TCREUR_Public/121115.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 15, 2012, Vol. 13, No. 228

                            Headlines



G E R M A N Y

FRANKFURTER RUNDSCHAU: Files for Insolvency


I R E L A N D

EUROCREDIT CDO V: S&P Raises Rating on Class E Notes to 'B+'


N E T H E R L A N D S

WOOD STREET V: S&P Raises Ratings on Three Note Classes to 'B+'


R U S S I A

UNICREDIT BANK: S&P Says Ratings on Bank Reflect 'bb' anchor


S P A I N

BANCO CEISS: Moody's Cuts Senior Debt & Deposit Ratings to 'B3'
CAIXA LAIETANA I: S&P Keeps 'BB' Rating on Class B Notes
PYMES SANTANDER 4: Moody's Assigns 'Ca' Rating to Serie C Notes


S P A I N

GRUPO RAYET: Files for Bankruptcy After Debt Talks Fail


S W E D E N

NORCELL 1B: S&P Assigns 'B' Long-Term Corporate Credit Rating
NORCELL SWEDEN: Moody's Assigns '(P)Caa2' Rating to PIK Notes
SAS AB: Workers Have Until Sunday to Accept Pay Cuts


T U R K E Y

TC ZIRAAT: Fitch Upgrades LT Foreign Currency IDR From 'BB+'


U N I T E D   K I N G D O M

LONMIN PLC: Rejects Xstrata's Takeover Proposal
DRAX POWER: S&P Puts 'BB+' Corp. Credit Rating on Watch Neg.


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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G E R M A N Y
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FRANKFURTER RUNDSCHAU: Files for Insolvency
-------------------------------------------
Angela Cullen and Karin Matussek at Bloomberg News report that
Frankfurter Rundschau filed for insolvency six years after
publisher M. DuMont Schauberg GmbH bought control to keep it
alive.

According to Bloomberg, Roland Gloeckner, a spokesman for
Frankfurt's local court, said that Frank Schmitt, a lawyer at
Schultze & Braun -- FSchmitt@schubra.de -- was appointed
preliminary administrator, and was scheduled to meet on Tuesday,
Nov. 13, with the 500 employees affected to discuss the
newspaper's future.

"We have sought intensively in recent months to find any
possible way to restructure the whole company or a part of it to
permit an emergence from losses in the medium term following
'millions of euros' of investments," Bloomberg quotes DuMont
Schauberg and DDVG, the Social Democrats' publishing arm, as
saying on Nov. 13 in a joint statement.  "These attempts have
unfortunately not provided any convincing results."

The Ver.di labor union said it wants the Social Democrats,
or SPD, to take a stand on the daily newspaper's future,
Bloomberg relates.

DuMont Schauberg acquired 50% plus one vote in Frankfurter
Rundschau's parent company, owned at the time by Germany's Social
Democratic Party, in 2006, Bloomberg discloses.

The newspaper was reorganized in 2011 as the controlling
shareholder sought to stem "drastic" losses, with some functions
brought to the group's Berlin operations, Bloomberg recounts.

Frankfurter Rundschau is the newspaper founded by the U.S. Army
after World War II to promote democracy in Germany.



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I R E L A N D
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EUROCREDIT CDO V: S&P Raises Rating on Class E Notes to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Eurocredit CDO V PLC's class A-3, B, C, D, and E notes. "At the
same time, we affirmed our ratings on the class A-1 and A-2
notes," S&P said.

"The rating actions follow our review of the transaction's
performance. We performed a credit and cash flow analysis and
assessed the support that each participant provides to the
transaction by applying our 2012 counterparty criteria. In our
analysis, we used data from the latest available trustee report
dated Sept. 12, 2012," S&P said.

"We have subjected the capital structure to a cash flow analysis
to determine the break-even default rates for each rated class of
notes. In our analysis, we used the reported portfolio balance
that we considered to be performing (EUR526,479,971), the current
weighted-average spread, and the weighted-average recovery rates
that we considered appropriate. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for
each liability rating category," S&P said.

"From our analysis, 13.85% of the portfolio comprises non-euro-
denominated loans, which are hedged by drawings in the same
currency from the multicurrency revolving liabilities to create a
natural hedge. Non-euro loans that are not matched with the
currency of the liabilities are hedged under cross-currency
swaps," S&P said.

"In our opinion, the downgrade remedies for these cross-currency
swaps do not fully comply with our 2012 counterparty criteria.
Consequently, we have considered in our cash flow analysis
scenarios where the currency swap counterparty does not perform
and where, as a result, the transaction is exposed to changes in
currency rates," S&P said.

"In our credit and cash flow analysis, we have taken into account
the transaction's exposure to currency exchange risk, which
indicates that the level of credit enhancement available to the
class A-1 and A-2 notes is still commensurate with our ratings on
these notes. We have therefore affirmed our 'AA+ (sf)' ratings on
the class A-1 and A-2 notes," S&P said.

"From our analysis, we have observed an increase in the weighted-
average spread to 363 basis points (bps) from 307 bps, as well as
an improvement in recoveries across all rating levels," S&P said.

"Based on our credit and cash flow analysis, we consider the
level of credit enhancement available to the class A-3, B, C, D,
and E notes to be consistent with higher ratings than we
previously assigned. We have therefore raised our ratings on
these classes of notes. The current ratings on the hedge
counterparties are sufficient to support the higher ratings on
the class A-3, B, C, D, and E notes," S&P said.

"The rating on the class E notes is constrained by the
application of the largest obligor default test, a supplemental
stress test that we introduced in our 2009 criteria update for
corporate collateralized debt obligations (CDOs). The results of
our stress
test showed that the level of credit enhancement available to the
class D notes would be limited if the largest obligor were to
default, when we assumed a recovery rate of 5%," S&P said.

Eurocredit CDO V PLC is a managed cash flow collateralized loan
obligation (CLO) transaction that securitizes loans to primarily
European speculative-grade corporate firms. The transaction
closed in September 2006 and is managed by Intermediate Capital
Managers Ltd.

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

          http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class        Rating          Rating
             To              From

Eurocredit CDO V PLC
EUR606 Million Senior Secured Deferrable Floating-Rate Notes

Ratings Raised
A-3         AA+ (sf)         AA- (sf)
B           A+ (sf)          A- (sf)
C           BBB (sf)         BB+ (sf)
D           BB+ (sf)         BB (sf)
E           B+ (sf)          CCC+ (sf)

Ratings Affirmed

A-1         AA+ (sf)
A-2         AA+ (sf)



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


WOOD STREET V: S&P Raises Ratings on Three Note Classes to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Wood Street CLO V B.V.'s class A-2, D, E-1, E-2 and the class P
combination notes. "At the same time, we have affirmed our
ratings on the class A-T, A-D, A-R, B, C-1, and C-2 notes," S&P
said.

"The rating actions follow our assessment of the transaction's
performance since our previous review on June 28, 2011," S&P
said.

"In our review, we considered recent transaction developments. We
included data from the October 2012 trustee report, along with
our data from ratings database and our cash flow analysis. We
applied our 2012 counterparty criteria and our 2009 cash flow CDO
criteria," S&P said.

                       CREDIT ANALYSIS

In terms of the portfolio's credit quality, the portfolio has not
really changed.

The weighted-average life of the assets in the portfolio has
decreased to 5.11 years from 5.80 years.

"The evolution of those parameters has led to a lower scenario
default rate (SDR) for all classes of notes compared with our
previous review, as provided by our CDO Evaluator," S&P said.

"We have also observed an increase in credit enhancement
available for all classes of notes. For example, credit
enhancement for the class A-T notes and class E-1 notes stands at
40.25% and 8.77% up from our previous review levels of 38.63% and
6.19%, respectively. This increase is due to there being more
performing assets in the portfolio," S&P said.

                         CASH FLOW ANALYSIS

"Following our credit analysis, we subjected the transaction's
capital structure to a cash flow analysis, to determine the
break-even default rate  for each rated class of notes at each
rating level," S&P said.

"In our analysis, we used the portfolio balance that we
considered to be performing (EUR468.5 million), the reported
weighted-average spread (4.16%), and the weighted-average
recovery rates as per our 2009 cash flow CDO criteria. We
incorporated various cash flow stress scenarios using our
standard default patterns in conjunction with different interest
rate and currency stress
Scenarios," S&P said.

                        COUNTERPARTY RISK

"The issuer has entered into options agreements with Barclays
Bank PLC (A+/Negative/A-1) and into asset swap agreements with
JPMorgan Chase Bank N.A (A+/Negative/A-1) for non-euro-
denominated assets, which represent 8% of the performing asset
balance (excluding cash)," S&P said.

"In our opinion, the downgrade provisions of these counterparties
do not fully comply with our 2012 counterparty criteria," S&P
said.

"Therefore, in our cash flow analysis, we have assumed that there
are either no options or swap agreements in the transaction in
rating scenarios that are above the issuer credit rating plus one
notch, and have applied our standard foreign-exchange stresses,"
S&P said.

"This has affected our ratings on the class A-T, A-D, A-R, and A-
2 notes. Indeed, based on the most conservative cash flow
analysis, the class A-T, A-D, and A-R notes are capped at 'AA+
(sf)' and the class A-2 notes are capped at 'AA (sf)'," S&P said.

"Therefore, for this reason, we have affirmed our 'AA+ (sf)'
ratings on the class A-T, A-D, and A-R notes. We have also raised
to 'AA (sf)' from 'AA- (sf)' our rating on the class A-2 notes,"
S&P said.

                        SUPPLEMENTAL STRESS TESTS

"The ratings on the class B, C-1, C-2, D, E-1, and E-2 notes are
constrained by the application of the largest obligor default
test, a supplemental stress test that we introduced in our 2009
criteria update for CDOs," S&P said.

"Indeed, S&P's cash flow analysis indicates that those classes of
notes can support higher ratings, but they are capped by the
application of the largest obligor default test at:

-- 'A+ (sf)' for the class B notes;
-- 'BBB+ (sf)' for the class C-1 and class C-2 notes;
-- 'BB+ (sf)' for the class D notes; and
-- 'B+ (sf)' for the class E-1 and E-2 notes.

"Therefore, we have affirmed our ratings on the class B, C-1, C-
2, and raised our ratings on the class D, E-1, and E-2 notes at
the rating levels at which the largest obligor test constrains
them at," S&P said.

"The class P combination notes include components of the class C-
2 and the class E-2 notes. Therefore, the same factors that
constrained the upgrades of the class C-2 and E-2 notes have
affected our ratings on these notes. We have therefore raised to
'B+ (sf)' from 'CCC+ (sf)' our rating on the class P combination
notes," S&P said.

Wood Street CLO V is a collateralized loan obligation (CLO)
transaction that securitizes loans to primarily European
speculative-grade corporate firms. The transaction closed on June
29, 2007, is managed by Alcentra Ltd., and is in its reinvestment
period until Nov. 14, 2014.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                    Rating
                To                   From

Wood Street V CLO B.V.
EUR515 Million Senior Secured and
Subordinated Floating-Rate Notes

Ratings Raised

A-2             AA (sf)              AA- (sf)
D               BB+ (sf)             B+ (sf)
E-1             B+ (sf)              CCC+ (sf)
E-2             B+ (sf)              CCC+ (sf)
P Combo         B+ (sf)              CCC+ (sf)

Ratings Affirmed

A-T             AA+ (sf)
A-D             AA+ (sf)
A-R             AA+ (sf)
B               A+ (sf)
C-1             BBB+ (sf)
C-2             BBB+ (sf)

Combo - Combination.



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R U S S I A
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UNICREDIT BANK: S&P Says Ratings on Bank Reflect 'bb' anchor
------------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term
counterparty credit rating on ZAO UniCredit Bank (UniCredit
Russia) to 'A-2' from 'A-3'. "At the same time, we affirmed the
'BBB' long-term counterparty credit ratings on the bank. The
outlook is stable," S&P said.

"The raising of the short-term rating follows a similar action on
the Russian Federation (foreign currency BBB/Stable/A-2; local
currency BBB+/Stable/A-2; Russia national scale 'ruAAA') and the
revision of our criteria on the linkage between long-term and
short-term ratings on sovereigns. According to the criteria, a
short-term rating on a sovereign is derived uniquely from the
long-term rating by applying a linkage that is consistent with
that applied to corporate entities," S&P said.

"Although we view UniCredit Russia as highly strategic to its
immediate parent, Austria-based UniCredit Bank Austria AG
(A/Negative/A-1), we cap the ratings on the bank at the level of
the sovereign because the bank's business profile is only exposed
to the Russian economy. The raising of the short-term rating
on the bank is therefore a direct consequence of the upward
revision of the short-term rating on Russia," S&P said.

"The ratings on UniCredit Russia reflect our 'bb' anchor for a
commercial bank operating solely in Russia. They also reflect our
assessment of the bank's 'strong' business position, 'adequate'
capital and earnings, 'adequate' risk position, 'average' funding
and 'adequate' liquidity, as our criteria define these terms.
These assessments balance related strengths and weaknesses of the
Russian banking system. Furthermore, we consider that the bank
has a strong competitive position and brand recognition in the
domestic market," S&P said.

"The 'BBB' long-term rating on UniCredit Russia is two notches
higher than its stand-alone credit profile (SACP), which we
assess at 'bb+'. We view UniCredit Russia as a 'highly strategic'
entity of UniCredit Bank Austria AG. This is based on the bank's
high operational integration and alignment with the UniCredit
group's global strategy. In our view, UniCredit Bank Austria AG
would provide extraordinary support in case of need to its fully
owned Russian subsidiary. We believe that the extraordinary
support from the Austrian government, which we factor into the
ratings on UniCredit Bank Austria AG, could be extended to some
extent to its subsidiaries in Central and Eastern Europe (CEE),
including UniCredit Russia," S&P said.

"The stable outlook on UniCredit Russia mirrors that on the long-
term sovereign credit rating on the Russian Federation. It also
reflects our view of the operating environment in Russia, which
we consider to be gradually stabilizing, as well as our
expectation that UniCredit Russia's improving asset quality and
good financial performance are sustainable," S&P said.

"The ratings on UniCredit Russia are at the same level as the
sovereign foreign currency ratings on Russia. Accordingly, any
negative rating action on the ratings on the sovereign would have
negative implications for the ratings on the bank. In addition,
in the event of any negative rating action on the ultimate
parent, the UniCredit group, which we currently rate one notch
above UniCredit Russia, we would reassess the potential
implications for the ratings on UniCredit Russia. We would
notably monitor the SACP of the Russian bank and whether it would
be negatively affected by contagion risks from the larger group,
and if the likelihood of support from its direct owner, UniCredit
Bank Austria, is diminishing," S&P said.



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S P A I N
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BANCO CEISS: Moody's Cuts Senior Debt & Deposit Ratings to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded Banco CEISS's senior
debt and deposit ratings to B3 from B1, on review with direction
uncertain, prompted by (1) the concurrent downgrade of Banco
CEISS's standalone bank financial strength rating to E
(equivalent to a caa3 standalone credit assessment from E+/b2);
and (2) the higher risk for senior creditors arising not only
from the bank's very weak financial condition, but also the
change in the bank's restructuring schedule.

Moody's has also downgraded Banco CEISS's senior subordinated
debt and hybrid instruments to C and C (hyb) respectively. The
downgrade of the bank's junior instruments reflects the very high
losses expected for such debt, as the government plans to impose
losses on holders of these instruments, which is a condition for
receiving support from the Spanish government.

Banco CEISS is categorized as Group 2 institutions in the
restructuring of the Spanish banking sector (under the Memorandum
of Understanding - MoU - signed by the Spanish government and the
euro area members on July 20, 2012), which indicates that it
depends on public support to remain adequately capitalized. The
other banks in Group 2 are Liberbank (Ba3 senior debt and deposit
ratings; BFSR E/BCA caa1, all ratings on review for downgrade),
Banco Mare Nostrum (not rated) and Caja3 (not rated).

Ratings Rationale

-- Standalone Credit Strength and Long-Term Ratings

The downgrade of Banco CEISS's debt and deposit rating reflects
(1) the further deterioration of its standalone credit profile;
and (2) the risk for senior creditors now that uncertainties
about the effective completion of the merger with Unicaja Banco
(Unicaja, Ba1 senior debt and deposit ratings; BFSR D/BCA ba2,
all ratings on review for downgrade) have materially increased,
since it has been delayed until Banco CEISS accomplishes a
restructuring plan.

The four-notch downgrade of Banco CEISS's standalone credit
assessment to E/caa3 from E+/b2 follows the announcement made by
Bank of Spain on October 31, 2012 that the bank will require
government assistance to recapitalize as part of its individual
restructuring plan. This plan was presented on a standalone
basis, outside of the scope of the group formed with Unicaja.
Previously, Banco CEISS was expected to benefit from the merger
with (and support thus received from) Unicaja, which would have
prevented the need of receiving public support.

The merger of these two banks was approved in September 2011, but
it has been repeatedly delayed as a result of Banco CEISS's very
weak credit profile. Although the merger has not been formally
cancelled by either bank, it is likely to be further postponed
until Banco CEISS has accomplished its restructuring plan.

In the evaluation performed by Oliver Wyman, Banco CEISS
presented a capital shortfall of EUR2 billion (representing 8.7%
of RWAs), which will force it to resort to public-sector support
to recapitalize as the bank does not have sufficient capacity to
raise capital through private means. Consistent with Moody's
definitions, the lower standalone credit assessments reflect the
rating agency's view that Banco CEISS has speculative intrinsic,
or standalone, financial strength and is subject to very high
credit risk absent any possibility of extraordinary support from
the government. This view also incorporates the bank's weak
profitability and insufficient internal capital generation
capacity and the high reliance on ECB funding.

-- Subordinated Debt and Hybrid Ratings

Moody's downgrade of the subordinated debt and hybrid instruments
of Banco CEISS reflects the fact that losses are likely to be
imposed on subordinated and hybrid creditors of this bank. The
regulatory framework (RD 24/2012 and the MoU signed on 20 July
2012) contemplates that such "burden-sharing" will be applied to
banks that are deemed to require public-sector assistance.

The rating actions taken on Nov. 13 on the junior instruments of
Banco CEISS are consistent with the actions taken on 5 October
2012 on Group 1 banks. The downgrade follows the recent
publication of the banks that were to be categorized in Group 2,
announced by Bank of Spain on October 31, 2012. In its
announcement, the Bank of Spain made public the assessment of the
recapitalization plans that the banks had submitted with capital
needs resulting from the independent stress test exercise made on
28 September 2012. As a consequence of the analysis of these
plans, Bank of Spain published that Banco Mare Nostrum, Caja 3,
Liberbank and Banco CEISS will need to resort to public support
within the framework of their capitalization processes, thus
falling into the Group 2 category.

Ratings at C are applied to debt instruments that are typically
in default, with little prospect for recovery of principal or
interest. The C rating also reflects an estimated recovery rate
of less than 35%, which is commensurate with the large discount
at which most of these instruments are currently trading in the
secondary market.

Outlook and Review Status

Moody's has placed on review with direction uncertain Banco
CEISS's E/caa3, reflecting the uncertainties involved with the
merger of Unicaja and Banco CEISS. The rating of the combined
entity might be higher than its current ratings or lower,
depending on (1) the completion or termination of the merger
process with Unicaja Banco; and (2) the impact of the
restructuring plan that it has to undertake to cover its sizable
capital deficit.

What Could Move The Ratings Up/Down

Downwards pressure on the bank's ratings might develop if (1)
operating conditions worsen beyond Moody's current expectations,
i.e., a broader economic recession beyond Moody's current GDP
decline forecasts of -1.7% for 2012 and -1% for 2013; especially
given that this is likely to result in asset-quality
deterioration exceeding Moody's current expectations; and/or (2)
if pressures on market-funding intensify or central bank funding
becomes more restrictive.

Upwards pressure on the ratings might develop upon the successful
implementation of the government's plan to stabilize the banking
system, to the extent that the bank's resilience to the
challenging prevailing conditions improves. Likewise, any
improvement in the standalone strength of the bank arising from
stronger earnings, improved funding conditions or the work-out of
asset-quality challenges could result in rating upgrades.

Principal Methodology

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


CAIXA LAIETANA I: S&P Keeps 'BB' Rating on Class B Notes
--------------------------------------------------------
Standard & Poor's Rating Services lowered to 'A- (sf)' from 'AA-
(sf)' and placed on CreditWatch negative its credit rating on AyT
Colaterales Global Hipotecario FTA Caixa Laietana I's class A
notes. The class B notes are unaffected by the rating actions.

"The rating actions are due to the counterparty risk analysis in
the transaction and are not linked to a review of the credit
quality of the transaction's collateral or structural features.
The downgrade reflects the application of our 2012 counterparty
criteria," S&P said.

"In accordance with the current transaction documents relating to
the bank account provider, Banco Santander S.A. (BBB/Negative/A-
2), and under our 2012 counterparty criteria, the maximum
potential rating that the class A notes in this transaction can
achieve is 'A- (sf)', triggering a downgrade of the class A
notes," S&P said.

"Confederacion Espanola de Cajas de Ahorros (CECA; BBB-/Watch
Neg/A-3) still acts as swap provider and was downgraded on March
29, 2012. The transaction documents provide for a range of remedy
actions to be taken if we lower our ratings on counterparties
below the documented triggers, as happened when we downgraded
CECA. These remedies will include the replacement of the swap
counterparty, the posting of collateral, or provision of
additional guarantees. The transaction documents also give a time
frame within which remedy actions should take place; typically it
ranges from 10 to 60 days," S&P said.

"To date, no remedies have been taken, therefore we have placed
our rating on the class A notes on CreditWatch negative and will
assess whether the rating can be maintained without giving
benefit to the swap agreement. The CreditWatch placement also
reflects the fact that under the bank account documents, the
issuer will bear the cost of replacement if Banco Santander is
replaced, which is not in line with our 2012 counterparty
criteria," S&P said.

"We will resolve the CreditWatch negative placement once we have
analyzed the transaction without giving benefit to the swap, and
will measure the impact that this, and the fact that the issuer
bears the replacement cost, have on the ratings," S&P said.

The collateral comprises residential mortgages granted to
individuals in Spain. Most of the loans were made to enable the
borrowers to purchase their first residence.

            STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                Rating
            To                  From


AyT Colaterales Global Hipotecario FTA Caixa Laietana I
EUR170 Million Mortgage-Backed Floating-Rate Notes Series
AyT CGH Caixa Laietana I, FTA

Rating Lowered and Placed on CreditWatch Negative

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

Rating Unaffected

B           BB (sf)


PYMES SANTANDER 4: Moody's Assigns 'Ca' Rating to Serie C Notes
---------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debt to be issued by FTA PYMES SANTANDER 4 (the
Fondo):

  -- EUR2252.5M Serie A notes, Assigned A3 (sf)

  -- EUR397.5M Serie B notes, Assigned Baa2 (sf)

  -- EUR530.0M Serie C notes, Assigned Ca (sf)

FTA PYMES SANTANDER 4 is a securitization of standard loans and
credit lines granted by Banco Santander (Baa2/P-2; Negative
Outlook) to small and medium-sized enterprises (SMEs) and self-
employed individuals.

At closing, the Fondo -- a newly formed limited-liability entity
incorporated under the laws of Spain -- will issue three series
of rated notes. Santander will act as servicer of the loans and
credit lines for the Fondo, while Santander de Titulizacion
S.G.F.T., S.A. will be the management company (Gestora) of the
Fondo.

Ratings Rationale

As of October 2012, the provisional asset pool of underlying
assets was composed of a portfolio of almost 32,000 contracts
granted to SMEs and self-employed individuals located in Spain.
In terms of outstanding amounts, around 67.1% corresponds to
standard loans and 32.9% to credit lines. The assets were
originated mainly between 2009 and 2012, with a weighted average
seasoning of 0.62 years and a weighted average remaining term of
3.33 years. Around 7.5% of the portfolio is secured by first-lien
mortgage guarantees. Geographically, the pool is concentrated
mostly in Madrid (19.7%), Catalonia (20.7%) and Andalusia
(13.6%). At closing, there will be no loans more than 30 days in
arrears.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) a relatively short weighted average
life of 2.0 years; (ii) a granular pool (effective number of
obligors over 2,000); and (iii) a geographically well-diversified
portfolio. However, the transaction has several challenging
features: (i) a strong linkage to Santander related to its
originator, servicer, accounts holder and liquidity line provider
roles; (ii) a relatively high exposure to the construction and
building industry sector (20% according to Moody's industry
classification); (iii) no swap in place; and (iv) a complex
mechanism that allows the Fondo to compensate (daily) the
increase on the disposed amount of certain credit lines with the
decrease of the disposed amount from other lines, and/or the
amortization of the standard loans. These characteristics were
reflected in Moody's analysis and ratings, where several
simulations tested the available credit enhancement and 20%
reserve fund to cover potential shortfalls in interest or
principal envisioned in the transaction structure.

The ratings are primarily based on the credit quality of the
portfolio, its diversity, the structural features of the
transaction and its legal integrity.

In its quantitative assessment, Moody's assumed a mean default
rate of 9.88%, with a coefficient of variation of 53.7% and a
recovery rate of 35.0%. Moody's also tested other set of
assumptions under its Parameter Sensitivities analysis. For
instance, if the assumed default probability of 9.88% used in
determining the initial rating was changed to 12.88% and the
recovery rate of 35% was changed to 25%, the model-indicated
rating for Serie A, Serie B and Serie C of A3(sf), Baa2(sf) and
Ca(sf) would be Baa1(sf), Ba2(sf) and Ca(sf) respectively. For
more details, please refer to the full Parameter Sensitivity
analysis included in the New Issue Report of this transaction.

The global V Score for this transaction is Medium/High, which is
in line with the score assigned for the Spanish SME sector and
representative of the volatility and uncertainty in the Spanish
SME sector. V-Scores are a relative assessment of the quality of
available credit information and of the degree of dependence on
various assumptions used in determining the rating. The main
source of uncertainty in the analysis relate to the Transaction
Complexity. This element has been assigned a Medium/High V-Score,
as opposed to Medium assignment for the sector V-Score. For more
information, the V-Score has been assigned accordingly to the
report " V Scores and Parameter Sensitivities in the EMEA Small-
to-Medium Enterprise ABS Sector " published in June 2009.

The methodologies used in this rating were "Moody's Approach to
Rating CDOs of SMEs in Europe" published in February 2007,
"Refining the ABS SME Approach: Moody's Probability of Default
assumptions in the rating analysis of granular Small and Mid-
sized Enterprise portfolios in EMEA", published in March 2009 and
"Moody's Approach to Rating Granular SME Transactions in Europe,
Middle East and Africa", published in June 2007.

In rating this transaction, Moody's used ABSROM to model the cash
flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the Inverse Normal distribution
assumed for the portfolio default rate. On the recovery side
Moody's assumes a stochastic (normal) recovery distribution which
is correlated to the default distribution. In each default
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders. Therefore,
the expected loss or EL for each tranche is the sum product of
(i) the probability of occurrence of each default scenario; and
(ii) the loss derived from the cash flow model in each default
scenario for each tranche.

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

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.



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


GRUPO RAYET: Files for Bankruptcy After Debt Talks Fail
-------------------------------------------------------
Tomas Cobo at Reuters reports that Grupo Rayet, a leading
shareholder in listed Spanish property group Quabit, said on
Tuesday it had filed for bankruptcy after failing to renegotiate
its debt.

According to Grupo Rayet, which owns 42% of Quabit, said it
sought bankruptcy protection after one non-financial creditor
held out in talks on restructuring.

Rayet said that the failure will not affect the business
activities of the company or those in which it holds stakes,
Reuters notes.

Rayet has EUR593 million (US$754 million) of liabilities,
EUR302 million of which is financial debt, Reuters says, citing
data from Quabit provided last week when news of a potential
bankruptcy was announced.

Separately, Quabit, which came to symbolize Spain's real estate
boom and bust, announced a nine-month loss of EUR29 million,
Reuters relates.

Grupo Rayet S.A. offers real estate development and management
services. The company is based in Madrid, Spain.



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


NORCELL 1B: S&P Assigns 'B' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to NorCell 1B AB (publ) and affirmed its
'B' long-term corporate credit rating on NorCell Sweden Holding 2
AB(publ) (Com Hem). "We also affirmed our issue 'B' and 'CCC+'
ratings on the Com Hem Group's senior secured and unsecured
debt," S&P said.

"At the same time, we assigned our 'CCC+' issue rating to the
proposed EUR250 million payment-in-kind (PIK) notes to be issued
by the Com Hem group's holding company NorCell 1B AB (publ). The
recovery rating on the proposed notes is '6', indicating our
expectation of negligible (0%-10%) recovery in the event of a
payment default," S&P said.

The proceeds of the proposed notes will be used to fully repay
the existing PIK notes issued by NorCell 1B AB (publ) and the
related fees and expenses, and to repay existing shareholder
loans.

The ratings on NorCell 1B AB (publ) reflect S&P's assessment of
the group's "highly leveraged" financial risk profile and
"satisfactory" business risk profile.

S&P's assessment of the company's "highly leveraged" financial
risk profile reflects a heavy debt burden.

"Our assessment of Com Hem's business risk profile is supported
by the group's established position and solid positions in
digital TV, fixed broadband, and telephony markets. The company
also has good growth opportunities. Additional supports include
the healthy Swedish economy and Com Hem's superior network," S&P
said.

The rating also benefits from the group's long-dated capital
structure, with limited debt amortization until 2018, and
adequate liquidity.

"The stable outlook reflects our belief that Com Hem will
continue to generate modest revenue growth, sustain its market
positions, and slightly reduce its adjusted leverage over the
next two years, while generating positive and increasing free
operating cash flow," S&P said.

"We could take negative rating actions if Com Hem's leverage
increased or if liquidity became tighter. This could be the case
if revenues did not grow as we expect, resulting in FOCF being
too tight to cover scheduled debt amortizations. We could also
lower the ratings if adjusted debt to EBITDA materially exceeded
8x on a sustained basis or if FFO to adjusted debt fell to less
than 5%," S&P said.

"Near-term ratings upside is unlikely, in our view, because we do
not expect adjusted gross debt to EBITDA to fall to less than 6x
in the near future," S&P said.


NORCELL SWEDEN: Moody's Assigns '(P)Caa2' Rating to PIK Notes
-------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Caa2 rating
to the EUR250 million of PIK Notes (due 2019) to be issued by
Norcell 1B AB (publ) ('Norcell 1B' or the 'Issuer'), the holding
company of Norcell Sweden Holding 2 AB (publ) ('Norcell', or the
'group'). Norcell is the holding company of Nordic Cable
Acquisition Company Sub-Holding AB ('Com Hem' or 'the company').

At the same time, Moody's has affirmed the B2 Corporate Family
(CFR) and Probability of Default (PDR) ratings at Norcell. The
agency has also affirmed the -- (i) B1 rating on the SEK3.5
billion senior secured bonds (due 2018) at Norcell Sweden Holding
3 AB (publ) and the senior secured bank debt (due 2017/18) at
Norcell Sweden Holding 3 AB (publ) and Com Hem AB; and the (ii)
Caa1 rating on the EUR287 million Senior Unsecured Notes (due
2019) at Norcell.

The (P)Caa2 rating for the PIK Notes reflects the fact that the
Notes will be structurally as well as effectively subordinated to
any existing and future indebtedness of the subsidiaries of the
Issuer [including the EUR287 million Senior Unsecured Notes (due
2019) at Norcell] and will also not be guaranteed by any of the
Issuer's subsidiaries.

Ratings Rationale

The Issuer intends to use the gross proceeds from PIK Notes to
(i) repay the outstanding PIK Loan (including capitalized
interest) of SEK1.58 billion; (ii) redeem up to SEK498 million in
aggregate of PECs of NorCell S.a.r.l owned by BC Partners Limited
and (iii) pay the net fees and expenses incurred in connection
with this offering.

The interest on the PIK notes is optionally payable in cash at
the election of the Issuer. However, given the Issuer is a
holding company with no independent business operations, it will
have to rely on the cash up-streaming from its subsidiaries to
service the PIK with cash. The indentures for the EUR287 million
Senior Unsecured Notes at Norcell and the SEK 3.49 billion of
senior secured notes at Norcell's subsidiary, Norcell Sweden
Holding 3 AB (publ) provide that Norcell would be able to make
restricted payments outside of the restricted group of up to 50%
of its Consolidated Net Income (as defined in the indenture) if
it is able to incur SEK1.0 of indebtedness on a pro forma basis
pursuant to the debt incurrence test (of 5.25x consolidated
leverage ratio). If the pro-forma consolidated leverage ratio is
below 3.5x and there is no event of default outstanding, the 50%
consolidated net income limitation will fall away.

The up-streaming of funds outside the restricted group is subject
to the inter-creditor agreement and is also constrained by the
permitted payments test of 4.0x net leverage (as defined in the
Senior Facilities Agreement at Norcell Sweden Holding 3 AB
(publ)).

As of September 30, 2012, the reported pro-forma net cash pay
leverage at Norcell stood at approximately 4.5x based on last two
quarters of annualized EBITDA. Norcell has managed to de-lever to
approximately 5.4x Gross Debt/ EBITDA (as adjusted by Moody's --
excluding the PIK loan held by its shareholder BC Partners
Limited of SEK 1.58 billion) for the last twelve months ending 30
September 2012. However, including the proposed PIK notes, the
group's leverage would be 6.3x Gross Debt/ EBITDA (as adjusted by
Moody's).

Moody's analysis takes into consideration (i) the operational
pressures negatively affecting Com Hem's top line growth due to
increased competition and the mature nature of the Swedish market
for its products; (ii) the improvement in Norcell's leverage
(excluding the PIK loan held by its shareholder BC Partners
Limited of SEK 1.58 billion) for the last twelve months ending 30
September 2012, not only coming from EBITDA growth but also from
the favourable foreign exchange translation impact associated
with the EUR denominated debt in the capital structure; and (iii)
the uncertainties that arise from the PIK debt being outside of
the restricted group.

The B2 CFR for Norcell reflects the (i) modest scale of Com Hem's
revenues relative to rated peers in Europe; (ii) competition that
Com Hem faces from local area network (LAN) and digital
subscriber line (DSL) providers which offer their services
alongside Com Hem's existing hybrid fibre coaxial (HFC) cable
network through fibre LANs or their existing telephony
infrastructure; (iii) significant leverage of the company; and
(iv) expectation that de-leveraging in the near term will remain
largely a function of EBITDA growth, given only a limited amount
of amortizing debt within the capital structure.

The CFR also takes into account (i) the company's good market
positions in the Swedish triple play, digital TV ('DTV'), and
broadband markets; (ii) its focus on Multi Dwelling Units
('MDUs') supported by its good relationships with a large and
diversified landlord base; (iii) the competitive advantages of
its technologically advanced network (90% of homes connected
upgraded to EURODOCSIS 3.0 cable modem standard); and (v) its
solid EBITDA margins.

The stable outlook is based on Moody's expectation that going
forward, Com Hem will be able to improve and restore its top-line
growth helped by (i) further differentiating its DTV offering via
launch of next generation TV services powered by TiVo (scheduled
for launch in Q22013); and (ii) the launch of VoIP over WiFi in
Q42012.

What Will Change The Rating Up/Down

Upward pressure could be exerted on the ratings once (i) Com Hem
is able to improve its top-line growth by combating the current
pressure on its subscriber volumes and consistently grow its
blended ARPU; (ii) maintain the leverage at Norcell at well below
6.0x Gross Debt/ EBITDA (as adjusted by Moody's -- including the
PIK notes) on a sustained basis; and (iii) continues to generate
positive free cash flow generation.

On the contrary, downward pressure could be exerted on the
ratings as a result of an increase in Norcell's leverage towards
7.0x Gross Debt to EBITDA (as adjusted by Moody's -- including
the PIK notes), material deterioration in the operating
performance, and/or negative free cash flow on a sustained basis.

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

The principal methodologies used in this rating were Global Cable
Television Industry, published in July 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA, published in June 2009.

Norcell is a holding company of Com Hem, which is the largest
cable operator in Sweden with revenues of SEK4.52 billion in 2011
on a pro-forma basis.


SAS AB: Workers Have Until Sunday to Accept Pay Cuts
----------------------------------------------------
Richard Milne and Andrew Parker at The Financial Times report
that SAS AB has warned staff they have until Sunday to accept
deep cuts to pay and pensions or else it could go bust.

SAS Chief Executive Rickard Gustafson told the FT, "[T]his is not
just me playing hard ball: this is the brutal reality we are
facing.  But we have got a chance."

The capital from two rights issues in 2009 and 2010 has been
spent and the main shareholders have said there will be no more,
the FT discloses.

SAS's four leading shareholders -- the governments of Sweden,
Norway and Denmark that together own half of the airline, and the
Wallenberg family -- have agreed to provide a new SEK3.5 billion
(US$515 million) credit facility, but only if a new labor
agreement is reached by the weekend, the FT notes.

Mr. Gustafson, the FT says, has to negotiate with eight different
unions in three countries just to get the pilots and cabin crew
on board.

According to the FT, Andrew Lobbenberg, analyst at HSBC, says
SAS's focus on short-haul flights for business travellers moving
between Scandinavia and Europe left it vulnerable to the
aggressive expansion of low-cost carriers.

Mr. Lobbenberg expresses doubts SAS can secure a strategic
investor, saying the most plausible candidate -- Lufthansa -- is
pursuing a cautious dealmaking strategy, the FT relates.

The reason for the deadline of Sunday is clear: any longer and
few people would want to buy an SAS ticket, the FT states.

SAS AB -- http://www.sasgroup.net/-- is a Sweden-based company,
engaged in the air transport services.  It is a parent company
within SAS Group, which operates within two business areas.  The
Core SAS segment encompasses airline services in the Nordic
countries, as well as intercontinental flights through SAS
Scandinavian Airlines, as well regional airlines in Norway
through Wideroe and in Finland through Blue1.  The SAS Individual
Holdings segment comprises operations of Estonian Air, bmi, All
Cargo, Skyways, Air Greenland, Spirit and Trust.  SAS AB's fleet
encompasses ten planes.  In addition, the Company offers ground
handling services and technical maintenance for the aircraft, as
well as air freight solutions and cargo capacity on passenger
aircraft, purely cargo aircraft and cargo handling.  The Group is
also involved in the trainings within the technical aviation
field.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Jan. 2,
2012, Moody's Investors Services maintained the Probability of
Default ratings and Long Term Corporate Family (foreign
currency) ratings of Caa1 on SAS AB at 'Caa1'.



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


TC ZIRAAT: Fitch Upgrades LT Foreign Currency IDR From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded nine Turkish banks' Issuer Default
Ratings (IDRs).  The banks include four state-owned banks and
five banks owned by more highly rated foreign parents.

Fitch will separately review the Long-term IDRs of Turkey's three
largest privately-owned banks.

The rating actions follow the upgrade of the Republic of Turkey's
Long-term foreign currency and local currency IDRs.

RATING ACTION RATIONALE: IDRS, SUPPORT RATINGS, SENIOR DEBT

The upgrades of the four state-owned banks - T. C. Ziraat Bankasi
A.S. (Ziraat), Turkiye Halk Bankasi A.S. (Halkbank), Turkiye
Vakiflar Bankasi T.A.O. (Vakifbank) and Turkiye Kalkinma Bankasi
A.S. (TKB) - reflect the improved ability of the Turkish
sovereign to provide support to these banks in case of need.

The upgrades of the foreign currency IDRs of the five foreign-
owned banks - Yapi ve Kredi Bankasi A.S. (YKB), Turk Ekonomi
Bankasi A.S (TEB), ING Bank A.S. (INGBT), Kuveyt Turk Katilim
Bankasi A.S. (Kuveyt Turk) and Turkiye Finans Katilim Bankasi
A.S. (Turkiye Finans) - reflect the reduction in Turkish transfer
and convertibility risks, as reflected in the upgrade of the
Country Ceiling to 'BBB' from 'BBB-', and therefore the greater
probability that these banks will be able to utilise parent
support to service their debt.  The upgrades of the local
currency IDRs also reflect a reduction in Turkish country risks.

The major shareholders of these banks are, respectively,
UniCredit S.p.A. ('A-'/Negative), BNP Paribas (BNPP)
('A+'/Stable), ING Bank NV ('A+' Stable); Kuwait Finance House
('A+'/Stable); and National Commercial Bank ( 'A+'/Stable).

Fitch believes the Turkish subsidiaries are in each case
strategically important to their parent banks, and the agency
therefore factors into their ratings a high probability of parent
support.  The IDRs of TEB, INGBT, Kuveyt Turk and Turkiye Finans
continue to be constrained by country risks.

The IDRs of YKB are not constrained given the level of
Unicredit's Long-term IDR and the ownership structure of the
bank.  Ultimate management control is equally split between
UniCredit and Koc Holding through a 50-50 joint venture.
Although both strategic shareholders have proven supportive of
YKB, Fitch bases the bank's support-driven ratings on those of
UniCredit.

RATING ACTION RATIONALE AND SENSITIVITIES: SUB DEBT

The affirmation of Vakifbank's subordinated debt rating at 'BB'
reflects the fact that this is notched once off the bank's 'bb+'
Viability Rating (VR), which is unaffected by today's rating
actions.  This reflects Fitch's usual approach to rating
subordinated debt, and also its view that government support for
state-owned banks in Turkey will not necessarily in all
circumstances be extended to subordinated creditors.  Any change
in Vakifbank's VR would be likely to lead to a change in the
subordinated debt rating.  Fitch has affirmed and simultaneously
withdrawn TEB's subordinated debt rating at 'BBB-', as this
rating is no longer considered by Fitch to be relevant to the
agency's coverage.

RATING DRIVERS AND SENSITIVITIES - IDRS, SUPPORT RATINGS AND
SENIOR DEBT

The IDRs of Ziraat, Halkbank, Vakifbank and TKB are sensitive to
changes in the IDRs of the Turkish sovereign.  The Outlook on
these is Stable and Fitch does not expect any changes in the
foreseeable future.

The IDRs of TEB, INGBT, Kuveyt Turk and Turkiye Finans are
constrained by Turkey's Country Ceiling and broader Turkish
country risks and are sensitive to any change in the Ceiling or
Fitch's view of these risks.  The Stable Outlook on the Long-term
IDRs of these banks mirrors that on the sovereign.

The banks could also be downgraded in case of a multi-notch
downgrade of one of the parent banks, or a marked reduction in
the strategic importance of any of the subsidiaries for their
parents, but neither of these is currently anticipated by Fitch.

The Outlook on YKB's Long-term IDRs is Negative, reflecting that
on Unicredit's rating. YKB's Long-term IDRs could be downgraded
in case of a lowering of UniCredit's Long-term IDR.  However, the
Long-term IDRs could stabilize at their current level in case of
an upgrade of YKB's VR.

REVIEW OF BANKS' VIABILITY RATINGS

The current review has only covered the support-driven ratings of
these banks.  Fitch also intends to review in the next few weeks
those Turkish bank VRs which are closely tied to/constrained by
the level of sovereign and macroeconomic risks in the country.

In particular, Fitch will review the VRs and Long-term IDRs of
the three largest privately owned banks in Turkey, namely Turkiye
Is Bankasi A.S., Turkiye Garanti Bankasi A.S. and Akbank T.A.S.,
each currently rated 'BBB-'/Stable.  As part of this review,
Fitch will also review the VR of YKB.

Fitch will also review the VRs of Ziraat, Halkbank and Vakifbank,
each of which is currently rated 'bb+'.  As indicated above, any
change in Vakifbank's VR will likely result in change in
subordinated debt rating (currently 'BB').

The rating actions are as follows:

T. C. Ziraat Bankasi A.S., Turkiye Halk Bankasi A.S., Turkiye
Vakiflar Bankasi T.A.O., Turkiye Kalkinma Bankasi A.S.:

  -- Long-term foreign currency IDR: upgraded to 'BBB-' from
     'BB+'; Stable Outlook
  -- Long-term local currency IDR: upgraded to 'BBB' from 'BB+';
     Stable Outlook
  -- Short-term foreign and local currency IDR: upgraded to 'F3'
     from 'B'
  -- Support Rating: upgraded to '2' from '3'
  -- Support Rating Floor: revised to 'BBB-' from 'BB+'
  -- National Long-term Rating: upgraded to AAA(tur) from 'AA+
     (tur)'; Stable Outlook
  -- Senior unsecured debt issues (Halkbank, Vakifbank): Upgraded
     to 'BBB-' from 'BB+'
  -- Viability Ratings (Ziraat, Halk and Vakif): unaffected at
     'bb+'
  -- Subordinated debt issues (Vakifbank): affirmed at 'BB'

Turk Ekonomi Bankasi A.S, ING Bank A.S., Kuveyt Turk Katilim
Bankasi A.S., and Turkiye Finans Katilim Bankasi A.S.

  -- Long-term foreign currency IDR: upgraded to 'BBB' from
     'BBB-'; Stable Outlook
  -- Long-term local currency IDR: upgraded to 'BBB+' from 'BBB';
     Stable Outlook
  -- Short-term foreign currency IDR: affirmed at 'F3'
  -- Short-term local currency IDR: upgraded to 'F2' from 'F3'
  -- Support Rating: affirmed at '2'
  -- National Long-term Rating: affirmed at 'AAA(tur)'; Stable
     Outlook
  -- Senior unsecured debt issues (Kuveyt Turk): Upgraded to
     'BBB' from 'BBB-'
  -- Subordinated debt issues (TEB): Long-term rating affirmed at
     'BBB-'; withdrawn
  -- Viability Rating (Turkiye Finans, Kuveyt Turk): unaffected
     at 'bb-'
  -- Viability Rating (TEB): unaffected at 'bb+'
  -- Viability Rating (INGBT): unaffected at 'bb'

Yapi ve Kredi Bankasi A.S.

  -- Long-term foreign currency IDR: upgraded to 'BBB' from
     'BBB-'; Negative Outlook
  -- Long-term local currency IDR: affirmed at 'BBB'; Negative
     Outlook
  -- Short-term foreign and local currency IDR: affirmed at 'F3'
  -- Support Rating: affirmed at '2'
  -- National Long-term Rating: affirmed at 'AAA(tur)'; Outlook
     revised to Negative from Stable
  -- Senior unsecured debt issues: Upgraded to 'BBB' from 'BBB-'
  -- Viability Rating of 'bbb-' is unaffected



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


LONMIN PLC: Rejects Xstrata's Takeover Proposal
-----------------------------------------------
Andrew England and Helen Thomas at The Financial Times report
that Lonmin has rejected a proposal from Xstrata, its largest
shareholder, to merge the companies' platinum and alloys assets
in the country.

Xstrata last month suggested combining its South African
platinum, chrome and vanadium businesses with Lonmin, in return
for the platinum miner's stock, and offered to underwrite a
US$1 billion rights issue for the enlarged group, the FT
recounts.

After Lonmin's board rejected the plan, which would have seen
Xstrata's stake rise from 25% to more than 70%, Xstrata said that
it would support the miner's rights issue provided it be allowed
to bolster

Lonmin's management, including appointing a new chief executive,
the FT relates.  Lonmin's board also rejected that plan, the FT
notes.

Lonmin has been under financial pressure and last month said that
it planned to raise US$800 million in a rights issue to reduce
its debts and help it ramp up production after a six-week strike
halted its South African operations in August, the FT recounts.

Lonmin said on Friday that tying Xstrata's proposal --
technically a reverse takeover of Lonmin -- to the rights issue
risked delaying raising the money needed to put the company back
on a stable footing, the FT relates.  According to the FT, Lonmin
added that it could not cede control of the business without an
appropriate premium.

The group, however, said it was launching an US$817 million
rights issue that will be fully underwritten by banks at 140p
per new share, the FT notes.

Xstrata, as cited by the FT, said that its proposals were "not
about attempting to gain control of Lonmin."

"Lonmin has suffered longstanding operational problems and we are
concerned that the business does not have the management
capabilities to ensure a sustainable future, even if short-term
funding issues are resolved," the FT quotes Xstrata as saying.

According to the FT, people familiar with the matter said that
Xstrata's concerns involved Lonmin's broader strategic direction
and planning, not just the chief executive's absence.

Xstrata was unlikely to support Lonmin's rights issue without
assurances that its worries would be addressed, they added, and
could vote against proceeding with the fundraising at a
shareholder meeting later this month, the FT discloses.

Lonmin on Friday posted a loss before tax of US$698 million in
the financial year to September, the FT relates.

As reported by the Troubled Company Reporter-Europe on Oct.31,
2012, The Telegraph disclosed that Lonmin planned to raise US$800
million in a rights issue to reduce the company's debt and avoid
a possible covenant breach.

Lonmin Plc is a United Kingdom-based company.  The principal
activities of the Company during the fiscal year ended
September 30, 2011 (fiscal 2011), were mining, refining and
marketing of Platinum Group Metals (PGM).  The Company has three
operating segments: PGM Operations, Evaluation and Exploration.
It runs a vertically integrated operational structure from mine
to market.  Its Mining operations extract ore, which its process
division converts into refined PGMs, for delivery to its
customers.


DRAX POWER: S&P Puts 'BB+' Corp. Credit Rating on Watch Neg.
------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB+' long-term
corporate credit rating on U.K.-based power generator Drax Power
Ltd. on CreditWatch negative.

"At the same time, we placed on CreditWatch negative our 'BBB-'
issue rating on Drax's senior secured credit facility. The
recovery rating on this debt is unchanged at '2', indicating our
expectation of substantial (70%-90%) recovery in the event of a
payment default," S&P said.

"The CreditWatch placement follows Drax's announcement, on Oct.
25, 2012, that it will fund part of the GBP650 million-GBP700
million capital investment -- the majority of which is required
over 2012-2014 -- to convert three of its six generation units to
biomass with GBP190 million of equity and about GBP200 million
of term debt," S&P said.

"In our view, Drax's Standard & Poor's-adjusted credit metrics
will weaken as a result of the debt issuance. In addition, we
believe that the increase in financial risk as a result of the
debt issuance may not be offset by a commensurate reduction in
business risk in the near term. This is because we consider that
biomass conversion on the scale that Drax plans entails
significant execution risk," S&P said.

The ratings on Drax continue to reflect S&P's assessment of the
company's 'weak' business risk profile and 'intermediate'
financial risk profile. The 'weak' business risk profile
reflects:

-- Drax's inherently risky merchant business model and resulting
    exposure to wholesale electricity prices;

-- Its single asset base and primary focus on coal, which is
    subject to increasing regulatory and environmental
    constraints;

-- Its exposure to coal and carbon costs, and therefore the dark
    green spread (the difference between the power price and the
    prices of coal and carbon); and

-- Execution risk associated with the company's biomass
    expansion strategy.

These weaknesses are partly offset by:

-- Drax's important position in the U.K. power markets,
    accounting for about 7% of generation capacity;

-- Its well-maintained, efficient, and flexible power turbines;

-- Its good operational track record; and

-- Its increasing proportion of biomass-fired generation
    capacity, which will benefit from regulatory support.

"We view the U.K. government's recent confirmation of regulatory
support for biomass conversion as a positive development that
allows coal-based generators like Drax to diversify away from
coal and increase the proportion of earnings from relatively
profitable and stable renewables-based generation. We believe
that, in the longer term, a decreasing dependence on coal might
help strengthen Drax's business risk profile. In the near term,
however, we consider that there are a range of execution risks
associated with biomass conversion, including construction,
operational, logistical, and biomass procurement risks," S&P
said.

"We aim to resolve the CreditWatch placement within 90 days.
During this period, we will monitor the execution of Drax's
funding strategy, including the additional debt issuance that we
anticipate Drax will complete by the end of this year," S&P said.

"We are likely to lower by one notch the long-term corporate
credit rating on Drax, and the issue rating on its senior secured
debt, if the company raises about GBP200 million of new term
debt," S&P said.



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


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

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact: 1-703-739-0800; http://www.abiworld.org/

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

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

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

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

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

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *