Counterparty Credit Ratings


L U X E M B O U R G

INTELSAT SA: Closes Sale of U.S. Headquarters for US$85 Million


N E T H E R L A N D S

ALFACAM GROUP: Seeks Creditor Protection
E-MAC NL 2005-III: S&P Affirms 'CCC' Rating on Class E Notes


R U S S I A

CREDIT EUROPE: Fitch Assigns 'BB-' Rating to Sr. Unsecured Bonds
REPUBLICAN INVESTMENT: S&P Assigns 'B' LT Issuer Credit Rating


S P A I N

ACCESOS DE MADRID: Files for Bankruptcy After Failed Debt Talks
AYT CAIXA: Fitch Downgrades Rating on Class C Notes to 'Bsf'
AYT COLATERALES: Fitch Cuts Rating on Class D Tranche to 'CCsf'
MAPFRE INSURANCE: S&P Cuts Subordinated Debt Rating to 'BB'
* S&P Takes Rating Actions on Spanish Financial Institutions


S W E D E N

* SWEDEN: Moody's Examines Covered Bond Legal Framework


S W I T Z E R L A N D

DUFRY AG: S&P Assigns 'BB+' Long-Term Corporate Credit Rating
PETROPLUS HOLDING: Petit Couronnere Finery Put In Liquidation


U N I T E D   K I N G D O M

ATH RESOURCES: Calls in Deloitte to Explore Restructuring Options
CHELBURY HOMES: Legal Claims Pushed Firm Into Administration
CLUB CLASS: High Court in London Winds Up Marketing Firms
ELIXIR FOUNDATIONS: Collapses Into Administration
MANGANESE BRONZE: Geely Mulls Cash Injection

UNIGLAZE: In Administration, Cuts 88 Jobs
WAVERLEY TBS: In Liquidation as Administrators Fail to Find Buyer
* Insolvency Numbers Show Hospitality and Leisure Sector Hit Hard


U Z B E K I S T A N

AGROBANK OJSC: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable


                            *********


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C Z E C H   R E P U B L I C
===========================


EP ENERGY: Fitch Assigns 'BB+' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned EP Energy, a.s. (EPE) a Long-term
foreign currency Issuer Default Rating (IDR) of 'BB+' with Stable
Outlook.  Fitch has also assigned EPE's proposed EUR500 million
senior secured notes issue due 2019 an expected rating of 'BBB-
(exp)'.  The final rating is contingent upon the receipt of final
documents conforming to information already received.

The IDR reflects EPE's contracted lignite mining and low cost
heat sales through regional regulated distribution monopolies.
These two core segments represent over 80% of EPE's EBITDA (with
the rest derived from power generation, trading and supply)
making its earnings and cash flows relatively stable and
predictable.  EPE also benefits from geographical diversification
and a limited exposure to adverse regulation.

Over 90% of EPE's expected external lignite sales (17 million
tons in 2011) are contracted until 2020 and around 60% until 2039
with quality counterparties (efficient base load power plants in
Germany designed to use EPE's lignite) and on price terms
reflecting the cost structure of the mining operations (and
inflation) thus limiting EPE's volume and price risk.  EPE can
increase its lignite production without significant additional
investment.

EPE is the largest heat supplier in the Czech Republic with an
installed thermal capacity of 3.2 gigawatts (GWth), mostly
lignite fired, and heat supplies of 18.1 peta joules in 2011,
mostly to retail customers.  The company supplies around 360
thousand households in Prague and other major cities,
representing a stable customer base and operates one of the
largest cogeneration plants in the country.  This plant, in
Opatovice, is a low-cost heat producer and EPE's heat prices are
below the market average and alternative heating solutions.
Fitch notes that one of EPE's long-term lignite supply contracts
is facing a price dispute.

The rating is constrained by EPE's short track record of its
current business structure with full ownership of most of the key
operations (excluding 27% of Prazska Teplarenska, PT).  EPE's
group structure is complex, with a number of separate operating
and holding companies in several jurisdictions.  Centralized
treasury and cash pooling is still being developed and
operational integration is fairly limited, despite EPE's presence
in the entire energy chain (from pit to retail supply).

The ratings take into consideration the proposed refinancing,
including the new issuance of notes and equal ranking secured
loans (with combined size of EUR1,190 million), largely to repay
existing bank and shareholder debt (EUR923 million).  As part of
the refinancing, EPE proposes a significant special dividend of
EUR230 million (or 63% of its pro-forma EBITDA for the last 12
months ending June 2012), contributing together with planned
capex to an increase in its leverage to above management's target
of 3.0x (net debt to EBITDA) for about two years.  This target is
also higher than most regional peers who have not exceeded or
reached their leverage targets (especially the Polish utilities).
EPE's dividend policy allows for a pay-out of 50% of net income,
but only if the leverage target is met.

EPE's liquidity is adequate. After the proposed refinancing, EPE
plans to hold at least EUR20 million (equivalent) of cash, and
will have EUR40 million of undrawn credit facilities.
Considering that most of the capex planned for 2013 and 2014 is
to be project-financed, the debt maturity schedule (EUR40 million
annually plus the project debt) is well matched to Fitch's
expected free cash flows (before project-financed capex) during
2013-16 (around EUR130 million annually).

EPE's proposed notes and pari passu facilities (representing the
bulk of total debt) will be secured with pledges over shares and
material assets in certain key operating companies.  An upstream
guarantee from all key subsidiaries (except for MIBRAG, the
lignite mine and Prazska teplarenska) and a negative pledge
covenant mitigate possible structural subordination.  Fitch's
estimate supports above average recovery expectations for the
secured debt, which combined with the provided security and
regulated nature of a significant part of earnings (heat
generation, distribution and supply represents 38% of EBITDA)
support a one-notch uplift for the secured debt instruments.
Although the loans are expected to have a shorter maturity (five
years) than the bond (seven years), the bond would continue to be
secured after the initial loans mature.

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

  -- Longer track record with the current business structure of
     greater vertical integration of operations, supporting fuel
     supply self-sufficiency without significant cost
     implications for the group

  -- Reduction of target and Fitch's expected leverage to a level
     comparable with regional peers (below 3.5x net adjusted FFO
     leverage on sustained basis)

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

  -- A more aggressive financial policy (including opportunistic
     M&A or higher dividends) that would increase Fitch-expected
     net adjusted FFO leverage to around 4.0x on a sustained
     basis

  -- Significant deterioration in business fundamentals due to a
     large and sustained increase in the carbon dioxide price or
     a fall in natural gas prices or structural heat demand
     decline (perhaps as a result of more effective insulation
     and/or higher ambient temperatures)



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


CONTINENTAL AG: Fitch Says Stake Sale Tighten CDS in October 2012
-----------------------------------------------------------------
Fitch Ratings observes that Continental AG's spreads and CDS have
continued to tighten in the first half of October 2012 following
the Schaeffler group's decision to dispose of its 10.4% stake in
Continental held in its name by two fiduciary private banks.
This follows the fixed income markets' positive reaction since
Fitch's rating action on May 15, 2012 when the agency upgraded
Continental's Long-term Issuer Default Rating (IDR) to 'BB' from
'BB-', and affirmed the Short-term IDR at 'B'.  The Outlook is
Stable.

Schaeffler's decision to sell the stake held by the banks is
consistent with Fitch's considerations in its May 2012 rating
action.  Schaeffler Holding and its subsidiary Schaeffler AG now
hold a combined 49.9% of Continental, but this does not change
the existing relationship between Schaeffler and Continental as
Fitch already considered before the stake disposal that
Schaeffler's controlling influence and ability to extract cash
from Continental was limited.

Continental's ratings continue to reflect Fitch's assessment of
Continental's standalone credit profile being consistent with a
low 'BBB' rating.  However, the ratings also incorporate the
agency's assessment of the Schaeffler Group and Continental's
consolidated credit quality, including a one-notch uplift to
reflect the ring-fencing in place and creditor protection
included in Continental's existing bond and loan documentation.

Furthermore, Fitch believes that uncertainty remains about what
the 'end-game' will be for Schaeffler/Continental and that the
ring-fencing is largely dependent on negotiations between
Continental and banks' lending at both the Schaeffler and
Continental level, whose interest might not be necessarily
aligned with Continental's bondholders.  The Schaeffler group
remains highly leveraged, in spite of the recent Continental
stake disposal and further deleveraging is reliant on asset
sales.

Nonetheless, Fitch considers that Schaeffler's decision to sell a
stake in Continental is modestly positive in view of the EUR1.6bn
proceeds from the deal applied to Schaeffler's debt reduction.
This results in a slightly stronger Schaeffler/Continental
combined financial profile.  Fitch calculates that the pro-forma
funds from operations adjusted leverage on a consolidated basis
of Schaeffler Group and Continental has declined to just above
one of the agency's positive guidelines of 3x for a possible
upgrade.  In addition, this move lowers the probability of a full
merger or combination between Schaeffler and Continental in the
future.


FRESENIUS MEDICAL: S&P Affirms BB+ Rating on Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue
rating to the proposed senior secured credit facilities, totaling
about $3.85 billion, to be borrowed by German health care group
Fresenius Medical Care AG & Co. KGaA (FME; BB+/Stable/--),
Fresenius Medical Care Holdings Inc. (FMCH; not rated), and some
of FME's subsidiaries. The issue rating is one notch above the
corporate credit rating on FME. "We have also assigned a recovery
rating of '2' to the proposed senior secured facilities,
indicating our expectation of substantial (70%-90%) recovery in
the event of a payment default," S&P said.

"We have not reviewed the full draft of the credit agreement for
the proposed senior secured credit facilities, but only detailed
terms and conditions. Our ratings are subject to our satisfactory
review of the credit agreement," S&P said.

"At the same time, we affirmed the 'BBB-' issue rating on FME's
existing senior secured debt facilities. The '2' recovery rating
on these instruments remains unchanged, reflecting our
expectation of substantial (70%-90%) recovery for creditors in
the event of a payment default. We expect to withdraw the
recovery and issue ratings on these instruments upon refinancing
completion," S&P said.

"We also affirmed the 'BB+' issue rating on the existing senior
unsecured notes. The '3' recovery rating on these instruments
remains unchanged, reflecting our expectation of meaningful (50%-
70%) recovery for noteholders in the event of a payment default,"
S&P said.

"We understand that FME will use the proceeds of the proposed
senior secured credit facilities to fully refinance the existing
facilities maturing March 2013, and for general corporate
purposes," S&P said.

"Recovery prospects for the various debt facilities are supported
by our expectation that, in a default, the company would be
reorganized rather than liquidated, and by our understanding that
the proposed senior secured credit facilities will substantially
benefit from a similar position to the existing senior secured
debt," S&P said.

"Despite numerical coverage in excess of 100% for the proposed
senior secured credit facilities, our recovery rating of '2'
reflects our view that the structural and contractual seniority
of the senior secured facilities and the recovery value available
would unlikely be sufficient to maintain any upward notching of
the issue rating under our criteria in the event that the
corporate credit rating were raised to 'BBB-'," S&P said.

"The proposed facilities, including revolving credit and term
loan facilities (RCF) (together, 'the proposed senior secured
credit facilities'), will be senior secured obligations of FME
and some of its subsidiaries."

The proposed senior secured credit facilities will be guaranteed
by FME, FMCH, and some of FME's subsidiaries.

"The security package provided to the proposed senior secured
creditors is substantially similar to the one provided to the
existing senior secured creditors, with one major exception, the
loss of the springing lien," S&P said.

"We view the security package for the proposed senior secured
credit facilities as somewhat weak because it only covers share
pledges. Moreover, unlike the existing senior secured credit
facilities, we understand that the proposed senior secured credit
facilities will not benefit from a springing lien on FME's assets
that enables the borrowers and guarantors to provide
comprehensive asset security if the debt rating falls below 'BB-'
or the equivalent," S&P said.

The documentation for the proposed senior secured credit
facilities will be substantially similar to the existing credit
agreement, and will include:

    Maintenance financial covenants, in terms of maximum net-
    debt-to-EBITDA ratio, and minimum EBITDA-to-net interest
    expense, both tested quarterly;

    Restrictions on debt incurrence, although this is subject to
    a number of carve-outs;

    Restrictions on liens, acquisitions, and dividend payments,
    although subject to carve-outs.

"Our hypothetical default scenario for FME contemplates a payment
default in 2017, with EBITDA declining to about $1,255 million,"
S&P said.

"At our hypothetical point of default, we value FMC at about
$8,160 million using a market multiple approach," S&P said.

"We deduct from this stressed enterprise value priority
liabilities of about $2,350 million, comprising about $735
million of enforcement costs, priority debt facilities that
include securitization and prepetition interest, some finance
leases, local bilateral bank lines, European Investment Bank
(EIB) loans, and prepetition interest," S&P said.

"The numerical recovery prospects for the proposed senior secured
credit facilities are in excess of 100%," S&P said.

"The recovery prospects for the various unsecured debt
instruments, including the proposed notes, are in the 50%-70%
range, leading to a recovery rating of '3' on these instruments,"
S&P said.

RATINGS LIST
New Rating

Fresenius Medical Care AG & Co. KGaA
Senior Secured                         BBB-
   Recovery Rating                      2

Fresenius Medical Care Holdings Inc.
Senior Secured*                        BBB-
   Recovery Rating                      2

Ratings Affirmed

Fresenius Medical Care AG & Co. KGaA
Senior Secured                         BBB-
   Recovery Rating                      2

FMC Finance VI S.A.
Senior Unsecured*                      BB+
  Recovery Rating                       3

FMC Finance VII S.A.
Senior Unsecured*                      BB+
  Recovery Rating                       3

FMC Finance VIII S.A.
Senior Unsecured*                      BB+
  Recovery Rating                       3

Fresenius Medical Care US Finance II, Inc
Senior Unsecured*                      BB+
  Recovery Rating                       3

Fresenius Medical Care US Finance, Inc
Senior Unsecured*                      BB+
  Recovery Rating                       3

* Guaranteed by Fresenius Medical Care AG & Co. KGaA



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G R E E C E
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NATIONAL BANK: S&P Affirms 'CCC/C' Counterparty Credit Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC/C' long-term
and short-term counterparty credit ratings on Greece-based
National Bank of Greece S.A. (NBG) and Eurobank Ergasias S.A.
(Eurobank). "We also affirmed our 'CC' issue rating on NBG's and
Eurobank's hybrid securities. The outlook is negative," S&P said.

"The rating action follows NBG's announcement it has launched a
tender offer to acquire all the outstanding shares of Eurobank,
on the basis of 58 new shares of NBG for every 100 shares of
Eurobank. The offer hinges on the approval of regulatory
authorities, including the Hellenic Financial Stability Fund
(HFSF). According to NBG's press release, Eurobank's main
shareholders, representing 43.6% of capital, have committed to
tender their shares to the offer. If approved by NBG shareholders
and regulatory authorities, the offer is likely to start at the
end of November. Following its potential completion, Eurobank
would become an NBG subsidiary. NBG has indicated it intends to
proceed with the merger with Eurobank. The affirmation reflects
our opinion that, if the merger is approved, the combined
entity's financial profile would not be materially different than
those we incorporate in our current ratings on NBG and Eurobank,"
S&P said.

"In our opinion, the combined entity would maintain an adequate
business position, under our criteria, in line with our current
assessments of this factor for NBG and Eurobank. We consider that
the combined entity's future revenue stability and business
position in Greece would remain vulnerable to the significant
deterioration we see in the domestic banking market and economy,
to which all banks in the country are exposed. Still, we
acknowledge that the combined entity would have a material
position in Greece, with 32% market share in terms of deposits.
The combined entity would also have a significant international
footprint higher than those of other domestic peers, with over
27% of loans and deposits outside Greece, namely in Eastern
European countries and Turkey," S&P said.

"The negative outlooks are based on the possibility that we could
lower the ratings on NBG and Eurobank, if we believe they will
default on their obligations, as defined by our criteria. We
could lower the ratings on NBG and Eurobank if their access to
the EU's extraordinary liquidity support mechanisms, including
the ELA discount facility at the European Central Bank
(unsolicited AAA/Stable/A-1+), is impaired for any reason. This
support currently underpins the banks' capacity to meet their
financing requirements. In this context, we also note that
persistently high pressure on Greek banks' retail funding bases
may lead to further deposit outflows, which could in our opinion
increase the banks' need for additional extraordinary liquidity
support from EU authorities," S&P said.

"We could also lower the ratings if we believe the banks are
likely to default as a result of any developments associated with
a substantial impairment of their solvency. This could happen if,
for any reason, Greek banks are unable to access external capital
support, or if we consider such support insufficient to allow the
banks to continue meeting regulatory capital requirements mainly
as a result of potential recognition of continued large
impairments on loans," S&P said.



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


INTELSAT SA: Closes Sale of U.S. Headquarters for US$85 Million
---------------------------------------------------------------
SL 4000 Connecticut LLC, an affiliate of The 601 W Companies LLC,
completed the acquisition of Intelsat S.A.'s U.S. administrative
headquarters office building located in Washington, DC, for a
purchase price of approximately US$85,000,000 pursuant to a
Purchase and Sale Agreement dated July 18, 2012, between the
Purchaser and Intelsat Global Service LLC, an indirect subsidiary
of Intelsat S.A.

In addition, on Oct. 5, 2012, upon the closing of the U.S.
Administrative Headquarters Property sale, the Seller entered
into a lease agreement under which the Seller leased from the
Purchaser a portion of the U.S. Administrative Headquarters
Property for an initial term of 18 months at an annual gross
rental rate of US$9,000,000, with a single option to extend the
term of the Post-Closing Lease for up to an additional 12 months
at an annual gross rental rate of US$10,500,000.  Intelsat S.A.
expects that the rental expense under the Post-Closing Lease will
be largely offset by cost savings with respect to eliminated
maintenance and operations expense associated with Intelsat's
prior ownership of the U.S. Administrative Headquarters Property.
Intelsat is currently in the process of selecting a location for
a new permanent U.S. administrative headquarters office.

On Oct. 5, 2012, Intelsat S.A. also purchased Convergence SPV's
25.1% equity interest in New Dawn Satellite Company, Ltd., the
joint venture that owns the Intelsat New Dawn satellite.  The
purchase price of the equity was immaterial to Intelsat.  As a
result, Intelsat became the sole owner of the satellite, which
will be re-named Intelsat 28.  The transaction will have no
impact on operations of the satellite or on customers using its
services. The joint venture is already fully consolidated in
Intelsat's publicly filed financial statements.

In connection with the purchase of Convergence SPV's equity, on
Oct. 5, 2012, Intelsat also repaid in full the approximately $88
million outstanding under the New Dawn secured credit agreement,
dated Dec. 5, 2008, and related interest rate swaps.  The credit
facility consisted of senior and mezzanine term loan facilities.
The senior term loan facility provided for a commitment of up to
$125.0 million with an interest rate of the London Interbank
Offered Rate plus an applicable margin between 3.0% and 4.0% and
certain costs, if incurred.  The mezzanine term loan facility
provided for a commitment of up to $90 million with an interest
rate of LIBOR plus an applicable margin between 5.3% and 6.3% and
certain costs, if incurred.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of
Intelsat S.A., its indirect parent.  Intelsat Corp. had US$7.70
billion in assets against US$4.86 billion in debts as of Dec. 31,
2010.

The Company reported a net loss of US$433.99 million in 2011, a
net loss of US$507.77 million in 2010, and a net loss of
US$782.06 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$17.46
billion in total assets, US$18.66 billion in total liabilities,
US$48 million in noncontrolling interest, and a US$1.24 billion
total Intelsat S.A. shareholders' deficit.

                           *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.



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N E T H E R L A N D S
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ALFACAM GROUP: Seeks Creditor Protection
----------------------------------------
John Martens at Bloomberg News reports that Alfacam Group NV to
seek creditor protection in judicial reorganization procedure
after talks with potential investor broke down on Monday.

According to Bloomberg, Alfacam said in e-mail that it will seek
to establish contacts with other potential investors.

Alfacam Group had net debt of EUR57.2 million on June 30,
Bloomberg discloses.

Headquartered in Lint, Belgium, Alfacam Group NV provides
television facilities and services to broadcasters and production
houses in Europe and internationally.


E-MAC NL 2005-III: S&P Affirms 'CCC' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
E-MAC NL 2005-III B.V.'s class A, B, D, and E notes. "At the same
time, we have raised to 'A (sf)' from 'A- (sf)' our rating on the
class C notes," S&P said.

"The rating actions follow our credit, cash flow, and
counterparty analysis of the most recent transaction information
that we have received from the servicer, and we have applied our
Dutch residential mortgage-backed securities (RMBS) criteria,"
S&P said.

"Under our 2012 counterparty criteria, the highest potential
rating on the notes in E-MAC NL 2005-III is equal to the issuer
credit rating on the GIC provider, The Royal Bank of Scotland
N.V. (A/Stable/A-1). Therefore, our ratings on the notes are
capped at the 'A' rating level," S&P said.

"We have calculated our weighted-average foreclosure frequency
(WAFF) and weighted-average loss severity (WALS) by applying our
Dutch RMBS criteria. For Dutch RMBS transactions, we adjust our
WALS by applying a 5% decrease in house prices and giving full
credit to the house price index. If we expect arrears to increase
in the transaction, we adjust our WAFF by projecting arrears
based
on historical data," S&P said.

"The arrears performance for the underlying pool of this
transaction is worse than our Dutch RMBS index--90+ day arrears
have increased to 0.96% in July 2012 (the latest interest payment
date [IPD]) from 0.81% in July 2011. We have therefore assumed an
additional 0.58% of total arrears for this transaction based on
increasing arrears, and our view that they are likely to increase
in the future," S&P said.

"The decline in Dutch house prices since our July 2011 review has
increased our estimate of the weighted-average indexed loan-to-
value ratio for this pool, and has increased our WALS estimate.
The decline in house prices has had less of a negative impact on
our WAFF, the increase in the WAFF being due to our assumed
arrears. The required level of credit enhancement, an estimate of
potential losses, has increased at each rating level," S&P said.

Rating     WAFF     WALS      CE
level      (%)      (%)       (%)

AAA        13.02    18.32     2.39
AA         10.41    15.36     1.60
A          7.74     11.57     0.90
BBB        4.89     9.52      0.47
BB         3.58     6.63      0.24

CE-Credit enhancement.

"As of the July 2012 IPD, the reserve fund is fully funded at its
EUR4.5 million target amount. This together with the amortization
of the class A notes means that the available credit enhancement
to all classes of notes has increased since our July 2011
review," S&P said.

"We consider that the class A, B, and D notes have sufficient
credit enhancement to maintain their current ratings under our
cash flow stresses," S&P said.

"The increase in credit enhancement for the class C notes has
been greater than the increase in the required level of credit
enhancement at the 'A' rating level. We have raised our rating on
the class C notes based on the results of our cash flow analysis.
The class C notes pass our cash flow stresses at a higher rating,
we have therefore raised our rating on the class C notes to 'A
(sf)' from 'A- (sf)'," S&P said.

"We have affirmed our 'CCC (sf)' rating on the class E notes as
it is highly unlikely that principal will ultimately be repaid,"
S&P said.

"We also consider credit stability in our analysis. The scenarios
that we have considered under moderate stress conditions did not
result in our ratings deteriorating below the maximum projected
deterioration associated with each relevant rating level," S&P
said.

"We understand that the issuers and trustee are in discussions to
potentially replace counterparties in the transaction. We will
incorporate these developments in our analysis when we receive
confirmation of any changes," 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

E-MAC NL 2005-III B.V.
EUR645.276 Million Mortgage-Backed Floating-Rate Notes

Ratings Affirmed

A           A (sf)
B           A (sf)
D           BBB (sf)
E           CCC (sf)

Rating Raised

C           A (sf)             A- (sf)



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R U S S I A
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CREDIT EUROPE: Fitch Assigns 'BB-' Rating to Sr. Unsecured Bonds
----------------------------------------------------------------
Fitch Ratings has assigned Credit Europe Bank's (CEB) RUB5
billion senior unsecured bonds, due October 2015, a final Long-
term rating of 'BB-' and a National Rating of 'A+(rus)'.  The
first and second coupons are set at 9.8%.  Investors have an
option to redeem the bonds in October 2013.

CEB's ratings are: Long-term Issuer Default Ratings (IDR) 'BB-
'/Stable, Short-term IDR 'B', Viability Rating 'bb-', Support
Rating '3' and National Rating of 'A+(rus)/Stable'.

The notes will rank at least equally with CEB'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 9% of total liabilities of
CEB according to the bank's local accounts.

CEB (formerly Finansbank (Russia) Ltd) is a mid-sized commercial
bank (ranked 47th by assets at end-H112) with a focus on retail
lending.  It is controlled by Credit Europe Bank N.V., which is
part of the larger FIBA Holding A.S., a Turkish conglomerate
owned by businessman Husnu Ozyegin.


REPUBLICAN INVESTMENT: S&P Assigns 'B' LT Issuer Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
issuer credit rating and 'ruA-' Russia national scale rating to
Republican Investment Company (RIC) OJSC. The outlook is stable.

"The ratings reflect our view that there is a 'high' likelihood
that the Russian Republic of Sakha (BB/Positive/--; Russia
national scale 'ruAA'), which owns 100% of the company, would
provide timely and sufficient extraordinary support to RIC in the
event of financial distress. The ratings also incorporate RIC's
stand-alone credit profile, which we assess at 'ccc+' owing to
the uncertainty of the company's medium-term business strategy,
lack
of a track record, and a management without experience in
commercial investment activity," S&P said.

"In accordance with our criteria for government-related entities
(GREs), our view of a 'high' likelihood of extraordinary
government support for RIC is based on our assessment of RIC's,"
S&P said:

    "Important" role in implementing Sakha's investment program.
    The republic initially created RIC as a special-purpose
    company to construct a railroad and other regional transport
    and social infrastructure. In 2008-2011, RIC's annual
    investments were on par with capital spending from the
    republic's budget, equaling about Russian ruble (RUB) 7
    billion (about $235 million) on average. The company is
    likely to complete the railroad project in the medium term
    and will continue to finance infrastructure projects and
    invest in regional enterprises," S&P said.

    "Very strong" link with Sakha's government, which owns 100%
    of RIC and doesn't plan to privatize it at least until 2017.
    Sakha outlines RIC's strategy, closely monitors its
    operations, and approves its development strategy and
    investment projects. The republic also delegates and appoints
    Sakha's board of directors, which currently consists solely
    of Sakha government officials. Nevertheless, Sakha doesn't
    provide an explicit guarantee for the timely repayment of
    RIC's debt.

"Accordingly, the rating on RIC is two notches higher than the
SACP, which is at 'ccc+'. The SACP reflects RIC's lack of a track
record, the management's limited experience in commercial
investment activity, and high implementation risks related to the
new development strategy. This strategy envisions transforming
RIC into a more commercially oriented company that invests in
equity and debt of companies in Sakha," S&P said.

"The transformation into a for-profit development institution
will combine investments in commercially viable projects with the
support of infrastructure in Sakha. In 2012-2014 RIC plans to
complete the railroad construction project, currently its largest
investment accounting for 32% of its assets, and transfer it to
the republic (to be passed to the federal government) at cost,"
S&P said.

"The board of directors approved the new development strategy in
August 2012. However, detailed documentation and medium-term
financial plans are yet to be developed. In accordance with the
strategy's broad objectives, RIC will focus on managing Sakha's
assets and investing in commercial projects and infrastructure
and other projects important for the republic's development. The
company intends for some projects to be financed jointly with
other investors. Given no track record and unclear investment
perspectives, we currently assess the implementation and
execution risks related with the new strategy as very high," S&P
said.

"The stable outlook reflects our view that the high likelihood of
extraordinary government support that we anticipate for RIC would
counterbalance uncertainty regarding the company's new and
untested business model," S&P said.

"We assess the probability of an upgrade within the next 12
months as highly unlikely at the moment," S&P said.

"We could lower the ratings within the next 12 months if we
observed a decrease in the likelihood of timely extraordinary
support from Sakha, due for example to RIC's lower importance for
the republic's investment program than we currently assume in our
base-case scenario. Negative developments in RIC's financial
profile while it is implementing its new investment strategy
might also put pressure on the stand-alone credit profile and,
consequently, on the ratings," S&P said.



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


ACCESOS DE MADRID: Files for Bankruptcy After Failed Debt Talks
---------------------------------------------------------------
Angeline Benoit at Bloomberg News, citing Cinco Dias, reports
that Accesos de Madrid has filed for bankruptcy.

According to Bloomberg, Cinco Dias said that the company failed
to renegotiate its EUR660 million of debt with creditors

Accesos de Madrid is the operator for two highways in the region
of Spain's capital.


AYT CAIXA: Fitch Downgrades Rating on Class C Notes to 'Bsf'
------------------------------------------------------------
Fitch downgrades 3 AyT Caixa Sabadell Hipotecario I
Tranchestranche of AyT Caixa Sabadell Hipotecario I as follows:

  -- Class A (ISIN ES0312192000): downgraded to 'BBB+sf' from
     'AA-sf'; off Rating Watch Negative (RWN); Outlook Stable

  -- Class B (ISIN ES0312192018): downgraded to 'BB+sf' from
     'Asf'; off RWN; Outlook Stable

  -- Class C (ISIN ES0312192026): downgraded to 'Bsf' from 'BBB-
     sf'; Outlook Negative

  -- Class D (ISIN ES0312192034): affirmed at 'CCCsf'; Recovery
     Estimate 0%

Fitch placed classes A and B on RWN on April 3, 2012 due to the
downgrade of the account bank and swap provider, Confederacion
Espanola de Cajas de Ahorros (CECA), to 'BBBsf'/Negative.  In the
meantime, the bank account role has been replaced by Banco Bilbao
Vizcaya Argentaria (BBVA, rated 'BBB+'/Negative) and the
transaction documentation now includes a commitment by the bank
to implement remedial actions should the bank's rating fall below
the current level.  In addition, CECA has committed to post
collateral as a form of remedy for the swap exposure in an
account held with itself, provided that the collateral balance is
up to EUR50,000.  At present the mark-to-market value of the swap
is in favor of the swap provider, hence the collateral amount
posted is zero.  As a result, and in line with Fitch's structure
finance counterparty criteria, the rating of the senior notes is
capped at 'A+sf'.

The agency has also reviewed the performance of the transaction,
and has found that the level of credit support is no longer
sufficient to maintain the current ratings.  As a result the
agency has downgraded the full capital structure, except for the
class D notes.

Although there has not been an information update since the
transaction's last performance review, the agency believes that
the current economic environment will put further pressure on
borrowers' ability to meet their payments.  As a result, the
agency expects a further increase in period defaults in the
upcoming payment dates, as well as further reserve fund draws,
which will further reduce the credit support available to the
rated tranches.


AYT COLATERALES: Fitch Cuts Rating on Class D Tranche to 'CCsf'
---------------------------------------------------------------
Fitch Ratings has downgraded seven and affirmed eight tranches of
five AyT Colaterales Global Hipotecario (CGH) transactions.  The
agency also maintained five tranches on Rating Watch Negative
(RWN).

The rating actions are driven by various actions taken by
respective counterparties following their downgrades to levels
below those deemed eligible for counterparties performing direct
counterparty support roles in structured finance transactions.

On April 3, 2012, the agency placed AyT CGH Navarra I, AyT CGH
Cantabria I, AyT CGH Circulo I, AyT CGH CCM 1 and AyT CGH
Laietana I on RWN, due to the downgrade of Confederacion Espanola
de Cajas de Ahorros (CECA; 'BBB+'/Negative/'F2'), which acted as
the account bank and swap provider in these transactions.  Since
then, the role of account bank in AyT CGH Cantabria I and AyT CGH
CCM 1 has been replaced, and is now being performed by Banco
Santander ('BBB+'/Negative), while the account bank for AyT CGH
Circulo I has been allocated to BBVA ('BBB+'/Negative).  The
change in account bank roles has also resulted in an updated
commitment by the counterparties to implement remedial actions
should their ratings fall below 'BBB+'.  In line with Fitch's
structured finance counterparty criteria, the change in
counterparties and the revised downgrade language means that the
highest structured finance rating achievable is 'A+sf'.  For this
reason, the agency has downgraded the senior notes of these three
transactions to 'A+sf'.

The agency has been informed that no remedial actions will be
implemented in AyT CGH Navarra I, and as a result the agency has
downgraded the class A notes to 'BBBsf'.  The downgrade mirrors
the rating of Caixabank ('BBB'/Negative) which performs multiple
roles in the transaction.  The downgrade is driven by the bank's
failure to comply with the transaction documentation, and the
agency's inability to rely on the bank's commitment to implement
remedial actions, should the bank be subject to further
downgrades.

Meanwhile, the increased counterparty risk in AyT CGH Laietana I
remains unresolved.  The agency has also been informed by the
management company that efforts are being made to implement
appropriate remedies.  The agency recognizes that the time to
resolve counterparty exposure has been prolonged due to the
constantly changing environment and for this reason has
maintained the class A and B notes on RWN, pending finalization
of remedial actions.

The agency has also conducted a full review of the five
transactions, which resulted in the downgrade of AyT CGH Navarra
I's mezzanine and junior notes.  The transaction comprises high
loan-to-value ratio mortgages, with highly adverse portfolio
characteristics, ie high portions of loans granted to self-
employed borrowers or borrowers on temporary contracts, as well
as high portions of loans granted to non-resident borrowers.  In
recent months, the transaction has seen an uptick in period
defaults, which has resulted in reserve fund draws and a decline
in credit support available to the rated tranches.  The agency
expects further reserve fund draws on upcoming payment dates,
which will put further pressure on the credit support available
to the notes, increasing the transaction's dependency on
recoveries, the timing of which remains uncertain in the current
environment.

The agency also notes that there has been a noticeable uptick in
arrears in AyT CGH Circulo I.  As of the most recent investor
report for May 2012, the level of three-months plus arrears
reached 1.5% of the current portfolio balance.  The agency
expects late stage arrears to translate into defaults on the
upcoming payment dates, which will most likely lead to further
draws on the reserve fund.  For this reason, the agency has
revised its Outlook on the class C notes to Negative.  At
present, the reserve fund is at 95.7% of its target amount.

The performance of AyT CGH Cantabria I and AyT CGH CCM 1 has
remained in line with Fitch's expectations.  Both transactions
are serviced by Liberbank S. A. ('BB+'/Stable).  However, the
performance of the two transactions has been significantly
different.  As of the most recent payment date, AyT CGH CCM 1's
reserve fund had been almost fully utilized due to the high
volume of defaulted loans that have been provisioned for, while
the AyT CGH Catanbria I reserve fund remains at 90% of its target
amount.  The worse performance of AyT CGH CCM 1 is most likely
driven by the higher concentration of borrowers identified as
self-employed or on other types of contracts (70% vs. 36% in AyT
CGH Cantabria I).  The difference in performance of the two
portfolios is reflected in the lower ratings assigned to the
mezzanine and junior tranches of AyT CGH CCM 1.

As the two transactions are serviced by a 'BB+' rated entity,
Fitch has analyzed the risk of payment interruption, should the
servicer default.  The agency found that the two deals would not
have sufficient liquidity to cover short-term servicer
disruption.  The agency believes that the reserve funds of the
two transactions cannot be relied upon if Liberbank were to
default, as they are likely to be utilized for to provision for
defaults.  As a result, the agency has decided to maintain all
tranches rated 'Asf' and above on RWN.  Failure to implement
appropriate remedial actions would result in the downgrade of
these notes to 'BBBsf' category.

The rating actions are as follows:

AyT Colaterales Global Hipotecario Caja Cantabria I:

  -- Class A (ISIN ES0312273446): downgraded to 'A+sf' from 'AA-
     sf'; RWN maintained
  -- Class B (ISIN ES0312273453): 'Asf'; RWN maintained
  -- Class C (ISIN ES0312273461): affirmed at 'BBB-sf'; Outlook
     Stable
  -- Class D (ISIN ES0312273479): affirmed at 'BB-sf'; Outlook
     Negative

AyT Colaterales Global Hipotecario CCM 1:

  -- Class A (ISIN ES0312273248): downgraded to 'A+sf' from 'AA-
     sf'; RWN maintained
  -- Class B (ISIN ES0312273255): affirmed at 'BBB-sf'; Outlook
     Negative
  -- Class C (ISIN ES0312273263): affirmed at 'CCCsf'; Recovery
     Estimate 75%
  -- Class D (ISIN ES0312273271): affirmed at 'CCsf'; Recovery
     Estimate 0%

AyT Colaterales Global Hipotecario Circulo I:

  -- Class A (ISIN ES0312273321): downgraded to 'A+sf' from 'AA-
     sf'; off RWN; Outlook Stable
  -- Class B (ISIN ES0312273339): affirmed at 'Asf'; Outlook
     Stable
  -- Class C (ISIN ES0312273347): affirmed at 'BBB-sf'; Outlook
     revised to Negative from Stable
  -- Class D (ISIN ES0312273354): affirmed at 'BB-sf'; Outlook
     Negative

AyT Colaterales Global Hipotecario Caixa Laietana I:

  -- Class A (ISIN ES0312273487): 'AA-sf'; RWN maintained
  -- Class B (ISIN ES0312273495): 'Asf'; RWN maintained

AyT Colaterales Global Hipotecario Caja Navarra I:

  -- Class A (ISIN ES0312273040): downgraded to 'BBBsf' from 'AA-
     sf'; Outlook Negative
  -- Class B (ISIN ES0312273057): downgraded to 'Bsf' from 'Asf';
     Outlook Stable
  -- Class C (ISIN ES0312273065): downgraded to 'CCCsf' from
     'BBsf'; Recovery Estimate 10%
  -- Class D (ISIN ES0312273073): downgraded to 'CCsf' from
     'Bsf'; Recovery Estimate 0%


MAPFRE INSURANCE: S&P Cuts Subordinated Debt Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'BBB+' from 'A-'
the long-term counterparty credit and insurer financial strength
ratings on the core operating entities of Spain-based Mapfre
insurance group: Mapfre Global Risks, Compania Internacional de
Seguros y Reaseguros S.A., and Mapfre Re Compa§°a de Reaseguros
S.A.

At the same time, we lowered the long-term counterparty credit
rating on the group's holding company, Mapfre S.A., to 'BBB-'
from 'BBB'. We also lowered our long-term issue ratings on the
subordinated debt of Mapfre S.A. to 'BB' from 'BB+'," S&P said.

"We regard Mapfre's U.S. operations--Commerce Insurance Co. and
Citation Insurance Co. and their intermediate holding company,
Mapfre USA Corp.--as 'strategically important.' We have lowered
to 'BBB+' from 'A-' the long-term counterparty credit and insurer
financial strength ratings on the first two of these entities,
according to our group rating methodology. We have also lowered
to 'BB+' from 'BBB-' the long-term counterparty credit rating on
Mapfre USA Corp.," S&P said

"We also placed all these ratings on CreditWatch with negative
implications," S&P said.

"The rating actions on the various Mapfre Group entities follow
our lowering of the long- and short-term ratings on the Kingdom
of Spain (BBB-/Negative/A-3) on Oct. 10, 2012. Under our
criteria, our view of country risk generally constrains our
ratings on an insurer. Following the sovereign rating action,
country risk has, in our view, increased," S&P said.

"Our criteria allow up to a two-notch differential between the
ratings on Mapfre's core operating entities and the ratings on
Spain. This reflects Mapfre's geographic diversification in
countries rated higher than Spain, and the sensitivity of the
insurance sector to country risk, which we regard as high," S&P
said.

"The ratings on Mapfre's operating entities reflect our view of
the group's strong operating performance; increasing geographic
diversification, enhanced by leading positions in Spain and Latin
America; and track record of good management. We consider these
positive factors to be partially offset by the deteriorating
credit quality of the investment portfolio, increasing country
risk exposure, and weakening capital adequacy levels and
quality," S&P said.

"The negative CreditWatch placement reflects the possibility that
we could lower the ratings by a further one notch following our
review of Mapfre's exposure to country risk and the sensitivity
of its profile to the deteriorating credit quality of Spain," S&P
said.

"We could lower the ratings by a further notch if, in our view,
the sensitivity to country risk from exposures to Spanish
business, sovereign debt, related bank debt, and deposits--and
the resulting potential impact on the business and financial risk
profiles--does not justify a two-notch differential with the
Spanish sovereign rating," S&P said.

"Conversely, we could affirm the ratings at 'BBB+' if, in our
opinion, Mapfre's business and financial profiles demonstrate
higher-than-anticipated resilience to the deteriorating Spanish
environment, through material diversification of exposures," S&P
said.

"We expect to complete our review of Mapfre's exposure and
sensitivity to country risk within the next week, after
discussions with management," S&P said.


* S&P Takes Rating Actions on Spanish Financial Institutions
------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
Spanish financial institutions:

    S&P lowered its long-term counterparty credit ratings on 11
    banks and its short-term counterparty credit ratings on
    four.

    S&P placed its long-term and short-term ratings on three
    banks on CreditWatch with negative implications.

    S&P placed its long-term ratings on three banks on
    CreditWatch with negative implications.

    S&P maintained the long-term ratings on four banks and the
    short-term ratings on one bank on CreditWatch negative.  S&P
    also placed the short-term ratings on one bank on CreditWatch
    negative.

    S&P assigned negative outlooks to the long-term ratings on
    three banks, namely Banco Santander S.A. (Santander), Banco
    Bilbao Vizcaya Argentaria S.A. (BBVA), and Barclays Bank S.A.
   (BBSA).

                               RATIONALE

"The rating actions follow our downgrade of Spain on Oct. 10,
2012," S&P said.

"The downgrade has direct negative rating implications for the
banks that we rated higher than the 'BBB-' long-term rating on
Spain, and on all banks where we factored extraordinary
government support into the ratings in the form of uplift over
the banks' stand-alone credit profiles (SACPs)," S&P said.

"We lowered the ratings on BBVA, CaixaBank S.A. (CaixaBank), and
its parent company Caja de Ahorros y Pensiones de Barcelona (la
Caixa) because we seldom rate financial institutions above the
foreign currency long-term rating on the country where the
institutions are domiciled. We lowered the ratings on Santander
(and as a result its core subsidiary Banco Espanol de Credito
S.A. (Banesto), and its highly strategic subsidiary Santander
Consumer Finance S.A. (SCF)), because, for the rare cases when we
rate banks above the foreign currency long-term rating on the
country where they are domiciled, the notching differential
between the sovereign and bank rating is generally limited to one
notch due to the strong connection we typically see between
banks' creditworthiness and that of their country of domicile. We
also lowered our issue ratings on the nondeferrable subordinated
and hybrid instruments on all the banks. We have affirmed the
'BB/B' ratings on Santander's Portuguese subsidiary, Banco
Santander Totta S.A., because we limit the ratings on this
subsidiary at the level of the ratings on the Republic of
Portugal (BB/Negative/B), although we believe it is a highly
strategically important subsidiary for the group," S&P said.

"In addition, we removed the one notch of uplift for
extraordinary government support that we previously incorporated
into our ratings on Banco de Sabadell S.A. (Sabadell), Banco
Popular Espanol S.A. (Popular), Bankia S.A. (Bankia), and Banco
Financiero y de Ahorros S.A. (BFA), which led us to lower our
long-term ratings on these entities by one notch. The number of
notches of extraordinary government support that we incorporate
into our bank ratings depends on our view of the banks' systemic
importance, SACPs, and the sovereign rating. The lowering of our
long-term rating on Spain led us to remove the notch of
extraordinary government support for these banks. We have not
changed our assessments of these banks' systemic importance and
we have not yet reviewed the wider implications of the sovereign
action on the banks' SACPs. We did not lower our issue ratings on
these banks' subordinated debt and hybrid instruments, because we
base these issue ratings on the banks' SACPs rather than on their
issuer credit ratings. The ratings on Popular, Bankia, and BFA
continue to incorporate short-term government support. Our
assessment of this has not been affected by the sovereign
downgrade, but we will review this again after the banks have
finalized their recapitalization plans," S&P said.

"Our two-notch downgrade of Spain to 'BBB-' and the factors
behind it will likely affect our view of the Spanish banking
sector's economic and/or industry risks. In turn, this could
affect our assessment of the bank-specific factors that underpin
our assessments of Spanish banks' SACPs -- business position,
capital and earnings, risk position, funding, and liquidity. As a
result, we have placed on CreditWatch negative most of our issuer
and issue ratings on Spanish banks that we hadn't already placed
on CreditWatch, except those on Santander (and its abovementioned
subsidiaries), BBVA, and BBSA. For those banks whose long-term
ratings are on CreditWatch, and which all now stand at the same
level as their SACPs, we also placed our issue ratings on
nondeferrable subordinated debt and hybrid instruments on
CreditWatch negative," S&P said.

"Our CreditWatch placements on banks' long-term ratings weren't
always accompanied by CreditWatch placements on their short-term
ratings. In particular, we affirmed our short-term ratings on
Sabadell, la Caixa, and Bankinter because we think that,
following the CreditWatch resolution, we would not likely lower
the long-term ratings by a number of notches sufficient to prompt
a lowering of our short-term ratings," S&P said.

"We assigned negative outlooks to the long-term ratings on
Santander (and its subsidiaries Banesto and SCF), BBVA, and BBSA
rather than placing them on CreditWatch negative. For Santander
and BBVA, the two largest Spanish banks, this is because we think
it unlikely that we would lower their SACPs -- 'a-' and 'bbb+',
respectively -- by more than two notches to stand below the
current ratings. With regard to BBSA, we derive the ratings from
those on its U.K.-based parent Barclays Bank PLC (A+/Stable/A-1)
and cap them at the level of our long-term rating on Spain,
because we view the bank as a highly strategic subsidiary. As a
result, BBSA will not be affected by our review of the Spanish
banking sector's economic and industry risks, even if we were to
lower its 'bb' SACP following our review," S&P said.

"The long-term ratings on the banks that we had already placed on
CreditWatch negative pending details on their recapitalization,
restructuring, and/or merging plans, and/or our analysis of the
latter, remain on CreditWatch. These banks are Popular, Bankia,
BFA, and Ibercaja Banco S.A. (Ibercaja). The short-term ratings
on Ibercaja also remain on CreditWatch negative and we have also
placed our short-term ratings on BFA on CreditWatch negative. We
have, however, extended the scope of our CreditWatch to include
the potential lowering of these banks' SACPs following our review
of the Spanish banking sector's economic and industry risks," S&P
said.

"Following Ibercaja's announcement on Oct. 9, 2012, that the
planned merger with Liberbank and Caja3 had fallen through, we
excluded the potential negative consequences of the integration
from the scope of our CreditWatch placement. We therefore believe
that a negative rating action on Ibercaja would be limited to two
notches, from three previously. However, the CreditWatch
resolution still depends on our view of the actions Ibercaja will
have to take to meet the new capital requirements, and their
impact on our assessment of the bank's capital position. We will
also assess the strategic challenges posed by the failed merger
in the context of an increasingly consolidated Spanish banking
system," S&P said.

                              OUTLOOK

"The negative outlooks on the long-term ratings on Santander (and
consequently Banesto and SCF), BBVA, and BBSA mirror that on the
long-term rating on Spain. We could lower our ratings on these
banks following a further downgrade of Spain," S&P said.

"For Santander and BBVA, we don't anticipate that we would lower
our SACPs by more than two notches following our review of the
Spanish banking sector, if at all. The possibility that our long-
term ratings on these banks would be affected is therefore
remote. Under this scenario, we wouldn't lower our issue ratings
on their nondeferrable subordinated debt and hybrid instruments
because we currently base them on the issuer credit ratings
rather than the SACPs," S&P said.

Equally, the negative outlook on BBSA mirrors that on Spain.

                            CREDITWATCH

"As part of our CreditWatch resolution, we expect to conclude our
review of the wider implications of the sovereign downgrade on
the economic and/or industry risks for the Spanish banking sector
and the Spanish banks we rate in November," S&P said.

"While resolving our CreditWatch placements, we will review our
assessments of each bank's funding and liquidity -- as we
announced in August 2012 -- to better highlight the differences
among these institutions, and, when appropriate, recognize where
short-term government support is being provided," S&P said.

"For the banks currently undergoing recapitalizations and
restructurings, we also expect to resolve our CreditWatch
placements within the same timeframe once we receive detailed
information on these plans and assess their impact on the banks'
business and financial profiles," S&P said.

RATINGS LIST
RATINGS LOWERED
                              To                From

Banco Bilbao Vizcaya Argentaria S.A.
Counterparty Credit Ratings   BBB-/Negative/A-3  BBB+/Negative/A-
2
Subordinated                  BB+                BBB
Hybrid Instruments            BB-                BB+

Barclays Bank S.A.
Counterparty Credit Ratings   BBB-/Negative/A-3  BBB+/Negative/A-
2

Santander Consumer Finance, S.A.
Counterparty Credit Ratings   BBB-/Negative/A-3  BBB+/Negative/A-
2
Subordinated                  BB+                BBB

Banco Santander S.A.
L-T Counterparty Credit Rating
                              BBB/Negative    A-/Negative
Subordinated                  BBB-            BBB+
Hybrid Instruments            BB              BBB-

Banco Espanol de Credito S.A.
L-T Counterparty Credit Rating
                              BBB/Negative    A-/Negative
Subordinated                  BBB-            BBB+
Hybrid Instruments            BB              BBB-

Banco Popular Espanol S.A.
L-T Counterparty Credit Rating
                              BB/Watch Neg    BB+/Watch Neg

Bankia S.A.
L-T Counterparty Credit Rating
                              BB/Watch Neg    BB+/Watch Neg

Banco Financiero y de Ahorros S.A.
L-T Counterparty Credit Rating
                              B/Watch Neg     B+/Watch Neg


RATINGS LOWERED; PLACED ON CREDITWATCH
                              To              From
CaixaBank S.A.
L-T Counterparty Credit Rating
                              BBB-/Watch Neg  BBB/Negative
S-T Counterparty Credit Rating
                              A-3/Watch Neg   A-2
Hybrid Instruments            BB-/Watch Neg   BB

Caja de Ahorros y Pensiones de Barcelona
L-T Counterparty Credit Rating
                              BB/Watch Neg    BB+/Negative
Subordinated                  B+/Watch Neg    BB-

Banco de Sabadell S.A.
L-T Counterparty Credit Rating
                              BB/Watch Neg    BB+/Negative

PLACED ON CREDITWATCH
                              To              From
Banco Financiero y de Ahorros S.A.
S-T Counterparty Credit Rating
                              B/Watch Neg     B

Kutxabank S.A.
L-T Counterparty Credit Rating
                              BBB-/Watch Neg  BBB-/Negative
S-T Counterparty Credit Rating
                              A-3/Watch Neg   A-3

Confederacion Espanola de Cajas de Ahorros
L-T Counterparty Credit Rating
                              BBB-/Watch Neg  BBB-/Stable
S-T Counterparty Credit Rating
                              A-3/Watch Neg   A-3

Bankinter S.A.
L-T Counterparty Credit Rating
                              BB+/Watch Neg   BB+/Negative
Subordinated                  BB-/Watch Neg   BB-
Hybrid Instruments            B/Watch Neg     B

Banco de Sabadell S.A.
Subordinated                  B+/Watch Neg    B+
Hybrid Instruments            B-/Watch Neg    B-

Banco Popular Espanol S.A.
Subordinated                  B/Watch Neg     B
Hybrid Instruments            CCC+/Watch Neg  CCC+


RATINGS AFFIRMED

Banco Santander Totta S.A.
Counterparty Credit Ratings
                             BB/Negative/B

Banco Santander S.A.
S-T Counterparty Credit Rating
                             A-2

Banco Espanol de Credito S.A.
S-T Counterparty Credit Rating
                             A-2

Caja de Ahorros y Pensiones de Barcelona
S-T Counterparty Credit Rating
                             B

Banco de Sabadell S.A.
S-T Counterparty Credit Rating
                             B

Banco Popular Espanol S.A.
S-T Counterparty Credit Rating
                             B

Bankia S.A.
S-T Counterparty Credit Rating
                             B
Subordinated
                             CC

Bankinter S.A.
S-T Counterparty Credit Rating
                             B

Banco Financiero y de Ahorros S.A.
Subordinated                 CC
Hybrid Instruments           C


REMAIN ON CREDITWATCH

Ibercaja Banco S.A.
L-T Counterparty Credit Rating
                             BBB-/Watch Neg
S-T Counterparty Credit Rating
                             A-3/Watch Neg
Subordinated                 BB+/Watch Neg
Hybrid Instruments           B+/Watch Neg
N.B. - This list does not include all ratings affected.



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


* SWEDEN: Moody's Examines Covered Bond Legal Framework
-------------------------------------------------------
Sweden's covered bond legal framework has a number of strengths
that lift it above the average, says Moody's Investors Service in
a new Special Comment published on Oct. 15. Important strengths
include (1) the law restricts loans backed by commercial property
to 10% of the cover pool; and (2) loans more than 60 days past
due are not eligible to be included in cover tests.

Balanced against the more-numerous strengths, one weakness
Moody's highlights is that Sweden's law does not provide for any
minimum over-collateralization (OC) level. However, the value of
the cover pool assets must always be greater than the value of
covered bonds on a nominal and net present value basis, and
issuers may commit to holding a certain minimum amount of OC.

The new report is entitled "Sweden - Legal Framework for Covered
Bonds".

In addition to the above-mentioned strengths, other key positives
include, but are not limited to: (1) the cover pool administrator
has broad powers to enter into senior-ranking liquidity loans and
other arrangements to mitigate refinancing risk following issuer
default; and (2) cover pool hedging agreements cannot provide for
early termination upon insolvency of the issuer, and collateral
posting or counterparty substitution should be provided for if
counterparty credit quality deteriorates. Moody's also says that
for issuers that are specialist credit institutions, the fact
that these institutions do not take deposits may mitigate set-off
risk.

Certain other strengths of the law may offer less protection due
to market practice. For example, the law provides for material
interest rate and currency risk stresses. However, in practice,
if these risks are swapped the swaps are taken into account when
performing the stresses, even though the swaps (in particular,
any swap with the issuer's parent) may not survive issuer
default. The law also provides covered bondholders with a senior
unsecured claim on the issuer, but the value of that claim may be
limited if the issuer is a specialist entity with few assets
outside the cover pool.

In the report Moody's has ranked legal features as either Strong,
Average, or Weak (denoted Moody's Legal Views or "MLVs"). MLVs
reflect a relative, credit-based, view of how legal features
compare to a "typical" covered bond legal framework. A common
benchmark is used so that reports can be compared across
jurisdictions. Moody's will continue to review legal frameworks,
so the benchmark and MLVs may evolve over time. Furthermore,
market practices may, where permitted: (i) reduce protection for
covered bondholders by overriding or otherwise altering the
effect of provisions in the law; or (ii) improve protection for
covered bondholders over and above the provisions of the law. In
these cases Moody's uses "MP" to denote market practice and
provide a composite evaluation.

The report published on Oct. 15 follows Moody's report on
Norway's covered bond legal framework. As each report lists and
discusses the same legal features, the reports may be used as a
resource for analyzing a country's covered bond legal framework
both on a stand-alone basis and also in comparison to other
frameworks.



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


DUFRY AG: S&P Assigns 'BB+' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating to Swiss travel retailer Dufry AG. The
outlook is stable.

"At the same time, we assigned a 'BB+' issue-level rating to the
proposed US$500 million eight-year senior unsecured notes to be
issued by special-purpose entity Dufry Finance S.C.A., in line
with the corporate credit rating of Dufry AG. We also assigned a
'BB+' issue-level rating to the CHF650 million multicurrency
revolving credit facilities borrowed by Dufry International A.G,
a subsidiary of Dufry AG. The recovery rating on these unsecured
debt instruments is '4', indicating our expectation of average
(30% to 50%) recovery for debt holders in the event of a payment
default," S&P said.

"The ratings on the pending bond issue are subject to the
successful issuance of this instrument and our review of final
documentation," S&P said.

"The rating reflects our assessment of Dufry's business risk
profile as 'satisfactory,' due to our view of the company's
position as a leading global player in the growing, but volatile,
retail travel industry. Against this, we see Dufry's financial
risk profile as 'significant,' owing to the company's track
record of debt-financed external growth. This strategy has caused
the company's adjusted ratio of debt to EBITDA to move within
2.0x and 4.0x range in recent years. Dufry has a market share of
about 9% in this highly fragmented market following its
acquisition of a 51% stake of Hellenic Duty Free Shop S.A. from
Folli Follie Group (not rated). The company generated a turnover
of CHF2.6 billion and a Standard & Poor's-adjusted EBITDA of
CHF365 million in 2011. The company runs a network of more than
1,200 shops, mainly at airports (88% of sales) in 45 countries,
and generates about 60% of its sales in emerging markets," S&P
said.

"The stable outlook reflects our view that, despite its focus on
external growth and based on its resilient earnings and FOCF
capacity, Dufry will sustain its deleveraging trend after its
recent announced acquisition, and maintain its Standard & Poor's-
adjusted ratio of debt to prorated EBITDA within 2.5x to 3.5x,
while maintaining FOCF generation between 10% to 15% of debt.
Furthermore, our assessment takes into account our expectation
that the company will quickly deleverage within 12 months
following future acquisitions," S&P said.

"We could consider a positive rating action if the company
sustains a ratio of adjusted debt to EBITDA of about 2.5x, if
prorated FFO to debt improves to 30%, and if it implements a more
conservative financial policy," S&P said.

"We could take negative rating actions if Dufry's financial
covenant headroom tightens above our expectations. This could
materialize if political event risk results in sales volatility
as about 10% of group sales and about 19% of group EBITDA would
be generated by the Greek duty-free business according the
company. Furthermore, we could lower the rating if debt to pro
rata EBITDA were to exceed 3.5x while FOCF to debt fell
significantly below 10%, or if external shocks or the loss of
major concessions caused a sustained decline in profitability,"
S&P said.



PETROPLUS HOLDING: Petit Couronnere Finery Put In Liquidation
-------------------------------------------------------------
Tara Patel at Bloomberg News reports that CFDT labor union
representative Laurent Patinier said a French court in Rouen
decided to place in liquidation Petroplus Holding AG's Petit-
Couronnere finery in Normandy.

According to Bloomberg, Mr. Patinier said that the court rejected
an offer by Netoil Inc. to take over operations.  It set a Nov. 5
deadline for any other improved bids to come forward or else the
plant will be shuttered, Bloomberg discloses.

                        About Petroplus

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

Petroplus was forced to file for insolvency in late January after
struggling for months with weak demand due to the economic
slowdown in Europe and overcapacity amid tighter credit
conditions, high crude prices and competition from Asia and the
Middle East, MarketWatch said in a March 28 report.

According to MarketWatch, Petroplus said in March a local court
granted "ordinary composition proceedings" for a period of six
months. As part of the court process, Petroplus intends to sell
its assets to repay its creditors.

Some of Petroplus' units in countries other than Switzerland have
filed for "different types of proceedings" and are currently
controlled by court-appointed administrators or liquidators,
which started the process to sell assets, including the company's
refineries.



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


ATH RESOURCES: Calls in Deloitte to Explore Restructuring Options
-----------------------------------------------------------------
Perry Gourley at The Scotsman reports that the future of ATH
Resources was thrown into doubt on Monday after it called in
Deloitte to look at options including restructuring or a sale of
the business.

The company, which has blamed a slump in coal prices for its
difficulties, warned that the level of its debts meant
shareholders were likely to see the value of their stakes wiped
out in any rescue move for the firm, the Scotsman discloses.

The news came just two weeks after the company announced that it
was in discussions with its key backers to secure support for a
proposed refinancing plan, the Scotsman relates.

According to the Scotsman, although ATH said on Monday that talks
with parties -- including its lenders -- were continuing, it
warned that "developments over the past week had led the
directors to believe that the company is unlikely to attract the
level of capital required to continue operating without a
restructuring of the group".

"Given the level of liabilities within the company, it is
unlikely that shareholder value will be maintained following any
possible restructuring."

The company's market value has plunged in recent years, from a
high of more than GBP110 million in 2007 to just GBP550,000 on
Monday, the Scotsman notes.  ATH, as cited by the Scotsman, said
that Deloitte had been instructed to advise on "all restructuring
options that may be available and to assist the board in
considering the merit of any proposals from parties who may be
interested in investing in or acquiring the business".  It will
update the market on developments "in due course".

ATH Resources is Scotland's second-largest open cast miner.  The
company employs more than 300 people.  It is headquartered in
Doncaster.


CHELBURY HOMES: Legal Claims Pushed Firm Into Administration
------------------------------------------------------------
Kaleigh Watterson at Insider Media Limited reports that
litigation issues stemming from a landslip on a site in Stroud
contributed to the administration of Chelbury Homes Ltd.

Administrators at PricewaterhouseCoopers LLP revealed that
creditors of Chelbury Homes are expected to face a shortfall,
according to Insider Media.

Ross Connock and Robert Lewis of PwC in Bristol were appointed
joint administrators of Chelbury Homes Ltd on July 30, 2012.

Insider Media Limited notes that in a report to creditors, the
administrators said a slip of an embankment and the collapse of a
section of sewer that runs through the embankment occurred at
Cheapside in December 2005.

Severn Trent Water undertook remedial work to the sewer in 2006.
But in 2011 Severn Trent Water lodged a claim against Chelbury
Homes for the costs of the work it carried out, citing Chelbury
Homes was at fault, the report discloses.

A counterclaim was lodged by Chelbury Homes as well as an
additional claim against project engineer Wilson Associates
(Consulting) Ltd, the report relates.

The report notes that Chelbury Homes then sought litigation
funding to purse the counterclaim and the claim against Wilson
Associates - but it was unsuccessful in securing this.

Severn Trent Water and Wilson Associates both issued applications
for security for costs against the company in 2012 in the sums of
GBP400,000 and GBP218,000 respectively, the report relays.

The first hearing in February 2012 was postponed and scheduled to
be heard in July 2012.

However, the report relates that the directors concluded that
should the hearing find against Chelbury Homes, the business
would be insolvent.  As a result, a notice of intention to
appoint an administrator was filed.

The administrators said they are currently seeking marketing
advice in relation to the sites at Staple Edge View and Cheapside
and are engaging with the management agent of the properties at
Princess Royal Road, the report says.

The report discloses that the administrators said that
distributions to the bank depended on future realizations,
however, it was "highly likely" that it would suffer a shortfall
on its lending.

As the company did not have employees no preferential claims are
expected and, according to the statement of affairs from the
directors, unsecured creditors are owed GBP11, 734, the report
notes.

The report adds that administrators said they expect that there
will be "insufficient asset realizations" to enable a
distribution to unsecured creditors.

Chelbury Homes Ltd is a property investor and developer in
Gloucestershire.


CLUB CLASS: High Court in London Winds Up Marketing Firms
---------------------------------------------------------
Seven connected companies, which mis-sold membership of a
concierge holiday scheme to the public while ostensibly
conducting meetings to propose action against timeshare deals,
have been wound up in the public interest by the High Court in
London.

The Companies are:

   -- Club Class Concierge Ltd;
   -- Bridge View Consultants Ltd.;
   -- Club Class Concierge plc;
   -- Club Class International plc;
   -- Club Class Holdings Ltd;
   -- Club Class Corporation plc; and
   -- Club Class plc.

The order to wind up the companies, five of which were registered
in Seychelles and two in the UK, followed an investigation by the
Company Investigations team of the Insolvency Service in London.

The Secretary of State for Business, Innovation and Skills
petitioned to wind up all the companies, collectively known as
Club Class, as they were all intimately involved in the marketing
of the scheme in the UK.

One of the English companies, Bridge View Consultants Ltd sold
the Club Class product to the public in the UK at meetings which
were ostensibly arranged to address people who had been mis-sold
timeshares.

At these meetings, timeshare owners were encouraged to sign up to
a group action against the timeshare industry to be conducted by
an organisation called International Timeshare Refund Action
(ITRA).

The court heard that instead, the ITRA presentation became a Club
Class presentation in which consumers were informed there was a
"one-off" opportunity for them to irrevocably relinquish their
timeshares in part-payment for the substantial cost of the Club
Class membership, which ranged from around ú7,000 to ú15,000.
Consumers were unaware in advance that this was the true purpose
of the meeting.

During the meetings, some lasting up to six hours, consumers were
put under immense pressure to exchange their timeshares, which
they were told were essentially worthless, but could be set off
against the cost of their holiday club membership.

Consumers were also told that their timeshare liabilities would
continue in perpetuity and pass to their heirs. The principal
inducement was that the Club Class group would arrange for the
release of the consumer from these onerous liabilities by
effecting transfer or other means. Cash-backs were also offered
as another sales promotional tool.

In fact, consumers' timeshares were simply returned to the resort
owner and no real efforts were made to assume their liability. As
a result, consumers continued to receive maintenance demands from
the resort owners. A representative of the Seychelles companies ,
Dennis Gilson, , admitted in court that because of the onerous
terms that had to be complied with to receive a cash payment, the
cash-back offers were the equivalent of a spot-the-ball
competition.

In making the winding-up orders, the Court found that in addition
to the mis-selling and lack of commercial probity which generated
a significant volume of complaints, there was a lack of
transparency within the operations of the companies. The
companies' officers also failed to co-operate with the
investigation.

Commenting on the case, David Hill an Investigation Supervisor
with The Insolvency Service said:

"These companies were set up with the aim of duping consumers,
who in some cases had already suffered from unfair timeshare
deals, by using slick patter for what was in reality the selling
of an illusion. There was nothing investors could gain from
paying to these companies.

"This action shows that The Insolvency Service will investigate
and close down companies set up to scam the public"

The petitions to wind up the companies were presented in the High
Court on August 31, 2011, under the provisions of section 124A of
the Insolvency Act 1986 following confidential enquiries by
Company Investigations.


ELIXIR FOUNDATIONS: Collapses Into Administration
----------------------------------------------------
Tony McDonough at Liverpool Echo.co.uk reports Kirkby-based
Elixir Foundations has collapsed and administrators have been
called in.

"It is with regret that the directors of Elixir Foundations
Community Interest Company must announce that the company has had
to cease trading . . . .  Despite having achieved significant
social and environmental impact, generating more than 1,000 jobs
for vulnerable adults whilst diverting over 10,000 tonnes of
waste from landfill, early operational issues have dogged the
company . . . .  Despite using their best efforts, including
further investment of their own money, the directors have not
been able to overcome these historic issues. . . . Having taken
this very difficult decision the directors will now work as best
they can to ensure the future employment of those affected by
these events," Elixir said in a statement obtained by the news
agency.

The report discloses that the Chester office of Parkin S Booth
has been appointed as administrator.

Kirkby-based Elixir Foundations is a pioneering Merseyside social
enterprise that offered an employment lifeline to more than 1,000
vulnerable adults.


MANGANESE BRONZE: Geely Mulls Cash Injection
--------------------------------------------
Martin Flanagan at The Scotsman reports that Geely, the Chinese
carmaker, is weighing up a rescue bailout for troubled Manganese
Bronze.

Executives from the Chinese firm, which has a 20% stake in the
Coventry-based company, were understood to be flying to Britain
on Monday to discuss a possible cash injection, the Scotsman
notes.

Manganese Bronze suspended trading in its shares on Friday after
having to recall 400 of its new TX4 cab model because of a
steering system fault, the Scotsman relates.  The loss-making
vehicle manufacturer has halted sales until the problem is fixed,
the Scotsman states.

According to the Scotsman, with no income stream for the
foreseeable future, a possible cash injection from the Chinese is
thought to be top of the agenda in the talks starting last Monday
that may be extended this week.

The Scotsman relates that John Russell, Manganese's chief
executive, admitted at the weekend that "we are not yet at the
point where we have crystallized a way forward with Geely".

However, he played down suggestions the British company is
heading for administration, the Scotsman discloses.

Manganese Bronze is the manufacturer of the iconic British black
taxi.


UNIGLAZE: In Administration, Cuts 88 Jobs
-----------------------------------------
Annabelle Dickson at Norwich Evening News 24 reports that
Uniglaze appointed administrators just over a year after it was
forced to broker a deal with its creditors.

A total of 88 staff have lost their jobs and administrators KPMG
are looking for a buyer, according to Norwich Evening News 24.

The report relates that it comes after the company was forced to
broker a refinancing package with a local partner and existing
shareholders after it got into trouble in Spring 2011.

At the time a new management team, led by managing director
Philip Davis, was drafted in to oversee a CVA (Company Voluntary
Arrangement) - where a company makes a court-approved agreement
with its creditors for the settlement of debts, the report notes.
The move kept the firm afloat, saving some 280 jobs at the time,
the report relates.

Norwich Evening News 24 says that a statement from KPMG said
Chris Pole and Richard Philpott had been appointed joint
administrators to Uniglaze 2 (East Anglia) Limited.

"The company has struggled for a number of years in the wake of
the severe downturn that has hit the UK construction sector and
wider economy. While market conditions have been very
challenging, management and creditors worked together to address
the business' financial problems by agreeing a company voluntary
arrangement (CVA) in April 2011 . . . .  In spite of the
company's efforts to find a resolution to its problems via a CVA,
the company's cashflow has been substantially impacted by a
further decline in turnover and the insolvency of a key customer.
. . .  In the context of a persistently difficult market for
businesses supplying into the construction sector, the company
has been unable to restructure further or to attract additional
funding, leaving the directors with no other option than to seek
the appointment of administrators," the report quoted Chris Pole,
director of KPMG's Restructuring practice and joint
administrator, as saying.

Chris Pole added: "The administrators will seek to complete work
already in progress at the main site in New Costessey while
exploring the possibility of finding a buyer for the business and
its assets.  We would encourage any interested parties to contact
us as soon as possible."

Uniglaze is a Norwich manufacturer and supplier of toughened
glass and double glazing.


WAVERLEY TBS: In Liquidation as Administrators Fail to Find Buyer
-----------------------------------------------------------------
Luke Nicholls at bighospitality.co.uk reports that Waverley TBS
has been placed into liquidation after administrators failed to
find a buyer for the business, leaving 685 employees redundant
and further job losses expected.

The report says the business, which was taken over by
administrators at Deloitte last week, had attracted interest from
companies such Booker and Matthew Clark, but administrators said
they would have to wind the company down after no suitable offers
came forward.

Waverley TBS is a drinks wholesaler.


* Insolvency Numbers Show Hospitality and Leisure Sector Hit Hard
-----------------------------------------------------------------
The latest PwC analysis of corporate insolvency numbers shows
that hospitality and leisure (H&L) was one of the worst off
sectors in the twelve months to the end of September compared to
the same period the year before.

In total, there were 1,464 insolvencies in the H&L sector in the
past twelve months compared to 1,304 in the same period the year
before. Despite this rise, H&L insolvencies in Q3 2012 were down
by 15% compared to Q2, and were down by 11% compared to the same
quarter last year. The number of insolvencies across most areas
of H&L dropped between Q2 and Q3 apart from gambling and sport.
The biggest drop between Q2 and Q3 was seen in hotels, which saw
a 43% fall, followed by travel & tourism which saw a 40% drop and
bars, a 23% decrease.

After reaching a high level at the end of 2011 and into the start
of 2012, the level of H&L insolvencies has steadily fallen since
Q1 this year, which has been driven by a reduction in
insolvencies for pubs and restaurants. However, restaurants were
still the worst hit of all H&L sectors in Q3 2012, with 156
insolvencies across the UK. London saw the highest number of
restaurant insolvencies in Q3 2012 with 59. London alone has seen
451 restaurant insolvencies since Q4 2010, out of a national
total of 1,326.

David Chubb, PwC business recovery partner and hospitality and
leisure specialist, commented:

"Pubs and restaurants have had a good quarter in the fight
against the recession. They continue to combat drops in
discretionary spend by enticing consumers with promotions like
set menu vouchers, happy hours, and multi buy deals. However,
there are signs that consumers are now expecting this and are
farming the offers without spending on additional courses or
drinks which the promotion was priced to entice. Consequently,
operators are now having to consider the economics of the special
offer strategy.

"We are seeing that parts of the pub sector are coming out of
recession and there are some good news stories, but behind the
figures it is still very clear that across the sector there are
both winners and losers. Under-invested pubs and over capacity
will continue to be issues and consequently further closures are
inevitable, but this has a positive impact for the survivors.

"Most of the businesses will be looking for an uplift in
performance over the Christmas period and therefore I would
expect a further drop in insolvencies for the next quarter. Only
time will tell if H&L insolvencies continue to decline beyond the
Christmas period, but certainly recessionary pressures on leisure
spend will continue over the next 12 months. Limited spending is
likely to focus around leisure activities with an element of
treat and experience but despite the consumer squeeze, leisure
remains a key component of consumer spending."

Across all sectors the level of insolvency has continued to
decline every quarter this year. There were 3,296 incidences of
insolvency across the UK in Q3 this year compared to 4,045 in Q3
2011. This means that the number of companies falling into
administration during Q3 this year fell by 18% compared to the
previous quarter and there was a drop of 19% compared to Q3 2011.

Which Sectors Are Struggling The Most?

The worst affected sectors continue to include construction (631
insolvencies) manufacturing (392), retail (346), hospitality &
leisure (299) and real estate (139).

Across the UK

PwC's analysis shows that all regions showed a decline in the
number of insolvencies versus the same quarter last year. Most
regions also showed a decline compared to the previous quarter of
2012, apart from the West which showed a 7% rise and Wales, an 8%
increase.

London continues to have the highest number of insolvencies with
851 in Q3, and the region showed a 15% decrease in volume
compared to the same quarter last year. Compared to the previous
quarter in 2012, London insolvencies in Q3 were down by 6%.

The South West saw a 33% fall in insolvencies in Q3 compared to
the same quarter last year, which was the biggest year on year
improvement of all the regions. The North East & Cumbria was the
region that showed the biggest improvement compared to the
previous quarter of this year, with a 58% fall in insolvencies.
Print this article



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U Z B E K I S T A N
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AGROBANK OJSC: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed OJSC Agrobank's Long-term foreign
currency Issuer Default Rating (IDR) at 'B-' with a Stable
Outlook and Viability Rating (VR) at 'f'.  Fitch has also
downgraded the bank's Long-term local currency IDR to 'B-' from
'B'.  The agency has removed the IDRs from Rating Watch Negative
(RWN), where they were placed on October 31, 2011.

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

Agrobank's IDRs reflect Fitch's view of the probability that
support would be forthcoming from the Uzbek authorities if
needed.  This view takes into account the evidence of recent
regulatory forbearance, the track record of equity injections,
Agrobank's significant systemic importance as the fourth-largest
bank by assets in the country, and its policy role as a lender to
the agricultural sector.

At the same time, the downgrade of the Long-term local currency
IDR to 'B-' from 'B' reflects the fact that support made
available to date by the state authorities, combined with a
further planned equity injection, is unlikely, in Fitch's view,
to be sufficient to fully restore the bank's solvency.

RATING ACTION RATIONALE AND DRIVERS - VIABILITY RATING

The affirmation of the VR at 'f' reflects Fitch's view that the
bank has not yet regained its solvency following losses resulting
from the alleged fraudulent activities of its former employees,
discovered in 2011.

Agrobank received about UZS11bn of new capital from the state in
2011 and UZS41bn in H112.  Taking into account its UZS9bn local
GAAP net profit in H112, the bank's Fitch core capital (FCC)
should improve but remain negative at end-2012 due to the
necessary impairment adjustment relating to the UZS249bn claims
against the former employees.  The bank expects to recover this
amount by taking ownership of property allegedly acquired
following the fraud.  However, an immaterial proportion has
actually been repossessed to date, and Agrobank's auditors made a
qualification to the bank's 2011 IFRS accounts with respect to
these assets.

Management previously expected that the state would make a
further UZS74bn equity injection during 2012, but the deadline
has slipped several times.  Should the expected capital
contribution be made in Q412, Agrobank's FCC could turn modestly
positive but Fitch estimates that the FCC/risk-weighted assets
ratio would likely still be in the low single-digit percentage
range.

At end-7M12, Agrobank's liquid assets totalled a moderate
UZS173bn, or 17% of customer deposits, according to its statutory
accounts.  However, some of these assets could be encumbered in
currency conversion operations for clients and, hence,
unavailable for Agrobank's general liquidity needs.  Furthermore,
the bank has been in breach of some covenants on its third-party
wholesale debt.  On balance, deposits have been stable to date
and the wholesale debt was a manageable 5% of liabilities at end-
7M12 and has not been accelerated to date.

RATING SENSITIVITIES

The IDRs and Support Rating Floor could be downgraded further
should the bank's weak solvency translate into liquidity problems
without sufficient and timely state support being made available.

The Long-term local currency IDR could be upgraded back to 'B' if
a recapitalisation of the bank restores its solvency.  A
strengthening of the bank's capital position, as a result of
equity injections and/or recovery of problem receivables, could
also result in an upgrade of the VR.

The potential for any upgrade of the Long-term foreign currency
IDR and Support Rating Floor is constrained by Uzbekistan's
foreign currency transfer and convertibility risks, as a result
of which Fitch caps the Long-term foreign currency IDRs of all
Uzbek banks at 'B-' (see 'Fitch Downgrades Four Uzbek Banks
Foreign Currency IDRs to 'B-', Rates 'B' in Local Currency',
dated 7 June 2011, available on www.fitchratings.com).

The rating actions are as follows:

  -- Long-term foreign currency IDR: affirmed at 'B-'; Outlook
     Stable; off RWN
  -- Short-term foreign currency IDR: affirmed at 'B'; off RWN
  -- Long-term local currency IDR: downgraded to 'B-' from 'B';
     Outlook Stable; off RWN
  -- Short-term local currency IDR: affirmed at 'B'; off RWN
  -- Viability Rating: affirmed at 'f'
  -- Support Rating: affirmed at '5'
  -- Support Rating Floor: affirmed at 'B-'; off RWN


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


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