TCREUR_Public/121108.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, November 8, 2012, Vol. 13, No. 223

                            Headlines



A U S T R I A

HILBER SOLAR: Enters Insolvency Proceedings; Owes EUR12.94MM


B E L G I U M

ETHIAS SA: Fitch Raises Subordinated Debt Rating to 'B+'


C Y P R U S

SONGA OFFSHORE: S&P Cuts Long-Term Corp. Credit Rating to 'B'


F I N L A N D

METSA BOARD: Moody's Affirms 'B3' CFR/PDR; Outlook Positive


F R A N C E

PETROPLUS HOLDINGS: Netoil Submits Revised Offer for French Site


G E R M A N Y

DECO 7 - PAN EUROPE: S&P Lowers Rating on Class F Notes to 'D'
LINDENAU SCHIFFSWERFT: Nobiskrug Keen on Acquiring Lindenau
TALISMAN-3: Fitch Downgrades Rating on Class D Notes to 'Csf'
TECHEM ENERGY: Moody's Rates EUR325-Mil. Sr. Sub. Notes 'B3'
* GERMANY: Moody's Says Uncertainties Remain in Wind Farm Law


I R E L A N D

ADAGIO III: S&P Raises Rating on Class D Notes to 'BB+'
BANK OF IRELAND: S&P Raises Ratings on Sub. Debt Issues to 'CC'


I T A L Y

CAPITAL MORTGAGE: Fitch Lowers Rating on Class B Notes to 'Bsf'
GUALA CLOSURES: Moody's Assigns '(P)B1' Rating to EUR275MM Notes
GUALA CLOSURES: S&P Assigns 'B' Rating to EUR275MM Sr. Sec. Notes


K A Z A K H S T A N

BTA BANK: Former Chairman Loses Lawsuits in London High Court
KASPI BANK: Moody's Assigns 'Ba2' National Scale Rating


L U X E M B O U R G

ARCELORMITTAL: Moody's Cuts Sr. Unsecured Note Ratings to 'Ba1'


N E T H E R L A N D S

GRUPO EMBOTELLADOR: Fitch Affirms 'BB+' Issuer Default Ratings
HARBOURMASTER CLO: Fitch Affirms 'B-' Rating on Class E Notes
NEW WORLD: Moody's Changes Outlook on 'B1' CFR to Stable
PALLAS CDO II: Fitch Affirms 'CCsf' Ratings on Two Note Classes


R U S S I A

EUROPLAN 03: Fitch Assigns 'BB-' Rating to Senior Unsecured Bonds


S P A I N

BBVA EMPRESAS 1: S&P Lowers Rating on Class C Notes to 'CCC+'
COLATERALES GLOBAL: S&P Retains 'BB' Rating on Class D Notes
ORIZONIA: Expects to Complete Debt Restructuring by November
TREE INVERSIONES: Moody's Confirms 'B1' Rating on EUR112MM Loan
* SPAIN: Prime Minister Rajoy Not in Hurry to Seek Bailout


S W E D E N

NOBINA AB: Moody's Raises Corp. Family Rating to 'Caa1'
NOBINA AB: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable


S W I T Z E R L A N D

MATTERHORN MIDCO: Moody's Assigns Definitive 'Caa1' LGD Rating
PETROPLUS HOLDINGS: Netoil Submits Revised Offer for French Unit


T U R K E Y

EKSPO FAKTORING: Moody's Assigns 'Ba3' CFR; Outlook Stable
* REPUBLIC OF TURKEY: Fitch Upgrades Long-Term IDR From 'BB+'


U K R A I N E

* CITY OF KYIV: S&P Assigns 'B-' Rating to Sr. Unsecured Bond


U N I T E D   K I N G D O M

AEROSPACE MACHINING: Placed in Liquidation; 70 Jobs Lost
CLARIS LIMITED: Moody's Cuts Ratings on Two Tranches to 'B1'
COMET: Dixons Retail to Help Save Jobs
NORTH YORKSHIRE: Court Taps Chantrey Vellacott as Liquidators
PERSEUS 22: S&P Retains 'D' Ratings on 2 Note Classes


X X X X X X X X

* Moody's Sees Negative Outlook for Unregulated EMEA Utilities
* EUROPE: Moody's Says Renewable Power to Hit Thermal Generators
* EUROPE: Moody's Says Investment Requirements Pressure TSOs
* Upcoming Meetings, Conferences and Seminars


                            *********


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A U S T R I A
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HILBER SOLAR: Enters Insolvency Proceedings; Owes EUR12.94MM
------------------------------------------------------------
Evertiq.com reports that Hilber Solar GmbH started insolvency
proceedings with the District Court Innsbruck on Oct. 31, 2012.
RA Herbert Matzunski has been named insolvency administrator for
the company.

The company has debts of EUR12.94 million as of Oct. 31, 2012.

According to the report, the elimination of government subsidies
for photovoltaic system in Germany, Italy and Spain has
contributed to the decision to apply for insolvency proceedings.
Recently, a major contract could not be realized and it was
canceled by the client.

The company intends to submit a recovery plan, the report notes.

Hilber Solar is a photovoltaic company based in Steinach a.
Brenner, Austria.  The company currently employs 69 people.



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B E L G I U M
=============


ETHIAS SA: Fitch Raises Subordinated Debt Rating to 'B+'
--------------------------------------------------------
Fitch Ratings has affirmed Ethias S.A.'s (Ethias) Insurer
Financial Strength (IFS) rating and Issuer Default Rating (IDR)
at 'BBB-'.  Both ratings have Stable Outlooks.  At the same time,
Fitch has upgraded the company's subordinated debt rating to 'B+'
from 'B'.

The affirmations reflect Fitch's expectation that additional
support would be provided to Ethias by the Belgian authorities
should the need arise.  This is based on the authorities'
majority ownership of the insurance company, combined with the
company's activity as a provider of insurance to Belgian public
organizations and their employees.

The ratings are also supported by the good technical
profitability shown in 2011 and forecast for year-end 2012,
Ethias's strong business position and the expected improved
capital position for 2012.  At end-June 2012, Ethias published a
net profit of EUR88m and a regulatory solvency margin of 164%.

The upgrade of Ethias's subordinated debt reflects the reduced
risk of coupon deferral as the EC did not impose any constraints
on this debt.  Nevertheless, both execution risk and limited
capital adequacy buffer above the optional coupon deferral
threshold set at 150% of regulatory minimum continue to justify a
low non-investment grade rating for this debt issue.

Management has made vigorous efforts since 2010 to implement the
European Commission's (EC) restructuring plan, which is aimed at
restoring the group's profitability and raising capital adequacy
levels by 2013.  This is evident from the significant improvement
of the non-life technical result and of the regulatory solvency
margin in 2012.

The main restructuring measures taken in 2011 were the disposal
of Nateus, the reinsurance subsidiary Bel Re and its banking
operation Ethias Banque.  Also, in July 2011, Ethias announced
the disposal of its entire stake in Dexia to its parent company
Vitrufin S.A. (formerly Ethias Finance S.A.).  In addition,
management is seeking to reduce drastically Ethias's retail life
business by end-2013.

Fitch expects that there will be no change in Ethias's ownership
in the next 12-24 months. Ethias's shareholder funds decreased by
5% in 2011.  Capital adequacy, based on Fitch's own risk-adjusted
assessment, remained low in 2011 for an entity rated in the 'BBB'
category.  The regulatory solvency margin is adequate and was
broadly stable in 2011. Considering the good level of
profitability and the improvement in financial markets
conditions, Fitch expects capital adequacy to materially improve
by year-end 2012.  The level of shareholder's funds was up by 8%
at end June   2012.

Key rating triggers for a downgrade include any adverse change in
Fitch's view about the Belgian authorities' willingness and
ability to provide support to Ethias group in case of need.  Any
significant deterioration of capital adequacy and/or
profitability would also trigger a downgrade.

Key rating triggers for an upgrade include implementation of the
remaining measures requested by the EC with limited adverse
effects on the group's franchise, and a sustainable demonstration
of Ethias's ability to rebuild capital strength to bring it back
sustainably into line with Fitch's expectations for a company
rated in the 'BBB' category.

As a group, Ethias is one of the leading composite insurers in
Belgium with EUR2.7bn consolidated gross written premiums in
2011.

The rating actions are as follows:

Ethias S.A.:

  -- Long-term IDR: affirmed at 'BBB-'; Outlook Stable
  -- IFS rating: affirmed at 'BBB-'; Outlook Stable
  -- Undated subordinated debt: upgraded to 'B+' from 'B'

Ethias Droit Commun AAM:

  -- IFS rating: affirmed at 'BBB-'; Outlook Stable



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


SONGA OFFSHORE: S&P Cuts Long-Term Corp. Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Cyprus-domiciled mid-water oil and gas
driller Songa Offshore SE (Songa) to 'B' from 'B+'. "At the same
time, we placed the rating on CreditWatch with negative
implications," S&P said.

"The downgrade reflects our revised forecasts for Songa's 2012
operating performance, which are substantially lower than our
previous forecasts. This reflects a lower utilization rate in the
rig fleet in the first nine months of the year due to technical
issues and yard stays," S&P said.

"We believe that weaker operating performance alongside an
increase in capital expenditure (capex) owing to extensive
maintenance work on two rigs in 2012 will result in greater
negative free operating cash flow (FOCF) than we previously
assumed, and will also constrain liquidity and reduce covenant
headroom," S&P said.

"Consequently, and on the basis of our revised forecasts for
full-year 2012, we have revised downward our assessment of
Songa's liquidity to 'less than adequate' from 'adequate' and its
financial risk profile to 'highly leveraged' from 'aggressive'
previously. We continue to assess Songa's business risk
profile as 'weak,'" S&P said.

"To improve liquidity, on Oct. 22, 2012, Songa announced a
nonbinding agreement with offshore deep-water drilling company
Seadrill Ltd. (not rated) for the potential sale of Songa's
Eclipse rig. We also note that on Oct. 24, 2012, Songa announced
the departure of its CEO. Songa has also postponed the release
of its third-quarter results until Nov. 26, 2012," S&P said.

"We had previously projected negative FOCF of about US$250
million in 2012 before debt repayments. We now anticipate
negative FOCF at least US$300 million in 2012, following of an
outflow of US$235 million in the first half of the year to June
30, 2012, partly due to a working capital outflow of $78.9
million. The negative FOCF reflects," S&P said:

    An initial deposit of about US$110 million in the second half
    2012 for one of the new tailor-made Cat-D rigs that Songa has
    already funded under a contract with Norway-based oil and gas
    producer Statoil ASA (AA-/Stable/A-1+)," S&P said; and

    Lower cash flows from the Songa's Trym and Delta rigs as a
    result of longer yard stays.

"We now forecast EBITDA of nearer US$200 million in 2012, rather
than the US$235 million we forecast previously, because of
extensive yard stays for the two rigs, overall weaker operating
performance, and a delay in the Eclipse rig starting operations.
A sale of Eclipse could strengthen Songa's liquidity, but this
would mark a strategic retrenchment to the mid-water market," S&P
said.

"We aim to resolve the CreditWatch placement within the next six
weeks, once we have further information on the sale of the
Eclipse rig, the likelihood of covenant breaches, and Songa's
third-quarter results," S&P said.

"As part of the CreditWatch resolution, we will review the
implications for liquidity of the sale or non-sale of the Eclipse
rig, operating performance in the first nine months of 2012, and
the outlook for both operations and leverage in 2013," S&P said.

"We could lower the rating further if Songa does not secure its
liquidity and covenant positions over the coming weeks, if it
reschedules debt repayments, or if we see prospective leverage as
inconsistent with our revised forecasts," S&P said.

"We could remove the rating from CreditWatch and affirm it if
Songa is able to improve its liquidity through the sale of the
Eclipse rig and to resolve its operating problems. We consider a
funds from operations-to-debt ratio of more than 10% to be
commensurate with the current rating," S&P said.



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F I N L A N D
=============


METSA BOARD: Moody's Affirms 'B3' CFR/PDR; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service has affirmed Metsa Board's B3 Corporate
Family Rating, Probability of Default Rating and the B3 senior
unsecured notes rating. Concurrently, Moody's changed the outlook
on all ratings to positive from stable.

Ratings Rationale

"The outlook change to positive was prompted by expected
improvements in the group's profit and cash generation ability
following extensive capacity closures and restructuring
activities over the past quarters" says Anke Rindermann, Moodys's
lead analyst for Metsa Board. These restructuring measures should
provide for more stability in the group's operating profit
generation, considering fairly stable end customer industries for
the company's core packaging boards, such as food, beverage,
pharmaceuticals and tobacco. At the same time, Moody's cautions
that Metsa Board's remaining paper and pulp activities will
continue to have a cyclical impact on the group's cash generation
while paper consumption is also challenged by structural demand
pressure. The positive outlook recognizes the potential for a
higher rating over the next 6-12 months should the group be able
to build a track record of improving operating profitability that
would allow its financial leverage in terms of Moody's adjusted
Debt/EBITDA to move to below 5.5x over the next few quarters and
to return to positive free cash flow generation over 2013.

Key drivers of expected profit improvements relate to capacity
additions in the group's paperboard operations as well as the
closure of loss-making paper capacity since H2 2011. While
Moody's expects restructuring payments to continue to burden
Metsa Board cash generation ability also in 2013, Moody's
nevertheless forecast moderate amounts of free cash flow to be
generated that should allow the company to gradually reduce its
leverage also beyond 2013.

The affirmation of the group's B3 rating is supported by (i)
Metsa Board's strong market position, being among the leading
producers of paperboard in Europe, (ii) its good vertical
integration, (iii) the continued solid performance of the group's
paperboard division (almost 2/3 of continued group sales), which
will be the major profit contributor going forward. At the same
time, Moody's notes that Metsa Board still needs to prove the
potential for improving operating profitability following
extensive restructuring measures. In addition, refinancing
challenges, although clearly reduced, remain, with a EUR150
million bridge financing coming due in June 2014.

A rating upgrade would therefore require Metsa Board to build a
track record of improved operating profitability and cash flow
generation despite the challenging macroeconomic conditions in
its European stronghold as evidenced by EBITDA margins in the
high single digits, allowing financial leverage in terms of
Moody's adjusted Debt/EBITDA moving sustainably to below 5.5x,
also helped by positive free cash flow generation from 2013
onwards. In addition, a rating upgrade would require visibility
with regards to proactively managing upcoming debt maturities and
retaining ample headroom under its financial covenants.

Although unlikely at this point in time considering the positive
outlook, the rating could come under negative pressure if the
company would be unable to timely refinance upcoming debt
maturities over 2013, if Debt/EBITDA exceeds 7x or if material
negative free cash flow generation weakens the group's liquidity
position.

Outlook Actions:

  Issuer: Metsa Board Corporation

    Outlook, Changed To Positive From Stable

  Issuer: Metsa Group Financial Services Oy

    Outlook, Changed To Positive From Stable

Adjustments:

  Issuer: Metsa Board Corporation

    Senior Unsecured Medium-Term Note Program, Upgraded to LGD3,
    49% from LGD4, 52%

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD3,
    49% from LGD4, 52%

  Issuer: Metsa Group Financial Services Oy

    Senior Unsecured Medium-Term Note Program, Upgraded to LGD3,
    49% from LGD4, 52%

The principal methodology used in rating Metsa Board Corporation
and Metsa Group Financial Services Oy was the Global Paper and
Forest Products Industry Methodology published in September 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Metsa Board, headquartered in Espoo, Finland, is a leading
European primary fibre paperboard producer. Metsa Board also
produces office paper and coated papers as well as market pulp.
Sales during the last twelve months ending September 2012
amounted to EUR2.1 billion.



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F R A N C E
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PETROPLUS HOLDINGS: Netoil Submits Revised Offer for French Site
----------------------------------------------------------------
Nidaa Bakhsh at Bloomberg News reports that Netoil Inc., a Dubai-
based company, has submitted a revised offer for insolvent
Petroplus Holdings AG's Petit-Couronne refinery in Normandy,
France, teaming up with BP Plc.

According to Bloomberg, Roger Tamraz, Netoil's chairman, said
Netoil expects to pay EUR60 million (US$77 million) for
inventories on site and EUR100 million for liabilities, without
identifying his creditors.

The 154,000 barrel-a-day facility faced liquidation last month
after bids from Netoil and Alafandi Petroleum Group were
rejected, Bloomberg recounts.  Laurent Patinier, an official for
the CFDT union at the site, said that a local court was scheduled
to meet on Monday to discuss the new offers, Bloomberg notes.

Arnaud Montebourg, the country's industry minister, said on
Monday on RTL radio more time was needed to examine Libyan
interest in the refinery after being contacted by the nation's
sovereign wealth fund, Bloomberg relates.

Petroplus on Monday said the court will either give a new date
for a decision or extend the deadline for bids, according to
Bloomberg.

Petroplus filed for insolvency in January after lenders froze
credit lines, Bloomberg recounts.  Bloomberg notes that union
officials have said the plant has been running since June under a
so-called tolling deal with Royal Dutch Shell Plc, and may shut
later this month if a credible buyer or plan isn't approved by
the court.

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



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G E R M A N Y
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DECO 7 - PAN EUROPE: S&P Lowers Rating on Class F Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class A2 to F notes issued by DECO 7 - Pan Europe 2 PLC. "At
the same time, we have affirmed our ratings on the class G and H
notes," S&P said.

DECO 7 - Pan Europe 2 closed in March 2006. It is backed by five
loans secured over properties in Germany and the Netherlands. The
loans were originated and are serviced by Deutsche Bank AG
(London branch).

"We last reported on this loan in December 2011, when we lowered
the ratings on most classes of notes following interest
shortfalls on the October 2011 interest payment date," S&P said.

                         INTEREST SHORTFALLS

"The 2011 valuation of the Karstadt Kompakt assets triggered an
appraisal reduction mechanism in the loan. This reduced the
amount that can be drawn under the liquidity facility at each
interest payment date to 56% of the required quarterly amount,"
S&P said.

"Three loans, Procom, Schmeing, and Lyran failed to repay at
maturity in October 2012; and have been transferred into special
servicing. These increased costs cannot be covered by the
liquidity facility and are therefore likely to disrupt cash flows
further. Furthermore, the class X notes are not obliged to cover
interest shortfalls in the transaction. Although the termination
of the interest rate swap at loan maturity will make excess cash
available to pay interest on the notes, in our opinion this will
not be enough to prevent continued shortfalls on the lower
classes of notes. We do, however, anticipate that further asset
sales from the Karstadt Kompakt loan will have the potential to
repay accrued and current interest payments on the loan," S&P
said.

"We anticipate that these factors may lead to recurring interest
shortfalls, especially when combined with further deferred
interest. We also expect possible loan prepayments to increase
the mismatch in the loan-to-note margins. We have lowered our
ratings on the class C to F notes to the speculative-grade
category to reflect this increased risk of cash flow disruptions
and potential interest shortfalls. In addition, we have lowered
our ratings on the class A2 and B notes because of their
heightened exposure to potential interest shortfalls.
Additionally, we have affirmed our 'D (sf)' ratings on the class
G and G notes due to continued interest shortfalls," S&P said.

         POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

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

"As highlighted in our Nov. 8, 2011, advance notice of proposed
criteria change, our review may result in changes to the
methodology and assumptions that we use when rating European
CMBS. Consequently, it may affect both new and outstanding
ratings in European CMBS transactions," S&P said.

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

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

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

DECO 7 - Pan Europe 2 PLC
EUR1.556 Billion Commercial Mortgage-Backed Variable-
and Floating-Rate Notes

Class                        Rating
                      To                 From

Ratings Lowered

A2                    BBB+ (sf)          A+ (sf)
B                     BBB- (sf)          A+ (sf)
C                     BB (sf)            A (sf)
D                     B (sf)             BB+ (sf)
E                     CCC- (sf)          BB (sf)
F                     D (sf)             B- (sf)

Ratings Affirmed

G                     D (sf)
H                     D (sf)


LINDENAU SCHIFFSWERFT: Nobiskrug Keen on Acquiring Lindenau
-----------------------------------------------------------
Tom Todd at The Motorship reports that Germany's Nobiskrug
Shipyard in Rendsburg -- part of the Abu Dhabi Mar (ADM) Group --
wants to take over Lindenau Schiffswerft in Kiel, which has been
in the hands of the receivers for nearly four years.

Peter Seeger, the head of the Kiel branch of the IG Metall trade
union, told The Motorship that Nobiskrug had expressed interest
in Lindenau Werft.  He also confirmed media reports that
Nobiskrug's top managers had visited the Kiel shipyard.

The Motorship relates that media reports said MDs Susanne Wiegand
and Holger Kahl had in fact been to Lindenau twice and that an
offer to receivers HWW Wienberg Wilhelm was now under
consideration.  The media also quoted Mr. Seeger as saying the
offer was "a final chance" for Lindenau, The Motorship relays.

Lindenau MD Dieter Khne told The Motorship he could not comment
on the reports of a Nobiskrug purchase offer.  He did say however
that the yard was becoming increasingly well-known as a repair
location and that "things were happening" in that sector.
Nobiskrug is believed to be interested in Lindenau as a repair
facility.

Lindenau Schiffswerft owns medium-sized shipyard in Germany. The
yard went into receivership in late 2008. Once Germany's leading
tanker builder, it has kept its head above water with repair and
maintenance work since then as its work force has shrunk from
about 370 to some 30, according to The Motorship.


TALISMAN-3: Fitch Downgrades Rating on Class D Notes to 'Csf'
-------------------------------------------------------------
Fitch Ratings has downgraded Talisman-3 Finance p.l.c.'s class D
notes and affirmed the class E and F notes, as follows:

  -- EUR42.7m class D (XS0256115865) downgraded to 'Csf' from
     'CCsf'; Recovery Estimate (RE) 80%
  -- EUR10m class E (XS0256116327) affirmed at 'Csf'; RE 0%
  -- EUR5m class F (XS0256116673) affirmed at 'Csf'; RE 0%

The downgrade of the class D notes follows the announcement of
final recoveries on the Berlin/Dresden loan, indicating that
approximately EUR5.7 million of the class D notes will be written
off at the January 2013 interest payment date (IPD).  The class E
and F notes will be entirely written off at the same time.

The recoveries were applied to the notes sequentially in October
2012, redeeming the class B notes (EUR13.7 million) and C notes
(19.6m) in full and the class D notes in part (by EUR9.8
million).  As the special servicer confirmed that no more
recoveries are expected after the IPD, the corresponding losses
will be allocated to the class D, E and F notes three months in
arrears.

The only remaining loan, Waterloo (EUR27.2 million), is
performing well.  Vacancy is currently at 2.8%, the lowest level
since origination and slightly down from 2.9% a year ago.  The
stability of the collateral is reflected in the December 2010 re-
valuation, which showed only a modest 1.3% decline in asset value
since December 2005.  Fitch expects a full recovery on this loan,
ultimately redeeming the remainder of Class D.


TECHEM ENERGY: Moody's Rates EUR325-Mil. Sr. Sub. Notes 'B3'
------------------------------------------------------------
Moody's Investors Service has assigned a definitive B3 instrument
rating with an LGD6 90% to the EUR325 million senior subordinated
notes issued by Techem Energy Metering Service GmbH & Co. KG
("TEMS", "Techem"). Concurrently, Moody's has assigned a Ba3
instrument rating with an LGD3 37% to Techem's EUR410 million
senior secured notes raised at the level of Techem GmbH, a
subsidiary of Techem Energy Metering Service GmbH & Co. KG.
Techem's B1 Corporate Family Rating (CFR) and B1 Probability of
Default Rating (PDR) remain unaffected. The outlook on all
ratings remains stable.

Ratings Rationale

Techem's business model of submetering provides for very stable
and high profitability, but moderate organic growth. Techem's
business in Germany is subject to current regulation, and
therefore is subject to changes, although this is considered very
unlikely. Techem's strong business model is offset by the high
current leverage, leading to high interest payments, and
therefore limited ability to generate free cash flow combined
with the expectation of continuous dividend payments.
Deleveraging therefore is only expected by gradually improving
EBITDA, rather than a reduction in overall indebtedness.

In more detail, the B1 CFR and PDR ratings reflect: i) Techem's
high profitability levels with a reported EBITDA-margin of 31% in
FY2011/12 supported by the group's high market penetration,
particularly in Germany, ii) good revenue visibility and
stability driven by the non-discretionary nature of demand and
long-term contracts with a typical duration of 5-10 years in
Energy Services and 10-15 years in Energy Contracting, iii) high
entry barriers and low net churn rates below 5%, as well as iv) a
supportive regulatory environment and focus on energy efficiency.

These positive factors are offset by (i) the group's high
leverage with a Moody's adjusted debt/ EBITDA of 7.3x in
FY2011/12 (5.3x when normalized for losses of EUR81 million on
interest rate SWAPS), (ii) limited ability to deleverage due to
relatively high interest payments, capex requirements and
dividend payments, and (iii) the challenge to successfully
transform the energy contracting business into a growth business
after the end of ecotax subsidies in Germany, when tax
reimbursements had been cut and Techem discontinued the
efficiency contracting product.

The stable outlook reflects the good level of revenue visibility
and Moody's expectation of a stable operating performance in the
mid-term. It also incorporates the assumption that Techem
achieves a Moody's adjusted leverage of around 5.5x debt/ EBITDA
in the current financial year and is able to maintain a
satisfactory liquidity profile. Given the expectation of
continuous dividend payments and the stability of the business
Moody's does not expect a meaningful deleveraging going forward.

Techem's B1 rating could be upgraded if both Moody's adjusted
Debt/ EBITDA remains below 5.5x and FCF/ debt improves to at
least 5% on a sustainable basis.

Techem's rating could come under pressure if Moody's adjusted
Debt/ EBITDA ratio increases sustainably above 6.0x and/or the
adjusted EBIT/ interest ratio weakens below 1.2x. Also double
digit negative free cash flow (after dividend payments) in any
financial year with no signs of improvement could put pressure on
the rating.

Liquidity

As of March 31, 2012, Techem has an adequate liquidity. This
assessment is supported by a high cash balance of EUR72 million,
sufficient availability under the new revolving credit facilities
(EUR50 million for working capital needs, EUR50 million for
capital expenditures) as well as a stable ongoing cash flow
generation. Furthermore Moody's takes into account the
seasonality of cash collection during the year as well as cash
outflows for dividend payments. Moody's also assumes a sustained
comfortable headroom under the financial covenants agreed in the
new financing contracts.

Structural Considerations

The senior secured notes which have been issued by Techem GmbH
are guaranteed by the parent, Techem Energy Metering Service GmbH
& Co. KG and certain operating subsidiaries. Guarantors represent
90.0% of the group's EBITDA and 91.2% of consolidated gross
assets, respectively. The senior secured notes, senior secured
bank facilities and hedging facilties rank pari passu with each
other and are secured by share pledges, intercompany receivables
and holding accounts.

The senior subordinated notes which have been issued by Techem
Energy Metering Service GmbH & Co. KG are unconditionally
guaranteed on a senior subordinated basis by Techem GmbH and
certain operating subsidiaries. Guarantors represent 88.4% of the
group's EBITDA and 90.7% of consolidated gross assets,
respectively. The senior subordinated notes are secured by a
second-priority pledge over shares and intercompany accounts and
rank behind senior secured notes and senior secured bank
facilities.

In Moody's analysis of the priority of claims the senior secured
notes (approx. EUR410 million) and senior secured bank facilities
(approx. EUR550 million) as well as trade payables, operating
lease obligations and unfunded pension obligations rank prior to
the senior subordinated notes (approx. EUR325 million). As a
result of Moody's Loss given Default analysis the senior secured
notes are rated one notch above the corporate family rating. The
senior subordinated notes are rated two notches below the
corporate family rating given their claims contractually ranking
behind the senior secured notes and senior secured bank
facilities in a default scenario.

The principal methodology used in rating Techem Energy Metering
Service GmbH & Co KG and Techem GmbH was the Global Business &
Consumer Service Industry Rating Methodology published in October
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Assignments:

  Issuer: Techem Energy Metering Service GmbH & Co. KG

    Senior Subordinated Regular Bond/Debenture, Assigned B3

  Issuer: Techem GmbH

    Senior Secured Regular Bond/Debenture, Assigned Ba3

Headquartered in Eschborn (Germany), Techem is a leading provider
of energy services which operates through two divisions: Energy
Services (around 90% of EBITDA in FY2011/12) provides sub-
metering of heating use and water consumption for individual
housing units and ancillary services. Energy Contracting (around
10% of EBITDA in FY2011/12) offers a holistic management of the
client's energy consumption through the planning, financing,
construction and operation of heat stations, boilers, cooling
equipment and combined heating and power units, including from
time to time delivery of primary energy. In FY2011/12 Techem
group had revenues of EUR692.9 million and thereof around 80%
were generated in Germany.


* GERMANY: Moody's Says Uncertainties Remain in Wind Farm Law
-------------------------------------------------------------
Although the liability-sharing mechanism introduced by Germany's
draft law, dated August 29, 2012 and reviewed by the German
parliament in October 2012, improves planning visibility and
allows affected transmission system operators (TSOs) to pass on
the costs for delays in network connections to end consumers,
some uncertainties remain regarding the application of the law,
says Moody's Investors Service in a Special Comment published on
Nov. 6.

The new report is entitled "Winds of Change for German
Transmission Networks: German Draft Law on Offshore Wind Farm
Connections Stabilises Investment Environment, but Uncertainties
Remain".

Moody's says that the draft law is credit positive because it
will ensure that investors will continue to fund the offshore
developments necessary to achieve the goals of the German energy
policy by providing investors with the ability to earn a return
on their investment even if the network connection may be
delayed. The rating agency also notes that the new law will allow
the TSOs to invest with significantly less risk, as it provides a
framework for passing the costs of connection delays through to
end consumers, and limits the TSOs' liabilities in those cases
where delays result from negligence.

Moreover, the requirement for TSOs to provide an annual offshore
network development plan that details investments on a 10-year
forward-looking basis will create planning security for the
relevant companies and allow them to schedule their capex
requirements accordingly, rather than reacting purely on the
timetable of the wind farms, as is currently the case.

However, Moody's says that TSOs may require significant
additional liquidity reserves in order to address the potential
time-lag in passing potential costs on to customers. An annual
cap on the amount that can be passed through to the end consumer
will limit the amount that a TSO can recover during a calendar
year. The draft law does not specify how unrecovered amounts that
are carried forward may be passed on in future years, if new cost
claims occur. This adds to existing liquidity pressures created
by the legal requirement to purchase electricity produced from
renewable sources and market them on the German power exchange.

With the existing requirements related to renewable energy
generation already causing concern in terms of affordability, it
is questionable how much more end customers will be willing to
pay and politicians will be willing to put to them, particularly
considering a national election due in autumn 2013.

The report also notes that, although the draft law stipulates
that TSOs can share the cost of delays caused by negligence, it
remains unclear what constitutes negligent behavior and who will
be responsible for assessing it as such.

Lastly, Moody's says that due to the technical complexity related
to long distance offshore connections, particularly in the North
Sea environment, and limited availability of experienced
suppliers, the industry sees the risk of potentially significant
delays.



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


ADAGIO III: S&P Raises Rating on Class D Notes to 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Adagio III CLO PLC's class A1B, A2, A3, B, C, D, and V Combo
notes. "At the same time, we have affirmed our ratings on the
class A1A and E notes," S&P said.

"The rating actions follow our assessment of the transaction's
performance. We have used data from the trustee report (dated
Sept. 28, 2012), performed our credit and cash flow analysis, and
considered recent transaction developments. We have also applied
our 2012 counterparty criteria and our 2009 cash flow criteria,"
S&P said.

"Since our previous review of the transaction on May 28, 2010, we
have observed a significant decrease in the proportion of assets
rated in the 'CCC' category ('CCC+', 'CCC', or 'CCC-') in the
collateral pool. In addition, the proportion of assets that we
consider to be defaulted (rated 'CC', 'C', 'SD' [selective
default], or 'D') have decreased to EUR9.8 million. The
transaction is still in its reinvestment period, which ends in
September 2013. All par coverage tests are in compliance with the
required trigger under the transaction documents. The weighted-
average spread on the collateral pool has also increased to
3.75%," S&P said.

"We have subjected the capital structure to our cash flow
analysis, based on the methodology and assumptions outlined in
our 2009 cash flow criteria to determine the break-even default
rate (BDR) at each rating level. We used the reported portfolio
balance that we considered to be performing, the principal cash
balance, the weighted-average spread, and the weighted-average
recovery rates that we considered to be appropriate. We
incorporated various cash flow stress scenarios, using various
default patterns, levels, and timings for each liability rating
category, in conjunction with different interest rate stress
scenarios. We have also conducted our credit analysis, to
determine the scenario default rate (SDR) at each rating level,
which we then compared with its respective BDR," S&P said.

"Taking into account the increase in the weighted-average spread,
the higher proportion of performing collateral in the
transaction, and the lower payments on the capital structure, we
consider the level of credit enhancement available to the class
A1B, A2, A3, B, C, D and V Combo notes in this transaction to be
commensurate with higher ratings then we previously assigned. We
have therefore raised our ratings on these classes of notes," S&P
said.

"Although the results of our cash flow analysis above also
suggest higher ratings on the class E notes, we have affirmed our
'B+ (sf)' rating on these notes because the results of our
largest obligor default test cap our rating at this level," S&P
said.

"The largest obligor test is a supplemental stress test that we
introduced in our 2009 cash flow collateralized debt obligation
(CDO) criteria. This test addresses event and model risk that
might be present in the transaction and assesses whether a CDO
tranche has sufficient credit enhancement (not counting excess
spread) to withstand specified combinations of underlying asset
defaults based on the ratings on the underlying assets, with a
flat recovery of 5%," S&P said.

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

"We consider the level of credit enhancement available to the
class A1A notes to be commensurate with the currently assigned
rating. We have therefore affirmed our 'AA+ (sf)' rating on these
notes," S&P said.

Adagio III CLO is a cash flow corporate loan collateralized loan
obligation (CLO) that securitizes loans to primarily speculative-
grade corporate firms.

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class           Rating                   Rating
                To                       From

Adagio III CLO PLC
EUR575.242 Million, US$5 Million Senior and
Subordinated Deferrable Floating-Rate Notes

Ratings Raised

A1B             AA- (sf)                A+ (sf)
A2              AA- (sf)                A+ (sf)
A3              AA- (sf)                A+ (sf)
B               A (sf)                  BBB+ (sf)
C               BBB+ (sf)               BB+ (sf)
D               BB+ (sf)                BB- (sf)
V Combo         AA- (sf)                A+ (sf)

Ratings Affirmed

A1A             AA+ (sf)
E               B+ (sf)


BANK OF IRELAND: S&P Raises Ratings on Sub. Debt Issues to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
Bank of Ireland (BOI; BB+/Negative/B) dated subordinated debt
issues to 'CC' from 'D'. "In addition, we have raised the rating
on one BOI junior subordinated debt issue to 'CC' from 'C'," S&P
said.

"We understand that BOI is now servicing all of its subordinated
debt issues. We rate these issues at this low level, and at the
same level as each other despite the different degree of
subordination, because we believe that they are currently highly
vulnerable to future nonpayment. This level is also consistent
with the existing 'CC' rating on BOI's rated preference shares,"
S&P said.

"We note that BOI's risk-adjusted capital (RAC) ratio, Standard &
Poor's preferred measure of capitalization, is relatively low. We
calculate that BOI's RAC ratio was about 4.4% at June 30, 2012
(down from 5.3% at year-end 2011 after taking into account the
large first-half loss) and we now assume that BOI's projected RAC
ratio will be in the 3.5%-4.0% range through end-2014," S&P said.

RATINGS LIST
                                  To         From

5 Dated subordinated debt issues  CC         D
1 Junior subordinated debt issue  CC         C



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


CAPITAL MORTGAGE: Fitch Lowers Rating on Class B Notes to 'Bsf'
---------------------------------------------------------------
Fitch Ratings has downgraded Capital Mortgage Series 2007-1's
class B notes and affirmed the others, as follows:

  -- Class A1 (ISIN IT0004222532): affirmed at 'AAsf'; Outlook
     Negative

  -- Class A2 (ISIN IT0004222540): affirmed at 'AAsf'; Outlook
     Negative

  -- Class B (ISIN IT0004222557): downgraded to 'Bsf' from
     'BBsf'; Outlook Stable

  -- Class C (ISN IT0004222565): affirmed at 'CCCsf'; Recovery
     Estimate revised to 0% from 70%

The deal comprises loans originated by Banca di Roma (now part of
the UniCredit Group).  The downgrade of the class B notes
reflects Fitch's concern about the performance of the underlying
assets.  As of October 2012 interest payment date (IPD), the
reserve fund remained fully utilized and the outstanding balance
on the class C principal deficiency ledger (PDL) stood at 75.4%
of the original balance of the tranche.

The deal structure includes a provisioning mechanism, whereby the
full outstanding balance of loans in arrears by more than six
months is 100% provisioned using excess revenues.  Although Fitch
views provisioning mechanisms as a positive structural feature,
as it mitigates the cost of carry of defaulted loans, the high
volume of non-performing borrowers, compared with the available
excess spread, has led to a decline in the credit support
available to all rated tranches.  Period defaults remain above
the level of gross excess spread generated by the transaction.

At present, loans in arrears by more than three months are
trending upwards but remain low at 1.15% of the current portfolio
balance in October 2012 IPD.  Cumulative gross defaults as a
percentage of the initial pool balance stand at 8.15%.  The
average roll-through rate of loans in three month plus arrears to
default over the past four quarters is 46%, up from 42% 12 months
ago.  If the transaction continues to incur defaults at the
current pace, a full build-up in the class C PDL, and to some
extent the class B PDL, can be expected.

In addition, the class B gross cumulative default trigger on the
notes was breached in October 2011, which means principal
collections can be used to cover senior fees plus future class A
and class B interest shortfalls.  In Fitch's view, the
transaction remains highly dependent on recoveries from defaulted
loans (currently at 7.1% of the cumulative gross default
balance), the timing of which is uncertain and may take up to
seven years from the point of default.

UniCredit S.p.A. performs the role of servicer, cash
administrator, and account bank in the transaction.  The agency
recognizes that the bank has abided by the transaction
documentation, opened an account and posted EUR238 million of
cash collateral at BNP Paribas ('A+'/Stable/'F1+') in the name of
the issuer as of October 2012.

The loan-by-loan analysis of the pool showed that a significant
number of loans that are currently in arrears are to non-Italian
borrowers.  A significant portion of the current loans in arrears
have original loan-to-value (LTV) ratios between 70% and 80%. The
Fitch-calculated weighted-average current LTV of the arrears
loans is at 61.7% compared with 54.24% for the total pool.  In
its analysis of the transaction, Fitch assumes such borrowers are
more likely to default on their payments in times of economic
stress and applies more conservative assumptions, as outlined in
its criteria addendum for Italy.

On the October 2012 IPD, the servicer reported 1.46% of the
current pool as being on payment holiday, of which EUR9.9 million
are registered with the ARCA payment holiday scheme, while EUR9.7
million are under the ABI Famiglie scheme.  In its analysis,
Fitch applied more conservative default probability assumptions
for such borrowers, as limited information is available on the
performance of such borrowers once the payment holiday is
complete.


GUALA CLOSURES: Moody's Assigns '(P)B1' Rating to EUR275MM Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B1 rating
with a loss given default (LGD) assessment of LGD 4 -56%, to the
proposed EUR275 million of senior secured notes to be issued by
Guala Closures S.p.A., a subsidiary of GCL Holdings S.C.A.
(together "Guala" or "the group"). Concurrently, Moody's has
placed under review for upgrade the Caa1 senior unsecured rating
on Guala's existing EUR200 million of notes issued in 2011 and
the B2 probability of default rating (PDR) of the group. GCL
Holdings' B2 corporate family rating (CFR) is unchanged and is
not under review.

Ratings Rationale

"The (P)B1 rating on the EUR275 million of senior secured notes
reflects the fact that the notes will be contractually
subordinated to a new EUR75 million super priority revolving
credit facility, but structurally and contractually senior to
Guala's existing EUR200 million of senior unsecured notes issued
in 2011 and due in 2018," says Paolo Leschiutta, a Moody's Vice
President - Senior Credit Officer and lead analyst for Guala.
Like the existing notes, the new notes will be secured against
pledged assets and shares of the group, although they will also
benefit from a senior guarantee from operating companies. Guala
intends to use the proceeds of the new notes to refinance
existing senior bank obligations maturing between 2015 and 2017.

As Moody's does not expect the new revolving credit facility to
contain maintenance financial covenants, it considers Guala's new
capital structure as covenant light. As a result, following
Guala's issuance of the new instrument, together with the signing
of the new revolving credit facility at the expected terms, the
rating agency would lower the group's corporate family recovery
rate assumption to 35%. This would trigger an upgrade of the
existing notes to B3 from Caa1 and an upgrade of Guala's PDR to
B1. The CFR of B2 would in such scenario remains unchanged. For
this reason, Moody has placed under review for upgrade the Caa1
senior unsecured rating on Guala's existing EUR200 million of
notes and the B2 PDR of the group, pending the proposed bond
issuance.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect Moody's credit opinion regarding
the transaction only. Upon a conclusive review of the final
documentation, Moody's will endeavor to assign definitive ratings
to the proposed senior bank facilities. A definitive rating and
assigned LGDs may differ from provisional ones.

Guala's B2 CFR reflects its relatively small size compared with
its much larger, consolidated customer base and credit metrics,
which are likely to remain in the mid-single B rating category
over the short term. However, key positives encompassed within
the rating include (1) the group's sound business profile thanks
to its market leadership position in safety closures for the
spirits industry; (2) the growing potential offered by the
increasing penetration of safety closures in emerging markets;
and (3) Guala's historical relatively stable operating
performances, despite exposure to raw material prices.

However, Guala's recent operating performances have remained
slightly below Moody's expectations and resulted in a contraction
in the group's reported headroom under its existing financial
covenants as at June 2012. That said, the absence of maintenance
financial covenants in Guala's new super priority revolving
credit facility will result in the group having a greater
flexibility to absorb weakening operating performances.

In the absence of a change in the group's capital structure
Moody's will continue to monitor closely the existing headroom on
the financial covenants contained in the group existing bank
facility. Moody's notes that these covenants will become more
demanding over time.

The ratings are currently under review. Once the transaction
completes Moody's expects to have a stable outlook on Guala's
ratings in light of the rating agency's expectation that Guala
will (1) continue to grow while maintaining a conservative
financial policy; and (2) gradually improve key credit metrics,
benefitting from the growing market penetration of safety closure
and wine caps.

What Could Change The Rating Up/Down

A track record of sustained profitability and positive free cash
flow that led to a gradual reduction in financial leverage could
result in positive rating pressure over the next 18 to 24 months.
In addition, upward pressure on the rating could result if the
company's operating profitability were to improve, leading to
financial leverage well below 5.0x, together with EBIT interest
coverage above 2.0x.

Conversely, deteriorating operating profitability, resulting in
financial leverage, measured as debt/EBITDA, increasing towards
6.0x on an ongoing basis or negative free cash flow, would result
in a rating downgrade. Moreover, immediate downward rating
pressure could result from a deterioration in the company's
liquidity profile and failure to regain more headroom under its
existing financial covenants. The rating incorporates Moody's
assumption that Guala will not make any large debt-financed
acquisition.

Principal Methodology

The principal methodology used in rating GCL Holdings S.C.A. and
Guala Closures S.p.A. was the Global Packaging Manufacturers:
Metal, Glass, and Plastic Containers Industry Methodology,
published in June 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA, published in June 2009.

GCL Holdings, incorporated in Luxemburg, is the holding company
of Guala Closures, one of the world largest producers of closures
for the spirits and wine industries. The group holds a market-
leading position in safety closures, which are used to prevent
counterfeit spirits and offer evidence of tampering, and in the
wine screw caps segment. The group generated revenues of around
EUR418 million and a company adjusted EBITDA, of EUR87.6 million
(21% margin) during FYE December 2011 (EUR231 million and EUR42
million, respectively, during the first six months of 2012).


GUALA CLOSURES: S&P Assigns 'B' Rating to EUR275MM Sr. Sec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
to the proposed EUR275 million senior secured notes due 2019 to
be issued by Italian bottle closures manufacturer Guala Closures
SpA (Guala; B/Stable/--). "At the same time, we assigned our '3'
recovery rating to the notes, indicating our expectation of
meaningful (50%-70%) recovery in the event of a payment default.
Although the recovery prospects nominally exceed 70%, we cap the
recovery rating at '3', because we view the insolvency regime in
Italy as relatively unfavorable for creditors," S&P said.

"The recovery rating on the EUR200 million senior unsecured notes
is unchanged at '6'," S&P said.

"The recovery rating of '3' on the proposed senior secured notes
reflects our understanding that Guala will use the proceeds of
the proposed notes to fully repay its outstanding EUR262 million
senior secured bank facilities, comprising a revolving credit
facility (RCF), an acquisition facility, and term loans A, B, and
C. At the same time, the company will issue a new EUR75 million
super senior RCF, to which we have not assigned a rating," S&P
said.

                         RECOVERY ANALYSIS

"The proposed EUR275 million senior secured notes will rank
structurally and contractually senior to the existing EUR200
million senior unsecured notes due 2018. According to the
intercreditor agreement, the proposed term notes will rank junior
to the new super senior RCF due 2017. The proposed notes are
guaranteed and secured on the same basis as the new super senior
RCF," S&P said.

"Our 'B' issue and '3' recovery ratings on the proposed senior
secured notes are underpinned by our valuation of Guala as a
going concern and by the amount of subordinated debt ranking
below the notes, which creates a surety cushion. This is tempered
by the amount of debt ranking ahead of the proposed notes (the
super senior RCF and debt at the subsidiary level), by some
material debt baskets that the notes' documentation permits, and
by the security package being limited to share pledges and some
assets. Furthermore, we consider that the Italian insolvency
regime is less creditor-friendly than other jurisdictions in
Western Europe," S&P said.

"Our recovery rating on the existing unsecured notes is
constrained at '6' by these notes' unsecured nature and their
position at the bottom of the creditors' waterfall," S&P said.

"The lenders of the new super senior RCF lenders and the proposed
EUR275 million senior secured noteholders have a first-lien claim
on the shares in most of Guala's material subsidiaries, some
pledges over intellectual property, and over some assets (limited
by Italian law). They further benefit from guarantees from
material subsidiaries representing at least 60% of the group's
EBITDA. The RCF lenders benefit from some additional 'privilegio
speciale' or special privilege guarantees from Guala," S&P said.

"The proposed senior secured notes' documentation restricts,
among other things, Guala's ability to raise additional debt, pay
dividends, sell certain assets, or merge with other entities.
However, the documentation for the proposed notes allows Guala to
raise new debt if the fixed-charge coverage ratio is greater than
2.0x (compared with 1.95x pro forma for the refinancing). The
documentation allows the issue of additional secured debt if
the consolidated secured leverage ratio is less than 3.0x
(compared with 2.94x pro forma for the refinancing)," S&P said.

"However, these covenants do not prevent the company from raising
some additional debt. This includes, among other things," S&P
said:

  -- A credit facility basket of up to EUR100 million (including
     the EUR75 million super senior RCF);

  -- A capital lease basket of up to the greater of EUR25 million
     or 3% of total assets;

  -- An overdraft/working capital facility basket of EUR20
     million;

  -- Up to EUR40 million of debt issued by non-guarantor
     subsidiaries; and

  -- A general debt basket of EUR25 million, as well as a EUR10
     million liens to secure indebtedness.

Furthermore, the proposed notes' documentation contains:

  -- A change-of-control clause;

  -- A cross default clause (for any amount of more than EUR20
     million);

  -- Restrictions on transactions with affiliates and asset
     sales; and

  -- Limitations on restricted payments (including dividend
     payments and the redemption of capital stocks).

"The documentation also permits Guala to raise and draw a
receivables securitization facility (of an undetermined amount),
which, if used, would erode the enterprise value available for
creditors at default. The proposed notes' documentation does not
contain maintenance financial covenants," S&P said.

"Similarly, the documentation on the new super senior RCF does
not include maintenance covenants, but it does include incurrence
covenants, which are the same as for the proposed notes. It also
contains a change-of-control clause, a stop-drawdown clause (if
the senior secured leverage ratio is greater than 4.5x), and a
springing maturity clause. The latter allows Guala to repay the
RCF three months before the proposed senior secured notes
mature," S&P said.

"The documentation governing the existing senior unsecured notes
contains nonfinancial covenants restricting changes of control,
asset disposals, mergers, acquisitions, and dividend payments,
although these restrictions are subject to some carve-outs. The
incurrence of additional indebtedness is restricted and subject
to compliance with a fixed-charge coverage ratio of 2.0x and the
incurrence of additional senior secured indebtedness subject to
compliance with a senior secured leverage ratio of 2.5x. However,
these covenants do not prevent Guala from raising some additional
debt, including debt ranking ahead of the proposed notes. This
includes, among other things, a capital lease basket of up to the
greater of EUR25 million or 3% of the total assets, an
overdraft/working capital facility basket of EUR10 million, and a
general debt basket of EUR25 million," S&P said.

"To determine recoveries, we simulate a hypothetical default
scenario. We base our default scenario on our assumption of
pressure on revenues stemming from the loss of key customers and
a fiercely competitive environment, and diminishing margins due
to increases in raw material prices. Under this hypothetical
scenario, we calculate that Guala would default in 2015. At the
point of default, our projections show that EBITDA would decline
to about EUR70 million," S&P said.

"Our estimate of the stressed enterprise value at default is
about EUR350 million, translating into a stressed EBITDA multiple
of 5x. We then deduct priority liabilities of about EUR105
million, consisting of enforcement costs, finance leases, debt at
the subsidiary level, and the super senior RCF. We consider the
RCF to be partially drawn at the hypothetical point of default,
due to the stop-drawdown clause," S&P said.

"Assuming EUR285 million outstanding at default (including six
months of prepetition interest), we forecast coverage in the 50%-
70% range, which results in our recovery rating of '3'. Although
the recovery prospects nominally exceed 70%, we cap the recovery
rating at '3' to reflect our view of the insolvency regime in
Italy as relatively unfavorable for creditors," S&P said.

"This leaves no value for the existing EUR200 million senior
unsecured notes, translating into a recovery rating of '6' on
these notes," S&P said.



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


BTA BANK: Former Chairman Loses Lawsuits in London High Court
-------------------------------------------------------------
Jane Croft at The Financial Times reports that Mukhtar Ablyazov,
BTA Bank's former chairman, is set to be prevented from defending
himself against US$6 billion of lawsuits brought in London's High
Court by the bank after he lost a key legal battle on Tuesday.

BTA has been pursuing Mr. Ablyazov to recover billions of dollars
which it alleges were misappropriated from the bank under his
leadership, in a series of lawsuits brought against Mr. Ablyazov
and others, the FT discloses.

The Court of Appeal on Tuesday dismissed Mr. Ablyazov's appeal
against two earlier court rulings, and now effectively paves the
way for BTA to apply to the court so he is prevented from
defending the lawsuits, the FT relates.

The bank wants to commence enforcement against his assets the FT
says.

One of the court orders had sentenced Mr. Ablyazov to 22 months
in prison for contempt of court, the FT notes.

Mr. Ablyazov never served the jail term because he fled England
on a coach bound for Europe in February just before the ruling
was handed down, the FT discloses.  He has not been seen in
public since and his whereabouts is not known, the FT notes.

According to the FT, Mr. Ablyazov also lost his appeal on Tuesday
against the second court order which had required him to turn
himself in and make proper disclosure of his assets or he would
be barred from defending himself in some of the civil lawsuits.

                         About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and
Turkey.  In addition, the Bank maintains representative offices
in Russia, Ukraine, China, the United Arab Emirates and the
United Kingdom.  The Bank has no branch or agency in the United
States, and its primary assets in the United States consist of
balances in accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside
and 4 people outside Kazakhstan.  It has no employees in the
United States.  Most of the Bank's assets, and nearly all its
tangible assets, are located in Kazakhstan.

JSC BTA Bank, also known as BTA Bank of Kazakhstan, commenced
insolvency proceedings in the Specialized Financial Court of
Almaty City, Republic of Kazakhstan.  Anvar Galimullaevich
Saidenov, the Chairman of the Management Board of BTA Bank, then
filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 10-10638)
on Feb. 4, 2010, estimating more than US$1 billion in assets and
debts.

On March 9, 2010, the Troubled Company Reporter-Europe reported
that JSC BTA Bank was granted relief in the U.S. under Chapter 15
when the bankruptcy judge in New York recognized the Kazakh
proceeding as the "foreign main proceeding."  Consequently,
creditor actions in the U.S. were permanently halted, forcing
creditors to prosecute their claims and receive distributions
in Kazakhstan.

In the U.S., the Foreign Representative is represented by Evan C.
Hollander, Esq., Douglas P. Baumstein, Esq., and Richard A.
Graham, Esq. -- rgraham@whitecase.com -- at White & Case LLP in
New York City.

The Specialized Financial Court of Almaty approved BTA Bank's
debt restructuring on Aug. 31, 2010, trimming its obligations
from US$16.7 billion to US$4.2 billion, and extending its longest
maturity dates to 20 year from eight.  Creditors who hold 92
percent of BTA's debt approved the restructuring plan in May.
BTA reportedly distributed US$945 million in cash to creditors
and new debt securities including US$5.2 billion of recovery
units (representing an 18.5% equity stake) and US$2.3 billion of
senior notes on Sept. 1, 2010.  BTA forecasts profit of slightly
more than US$100 million in 2011, Chief Executive Officer Anvar
Saidenov told reporters in Almaty.


KASPI BANK: Moody's Assigns 'Ba2' National Scale Rating
-------------------------------------------------------
Moody's Investors Service has assigned a Ba2.kz National scale
rating (NSR) to Kaspi Bank. The NSR carries no specific outlook.

Ratings Rationale

According to Moody's, Kaspi Bank's Ba2.kz NSR is derived from the
bank's B1 long-term global local currency deposit rating and
reflects the relative standing of the bank's creditworthiness
within its domicile country -- Kazakhstan.

The assignment of a Ba2.kz NSR reflects Kaspi Bank's established
retail lending franchise in Kazakhstan (approximately 14% market
share of retail loans, excluding mortgages, as at mid-2012),
which, according to Moody's, could strengthen further. The NSR
also reflects the bank's strong financial profile, including
solid internal revenue generation capacity (return on average
equity rose to 31% in the first three quarters of 2012, from 19%
at year-end 2011 and 5% at year-end 2010), as well as adequate
asset quality and capital cushion (as at end-September 2012,
total capital adequacy ratios amounted to 19.7% according to the
Basel I approach, and 15.9% under local regulatory standards).

At the same time, Moody's notes that Kaspi Bank's NSR is
constrained by the relatively short-term record of its operations
in the retail segment and high depositor concentration, albeit
recently declining to current moderate levels: as at end-
September 2012, funds of the 20 largest depositors accounted for
30% of total liabilities (YE2011: 36%), with the two largest
creditors accounting for 16% (YE2011: 27%).

What Could Move The Ratings Up/Down

An upgrade of Kaspi Bank's ratings will be contingent on the
bank's ability to further develop its franchise and improve
capital adequacy in line with its strategy to grow its more risky
retail business, whilst also maintaining adequate asset quality
and further reducing borrower and depositor concentrations.

Any material adverse changes in Kaspi Bank's risk profile --
particularly any significant weakening of the bank's liquidity
position or deterioration of its asset quality together with an
inability to maintain its capital base -- would exert negative
pressure on the bank's ratings.

Principal Methodologies

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology, published in June
2012, and Mapping Moody's National Scale Ratings to Global Scale
Ratings, published in August 2010.

Headquartered in Almaty, Kazakhstan, Kaspi Bank reported total
audited IFRS assets of US$2.9 billion and net income of US$58
million as at YE2011.

Moody's National Scale Ratings (NSRs) are intended as relative
measures of creditworthiness among debt issues and issuers within
a country, enabling market participants to better differentiate
relative risks. NSRs differ from Moody's global scale ratings in
that they are not globally comparable with the full universe of
Moody's rated entities, but only with NSRs for other rated debt
issues and issuers within the same country. NSRs are designated
by a ".nn" country modifier signifying the relevant country, as
in ".mx" for Mexico. For further information on Moody's approach
to national scale ratings, please refer to Moody's Rating
Methodology published in October 2012 entitled "Mapping Moody's
National Scale Ratings to Global Scale Ratings".



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


ARCELORMITTAL: Moody's Cuts Sr. Unsecured Note Ratings to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded ArcelorMittal's senior
unsecured note ratings to Ba1 (LGD3, 49%) from Baa3. The rating
action includes the senior unsecured notes and Euro MTNs of
ArcelorMittal and the senior unsecured notes of ArcelorMittal
Finance and ArcelorMittal USA. The rating for the parent's
subordinated perpetual capital security was lowered to Ba3 (LGD6,
97%) from Ba2 and its commercial paper rating was lowered to NP
from P-3. A corporate family (CFR) and probability of default
rating (PDR) of Ba1 was assigned to ArcelorMittal. The rating
outlook remains negative for all three debt issuers.

Ratings Rationale

The downgrade reflects the deterioration in global steel markets
over the last six months, as evidenced by ArcelorMittal's third
quarter 2012 performance, its worst quarter since 2Q09. Steel
shipments were down 8.3% from 2Q12, ArcelorMittal had an
operating loss and free cash flow was negative US$1.9 billion,
causing an increase in the company's gross debt.

"We see challenging conditions continuing for ArcelorMittal over
several quarters with its operating environment more likely to
get worse before it gets better. As a result, the amount of debt
reduction the company must realize in order to hold a Baa3 rating
is so large as to be unachievable or, if attempted through asset
disposals, will materially impact the core operations and
earnings of the company," says Steve Oman, senior vice president
and lead analyst for the EMEA steel industry at Moody's. The
execution of asset sales or other credit enhancing measures is
also uncertain in this environment and the receipt of the cash
proceeds will take place further out in 2013 than a Baa3 rating
can accommodate. Also weighing on the rating and the outlook is
the potential for a covenant breach (the company's revolving
credit facilities require net debt to EBITDA to be less than
3.5x), although the company's planned debt reduction should
relieve these concerns.

The announced actions taken by the company thus far to preserve
cash and reduce leverage have been modest. The dividend cut
announced last week will not impact cash flow until 2013 and the
US$650 million subordinated perpetual capital security issued in
September only resulted in a US$325 million reduction in debt,
which was more than offset by the 3Q12 debt increase that funded
operating losses and capex. Nevertheless, Moody's expects that
the company will pursue steps to materially reduce debt over the
next few quarters.

At the Ba1 rating, Moody's now includes the full amount of
ArcelorMittal's pension underfunding as debt resulting in another
US$840 million of adjusted debt. This makes the company's
adjusted gross debt US$34 billion at September 30, 2012, while
LTM adjusted EBITDA was US$7.2 million, yielding a 4.6
debt/EBITDA ratio.

ArcelorMittal has access to approximately US$10 billion of credit
facilities (currently unused) and had US$3.4 billion of cash at
September 30. This compares to US$4.8 billion of debt maturities
between now and March 2014. However, using Moody's EBITDA
projections, a credit facility covenant violation may occur in
June 2013 unless the company repays a considerable amount of debt
or receives an amendment from its lenders, as it did in 2009.

Outlook

The current environment and ArcelorMittal's weak credit metrics
argue for maintaining a negative outlook until Moody's sees (1)
that the global economy and steel markets have improved, (2) the
company has carried out more of its asset disposals and other
credit enhancing actions, and (3) it is comfortably in compliance
with its financial covenants.

What Could Change The Ratings Up/Down

The Ba1 rating could be lowered if it appears debt to EBITDA
leverage will remain above 4.0x and retained cash flow (RCF) to
debt is less than 14%, or if liquidity is seen as being
constrained by covenants or other factors. The rating could be
raised if steel market conditions improve significantly and
ArcelorMittal's leverage is expected to be approaching 3.0x
EBITDA, RCF to debt is above 18% and its liquidity profile is
secure.

The principal methodology used in rating ArcelorMittal was the
Global Steel Industry Methodology published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

ArcelorMittal is the world's largest steel company. It operates
approximately 65 integrated and minimill steel-making facilities
in over 20 countries, which have a production capacity of around
125 million tonnes of crude steel per year. The company also has
sizable captive supplies of iron ore and coal and a trading and
distribution network. Over the last 12 months, the company
shipped 84 million tonnes of steel and had sales of US$87
billion.



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


GRUPO EMBOTELLADOR: Fitch Affirms 'BB+' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' foreign and local currency
Issuer Default Ratings (IDRs) of Grupo Embotellador Atic S.L.
(Atic).  In conjunction with this rating acting, Fitch has
affirmed the 'BB+' rating of Ajecorp B.V.'s (Ajecorp) US$300
million notes due in 2022.  The company has announced the
reopening of the 2022 notes and expects to raise an additional
amount up to US$150 million.

The reopening will carry the same rating as the original deal at
'BB+.' Proceeds from the reopening are expected to be used for
general corporate purposes, primarily capital expenditures and
the repayment of some debt.  Ajecorp's notes have been directly
linked to that of its parent company, Atic, through Fitch's
parent and subsidiary methodology.

Ajecorp is a wholly owned subsidiary of Atic and is incorporated
in the Netherlands as a limited liability company.  The 2022
notes of Ajecorp are unconditionally guaranteed by substantially
all of Atic's key operating subsidiaries.  A guarantee from Atic
is expected to be put in place after Atic changes its type of
incorporation from a limited liability company (Sociedad
Limitada) to a Corporation (Sociedad Anonima).  Atic's Thailand
subsidiaries are also expected to provide guarantees once
government approval is granted.

The Rating Outlook for Atic is Stable.

Atic's 'BB+' ratings are supported by the geographic
diversification of its operations within Latin America and
Thailand, the defensive nature of the beverage industry and the
strong free cash flow characteristics of the industry.  The
company's sound positions within the 'B' brand segments of most
of the markets in which it operates, as well as its moderate
levels of leverage, also support the ratings.

Strong competition within the beverage industry and the
volatility of raw material costs are among the factors that limit
Atic's ratings to 'BB+'.  The company's corporate structure is
also considered a credit weakness.  Atic's controlling
shareholders, the Ananos family, directly own the formulas for
the beverages produced by the company, which results in the
transfer of some operating profits to the shareholders in the
form of royalty payments.  The controlling shareholders also own
another beverage company, Callpa Limited, which produces and
sells beverages in several Asian countries.  The shareholders may
have to support the nascent operations of Callpa Limited, which
could indirectly impact the credit quality of Atic.

Strong Geographic Diversification

During the first half of 2012 (1H'12), Peru represented 32% of
Atic's consolidated adjusted EBITDA.  The Peruvian market is
strong for the company, as historically it has been a non-cola
market, which benefits 'B' brand producers, as they rely heavily
upon non-cola products.  Atic's next most important markets in
terms of EBITDA contribution are Colombia (33%), Thailand (18%),
Central America (16%) Venezuela (8%, and Mexico (7%).  Atic's
geographic diversification should increase in the future due to
the company's recent entrance into the Brazilian market.  The
high level of geographic diversification mitigates to a degree
the company's exposure to markets such as Venezuela, where
economic and political uncertainty is high.

Target Markets Have Price Sensitive Consumers

Atic has a relatively small presence in each country with market
shares below 20%.  Its key brands are 'Big Cola' and 'Kola Real'.
The company faces strong competition from Coca-Cola and Pepsi in
each market it operates.  Atic prices its products approximately
30% to 40% lower than the Coca-Cola's products and competes
directly against other producers of non-branded products in the
'B' brand segment of the market.  The company's targeted
customers are price sensitive consumers in the lower economic
classes.  Atic's distribution model varies across countries.  In
Peru and Thailand, Atic primarily operates its own distribution
network.  In Colombia, Central America and Venezuela, the company
relies more heavily on third parties. Nearly 90% of its
consolidated sales occur at mom-and-pop stores.

Improving Results

During 1H'12, Atic generated US$87 million consolidated EBITDA,
an increase from US$61 million during the same period of 2011.
Average prices increased near 8% and volumes increased 9%
reaching 1.8 hectoliters during this time period, while EBITDA
margins expanded to 12.4% from 10.3%.  The improvement in EBITDA
and margins is primarily due higher soft drink consumption levels
in its main markets; the introduction of new product categories;
the expansion of commercial coverage; and the introduction of new
formats with higher value added.  Colombia, Central America, Peru
and Thailand were key drivers of EBITDA improvement, while
improvement of profitability of Mexican and Brazilian operations
continues to be challenging.  During the last 12 months ended on
June 30, 2012, Atic generated US$126 million consolidated EBITDA.

Bond Issuance During May Extended Debt Maturity Profile

As of June 30, 2012, Atic has EUR302million (US4380 million) of
consolidated debt, up from EUR240 million (US$309 million) as of
December 2011, and EUR66 million (US$83 million) of cash and
marketable securities.  This increase is in line with the US$300
million unsecured bond debt issued by the end of May by Ajecorp.
Out of total consolidated debt, EUR278 million (US$350 million)
is classified as long-term. About 80% of consolidated debt is
U.S. dollar denominated.  The proposed US$150 million bond
issuance should increase debt to approximately US$480 million, as
proceeds will primarily be used to finance its capital
expenditures.

Net Leverage Improved During 1H'12

Atic's net debt-to-EBITDA ratio was 2.3 times (x), while its
total debt-to-EBITDA ratio was 3.0x, as of June 30, 2012.  In
terms of net leverage, these credit metrics show an improvement
with respect to Dec. 31, 2011, but are weaker than the average
ratios maintained by the company during the prior three years of
2.0x and 1.8x, respectively.  Management's financial strategy
targets a total debt-to-EBITDA ratio of between 2.0x and 2.5x,
which Fitch believes will be difficult to achieve in the near
term absent a turnaround of its Mexican operations and Brazilian
operations. High investments should also preclude a return to
lower levels of leverage.  During 2013 Atic expects to invest
US$150 million and during 2014 about US$90 million.  These
investments are intended to expand capacity in categories such as
water and juices in existing markets, as well as invest in PET
and cups production lines.  Looking forward, Fitch expects that
Atic's net debt-to-EBITDA ratio should remain around 3.0x.


HARBOURMASTER CLO: Fitch Affirms 'B-' Rating on Class E Notes
-------------------------------------------------------------
Fitch Ratings has affirmed Harbourmaster CLO 9 B.V.'s notes, as
follows:

  -- Class A1-T floating-rate notes (XS0296310856): affirmed at
     'AAAsf'; Outlook Stable

  -- Class A1-VF floating-rate notes: affirmed at 'AAAsf';
     Outlook Stable

  -- Class A2 floating-rate notes (XS0296311581): affirmed at
     'AAsf'; Outlook Stable

  -- Class B floating-rate notes (XS0296312126): affirmed at 'A-
     sf'; Outlook Negative

  -- Class C floating-rate notes (XS0296312639): affirmed at
     'BBB-sf'; Outlook Negative

  -- Class D floating-rate notes (XS0296313017): affirmed at 'BB-
     sf'; Outlook Negative

  -- Class E floating-rate notes (XS0296313108): affirmed at 'B-
     sf'; Outlook Negative

The affirmations reflect the stable performance of the
transaction since the last review in October 2011 as well as
available levels of credit enhancement for the notes.  There are
currently no defaults in the portfolio.  As per trustee reports,
the 'CCC' and below bucket has declined slightly over the year to
7.5%.

The over-collateralization (OC) tests have fluctuated with OC
cushions dropping during the year but returning to October 2011
levels.

During the year, there was a notable shift in the portfolio's
maturity profile, with the proportion of assets maturing in 2013
and 2014 declining to 10.5% from 30% in October 2011.  The 2017
bucket increased to 27% from 12% in the same period.  The
weighted average spread increased to 3.66% from 3.25%, indicating
that margin increases are being provided for loans amending in
return for maturity extensions.

However, it is possible that this additional spread will not be
utilized efficiently given that the process of clarifying the
defaulted assets definition for Harbourmaster CLO 9 is still
ongoing.  The agency has no visibility on a potential outcome.

The issuer may invest up to 40% of the portfolio notional into
non-euro obligations. These assets will either be asset swapped,
or naturally hedged if denominated in GBP or USD by a
corresponding drawing in the same currency on the multi-currency
Class A1-VF notes.  However, in certain situations, this natural
hedge will not fully cover the FX risk and the residual currency
risk will be absorbed by the structure through FX loss and
utilization of excess spread.

The Negative Outlooks on the mezzanine and junior notes reflect
their vulnerability to a clustering of defaults and negative
rating migration in the European leveraged loan market due to the
approaching refinancing wall.


NEW WORLD: Moody's Changes Outlook on 'B1' CFR to Stable
--------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
positive on the B1 Corporate Family Rating (CFR) and the B1
Probability of Default (PDR) of New World Resources N.V. (NWR).
The outlook on the B3 rated EUR300 million notes issued by NWR
(EUR258 million outstanding) due in 2015 and on the Ba3 rated
EUR500 million notes due in 2018 is now also stable.

Ratings Rationale

"The decision to stabilize the outlook on NWR's ratings reflects
Moody's expectation that the company's metrics at fiscal year-end
(FYE) December 2012 will be below the level forecasted at the
beginning of the year. An additional factor informing Moody's
decision is its forecast that demand in the steel and automotive
sectors will remain soft during fiscal year 2013, thereby
limiting NWR's strengthening potential," says Paolo Leschiutta, a
Moody's Vice President - Senior Credit Officer and lead analyst
for NWR.

The announcement follows the release of NWR's Q4 2012 trading
update, in which the company confirmed its production and sales
targets for the year, but indicated that the prices of coking
coal and coke had declined by 20% and 8%, respectively, in
comparison to Q3 2012. NWR's coal and coke prices declined
already in Q2 in comparison to Q1 and remained relatively flat at
Q2 levels during Q3. A degree of decline during 2012 was
anticipated already at the beginning of the year and built into
the positive outlook. The drop in Q4, however, was higher than
anticipated and is likely to result in credit metrics deviating
from Moody's original expectations, reducing significantly the
upside potential on NWR's rating over the short term. Hence,
Moody's changed the outlook to stable.

Although steel demand in the region is likely to decline over the
coming months, resulting in lower prices and potentially lower
demand for NWR's key products, Moody's expects the company to
maintain adequate credit metrics for its rating category and to
maintain its strong cash generation. The current stable outlook
on NWR's B1 rating reflects the company's current relatively
solid credit metrics for the rating category and the expectation
that it will be able to contain deterioration during 2013.

While Moody's recognizes the progress that NWR has achieved in
recent years in improving cost efficiency and safety through its
modernization programs, the rating agency nevertheless notes that
NWR's current degree of business diversification cannot fully
mitigate risks for market shocks.

Overall, NWR's B1 CFR reflects (1) the expected ongoing
volatility in the steel production market, which represents the
key revenue driver for NWR's most profitable coking coal and coke
businesses; (2) the high degree of customer and business
concentrations; and (3) NWR's significant operating risks in view
of the depth of its mines. These negative credit considerations
are offset by: (1) the company's strategic position as a major
player in its sector in Central Europe, a region that benefits
from close proximity to key customers and an ample reserve base;
(2) the progress NWR has achieved in improving cost efficiency
and safety through its modernization programs; and (3) the
company's relatively strong cash generation and adequate
liquidity profile.

What Could Move The Rating Up/Down

The ratings could be upgraded if NWR demonstrated an ability to
weather potential cyclicality in the market and sustain a robust
financial profile, with financial leverage remaining below 3x and
CFO-dividends/debt in the high teens on an ongoing basis.

Conversely, negative pressure could arise in the event that CFO-
dividends/debt diminished towards the low teens or if financial
leverage increased above 4x for a prolonged period of time.
Ratings could also be downgraded in case of (1) strong
deterioration in market conditions; (2) deterioration in NWR's
liquidity profile; or (3) large debt-funded acquisitions.

Principal Methodology

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

Headquartered in the Netherlands, NWR is the largest hard coal
mining group in the Czech Republic and operates through its main
subsidiary OKD, a.s. The company reported revenues of EUR1.6
billion and EBITDA of EUR454 million during FYE December 2011.
The company exploits the Upper Silesian basin in the north-
eastern part of the Czech Republic and is expanding its activity
in Poland.


PALLAS CDO II: Fitch Affirms 'CCsf' Ratings on Two Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed Pallas CDO II B.V. and revised the
Outlooks to Negative, as follows:

  -- Class A-1-a (XS0268818209): affirmed at 'BBB-sf', Outlook
     revised to Negative from Stable
  -- Class A-1-d (XS0271520669): affirmed at 'BBB-sf', Outlook
     revised to Negative from Stable
  -- Class A-2 (XS0268904546): affirmed at 'B+sf', Outlook
     revised to Negative from Stable
  -- Class B (XS0268818548): affirmed at 'B-sf', Outlook revised
     to Negative from Stable
  -- Class C (XS0268818894): affirmed at 'CCCsf'
  -- Class D-1-a (XS0268819199): affirmed at 'CCsf'
  -- Class D-1-b (XS0268819272): affirmed at 'CCsf'

The affirmation reflects the transaction's stable performance
since the last review in December 2011.  Since then, the
transaction has deleveraged due to natural amortization, as well
as interest diversion by breaching of over-collateralization
tests.  Class A-1-a and A-1-d have paid down further and are now
74% and 88% of their original outstanding balance, respectively.

The revision of the Outlook to Negative reflects the portfolio's
45% exposure to peripheral eurozone countries, such as Greece,
Italy, Portugal and Spain.  Despite the relevant assets being
mainly investment grade rated RMBS, substantial negative rating
migration throughout the last year driven by sovereign rating
migration, presents additional risk to the transaction.

An additional event of default is triggered if the Class A over-
collateralization test falls below 100%, which may introduce
additional risk to the transaction.  Currently, the agency's
calculation of the protective cushion indicates no immediate risk
at the current rating levels.  However, it has decreased to 13%
from 14% of the total portfolio since the last review.

The Issuer Report Grade has been revised to two stars due to the
lack of counterparty information in the reports.

Pallas CDO II is a cash flow securitization of structured finance
assets, mainly from the RMBS and CMBS sectors.  Germany, Spain
and the UK each contribute to roughly a quarter of the portfolio.



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


EUROPLAN 03: Fitch Assigns 'BB-' Rating to Senior Unsecured Bonds
-----------------------------------------------------------------
Fitch Ratings has assigned Europlan's Series 03 RUB3.5 billion
five-year issue of senior unsecured bonds, due October 31, 2017,
a final Long-term local currency rating of 'BB-' and a National
Long-term rating of 'A+(rus)'.

The bonds have a put option in two years on November 4, 2014.
The bonds have a maturity of five years and semi-annual coupons.
The interest rate on the first four coupons is 11.25%.

Europlan has a Long-term Issuer Default Rating (IDR) of 'BB-'
with a Stable Outlook, Short-term IDR of 'B', and a National
Long-term rating of 'A+(rus)' with Stable Outlook.

If material, the share of assets pledged against Europlan's bank
funding could limit recoveries for the company's other senior
creditors in a hypothetical default scenario.  The share of
pledged net investments in leases was 60% at end-2011, according
to the company's IFRS accounts.  Any future large increase in the
proportion of encumbered assets could lead to a downward revision
of the rating of senior unsecured bonds and, according to Fitch's
methodology, a notching down of the Long-term rating of the notes
from the company's Long-term IDR.

Europlan is a one of the leaders of automotive leasing in Russia.
It is majority-owned (62%) by Baring Vostok Private Equity Fund.
The business model targets small and medium-sized enterprises
(83% of the lease book), with the lease book comprising mostly
foreign economy and medium-class passenger cars, trucks
(including minivans) and other equipment (mostly specialized
vehicles).  Europlan operates a nationwide network of 74 offices
(at end-2011) with over 600 sales staff in total.  Its leasing
portfolio (at end-2011) includes around 15,000 lessees and 30,000
vehicles rented.



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


BBVA EMPRESAS 1: S&P Lowers Rating on Class C Notes to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes in five small and midsize
enterprise (SME) collateralized loan obligation (CLO)
transactions originated by Banco Bilbao Vizcaya Argentaria S.A.
(BBVA; BBB-/Negative/A-3):

    BBVA Empresas 1, Fondo de Titulizacion de Activos (BBVA
    Empresas 1);

    BBVA-4 PYME Fondo de Titulizacion de Activos (BBVA-4 PYME);

    BBVA-5 FTPYME Fondo de Titulizacion de Activos (BBVA-5
    FTPYME);

    BBVA-7 FTGENCAT Fondo de Titulizacion de Activos (BBVA-7
    FTGENCAT); and

    BBVA-8 FTPYME Fondo de Titulizacion de Activos (BBVA-8
    FTPYME).

"The rating actions follow our assessment of the transactions'
performance since our previous full reviews of each capital
structure in 2010. We have also applied our criteria for rating
European SME securitizations, our 2012 counterparty criteria, and
our nonsovereign ratings criteria," S&P said.

                  CREDIT AND CASH FLOW ANALYSIS

"While we have been closely monitoring the credit quality
evolution and structural features of these five transactions as
part of our surveillance, the rating actions follow our credit
and cash flow analysis using the latest available trustee reports
at the time of our analysis (September 2012 for BBVA Empresas 1
and August 2012 for the four remaining transactions). We
subjected the capital structures to our cash flow analysis, based
on the methodology and assumptions outlined in our criteria. We
used the reported portfolio balances that we considered to be
performing, the reserve fund balances, and the current weighted-
average margins of the collateral pools," S&P said.

"We also updated our default and recovery rate forecasts that we
considered to be appropriate at each rating level in our cash
flow models. These rates are based on the past performance of the
transactions and our forecasts of future credit quality evolution
for each portfolio. Here, we considered Spain's difficult
economic conditions that would affect the creditworthiness of the
underlying obligors in these deals, and our observations on
similar SME pools in terms of obligor type and loan specific
features. Our credit and cash flow analysis also considered event
risk that could arise if some of the largest obligors in the pool
do not perform. Here, we incorporated various cash flow stress
scenarios using various default patterns, interest rate
scenarios, and recovery timings. Our analysis evaluated
prepayments, 90+ days delinquencies and cumulative defaults, and
recovery information," S&P said.

S&P said the current outstanding balance of loans as a percentage
of each pool at origination represents:

  -- 15.85% in BBVA Empresas 1;
  -- 6.29% in BBVA-4 PYME;
  -- 11.67% in BBVA-5 FTPYME;
  -- 23.39% in BBVA-7 FTGENCAT; and
  -- 28.47% in BBVA-8 FTPYME.

"All the transactions are amortizing on a sequential basis and to
the seasoning of each deal, such deleveraging contributed to
higher subordination for all classes of notes (where
applicable)," S&P said.

"There has been no reserve fund available in BBVA-5 FTPYME since
the March 2010 interest payment date, which means that there is
no available credit enhancement for the class C notes (the most
junior in the capital structure). The insufficient proceeds now
account for a negative EUR10.5 million balance, which has
increased from EUR5 million in November 2010. BBVA-7 FTGENCAT's
reserve fund has been further drawn and now accounts for 10.8% of
the required balance specified under the transaction documents.
BBVA Empresas 1's reserve fund is 70.80% of its required balance;
BBVA-4 PYME's reserve fund is 8.06% of the required balance, and
BBVA-8 FTPYME's reserve fund is 24.77% of the required balance,"
S&P said.

"Due to the high seasoning of these transactions and their
significant pool amortization, obligor concentration risk has
increased in each transaction since our previous reviews. The top
10 obligors now represent more than 35% of BBVA Empresas 1's
pool. The top 10 obligors in BBVA-4 PYME now represent more than
25% of the pool. The top 10 obligors in BBVA-7 FTGENCAT now
represent 30.53% of the performing pool balance. This transaction
doesn't benefit from any regional diversification as all the
obligors are concentrated in the Catalonian region. For BBVA-5
FTPYME and BBVA-8 FTPYME, the top 10 obligors now account for
13.05% and 13.24% of the performing pool balance. As the obligor
concentration is significantly high in these transactions and
could potentially affect the stability of our ratings, we have
factored the default of these top obligors with low recoveries
into our analysis," S&P said.

S&P said the level of cumulative defaults (assets being
delinquent for more than 12 months or classified as such at the
trustee's discretion) have been steadily increasing in each
transaction since its last review and now account for (as a
percentage of the original pool balance):

    BBVA Empresas 1: More than 1.80% of the pool;
    BBVA-4 PYME: More than 1.70% of the pool;
    BBVA-5 FTPYME: More than 3.80% of the pool;
    BBVA-7 FTGENCAT: 5.37% of the pool; and
    BBVA-8 FTPYME: More than 5.00% of the pool.

"For some of these transactions, these observed cumulative
defaults are lower than those in other similar Spanish SME
transactions that we rate, however, while the default increase
may have slowed, we also note that defaults could surge if any of
the top largest obligors fall under this bucket during the
remaining weighted-average life of each transaction, therefore
potentially affecting the stability of our ratings," S&P said.

"We believe the available credit enhancement for the most junior
classes of notes (class C) in BBVA Empresas 1 and in BBVA-4 PYME
is no longer commensurate with their current rating levels. We
have therefore lowered to 'CCC+ (sf)' from 'B+ (sf)' our rating
on BBVA Empresas 1's class C notes, and to 'B (sf)' from 'BB-
(sf)' our rating on BBVA-4 PYME's class C notes. These downgrades
take into account the increased concentration risk, higher long-
term delinquencies and defaults, and lower recoveries that we
have observed in each transaction," S&P said.

"In our view, BBVA-7 FTGENCAT's deteriorating performance, i.e.,
increased obligor, sector, and geographic concentration risk in
the pool, as well as increased delinquencies, defaults, and lower
recoveries, has meant that the available credit enhancement for
the class B and C notes is no longer commensurate with their
current rating levels. We have therefore lowered our ratings on
these notes," S&P said.

"Considering the significant increase in BBVA-8 FTPYME's long-
term delinquencies and defaults, combined with the increased
obligor, sector, and geographic concentration risk in the pool,
we believe the available credit enhancement for the class C notes
is no longer commensurate with the current rating level. We have
therefore lowered to 'B- (sf)' from 'BB- (sf)' our rating on this
class of notes. We consider that the available credit enhancement
for the class B notes is sufficient to cover both concentration-
related event risk, as well as the results of our cash flow
stresses. Based on these factors, we have affirmed our 'BBB (sf)'
rating on this class of notes," S&P said.

"In the case of BBVA Empresas 1's and BBVA-5 FTPYME's class B
notes, we onsider that the increased credit enhancement is
sufficient to cover both concentration-related event risk, as
well as the results of our cash flow stresses. In both cases, the
notes benefit from subordination from the junior class of notes.
Based on these factors, we have raised to 'A+ (sf)' from 'BBB+
(sf)' our rating on BBVA Empresas 1's class B notes. In BBVA-5
FTPYME, the available credit enhancement is now more than 30% of
the capital structure. We have therefore raised to 'A-(sf)' from
'BBB+ (sf)' our rating on the class B notes," S&P said.

                      COUNTERPARTY ANALYSIS

"We have also reviewed counterparty risk in the transactions, and
considered remedy actions taken (if any). We concluded that the
counterparty risk is currently sufficiently mitigated in
accordance with our criteria, so as to not affect 's rating
actions, with the exception of BBVA-7 FTGENCAT. For BBVA-7
FTGENCAT, the rating on the class A2(G) notes is constrained by
the long-term issuer credit rating (ICR) on BBVA as bank account
provider," S&P said.

"BBVA is currently rated 'BBB-/Negative/A-3'. On April 30, 2012,
we lowered our short-term ICR on BBVA to 'BBB+/Negative/A-2' from
'A/Negative/A-1', which is below the level required by the
transaction documents. Because more than 60 days have elapsed
since we lowered our short-term ICR on BBVA, and the issuer has
not yet taken any remedy actions, we have lowered to 'BBB- (sf)'
from 'AA-(sf)' our rating on BBVA-7 FTGENCAT's class A2(G)
notes," S&P said.

           APPLICATION OF NONSOVEREIGN RATINGS CRITERIA

"On Oct. 10, 2012, we lowered our long- and short-term sovereign
ratings on the Kingdom of Spain to 'BBB-/Negative/A-3' from
'BBB+/Negative/A-2'. Under our nonsovereign ratings criteria, the
highest rating we would assign to a structured finance
transaction is six notches above the investment-grade rating on
the country in which the securitized assets are located," S&P
said.

"Consequently, on Oct. 11, 2012, we lowered and kept on
CreditWatch negative our ratings on senior classes of notes in
the transactions that we are taking rating action on. The rating
actions resolve these CreditWatch placements," S&P said.

Although its credit and cash flow analysis suggests higher
ratings for the class A2 and A3 notes in BBVA Empresas 1, S&P has
affirmed its 'AA- (sf) ratings on these classes of notes based on
the maximum ratings that could be assigned under its criteria.
For the same reason, S&P:

  -- affirmed at 'AA- (sf) and removed from CreditWatch negative
     its rating on BBVA-4 PYME's class A2 notes, and raised to
     'AA- (sf)' from 'A+ (sf)' its rating on the class B notes;

  -- affirmed at 'AA- (sf)' and removed from CreditWatch negative
     its ratings on BBVA-5 FTPYME's class A1, A2, and A3(G)
     notes; and

  -- affirmed at 'AA- (sf)' its rating on BBVA-8 FTPYME's A2(G)
     notes.

            EFFECT OF GUARANTEES ON RATING ACTIONS

"In BBVA-5 FTPYME, the class C notes benefit from a guarantee
provided by the European Investment Fund (EIF; AAA/Stable/A-1+),
which can be used either for interest due on each interest
payment date or for principal repayment at the legal final
maturity of the notes. The reimbursement of the portion drawn
under the EIF guarantee and the payment of the EIF commission is
fully subordinated to the class C notes in the priority of
payments. As the rating on the class C notes is linked to the
rating on EIF, we have affirmed our 'AAA (sf)' rating on this
class," S&P said.

                       KEY RATING FACTORS

"Overall, we have observed a significant increase in the
concentration risk by obligor, region, and sector in each
transaction, with BBVA Empresas 1 having the highest obligor
concentration risk. The amortization of the transactions makes
their structures more sensitive to obligor delinquency and
default risk in the underlying collateral pools. To address this
concentration risk, our analysis focused significantly on
associated event risk in the transactions, i.e., we assessed
whether a tranche has sufficient credit enhancement to withstand
specified combinations of largest obligor defaults in our credit
and cash flow analysis," S&P said.

"We have taken the rating actions as we believe that although
credit enhancement in the transactions is higher than what we
observed in our previous review--mainly due to deleveraging--this
is not sufficient to address certain event risks at each rating
category," 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 Standard & Poor's 17g-7 Disclosure Reports included in this
credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                 Rating
            To                    From

BBVA Empresas 1, Fondo de Titulizacion de Activos
EUR1.45 Billion Floating-Rate Notes

Rating Raised

B           A+ (sf)               BBB+ (sf)

Rating Lowered

C           CCC+ (sf)             B+ (sf)

Ratings Affirmed

A2          AA- (sf)
A3          AA- (sf)

BBVA-4 PYME Fondo de Titulizacion de Activos
EUR1.25 Billion Mortgage-Backed Floating-Rate Notes

Rating Raised

B           AA- (sf)              A+ (sf)

Rating Lowered

C           B (sf)                BB- (sf)

Rating Affirmed and Removed From CreditWatch Negative

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

BBVA-5 FTPYME Fondo de Titulizacion de Activos
EUR1.9 Billion Floating-Rate Notes

Rating Raised

B           A- (sf)               BBB+ (sf)

Ratings Affirmed and Removed From CreditWatch Negative

A1          AA- (sf)              AA- (sf)/Watch Neg
A2          AA- (sf)              AA- (sf)/Watch Neg
A3(G)       AA- (sf)              AA- (sf)/Watch Neg

Rating Affirmed

C           AAA (sf)

BBVA-7 FTGENCAT Fondo de Titulizacion de Activos
EUR250 Million Floating-Rate Notes

Ratings Lowered

A2(G)       BBB- (sf)             AA- (sf)
B           BB (sf)               BB+ (sf)
C           CCC- (sf)             B- (sf)

BBVA-8 FTPYME Fondo de Titulizacion de Activos
EUR1.1 Billion Floating-Rate Notes

Rating Lowered

C           B- (sf)               BB- (sf)

Ratings Affirmed

A2(G)       AA- (sf)
B           BBB (sf)


COLATERALES GLOBAL: S&P Retains 'BB' Rating on Class D Notes
------------------------------------------------------------
Standard & Poor's Rating Services took several credit rating
actions in three Spanish residential mortgage-backed securities
(RMBS) transactions.

Specifically, S&P has:

  -- placed its ratings on all classes on notes issued by AyT
     Caja Murcia Hipotecario II Fondo de Titulizacion de Activos
     on CreditWatch negative.

  -- downgraded the class A and B notes issued by AyT Colaterales
     Global Hipotecario FTA Series AyT Colaterales Global
     Hipotecario Caja Espana I.

  -- placed on CreditWatch negative its ratings on the class A
     and B notes issued by AyT CajaGranada Hipotecario I Fondo de
     Titulizacion de Activos.

    All other classes of notes in these transactions are
    unaffected.

"Confederacion Espanola de Cajas de Ahorros (CECA; BBB-/Watch
Neg/A-3) acts as either bank account provider, swap provider, or
both for the listed transactions," S&P said.

"The rating actions reflect the application of the 2012
counterparty criteria. They do not reflect the performance of the
listed transactions," S&P said.

"Transaction documents usually provide for a range of potential
remedies to be taken if we lower our ratings on counterparties
below the documented triggers. These remedies may include the
replacement of the counterparty, the posting of collateral, or
provision of additional guarantees. The transaction documents
also give a time frame within which any remedy of the breach
should take place; typically it ranges from 10 to 60 days. The
transaction documents may also allow the counterparty to take
other actions that are not specifically listed in the documents,"
S&P said.

"We have placed our ratings on the classes in AyT Caja Murcia
Hipotecario II and AyT CajaGranada Hipotecario I on CreditWatch
negative because the documented remedy periods have expired, the
issuer has taken no action to remedy the documented trigger, and
no definitive plan to remedy the breach has been presented to us.
CECA acts as swap counterparty in both transactions. We will
resolve the CreditWatch placements once we have analyzed the
transactions without giving benefit to the swap, and will measure
the impact that this has on the ratings," S&P said.

AYT CAJA MURCIA HIPOTECARIO II FONDO DE TITULIZACION DE ACTIVOS

"According to the transaction documents, when the swap
counterparty, CECA, was downgraded in March 2012, it became
ineligible as a swap provider and had to take remedial actions
within a certain period. The remedy period has elapsed and CECA
has not remedied the breach. Therefore, we have placed all
classes of notes issued by AyT Caja Murcia Hipotecario II on
CreditWatch negative until we have analyzed the transaction
without the benefit of the swap and measured the impact that this
has on the ratings," S&P said.

          AYT COLATERALES GLOBAL HIPOTECARIO CAJA ESPANA I

"According to the transaction documents, when the bank account
provider and swap counterparty, CECA, was downgraded in March
2012, it became ineligible to act in these roles and had to take
remedial action within a certain period. The remedy period has
elapsed and CECA has not remedied the breach. Therefore, we have
linked the ratings on the class A and B notes to the long-term
'BBB-' issuer credit rating (ICR) on CECA. Our ratings on the
class C and D notes are unaffected; both are rated as equal to or
below the rating on CECA," S&P said.

  AYT CAJAGRANADA HIPOTECARIO I FONDO DE TITULIZACION DE ACTIVOS

"According to the transaction documents, when the swap
counterparty, CECA, was downgraded in March 2012, it became
ineligible as a swap provider, and had to take remedial actions
within a certain period. The remedy period has elapsed and CECA
has not remedied the breach. Therefore, we have placed the class
A and B notes on CreditWatch negative until we have analyzed the
transaction without the benefit of the swap and measured the
impact that this has on the ratings. Our ratings on the class D
and C notes remain unaffected as these classes are rated below
the ICR on CECA," S&P said.

"The collateral in all these transactions consists of residential
mortgages granted to individuals in Spain. Most of the loans were
extended to enable the borrowers to purchase their first
residence," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                    Rating                  Rating
                         To                      From

AyT Caja Murcia Hipotecario II Fondo de Titulizacion de Activos
EUR315 Million Mortgage-Backed Floating-Rate Notes

Ratings Placed On CreditWatch Negative

A                        A (sf)/Watch Neg        A (sf)
B                        A (sf)/Watch Neg        A (sf)
C                        BBB (sf)/Watch Neg      BBB (sf)

AyT Colaterales Global Hipotecario FTA Series AyT Colaterales
Global Hipotecario Caja Espana I
EUR500 Million Asset-Backed Floating-Rate Notes

Ratings Lowered

A                        BBB- (sf)               AA- (sf)
B                        BBB- (sf)               BBB (sf)

Ratings Unaffected

C                        BBB- (sf)
D                        BB (sf)

AyT CajaGranada Hipotecario I Fondo de Titulizacion de Activos
EUR400 Million Floating-Rate Notes

Ratings Placed On CreditWatch Negative

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

Ratings Unaffected

C                        BBB- (sf)
D                        BB- (sf)


ORIZONIA: Expects to Complete Debt Restructuring by November
------------------------------------------------------------
Isabell Witt at Reuters reports that Orizonia is restructuring
around EUR640 million (US$818 million) of loans.

According to Reuters, a senior investor said that Orizonia,
formerly known as Iberostar, has a cash hole in its finances
after revenues slumped as the euro zone crisis intensified.

The company, Reuters says, is expected to complete a debt
restructuring by the end of November.

Reuters relates that people close to talks said the company's
largest lenders have already approved a debt for equity swap,
which will result in substantial losses for senior and junior
lenders.

Orizonia is a Spanish tour operator.  The company is owned by The
Carlyle Group and Vista Capital.


TREE INVERSIONES: Moody's Confirms 'B1' Rating on EUR112MM Loan
---------------------------------------------------------------
Moody's Investors Service has confirmed the following commercial
real estate loans advanced to Tree Inversiones Inmobiliarias,
S.A. (the "Borrower"):

    EUR1,139M Senior Loan maturing in September 2017, Confirmed
    at Ba2; previously on Aug 23, 2012 Downgraded to Ba2 and
    Remained On Review for Possible Downgrade

    EUR112M Mezzanine Loan maturing in May 2017, Confirmed at B1;
    previously on Aug 23, 2012 Downgraded to B1 and Remained On
    Review for Possible Downgrade

Both Loans were originally placed on review for possible
downgrade on March 13, 2012. The action concludes Moody's review
of the transaction.

Ratings Rationale

The confirmation follows the recent confirmation of Banco Bilbao
Vizcaya Argentaria, S.A. ("BBVA") at Baa3. BBVA's current rating
was fully reflected in the five notch downgrade for both loans on
23 August 2012.

The term risk of both loans is linked to the credit strength of
BBVA due to its role as lease guarantor. However further stress
was applied because (i) no SPV structure is in place whereby the
borrower is bankruptcy remote and (ii) any adverse credit events
occurring beyond Moody's current expectations given the complex
legal/tax structure. To illustrate this risk, the Spanish
Government recently introduced tax measures that created a new
liability for the borrower resulting in a reduction of the
interest coverage ratio on the loans from 1.44x to 1.31x.

There are no financial covenants in place for either loan.
However, an LTV test will be triggered upon a downgrade of BBVA
to Ba2 or lower, with a breach resulting in a partial prepayment
or deposit made by the borrower (by selling properties and
repaying the senior loan or by sponsors injecting equity). A
failure to prepay or deposit will result in a loan event of
default. A downgrade of BBVA's rating in the near future is now
less likely since its removal from Review for Possible Downgrade.
Nonetheless, BBVA's rating outlook remains negative reflecting
the challenges that Spanish banks still face and additionally the
diminished, but still-present downside risks to the Spanish
sovereign's creditworthiness.

There was no cash flow analysis undertaken for the Mezzanine Loan
since its rating is linked to its recovery expectations given its
ranking and the credit strength of BBVA (but stressed because of
the factors previously mentioned). The Mezzanine Loan is expected
to fully amortize by its maturity date in May 2017, assuming
funds are not switched off due to a Senior Loan non-payment.

The key parameters in Moody's analysis are the default
probability of the loans (both during the term and at maturity)
as well as Moody's value assessment for the properties securing
these loans. Moody's derives from those parameters a loss
expectation.

In general, Moody's analysis reflects a forward-looking view of
the likely range of commercial real estate collateral performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations. Performance that falls
outside an acceptable range of the key parameters such as
property value or loan refinancing probability for instance, may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. There may
be mitigating or offsetting factors to an improvement or decline
in collateral performance, such as increased subordination levels
due to amortization and loan re- prepayments or a decline in
subordination due to realised losses.

Primary sources of assumption uncertainty are the current
stressed macro-economic environment and continued weakness in the
occupational and lending markets. Moody's anticipates (i) delayed
recovery in the lending market persisting through 2013, while
remaining subject to strict underwriting criteria and heavily
dependent on the underlying property quality, (ii) strong
differentiation between prime and secondary properties, with
further value declines expected for non-prime properties, and
(iii) occupational markets will remain under pressure in the
short term and will only slowly recover in the medium term in
line with anticipated economic recovery. Overall, Moody's central
global macroeconomic scenario is for a material slowdown in
growth in 2012 for most of the world's largest economies fueled
by fiscal consolidation efforts, household and banking sector
deleveraging and persistently high unemployment levels. Moody's
expects a mild recession in the Euro area.

On August 21, 2012, Moody's released a Request for Comment
seeking market feedback on proposed adjustments to its modelling
assumptions. These adjustments are designed to account for the
impact of rapid and significant country credit deterioration on
structured finance transactions. If the adjusted approach is
implemented as proposed, the rating of the notes affected by the
rating action may be negatively affected.

The principal methodology used in this rating was Moody's
Approach to Real Estate Analysis for CMBS in EMEA: Portfolio
Analysis (MoRE Portfolio) published in April 2006.

Other factors used in this rating are described in European CMBS:
2012 Central Scenarios published in February 2012.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior assessment is summarized in a press
release dated August 23, 2012. The last Performance Overview for
this transaction was published on September 26, 2012.

In rating this transaction, Moody's used both MoRE Portfolio and
MoRE Cash Flow to model the cash-flows and determine the loss for
each tranche. MoRE Portfolio evaluates a loss distribution by
simulating the defaults and recoveries of the underlying
portfolio of loans using a Monte Carlo simulation. This portfolio
loss distribution, in conjunction with the loss timing calculated
in MoRE Portfolio is then used in MoRE Cash Flow, where for each
loss scenario on the assets, the corresponding loss for each
class of notes is calculated taking into account the structural
features of the notes. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.


* SPAIN: Prime Minister Rajoy Not in Hurry to Seek Bailout
----------------------------------------------------------
Jonathan House and David Roman at Dow Jones Newswires report that
Prime Minister Mariano Rajoy signalled Tuesday that he is in no
hurry to ask for a financial rescue, saying he wants to be
certain that activating the euro zone's new bailout mechanism
would bring a significant improvement in Spain's borrowing costs.

Though most analysts believe Spain will need assistance as it
overhauls its ailing economy, the European Central Bank's recent
promise of massive government bond purchases for countries
seeking bailouts has brought down borrowing costs for Spain and
other struggling euro-zone countries, Dow Jones notes.

In recent weeks, Spanish officials had indicated a readiness to
apply for a rescue and become the country first to test the ECB
bond-buying program, a cornerstone of European efforts to shore
up the common currency, Dow Jones relates.  According to Dow
Jones, Monday's remarks by Mr. Rajoy, in a radio interview, were
the clearest yet that he will take his time deciding.

The Spanish leader, wary of the uncertainties involved in
implementing a bailout, noted that financial pressure on the
government had eased enough that it can cover nearly all its
funding requirements for the rest of the year, Dow Jones
discloses.

Mr. Rajoy acknowledged that Spanish financing costs remain high,
especially for the country's companies -- an incentive for Spain
to explore a possible bailout request, Dow Jones notes.



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


NOBINA AB: Moody's Raises Corp. Family Rating to 'Caa1'
-------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating (CFR) of Nobina AB to Caa1 from Caa3. Concurrently,
Moody's has also upgraded Nobina's probability of default rating
(PDR) to Caa1/LD from Ca/LD. This concludes the rating review for
upgrade that was initiated by Moody's on October 1, 2012. The
outlook on all ratings is stable.

The rating action was prompted by Nobina's announcement on
October 25, 2012 that it has completed the refinancing of its
EUR85 million (approximately SEK711 million) of senior secured
notes with a debt-to-equity swap. Previously, the EUR85 million
of senior secured notes, which are not rated by Moody's, were
temporarily deferred until October 31, 2012. Moody's deems the
debt-to-equity swap a distressed exchange, which is an event of
default under the rating agency's default definition. Moody's
will remove the LD (limited default) designation after three days
and change the PDR to Caa1 from Caa1/LD.

In line with previous indications, approximately 25% (SEK180
million) of the principal of the EUR85 million of notes was
converted into equity, corresponding to a 95% stake in Nobina,
and the remaining 75% (SEK550 million) was converted into new
senior secured notes maturing in five years and paying an annual
coupon of 11%. The SEK550 million (around EUR64 million) of
senior secured notes will be issued by Nobina Europe AB.
Noteholders will be granted a put option at December 31, 2013,
conditional on certain levels of cash build-up at Nobina Europe
AB. Moody's does not rate the SEK550 million of new senior
secured notes.

Upgrades:

  Issuer: Nobina AB

     Probability of Default Rating, Upgraded to Caa1/LD from
     Ca/LD

     Corporate Family Rating, Upgraded to Caa1 from Caa3

Outlook Actions:

  Issuer: Nobina AB

     Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

"The rating upgrade of Nobina's CFR to Caa1 reflects the
company's successful completion of the debt-to-equity swap, which
has eliminated a substantial upcoming maturity and the risk of a
near-term default," says Kathrin Heitmann, Moody's lead analyst
for Nobina. "As a result, Nobina has a more relaxed debt maturity
profile and increased equity, which will improve the company's
near-term financial flexibility."

However, the Caa1 CFR remains constrained by the company's weak
liquidity profile. The executed debt-to-equity swap has not
improved Nobina's current low unrestricted cash balance of SEK150
million at August 31, 2012 and will result in only a modest
reduction in the company's annual interest expense of around SEK7
million.

The ratings incorporate Moody's expectation that Nobina's
profitability levels will remain stable or slightly improve and
that the company's free cash flow will be positive, albeit modest
compared with its total debt outstanding. Nobina uses free cash
flow to service and repay its short-term lease contracts, but
swings in the company's working capital can be significant.
Expected free cash flow generation and unrestricted cash on the
balance sheet remain insufficient to cover the company's short-
term portion of long term financial leasing liabilities of SEK450
million at August 31, 2012 and day-to-day needs estimated at 3%
of annual revenues.

Nobina has access to a SEK50 million short-term committed credit
line and to a SEK300 million 364-day accounts receivable
financing arrangement. Moody's considers neither the factoring
facility nor the short-term bank line in its liquidity analysis
given their short-term nature.

In addition, Moody's notes the relatively small reduction in
Nobina's financial debt of SEK180 million following the
distressed exchange, which is likely to only marginally reduce
the company's financial leverage. At August 31, 2012, Nobina's
adjusted total debt amounted to SEK5.78 billion. Consequently,
Moody's expects Nobina's debt/EBITDA to remain above 6.0x in
fiscal year 2012-13 (ending February 28), a level the rating
agency views as substantial given the company's relatively narrow
business focus.

Other factors that Moody's considered in evaluating Nobina's
creditworthiness are (1) the company's position as the largest
Nordic bus transportation group, with a significant proportion of
business with local Scandinavian communities that have relatively
high revenue visibility and predictability as a result of limited
transportation volume exposure; (2) its limited scale, with
revenues and profit generation being concentrated on the Swedish
market; and (3) the compression in the company's credit metrics
in fiscal year 2011-12, with first signs of improvement in its
profit margins in H1 2012-13 (a reported operating margin of 4.2%
in H1 2012-13 compared with 3.6% in H1 2011-12).

The stable outlook on the ratings reflects Moody's expectation
that Nobina's profitability levels will remain stable or slightly
improve and that the company's free cash flow will be positive
but used to cover short-term financial leasing obligations.

What Could Change The Rating Up/Down

Upward rating pressure would require (1) sustained improvements
in Nobina's weak liquidity profile, with readily available cash
on the balance sheet and available long-term credit lines
(currently not available) sufficient to cover the company's
interest payments, short-term financial leasing liabilities and
seasonal swings in working capital and capital investments; and
(2) an improved capital structure driven by a reduction in
reported indebtedness.

Negative rating pressure could arise if there were a heightened
risk of Nobina defaulting in the near term as a result of a
depletion of its available cash sources.

Nobina 's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Nobina's core industry and
believes Nobina's ratings are comparable to those of other
issuers with similar credit risk.

Nobina AB is the largest Nordic bus transportation company,
operating in Sweden, Norway, Finland and Denmark. Its revenues
for fiscal year 2011-12 (ending February 29) totalled SEK7.1
billion and were mostly generated from public bus services in
Sweden. This reflects the more advanced stage of the deregulation
in this country, where almost all local and regional bus services
have been tendered since 1989, in contrast to the situation in
Norway and Finland, where less than 50% of the traffic has been
tendered so far. In Sweden, the public bus transportation needs
of Contractual Public Transportation Associations (CPTAs) are put
up for tender via a competitive bidding process and the tenor of
such contracts is typically five to eight years. The majority of
contracts are priced with cost indexation levels adjusted on a
monthly (Denmark), quarterly (Sweden, Finland) or annual basis
(Norway).


NOBINA AB: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Sweden-based bus services provider Nobina AB and
its subordinated holding company Nobina Europe Holding AB
(collectively Nobina) to 'B' from 'SD' (selective default). The
outlook is stable.

"The upgrade follows Nobina's announcement outlining the final
terms of the refinancing of its EUR85 million senior secured
notes. The refinancing involves a debt-to-equity swap, with about
Swedish krona (SEK) 180 million (25%) of the old senior secured
notes being converted into shares in Nobina. The remaining amount
of about SEK550 million was primarily refinanced through a new
Swedish krona-denominated bond that Nobina issued in the Nordic
market. The annual coupon on the bond is 11% and its duration is
five years, but it includes an option for Nobina to redeem it
throughout that time," S&P said.

"We believe that the transaction has marginally improved the
company's leverage, and enhanced its liquidity profile and
financial flexibility, eliminating any major bond debt maturities
until 2017. The transactions will also eliminate Nobina's
exposure to exchange-rate fluctuations on the senior secured
notes, and reduce its annual interest payments, albeit by a small
amount, due to a lower bond amount," S&P said.

"Although we believe that the transactions have improved Nobina's
financial risk profile, it nevertheless remains 'highly
leveraged' according to our classifications. Our base-case
scenario envisages that Nobina's cash flow credit measures will
improve gradually over the medium term, primarily through an
increase in cash flows due to enhanced profitability and to a
lesser extent, a lower interest burden. We forecast that, in the
12 months to Feb. 28, 2013, credit ratios pro forma for the
transactions will strengthen to a Standard & Poor's-adjusted
ratio of funds from operations (FFO) to debt of 13.0% from 10.4%
in the previous year. However, we anticipate key leverage
measures will deteriorate due to anticipated increases in
financial leases. As such, we anticipate that adjusted debt to
EBITDA will increase to 6.5x compared with about 5.8x in the
previous year," S&P said.

"The rating on Nobina continues to be constrained by our view of
the group's highly leveraged financial risk profile and
'aggressive' financial policy, 'less than adequate' liquidity, as
well as its 'weak' business risk profile. In our view, the main
factors constraining the rating are Nobina's high financial
leverage and its relatively low profit margin, which partly
reflects its participation in competitive tenders in the
regulated Nordic bus markets," S&P said.

"These constraints are mitigated to a degree by Nobina's
predictable revenue-generating activities and competitive
position as the leading provider of contractual passenger bus
transportation in the Nordic region. Nobina generates about 90%
of its revenues from regulated bus operations, underpinned by
medium-term contracts granted directly by public authorities,"
S&P said.

"In the first half of financial 2013 (ended Aug. 31, 2012),
Nobina reported relatively stable sales of SEK3.54 billion (about
EUR400 million), compared with SEK3.55 billion a year earlier. We
note that positive price and volume growth was offset by a net
reduction in revenues from new and ended contracts," S&P said.

"Operating profit in the first half of financial 2013 increased
16% to SEK148 million from SEK127 million a year earlier. Of the
16%, operating profit from total regional traffic increased 13%
to SEK151 million from SEK133 million, while that from inter-
regional traffic remained stable at SEK13 million. The improved
performance of the regional traffic division resulted primarily
from strong growth in the Swedish and Finnish operations, while
cash flows from the inter-regional division were constrained by
shorter journeys and price pressure," S&P said.

"In the first half of financial 2013, Nobina's reported cash flow
from operations (after interest paid) increased to SEK315
million, from SEK104 million a year earlier, primarily because of
enhanced earnings and positive working capital inflows," S&P
said.

"The stable outlook reflects our view that Nobina's improved bond
repayment profile will support its debt service and ongoing
operational needs in the near to medium term. The outlook also
reflects our view of Nobina's anticipated operational and
financial performance, and the resilience of its contractual cash
flows. We consider ratios of FFO to adjusted debt of more than
10% and adjusted debt to EBITDA of less than 7x to be
commensurate with the rating," S&P said.

"We could take a negative rating action if the group's trading
performance deteriorates, liquidity position weakens, or if
credit ratios soften to below the levels we consider commensurate
for the current ratings," S&P said.

"Conversely, we could take a positive rating action if Nobina
improves its profitability and cash generation, and consequently,
its credit ratios. We typically consider a sustained ratio of FFO
to adjusted debt in excess of 15%, debt to EBITDA of less than
5x, and adequate liquidity to be commensurate with a 'B+'
rating," S&P said.



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


MATTERHORN MIDCO: Moody's Assigns Definitive 'Caa1' LGD Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a definitive Caa1 rating
and loss-given-default (LGD) assessment of LGD6 to the EUR155
million (CHF188 million equivalent) senior unsecured notes due
2020 issued by Matterhorn Midco & Cy S.C.A. ("Matterhorn Midco"),
the holding company of Orange Communications S.A. ("Orange
Switzerland" or "OCH").

The following ratings of different group entities remain
unchanged:

Matterhorn Midco & Cy S.C.A.:

  - Corporate family rating (CFR): B2

  - Probability of default rating (PDR): B1

Matterhorn Mobile Holdings S.A. ("MMH"):

  - EUR225 million (CHF272 million) of senior notes due February
    2020: B3/LGD6

Matterhorn Mobile S.A.:

  - EUR330 million (CHF400 million) of senior secured floating-
    rate notes (FRNs) due May 2019: B1/LGD4

  - CH450 million of senior secured fixed-rate notes due May
    2019: B1/LGD4

  - CHF180 million of senior secured FRNs due 2019: B1/LGD4

The outlook on all the ratings is stable.

Ratings Rationale

Moody's definitive rating on this debt obligation is in line with
the provisional rating assigned on September 24, 2012.

The Caa1 rating on the notes issued by Matterhorn Midco is two
notches below the company's B2 CFR and one notch below the B3
rating on the senior unsecured notes issued by MMH. This notching
differential reflects these notes' subordinated position relative
to the other debt instruments in the group's capital structure.

The notes issued by Matterhorn Midco have substantially the same
terms and conditions as the existing senior unsecured notes
issued by MMH. However, the new notes benefit from a senior
guarantee from MMH, but not from the other companies that
guarantee the revolving credit facility, the senior secured notes
issued by Matterhorn Mobile S.A., or the senior unsecured notes
issued by MMH. Matterhorn Midco has used the majority of the net
proceeds from the offering to pay an extraordinary distribution
to its shareholders worth CHF181 million (EUR150 million).

Due to the high initial leverage and the substantial amount of
secured notes and senior unsecured notes that effectively rank
ahead of Matterhorn Midco's notes in case of enforcement, Moody's
expects that the amount of residual collateral value available to
the noteholders in a recovery scenario would be very limited.

Matterhorn Midco's B2 CFR reflects its leveraged capital
structure following the acquisition of Orange Switzerland by
funds advised by Apax Partners LLP. Matterhorn Midco's high
business risk reflects its small size, lack of fixed-line
business, and the strategic challenges ahead linked to the
company's separation from its previous owner, the France Telecom
group. The rating also reflects the track record of aggressive
financial policies implemented to date by the shareholders, as
well as Moody's expectation that the shareholders are likely to
make use of the financial flexibility that Matterhorn Midco will
develop over time as it progressively deleverages.

The stable outlook reflects Moody's expectation that Matterhorn
Midco's adjusted debt/EBITDA will remain in the 4.0x-4.5x range
on a sustained basis and that the company can broadly achieve its
objectives in terms of operational metrics.

What Could Change The Rating Up/Down

Upward pressure on the rating could develop if Matterhorn Midco's
financial profile improves, such that the company's (1) adjusted
debt/EBITDA ratio decreases to 4.0x-3.5x on a sustained basis;
and (2) RCF/adjusted debt ratio increases well above 15%. Upward
pressure on the rating would require a track record of
deleveraging, with indications of a more conservative financial
strategy to be implemented by the shareholders.

Conversely, downward pressure could be exerted on the rating if
Matterhorn Midco's operating performance weakens such that the
company's adjusted debt/EBITDA trends towards 5.0x and its
RCF/adjusted debt falls below 10% on a sustained basis. In
addition, downward pressure could be exerted on the rating if
Moody's becomes concerned about the company's liquidity --
including, but not limited to, a reduction in covenant headroom.

Principal Methodology

The principal methodology used in rating Matterhorn Midco & Cy
S.C.A., Matterhorn Mobile Holdings S.A. and Matterhorn Mobile
S.A. was the Global Telecommunications Industry Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Orange Communications S.A. ("OCH") is the number three mobile
network operator in Switzerland, with a reported mobile revenue
market share of around 20% and a subscriber market share of
around 17% for the six months ended June 2012. The company has
more than 1.6 million customers. For the 12 months ended June
2012, the group reported revenues of CHF1.3 billion (EUR1.06
billion) and adjusted EBITDA of CHF372.5 million (EUR310
million).


PETROPLUS HOLDINGS: Netoil Submits Revised Offer for French Unit
----------------------------------------------------------------
Nidaa Bakhsh at Bloomberg News reports that Netoil Inc., a Dubai-
based company, has submitted a revised offer for insolvent
Petroplus Holdings AG's Petit-Couronne refinery in Normandy,
France, teaming up with BP Plc.

According to Bloomberg, Roger Tamraz, Netoil's chairman, said
Netoil expects to pay EUR60 million (US$77 million) for
inventories on site and EUR100 million for liabilities, without
identifying his creditors.

The 154,000 barrel-a-day facility faced liquidation last month
after bids from Netoil and Alafandi Petroleum Group were
rejected, Bloomberg recounts.  Laurent Patinier, an official for
the CFDT union at the site, said that a local court was scheduled
to meet on Monday to discuss the new offers, Bloomberg notes.

Arnaud Montebourg, the country's industry minister, said on
Monday on RTL radio more time was needed to examine Libyan
interest in the refinery after being contacted by the nation's
sovereign wealth fund, Bloomberg relates.

Petroplus on Monday said the court will either give a new date
for a decision or extend the deadline for bids, according to
Bloomberg.

Petroplus filed for insolvency in January after lenders froze
credit lines, Bloomberg recounts.  Bloomberg notes that union
officials have said the plant has been running since June under a
so-called tolling deal with Royal Dutch Shell Plc, and may shut
later this month if a credible buyer or plan isn't approved by
the court.

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



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


EKSPO FAKTORING: Moody's Assigns 'Ba3' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the local and foreign-
currency Ba3 issuer ratings and the Baa1.tr National Scale Rating
(NSR) of Ekspo Faktoring A.S. At the same time, Moody's has
assigned a corporate family rating (CFR) of Ba3 to Ekspo
Faktoring, following Moody's implementation of its revised global
rating methodology for finance companies. All ratings carries a
stable outlook.

Ratings Rationale

-- Ratings Affirmation

Moody's says that the Ba3 rating is supported by Ekspo's robust
profitability, its sound asset quality and strong capitalization
metrics. Since its inception in 2001, Ekspo has ranked 10th by
total factoring volume amongst factoring companies in Turkey and
it is one of the largest non-bank-affiliated factoring companies
in the market.

Moody's notes that the ratings are constrained by Ekspo's modest
size, its considerable loan-portfolio concentrations, and high
dependence on domestic short-term wholesale funding. Furthermore,
the uncertainty regarding the sustainability of the currently
high profitability trends in the Turkish factoring industry --
which is in its early stages of development -- is an additional
constraint on the rating. Moreover, Ekspo's Ba3 rating does not
benefit from either uplift from possible support from its
shareholders, or from the Turkish sovereign. The Baa1.tr NSR is
derived directly from the Ba3 local-currency issuer rating.

The stable outlook on the firm's ratings reflects the rating
agency's expectation that Ekspo Faktoring continues its gradual
franchise expansion thereby maintaining its healthy financial
profile against the headwinds of slowing economic growth in
Turkey and competitive margin pressures in the banking and
broader financial services industry.

-- Assignment of Corporate Family Rating

The assignment of the CFR follows the implementation of Moody's
revised global rating methodology for finance companies, which
stipulates the key operational, financial and environmental
factors Moody's considers when rating these companies. The CFRs
incorporate the affected finance companies' standalone credit
profiles, as well as any parental or affiliate support.

In contrast to these finance companies' issuer ratings, which
represent Moody's opinion of credit risk equivalent to the
companies' senior unsecured debt obligations, the CFRs represent
the rating agency's opinion of the companies' consolidated credit
risk, equivalent to the weighted average of all debt classes
within the companies' capital structure.

Using the CFR as a reference point, the methodology codifies
Moody's framework for assigning ratings to the various classes of
debt issued by non-investment-grade finance companies on the
basis of expected differences in loss-given-default. This
framework considers the proportionality, seniority and level of
asset protection associated with various debt classes, both
nominally and in relation to each other.

What Could Move The Ratings Up/Down

Currently, there is no upwards pressure on the ratings, reflected
by the stable outlook. Upwards rating pressure could develop
following (1) continuing material diversification and
strengthening of Ekspo's funding profile; (2) further
considerable strengthening and expansion of its franchise; and
(3) further institutionalization of corporate-governance
practices.

Downwards rating pressure could develop if (1) there is evidence
that Ekspo has increased its risk appetite; (2) credit risk in
Turkey generates losses that puts Ekspo's solvency at risk and
jeopardizes its current business model; (3) financial leverage
significantly increases, without simultaneously raising matched
funding; or (4) Ekspo's franchise weakens.

Principal Methodologies

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

Moody's National Scale Ratings (NSRs) are intended as relative
measures of creditworthiness among debt issues and issuers within
a country, enabling market participants to better differentiate
relative risks. NSRs differ from Moody's global scale ratings in
that they are not globally comparable with the full universe of
Moody's rated entities, but only with NSRs for other rated debt
issues and issuers within the same country. NSRs are designated
by a ".nn" country modifier signifying the relevant country, as
in ".mx" for Mexico. For further information on Moody's approach
to national scale ratings, please refer to Moody's Rating
Methodology published in October 2012 entitled "Mapping Moody's
National Scale Ratings to Global Scale Ratings".


* REPUBLIC OF TURKEY: Fitch Upgrades Long-Term IDR From 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the Republic of Turkey's Long-term
foreign currency Issuer Default Rating (IDR) to 'BBB-' from 'BB+'
and the Long-term local currency IDR to 'BBB' from 'BB+'.  The
Outlooks on the Long-term ratings are Stable.  The agency has
also upgraded Turkey's Short-term foreign currency IDR to 'F3'
from 'B' and the Country Ceiling to 'BBB' from 'BBB-'.

Rating Rationale

The upgrade to investment grade reflects a combination of an
easing in near-term macro-financial risks as the economy heads
for a soft landing and underlying credit strengths including a
moderate and declining government debt burden, a sound banking
system, favorable medium-term growth prospects and a relatively
wealthy and diverse economy.

Fitch believes that the Turkish economy is on track to return to
a sustainable growth rate, having narrowed the current account
deficit (CAD) and lowered inflation after overheating in 2011.
The agency forecasts GDP growth of 3% in 2012, 3.8% in 2013 and
4.5% in 2014.  Achieving such a rebalancing without a recession -
helped by a strong trade performance, while unemployment is at an
11-year low - points to enhanced economic flexibility and
resilience.

Fitch expects the economy to remain more volatile than investment
grade peers, but believes sovereign creditworthiness has become
more resilient to shocks.  At some point, an external financing
shock and a recession are likely.  However, the agency believes
the country's strong sovereign, bank and household balance
sheets, and economic and exchange rate flexibility provide
important buffers against shocks spreading into a wider financial
crisis.

Turkey's public finances are a key rating strength. Government
debt dynamics are favorable due to a low general government
budget deficit, which Fitch forecasts at 1.9% of GDP in 2012 (not
counting privatization receipts) and trend GDP growth above the
real interest rate.  Fitch estimates the general government
debt/GDP ratio will be 37% at end-2012, down 9pp since end-2009,
while it projects the 'BBB' range median at 41% of GDP, up 7pp
since 2009.

The government extended the average maturity of debt to 4.5 years
in mid-2012 from 3.5 years in 2009, while reducing the FX share
to less than 30%.  Lower budget deficits and debt maturities have
reduced Turkey's gross fiscal financing requirement to a
projected 9% of GDP in 2012 from 17% in 2010.  A relatively deep
local capital market supports financing flexibility.

Turkey's sound banking system underpins the rating. It has a
capital adequacy ratio of 16.3%, is moderate in size and has a
low non-performing loan ratio of 2.8%.  However, credit growth
has been brisk in recent years (although it slowed to 14% in
September 2012), raising the loan/deposit ratio to above 100%.
Household debt is low at only 18% of GDP.

Favorable growth prospects support the credit profile.  Turkey's
potential growth rate of 4%-5% is boosted by demographic trends,
an entrepreneurial culture and financial deepening.  It improved
its ranking to 43rd (out of 144) in the World Economic Forum's
latest competitiveness league table, up from 59th in 2011/12. GDP
per capita is above the 'BBB' median.  Turkey also outperforms
the peer median on four out of six of the World Bank's governance
indicators.

Nevertheless, Turkey's external finances remain a key rating
weakness.  Fitch forecasts the CAD at US$58 billion (7.3% of GDP)
in 2012, albeit down from US$77 billion (10%) in 2011.  The
agency forecasts it to remain at US$63 billion (7.2%) in 2013
which, together with maturing external debt payments, exposes the
country to shocks to global liquidity.  Nonetheless, foreign
exchange reserves (including gold) have increased by USD24bn year
to date to US$112 billion and Turkey did not suffer a sudden stop
to capital inflows during the Lehman or eurozone crisis stress
tests.  Turkey's net external debt/GDP ratio is likely to trend
up gradually over the forecast horizon.

Turkey also has a track record of volatile inflation and GDP
growth, reflecting its low savings rate and dependence on
external financing, as well as domestic policy management.  Fitch
forecasts inflation to decline to 7.4% at end-2012 and 6.5% at
end-2013, from 10.5% at end-2011, but still well above the
central bank's inflation target of 5%.  Although the new policy
framework has traction and has helped to rebalance the economy
under challenging conditions, it has failed to hit the inflation
target and has been relatively discretionary and unpredictable.

The two-notch upgrade of the local currency IDR to 'BBB' opens up
a one-notch uplift above the foreign currency IDR to reflect the
sovereign's somewhat greater capacity to finance itself in
Turkish lira than in foreign currency, due to its power of
taxation, the strong banking system and deep local capital
market.  The lengthening in maturity of local currency debt has
further reduced its financing risks.  The country's relatively
weak external finances also weigh less heavily on the local
currency rating.

Rating Outlook - Stable

The main factors that could lead to positive rating action,
individually or collectively, are:

  -- A material and durable reduction in the CAD, though Fitch
     does not anticipate this in the near term.
  -- A track record of lower and more stable inflation.

The main risk factors that could lead to negative rating action,
individually or collectively, are:

  -- A 'balance-of-payments crisis' triggered by an external
     shock or a domestic policy mistake.
  -- A worse-than-expected increase in external debt ratios over
     the medium term, for example related to rapid credit growth
     and larger CADs.
  -- A major political shock with a material adverse impact on
     the economic and fiscal outlook.

Key Assumptions and Sensitivities

The ratings and Outlooks are sensitive to a number of
assumptions.

  -- Fitch's economic and fiscal projections are based on the
     assumption that budget outcomes are broadly in line with the
     Turkish government's Medium-Term Program 2013-2015,
     consistent with a declining government debt/GDP ratio.

  -- Fitch assumes that the eurozone remains intact and that
     there is no materialization of severe tail risks to global
     financial stability that could trigger a sudden stop to
     capital inflows to countries like Turkey with large CADs and
     net external debtor positions.  Such a scenario would likely
     trigger a downgrade.

  -- Some escalation in regional instability cannot be discounted
     and is within the tolerance of the rating.  However, Fitch
     does not expect the civil war in Syria to draw Turkey into a
     full-scale military conflict.  If such an event took place
     and had a significant economic and fiscal impact it could
     lead to a downgrade.

  -- Fitch assumes that Turkey's membership of the Financial
     Action Task Force (FATF) is not suspended in February 2013
     (as FATF threatened in October 2012 if Turkey failed to
     "adopts legislation to remedy deficiencies in its terrorist
     financing offence" and "establishes a legal framework for
     identifying and freezing terrorist assets consistent with
     the FATF Recommendations"); or if it is suspended, that does
     not precipitate countermeasures that materially adversely
     affect the capacity of Turkish entities to access
     international financing. If such a downside risk
     materialized it could lead to a downgrade.



=============
U K R A I N E
=============


* CITY OF KYIV: S&P Assigns 'B-' Rating to Sr. Unsecured Bond
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' debt rating
with a recovery rating of '4' to the City of Kyiv's proposed
amortizing senior unsecured bond of up to Ukranian hryvnia 2
billion (about US$250 million). "At the same time, we placed the
rating on CreditWatch with negative implications," S&P said.

"According to our criteria, we equalize the issue rating on bonds
with a '4' recovery rating with the issuer credit rating (ICR).
The rating on the proposed bond is therefore in line with the ICR
on the City of Kyiv (B-/Watch Neg/--), which is on CreditWatch
Negative owing to the city's slow progress in securing
refinancing for US$250 million of loan participation notes due in
November this year. The '4' recovery rating indicates our
expectation of average (30%-50%) recovery in the event of a
payment default," S&P said.

"The city is expected to issue the UAH2 billion bond, to be due
in late 2015, by year-end 2012. The bond will have fixed coupon
payments that the city targets to not exceed 15.25%. We
understand the proceeds from the bond will be used to refinance
the city's bank loans (promissory notes) totaling UAH2 billion,
which Kyiv obtained in 2010 to cover energy payables. This will
not change the size of Kyiv's tax-supported debt as envisaged by
our base-case scenario," S&P said.

"The rating on Kyiv reflects our view of Ukraine's institutional
framework as volatile and underfunded, constraining the city's
financial flexibility. It also reflects Kyiv's high debt service,
very negative liquidity, and material debt burden, with
associated foreign-exchange risks. However, the city's importance
as the administrative and economic center of Ukraine, and its
fairly diversified economy, with wealth exceeding the national
average severalfold, support the rating," S&P said.



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


AEROSPACE MACHINING: Placed in Liquidation; 70 Jobs Lost
--------------------------------------------------------
news.scotsman.com reports that around 70 jobs at Aerospace
Machining Technology are to be lost after the company announced a
shock liquidation.

news.scotsman.com relates that bosses at the company are believed
to have made the decision due to cuts in the UK defense budget,
and significant reductions in order levels.

Employees at the precision engineering company have been working
in the defense industry for more than 50 years, the report says.

The company is now being put forward for acquisition by appointed
joint provision liquidators KPMG, the report notes.

"AMT's liquidation has come as a total shock to our members," the
report quotes Unite regional officer Gillian McKay as saying.
"There was no warning from management and absolutely no
consultation with the trade union or any indication from them to
suggest this would happen.

Aerospace Machining Technology is an Edinburgh-based defense
manufacturer.


CLARIS LIMITED: Moody's Cuts Ratings on Two Tranches to 'B1'
------------------------------------------------------------
Moody's Investors Service announced the following rating actions
on the notes issued by Claris Limited:

Issuer: Claris Limited

    EUR15M Series 95/2007 Tranche 1 EUR 15,000,000 Sonoma Valley
    2007-2 Synthetic CDO of CMBS Variable Notes due 2046,
    Downgraded to B1 (sf); previously on May 25, 2010 Downgraded
    to A2 (sf)

    EUR40M Series 95/2007 Tranche II EUR 40,000,000 Sonoma Valley
    2007-2 Synthetic CDO of CMBS Variable Notes due 2046,
    Downgraded to B1 (sf); previously on May 25, 2010 Downgraded
    to A2 (sf)

Ratings Rationale

According to Moody's, the rating downgrade is the result of the
deterioration of the credit quality of the reference assets. In
particular one asset in the pool, J.P. Morgan Chase Commercial
Mortgage Securities Corp. Series 2006-CIBC17 Cl. A-M, was
recently downgraded by 6 notches to Ba1. The pool consists of 29
equally weighted US CMBS assets. The 10-year weighted average
rating factor (WARF) of the pool is 65, equivalent to A1. This
compares to a 10-year WARF of 4 from the previous rating action.
The rated tranche is highly sensitive to the credit quality of
the worst rated assets in the pool because of the thin credit
enhancement and lumpiness of the pool.

Moody's also ran sensitivity analysis assuming various credit
quality evolution of the reference assets in the pool. In one
scenario, the worst rated asset was assumed to be rated in the B
range and the model output was within four notches of the
assigned rating. In another scenario, all Aa3 rated assets (17%
of the pool) were assumed to have been downgraded by 3 notches
and the model output was in line with the assigned rating.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

In rating this transaction, Moody's used CDOROM(TM) to model the
cash flows and determine the loss for each tranche. The Moody's
CDOROM(TM) is a Monte Carlo simulation which takes the Moody's
default probabilities as input. Each corporate reference entity
is modelled individually with a standard multi-factor model
incorporating intra- and inter-industry correlation. The
correlation structure is based on a Gaussian copula. In each
Monte Carlo scenario, defaults are simulated. Losses on the
portfolio are then derived, and allocated to the notes in reverse
order of priority to derive the loss on the notes issued by the
Issuer. By repeating this process and averaging over the number
of simulations, an estimate of the expected loss borne by the
notes is derived. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

Moody's notes that in arriving at its ratings of SF CDOs, there
exist a number of sources of uncertainty, operating both on a
macro level and on a transaction-specific level. Primary sources
of assumption uncertainty are the extent of the slowdown in
growth in the current macroeconomic environment and the
commercial and residential real estate property markets. While
commercial real estate property markets are gaining momentum, a
consistent upward trend will not be evident until the volume of
transactions increases, distressed properties are cleared from
the pipeline and job creation rebounds. Among the uncertainties
in the residential real estate property market are those
surrounding future housing prices, pace of residential mortgage
foreclosures, loan modification and refinancing, unemployment
rate and interest rates.

An additional source of performance uncertainty includes
portfolio non-granularity. The performance of the portfolio
depends on the credit conditions of a small number of obligors
that are equally weighted. Each obligor is 3.45% of the pool
which currently covers the entire subordination and most of the
rated tranche. If one experiences a jump to default, depending on
recoveries, the tranche could suffer a loss.

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


COMET: Dixons Retail to Help Save Jobs
--------------------------------------
The Telegraph reports that Dixons Retail's chief executive has
pledged to try to save some of the staff facing job cuts at
Comet.

Almost 7,000 jobs are at risk following the collapse of the
company, which was placed into administration after the American
investors behind OpCapita decided to cut financial support, the
Telegraph notes.

According to the Telegraph, Sebastian James, chief executive of
rival chain, Dixons, told The Sun that he wants to hire as many
workers as possible for his PC World and Currys stores.

Dixons is recruiting 3,000 Christmas staff, including 2,000 at
its stores, the Telegraph discloses.  Dixons has delayed its
recruitment process by a week to allow Comet staff to apply for
positions, the Telegraph says.

Mr. James, as cited by the Telegraph, said there could be no
guarantees over how many Comet staff he would take on.

There was positive news for customers on Tuesday when
administrators Deloitte said they would accept gift vouchers, the
Telegraph relates.

Deloitte halted vouchers on Friday after Comet called in
administrators, sparking uproar, the Telegraph recounts.  But,
the administrators said they have now been able to assess the
financial position of the company and collate information about
the "quantity, value and nature" of gift cards in circulation,
the Telegraph notes.

Comet is an electricals chain.


NORTH YORKSHIRE: Court Taps Chantrey Vellacott as Liquidators
-------------------------------------------------------------
Corporate restructuring specialists from national accountancy
firm Chantrey Vellacott DFK have been appointed liquidators of
North Yorkshire Credit Union (NYCU).

NYCU was placed into liquidation following an order of the High
Court on Wednesday, October 31, with Kevin Murphy and Richard
Toone from Chantrey Vellacott DFK appointed liquidators.

Mr. Murphy has stressed that all savers will be compensated in
full.

"Every member of the North Yorkshire Credit Union will get their
money back in full within the next week, as they are protected by
the Financial Services Compensation Scheme (FSCS)," Mr. Murphy
said in a statement.

"The FSCS has confirmed this process is automatic, so members do
not need to act to get their money back. People with less than
GBP1,000 will receive a letter to get cash over the counter at
the Post Office, while anyone with more than GBP1,000 will
receive a cheque.

"The collapse of North Yorkshire Credit Union is due to a
combination of factors. This includes bad debt provisions in
respect to loans to members of over 400,000 due to inadequate
credit referencing and credit control, and also inadequate cost
control, which is partly due to the resources required to service
the large North Yorkshire region.

"Under the terms of appointment as liquidators we are in the
process of reviewing all of NYCU's assets and winding up the
organisation."

North Yorkshire Credit Union (NYCU) is a not-for-profit financial
co-operative.  It had its offices on Holgate Road, York.  NYCU
was initially formed in 2006 and was open to anyone who lives,
studies or volunteers on a regular basis in York or in the county
of North Yorkshire.  It was owned and controlled by approximately
5,000 members with investments totalling around GBP1.9 million.


PERSEUS 22: S&P Retains 'D' Ratings on 2 Note Classes
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
Perseus (European Loan Conduit No.22) PLC's class A2 and A3
notes. S&P ratings on the class B, C, and D notes remain
unaffected by the rating actions.

"The withdrawals follow the cash manager's confirmation that the
class A2 and A3 notes (scheduled to mature in July 2014) prepaid
in full on the October 2012 interest payment date," S&P said.

Perseus (European Loan Conduit No. 22) is a commercial mortgage-
backed securities (CMBS) transaction that closed in December
2005. The transaction is secured by a portfolio of U.K.
commercial real estate loans.

          POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

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

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

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

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

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

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class       Rating         Rating
            To             From

Perseus (European Loan Conduit No. 22) PLC
EUR514.538 Million Commercial Mortgage-Backed Floating-Rate Notes

Ratings Withdrawn

A2           NR             A (sf)
A3           NR             A (sf)

Ratings Unaffected

B           BBB (sf)
C           D (sf)
D           D (sf)

NR - Not rated.



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


* Moody's Sees Negative Outlook for Unregulated EMEA Utilities
--------------------------------------------------------------
Unregulated electric and gas utilities in EMEA face pressure from
weak market conditions and rising euro area risks, says Moody's
Investors Service in an Industry Outlook report published on
Nov. 6. As a result, Moody's outlook for the unregulated
utilities sector over the next 12-18 months is negative.
Conversely, Moody's expects that fundamentals for regulated
utilities will be stable overall.

The new report is entitled "EMEA Electric and Gas Utilities:
Negative outlook for unregulated utilities on weak market
conditions and rising euro area risks".

"The negative outlook for unregulated utilities is based on weak
underlying market conditions, which are squeezing earnings from
generation and mid-stream gas; and declining sovereign credit
quality, which will continue to drag on economic conditions,"
says Niel Bisset, a Moody's Senior Vice President and author of
the report. "In addition, the outlook reflects political
intervention risk, which remains high as governments try to
reconcile huge investment costs with affordability, as well as
the limited financial flexibility of unregulated utilities
despite their efforts to cut debt," adds Mr. Bisset.

In Moody's view, generators' profits are declining because of
weak demand, reducing power prices and narrow clean spark
spreads. Growing output from renewables is reducing thermal
generation load factors and squeezing the spread between peak and
'normal' prices. Progress on contract renegotiations should see a
reduction in losses on wholesale gas imports under oil-linked
contracts.

Moody's notes that sovereign pressure on ratings has intensified
as the euro area crisis moves from the periphery towards its
core. Utilities in affected countries have reacted by conserving
cash, attracting new equity and tapping capital markets when
conditions are favorable. Most have strengthened their liquidity
position and have more than 24 months' liquidity.

Moody's also notes that government intervention in the energy
sector is reducing utilities' profitability and creating
wholesale market uncertainty. This includes interference in
tariff setting to help consumers, one-off taxes and wide-reaching
energy market overhauls. As governments struggle to shield
consumers from rising energy bills, reduce budget deficits and
attract the investment needed to deliver environmental targets,
such intervention is likely to continue. The higher risk to
returns and uncertainty around the future shape of markets deters
investment.

Utilities companies continue to take steps to underpin earnings
and strengthen balance sheets by cost cutting, reducing capital
expenditure (capex), selling assets and raising equity. Despite
these efforts, debt remains stubbornly high and credit ratios are
at the lower end of Moody's guidance for ratings, which the
rating agency has been tightening to factor in the sector's
weakening business risk profile.

Moody's expects that fundamentals for regulated utilities will be
stable overall. However, significant investment to support long-
term climate objectives and upgrade ageing networks will require
adequate regulatory returns and higher tariffs. Networks are,
therefore, not immune to political and sovereign risks.


* EUROPE: Moody's Says Renewable Power to Hit Thermal Generators
----------------------------------------------------------------
Further expected increases in renewable energy will continue to
erode the credit quality of European thermal generation companies
in the near to medium term, says Moody's Investors Service in a
Special Comment published on Nov. 6.

The new report, entitled "European Utilities: Wind and Solar
Power Will Continue to Erode Thermal Generators' Credit Quality",
is now available on www.moodys.com. Moody's subscribers can
access this report via the link provided at the end of this press
release.

"Large increases in renewables have had a profound negative
impact on power prices and the competitiveness of thermal
generation companies in Europe," says Scott Phillips, an
Assistant Vice President - Analyst in Moody's Infrastructure
Finance Group. "What were once considered stable companies have
seen their business models severely disrupted and we expect
steadily rising levels of renewable energy output to further
affect European utilities' creditworthiness."

Moody's notes that many European countries are considering the
introduction of capacity payments to incentivize thermal
generators to remain online. Utilities argue that the
intermittent nature of renewables makes these mechanisms
essential to address security-of-supply concerns, although
politicians will be cautious about burdening the consumer with
additional costs. Capacity mechanisms would be credit positive
for Moody's rated utilities, although their timing and structure
remains uncertain.

The European Commission continues to address the potential
balancing and stability problems by promoting interconnection.
The 'Third Package' aims to remove some of the barriers but its
development is still subject to regulatory, political and
financial hurdles. The preference for a fully regulated model,
with tariffs underpinned by consumers, could prove a sticking
point given the impact on tariffs, and the impact on power prices
in lower priced regions could prove a further political barrier.
If realised, price increases in regions such as the Nord Pool
would be credit positive for Fortum Oyj (A2 stable), Dong Energy
A/S (Baa1 stable), Vattenfall AB (A2 negative) and Statkraft AS
(Baa1 stable), while price decreases for high priced regions
(such as the UK) would be credit negative.

Some European utilities are considering electricity storage as a
means to manage the impact of further increases in renewable
energy. In Italy, Terna - Rete Elettrica Nazionale S.p.A. (Baa1
negative) has earmarked EUR1.0 billion to invest in batteries and
E.ON AG (A3 stable) has commenced construction of a 2 megawatt
hydrogen electrolysis plant in Germany. While these emerging
technologies are currently small-scale and prohibitively
expensive, Moody's cautions that storage does have the potential
to further negatively affect peak power prices and would increase
the competitiveness of renewables -- a credit negative for
thermal generators.

European utilities can hope for favorable new policies such as
capacity payments but these may be difficult to achieve in the
context of affordability. Ultimately, renewable companies,
utilities and network operators may be forced into a three-way
lobbying battle to secure a share of the total revenue pot.
Utilities must therefore adapt to this new paradigm or risk being
squeezed out.


* EUROPE: Moody's Says Investment Requirements Pressure TSOs
------------------------------------------------------------
Rising investment requirements will place increased downward
pressure on the credit profiles of European transmission system
operators (TSOs), says Moody's Investors Service in a Special
Comment report published on Nov. 6. Moreover, weakening sovereign
ratings will place constraints on the ratings of TSOs, which have
relatively stronger financial profiles.

The new report is entitled "EU Transmission System Operators:
Pressured by Capex Needs and Sovereign Volatility".

"Despite the sizeable investment plans, we do not anticipate a
major downward rating migration across the portfolio of rated
TSOs, as the ratings of the majority of TSOs already incorporate
the anticipated adverse impact from high investment needs on
their financial profiles," says Richard Miratsky, a Moody's Vice
President-Senior Analyst and author of the report. "However, we
do expect the generally low business risk profile of TSOs to
increase, as mounting investments pose significant execution risk
and could test TSOs' technical capacity."

Moody's rates 12 European national TSOs (out of 38), which
together plan to invest almost EUR40 billion in their networks in
the next five years, an amount almost equal to their combined
fixed asset size at the end of 2011.

Although the well-established regulatory regimes, with a
significant track record of consistent tariff decisions (e.g.,
UK, Finland, Norway or Italy) have historically enabled their
respective TSOs (National Grid Electricity Transmission (NGET),
Fingrid, Statnett, Terna - Rete Elettrica Nazionale (Terna)) to
recover the increased investment costs in a timely way, Moody's
expects the political interference with regulatory regimes
throughout Europe to intensify, as evidenced by recent
developments in Spain and Italy.

The majority of the negative outlooks on TSO's ratings reflect
the adverse macroeconomic climate in the countries where the TSOs
are based (e.g., Portugal, Spain and Italy). The ratings of the
respective TSOs (Redes Energeticas Nacionais (REN), Red Electrica
de Espana (REE) and Terna) have been constrained by the sovereign
ratings of their respective governments.


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

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

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

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

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


                            *********

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

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *