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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, December 19, 2012, Vol. 13, No. 252

                            Headlines



B E L A R U S

* CITY OF MINSK: S&P Affirms 'B-' Long-Term Issuer Credit Rating


B E L G I U M

TAMINCO ACQUISITION: Moody's Rates PIK Toogle Notes '(P)Caa2'


C R O A T I A

HRVATSKA BANKA: S&P Lowers Issuer Credit Ratings to 'BB+/B'
* CITY OF ZAGREB: S&P Cuts LT Issuer Credit Rating to 'BB+'
* CYPRUS: May Default on Loan Payments Without Bailout


F R A N C E

GROUPAMA SA: Fitch Affirms 'BB+' IFS Rating; Outlook Evolving


G E R M A N Y

PEENE: Luerssen to Buy Business for Less Than EUR20 Million


I C E L A N D

GLITNIR BANK: Jon Johannesson Indicted Over ISK6-Bil. Loan


L U X E M B O U R G

AVANTOR PERFORMANCE: Moody's Affirms 'Ba3' CFR; Outlook Negative


N E T H E R L A N D S

ARENA 2012: Fitch Rates EUR7.7-Mil. Class E Notes 'BB-sf'
PEARL MORTGAGE: Fitch Affirms 'B' Ratings on 3 Note Classes


N O R W A Y

SONGA OFFSHORE: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable


P O L A N D

LOT AIRLINES: Seeks PLN1-Bil. in Aid; Board Axes Chief Executive


R U S S I A

* KURSK REGION: Fitch Assigns 'BB+/B' Currency Ratings


S P A I N

BBVA EMPRESAS 6: Fitch Affirms 'BBsf' Rating on Class C Notes
PYME VALENCIA 1: Fitch Affirms 'Csf' Rating on Class E Notes
TDA CAM: Fitch Takes Rating Action Various Tranches


S W I T Z E R L A N D

SCHMOLZ + BICKENBACH: S&P Cuts Corporate Credit Rating to 'B-'


U K R A I N E

* ODESSA REGION: Fitch Assigns 'B' Long-Term Currency Ratings


U N I T E D   K I N G D O M

ARCH CRU: Up 100 Financial Advice Firms Likely to Fail in 2013
COMET: Unsecured Creditors to GBP200MM+ From Collapse
GROUPAMA INSURANCE: S&P Upgrades IFS Ratings From 'BB'
RANGERS FOOTBALL: Free-Ranging Pay Likely to Affect Planned IPO
VANWALL FINANCE: Fitch Affirms 'B-sf' Ratings on Two Loan Classes


X X X X X X X X

* S&P Takes Various Rating Actions on 19 European CDO Tranches


                            *********


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B E L A R U S
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* CITY OF MINSK: S&P Affirms 'B-' Long-Term Issuer Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
issuer credit rating on the capital of Belarus, the City of
Minsk. The outlook is stable.

"The rating on Minsk reflects our view of the city's very limited
budget predictability and flexibility, its large infrastructure
needs, and high contingent liabilities. Factors supporting the
rating are its low debt burden, very strong operating
performance, and the city's position as the country's key
administrative, financial, and commercial center," S&P said.

"The rating on Minsk is capped at 'B-' by the sovereign foreign
currency rating on Belarus, according to our assessment of the
framework for intergovernmental relationships between the central
government and its local and regional governments (LRGs) in
Belarus. In Belarus' situation, we believe that a Belarusian LRG
cannot be rated above the sovereign. However, in accordance with
our criteria, we have assigned an 'indicative credit level'
(ICL), which is not a rating but rather a means of assessing an
LRG's intrinsic creditworthiness under the assumption that there
is no sovereign rating cap, of 'b+' to Minsk," S&P said.

"The stable outlook on Minsk reflects that on the Republic of
Belarus, because the long-term rating on Minsk is capped by the
long-term foreign currency rating on the sovereign," S&P said.

"Because our ICL on Minsk is 'b+' and the rating is capped at 'B-
', we don't currently envisage a realistic scenario under which
the ICL would weaken by three levels to fall below the sovereign
rating. Consequently, we would be more likely to downgrade the
city as a result of a downgrade of the sovereign than as a result
of a weakening of the ICL within the outlook horizon," S&P said.

"We could raise the rating on Minsk within the next 12 months,
however, if we were to raise the ratings on Belarus and if Minsk
maintained its strong budgetary performance and solid cash
position, in line with our base-case scenario," S&P said.



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


TAMINCO ACQUISITION: Moody's Rates PIK Toogle Notes '(P)Caa2'
-------------------------------------------------------------
Moody's Investors Service has assigned provisional (P) Caa2 / LGD
6 (99) ratings to US$250 million senior unsecured unguaranteed
PIK toggle notes issued by Taminco Acquisition Corporation.

Following the transaction, Moody's also re-assigned the (P) B2
corporate family ratings of the group to Taminco Acquisition
Corporation from Taminco Global Chemicals Corporation, the
indirect subsidiary of Taminco Acquisition Corporation and the
issuer of the existing senior secured debt. There are no changes
to the ratings of the existing 1st and 2d priority loans and
notes of Taminco Global Chemicals Corporation. The outlook on all
ratings remains negative.

Rating Rationale

The (P) Caa2/LDG 6 (99) ratings assigned to US$250 million 2017
PIK Toggle notes reflect the subordinated position of the new
instrument relative to the existing senior secured facilities and
notes issued by Taminco Global Chemicals Corporation, as well as
unsecured trade obligations of the operating companies. The PIK
Toggle notes will be unsecured and will not be guaranteed.

The (P) B2 corporate family rating was reassigned to Taminco
Acquisition Corporation, the top holding company of the group,
given the expectation that going forward the group will produce
its consolidated financial statements at this level. Moody's
maintains provisional ratings pending the delivery of the first
US GAAP audited accounts of Taminco Acquisition Corporation,
including the necessary information disclosure to reconcile the
financial position of the senior secured restricted group behind
Taminco Global Chemicals Corporation. Taminco Acquisition
Corporation does not guarantee senior secured loans and notes of
Taminco Global Chemicals Corporation.

The ratings referred in this press release are as follows:

Taminco Acquisition Corporation

Corporate Family Ratings - (P)B2/ Probability of Default (P)B2;

PIK Toggle Notes - (P)Caa2/LGD6 (99);

Taminco Global Chemicals Corporation

1st priority senior secured g-teed term loans - (P)B1/LGD3 (32);

2nd priority senior secured g-teed notes - (P)Caa1/LGD5 (77).

The principal methodology used in rating Taminco Acquisition
Corporation and Taminco Global Chemicals Corporation was the
Global Chemical Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Taminco is one of the leading producers of alkylamines and
alkylamine derivatives that are used in various end markets in
agriculture, water treatment, personal care, nutrition and
several industrial applications. Taminco operates in 19
countries, and has seven production facilities with installed
capacity of 1,302kt as of Dec. 17. Its largest facility is in
Gent, Belgium. For 9 months 2012, Taminco Acquisition Corporation
reported US$713 million in revenues and US$98 million in EBIT. At
the end of September 2012, Taminco Acquisition Corporation
reported US$1,868 million in total assets (including US$497
million in goodwill).



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C R O A T I A
=============


HRVATSKA BANKA: S&P Lowers Issuer Credit Ratings to 'BB+/B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term issuer credit ratings on Croatian 100% state-owned
development bank, Hrvatska banka za obnovu i razvitak (HBOR) to
'BB+/B' from 'BBB-/A-3'. The outlook is stable.

"The ratings on HBOR are equalized with those on Croatia
(BB+/Stable/B). We assess as 'almost certain' the likelihood that
the sovereign would provide sufficient and timely extraordinary
support to HBOR in the event of financial distress. We base our
assessment of HBOR on our view of the bank's," S&P said:

    "Critical" role, as it plays a central role in meeting key
    economic, social, and political objectives of the government
    and the implementation of a key national policy, namely the
    development of the Croatian economy and the promotion of the
    country's exports; and

    "Integral" link with the Croatian government through full
    state ownership, the government's representation on HBOR's
    supervisory board, and the government's ongoing financial
    support in the form of regular annual contributions to HBOR's
    capital and statutory unconditional guarantees, ensuring HBOR
    can repay its debts.

"HBOR is Croatia's government-owned specialized development and
export credit agency. It benefits from a public policy mandate
and strong government support, and operates under an explicit
state guarantee. Under article 8 of the HBOR Act, the Republic of
Croatia guarantees HBOR's liabilities unconditionally,
irrevocably, and on first demand. The supervisory board -- which
approves HBOR's strategy -- includes government ministers and
members of parliament, giving the state close control over the
bank. Since its creation, HBOR has been fully owned by the state
and we expect it will remain so. While the bank has adapted its
activities to comply with EU rules on state aid, as well as
export guarantees and financing, we do not expect those
developments to affect its important role in the Croatian
government's economic development plans and policies," S&P said.

"The stable outlook on HBOR reflects the outlook on the Republic
of Croatia. We could lower the ratings or revise the outlook on
HBOR if the sovereign ratings on Croatia were changed or if its
outlook were revised. We could also lower the ratings on HBOR if
we revised our view of the likelihood of sufficient and timely
extraordinary support from the Republic of Croatia, in case of
financial distress, in the unlikely event of a reduction or
withdrawal of sovereign support," S&P said.


* CITY OF ZAGREB: S&P Cuts LT Issuer Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on the City of Zagreb to 'BB+'. The outlook is
stable.

"The rating on Zagreb reflects its position as the
administrative, financial, and commercial center of Croatia, as
well as our view of the city's continuing robust budgetary
performance and low direct debt," S&P said.

"These factors are constrained by the city's weak liquidity and
limited budgetary flexibility and debt-raising capacity in the
context of a consolidating but uneven institutional framework,
ongoing tensions between the city's administration and council,
as well as high contingent liabilities," S&P said.

"Given Zagreb's relatively wealthy, service-oriented economy, as
well as the gradual increase in tariffs on public transport and
the water supply, our base-case scenario assumes Zagreb's
budgetary performance will remain relatively robust. Its
operating surplus as a percentage of operating revenues will
account for about a sound 12% in 2012-2015 depending on GDP
growth, although it will remain significantly weaker than before
the global financial crisis, when it averaged a very high 26%
during 2005-2008," S&P said.

"As the central government imposes strict limits on municipal net
borrowings, the city cannot afford to have a consistent deficit
after capital accounts. In our base-case scenario, we expect
Zagreb's budget to remain broadly balanced in 2012-2015," S&P
said.

"Consequently, Zagreb outsources its investment program -- and
concomitant debt accumulation -- to Zagrebacki Holding, but
provides transfers linked to debt service. While Zagreb's direct
debt, including guarantees it services currently, has remained
low at about 20% of operating revenues and below 300% of its
operating surplus, its tax-supported debt increased to 75% at
end-2011. We expect the debt accumulation of both to slow, while
we forecast the city's operating revenues will grow in line with
our base-case scenario. This means the city's tax-supported debt
will likely reduce, albeit to a still-sizable 62% of consolidated
operating revenues, by end-2014," S&P said.

"The city's financial management is a ratings weakness, in our
view. In the years before the global financial crisis, the city
rapidly increased its social spending as well as investments
funded via its holding company, including in risky real estate
projects. Moreover, since the previous municipal election in 2009
the political tensions between the city administration and the
city council have intensified. The city administration and
council have been slower to adjust its budget spending to reflect
shrinking revenues, so payables have accumulated and pressure on
Zagrebacki Holding's liquidity position has intensified," S&P
said.

"Additional pressure on the city's creditworthiness comes from
contingent liabilities associated with Zagrebacki Holding and
liabilities to the central government. The holding's financing
needs are growing, while the city's ability to cover the entity's
additional funding needs immediately and in full has diminished
since 2008, in our view. Since 2010, the company has been
accumulating losses and covering them with short-term borrowings,
and is now exposed to refinancing and market risks," S&P said.

"Croatian kuna (HRK) 337 million or 6% of the city's annual
revenues are due to the central government as a result of a
contradictory legal framework governing the allocation of shared
taxes to local budgets. In 2012, the central government tried to
force the city to repay these payables in full, but this was
blocked by Croatia's Administrative Court. In our base-case
scenario we assume that the city will not be forced to repay
these payables all at once," S&P said.


* CYPRUS: May Default on Loan Payments Without Bailout
------------------------------------------------------
The Telegraph reports that Cyprus could default on loan payments
due this month unless it can reach an agreement on a bailout with
international lenders within days.

According to the Telegraph, finance ministry official Christos
Patsalides told a parliamentary committee that "If in the coming
days the state is unable to secure EUR250 million to EUR300
million (GBP244 million), then the state will proceed to default
on payments."

Agence France-Presse reported that Mr. Patsalides said the
government had no "plan B" if it fails to reach an agreement on a
bailout, the Telegraph notes.

Mr. Patsalides, as cited by the Telegraph, said the government
needed a total of EUR420 million to meet its needs but that
EUR170 million had been secured from "external sources".

A troika of lenders -- the European Commission, European Central
Bank and International Monetary Fund -- is reviewing Cyprus's
request for EU financial aid which is expected to go before the
eurogroup on Jan. 21, the Telegraph discloses.

But it would take weeks before Cyprus sees its first tranche of
money, the Telegraph notes.

According to the Telegraph, an independent assessment is being
carried out on how much the Greek-exposed banking system needs to
boost liquidity.  But the final report is due in mid-January,
meaning extra funds must be found in the meantime, the Telegraph
states.

The troika said good progress has been made but some adjustments
are needed, and the amount Cyprus needs to borrow will determine
whether that debt is sustainable, the Telegraph relates.

Cyprus requested a bailout in June when its two largest Greek-
exposed banks asked for assistance after failing to meet EU
capital buffer criteria, the Telegraph recounts.

The money needed by Cyprus has been widely reported to total
EUR17.5 billion - EUR10 billion for the banks, EUR6 billion for
maturing state debt and EUR1.5 billion for public finances, the
Telegraph discloses.



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F R A N C E
===========


GROUPAMA SA: Fitch Affirms 'BB+' IFS Rating; Outlook Evolving
-------------------------------------------------------------
Fitch Ratings has revised Groupama S.A. and its core
subsidiaries' Outlooks on their Issuer Default Ratings (IDR) and
Insurer Financial Strength (IFS) ratings to Evolving from
Negative.
At the same time, all IDRs and IFS ratings have been affirmed.
The ratings of the three hybrid debt instruments issued by
Groupama S.A. remain on Rating Watch Negative (RWN) at 'B+, 'B-'
and 'CCC', respectively.

The Outlook revision reflects Fitch's view that the group's
solvency is likely to recover at year-end 2012 from the low level
reached a year earlier and that full year 2012 operating profit
(i.e., excluding the negative impact from the disposal of
subsidiaries) is likely to be positive.  Fitch expects to review
the ratings again when full year 2012 combined accounts are
published.

The maintained RWN on the subordinated debt instruments continues
to reflect Fitch's view of the risk of further coupon deferral.

The key rating triggers that could result in a downgrade include
further non-payment of coupons, deterioration of the group's
financial profile, especially in terms of solvency (regulatory
solvency ratio below 105%), as well as its inability to translate
measures aimed at improving performance into a positive operating
profit for ongoing operations.

The key rating triggers that could result in an upgrade include
improvement in the regulatory solvency ratio (130% at year-end
2012) and in profitability (positive operating profit from
ongoing operations for the full year 2012).

The ratings actions are as follows:

Groupama S.A.

  -- IFS rating affirmed at 'BB+'; Outlook revised to Evolving
     from Negative
  -- Long-term IDR affirmed at 'BB'; Outlook revised to Evolving
     from Negative
  -- Dated Senior Subordinated debt (ISIN FR0010815464) 'B+'
     rating maintained on RWN
  -- Undated Senior Subordinated debt (ISIN FR0010208751) 'B-'
     rating maintained on RWN
  -- Undated Deeply Subordinated Notes (ISIN FR0010533414) 'CCC'
     rating maintained on RWN

Groupama GAN Vie

  -- IFS rating affirmed at 'BB+'; Outlook revised to Evolving
     from Negative

GAN Assurances

  -- IFS rating affirmed at 'BB+'; Outlook revised to Evolving
     from Negative

GAN Eurocourtage

  -- IFS rating affirmed at 'BB+'; Outlook revised to Evolving
     from Negative



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


PEENE: Luerssen to Buy Business for Less Than EUR20 Million
-----------------------------------------------------------
Jan Schwartz at Reuters reports that Luerssen Group agreed to buy
insolvent shipyard Peene in a rare deal as the shipbuilding
sector in Europe's biggest economy crumbles.

Reuters relates that Peene's insolvency administrator Berthold
Brinkmann -- hamburg@brinkmann-partner.de -- said on Monday
Bremen, Germany-based Luerssen Group is paying less than EUR20
million (US$26.3 million) to buy the company.

The acquisition will become effective on May 1, 2013, Reuters
says.

The global shipbuilding industry has been hit by a slump in
demand for sea freight, an oversupply of container ships ordered
before the economic crisis, and competition from rivals in China
and Korea, Reuters discloses.

European banks, meanwhile, are under growing pressure to cut
their exposure to risky and dollar-denominated assets, such as
ship and trade finance, to shore up their reserves as they strive
to meet financial regulators' tougher capital rules, Reuters
notes.

Peene's parent company P+S Werften filed for insolvency in
August, having failed to convince some of its customers to make
advance payments to help the company bridge a liquidity
shortfall, Reuters recounts.

According to Reuters, insolvency administrator Brinkmann said
Luerssen, which has been building ships since 1876, will make job
offers to 360 of Peene's employees.  Before the insolvency
filing, the company had 540 employees, Reuters states.

Peene is a German maker of yachts and naval vessels.



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I C E L A N D
=============


GLITNIR BANK: Jon Johannesson Indicted Over ISK6-Bil. Loan
----------------------------------------------------------
Richard Milne at The Financial Times reports that Jon Asgeir
Johannesson, who once bought up swaths of the UK high street
through his investment company Baugur, was charged in last week's
indictment alongside the former chief executive of Glitnir, one
of Iceland's biggest banks.

The case, which is due to go to court on Jan. 7, relates to a
loan from Glitnir, which had Mr. Johannesson as a leading
shareholder, to a holding company to buy a large stake in Aurum
Holdings, a jewellery group, the FT discloses.

Mr. Johannesson is accused of being an accomplice to a breach of
fiduciary duty by exerting pressure on Glitnir to approve the
loan, the FT says.  According to the FT, the indictment alleges
that ISK1 billion of the ISK6 billion (US$47.5 million) loan was
transferred into Mr. Johannesson's bank account and most of it
was used to pay off debt.

Larus Welding, the former chief executive of Glitnir, and two
former directors of the bankrupt bank are accused of breaching
their fiduciary duty, the FT discloses.

Lawyers for Messrs. Johannesson and Welding declined to comment
ahead of the pleading, as is customary in Iceland, the FT notes.

According to a 2010 UK court order that froze Mr. Johannesson's
assets worldwide and which is still in force, Glitnir's
administrators alleged that the deal resulted in a loss of ISK6
billion because the loan was never repaid and the bank could not
recover the Aurum shares pledged as security, the FT notes.

A civil case on the loan has been underway for the past two years
in Iceland and Gestur Jonsson, Mr. Johannesson's lawyer, said
three experts were due to give their opinions in the case in the
spring, the FT relates.

                       About Glitnir Banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services
to corporation, financial institutions, investors and
individuals.

Judge Stuart Bernstein of the U.S. Bankruptcy Court for
the Southern District Court of New York granted Glitnir
permission to enter into a proceeding under Chapter 15 of the
U.S. bankruptcy code on January 6, 2008.



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


AVANTOR PERFORMANCE: Moody's Affirms 'Ba3' CFR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family
Rating (CFR) and other ratings of Avantor Performance Materials
Holdings S.A. and moved the outlook on the ratings to negative
from positive. The negative outlook is directly related to weaker
than expected operating performance as a direct result of an
extremely poor implementation of a new SAP initiative begun in
April of 2012. Avantor announced in November 2012 that it was
suing its vendor - International Business Machines Corporation
(IBM) in connection with the failed SAP(R) software
implementation and is seeking tens of millions of dollars in
damages from IBM. Over the past seven months, Avantor has
undergone an aggressive, company-wide initiative to recover from
the failed SAP implementation, and the company's new management
suggests that they are now largely operating at pre-SAP
implementation service levels.

Issuer: Avantor Performance Materials Holdings S.A.

  Outlook Actions:

    Outlook, Changed To Negative From Positive

Issuer: Avantor Performance Materials Holdings, Inc.

    Outlook Actions:

    Outlook, Changed To Negative From Positive

Affirmations

Issuer: Avantor Performance Materials Holdings S.A

    Corporate Family Rating Ba3

    Probability of Default Ba3

Issuer: Avantor Performance Materials Holdings, Inc.

    $35 million Senior Secured Bank Credit Facility, LGD3, 48%
    from LGD4, 51%

    $185 million Senior Secured Bank Credit Facility, LGD3, 48%
    from LGD4, 51%

Ratings Rationale

APMH's Ba3 CFR reflects a relatively small revenue base (compared
to much larger competitors with better credit profiles) and
tangible net worth (under US$93 million at the end of September
2012) combined with a limited history operating as an independent
company. Adjusted debt (including standard adjustments for
unfunded pensions of US$9 million and capitalized rents of US$23
million) is about US$217 million, assuming no borrowings under
APMH's revolver. Leverage for the LTM period ending September 31,
2012 is approximately 4.4x times. Unusual expenses have resulted
in LTM EBIT of Negative US$15 million for the period ending
September 30, 2012. Reversing the US$34 million of unusual
expense and adding back $26 million of Depreciation and
Amortization results in adjusted LTM EBITDA of US$45 million
before unusual expenses). This is a lower run rate than the end
of 2011 when adjusted EBITDA was about US$50 million. Moody's
also believes that consecutive quarters of challenged operational
performance may also begin to pressure covenant calculations.

Despite its small size relative to competitors, APMH benefits
from a favorable brand image, long lived customer relationships,
and its small but stable order sizes. Many customer orders are
not subject to corporate approvals in the relatively steady
laboratory and pharmaceutical markets, where most of the products
are used immediately and purchased directly by users on an as
needed basis. Underscoring the seriousness of the systems
problem, several new senior management hires have been put in
place over the last several months. The board made a number of
key hires at senior levels including a new president and CEO, a
new EVP of operations, as well as a new CIO with experience in
SAP implementation. Management changes at this senior level
combined with a troubled information/billing system
implementation suggest the presence of significant operational
challenges for this relatively small provider of high purity
chemicals to laboratories, pharmaceutical companies and
microelectronic industries.

Moody's believes that management has made some progress
recovering from the failed SAP implementation Still,
notwithstanding this improvement in operations, Moody's is
concerned over the company's ability to improve credit metrics as
previously expected. A further concern centers on the lack of
management transparency along with limited disclosure
requirements under the credit facility. The limited reports, and
the timeliness, that management has to date provided to investors
remains a key concern. Management has indicated that they now
have the capability and willingness to provide more transparency
and detail in future quarterly and annual reports. To the extent
that this reporting and level of detail is not improved a
downward pressure on the rating will occur even in the face of a
full return of financial performance.

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



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


ARENA 2012: Fitch Rates EUR7.7-Mil. Class E Notes 'BB-sf'
---------------------------------------------------------
Fitch Ratings has assigned Arena 2012-I B.V.'s EUR700m mortgage-
backed notes final ratings, as follows:

  -- EUR154,000,000 class A1 floating-rate notes: 'AAAsf';
     Outlook Stable;

  -- EUR490,000,000 class A2 floating-rate notes: 'AAAsf';
     Outlook Stable;

  -- EUR18,200,000 class B floating-rate notes: 'AAsf'; Outlook
     Stable;

  -- EUR16,100,000 class C fixed-rate notes: 'A-sf'; Outlook
     Stable;

  -- EUR14,000,000 class D fixed-rate notes: 'BBB-sf'; Outlook
     Stable;

  -- EUR7,700,000 class E fixed-rate notes: 'BB-sf'; Outlook
     Stable;

  -- EUR10,500,000 class F fixed-rate notes: 'NRsf'.

The final ratings are based on Fitch's assessment of the
underlying collateral, available credit enhancement, the
origination and underwriting procedures used by the sellers and
the servicer and the transaction's sound legal structure.

Arena 2012-I B.V. is a securitization of Dutch residential
mortgages originated by Amstelhuys N.V. (Amstelhuys).  This is a
static portfolio, which consists of prime residential mortgage
loans with average seasoning of 51 months.  The portfolio's
weighted-average original loan-to-market-value ratio (WA OLTMV)
is 92.59%, while the weighted-average affordability or debt-to-
income ratio (WA DTI) is 30.1%.

The credit enhancement (CE) to the class A notes is provided by
subordination (9.5%) and by a reserve account which at closing
equals 1.5% of the initial class A to E note balance.  The
transaction benefits from an interest rate swap and a cash
advance facility equal to the greater of 2% of the class A to E
notes outstanding and 1.5% of the class A to E notes at closing.

Fitch accounted for a loss of mortgage payments due to
commingling, as the seller is not rated by the agency.  The
portfolio includes about 14.4% of insurance loans, where the
insurance policy is with Aviva plc.  Due to the concentration of
the insurance policies with one group and the specifics of the
underwriting, insurance policy set-off risk is significant in
this transaction.  Hence, Fitch assumed a loss due to insurance
policy set-off in the cash flow analysis.

The portfolio comprises 31.0% of loan parts that benefit from the
national mortgage guarantee scheme (Nationale Hypotheek Garantie
or NHG).  A reduction in base foreclosure frequency for the NHG
loans was calculated based on historical performance data.  Fitch
also used historical claims data to calculate an increased pay-
out ratio assumption.

Fitch was provided with loan-by-loan information on the
securitized portfolio as of 1 December 2012.  The data fields
included in the pool cut were of average quality.  Fitch
performed an onsite file review during which it checked a
selection of 11 mortgage files.  During this review Fitch checked
if the files were complete and if the data was identical to the
information provided.  During the visit all files were found to
be complete and the data in the mortgage files did match with the
information in the pool tape.  Based on the received repossession
data, analysis showed that the performance was slightly better
than Fitch's standard Dutch RMBS assumptions; therefore, Fitch
did not adjust its quick sale, market value decline or
foreclosure timing assumptions.

To analyze the CE levels, Fitch evaluated the collateral using
its default model, details of which can be found in the reports
entitled "EMEA Residential Mortgage Loss Criteria", dated June
2012, and "EMEA RMBS Criteria Addendum - Netherlands", dated June
2012, available at www.fitchratings.com. The agency assessed the
transaction cash flows using default and loss severity
assumptions under various structural stresses including
prepayment speeds and interest rate scenarios.  The cash flow
tests showed that each class of notes could withstand loan losses
at a level corresponding to the related stress scenario without
incurring any principal loss or interest shortfall and can repay
principal by the legal final maturity.


PEARL MORTGAGE: Fitch Affirms 'B' Ratings on 3 Note Classes
-----------------------------------------------------------
Fitch Ratings has affirmed three Pearl Mortgage Backed Securities
B.V. Series RMBS transactions (Pearl 1-3), a series of Dutch RMBS
transaction backed by the Nationale Hypotheek Garantie (NHG).

The mortgages in all the transactions were originated and
serviced by SNS Bank N.V. (SNS, 'BBB+'/Stable/'F2') and its
subsidiaries. In December 2011, SNS restructured the three Pearl
transactions.  On the restructure date, the proceeds of the
mezzanine class S notes were used for a partial redemption of the
class A notes.  The class S notes rank senior to the class B
notes, but junior to the class A notes, leading to an increase in
class A credit enhancement (CE) levels across the three Pearl
transactions.

The affirmation follows a performance review of the underlying
assets in the portfolios using the updated loan-by-loan level
data and the assessment of the CE available to the rated
tranches.

In the past 12 months, SNS has been approaching higher risk
delinquent borrowers (those with an expected loss greater than
EUR1,500) in their early arrears stage.  The bank has offered
budget coaching services to assist borrowers with their monthly
installments and thus try to reduce the level of arrears.  Based
on the information provided by SNS, cumulative defaults are low
and losses to date in the series are mostly covered by the NHG
guarantee.  Although this information is not available in the
investor reports, the agency was able to collect data on actual
defaults and losses, which it used in the analysis of the
transactions.

In Fitch's view, the portion of arrears in the Pearl portfolios
are mainly driven by an increase in the portion of loans in late
stage arrears.  For instance, over 50% of the three-month plus
arrears in the Pearl series are loans with six or more unpaid
monthly installments.

Fitch understands that the foreclosure process is initiated once
a borrower reaches 82 days in arrears.  Once the foreclosure
process is completed, properties are sold either on the market or
via auctions.  Fitch has been informed by SNS that there is a
strong preference for private sales against public auctions as
the former has historically shown a higher recovery rate.  As a
result, based on the information received from SNS's total
mortgage book, private sales have accounted for 70% of all sold
properties.

In Fitch's opinion, the low level of activity in the residential
market means that consensual sales have become more difficult and
take longer to complete, which resulted in higher three-month
plus arrears figures.  This is evident as the servicer reported
the average time to sell a property via a private sale has
increased to 18 months from 12 months in the past four quarters.
The reported foreclosure timing is slightly higher than Fitch's
base case assumption of 15 months.

Although the Pearl series benefits from guaranteed gross excess
spread of 0.25% per annum, Fitch is concerned that the current
macroeconomic environment may lead to higher future losses on
properties sold, which may not be fully covered by excess revenue
generated by the structure.  This view is reflected in the
revision of the Outlook to Negative from Stable on the class B
notes of the three transactions.  These tranches act as the first
loss pieces in these two deals and are therefore expected to see
losses allocated as house prices continue to fall and higher
losses are realised.

In June 2012, the issuer established a trigger reserve fund in
Pearl 1 and 2.  The two transactions have been trapping excess
spread generated each period since then to build up their trigger
reserve funds to their respective target amounts.  The trigger
reserve fund in the two transactions can be used to cover any
shortfalls in the senior costs, note interest payments and
principal deficiency ledger (PDL).  The September investor
reports show a build-up of EUR1.3 million and EUR780k in Pearl 1
and 2, respectively, representing 0.13% and 0.10% of their
current collateral balance.

Currently Pearl 1 and 3 are still in their revolving periods, in
line with their documentation and substitution criteria.  The
revolving period in Pearl 2 ended in January 2012.

Fitch has been informed that as of May 25, 2012 SNS transferred
the administration services to ATC Financial Services B.V. (ATC).
ATC now performs the role of an administrator and is responsible
for providing investor reporting, asset monitoring, and
distribution of loan information and valuations.  SNS also
implemented a new database system in May 2012 to enhance the
collection of borrower information (e.g. income, deposit amount
and other claims) on the bank's entire mortgage book.  The agency
views this change as a positive as the quality of the investor
reporting has improved and loan-by-loan level data is made
available on a quarterly basis.

The rating actions are as follows:

Pearl Mortgage Backed Securities 1 B.V.

  -- Class A (ISIN XS0265250638): affirmed at 'AAAsf'; Outlook
     Stable
  -- Class S (ISIN XS0715998331): affirmed at 'BBB+sf'; Outlook
     Stable
  -- Class B (ISIN XS0265252253): affirmed at 'Bsf'; Outlook
     revised to Negative from Stable

Pearl Mortgage Backed Securities 2 B.V.

  -- Class A (ISIN XS0304854598): affirmed at 'AAAsf'; Outlook
     Stable
  -- Class S (ISIN XS0715998760): affirmed at 'BBBsf'; Outlook
     Stable
  -- Class B (ISIN XS0304857690): affirmed at 'Bsf'; Outlook
     revised to Negative from Stable

Pearl Mortgage Backed Securities 3 B.V.

  -- Class A (ISIN XS0343673611): affirmed at 'AAAsf'; Outlook
     Stable
  -- Class S (ISIN XS0716055743): affirmed at 'BB+sf'; Outlook
     Stable
  -- Class B (ISIN XS0343676044): affirmed at 'Bsf'; Outlook
     revised to Negative from Stable



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


SONGA OFFSHORE: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Songa Offshore SE's
("Songa") corporate family rating (CFR) and probability of
default rating (PDR) to B3 from B2. The outlook is stable.

Ratings Rationale

The rating action follows continued operational setbacks and
increased yard time announced with the 3Q 2012 results, leading
to credit metrics that are no longer appropriate for the B2
rating. Furthermore it reflects Moody's view of weak covenant
headroom going forward, despite Moody's expectation that the sale
of the Songa Eclipse should alleviate the breach that occurred in
3Q.

The B3 CFR also reflects the still high adjusted leverage,
expected at around 5.5x in FY2012, pro-forma for the sale of the
Eclipse, in the context of Songa's exposure to oil industry
cyclicality, small operational asset base with only five rigs
(although four advanced rigs are under construction) and low
diversification. The rating also considers the weak operational
track record and recent departure of the CEO, combined with
uncertainty over the company's strategic management.

However, the B3 CFR also incorporates Songa's operations in
midwater drilling, including in the North Sea that provides some
barriers to entry, and the strong revenue visibility over the
next several years as demonstrated by its substantial USD6.9
billion contract backlog.

Songa reported 3Q 2012 results below Moody's expectations as a
result of continued low utilization of the Eclipse (at 68%) and a
further prolonged yard stay for the upgrade of the Trym, with the
delay now totaling over 50 days. Moody's now expects leverage at
around 5.5x in FY2012, pro-forma for the sale of the Eclipse. It
also announced several months of delays on the deliveries of the
first three Cat-D rigs. While Moody's understands that these will
not have any cost penalty implications for Songa, it will delay
Songa's growth to a more diverse company and the start of revenue
generation from the assets. Going forward, the company has
indicated that it's revised strategy is to be a pure midwater rig
operator, with a focus on the Norwegian Continental Shelf (NCS).
However, Moody's will continue to assess the stability of this
strategy considering past performance. In FY2013, Moody's expects
Songa to benefit from the upgrades and long-term contracts on the
three rigs on the NCS and leverage to fall by over 1x.

Songa's liquidity is adequate for its near-term requirements. The
sale of the Eclipse to Seadrill for US$590 million should provide
US$280 million in cash after mandatory repayment of debt. Moody's
expects this will enable it to meet all cash obligations over the
next 12 months, including around US$250 million in capex still
required for the Trym and Delta upgrades following a series of
delays. However, after covenant breaches this year, Moody's
continues to view headroom under the covenants as tight.

The stable outlook reflects Moody's expectation that the sale of
the Songa Eclipse should remove near-term liquidity risks,
supported by the company's contract backlog and a supportive
operating environment. It also assumes that covenants will pose
no issues for the company.

There is limited potential for upward pressure given the recent
rating action. However, it is possible if Songa reduces
debt/EBITDA to below 4.0x on a sustained basis, and demonstrates
a track record of strategic consistency, operating reliability
and substantial liquidity. Any upgrade would also anticipate
sustained improvements in free cash flow generation. Further
negative pressure on the rating would likely result if there is a
lack of improvement in fleet utilization and operational
performance, any further delays in delivery of new vessels
currently under construction, a failure to contract vessels at
suitably high dayrates or if the covenant concerns are not
addressed.

The principal methodology used in rating Songa Offshore SE was
the Global Oilfield Services Rating Methodology published in
December 2009.

Songa, established in Norway in 2005 and listed on the Norwegian
stock exchange with a market capitalization of approximately
NOK1.6 billion, has grown rapidly through both acquisitions and
some re-commissioning of second-hand floaters and currently has a
fleet of six semisubmersibles, with four under construction. For
the year ending December 2011, it reported revenue of about
US$500 million.



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


LOT AIRLINES: Seeks PLN1-Bil. in Aid; Board Axes Chief Executive
----------------------------------------------------------------
Jan Cienski at The Financial Times reports that Lot Polish
Airlines has asked for PLN1 billion in aid, and the full amount
of help could come to PLN1.5 billion.

"This is an unbelievable sum," the FT quotes an aviation expert
as saying.  "The airline only has revenues of about 3bn zlotys."

The aviation expert said that without an immediate cash infusion,
Lot will fail to pay its bills for fuel, airport fees and
salaries, the FT notes.

The aid request stunned the government, which owns 68% of the
airline, and a furious Mikolaj Budzanowski, treasury minister,
called for the head of chief executive Marcin Pirog, blaming him
for the debacle, the FT relates.

Mr. Pirog, who had served just over two years -- longer than the
average for Lot chief executives in recent years -- was removed
by the board, the FT discloses.

Mr. Pirog told a parliamentary committee this year that the
airline -- which lost PLN145 million in 2011 -- was on course to
turn a profit, the FT recounts.  Lot was supposed to be ending
the year with a PLN52 million (US$16.8 million) net profit, the
FT notes.

Lot has put some of the blame for its troubles on a fall in
business-class sales because the financial crisis is prompting
many people to fly economy instead, the FT discloses.

But the airline faces deeper structural problems, something with
which many other small flag carriers are struggling, the FT says.

According to the FT, Lot faces competition at the bottom end from
carriers such as Ryanair and Hungary's Wizz Air, while airlines
such as Lufthansa siphon off higher-end Polish travelers.

The most viable solution would be to sell Lot, but a law
reserving 51% of the shareholding votes for the government makes
it an unattractive partner for a potential European buyer, the FT
notes.

The Polish government has held out hopes that Turkish Airlines or
Air China might rescue the airline, but European Union rules
barring non-member-state carriers from taking more than a 50%
stake in any EU airline make that sort of transaction unlikely,
the FT states.

Headquartered in Warsaw, Poland, Polskie Linie Lotnicze LOT, or
LOT Polish Airlines -- http://www.lot.com-- serves about a dozen
cities in Poland and about 120 destinations across Europe and
North America.  Subsidiaries include regional carrier EuroLOT and
charter operator Centralwings.  Overall, LOT and its affiliates
maintain a fleet of about 55 aircraft, consisting of Embraer
regional jets, Boeing 767s and 737s, and ATR turboprops.  The
airline is a member of the Star Alliance marketing group, and LOT
serves many of its North American destinations through code-
sharing with Star partners United Airlines and Air Canada.
(Code-sharing allows airlines to sell tickets on one another's
flights and thus extend their networks.) The Polish government
owns 68% of the company.



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


* KURSK REGION: Fitch Assigns 'BB+/B' Currency Ratings
------------------------------------------------------
Fitch Ratings has assigned Russia's Kursk Region Long-term
foreign and local currency ratings of 'BB+', a Short-term foreign
currency rating of 'B' and a National Long-term rating of
'AA(rus)'.  The Outlooks for the Long-term ratings are Stable.

The region's ratings reflect its sound budgetary performance, low
direct risk, controlled contingent liabilities and large self-
financing of capex.  However, the ratings also factor in the
region's modest economy and growing pressure on its operating
expenditure, which leads to some deterioration of its budgetary
performance and a forecasted debt increase in 2013-2014.

Fitch notes that sustaining its sound operating balance above 20%
of operating revenue for two consecutive years coupled with the
maintenance of strong debt metrics in line with Fitch projections
would lead to an upgrade in the ratings.  Conversely, the
region's inability to control the growth of its operating
expenditure leading to a significant debt increase and the
deterioration of its debt coverage (direct risk to current
balance) ratio above average debt maturity would lead to a
downgrade.

Fitch expects the region's operating balance to slightly
deteriorate in 2012-2014, but remain sound averaging 16% of
operating revenue.  The region demonstrated sound budgetary
performance in the past with an operating margin averaging 21.5%
in 2010-2011.  Expected deterioration of operating performance is
attributed to increased pressure on operating expenditure caused
by election promises and reallocation of expenditure
responsibilities among budget tiers, including the one in health
care.

The region's capex averaged 30% of total spending in 2009-2011,
which is high compared with other Russian regions.  About 50% of
capital outlay is financed from the current balance which
indicates the region's high self-financing capacity of its capex.
Fitch notes that significant capex could increase operating
expenditure in the future to maintain completed infrastructure
objects.  The region has flexibility to decrease capital
expenditure, which, in Fitch's view, will be the case in 2013-
2014.

Fitch assumes that increasing pressure on expenditure could force
the region to borrow from the market in 2013-2014.  However, the
region's indebtedness will remain low at below 15% of current
revenue.  The region had a very low debt burden in the past,
while the direct risk composed of subsidized budget loans from
the federal budget accounted for 6% of current revenue at end-
2011.

The region's contingent liabilities are well-controlled and
decreasing.  The region has not provided guarantees since 2008
while the stock of guarantees issued to agricultural companies
during 2005-2007 is diminishing and will amount to RUB0.5bn by
2014 (1.5% of expected 2014 operating revenue).  The debt of
public-sector entities is negligible.

The overall scale of the local economy remains modest with GRP
per capita being 7% lower than the national average.  However,
the region's economy demonstrates stable growth and exceeded
national growth in 2011.  The region has a diversified industrial
sector and is well positioned in agriculture.

Kursk Region is located on the south of European Russia and is
the part of Central Federal District.  The region contributed
0.5% of the Russian Federation's GDP in 2010 and accounted for
0.8% of the country's population.


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


BBVA EMPRESAS 6: Fitch Affirms 'BBsf' Rating on Class C Notes
-------------------------------------------------------------
Fitch Ratings has downgraded BBVA Empresas 6, FTA's class A and B
notes and removed them from Rating Watch Negative (RWN)as
follows:

  -- Class A (ES0314586001): downgraded to 'A+sf' from 'AA-sf';
     off RWN; Outlook Negative
  -- Class B (ES0314586019): downgraded to 'BBB+sf' from 'A-sf';
     off RWN; Outlook Negative
  -- Class C (ES0314586027): affirmed at 'BBsf'; Outlook revised
     to Negative from Stable

The downgrades reflect the transaction's exposure to Banco Bilbao
Vizcaya Argentaria (BBVA; 'BBB+'/Negative/'F2') as counterparty.
BBVA, which acts as servicer, account bank and hedging agent, was
downgraded on June 11, 2012 and is currently not an eligible
counterparty according to transaction documentation.

Since June, BBVA has not taken any of the remedial actions stated
in the transaction's initial documentation in case of a downgrade
of the counterparty below the specified threshold, and has
expressed its intention to amend the documentation.  Fitch
expects the initial documentation to be respected during the life
of the transaction.

Fitch has observed that for transactions fully retained by
originators, it is more common to see amendments or restructuring
of the transactions to preserve eligibility as ECB collateral,
rather that compliance with the initial documentation.

The class B notes' rating is linked to BBVA's rating.  The notes
cannot withstand a higher rating stress in absence of the reserve
fund, held at the treasury account at BBVA.

The affirmation of the class C notes reflects the sufficiency of
credit enhancement, commensurate with their rating.

The portfolio has amortized to 74.5% of its initial balance,
allowing the notes to accumulate credit enhancement to offset the
deterioration of the pool.  In H212, 90d+ delinquencies rose to
6.1% in October and 180d+ delinquencies increased to 3.4%;
however there are no defaulted assets in the pool.  Fitch
calculates 90d+ and 180d+ as the ratio between the outstanding
balance of loans more than 90 or 180 days delinquent and the
outstanding balance of the pool.

The Negative Outlook on the notes reflects Fitch's negative view
on the sovereign and on BBVA, both of which have a Negative
Outlook.

BBVA Empresas 6 is a static, cash-flow securitization of an
initial EUR1.2 billion portfolio of secured and unsecured loans
granted to Spanish SMEs, self-employed individuals (SEIs), large
enterprises and corporates, granted by Banco Bilbao Vizcaya
Argentaria for the purpose of financing business activities.


PYME VALENCIA 1: Fitch Affirms 'Csf' Rating on Class E Notes
------------------------------------------------------------
Fitch Ratings has affirmed PYME Valencia 1, F.T.A.'s ratings and
removed the senior class A2 notes from Rating Watch Negative
(RWN), as follows:

  -- EUR90.0m Class A2 (ISIN ES0372241010): affirmed at 'Asf';
     off RWN; Outlook Stable
  -- EUR47.6m Class B (ISIN ES0372241028): affirmed at 'BBsf';
     Outlook Negative
  -- EUR34.0m Class C (ISIN ES0372241036): affirmed at 'CCsf'; RE
     25%
  -- EUR13.6m Class D (ISIN ES0372241044): affirmed at 'CCsf'; RE
     0%
  -- EUR15.3m Class E (ISIN ES0372241051): affirmed at 'Csf'; RE
     0%

The removal of the senior class A2 notes from RWN follows the
implementation of remedial actions by Banco de Valencia ('BB-
'/Rating Watch Positive/'B') following the downgrade of Banco
Popular Espanol ('BB+'/Stable/'B'), which held the roles of
account bank and paying agent.  These roles were moved to
Barclays Plc ('A'/Stable/'F1'), in accordance with the
transaction's documentation.  Fitch considers Barclays Plc an
eligible counterparty, according to the agency's counterparty
criteria, to support a rating up to the rating cap of 'AA-sf' for
Spanish structured finance transactions.

Banco de Valencia maintains a dynamic commingling reserve (CR),
held at Barclays Plc, which will be utilized to redeem the items
in the priority of payments in case of a commingling loss or a
servicer's disruption event.  The CR is updated monthly and it is
sized for 1.5x the expected collections' notional at 10%
prepayment rate.  As of November 2012, the CR's notional was
EUR8.9m.

The affirmation of the class A2 notes reflects the notes'
available credit enhancement (CE) in relation to the performance
of the underlying loan portfolio.  Despite the deterioration in
the portfolio's performance, the structural CE of 42.5% is
sufficient to withstand the agency's 'Asf' rating stress
scenario.  Current defaults and loans more than 90 days in
arrears account for 16.2% and 4.8% of the outstanding portfolio
balance, respectively.  The principal deficiency ledger (PDL)
balance has increased to EUR16.4 million compared to EUR6.5
million as of the last review.

The affirmation of the class B notes reflects the structural CE
of 16.8%, which enables them to withstand Fitch's 'BBsf' rating
stress scenario.  The Negative Outlook reflects the agency's
concerns that any further deterioration in the portfolio's
performance may lead to a downgrade of the notes.  Additionally,
Fitch views as additional risks for the transaction the increased
obligor concentration due to the portfolio's deleveraging and the
high portfolio exposure to the troubled Spanish real estate
sector.  As of the October 2012 investor report, the top 20
obligors accounted for 29.5% of the outstanding balance, while
loans to the real estate and building & materials sectors account
for 47.8% of the outstanding portfolio.

The 'CCsf' rating on the class C and D notes reflects the low CE
available to the notes and their subordinated position in the
capital structure.  CE for the Class C and D notes is not
sufficient to pass Fitch's base case expected loss rate and their
repayment is solely dependent on the recoveries realised on
defaulted assets.

The 'Csf' rating on the class E notes indicates that a default
appears inevitable.  The notional of the reserve fund (RF) will
be applied to redeem the notes.  Fitch views that it is unlikely
that the RF, which has been fully depleted since September 2009,
will be replenished to its required amount of EUR13.5 million
before the notes' maturity.

PYME Valencia 1, F.T.A. is a cash-flow securitization of loans
granted to Spanish small and medium enterprises (SMEs) by Banco
de Valencia.  The transaction is substantially collateralized
with 94% of the loans secured by real estate properties.


TDA CAM: Fitch Takes Rating Action Various Tranches
---------------------------------------------------
Fitch Ratings has affirmed 33 and downgraded three tranches of
the TDA CAM series.  The agency has also removed 26 tranches from
Rating Watch Negative (RWN).

The TDA CAM series features loans originated by Banco CAM, which
is now part of Banco Sabadell ('BB+'/Stable/'B'), to borrowers
located mainly in the Valencia region of Spain.

The downgrade of the senior notes in TDA CAM 9 is mainly due to
the weaker performance of the underlying assets in the past 12
months and the insufficient levels of credit support available to
the rated tranches.  The removal of the RWN is due to the
implementation of remedial action and amendment of documentation
following the downgrade of CECABANK, S.A ('BBB-'/Negative/'F3').

The account bank and paying agent roles have now been transferred
to Barclays Bank Plc ('A'/Stable/'F1') from CECABANK, S.A in TDA
CAM 1-9.  In Fitch's view, Barclays Bank Plc is an eligible
counterparty to support even the highest structured finance
ratings.

To date, the interest rate swaps remain with CECABANK, S.A in TDA
CAM 1-9.  These swaps remain eligible as collateral is being
posted at the swap collateral account bank at Barclays Bank plc.
However, Fitch understands that these are soon to be replaced by
an entity rated at least 'A'/'F1'.

In TDA CAM 11 and 12, the account bank roles have been
transferred to Banco Santander ('BBB+'/Negative/'F2') from
CECABANK S.A, and the replacement counterparty trigger
documentation has been amended to impose remedial actions in case
of a downgrade of the counterparty to 'BBB'/'F2'.  In Fitch's
view, this revision of the transaction documentation means that
the entities involved in the transactions' structures are able to
support a maximum rating of 'A+sf'.  As such, the agency has
removed the RWN on the notes rated above 'BBBsf' in these two
deals.

Fitch believes that the recoveries to date in these transactions
have been a result of the originator purchasing defaulted assets
at prices that are preferential to the issuers, thereby boosting
recoveries.  This view is based on the absence of repossessions
at the SPV level in all 11 deals and the stronger than average
recovery rates observed.

The agency understands that following the integration of Banco
CAM into Banco Sabadell, this practice is set to discontinue, and
therefore the timing and amount of future recoveries will become
more uncertain, potentially resulting in increased losses for
these transactions.  This concern is reflected by the Negative
Outlook on the junior notes rated above 'CCCsf' in these deals.

TDA CAM 1-4 are the most deleveraged transactions in the series,
with pool factors below 35% as of September 2012.  The level of
arrears in all four transactions has risen over the past 12
months, although they remain low in comparison with the later
deals.  As of September 2012, the portion of loans in arrears by
more than three months as a percentage of the collateral balance
(3m+ arrears) stood at between 1.0% and 1.8% compared to 0.4% and
0.9% in September 2011.

Arrears levels have risen, but the assets within the portfolios
are well seasoned, with low current loan to value ratios (CLTV)
following principal repayment.  The affirmations of the notes are
primarily due to the credit enhancement that has built up as a
result of the deleveraging and also the strong recovery prospects
due to the low CLTVs.

The notes issued under the TDA CAM 5-8 deals have also been
affirmed despite the slight deterioration in performance.  As of
September 2012, the 3m+ arrears level stood at between 3.1% and
4.8% compared with 1.9% and 2.8% in September 2011.

The weaker performance and resulting higher level of defaults
have led to reserve fund draws in all four deals, with the
current reserve fund levels at 80%, 56%, 72% and 68% of target in
TDA CAM 5-8, respectively.

Despite the weaker performance, Fitch has affirmed the notes as
the agency deems the levels of credit enhancement to be
sufficient to withstand the respective stresses.

TDA CAM 9 continues to be the worst performer in the series, with
higher arrears levels and cumulative gross defaults reaching 9%
of the initial pool compared with 6.7% 12 months ago.  The higher
provisioning requirements have put pressure on the credit
enhancement levels available to the notes, as excess spread
generated to date has been insufficient to clear period defaults,
leading to a fully depleted reserve fund at the last interest
payment date.

The continued high level of defaults, in combination with
insufficient excess spread generated and the absence of a reserve
fund has now led to a build-up of un-provisioned defaulted loans
(EUR3.2m as of November 2012).

Fitch believes that the build-up of un-provisioned defaults and
the subsequent negative carry effects may add further pressure to
this transaction.  The downgrade of the senior notes and the
Outlook Negative across the structure reflect these concerns.

TDA CAM 11 and 12 are the most recently closed transactions in
the series and feature loans originated in late 2007 and early
2008.  Performance has been slightly stronger than that of TDA
CAM 9 as a result of the tougher underwriting criteria
implemented post 2007.

As of September 2012, the level of 3m+ arrears stood at 3.9% and
3.3% in TDA CAM 11 and 12 respectively.  The affirmation of the
notes is due to the more stable performance and the sufficient
levels of credit enhancement available for the notes.

The rating actions are:

TDA CAM 1

  -- Class A (ES0338448006) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative;
  -- Class B (ES0338448014) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative.

TDA CAM 2

  -- Class A (ES0338449004) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative;
  -- Class B (ES0338449012) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative.

TDA CAM 3

  -- Class A (ES0377990009) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative;
  -- Class B (ES0377990017) affirmed at 'A+sf'; removed from RWN
     Outlook Negative.

TDA CAM 4

  -- Class A (ES0377991007) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative;
  -- Class B (ES0377991015) affirmed at 'Asf'; removed from RWN
     Outlook Negative.

TDA CAM 5

  -- Class A (ES0377992005) affirmed at 'AA-sf'; removed from RWN
     Outlook Negative;
  -- Class B (ES0377992013) affirmed at 'BBBsf'; Outlook
Negative.

TDA CAM 6

  -- Class A2 (ES0377993011) affirmed at 'Asf'; removed from RWN
     Outlook Stable;
  -- Class A3 (ES0377993029) affirmed at 'Asf'; removed from RWN
     Outlook Stable;
  -- Class B (ES0377993037) affirmed at 'Bsf'; Outlook Negative.

TDA CAM 7

  -- Class A2 (ES0377994019) affirmed at 'Asf'; removed from RWN
     Outlook Stable;
  -- Class A3 (ES0377994027) affirmed at 'Asf'; removed from RWN
     Outlook Stable;
  -- Class B (ES0377994035) affirmed at 'Bsf'; Outlook Negative.

TDA CAM 8

  -- Class A (ES0377966009) affirmed at 'Asf'; removed from RWN
     Outlook Stable;
  -- Class B (ES0377966017) affirmed at 'BBsf'; Outlook Negative;
  -- Class C (ES0377966025) affirmed at 'Bsf'; Outlook Negative;
  -- Class D (ES0377966033) affirmed at 'CCsf'; Recovery estimate
     10%.

TDA CAM 9

  -- Class A1 (ES0377955002) downgraded at 'BBBsf'; removed from
     RWN Outlook Negative;
  -- Class A2 (ES0377955010) downgraded at 'BBBsf'; removed from
     RWN Outlook Negative;
  -- Class A3 (ES0377955028) downgraded at 'BBBsf'; removed from
     RWN Outlook Negative;
  -- Class B (ES0377955036) affirmed at 'BBsf'; Outlook Negative;
  -- Class C (ES0377955044) affirmed at 'CCCsf'; Recovery
estimate
     40%;
  -- Class D (ES0377955051) affirmed at 'CCsf'; Recovery estimate
     0%.

TDA CAM 11

  -- Class A2 (ES0377845013) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class A3 (ES0377845021) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class A4 (ES0377845039) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class B (ES0377845047) affirmed at 'A-sf'; removed from RWN
     Outlook Stable;
  -- Class C (ES0377845054) affirmed at 'BB-sf'; Outlook
Negative;

TDA CAM 12

  -- Class A2 (ES0377104015) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class A3 (ES0377104023) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class A4 (ES0377104031) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class B (ES0377104049) affirmed at 'A+sf'; removed from RWN
     Outlook Stable;
  -- Class C (ES0377104056) affirmed at 'BBsf'; Outlook Negative;



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


SCHMOLZ + BICKENBACH: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating to 'B-' from 'B' on Switzerland-
headquartered specialty long steel producer Schmolz + Bickenbach
AG. "We also removed the rating from CreditWatch with negative
implication, where we had placed it on Nov. 12, 2012. The outlook
is negative," S&P said.

"At the same time we lowered the issue rating on the company's
senior secured EUR258 million bond due in 2019 to 'B-'. The
recovery rating on the bond is unchanged at '4', indicating our
expectation of average (30%-50%, at the low end of the range)
recovery in the event of a payment default," S&P said.

"The downgrade reflects our expectation of higher leverage (debt
to EBITDA) in 2012 and 2013 than we previously anticipated. We
now foresee that Schmolz + Bickenbach will post a Standard &
Poor's adjusted debt to EBITDA ratio in excess of 8.0x in 2012,
before improving to 7.0x in 2013 under our base case. We have
also factored in our expectation that 2013 EBITDA will stay low,
consequently extending the company's risk of covenant breach into
next year," S&P said.

"We base our revised forecast on the likelihood, in our view, of
a protracted recession in the automotive industry in Europe in
2013, which accounts for about a third of Schmolz + Bickenbach's
revenue. In particular, we don't foresee a significant upturn in
Germany, which accounts for nearly 50% of group revenue on
average. Under our revised base case, EBITDA in 2012 will likely
come at about EUR140 million (after restructuring costs), versus
EUR300 million in 2011. This factors in fourth-quarter EBITDA
close to breakeven level. The roughly 50% drop in EBITDA follows
an anticipated close to 10% volume decline, illustrating the
company's high operating leverage. For the following year, we
anticipate roughly stable sales volumes, but possibly EBITDA up
slightly to US$150 million-US$160 million thanks to the
restructuring programs. Still, Schmolz + Bickenbach's EBITDA
remains hard to predict given its high operating leverage," S&P
said.

"In the absence of marked EBITDA improvement next year, the risk
of covenant breach will extend into 2013, in our view. After
obtaining covenant waiver approvals from the core banks for the
rest of 2012, the company's management will likely take proactive
actions to ensure covenant compliance next year. However, what
approach the banks will take is difficult to foresee in the
context of lingering industrial weakness in Europe and their own
reduced risk appetite," S&P said.

"We view the group's business risk profile as 'weak' and its
financial risk profile as 'highly leveraged' under our criteria.
Exposure to the export-oriented German economy, as well as
diversification in three segments of specialty steel--tool,
engineering, and long stainless steel--are competitive advantages
for Schmolz + Bickenbach compared with some peers such as Captain
Bidco (B-/Negative/--), which focuses on engineering steel and is
predominantly exposed to France. The financial risk profile is
constrained by our anticipation of high debt to EBITDA in excess
of 8.0x in 2012. Still, we think the new management team that
will be in place as of February 2013 and the board will stay
focused on deleveraging," S&P said.

"The negative outlook reflects the risk of covenant breach in
2013. We could lower the rating if Schmolz + Bickenbach didn't
reset its covenants for 2013 in a timely manner and if we
perceived waning bank support. Weaker demand than we currently
expect in 2013 and pronounced negative FOCF could also lead to a
downgrade," S&P said.

"We could revise the outlook to stable if the risk of covenant
breach in 2013 were waived successfully and in a timely manner.
For the rating on Schmolz + Bickenbach to stabilize, we would
also expect to see a stable operating environment," S&P said.

"We don't foresee rating upside for the next 12 months. Such
upside would chiefly depend on the company's deleveraging
efforts. Healthier demand in Europe and stronger cash flow
generation could support the company's debt reduction, in our
view," S&P said.



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


* ODESSA REGION: Fitch Assigns 'B' Long-Term Currency Ratings
-------------------------------------------------------------
Fitch Ratings has assigned Ukraine's Odessa Region long-term
foreign and local currency ratings of 'B', short-term foreign
currency rating of 'B' and national long-term rating of 'A(ukr)'.
The Rating Outlooks for the long-term ratings are Stable.

The ratings reflect Odessa Region's diversified economy, sound
budgetary performance and its risk free status.  The ratings also
factor in the regional budget's strong reliance on central
government decisions and the overall evolving institutional
environment in Ukraine.  The region's ratings also reflect the
strong integration of the region's budget to the national
budgetary system.

Fitch notes that an upgrade of the sovereign ratings coupled with
the maintenance of a satisfactory budgetary performance would be
positive for the region's ratings.  Conversely downward rating
pressure would arise if adverse changes in the institutional
framework for Ukrainian subnationals negatively affected the
region's budgetary performance and led to a significant
deterioration of the region's debt position.

Institutional framework governing Ukrainian regions lacks clarity
and sophistication which leads to substantial uncertainties
hindering their long-term development and budget planning.  The
region operates on a single-year budget, which, coupled with
borrowing restrictions and adherence to central government's
decisions, limits the region's investments and constrains long-
term development.  The region's capex averaged 14.5% of total
expenditure in 2007-2011.

Odessa being the largest Ukraine's region by territory, hosts
eight sea and river ports and its economy is well-diversified
across several sectors.  Services accounted for 77% of the
region's GVA in 2010.  A significant share of the region's
economy is in trade, agriculture and other services sectors of
the economy, not properly captured by the national statistics.
This is in part attributable to the region's per capita wealth
indicators being slightly behind the national average level.  The
region's administration expects economic growth at about 2%-4%
yoy in 2012-2013.

Fitch expects Odessa region's operating margin at 17%-18% in
2012-2014. Its budget will largely be balanced in 2012-2013.  The
region had a stable budgetary performance with the operating
margin averaging 17.4% in 2007-2011.  Performance was supported
by a stable tax base, as personal income tax (PIT) is a major
regional tax and has little sensitivity to economic cycles.  The
region recorded minor surpluses as it cannot contract any debt to
finance its deficit.

The region is free of direct debt and guarantees. Ukrainian law
prevents regional governments from borrowing or issuing
guarantees, limiting their financing ability.  Regional public
companies are allowed to contract debt but the region did not
provide financial information for its public companies.  Given
the low level of the international rating Fitch was of the
opinion that the information was sufficiently robust.  However,
the lower threshold of data is factored into the national rating.



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


ARCH CRU: Up 100 Financial Advice Firms Likely to Fail in 2013
--------------------------------------------------------------
Elaine Moore at The Financial Times reports that the Financial
Services Authority said up to 100 financial advice firms that
sold high-risk, illiquid Arch Cru funds to retail investors are
expected to fail next year as a result of being made to pay
compensation.

However, the regulator has claimed that the number of failures
would have doubled if it had not amended its original
compensation proposals, the FT notes.

By making investors "opt in" to its proposed GBP140 million
redress scheme -- instead of forcing advisers to make automatic
payments -- the FSA expects the total payout to be between GBP20
million and GBP40 million, the FT discloses.

According to the FT, the regulator estimates that one in six of
the advice firms that sold Arch Cru funds are at risk of failing.
As a result, the Financial Services Compensation Scheme, which
guarantees retail investments if an insolvent company cannot pay,
is expected to be left with a bill of up to GBP7 million, the FT
states.  Under the original plan, the cost to the FSCS would have
been closer to GBP33 million, the FT says.

Thousands of private investors lost money when Arch Cru funds
were suspended in 2009 due to insufficient liquidity, the FT
recounts.  At the time of suspension, the net asset value of the
funds was GBP362 million, the FT relates.


COMET: Unsecured Creditors to GBP200MM+ From Collapse
-----------------------------------------------------
Andrea Felsted at The Financial Times reports that unsecured
creditors to Comet, primarily landlords, stand to lose more than
GBP200 million from the collapse of the electricals chain.

According to the FT, a report from Deloitte, appointed as
administrator to Comet in early November, shows that unsecured
creditors were owed GBP233 million, the biggest proportion of
which is due to landlords.  However, there will be little
recovery for them, the FT notes.

The estimate assumes that Comet's more than 200 stores -- the
last of which were set close yesterday -- will remain vacant for
18 months, the FT says.  It is therefore possible that the loss
could be lower if units are let more quickly, the FT states.

Taxpayers are also set to shoulder a bill of about GBP50 million,
with HM Revenue & Customs set to miss out on GBP26 million in
taxes owed by the group, the FT discloses.  The government is
also expected to step in to cover about GBP23 million of
redundancy costs, amid Comet's close to 7,000 job losses, as
there are insufficient funds to meet these payments, the FT
notes.

In contrast, OpCapita, the private investment firm that acquired
Comet less than a year ago, stands to recover about GBP50 million
from the administration, after a GBP145 million shortfall, the FT
says.

A GBP50 million dowry received from Kesa -- now known as Darty --
was paid into the investment vehicles Hailey Holdings and Hailey
Acquisitions, the FT discloses.

The report shows that Hailey Acquisitions was repaid a GBP9.5
million loan before the administration, the FT notes.

Fees to the administrator, lawyers and agents are estimated at
GBP10.4 million, according to the FT.

Comet collapsed after it ran out of cash as it tried to stock up
for the crucial Christmas trading period, the FT recounts.

Deloitte remained in talks with a "small number of parties" for
the sale of Comet's internet business and brand, the FT relates.

The report shows that Comet incurred more than GBP150 million of
losses in the past two and a half years, the FT discloses.

Headquartered in Rickmansworth, Comet is an electrical retailer.
Comet operates out of 236 stores across the UK, and employed
6,611 people -- a full time equivalent workforce of 4,682
employees.

Neville Kahn [ nkahn@deloitte.co.uk ]; Chris Farrington [
cfarrington@deloitte.co.uk ] and Nick Edwards of Deloitte were
appointed Joint Administrators to Comet on Nov. 2, 2012.
Deloitte said like many other retailers, Comet has been hit hard
by the uncertain economic environment, slow consumer spending and
lack of consumer confidence.  Despite significant investment in
the business and the efforts of the experienced management team,
Comet has struggled to compete with online retailers which have
far lower overhead costs and can offer cheaper products, Deloitte
added.


GROUPAMA INSURANCE: S&P Upgrades IFS Ratings From 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services raised its insurer financial
strength ratings on Groupama Insurance Co. Ltd. (Groupama U.K.)
to 'BBB'. "At the same time, the ratings were removed from
CreditWatch, where they were placed with positive implications on
Oct. 5, 2012. The outlook was stable," S&P said.

The ratings were subsequently withdrawn as Groupama U.K. does not
form part of the wider Groupama S.A. group, following its
acquisition by Ageas U.K. Ltd.

"On Nov. 14, 2012, Ageas U.K. publicly confirmed that it had
completed its acquisition of Groupama U.K. Following the initial
acquisition announcement, we explicitly stated that if the
acquisition were to go through, the rating on Groupama U.K. would
be based on our assessment of its stand-alone financial and
business characteristics. Given that the transaction has
successfully completed, we are raising the rating on Groupama
U.K. to 'BBB'. Subsequently, all ratings have been withdrawn,"
S&P said.

"At the time of the withdrawal, the ratings on Groupama U.K.
reflected our view of its good stand-alone credit
characteristics. These include its good and stable
capitalization, a good and improving operating performance, a
conservative investment portfolio, and a good competitive
position. Partially offsetting these strengths are the long-term
uncertainty surrounding the insurer's underperformance in its
commercial motor and property accounts and Groupama U.K.'s
concentration in the very competitive U.K. motor insurance
market, from which it derived 51% of its premiums in 2011," S&P
said.

"We expect Groupama U.K.'s capitalization to remain good and
stable. Groupama U.K.'s capital adequacy at year-end 2011, based
on Standard & Poor's capital model, was good. The level of
capitalization is supported by an appropriate level of reserving
and adequate level of reinsurance coverage. There is no material
exposure to eurozone debt; this mitigates volatility and keeps it
at an acceptable level. We do not anticipate that Groupama U.K.
will need to source external capital in the short-to-medium term.
We do not expect any material changes in management of capital by
Groupama U.K.," S&P said.

"Groupama U.K.'s operating performance improved significantly in
2011. The company's combined ratio improved to 97.8% in 2011,
down 7% on the previous year. (Lower combined ratios indicate
better profitability. A combined ratio of greater than 100%
signifies an underwriting loss.) The improvement stems mainly
from the company's personal motor and household accounts.
Strategic rebalancing of the personal motor and household
portfolios toward low-risk, nonstandard segments has borne fruit,
lowering the combined ratio for these segments from year to year.
Our base-case projection for the company's operating results
would be a combined ratio in the 98%-100% range for the full year
2012," S&P said.

"The company maintains a conservative investment portfolio, with
no equity, solely investing in fixed income. It has no exposure
to eurozone debt. We expect Groupama U.K.'s portfolio to remain
relatively unchanged going forward," S&P said.

"We view Groupama U.K.'s competitive position as good, supported
by its diversified book, with a strong niche focus, established
broker base, and recognizable brand. The company's competitive
position is strengthened by its diversified broker distribution
channels, supported by a number of core and longstanding
relationships, even if some counterparty risk exists. GUK Broking
Services, which operates in specialist areas, has until recently
enhanced the company's strategic focus on specialist areas by
enabling it to target niche customers and identify new
opportunities. However, Ageas U.K. has acquired the Groupama
group's U.K. non-life insurance business, but excludes its
broking services. During the first half of 2012, the broking
services contributed 17% of the insurer's revenues. We anticipate
that, although there is some uncertainty regarding the longevity
of Groupama U.K.'s broker relationships, its competitive position
will not be undermined," S&P said.

"Partially offsetting these strengths are the insurer's
concentration in the very competitive U.K. motor insurance
market, from which it derived 51% of its gross written premiums
in 2011, and the insurer's underperformance in its commercial
motor and property accounts, where it reported combined ratios of
124% and 116%, respectively. Prospects for premium growth in the
U.K. are relatively limited; Standard & Poor's expects that price
increases will be limited in personal lines for the next few
years. Therefore, Groupama U.K.'s top line could be affected by a
stagnating market with limited growth for the next two to three
years," S&P said.

The outlook at the time of the withdrawal was stable.


RANGERS FOOTBALL: Free-Ranging Pay Likely to Affect Planned IPO
---------------------------------------------------------------
Kate Burgess at The Financial Times reports that Glasgow Rangers
Football Club is floating on Aim this week.

According to the FT, the shares are being served up at 70p each
to loyal fans and professional investors.

The club went into administration in February, having racked up
debt and a tax bill of epic proportions, and was relegated to
Scotland's third division, the FT recounts.  It was just another
case of a football company with poor financial controls paying
players 10 times more in a week than most people earn in a year,
the FT states.

Charles Green, Rangers' chief executive and a veteran of
Sheffield United, reckons he can raise Rangers up without
borrowing or overpaying for new talent, the FT discloses.  He has
promised to cap the payroll at a third of revenues, the FT
relates.  That will be easy for the next year while Rangers is
banned by the Scottish Football Association from transferring
players, the FT notes.  However, it will be hard to hold the wage
bill back once Rangers starts playing top-tier football where pay
averages two-thirds of revenues, the FT says.

Soccer's governing bodies may be pushing for greater financial
discipline and player fees may come down, but it will take time,
according to the FT.

Mr. Green can only be sure of keeping his promise if he makes
more of Rangers' brand and revenues soar, the FT states.  Fans
should brace themselves for a rise in ticket prices, the FT
notes.

According to the FT, brokers expect total sales to rise 45% in
two years to GBP46 million, lifting the club out of loss into
GBP12 million in pre-tax profits by 2015, as long as costs are
stable.  But all it needs is a couple of players paid GBP100,000
a week to derail those estimates, the FT says.  It is notoriously
hard to scramble into revenue-generating leagues without
destroying profitability by overpaying players, the FT notes.

                   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.


VANWALL FINANCE: Fitch Affirms 'B-sf' Ratings on Two Loan Classes
----------------------------------------------------------------
Fitch Ratings has affirmed Vanwall Finance plc, as follows:

  -- GBP164.8m class A (XS0242555570) affirmed at 'AAAsf';
     Outlook Stable
  -- GBP87.1m class B (XS0242558244) affirmed at 'BBBsf'; Outlook
     Stable
  -- GBP34.9m class C (XS0242558913) affirmed at 'BBsf'; Outlook
     Stable
  -- GBP17.4m class D (XS0242559994) affirmed at 'Bsf'; Outlook
     Stable
  -- GBP31.8m class E (XS0242561032) affirmed at 'B-sf'; Outlook
     Stable
  -- GBP10.2m class F (XS0242561891) affirmed at 'B-sf'; Outlook
     Stable

The affirmations reflect the underlying loan's stable performance
since the last rating action in January 2012.  Total net income
has increased to GBP34.8 million from GBP27.5 million at closing
due to various rental uplifts (both indexed to RPI and to market
rent) under the terms of the lease agreements.

As a result of the exposure to the sole tenant, Toys 'R' Us
Limited, the UK subsidiary of Toys 'R' Us Inc. ( 'B'/Stable),
Fitch assumes a day-one default of the tenant in all rating
scenarios and consequently a default on the loan.  Fitch
estimates the leverage to be in excess of 100%, which indicates
that the borrower could face major difficulties at loan maturity
should the performance of the tenant decline.  In this scenario
the agency believes classes E and F would be subject to potential
losses.

Under scenarios where the tenant continues to meet its rental
obligations, Fitch estimates a loan-to-value (LTV) ratio for the
securitized A-note and whole loan at 83% and 98%, respectively.
While an orderly refinancing may also be challenging under these
assumptions, a gradual sell down of the assets and concurrent
loan amortization through substantial excess rental income should
ease the full repayment of the securitized bonds (reported
interest coverage ratio stands at 2.0x, but it is likely to
significantly improve after loan maturity, when the interest rate
swap would have expired).

Vanwall Finance plc is the securitization of a single loan
secured by a portfolio of 29 retail warehouses and a single
distribution warehouse, all fully-let to Toys 'R' Us Limited on
identical leases with 22 years remaining.



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


* S&P Takes Various Rating Actions on 19 European CDO Tranches
--------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on 19 European collateralized debt obligation (CDO)
tranches.

Specifically, S&P:

- Placed on CreditWatch negative its ratings on five tranches;

- Removed from CreditWatch negative its ratings on four
   tranches;

- Lowered its ratings on seven tranches;

- Lowered and placed on CreditWatch developing its ratings on
   two tranches; and

- Placed on CreditWatch positive its rating on one tranche.

For the full list of 's rating actions see "List Of European
Synthetic CDO Rating Actions At Dec. 17, 2012 Following Dependent
Rating Actions."

"The rating actions on these 19 tranches follow our recent rating
actions on the underlying collateral, reference obligation, or
guarantor. Under our criteria applicable to transactions such as
these, we would generally reflect changes to the rating on the
collateral, reference obligation, or guarantor in our rating on
the tranche," S&P said.

              STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

           http://standardandpoorsdisclosure-17g7.com.


                            *********

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

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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written permission of the publishers.

Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
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                 * * * End of Transmission * * *