TCREUR_Public/121122.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 22, 2012, Vol. 13, No. 233

                            Headlines



C Y P R U S

BANK OF CYPRUS: Moody's Reviews 'B2' Ratings on Covered Bonds


F R A N C E

ALCATEL-LUCENT: Moody's Reviews 'B2' Ratings for Downgrade
CMA CGM: Enters Into Debt Restructuring Deal with Banks
RESEAU FERRE: Moody's Cuts BCA to 'Ba1'; Outlook Remains Negative


G E R M A N Y

DEUTSCHE ANNINGTON: 90% of Bondholders Back Loan Restructuring
FRESENIUS MEDICAL: Moody's Maintains 'Ba1' CFR; Outlook Stable
UNIVERSUM: Files for Insolvency in Hamburg Court


I T A L Y

* CITY OF NAPLES: Moody's Cuts Long-Term Debt Rating to 'B1'


K A Z A K H S T A N

SAMRUK-ENERGY JSC: S&P Assigns 'BB+/B' Corp. Credit Ratings


L U X E M B O U R G

ARCELORMITTAL SA: Gets US$450MM to Exit S. African Mine Venture


N E T H E R L A N D S

COUGAR CLO II: Moody's Confirms 'B1' Rating on Class B Notes
GREEN PARK: S&P Affirms 'B+' Rating on Class E Notes
WOOD STREET III: Moody's Confirms 'B1' Rating on Class E Notes


N O R W A Y

EKSPORTFINANS ASA: S&P Affirms BB+/B Counterparty Credit Ratings


P O L A N D

CENTRAL EUROPEAN: Kaufman Prefers Voluntary Restructuring


R U S S I A

DEVELOPMENT CAPITAL: S&P Affirms B/C Counterparty Credit Ratings
SISTEMA JOINT: Fitch Affirms 'BB' Long-Term Issuer Default Rating


T U R K E Y

YAPI VE KREDI: Moody's Assigns (P)Ba1 Subordinated Debt Rating
* ISTANBUL: Fitch Raises Long-Term Currency Ratings From 'BB+'
* TURKEY: Moody's Issues Annual Credit Report


U N I T E D   K I N G D O M

AFREN PLC: Fitch Affirms 'B' Long-Term IDR & Sr. Unsec. Rating
ANNINGTON HOMES: S&P Assigns 'CCC+' Corporate Credit Rating
DOWNSIDE CENTRE'S: Charity in Administration
HAMPSON INDUSTRIES: American Industrial Acquires U.S. Operation
HBOS PLC: Failed to Meet Risks Targets, Audit Chairman Says

RANGERS FOOTBALL: Obtains Favorable Ruling in Tax Case
RECKLESS ENTERTAINMENT: In Administration After Funding Tour
STEINHOFF INT'L: Moody's Affirms 'Ba1' CFR; Outlook Stable


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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C Y P R U S
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BANK OF CYPRUS: Moody's Reviews 'B2' Ratings on Covered Bonds
-------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
covered bonds of several Cypriot banks, prompted by rating
actions on the respective issuers. The B2 ratings assigned to the
covered bonds backed by Cypriot residential mortgage loans,
issued by Bank of Cyprus Public Company Limited (BoC) and Cyprus
Popular Bank (CPB) respectively, have been placed on review for
downgrade. Furthermore, the B3 ratings of the covered bonds
issued by BoC and CPB, which are backed by Greek residential
mortgage loans, have also been placed on review for downgrade.

Ratings Rationale

On November 19, 2012, Moody's took rating actions on several
Cypriot banks (see press release "Moody's reviews three Cypriot
banks' ratings for downgrade"). As part of the rating actions and
announcements, Moody's placed the issuer ratings of BoC and CPB
on review for downgrade. As a result of this review, the covered
bonds have also been placed on review for downgrade.

Cypriot covered bonds backed by Cypriot assets are currently
rated two notches above the respective issuers' senior unsecured
ratings. Those backed by Greek assets are rated one notch above
the respective issuers' ratings.

The TPIs assigned to these transaction is Very Improbable.
Moody's TPI framework does not currently constrain the ratings.

The ratings assigned by Moody's address the expected loss posed
to investors. Moody's ratings address only the credit risks
associated with the transactions. Other non-credit risks have not
been addressed, but may have a significant effect on yield to
investors.

Key Rating Assumptions/Factors

Covered bond ratings are determined after applying a two-step
process: an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond. The primary model used is Moody's Covered Bond
Model (COBOL), which determines expected loss as (1) a function
of the issuer's probability of default (measured by the issuer's
rating); and (2) the stressed losses on the cover pool assets
following issuer default.

Cover Pool Losses and Over-Collateralisation

For each covered bond program below, cover pool losses are the
losses that Moody's currently models if the relevant issuer
defaults. Additionally, market risk measures losses as a result
of refinancing risk and risks related to interest-rate and
currency mismatches (these losses may also include certain legal
risks). Collateral risk measures losses resulting directly from
the credit quality of the assets in the cover pool.

--- BoC CYPRIOT POOL CB

The cover pool losses for BoC Cypriot Pool CB are 49.9%. Moody's
splits cover pool losses between market risk of 36.3% and
collateral risk of 13.6%. Collateral risk is derived from the
collateral score, which for this program is currently 20.3%.

The over-collateralization (OC) in the cover pool is 15.9 %, of
which 11.1% is provided on a "committed" basis. The minimum OC
level that is consistent with the B2 rating target is 0%.
Therefore, Moody's is not relying on "uncommitted" OC in its
expected loss analysis.

--- BoC GREEK POOL CB

The cover pool losses for BoC Greek Pool CB are 45.9%, split
between market risk of 39.2% and collateral risk of 6.7%.
Collateral risk is derived from the collateral score, which for
this program is currently 10.0%.

The OC in the cover pool is 17.8%, of which 17.6% is provided on
a "committed" basis. The minimum OC level that is consistent with
the B3 rating target is 0%. Therefore, Moody's is not relying on
"uncommitted" OC in its expected loss analysis.

--- CPB CYPRIOT POOL CB

The cover pool losses for CPB Cypriot Pool CB are 55.6%, split
between market risk of 39.7% and collateral risk of 15.9%.
Collateral risk is derived from the collateral score, which for
this program is currently 23.8%.

The OC in the cover pool is 15.7%, of which 5.0% is provided on a
"committed" basis. The minimum OC level that is consistent with
the B2 rating target is 0%. Therefore, Moody's is not relying on
"uncommitted" OC in its expected loss analysis.

--- CPB GREEK POOL CB

The cover pool losses for CPB Greek Pool CB are 46.3%, split
between market risk of 39.6% and collateral risk of
6.7%.Collateral risk is derived from the collateral score, which
for this program is currently 10.0%.

The OC in the cover pool is 7.3%, of which 5.0% is provided on a
"committed" basis. The minimum OC level that is consistent with
the B3 rating target is 0%. Therefore, Moody's is not relying on
"uncommitted" OC in its expected loss analysis.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview", published quarterly. All numbers in
this section are based on the most recent Performance Overviews
with the exception of the levels of over-collateralization
consistent with the relevant rating target, which are based on
Moody's most recent modelling based on data, as of September 30,
2012 in the case of BoC's covered bonds and June 30, 2012 for
CPB's covered bonds.

TPI FRAMEWORK: Moody's assigns a "timely payment indicator"
(TPI), which indicates the likelihood that timely payment will be
made to covered bondholders following issuer default. The effect
of the TPI framework is to limit the covered bond rating to a
certain number of notches above the issuer's rating.

Sensitivity Analysis

The robustness of a covered bond rating largely depends on the
issuer's credit strength.

The TPI Leeway measures the number of notches by which the
issuer's rating may be downgraded before the covered bonds are
downgraded under the TPI framework.

The TPIs assigned to the above programs are Very Improbable.
Their TPI Leeways are therefore limited, and any downgrade of the
issuers' ratings might lead to a downgrade of the covered bonds.

A multiple-notch downgrade of the covered bonds might occur in
certain limited circumstances, such as (1) a sovereign downgrade
negatively affecting both the issuer's senior unsecured rating
and the TPI; (2) a multiple-notch downgrade of the issuer; or (3)
a material reduction of the value of the cover pool.

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.

Rating Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds" published in July 2012.



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ALCATEL-LUCENT: Moody's Reviews 'B2' Ratings for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed the B2 ratings of Alcatel-
Lucent ("ALU") on review for downgrade.

Ratings Rationale

"The announcement reflects our growing concerns about ALU's lack
of improvement during the third quarter of the year, as well as
our diminished expectations in terms of the group's operating
profitability and cash flow generation for the second half of
2012 as a whole," says Roberto Pozzi, a Moody's Vice President -
Senior Analyst and lead analyst for Alcatel-Lucent.

Alcatel's current B2 corporate family rating (CFR) primarily
reflects (1) the generally subdued investment spending of telecom
carriers in some developed markets; (2) pricing pressure for
manufacturers of telecommunications equipment as a result of
major competitors' strategies to increase their market share; and
(3) the challenge for ALU to contain its cash consumption, with
the group having consumed cash of approximately EUR1 billion in
the first nine months of 2012 (as reported), and facing EUR2.1
billion of debt maturities from June 2013 to January 2015.

However, more positively, the B2 CFR also reflects Alcatel's (1)
strong customer relationships and the large installed base
supporting its market shares; (2) broad and advanced product
offering, complemented by services that make the group relevant
for key customers of various communication technologies; (3)
strategy to continue reducing its expenses and streamlining its
product portfolio; and (4) currently adequate liquidity position.

Focus of the Review

In its review, Moody's will focus on ALU's ability to restore
adequate profitability, with operating margins in the mid-single
digits, and positive free cash flow generation. Also, to maintain
its current rating, Moody's would expect the group to have an
adequate liquidity buffer to cover its debt maturities over the
next two years (equivalent to the rating agency's indication of
cash and cash equivalents of at least one third of gross adjusted
debt).

Any potential downgrade as a consequence of the rating review is
likely to be limited to one notch.

What Could Change The Rating Up/Down

Given the review for downgrade, Moody's does not expect upward
rating pressure in the short to medium term.

Moody's could downgrade the rating if (1) the operating margin
(as adjusted by Moody's) does not trend up towards a mid-single-
digit margin, (2) if ALU fails to reduce negative cash flow from
continuing operations to below EUR 300 million in 2012 with a
trend towards positive thereafter, or (3) if cash and cash
equivalents were to decline below one-third of gross adjusted
debt.

Ratings placed on review include:

Issuer: Alcatel-Lucent

B2 corporate family rating

B2 probability of default rating

B3 senior unsecured conv./exch. bond/debenture

B3 senior unsecured regular bond/debenture

Issuer: Lucent Technologies, Inc.

Caa1 senior unsecured backed conv./debenture

The principal methodology used in rating Alcatel-Lucent and
Lucent Technologies, Inc. was the Global Communications Equipment
Industry Methodology published in June 2008. 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 Paris, France, Alcatel-Lucent is a leading
developer and manufacturer of telecommunications equipment, with
sales of approximately EUR15.3 billion for fiscal year 2011.


CMA CGM: Enters Into Debt Restructuring Deal with Banks
-------------------------------------------------------
Mark Odell at The Financial Times reports that CMA CGM, has
reached a deal with its banks to restructure its debts as it
warned of continued volatility in the sector.

Michel Sirat, chief financial officer of the Marseille-based
carrier, said on Tuesday a deal had been reached "in principle"
with its 72 banks to restructure loans of US$4.6 billion, the FT
relates.

The company, which has a further US$1.1 billion outstanding in
bonds, started talks with its lenders in March, the FT relates.
Mr. Sirat, as cited by the FT, said he was now "comfortable" with
US$600 million in loans that mature next year.

The agreement with the group of lenders will see a US$400 million
tranche of debt, due to mature in February, deferred by two years
along with a modification to the group's covenants, to link them
to gearing rather than to profitability, the FT discloses.

As part of negotiations with the banks, CMA CGM is also disposing
of some assets, including the sale and leaseback of some of the
100 vessels it owns in the 394-strong fleet it operates, the FT
notes.

France-based CMA CGM -- http://www.cma-cgm.com/-- is
marine transportation company.  Through subsidiaries it operates
a
fleet of about 370 vessels that serve more than 400 ports around
the globe, and it maintains a network of about 650 facilities in
about 150 countries.  In addition to hauling containers by sea,
CMA CGM provides logistics services, arranging the transportation
of containerized freight by river, road, and rail.  The company's
tourism division arranges cruises and other travel services.
Jacques Saade founded the company in 1978.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Jun 18,
2012, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on France-based container ship operator
CMA CGM S.A. to 'CCC+' from 'B-'. "We also lowered our issue
ratings on CMA CGM's' debt to 'CCC-' from 'CCC'. The ratings
remain on CreditWatch with negative implications where they were
placed on March 9, 2012. The recovery rating on the debt is '6',
indicating our expectation of negligible (0%-10%) recovery in the
event of a payment default," S&P said.


RESEAU FERRE: Moody's Cuts BCA to 'Ba1'; Outlook Remains Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
French government-related issuers (GRIs): Societe Nationale des
Chemins de Fer Fran‡ais (SNCF) and Reseau Ferre de France (RFF).
The outlook on both companies' long-term ratings remains
negative.

The actions were prompted by the weakening of the French
government's credit profile, as captured by Moody's recent
downgrade of France's government bond rating to Aa1 from Aaa,
with a continued negative outlook.

The rating downgrades are as follows:

- SNCF: Long-term issuer rating downgraded by one notch to Aa2
   from Aa1, while the short-term rating is unchanged at
   (P)Prime-1.

- RFF: Long-term senior unsecured ratings downgraded by one
notch
   to Aa1 from Aaa, while the short-term and commercial paper
(CP)
   ratings are unchanged at Prime-1.

Moody's has also lowered the Baseline Credit Assessment (BCA) of
RFF to ba1 from baa3, while SNCF's baa1 BCA is unchanged. The BCA
is a measure of a company's standalone financial strength without
the assumed benefit of government support.

As SNCF and RFF are 100% state-owned, their ratings incorporate a
very strong element of government support in accordance with
Moody's rating methodology for such entities.

RATINGS RATIONALE

RATIONALE FOR DOWNGRADE AND NEGATIVE OUTLOOK

-- SNCF

The main driver of the downgrade of SNCF's long-term ratings is
the weakening of the French government's credit profile, as
captured by Moody's recent downgrade of France's government bond
rating, given the strong government support that is incorporated
into SNCF's ratings. As a GRI, SNCF's ratings and outlook are
closely aligned with those of the government of France. This
reflects the very high level of dependence and support that SNCF
benefits from owing to its special legal status as an EPIC
(Etablissement Public a Caractere Industriel et Commercial) and
the group's importance as an instrument of France's public
policy.

In accordance with Moody's GRI rating methodology, SNCF's Aa2
issuer rating reflects the combination of the following inputs:
(1) an unchanged baa1 baseline credit assessment (BCA), which
measures the group's standalone financial strength without the
assumed benefit of government support; (2) the Aa1 local-currency
rating of the French government; (3) and the "very high" support
and "very high" dependence the group benefits from as an EPIC.

Despite the "very high" support that is incorporated in SNCF's
issuer rating, Moody's had introduced a one-notch differentiation
between SNCF's rating and that of the sovereign rating in July
2011. This reflected the rating agency's expectation that the
very close link between SNCF and the French government will
gradually loosen as the French railway market very slowly opens
up to more competition, in line with EU initiatives, and as the
EU competitive authorities focus ever more closely on ensuring a
level playing field.

SNCF's BCA of baa1 is mainly supported by its low business risk,
which is due to (1) the group's role as the monopoly provider of
domestic transportation in France; (2) the stability of SNCF's
revenues, driven by long-term contracts with regional French
authorities related to regional transportation; and (3) a
predictable operating environment. However, SNCF's BCA is also
constrained by the group's credit metrics, which are affected
mainly by four structural factors: (1) the poor performance of
its freight activities; (2) the very high level of network access
fees that it has to pay, which continues to affect the
performance of SNCF Voyages, its high-speed division; (3) the low
return from the activities of the Infra division; and (4) SNCF's
high level of capital expenditure (capex).

The outlook on SNCF's ratings remains negative, reflecting the
negative outlook on the sovereign rating.

-- RFF

The main driver of the downgrade of RFF's long-term ratings to
Aa1 from Aaa is the weakening of the French government's credit
profile, as captured by Moody's recent downgrade of France's
government bond rating. The rating and outlook of RFF are
currently aligned with those of the government of France due to
the very high level of dependence and support RFF benefits from,
owing to its special legal status as an EPIC (Etablissement
Public a Caractere Industriel et Commercial), and the group's
importance as an instrument of France's public policy.

In conjunction with downgrading the long-term senior unsecured
ratings of RFF to Aa1, Moody's has reflected the group's weakly
positioned status within this rating category by lowering the
group's BCA to ba1 from baa3.

In accordance with Moody's GRI rating methodology, RFF's Aa1
long-term senior unsecured rating currently reflects the
combination of the following inputs: (1) the adjusted ba1 BCA,
which measures the group's standalone financial strength without
the assumed benefit of government support; (2) the Aa1 local-
currency rating of the French government; (3) and the "very high"
support and "very high" dependence it benefits from as an EPIC.

RFF's lower BCA reflects the progressive increase in its net debt
over recent years to EUR32 billion at year-end 2011 from EUR 28
billion at year-end 2008, and Moody's expectation that this will
continue over the next two years. The increase in net debt is
mainly due to the greater amount of investments that RFF will
have to make in order to finance large projects (e.g., LGV Est,
Tours-Bordeaux line). These investments will not be offset by a
similar increase in the amount of grants received, and will
consequently lead to a larger funding gap, which RFF will have to
cover with debt issuances or available cash. During 2012, RFF is
likely to undertake capex of around EUR5 billion, of which
Moody's expects the group to receive only around EUR2.5 billion
in the form of grants. Although Moody's believes that RFF's
liquidity profile is still satisfactory -- with cash on balance
sheet (EUR3.3 billion as at 30 June 2012) and access to a EUR1.25
billion fully undrawn credit facility likely to cover the gap
between investments expensed and grants received as well as
scheduled debt repayments over the next 12 months -- the rating
agency nevertheless notes that the increased gap between
investments and grants reduces the group's liquidity headroom and
makes it more dependent on government support.

In accordance with Moody's GRI methodology, the change in the BCA
to ba1 from baa3 does not trigger a downgrade of RFF's rating.
The downgrade of RFF is only related to the weakening of the
French government's credit profile, as captured by Moody's recent
downgrade of France's government bond rating.

The outlook on RFF's ratings is negative, reflecting the negative
outlook on the sovereign rating.

WHAT COULD MOVE THE RATINGS UP/DOWN

-- SNCF

Moody's would consider upgrading SNCF's rating only in the event
of an increase in the level of state support that is available to
the group, although the rating agency does not currently expect
this to occur. Moody's would raise SNCF's BCA if (1) the group's
EBITA margin were to increase to above 5%; (2) its debt/EBITDA
ratio were to decrease to comfortably below 6.0x; and (3) its
retained cash flow (RCF)/net debt ratio were to approach the mid-
teens in percentage terms.

Moody's notes that government support for SNCF is currently at a
very high level, and expects this to continue as long as the
group's current ownership and legal structure remain unchanged.
However, any reduction in the expected level of available support
would most likely have a negative impact on the rating. While the
rating will not necessarily change if there is a change in the
level of dependence, the BCA could come under pressure if, inter
alia, (1) SNCF's EBITA margin were to fall below 2.5%; (2) its
debt/EBITDA ratio were to rise above 7.0x; and (3) its RCF/net
debt ratio were to fall to below 10%. Any significant
deterioration in SNCF's BCA and/or liquidity could potentially
affect the group's rating.

In addition, SNCF's rating could be negatively affected by a
further downgrade of the sovereign rating or as a result of
reforms to the railway system, which would result in adverse
changes to the group's capital structure.

-- RFF

An upgrade of the rating of RFF could occur only if the rating of
the government of France were to be upgraded. Although unlikely
under the existing framework, Moody's could raise RFF's BCA in
the event of a reduction in net debt levels, resulting in an
improvement of credit metrics.

A downgrade of the rating of RFF could occur if France's
government bond rating were to be downgraded further, or if the
levels of support and/or dependence were to diminish. The rating
could also be downgraded if the EPIC status of RFF were to be
lost. The BCA of RFF could come under pressure if the gap between
RFF's investments and grants received were to remain high and/or
its liquidity profile were to weaken. In addition, reforms to the
railway system, which would result in adverse changes to the
group organization, could also exert downward pressure on RFF's
rating.

Principal Methodologies

The principal methodology used in rating SNCF was the Global
Passenger Railway Companies Industry Methodology published in
December 2008. Other methodologies used include the Government-
Related Issuers: Methodology Update published in July 2010.

The principal methodology used in rating RFF was the Government
Owned Rail Network Operators Industry Methodology published in
April 2009. Other methodologies used include the Government-
Related Issuers: Methodology Update published in July 2010.

SNCF is France's national railway operator and the manager of the
country's railway infrastructure on behalf of RFF, the owner.
SNCF is a 100% state-owned French public entity with autonomous
management and with the special status of an EPIC. In 2011, SNCF
reported total revenues of approximately EUR32.6 billion.

RFF is 100%-owned by the government of France. It was created in
1997 as an EPIC and given full ownership of the French rail
infrastructure. RFF's purpose is to manage the railway property
of around 30,000 km of lines. RFF had a turnover of EUR5.0
billion during 2011.



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DEUTSCHE ANNINGTON: 90% of Bondholders Back Loan Restructuring
--------------------------------------------------------------
Michael Stothard at The Financial Times reports that at least 90%
of bondholders have agreed to a deal with Guy Hands' Terra Firma
on the restructuring of Deutsche Annington, Europe's largest
single securitized loan, paving the way for the private equity
group to float its German property business.

Deutsche Annington, which owns a 180,000-strong portfolio of
German houses and apartments, required the support of 75% of
investors in its EUR4.3 billion mortgage-backed security for its
refinancing terms to be approved, the FT discloses.  That hurdle
has now been cleared, the FT notes.

According to the FT, under the terms of the restructuring
settlement Terra Firma said it would inject EUR500 million of
fresh equity into Deutsche Annington.  In exchange bondholders
would allow the debt to be restructured so it could be refinanced
in small tranches, the FT says.

The new equity would bring the loan-to-value ratio on Deutsche
Annington to below 60%, the FT states.  The deal would also see
the debt, due to mature next July, extended by another five
years, the FT notes.

The now likely deal is a significant step for Terra Firma in its
widely expected bid to take Deutsche Annington to a stock market
listing, according to the FT.


FRESENIUS MEDICAL: Moody's Maintains 'Ba1' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has assigned a definitive Baa3 rating
to USD 3.8 billion worth of bank facilities syndicated by
Fresenius Medical Care AG & Co. KGaA ("FME" or "the group"),
following the receipt of the final documentation of the loan.
This rating is in line with the previously assigned provisional
rating. The financing was put in place to primarily refinance
existing senior bank obligations maturing in March 2013. The
FME's Ba1 Corporate Family Rating (CFR) and unsecured ratings
remain unchanged. The outlook on the ratings is stable.

Ratings Rationale

The Baa3 rating (LGD 2, 26%) assigned to around USD3.8 billion
senior credit facilities issued at the holding level of Fresenius
Medical Care AG & Co. KGaA reflects the instrument's priority
position in the capital structure. The facilities are guaranteed
on a senior basis by key intermediary holding and selected
operating companies, and are secured by share pledges (65%-100%)
of a significant part of the group's operating subsidiaries.
Compared to the previous bank agreement the senior lenders don't
benefit from a springing lien which had required security over
all material assets in case of senior bank debt instrument rating
downgrade to below Ba3. The removal of the springing lien in the
new facility agreement weakens senior lenders' security position
and makes monitoring of guarantor coverage more difficult. As a
result Moody's loss given default rate increases from 20% to 26%.
However, limited debt at operating subsidiary level and extra
guarantor coverage, primarily from US subsidiaries, which is not
available to unsecured bond lenders justify the upward notching
of secured senior lenders.

FME's Ba1 Corporate Family Rating (CFR) is supported by (i) its
absolute scale, vertical integration and a very strong market
position as a leading global provider of dialysis products and
private dialysis services; (ii) continued favorable industry
growth trends and the recurring non-cyclical nature of its
revenues; (iii) high profitability levels; and (iv) good
financial flexibility. With the extension of FME's bank lines,
the group's short term liquidity also improves substantially,
with barely any debt maturities in the next 12 -- 18 months.

The rating is constrained by (i) FME's relatively high adjusted
financial leverage, as evidenced by a debt/EBITDA ratio of 3.5x
as per end of June 2012 LTM; (ii) the company's exposure to
tightening healthcare budgets, potential regulatory changes,
government investigations or changes in the payer mix, which
could have an impact on the FME's profitability; (iii) a pure-
play focus on the dialysis market, albeit operating through the
whole value chain; (iv) high regional concentration on the key US
market; (v) a strong appetite for acquisitions to complement
organic growth, which are to a large degree debt financed
resulting in continued reliance on access to capital markets
which could lead to short term liquidity pressures.

Assignments:

Issuer: Fresenius Medical Care AG & Co. KGaA

  Senior Secured credit facilities, Assigned Baa3, LGD2, 26%

Given the strategy of FME to grow the business externally an
upgrade of the rating is currently unlikely. A rating upgrade
would require a change in the financial policy of FME towards
lower external growth and a change in the management of short
term liquidity. In addition it would require enhanced regional
diversification, which appears somewhat challenging in the medium
term, profitability at current levels (EBIT-margin in the high
teens) and the generation of positive free cash flow applied to
debt reduction contributing to gradual improvements in leverage
towards 3.0 times debt/EBITDA and CFO/ debt approaching 20%.

In Moody's view, downward rating pressure would likely be the
result of: (i) unfavorable reimbursement changes in core markets
or changes in payer mix, affecting the group's profit generation;
(ii) an increase in financial leverage, evidenced by a
debt/EBITDA ratio sustainably above 3.5x and a CFO/debt ratio
below 15%; (iii) failure to ensure adequate liquidity profile or
(iv) material litigation.

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

FME is the world's leading provider of dialysis products and
dialysis services, with LTM 2012 revenues of USD13.5 billion as
of end of September 2012. The company is a vertically integrated
player with operations as a dialysis service provider, a dialysis
product manufacturer for its own dialysis clinics and a supplier
of dialysis products to external dialysis service providers. FME
is controlled by Fresenius SE & Co. KGaA (rated Ba1, stable),
which owns 31% of the company but controls 100% of the general
partner of FME, given FME's legal status as a
Kommanditgesellschaft auf Aktien (KGaA; partnership limited by
shares).


UNIVERSUM: Files for Insolvency in Hamburg Court
------------------------------------------------
Deutsche Presse-Agentur reports that Germany's Universum box
promotion filed Tuesday for insolvency.

DPA relates that promoter Waldemar Kluch said Tuesday Universum
"can no longer be saved" after filing for insolvency at Hamburg's
administrative court.

Mr. Luch had bought Hamburg-based Universum in July 2011 from
founder Klaus-Peter Kohl, DPA recounts.

The company's difficulties began in 2010 when it lost a lucrative
eight-year television contract with German public broadcaster ZDF
and failed to find a new television partner, DPA relates.

Universum at one time had been Europe's largest box promotion
with a host of world champions, also including the likes of
middleweight Felix Sturm and light-heavyweight Darius
Michalczewski.



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


* CITY OF NAPLES: Moody's Cuts Long-Term Debt Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service has downgraded the City of Naples'
long-term debt rating by three notches to B1 from Ba1. The action
primarily reflects heightened concerns about Naples' finances
following the disclosure of a sizeable unfunded budgetary deficit
in FY2011 and the city's stretched liquidity position. The rating
remains on review for further downgrade.

Rationale for the Downgrade

The downgrade of Naples' rating reflects the materialization of a
EUR850 million unfunded budgetary deficit in its realised
accounts for 2011, which were recently approved by the city's
executive body. Moody's understands that this deficit stems from
the write-off of EUR875 million in doubtful receivables
(uncollectable taxes and service charges accrued in previous
years), which substantially exceeds the EUR430 million in
doubtful receivables disclosed in October and reflects the extent
of Naples' fiscal problems. The coverage of this cumulated
imbalance -- which represents about two thirds of Naples' annual
operating budget -- exceeds the city's fiscal capacity.

Moody's notes that the institutional framework in Italy is being
refined with the introduction of a new mechanism aimed at helping
underperforming municipalities and provinces to address their
immediate liquidity pressures and to rebalance their accounts
through a rehabilitation plan assisted by the central government.
The rating agency expects that Naples will soon enter this
framework and will commit to a multi-year rehabilitation plan
aimed at rebalancing its finances through tax hikes, large-scale
asset sales and expenditure rationalization, including its
municipal companies. While any funding received from the central
government via this scheme would alleviate the city's short-term
liquidity pressure, it does not necessarily guarantee regular
cash flows in the medium term, which will depend on the
credibility and effectiveness of the recovery actions implemented
by Naples.

Moody's says that persistently poor revenue-generating capacity
and spending pressures have led to mounting commercial debts in
Naples' books, exerting growing liquidity pressure over time.
More recently, austerity measures imposed by the central
government and fragile current economic conditions are
contributing to significant cash strains. Furthermore, the city
is exposed to material off-balance sheets risk through existing
swaps. Termination risk may represent an additional liquidity
challenge.

Naples' direct debt at year-end 2011 was EUR1.63 billion, which
is equivalent to around 134% of operating revenue for the year;
this ratio rises to over 160% when estimates of the financial
debt of major municipal companies are included. The city has an
amortizing debt structure, with debt-service costs representing
11% of operating revenue. Thus far, the city has maintained
adequate cash reserves to cover debt-service payments. Credit-
protection measures embedded in Italy's institutional framework -
- primarily the delegation of payment mechanism -- provides
comfort that debt-service payments remain prioritized. The next
debt-service installment is due in December 2012 (around EUR70
million, including interest and principal).

Naples' B1 rating also reflects the uplift provided by Moody's
assessment of a moderate likelihood of support from the
Government of Italy (Baa2 negative) in the event that Naples face
extreme liquidity stress.

Rationale of the Review

Moody's review will focus on (1) Naples' liquidity profile; and
(2) the credibility and effectiveness of any recovery action
aimed at structurally rebalancing the municipal budget. Moody's
expects to receive timely and complete information to conclude
the rating review within the next few months.

WHAT COULD CHANGE THE RATING DOWN/UP

In view of the current review for downgrade on Naples' rating, no
upward rating movement is likely over the short term. However,
the introduction of a credible plan to address Naples' budget
challenges and place the city on a sustainable fiscal and
liquidity footing could lead to a confirmation of Naples' B1
rating.

Further exacerbation of liquidity pressure and the lack of clear
and credible policy responses to consolidate municipal finances
and achieve a structural balance could result in a downgrade of
the B1 rating.

The methodologies used in this rating were Regional and Local
Governments Outside the US published in May 2008, and The
Application of Joint-Default Analysis to Regional and Local
Governments published in December 2008.



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


SAMRUK-ENERGY JSC: S&P Assigns 'BB+/B' Corp. Credit Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating, 'B' short-term corporate credit rating,
and 'kzAA-' national scale rating to Kazakhstan state-owned
vertically integrated electricity utility Samruk-Energy JSC. The
outlook is stable.

"The ratings on Samruk-Energy, which is fully owned by the
government of Kazakhstan (BBB+/Stable/A-2; Kazakhstan national
scale 'kzAAA') through its investment vehicle Samruk-Kazyna
(BBB+/Stable/A-2; Kazakhstan national scale 'kzAAA'), reflect our
assessment that there is a 'high' likelihood of extraordinary
government support in the event of financial distress (in
accordance with our criteria for government-related entities).
They also reflect the company's stand-alone credit profile (SACP)
of 'b+', which is based on our view of its 'fair' business risk
profile and 'aggressive' financial risk profile," S&P said.

"Our assessment that there is a 'high' likelihood of state
support is based on ur view of Samruk-Energy's 'important' role
for and 'very strong' link with the government," S&P said.

"The stable outlook reflects that on the sovereign rating as well
as our expectation that Samruk-Energy continues to enjoy a 'high'
likelihood of extraordinary government support in the event of
financial distress," S&P said.

"Upside potential for the long-term corporate credit rating might
arise from stronger-than-expected operational and financial
performance, a reduction in investment plans without jeopardizing
long-term operational stability, or significant equity injections
from the government, which would decrease the need for the new
borrowing. All else being equal, we believe an adjusted debt-to-
EBITDA ratio of below 3.0x could lead to an upward revision of
the
SACP and, consequently, to a higher corporate credit rating," S&P
said.

"A one-notch downward revision of the company's SACP, however,
would not result in a downgrade, provided that the likelihood of
extraordinary government support remains unchanged. Nevertheless,
we could lower the long-term corporate credit rating if the
company's liquidity profile were to significantly deteriorate, or
if debt leverage increased by more than we currently expect. We
see a Standard & Poor's-adjusted debt-to-EBITDA ratio exceeding
4.0x, without tangible plans to be decreased in the short term,
as
potentially leading to a lower SACP," S&P said.

"If we revised our assessment of the likelihood of timely and
sufficient state support, it would result in a change to the
ratings under our criteria, provided the SACP remains at 'b+'.
This could be triggered by any unexpected privatization of a
significant share of the company or by any unanticipated
weakening of support for another Kazakhstan government-owned
entity," S&P said.



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


ARCELORMITTAL SA: Gets US$450MM to Exit S. African Mine Venture
---------------------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that ArcelorMittal SA
on Wednesday walked away from a South African manganese mining
operation it had been steering toward bankruptcy, instead inking
an approximately $450 million deal to transfer its half of the
mining company to the project's founder.

Daphne Mashile-Nkosi, chairwoman of South Africa's Kalahari
Resources Pty. Ltd., which already owns 40 percent of the
manganese miner known as Kalagadi Manganese Pty. Ltd., will soon
have personal control over another 50 percent of the company,
Bankruptcy Law360 relates.

                        About ArcelorMittal

Luxembourg-based ArcelorMittal -- http://www.arcelormittal.com/
-- is the world's leading steel company, with operations in more
than 60 countries.

ArcelorMittal is the leader in all major global steel markets,
including automotive, construction, household appliances and
packaging, with leading R&D and technology, as well as sizeable
captive supplies of raw materials and outstanding distribution
networks.  With an industrial presence in over 20 countries
spanning four continents, the Company covers all of the key steel
markets, from emerging to mature.

In 2008, ArcelorMittal had revenues of $124.9 billion and crude
steel production of 103.3 million tonnes, representing
approximately 10% of world steel output.

ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on
the Spanish stock exchanges of Barcelona, Bilbao, Madrid and
Valencia (MTS).



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


COUGAR CLO II: Moody's Confirms 'B1' Rating on Class B Notes
------------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Cougar CLO II B.V.:

    EUR124.3M Class A Senior Secured Floating Rate Notes due
2025,
    Confirmed at Aa3 (sf); previously on Jul 10, 2012 Aa3 (sf)
    Placed Under Review for Possible Upgrade

    EUR45M Class B Subordinated Floating Rate Notes due 2025,
    Confirmed at B1 (sf); previously on Jul 10, 2012 B1 (sf)
    Placed Under Review for Possible Upgrade

The rating of Class B Notes address the repayment of the Rated
Balance on or before the legal final maturity. The 'Rated
Balance' is equal at any time to the principal amount of the
Class B on the Issue Date minus the aggregate of all payments
made from the Issue Date to such date, either through interest or
principal payments. The Rated Balance may not necessarily
correspond to the outstanding notional amount reported by the
trustee.

Cougar CLO II B.V issued in April 2007, is a Collateralised Loan
Obligation ("CLO") backed by a portfolio of mostly senior secured
European loans. The portfolio is managed by M&G Investment
Management Limited. This transaction exited its reinvestment
period on May 28, 2012.

Ratings Rationale

According to Moody's, the rating confirmation reflects a stable
deal performance since the last rating action. Class A notes have
been paid down by approximately 1.5% or EUR1.8 million since the
rating action in September 2011. As of the latest trustee report
dated Sep 2012, the Class A overcollateralization ratio is
reported at 125.51%, versus July 2011 levels of 126.94%. In
addition, the reported WARF has slightly decreased from 2825 to
2757 with a stable number of securities in the underlying
portfolio rated Caa or lower, currently around 7.62%. The
weighted average spread has increased from 3.17% in July 2011 to
3.42%.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR151.45
million, defaulted par of EUR4 million, a weighted average
default probability of 20.99% (consistent with a WARF of 2,990),
a weighted average recovery rate upon default of 46.30% for a Aaa
liability target rating, a diversity score of 35 and a weighted
average spread of 3.42%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average
recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
For a Aaa liability target rating, Moody's assumed that 91% of
the portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

This deal was reviewed in conjunction with a correction to the
rating model Moody's used for this transaction. Moody's corrected
the rating model and put the ratings of the above tranches on
review for upgrade on July 10, 2012. The rating confirmation
reflects the correction in the rating model.

In the process of determining the final ratings, Moody's took
into account the results of a number of sensitivity analyses:

1) Deterioration of assets credit quality to address the loan
refinancing and sovereign risks specific to some assets in the
portfolio-22.6% of the obligors in the portfolio have a credit
quality consistent with B3 rating or below with their loan
maturing between 2014 and 2016, which may create challenges for
those obligors to refinance. 16.6% of the portfolio is also
exposed to obligors located in Ireland, Spain and Italy. Moody's
considered a scenario where the WARF was increased to 3178 by
forcing the credit quality on 25% of such exposures to Ca. This
scenario generated model outputs that were consistent with the
current ratings.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2014 and 2016 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Portfolio Amortization: Pace of amortization could vary
significantly subject to market conditions and this may have a
significant impact on the notes' ratings. In particular,
amortization could accelerate as a consequence of high levels of
prepayments in the loan market or collateral sales by the
Collateral Manager or be delayed by rising loan amend-and-extent
restructurings. Fast amortization would usually benefit the
ratings of the notes.

2) Moody's also notes that around 47% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Large single exposures
to obligors bearing a credit estimate have been subject to a
stress applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

3) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's CDOEdge
model.

This model was used to represent 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 binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

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.

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.


GREEN PARK: S&P Affirms 'B+' Rating on Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
all rated classes of notes in Green Park CDO B.V.

"The rating actions follow our assessment of the transaction's
performance using data from the latest available trustee report
in addition to our credit and cash flow analysis. We have taken
into account recent developments in the transaction and reviewed
it under our relevant criteria," S&P said.

"Following our analysis, we have observed that the proportion of
assets rated in the 'CCC' category (i.e., rated 'CCC+', 'CCC', or
'CCC-') has decreased to 2.10% of the remaining pool, from 6.08%
at the last review. Over the same period, the percentage of
defaulted assets has increased to 2.40% from 0.00%. The credit
enhancement has slightly decreased for all rated classes of
notes. The transaction now has a shorter weighted-average life of
4.33 years and a higher weighted-average spread of 4.025%," S&P
said.

"We subjected the transaction's capital structure to a cash flow
analysis to determine the break-even default rate for each rated
class at each rating level. We incorporated various cash flow
stress scenarios, using various default patterns, in conjunction
with different interest stress scenarios. The transaction has
material exposure to assets in Spain (BBB-/Negative/A-3), Ireland
(BBB+/Negative/A-2), and Italy (BBB+/Negative/A-2). We have
therefore applied additional stresses on assets in those
countries
in our 'AAA' scenario. Following this analysis, we have affirmed
our ratings on the class A notes at 'AA+ (sf)', on the class B
notes at 'AA (sf)', and on the class C notes at 'A (sf)'," S&P
said.

"Our ratings on the class D and E notes are constrained by the
application of the largest obligor test, a supplemental 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. Although the
break-even default rates generated by our cash flow model
indicated higher ratings, the largest obligor test effectively
capped the ratings on the class D notes at 'BB+ (sf)', and on the
class E notes at 'B+ (sf)'. We have therefore affirmed our
ratings on the class D and E notes at those levels," S&P said.

"The Bank of New York Mellon (AA-/Negative/A-1+) acts as an
account bank and custodian. In our view, the counterparty is
appropriately rated to support the ratings on these notes," S&P
said.

"Green Park CDO entered into a number of derivative agreements to
mitigate currency risks in the transaction. We consider that the
documentation for these derivatives does not fully comply with
our 2012 criteria. Therefore, in our cash flow analysis for
scenarios above 'AA-', we have applied additional foreign
exchange stresses," S&P said.

Green Park CDO is a cash flow collateralized loan obligation
(CLO) transaction 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 redit rating report is available at:

              http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Green Park CDO B.V.
EUR462.6 Million Senior Secured Floating-Rate Notes

Ratings Affirmed
Class Name        To
A                 AA+ (sf)
B                 AA (sf)
C                 A (sf)
D                 BB+ (sf)
E                 B+ (sf)


WOOD STREET III: Moody's Confirms 'B1' Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Wood Street CLO III B.V.:

    EUR49.5M Class B Senior Secured Floating Rate Notes due 2022,
    Upgraded to Aa3 (sf); previously on Jul 10, 2012 A1 (sf)
    Placed Under Review for Possible Upgrade

    EUR44M Class C Senior Secured Deferrable Floating Rate Notes
    due 2022, Upgraded to Baa2 (sf); previously on Jul 10, 2012
    Baa3 (sf) Placed Under Review for Possible Upgrade

    EUR24.75M Class D Senior Secured Deferrable Floating Rate
    Notes due 2022, Confirmed at Ba3 (sf); previously on Jul 10,
    2012 Ba3 (sf) Placed Under Review for Possible Upgrade

    EUR16.5M Class E Senior Secured Deferrable Floating Rate
Notes
    due 2022, Confirmed at B1 (sf); previously on Jul 10, 2012 B1
    (sf) Placed Under Review for Possible Upgrade

    EUR6M Class W Combination Notes due 2022, Upgraded to Baa1
    (sf); previously on Oct 5, 2011 Upgraded to Baa2 (sf)

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class W,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by the Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

Wood Street CLO III B.V., issued in June 2006, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by
Alcentra Ltd. This transaction exited its reinvestment period on
August 27, 2012. It is predominantly composed of senior secured
loans.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are a
result of resilient deal performance and the benefit of Moody's
modelling assumptions for transactions in the amortization
period.

In consideration of the reinvestment restrictions applicable
during the amortization period, and therefore the limited ability
to effect significant changes to the current collateral pool,
Moody's analyzed the deal assuming a higher likelihood that the
collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements. In
particular, the deal is assumed to benefit from higher spread and
diversity levels compared to the last rating action in October
2011. Moody's notes that between October 2011 and October 2012
the weighted average spread increased from 3.27% to 3.75%. In
addition, the reported WARF has only increased from 2852 to 3064
despite a substantial rise in the number of securities in the
underlying portfolio rated Caa or lower, from 7.88% in October
2011 to approximately 14.62%.

The reported overcollateralization ("OC") ratios of the rated
notes have decreased since the rating action in October 2011. The
Class A/B, Class C, Class D and Class E overcollateralization
ratios are reported at 126.13%, 113.71%, 107.74% and 104.65%,
respectively, versus October 2011 levels of 127.30%, 114.70%,
108.70% and 105.60%, respectively. All coverage tests are
currently in compliance. However, Moody's computed OC levels have
remain stable since last action.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR 523.7
million, defaulted par of EUR 1.1 million, a weighted average
default probability of 21.63% (consistent with a WARF of 3051), a
weighted average recovery rate upon default of 44.64% for a Aaa
liability target rating, a diversity score of 32 and a weighted
average spread of 3.73%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average
recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
For a Aaa liability target rating, Moody's assumed that 86% of
the portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

This deal was reviewed in conjunction with a correction to the
rating model Moody's used for this transaction. Moody's corrected
the rating model and put the ratings of the above tranches on
review for upgrade on July 10, 2012. In addition, the WARF
calculation used in the previous rating action was derived as a
weighted average of the default probability of each asset's
rating and remaining life, rather than the weighted average of
the default probability of each asset's rating at 10 years as
called for in methodology. The rating action reflects both the
correction in the rating model and the adjustment in the WARF
calculation.

In the process of determining the final ratings, Moody's took
into account the results of a number of sensitivity analyses:

1) Deterioration of assets credit quality to address the loan
refinancing and sovereign risks specific to some assets in the
portfolio-34% of the obligors in the portfolio have a credit
quality consistent with B3 rating or below with their loan
maturing between 2014 and 2016, which may create challenges for
those obligors to refinance. 10% of the portfolio is also exposed
to obligors located in Ireland, Spain and Italy. Moody's
considered a scenario where the WARF was increased to 3512 by
forcing the credit quality on 25% of such exposures to Ca. This
scenario generated model outputs that were one to two notches
lower than the base case results.

2) Lower Weighted Average Recovery Rate and Diversity Score
Levels - Moody's also tested the sensitivity of the rated
tranches to lower diversity score and recovery rate upon default
scenarios. Moody's modelled a lower weighted average recovery
rate upon default of 40% for a Aaa liability target rating as
well as a lower diversity score of 29. This scenario generated
model outputs that were within one or one notch off the base case
results.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2014 and 2016 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Portfolio Amortization: Pace of amortization could vary
significantly subject to market conditions and this may have a
significant impact on the notes' ratings. In particular,
amortization could accelerate as a consequence of high levels of
prepayments in the loan market or collateral sales by the
Collateral Manager or be delayed by rising loan amend-and-extent
restructurings. Fast amortization would usually benefit the
ratings of the senior notes.

2) Moody's also notes that around 52% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Large single exposures
to obligors bearing a credit estimate have been subject to a
stress applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

3) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's CDOEdge
model.

This model was used to represent 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 binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

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.

On 21 August 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.



===========
N O R W A Y
===========


EKSPORTFINANS ASA: S&P Affirms BB+/B Counterparty Credit Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlooks on
Norway-based Gjensidige Bank ASA and its subsidiary Gjensidige
Bank Boligkreditt AS to negative from stable. The 'BBB+' long-
term and 'A-2' short-term counterparty credit ratings were
affirmed.

At the same time, S&P affirmed the ratings on these banks:

    DNB Bank ASA at 'A+/A-1',
    Storebrand Bank ASA at 'BBB+/A-2', and
    Eksportfinans ASA at 'BB+/B'.

"The outlooks on DNB Bank and Storebrand Bank remain stable and
that on Eksportfinans ASA remains negative," S&P said.

"We remain convinced of the financial strength of the Norwegian
government and its capacity to support the labor market.
Nevertheless, we believe economic risks in the Kingdom of Norway
(AAA/Stable/A-1+) would increase if the recession in the eurozone
(European Economic and Monetary Union) impacts important
Norwegian trading partners for a prolonged period. The resulting
reduction of external demand would hurt the country's export
sector, and lower consumer confidence could lead to a drop in
asset values, which have been inflated by increasing household
debt. In our view, these trends point to the heightening of
economic risks for Norwegian banks.

"Our assessment of industry risk in Norway remains unchanged, and
we view the trend for this risk as stable," S&P said.

"Our affirmations of the ratings on all five banks reflect our
view that the economic risks in the Norwegian banking system
remain low," S&P said.

"We revised our outlooks on Gjensidige Bank and its subsidiary
Gjensidige Bank Boligkreditt to negative because we consider
further support for these banks from the group to be uncertain.
We believe that the bank is not yet a strategic part of the
Gjensidige insurance group and, as such, we do not add an uplift
to the bank's stand-alone credit profile (SACP) for group
support.
In our view, the bank has a relatively short history as a
profitable institution and relies on nongroup consumer finance
customers for the majority of its profit," S&P said.

"The stable outlook on DNB Bank reflects that, if the SACP were
to deteriorate, we could include an additional notch of uplift in
the rating. This is because we anticipate a high likelihood of
extraordinary government support for the bank in a stress
scenario in line with our view of the bank's high systemic
importance in Norway. Nevertheless, if we revised our assessment
of DNB Bank's
SACP downward, this would directly affect the ratings on the
bank's subordinated debt and hybrid capital issues," S&P said.

"The stable outlook on Storebrand Bank reflects its strategically
important role within insurance group Storebrand ASA
(BBB/Stable/--) and the stable outlook on the group's core
operating company, Storebrand Livsforsikring AS (A-/Stable/--),
which affords the rating up to three notches of uplift over the
SACP for the likelihood of group support. We currently
incorporate only one notch of uplift in the ratings," S&P said.

"We revised the outlook on Eksportfinans in February 2012," S&P
said.

BICRA SCORE SNAPSHOT*
Norway
                                To                 From
BICRA Group                     2                  2

Economic risk                  2                  2
  Economic resilience           Very low risk      Very low risk
  Economic imbalances           Intermediate risk  Low risk
  Credit risk in the economy    Low risk           Low risk

Industry risk                  3                  3
  Institutional framework       Intermediate risk  Low risk
  Competitive dynamics          Low risk           Low risk
  Systemwide funding            Intermediate risk  Intermediate
   risk

* Banking Industry Risk Assessment (BICRA) scores are on a scale
   from 1 (lowest risk) to 10 (highest risk).

RATINGS LIST

Ratings Affirmed; Outlook Action
                                     To                    From
Gjensidige Bank ASA
Gjensidige Bank Boligkreditt AS
  Counterparty Credit Ratings    BBB+/Negative/A-2 BBB+/Stable/A-
2

DNB Bank ASA
  Counterparty Credit Rating     A+/Stable/A-1     A+/Stable/A-1

Storebrand Bank ASA
  Counterparty Credit Rating     BBB+/Stable/A-2   BBB+/Stable/A-
2

Eksportfinans ASA
  Counterparty Credit Rating     BB+/Negative/B    BB+/Negative/B

NB: This list does not include all the ratings affected.



===========
P O L A N D
===========


CENTRAL EUROPEAN: Kaufman Prefers Voluntary Restructuring
---------------------------------------------------------
Piotr Bujnicki at Bloomberg News reports that Mark Kaufman, a
shareholder in Central European Distribution Corp., said the
company faces bankruptcy unless it changes its management board
and restructures debt.

"We need a solution which should include, first of all, a full
balance sheet restructuring, probably with some discount,"
Bloomberg quotes Mr. Kaufman, the second-biggest owner of CEDC
shares, as saying in a phone interview from Moscow on Tuesday.
"I see nothing abnormal in that in the current situation.  I
prefer a voluntary restructuring based on CEDC's good assets and
potential to a bankruptcy scenario."

According to Bloomberg, Russian billionaire Roustam Tariko, the
largest CEDC shareholder, said in a letter last week that it is
"no longer obligated" to complete a deal with the company to help
pay back its debt after the distiller revised its financial
results for 2010 and 2011.  The agreement envisaged Mr. Tariko,
who has a 19.5% holding, buying as much as US$210 million of
Warsaw-based CEDC's notes and shares, Bloomberg says.

CEDC, in an open letter to shareholders dated Nov. 16, urged
Mr. Tariko's Russian Standard Corp. to "honor its commitment to
be a good and long-term partner" and refrain from conduct
contrary to the interests of CEDC, Bloomberg relates.

"CEDC needs stability, additional financial resources and the
help of external restructuring experts to put the company back on
track."

Mr. Kaufman, who owns about 9.5% stake in CEDC, said the
company's management board is "unable to make any strategic
decision" and should be replaced, Bloomberg notes.

Central European Distribution Corp. is Poland's second-largest
vodka producer.



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


DEVELOPMENT CAPITAL: S&P Affirms B/C Counterparty Credit Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long- and short-
term counterparty credit ratings on Russia-based Development
Capital Bank OJSC (DCB) at 'B/C' and its national scale rating at
'ruA-'. The outlook is stable.

"The affirmation of our ratings on DCB reflects the stability of
its financial and business profiles. In particular, DCB's capital
position compares favorably with peers', acting as a buffer
against high concentration risks. Although we believe that DCB's
capital position has been slightly eroded, and accordingly have
lowered the SACP on DCB by one notch to 'b', this does not affect
the 'B' long-term rating. This is because we believe our revised
SACP adequately reflects DCB's high concentration on the
construction and real estate sector in Russia, so we no longer
make a negative one-notch adjustment to the rating," S&P said.

S&P has revised its assessment of capital and earnings for DCB to
'strong' from 'very strong,' which led to lowering the SACP to
'b' from 'b+'. The bank's risk-adjusted capital (RAC) ratio
before concentration adjustments declined by more than 400 basis
points to 16.1% at the end of 2011 from about 20% one year
earlier because::

-- Customer loans growth at 50% in 2011 was higher than S&P
    expected. Given the low granularity of the bank's portfolio
    and our view that construction and real estate loans are very
    risky exposures, large loans to real estate developers are
    likely to markedly increase S&P's measure of risk-weighted
    assets (S&P RWAs).

-- Significant losses on speculative foreign exchange positions
    reduced the bank's net income in 2011 by more than Russian
    ruble (RUB) 500 million to RUB113 million, thereby weakening
    its capacity to retain earnings in 2011.

"The stable outlook on DCB reflects our view that the bank's
strong capital position will continue to compensate for its high
lending and funding concentrations," S&P said.

"We could lower the ratings if DCB's funding position
deteriorated, with increased reliance on short-term interbank
funding, if its asset quality sharply worsened, or if the
liquidity buffer reduced to an insufficient level. A breach of
the regulatory requirements relating to concentration or related
parties' exposures could also prompt us to review the ratings,"
S&P said.

"A positive rating action is a remote scenario in the next 12
months. We might raise the ratings in the longer term if the bank
managed to diversify its narrow business profile by significantly
reducing its single-name and industry concentrations and
improving the diversity of its client base through organic
business growth," S&P said.


SISTEMA JOINT: Fitch Affirms 'BB' Long-Term Issuer Default Rating
-----------------------------------------------------------------
Following its review of 66 EMEA TMT companies on September 14,
2012, Fitch Ratings has affirmed additional ratings of entities
and instruments related to Sistema Joint Stock Financial Corp.,
as follows:

Sistema Joint Stock Financial Corporation.

  -- Long-Term Issuer Default Rating (IDR): affirmed at 'BB-',
     Outlook Stable
  -- Long-Term local currency IDR: affirmed at 'BB-, Outlook
     Stable
  -- National Long-Term Rating: affirmed at 'A+(rus)', Outlook
     Stable
  -- Senior Unsecured Debt: affirmed at 'BB-' and 'A+(rus)

Sistema Capital S.A.

  -- Senior Unsecured Debt Guaranteed by Sistema Joint Stock
     Financial Corporation: affirmed at 'BB-'

Sistema International Funding S.A.

  -- Loan Participation Notes Guaranteed by Sistema Joint Stock
     Financial Corporation: Affirmed at'BB-'.



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


YAPI VE KREDI: Moody's Assigns (P)Ba1 Subordinated Debt Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a first-time provisional
(P)Ba1 foreign-currency subordinated debt rating to the proposed
senior subordinated debt issuance by Yapi ve Kredi Bankasi A.S.
(YapiKredi) (Baa2, deposits, negative; BFSR D+/BCA ba1, stable).
The proposed debt instrument is expected to be eligible for Tier
2 capital treatment under Turkish law. The outlook is negative.

Ratings Rationale

YapiKredi's provisional subordinated debt rating is positioned
one notch below the bank's baa3 adjusted standalone credit
assessment, and does not incorporate any rating uplift from
systemic (government) support. The bank's adjusted standalone
credit assessment is one notch higher than its ba1 standalone
credit assessment, and incorporates one notch of rating uplift.
The uplift reflects Moody's assumption of a moderate probability
of support from UniCredit SpA (Baa2, deposits, negative; BFSR C-
/BCA baa2, negative), which holds a 40.9% stake in YapiKredi.

The negative outlook on the subordinated debt rating, reflects
the negative outlook on UniCredit's C- BFSR, the reference point
and input for imputed parental support, according to Moody's
Joint Default Analysis (JDA).

Moody's believes that at present, there is a strong prudential
bank-supervisory framework in Turkey. The regulator has extensive
intervention tools available to preserve a bank's solvency and
financial stability within the banking system, although within
Turkey, imposing losses on bank creditors outside of a
liquidation scenario is untested. However, if future regulatory
intervention is required to support Turkish banks, Moody's
believes that the Turkish frameworks for bank resolution could
develop further, similar to the policy initiatives in numerous
banking systems, particularly in Europe.

These frameworks provide for burden sharing of bank bailouts with
bank creditors, in particular affecting junior classes of bank
securities. As a result, YapiKredi's subordinated debt rating
does not incorporate any uplift from systemic support.

What Could Move The Rating Up/Down

Currently, there is no upwards pressure on the subordinated debt
rating, reflected by the negative outlook. As the subordinated
debt rating is notched off the bank's adjusted standalone credit
assessment, any weakening of the bank's standalone credit
strength and/or that of its parent Unicredit will result in a
similar rating action on the subordinated debt.

Principal Methodolgies

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


* ISTANBUL: Fitch Raises Long-Term Currency Ratings From 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded Metropolitan Municipality of
Istanbul's (Istanbul or MMI) Long-Term foreign and local currency
ratings to 'BBB-' from 'BB+' and Short-Term foreign currency
rating to 'F3'from 'B'.  At the same time the agency has affirmed
Istanbul's National Long-Term Rating at 'AA+(tur)'.  The Outlooks
on all Long-term ratings are Stable.

The upgrades of international ratings reflect the strong economic
and budgetary performance that is correlated with the sovereign
credit profile MMI's Long-Term foreign currency rating is at the
sovereign level while the Long-Term local currency rating is one
notch below the sovereign and the ratings are not constrained.
The ratings also factor in MMI's high share of external debt in
foreign currency (80% of direct debt at end-2011) exposing it to
significant foreign exchange risk in its debt servicing.  MMI has
a solid track record in budgetary performance with an operating
margin averaging above 50% since 2007.  It also means that
despite the strong depreciation of the Turkish lira in 2011, debt
servicing as of the operating balance generated remained at 43%
in 2011.

Istanbul is Turkey's main economic hub contributing close to 23%
of national GDP and more than 40% of national tax receipts.  The
province is under population pressure due to strong migratory
flows requiring continued transport driven infrastructure
investment focus.  Istanbul reports per capita income at around
26% above the national average.

The administration has streamlined its management practices
through increased coordination within the public sector and
stronger financial planning.  Liquidity has benefited from higher
capital revenue supported by the big-ticket sale of assets and
the strengthening self-funding ability of capital expenditure in
line with declining quasi debt.

Istanbul's quasi debt inflating its direct risk arises from its
land transport entity (IETT) which receives operating and capital
transfers in relation to its earlier incurred debt for metro
investments. With the centralized metro investment implementation
at the municipal administration and continued financial support,
direct risk is set to significantly decline from 2014.  Given its
dynamic socio-economic profile and international significance
Istanbul's strong investment focus is set to continue.
Nevertheless in view of the projected increase in self-funding
ability, MMI has scaled back its future borrowing plans.


* TURKEY: Moody's Issues Annual Credit Report
---------------------------------------------
In its annual credit report on Turkey, Moody's Investors Service
says that the country's Ba1 rating and positive outlook reflects
the significant improvement in the country's public finances and
the resulting increased shock-absorption capacity of the
government's balance sheet, although it is constrained by a high
susceptibility to event risk due to the size of the country's
external imbalances.

The rating agency's report is an annual update to the markets and
does not constitute a rating action.

Moody's determines a country's sovereign rating by assessing it
on the basis of four key factors -- economic strength,
institutional strength, government financial strength and
susceptibility to event risk -- as well as the interplay between
them.

Historically a rating constraint, Turkey's government's financial
strength has improved steadily over the past decade, which can be
seen across a wide range of financial metrics such as
debt/revenue and debt affordability. Although the international
economic environment has become more challenging and Turkish
domestic growth is slowing, Moody's expects that the primary
balance will remain in surplus and that debt levels will continue
to decline for the next 3-4 years. Even in the rating agency's
adverse scenario, which includes more pessimistic outcomes for
nominal GDP growth, the primary balance, and interest costs,
Turkey's debt burden is likely to decline slightly over the next
two years.

Moody's notes that Turkey's resilience to economic, financial,
and political vulnerabilities has been strengthened considerably
in recent years, as evidenced by the financial markets' ability
to endure volatile capital flows and ongoing tension between the
society's secular and religious elements. Although Turkey's
susceptibility to event risk is high due to the size of Turkey's
external imbalances, the government adopted a number of policies
in the first half of 2012 (e.g., an improved investment incentive
scheme and increased incentives for individuals to pay into
individual pensions) that have the potential to address some of
the root causes of Turkey's external imbalances. Nevertheless,
given the structural nature of these imbalances it will take time
to be fully addressed. Moreover, geo-political tensions remain a
concern, as they could increase international investors' risk
aversion and make it more difficult to finance the current
account deficit.

Moody's assessment of whether Turkey can attain an investment-
grade rating will be driven by the balance between the greatest
risks facing the country, particularly vulnerability to balance-
of-payment shocks, against the buffers that could help to
maintain the country's creditworthiness if those balance-of-
payment risks were to crystallize.

The positive outlook on Turkey's sovereign bond rating, which
reflects Moody's expectation that Turkey's resilience will
continue to improve, would likely be moved to stable if progress
on addressing external vulnerabilities were to be reversed. A
material deterioration in the government's public-finance metrics
would also result in downward movement in the outlook or, in
extremis, in the rating itself. Although not likely given the
country's improved resilience, a sudden and sustained stop in
foreign capital flows would also exert downward pressure on the
ratings.



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


AFREN PLC: Fitch Affirms 'B' Long-Term IDR & Sr. Unsec. Rating
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on Afren plc's Long-term
Issuer Default Rating (IDR) to Stable from Negative and affirmed
its Long-term IDR and senior unsecured rating at 'B'.  The
recovery rating is 'RR4'.

The Outlook stabilization reflects Afren's ability to demonstrate
strong production growth in 9M12 after slower than expected
output dynamics in 2011 and Fitch's expectations of the
successful implementation of future production expansion plans.
The company more than doubled its average daily oil and gas
output to 40.8 kboepd YTD to 11 November 2012 (42 kboepd
including an associate interest) from 19.2 kboepd (19.3 kboepd
including an associate interest) in 2011 and outperformed Fitch's
estimates.  This step-up in production level also demonstrates a
shift in the company's scale of operations putting it on par with
such peers as Russia's Alliance Oil Company Ltd ('B'/Stable).

Fitch believes that the successful development of the Nigerian
Ebok field and commencement of production at the Iraqi Barda Rash
field enhanced the company's operational and financial profile as
it diversified its operations across three main producing assets
and established a solid foundation for strong cash flow
generation.  It also created a track record of largely successful
project implementation and provided a platform for medium-term
growth.  The agency believes that expansion of the cash flow
generative asset base should somewhat reduce the execution risk
inherent in Afren's operations and could mitigate the negative
impact on its operations and financials of potential delays
and/or cost overruns in project development and/or unsuccessful
exploration activities.

Fitch assesses Afren's operational profile to be commensurate
with the mid-to-high 'B' rating category.  The agency believes
that positive rating momentum could be mounting for the company
if it sustains a track record of successful expansion strategy
implementation, while maintaining solid credit metrics.

The company's ratings also take into account Fitch's expectations
of stronger financial profile over 2012-15.  The agency
anticipates that the company will generate strong cash flow from
operations and positive free cash flow (FCF) over 2012-15 driven
primarily by the production expansion and sound profitability.
Fitch's expectations of positive FCF generation are based on the
assumption that the company will maintain a conservative dividend
policy, which envisages no dividend payments.  However, the
agency believes that expected improvement of cash flow profile
may provide an impetus for more shareholder friendly actions
and/or pursuit of an ambitious acquisitive strategy.

The agency forecasts funds from operations (FFO) adjusted
leverage to decrease and stay below 2x in 2012-15.  However,
another measure of indebtedness -- a ratio of gross adjusted debt
to proved reserves -- remains relatively high in comparison with
other 'B'-rated oil and gas companies.  Nevertheless, Fitch
expects this ratio to improve in the medium-term as the company
plans to transfer more reserves to the proved (1P) category.  The
agency also anticipates coverage ratios will remain solid.

Although Afren is well placed in two hydrocarbons resource rich
countries -- Nigeria ('BB-'/Stable) and Iraq, which arguably
underpins its growth potential and geographic diversification,
Fitch somewhat discounts positive aspects of this exposure in its
assessment of the company's business risk due to legal, political
and security risks inherent in its operations in these countries.
The operations in both countries are characterized by political
instability and uncertainty and in some cases ambiguous legal and
regulatory frameworks in the oil and gas sector.  Therefore,
Fitch would expect the company to demonstrate a stronger
financial flexibility and larger financial cushion than its peers
operating in more stable countries in order to be able to
maintain its rating.

Fitch considers Afren's liquidity as adequate.  Its cash position
of US$448 million at end-9M12 was sufficient to cover short-term
debt of US$236.8 million.  The company's debt repayment schedule
is not onerous until 2016 when its US$500 million Eurobonds fall
due.

WHAT COULD TRIGGER A RATING ACTION?

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

  -- Further successful implementation of the growth strategy
     (e.g. ramp-up of production at the Barda Rash field largely
     in line with schedule and cash flow diversification over at
     least three producing fields), while maintaining solid
     financial profile (e.g. FFO adjusted gross leverage below
     2.5x and FFO fixed charge coverage of above 5x on a
     sustained basis)

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

  -- Material deterioration of the financial profile due to, for
     example, large-scale acquisitions and/or more aggressive
     dividend policy (e.g. FFO adjusted gross leverage above 4x
     and FFO fixed charge coverage below 4x on a sustained basis)

  -- Severe delays and/or cost overruns in the fields development

  -- Failure to replace proved reserves and maintain at least a
     stable reserves life


ANNINGTON HOMES: S&P Assigns 'CCC+' Corporate Credit Rating
-----------------------------------------------------------
Standard and Poor's Rating Services assigned its 'CCC+' long-term
corporate credit rating to U.K.-based residential real estate
holding company Annington Homes Ltd. (Annington). The outlook is
stable.

"At the same time, we assigned our 'CCC+' issue rating to the
proposed GBP500 million senior payment-in-kind (PIK) notes to be
issued by Annington Finance No. 5 PLC. The recovery rating on
this facility is '4', indicating our expectation of average (30%-
50%) recovery prospects in the event of a payment default," S&P
said.

The rating reflects S&P's assessment of Annington's financial
risk profile as "highly leveraged" and its business risk profile
as "vulnerable." Annington holds equity in a portfolio of
residential properties that its operating subsidiaries rent to
the U.K. Ministry of Defence (MoD).

Annington will replace Annington Holdings PLC as the holding
company of the group's three business divisions as part of a
reorganization in connection with a change of ownership.
Annington will guarantee the proposed GBP500 million senior PIK
notes that a newly formed financing subsidiary, Annington Finance
No. 5, will issue.

"In accordance with our criteria, an issuer we rate 'CCC+'
depends on favorable business, financial, and economic conditions
to meet its financial commitments. In such circumstances, an
issuer's financial commitments appear unsustainable in the long
term, although the issuer might not face a near-term redit or
payment crisis. We believe that Annington's long-term capacity to
meet its debt obligations is highly dependent on factors outside
its control, such as decisions by the MoD about its ongoing
requirement for properties within the Annington estate," S&P
said.

"We believe that Annington's business risk profile is constrained
by the fact that substantially all of the business' assets and
cash flows are currently trapped within the restricted
securitization group at the operating company level. This
group includes property owner Annington Property Ltd. and two
financing subsidiaries, Annington Finance No. 1 PLC and Annington
Finance No. 4 PLC," S&P said.

"We assess the financial risk profile of the business outside of
the restricted securitization group as 'highly leveraged,'
reflecting our view of Annington's very aggressive financial
policy and weak debt protection metrics. We estimate debt of more
than GBP620 million after the GBP500 million proposed PIK
issuance (which will accrue non-cash-pay interest)," S&P said.

"In our view, Annington should be able to manage its small
liquidity requirements over the short to medium term because of
the variable cash payment feature of the PIK notes, which is
determined by a cash sweep mechanism," S&P said.

"We could take a negative rating action if the business
activities of the group's principal operating subsidiaries within
the restricted securitization group suffer a material disruption.
This could happen if the MoD releases a high number of properties
over a short period, and Annington cannot re-let or sell these
properties quickly enough to maintain sufficient liquidity to
meet its debt obligations," S&P said.

"We consider a positive rating action unlikely at this point due
to the group's structure. However, we could take a positive
rating action if the group demonstrates an increased ability to
upstream dividends to Annington from the restricted
securitization group and use these dividends to service or repay
the PIK notes. We believe this could happen if Annington sold a
high number of assets and/or if it refinanced the current cash
sweep instruments within the restricted securitization group with
non-amortizing facilities," S&P said.


DOWNSIDE CENTRE'S: Charity in Administration
--------------------------------------------
Londonse1 reports that Downside Centre's Training for Life
charity is in administration.

The report notes that the Downside Fisher Youth Club building in
Coxson Place off Druid Street was refurbished by Training for
Life between 2006 and 2008 under a deal between the two charities
which at the time shared a trustee in common.

In return for the GBP3.2 million refurbishment of the center,
Training for Life was granted a 25-year lease to use the building
during the day on weekdays and all day at weekends, according to
Londonse1.

The report notes that the relationship between the two charities
has not always been easy and Simon Hughes MP has previously
brokered negotiations between the two groups.

Legal notices on the door of the building dated November 5 state
that Training for Life's lease on the Bermondsey building has
been terminated by the Downside Settlement, the report says.

Mazars LLP were appointed as administrators of Training for Life
on November 8.

Training for Life's Barking Apprentice cafe in east London has
closed but the Hoxton and Dartmouth restaurants continue to trade
at present, the report notes.

Downside Centre's Training for Life charity, which is best-known
for its Hoxton Apprentice and Dartmouth Apprentice restaurants,
specializes in on-the-job training for the long-term unemployed.


HAMPSON INDUSTRIES: American Industrial Acquires U.S. Operation
---------------------------------------------------------------
Robert Wall at Bloomberg News reports that U.S. private-equity
firm American Industrial Partners acquired the U.S. operation of
Hampson Industries Plc as a search continues for a buyer of the
insolvent company's Indian operation.

"The group's Indian subsidiary, Hampson Industries Private Ltd.,
continues to trade on a solvent basis under the control of its
directors.  It is expected that this business will be marketed
for sale," Bloomberg quotes newly appointed administrator FTI
Consulting as saying in a statement.  The price AIP is paying for
the U.S. operation wasn't disclosed.

Hampson has been trying to sell units in the U.S., India and the
U.K. to cut about GBP57 million (US$90 million) in debt,
Bloomberg discloses.

The manufacturer said that Simon Ian Kirkhope and Chad Griffin,
also of FTI, were named Hampson's joint administrators on Monday,
Bloomberg relates.

"The administration is not expected to result in there being any
value remaining for the company's shareholders," Bloomberg quotes
Hampson as saying.

Hampson lost GBP13 million last year on sales of GBP197 million,
Bloomberg recounts.  The company warned in February that this
year's financial performance may be affected by delays in its
largest tooling order, Bloomberg notes.

Based in Brierley Hill, England, Hampson Industries Plc is a
maker of tooling and components for Boeing Co. and Airbus SAS
airliners.


HBOS PLC: Failed to Meet Risks Targets, Audit Chairman Says
-----------------------------------------------------------
Howard Mustoe at Bloomberg News reports that Anthony Hobson,
chairman of HBOS Plc's audit committee from 2001 to 2008, said
the U.K. bank, which was bailed out amid the 2008 financial
crisis, set risk targets for its corporate bank which weren't
met.

According to Bloomberg, Mr. Hobson wrote in a submission to the
Parliamentary Commission on Banking Standards in London published
on Tuesday that "With hindsight, it now seems apparent that
HBOS's corporate division exposures were not consistent with the
risk tolerances the board had set."

HBOS's assets more than doubled to GBP681 billion (US$1.08
trillion) from 2001 to 2008 as the U.K.'s biggest mortgage
provider increased lending to entrepreneurs and real estate
developers, Bloomberg notes.  About 40% of the bank's GBP117
billion corporate loan book was allocated to real estate and
commercial property, Bloomberg discloses.

Mr. Hobson, as cited by Bloomberg, said that the closing of
wholesale funding markets in 2007 and 2008 to banks including
HBOS, especially following the collapse of Lehman Brothers
Holdings Inc. was "the event that undermined the financial
position of HBOS."



RANGERS FOOTBALL: Obtains Favorable Ruling in Tax Case
------------------------------------------------------
According to Bloomberg News' Peter Woodifield, the Herald, citing
former Rangers Football Club owner David Murray and HM Revenue &
Customs, reports that the club won a battle with the U.K. tax
authorities over a potential GBP50 million bill after a tribunal
ruled that tax-free employee loans were not illegal.

Bloomberg relates that the Glasgow-based newspaper said the
judges ruled by two-to-one that employee benefit trusts, which
Rangers used to pay out GBP47.6 million to players and staff
between 2001 and 2010, should be regarded as legal loans that can
be repaid.

Mr. Murray sold the club, which went into liquidation this year,
for GBP1 last year to Craig Whyte, Bloomberg recounts.

The Herald, as cited by Bloomberg, said that HM Revenue &
Customs, which said it had been right to challenge the type of
avoidance seen in this case, is mulling whether to appeal against
the decision.

                   About Rangers Football Club

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



RECKLESS ENTERTAINMENT: In Administration After Funding Tour
------------------------------------------------------------
The Stage News reports that Street of Dreams producer Reckless
Entertainment was placed into administration and Chantrey
Vellacott DFK was appointed as administrators following a High
Court hearing.

Reckless Entertainment is one of the two production companies
behind the cancelled Coronation Street musical Street of Dreams.

Street of Dreams Limited, also listed as a producer of the
musical, has been placed into administration too, according to
The Stage News.

The report notes that on Companies House, both name John Ward as
director, while his sister, Trisha Ward, who composed the
musical, is listed as secretary of Reckless Entertainment Limited
and director of Street of Dreams Limited.

The administrators said that Street of Dreams Limited and
Reckless Entertainment "have been put into administration after
running into financial trouble funding its now cancelled tour,"
the report discloses.

"Our appointment as administrators follows months of uncertainty
and problems surrounding Street of Dreams and its Coronation
Street musical.  The production company has suffered from a
funding deficit and lack of confidence in the venture, but with
the right level of investment it is hoped that production of the
show can be relaunched," the report quoted Adrian Hyde, who has
been appointed joint administrator with Richard Toone, as saying.

In September, the report recalls that O'Grady's management
company, BM Creative Management Limited, had launched legal
proceedings against Reckless Entertainment.  It filed what is
known as a winding-up petition against the company.  The recent
hearing on the matter however will now be dismissed, according to
the report.


STEINHOFF INT'L: Moody's Affirms 'Ba1' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating of Steinhoff International Holdings Limited ("Steinhoff"
or "the group"). This follows the conclusion of Steinhoff's
business realignment and reflects the group's deleveraging
trajectory.

Ratings Rationale

"The announcement reflects our current view of Steinhoff's
revised organizational structure, as well as Moody's expectation
that the group's debt/EBITDA ratio will improve towards 3.5x
following its completion of various corporate transactions," says
Dion Bate, Moody's lead analyst for Steinhoff.

Moody's also expects that assets transferred to JD Group Limited
("JD Group") and KAP Intentional Holdings Limited ("KAP") will
see greater synergies extracted than if they had remained in
Steinhoff. Similarly, the acquisition of Conforama will enable
Steinhoff to better meet customer demands in Europe, through its
vertically integrated supply chain.

Moody's notes that Steinhoff's leverage, as measured by
debt/EBITDA, is high (3.7x consolidating 12 months of recent
acquisitions) for its Ba1 rating but factors an expectation of
deleveraging towards 3.5x. This is also offset by the increased
scale, broad business and geographical diversification and
optimization of Steinhoff's vertically integrated supply chain
and retail operations following its recent organizational
realignment.

In addition, the Ba1 rating and stable outlook takes into account
Steinhoff's position in the mass discount market, which Moody's
expects to be more resilient, and its exposure to better
performing economies, both in the Europe and in other
geographies.

The rating and outlook further reflect Steinhoff's complex
organizational structure. Moody's believes that the consolidation
of JD Group, and to a lesser extent KAP (both of which have
significant minority shareholdings), benefits Steinhoff's
consolidated metrics insofar as metrics at the acquired entities
are somewhat stronger on a stand-alone basis than at Steinhoff
itself.

The stable outlook incorporates (1) stable operating performance;
(2) no further acquisitions that would have a material adverse
impact on its credit metrics and/or credit profile and (3) an
ongoing deleveraging trajectory towards 3.5x.

What Could Change The Rating Up/Down

To upgrade the rating, Moody's would require evidence that (1)
Steinhoff's gross leverage (as measured by Moody's adjusted total
debt/EBITDA) is trending towards 3.0x within the core Steinhoff
business; and (2) a more conservative financial policy is being
maintained as evidenced by gross debt/ EBITDA of below 3.0x and
retained cash flow (RCF)/net debt of at least 25% on a
sustainable basis. A higher rating would also require the
maintenance of a strong liquidity profile.

Conversely, negative pressure on the rating or outlook would
likely occur if Steinhoff's gross adjusted leverage were to
significantly exceed 3.5x on a continued basis.

Principal Methodology

The principal methodology used in rating Steinhoff International
Holdings Limited was the Global Consumer Durables Industry
Methodology published in October 2010.

Headquartered in South Africa, Steinhoff International Holdings
Ltd. is a vertically integrated supplier of household goods and
also invests in related industries. Steinhoff is a holding
company with full ownership of its two principal subsidiaries,
Steinhoff Europe and Steinhoff Africa, operating in continental
Europe, the United Kingdom, the Pacific Rim and Africa. The group
has been listed on the Johannesburg Stock Exchange (JSE) Limited
since 1998 and is part of the JSE Top 40 Index and the Industrial
(INDI) 25 index. For the financial year ended 30 June 2012,
Steinhoff recorded revenues of ZAR80.4 billion (USD9.2 billion)
and Moody's-adjusted EBITDA of ZAR13.6 billion (USD1.6 billion),
with its European operations contributing 65.1% to group revenue.



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


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

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 * * *