TCREUR_Public/130213.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Wednesday, February 13, 2013, Vol. 14, No. 31

                            Headlines



B E L G I U M

ONTEX IV: Moody's Affirms 'B2' CFR After Tap on Sr. Secured Notes


F R A N C E

CMA CGM: Inks Debt Restructuring Deal with Banks


G E R M A N Y

CART 1: Fitch Affirms 'CC' Rating on Class E Notes
PRAKTIKER AG: Closes Stores in Turkey Following Unit's Insolvency


I C E L A N D

GLITNIR BANK: Administrators to Refund Salary Payments


I R E L A N D

ANGLO IRISH: High Court Seeks Definite Answer on Solvency in 2009
ANGLO IRISH: Liquidation Redundancy Terms Expanded, IBOA Says
B&Q IRELAND: High Court Set to Confirm Appointment of Examiner
IRISH BANK: Bondholders to Get EUR750MM From Liquidation
* IRELAND: Finance Ministers Cap Rescue Fund Amount at EUR40-Bil.


I T A L Y

AGRI SECURITIES 2008: S&P Lowers Rating on Class B Notes to 'CC'
BANCA POPOLARE: Italy Puts Firm Into Administration


L I T H U A N I A

UKIO BANKAS: In Receivership, Bank of Lithuania Halts Operations


L U X E M B O U R G

CIRSA FUNDING: Moody's Rates EUR100MM Senior Notes Offering 'B3'


N E T H E R L A N D S

HOLLAND HOMES: Fitch Affirms 'BB' Rating on Class B Notes
POLYCONCEPT FINANCE: Moody's Assigns 'B2' CFR; Outlook Stable
QUEEN STREET: Moody's Affirms Ba3 Rating on EUR20MM Cl. E Notes
* NETHERLANDS: Bankruptcy Figures Reach 715 in January


P O R T U G A L

PORTUGAL TELECOM: S&P Cuts Corporate Credit Rating to 'BB'


S P A I N

BANCO CEISS: Spain Nationalizes Ailing Regional Lender


T U R K E Y

BURGAN BANK: Moody's Upgrades Long-Term Deposit Ratings to 'Ba2'
HIKMET TANRIVERDI: Files Bankruptcy Protection for Four Companies


U N I T E D   K I N G D O M

ARROW GLOBAL: Moody's Assigns 'B2' CFR; Rates Sr. Sec. Bond 'B2'
HM REVENUE: Denies Lack of Cash To Wind Up Companies
JOHNSTON AND MCCRORY: Creditors' Meeting Set for February 15
J.S. HAY: In Administration, 90 Jobs at Risk
REPUBLIC: Faces Administration, 1,000 Jobs at Risk

* UK: Zombie Companies Disappear at Faster Rate


X X X X X X X X

* Euro Corporate Asset Impairments Likely to Rise, Fitch Says


                            *********


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B E L G I U M
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ONTEX IV: Moody's Affirms 'B2' CFR After Tap on Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed Ontex IV S.A.'s B2 corporate
family rating, B2-PD probability of default rating as well as the
B1 rating on the company's EUR600 million senior secured notes
due 2018 and the Caa1 rating on the EUR235 million senior
unsecured notes due 2019.

The affirmation follows the company's announcement that it
intends to issue an additional EUR75 million to its EUR600
million senior secured notes to finance the acquisition of
Artsana Sud S.p.a. Moody's also assigned a B1 rating to Ontex's
proposed EUR75 million tap issue to its EUR600 million senior
secured notes. The outlook on all ratings is stable.

On January 27, 2013, Ontex BVBA, a subsidiary of Ontex, entered
into a share purchase agreement with Artsana S.p.a for the
acquisition of its business unit Artsana Sud S.p.a, which
manufactures and distributes adult incontinence products under
the brand Serenity in Italy.

Ratings Rationale:

"The affirmation of Ontex's ratings reflects Moody's view that
the acquisition of Artsana Sud will enhance Ontex's business
profile by (1) increasing its presence in the adult incontinence
market which exhibits higher growth prospects than the baby care
market in light of the ageing population in Europe, and by (2)
complementing its geographic spread given that Artsana Sud mainly
services the Italian market where Ontex had only a limited
presence so far" says Margaux Pery, lead analyst for Ontex at
Moody's.

"However, Ontex's ratings remain constrained by the company's
weak financial profile as evidenced by a gross debt/EBITDA ratio
of around 6.4x as of September 2012, which is high for the B2
rating category" adds Margaux Pery. The calculation of the
leverage as of September 2012 incorporates Moody's standard
adjustments but excludes the restructuring expenses (EUR37.5
million) related to the closure of the company's German
production plant as the rating agency deems those as non-
recurring.

Prospects for improvements in Ontex's FY2013 key financial
metrics are limited because the full effect of synergies expected
from the transaction will not be visible before 2014/2015 while
the additional debt will hamper debt-based ratios. As a result,
Moody's expects that Ontex will remain weakly positioned in its
B2 rating category in the short term with a gross debt/EBITDA
ratio (as adjusted by Moody's) in the range of 6x to 6.5x as of
December 2013. In the medium term, however, the rating agency
anticipates that market fundamentals (ageing population, higher
penetration of hygienic disposables in emerging markets and to
some extent the exit of Kimberly-Clark from the diaper market in
most of European countries) will help Ontex to regain more
financial flexibility barring any sharp increase in the company's
volatile input costs.

Moody's expects that Ontex will maintain an adequate liquidity
position over the next twelve to eighteen months. Moody's
anticipates that the company will draw under its EUR75 million
revolving credit facility in the first half of 2013 to cover the
large cash restructuring costs related to the closure of the
Recklinghausen factory as well as unusual working capital swings
related to the acquisition of Artsana Sud. As part of the
transaction, the seller will retain a portion of Artsana Sud's
receivables.

Structural Considerations

The proposed EUR75 million tap issue will occur in two steps.
First, Ontex will issue temporary notes via a special purpose
vehicle - Senior 1 S.A. -, then once the transaction has been
completed, the temporary notes which will be automatically
exchanged for the additional notes. The additional notes will be
governed by the indenture of the existing senior secured notes.
The temporary notes will not be guaranteed but the gross proceeds
from the issuance as well as funds to cover accrued interest will
be deposited in an escrow account until completion of the
acquisition. The temporary notes will be subject to mandatory
redemption if the transaction does not close by 15 August 2013.

Outlook

The stable outlook reflects Moody's expectations that Ontex will
successfully integrate Artsana Sud and maintain operating
performance in line with its B2 CFR.

What Could Change The Ratings Up/Down

Positive pressure could result if Ontex were able to achieve (on
a sustained basis): (i) a reduction in gross leverage in terms of
Debt/EBITDA to below 5.5x on the back of a turnaround in
operating performance as indicated by EBITA margins in the low
teens and positive free cash flow generation. Conversely, the
rating could be downgraded should Ontex not be able to stabilize
its operating performance as indicated by EBITA margins remaining
clearly below 10%, leverage in terms of Debt/EBITDA remaining
above 6.5x and sustained cash consumption, resulting in a
weakening liquidity profile.

The principal methodology used in this rating was the Global
Packaged Goods published in December 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Ontex, based in Zele, Belgium, is the market leading manufacturer
of private label hygienic disposables in Europe, with products
including baby diapers, adult incontinence products and femcare.
Following the secondary buyout from Candover in November 2010,
Ontex's majority shareholders are a consortium of funds
controlled by Goldman Sachs and TPG.



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F R A N C E
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CMA CGM: Inks Debt Restructuring Deal with Banks
------------------------------------------------
Gus Trompiz and Sybille de La Hamaide at Reuters report that CMA
CGM on Tuesday said the company has sealed a debt restructuring
deal with its banks as part of efforts to strengthen its
finances.

Family-owned CMA CGM had been in talks for a year with its banks
to modify its debt terms to ease the financial pressures caused
by a volatile freight market, Reuters relates.

According to Reuters, the company, which had a net debt of around
US$4.6 billion at the end of 2012, said the agreement would
partially reschedule a credit line expiring this year in new
three-year loans worth EUR280 million (US$375 million).

Reuters relates that the company said in a statement the deal
will also modify the terms of CMA CGM's bank debt to take into
account volatility in freight sector.

This means the financial ratios it will have to respect will no
longer be based on core operating profit but on its assets, which
included about US$4 billion in cash at the end of 2012, Reuters
notes.

"CMA CGM's agreement with its banks together with new equity
injection will result in a significantly more resilient and
flexible financial structure," Reuters quotes the company as
saying in a statement.

                          About CMA CGM

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-'.  The ratings agency also
lowered its 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 its expectation of
negligible (0%-10%) recovery in the event of a payment default.



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G E R M A N Y
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CART 1: Fitch Affirms 'CC' Rating on Class E Notes
--------------------------------------------------
Fitch Ratings has affirmed CART 1 Ltd (CART) and GATE SME CLO
2006-1 Ltd's (GATE) notes.

GATE's performance since the last review in March 2012 has been
stable. Additional defaults amount to EUR6.5 million, or 0.3% of
the initial pool balance. Fitch notes that there has been no
significant change in portfolio quality or concentration.
Cumulative defaults since closing equal EUR71.7 million, or 3.4%
of the initial balance.

Compared to GATE, the performance of CART since the last review
has worsened. Additional defaults are EUR23.6 million, which
corresponds to 1.4% of the initial portfolio notional. Cumulative
defaults since closing amount to EUR118.8 million, or 7.0% of the
pool at closing. In Fitch's view, the portfolio quality has
deteriorated since last review, but not significantly.

For both transactions, the credit enhancement levels have
decreased marginally since the last review due to losses that
were allocated to the junior non-rated notes. In order to analyze
the portfolio credit quality of the respective transaction, the
agency used its Portfolio Credit Model (PCM), which derives
rating-dependent default and recovery rates. In Fitch's view, the
notes' credit enhancement is commensurate with the current
ratings, which led to their affirmation.

The Negative Outlook reflects the transactions' persisting high
vulnerability to the default of a few large obligors (event
risk). The current levels of credit protection in both
transactions are relatively low. At the same time, the portfolios
are very concentrated, so that the available credit enhancement
can absorb the default of only a few large obligors. For example,
after taking into account expected recoveries the class A notes
in GATE and the class A+ in CART could survive the default of
only five and seven of the largest obligor groups, respectively.

Both transactions are currently in the replenishing phase.
Overcollateralization via subordination is the only source of
credit enhancement for the notes. Given the lack of additional
protection layers (e.g. synthetic excess spread), realized losses
are immediately written against the notes in reverse order of
seniority, thus reducing the subordination. Although the realized
losses have so far been absorbed by the non-rated junior notes,
the agency notes that no additional credit protection can be
built up as long as the transactions are replenishing.

Fitch assigns Recovery Estimates (RE) to all notes rated 'CCCsf'
or below. REs are forward-looking recovery estimates, taking into
account Fitch's expectations for principal repayments on a
distressed structured finance security. The REs assigned to the
transactions' notes are given at the end of this press release.

The transactions are partially-funded synthetic CDOs referencing
a portfolio of loans, revolving credit facilities and other
payment claims to SMEs and larger companies based predominantly
in Germany. The debt instruments were originated by Deutsche Bank
AG (rated 'A+'/Stable/'F1+').

CART

-- EUR17m class A+ notes (ISIN: XS0306449488): affirmed at
    'BBsf'; Negative Outlook
-- EUR8.5m class A notes (ISIN: XS0295190721): affirmed at
    'BBsf'; Negative Outlook
-- EUR51m class B notes (ISIN: XS0295192263): affirmed at 'Bsf';
    Negative Outlook
-- EUR17m class C notes (ISIN: XS0295192420): affirmed at 'Bsf';
    Negative Outlook
-- EUR38.25m class D notes (ISIN: XS0295192776): affirmed at
   'CCCsf'; assigned Recovery Estimate (RE) of 'RE50%'
-- EUR48.45m class E notes (ISIN: XS0295193311): affirmed at
   'CCsf'; assigned 'RE0%'

GATE

-- EUR42m class A notes (ISIN: XS0271959388): affirmed at
    'BBsf'; Negative Outlook
-- EUR26.5m class B notes (ISIN: XS0271960048): affirmed at
    'B+sf'; Negative Outlook
-- EUR7.5m class C notes (ISIN: XS0271960550): affirmed at
    'B+sf'; Negative Outlook
-- EUR20m class D notes (ISIN: XS0271961012): affirmed at
    'CCCsf'; assigned Recovery Estimate (RE) of 'RE35%'
  -- EUR15.5m class E notes (ISIN: XS0271961103): affirmed at
    'CCCsf'; assigned 'RE0%'


PRAKTIKER AG: Closes Stores in Turkey Following Unit's Insolvency
-----------------------------------------------------------------
Maria Sheahan at Reuters reports that Praktiker AG is closing its
stores in Turkey and withdrawing from the country after failing
to sell the nine stores its operates there.

According to Reuters, the company, which is battling to return to
profit, said on Monday its Turkish subsidiary filed for managed
insolvency proceedings with an Istanbul court earlier in the day.

"We cannot afford a persistent loss-maker like Turkey.  We made
intensive efforts to sell our Turkish subsidiary but could not
reach an agreement that was economically acceptable for us,"
Reuters quotes Praktiker Chief Executive Armin Burger as saying
in a statement.

Mr. Burger, as cited by Reuters, said the company should manage
to improve profitability in all other countries in which it runs
stores by adjusting structures and processes and by further
curbing costs.

Praktiker AG is a German DIY chain.



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I C E L A N D
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GLITNIR BANK: Administrators to Refund Salary Payments
------------------------------------------------------
According to Bloomberg News' Omar R. Valdimarsson, DV reported
that five creditors in failed lender Glitnir Bank are demanding
the estate's administrators to repay ISK482 million (US$3.8
million) of the ISK842 million they've paid themselves in salary
from 2009.

The creditors have lodged a formal complaint with the District
Court of Reykjavik, Bloomberg says, citing the document obtained
by the Reykjavik-based daily.

The District Court of Reykjavik has the authority to suspend the
winding up committee of Glitnir if it fails to reach an agreement
between the creditors and the administrators, Bloomberg notes.

                       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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ANGLO IRISH: High Court Seeks Definite Answer on Solvency in 2009
-----------------------------------------------------------------
Ann O'Loughlin at Irish Examiner reports that a High Court judge
has ordered a sworn "yes or no" answer must be provided by an
official of the former Anglo Irish Bank as to whether or not it
was solvent during 2009 when it allegedly issued loan facilities
to a developer being pursued for EUR88 million.

According Irish Examiner, a solicitor for Kevin Mc-Nulty had
sought orders requiring that all documents be discovered relating
to Anglo's solvency after September 2008 as part of his client's
defence to proceedings brought against him by a company belonging
to Nama, which took over the Anglo loans at issue.

One of the "fundamental defenses" advanced by Mr. McNulty and his
companies was that Anglo, which was nationalized in January 2009,
was insolvent when it purported to make the alleged loans,
solicitor John Larney said in an affidavit, Irish Examiner
discloses.

Mr. Larney, as cited by Irish Examiner, said that while there was
"a wealth of evidence in the public arena" suggesting the bank
had been insolvent since 2008, such material would not constitute
the proof required by a court and that was why discovery was
being sought.

Mark Sanfey SC, for National Asset Management Agency, opposed
discovery relating to Anglo's solvency, saying it was not
relevant to the issues to be decided in the case, Irish Examiner
notes.  Mr. Sanfey said that the loan facilities at issue were
increased, extended and refinanced between 2000 and 2009, Irish
Examiner relates.

According to Irish Examiner, Mr. Justice Peter Kelly said that
while the courts have found Irish law does not provide for a
cause of action for reckless lending, this case involved claims
that loans were advanced negligently.  He considered Anglo's
solvency relevant but said the matter was best addressed by an
Anglo official providing a sworn "simple yes or no" answer over
Anglo's solvency in 2009, rather than the extensive discovery
sought, Irish Examiner relates.

The case was adjourned for trial in June, Irish Examiner
discloses.

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation.


ANGLO IRISH: Liquidation Redundancy Terms Expanded, IBOA Says
-------------------------------------------------------------
According to Bloomberg News' Finbarr Flynn, IBOA - The Finance
Union said the liquidator of former Anglo Irish Bank confirmed
that terms of contracts being offered to workers for duration of
liquidation process will be extended to include all of the terms
in force before liquidation, except for those relating to
redundancy.

According to Bloomberg, the union said the redundancy terms are
subject of separate engagement with the Irish Government.

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation.


B&Q IRELAND: High Court Set to Confirm Appointment of Examiner
--------------------------------------------------------------
BreakingNews.ie reports that B&Q Ireland was set to return to the
High Court yesterday looking to confirm the appointment of an
examiner over their nine Irish stores.

The company was placed under court protection two weeks ago,
BreakingNews.ie recounts.

B&Q Ireland's problems are all too familiar, with high rents and
a 32% revenue decline in the last four years, BreakingNews.ie
discloses.

The company has been left insolvent, BreakingNews.ie relates.  It
owes UK parent company Kingfisher more than EUR17 million,
BreakingNews.ie notes.

It is hoped slashing the EUR11.6 bill rental bill and closing two
of the nine stores -- in Athlone and Waterford -- will be
sufficient to save the business, BreakingNews.ie staes.

Declan McDonald of Pricewaterhouse Coopers was appointed interim
examiner last month, BreakingNews.ie recounts.

The High Court was set to be asked yesterday to extend its
protection against creditors for 70 days, BreakingNews.ie notes.

B&Q Ireland is a DIY chain.


IRISH BANK: Bondholders to Get EUR750MM From Liquidation
--------------------------------------------------------
RTE News reports that at least EUR750 million of the estimated
EUR1 billion in "transaction costs" arising from the liquidation
of Irish Bank Resolution Corporation will be paid to bondholders.

RTE News says the liquidation will result in an "event of
default", as the liquidator will be unable to pay money that
bondholders are entitled to demand.

However, because the bond in question - a 4% fixed rate
guaranteed note due for redemption in April 2015 - is covered
under the Eligible Liabilities Guarantee Scheme, the Government
must pay out the full principal and any interest accrued to date
to holders, according to the report.

RTE News relates that this payout will result in most of the
estimated EUR1 billion a year interest saving, which resulted
from the scrapping of the promissory notes, not being available
to the Exchequer this year. However a number of subordinated
bondholders, who are not covered by the ELG, stand to lose their
entire investment, understood to amount to around EUR200 million.

These subordinate shareholders refused a buyback offer from IBRC
at an 80% discount, and engaged in legal action to recover the
full amount from IBRC, the report says.

According to RTE News, emergency legislation passed Feb. 7 stays
their claim and, as unsecured creditors in a liquidation, they go
to the back of the queue for any payout if any money remains in
IBRC after all secured creditors are paid.

Irish Bank Resolution Corporation is an asset recovery bank
committed to working out its operations over time in a manner
consistent with its European Commission (EC) approved
restructuring plan.


* IRELAND: Finance Ministers Cap Rescue Fund Amount at EUR40-Bil.
-----------------------------------------------------------------
Irish Examiner reports that Ireland's chances of convincing EU
leaders to recapitalize the EUR32 billion bank debt decreased
even further on Monday as finance ministers said they will cap
the amount of the EU's rescue fund that goes towards banks at
around EUR40 billion.

Finance Minister Michael Noonan, on his way into the meeting of
eurozone ministers, played down the issue, saying he hoped the
Government would resolve many of the legacy problems it inherited
by the end of its mandate in 2016, Irish Examiner relates.

The ministers had their first discussion on how the European
Stability Mechanism -- the EU's rescue fund -- would break the
link between the taxpayer and the privately owned banks, Irish
Examiner discloses.  According to Irish Examiner, one of their
decisions was that they would put a ceiling on the amount of the
fund that would be used for this.  They were coalescing around a
figure of half the paid-in capital, which would amount to EUR40
billion when member states pay in their final contributions,
Irish Examiner states.

They ruled out using any of the additional callable capital of
EUR620 billion, but said they hoped they could attract private
capital alongside the ESM contribution to maximize capacity,
Irish Examiner notes.

Irish Examiner relates that the new president of the eurogroup,
Dutch finance minister Jeroen Dijsselbloem, said they wanted to
preserve the capacity and high credit rating of the ESM: "We want
to maximize efficiency without putting additional strains on
national budgets."

He added that the general opinion of the meeting was that they
should look into attracting private capital to boost the funds
they would have for recapitalizing failing banks, Irish Examiner
notes.

"The possibility could be interesting on a number of conditions
-- we don't want to jeopardize the rating of the ESM, increase
financial stress on the governments in terms of contributing
extra capital or guarantees -- but this will be further
developed."

According to Irish Examiner, they will continue to have
discussions about the rules and the economic working group will
take it further, but nothing will be agreed until everything is
agreed.

They had not yet agreed on definitions for legacy assets or
whether they would include retrospective funds as in Ireland's
case.  That is for the upcoming months," Irish Examiner quotes
Mr. Dijsselbloem as saying.

However, other sources confirmed, as the Irish Examiner reported
at the weekend, that refunding the Government the money it put
into the three pillar banks -- AIB, BoI and PermanentTSB -- has
been ruled out by Germany and other countries, Irish Examiner
notes.



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AGRI SECURITIES 2008: S&P Lowers Rating on Class B Notes to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on
Agri Securities S.r.l.'s series 2008 class B notes to 'CC (sf)'
from 'B- (sf)'.

The rating action reflects S&P's expectation that the transaction
is likely to breach its interest deferral trigger on the next
interest payment date (IPD).  The transaction features an
interest deferral trigger for the class B notes, based on the
cumulative net defaults ratio.  S&P defines this ratio as
cumulative defaulted receivables, minus cumulative recoveries on
the initial portfolio, plus subsequent purchases in the first 18-
month revolving period.

In the December 2012 payment report, the cumulative net defaults
ratio stood at 7.6% -- up 0.8% from the September 2012 level.
According to the transaction documents, when the net defaults
ratio exceeds the interest deferral trigger level of 7.8%, the
interest on the class B notes is not paid.  As the transaction
documents base the trigger level on net cumulative defaults,
improving loan performance could reduce the trigger level as
cumulative defaults are offset by recoveries.

In S&P's opinion, it is likely that the transaction will breach
its interest deferral trigger on the next IPD in March 2013
because the cumulative net defaults ratio is only 0.2% away from
the trigger level of 7.8%, upon which the class B notes will stop
receiving interest.  S&P has therefore lowered its rating on the
class B notes to 'CC (sf)' from 'B- (sf)'.

Agri Securities 2008 is an Italian lease receivables asset-backed
securities (ABS) transaction, originated by Iccrea BancaImpresa
SpA (formerly Banca Agrileasing SpA).  Iccrea BancaImpresa is a
bank specialized in providing corporate financing in Italy.  It
is a member of the Iccrea Group and it is closely associated with
the Banche di Credito Cooperativo, the Italian co-operative
banking network.

            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.


BANCA POPOLARE: Italy Puts Firm Into Administration
---------------------------------------------------
Reuters reports that Italy has appointed special administrators
to run Banca Popolare di Spoleto after a request from the
country's central bank, the bank said in a statement.

The decision was taken as a consequence of the negative outcome
from inspections of the lender, according to Reuters.

The report relates that the bank will continue to operate
normally and customers will still be able to make withdrawals,
the statement added.

Banca Popolare di Spoleto is a small cooperative lender in Italy.



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L I T H U A N I A
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UKIO BANKAS: In Receivership, Bank of Lithuania Halts Operations
----------------------------------------------------------------
bbn News reports that news2biz LITHUANIA said Lithuania's central
bank Bank of Lithuania temporarily suspended the activity of
Vilnius-listed Ukio bankas, one of the smallest banks in the
country.

A temporary administrator was appointed to work out suggestions
on how Ukio bankas can comply with its client obligations,
according to bbn News reports.

"The decision of the Board of the Bank of Lithuania to restrict
the bank's operation was made after assessing the risky
tendencies of Ukio bankas in recent years, actions of
shareholders that were harmful to the bank, non-compliance with
the instructions of the central bank's Supervision Service, and
the consequent rising threat to the stable and reliable operation
of the bank," BoL said in a statement, the report relates.

bbn News notes that according to BoL, Ukio did not form adequate
provisions for problem loans, nor did it properly assess the
other assets.  This resulted in the declared net value of Ukio
bankas being higher than it actually is. Had the bank shown its
true performance figures, "the bank wouldn't perform the
prudential requirements related to the capital", BoL concludes,
adding that as of February 12, Ukio bankas no longer complies
with the liquidity ratio, the report relays.

bbn News discloses that BoL said that loans issued to companies
associated with Ukio bankas' majority owner, flamboyant Russian-
born businessman Vladimir Romanov, make up the largest part of
the problem loan portfolio.

The report discloses that for January-September 2012, Ukio
reported an unaudited net loss of LTL44 million.  As of Q3 2012,
the bank had a 7% share of the corporate loan portfolio, whereas
the share of private loans was merely 0.4% while Ukio's share in
private deposits amounted to 10% due to the bank's unreasonably
high interest rates, the report relates.

As of the end of September, Ukio's assets stood at LTL4.1
billion. In terms of market share, this constituted only 5%.

Ukio suspension follows the nationalization and subsequent
bankruptcy of Snoras, a much bigger Russian-controlled bank that
wiped Lithuania's deposit insurance fund clean, the report adds.



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L U X E M B O U R G
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CIRSA FUNDING: Moody's Rates EUR100MM Senior Notes Offering 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a definitive B3 rating with a
loss given default assessment of 4 (LGD4) to the EUR100 million
tap offering of senior unsecured notes due 2018 issued by Cirsa
Funding Luxembourg S.A., a wholly owned subsidiary of Cirsa
Gaming Corporation S.A. (Cirsa). Cirsa's B2 corporate family
rating (CFR) and B2-PD probability of default rating remain
unchanged. The outlook on the ratings is negative.

The tap bond offering has the same terms and conditions as the
existing EUR680 million worth of senior notes due in 2018 issued
by Cirsa Funding Luxembourg S.A. Cirsa expects to use the net
proceeds from the offering to repay EUR50 million of drawings
under its revolving credit facility (RCF), to repay other short-
term bilateral facilities, and for general corporate purposes.

Ratings Rationale:

Moody's definitive rating on this debt obligation is in line with
the provisional rating assigned on January 28, 2013.

The B3 rating on the tap issuance is one-notch below the B2 CFR,
reflecting its position as an unsecured obligation within Cirsa's
capital structure. The notes benefit from unsecured guarantees
from Cirsa subsidiaries, which generated approximately 45% of the
group's EBITDA for the last 12 months ended September 2012. As of
September 2012, EUR104 million of indebtedness ranked effectively
senior to the notes due to being either secured indebtedness or
indebtedness of subsidiaries that are not guarantors.

The tap offering is credit positive because it allows Cirsa to
address its near-term refinancing requirements, extend its debt
maturity profile, and improve its external sources by freeing up
availability under the company's EUR50 million revolving credit
facility. However, Cirsa's B2 CFR with a negative outlook remains
unchanged because the refinancing exercise is leverage neutral
and the company remains exposed to a very challenging
macroeconomic environment in some of its key markets, such as
Spain, Italy and Argentina.

Post transaction, Cirsa only has one large bond maturity in 2018
(of EUR780 million, or around 80% of its total debt), while
annual debt maturities before then are relatively small. Moody's
also notes positively that the company has extended the maturity
of its RCF to January 2018.

Cirsa's B2 CFR reflects (1) its moderate leverage, (2) the
group's exposure to emerging markets risk; (3) its position as
one of the leading gaming operators in Spain, Italy and Latin
America; and (4) its diversification in terms of business lines,
gaming assets and geographies. The rating factors an increased
contribution from Latin America to group earnings, as well as
Cirsa's track record of successfully managing challenging
operating environments. The B2 rating also reflects Moody's
expectation that the group will maintain leverage levels (as
adjusted by Moody's) around 4.0x.

The negative outlook on Cirsa's ratings reflects Moody's concerns
about the operating environment in Spain, Italy and Argentina,
which might adversely affect the group's business and potentially
translate into a deteriorating operating performance.

What Could Change The Rating Up/Down

Moody's could change the rating outlook back to stable if a
strong operating performance were to enable Cirsa to improve its
credit metrics such that debt/EBITDA ratio (as adjusted by
Moody's) trends to below 4.0x on a sustainable basis. However,
upward pressure on the rating might be constrained until there
are visible signs that the operating environment in Cirsa's key
markets of Spain, Italy and Argentina has stabilized.

Conversely, downward pressure could be exerted on the rating if
Cirsa's leverage were to increase above 4.5x on an adjusted
basis, whether as a result of a change in financial policy or a
deterioration in operating performance. The rating could also
come under pressure if Moody's were to consider Cirsa's liquidity
to have become inadequate to support the group's operating
performance or debt servicing. Furthermore, downward pressure on
Cirsa's ratings could arise in the event that the Argentinean
government were to pursue the nationalization of gaming assets.

The principal methodology used in this rating was the Global
Gaming 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.

Headquartered in Terrassa, Spain, Cirsa is a leading Spanish
gaming company, with substantial operations in Italy and Latin
America. For the 12 months ended September 2012, Cirsa reported
net operating revenues and EBITDA of EUR1,331 million and EUR315
million, respectively.



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


HOLLAND HOMES: Fitch Affirms 'BB' Rating on Class B Notes
---------------------------------------------------------
Fitch Ratings has affirmed all five tranches of Holland Homes
Oranje MBS B.V.'s and Stichting Holland Homes Oranje II.

Both transactions comprise 100% NHG-backed mortgage loans
originated by DBV Levensverzekeringsmaatschappij N.V. (DBV Leven,
not rated) and DBV Finance. In November 2009, DBV Leven merged
with SRLEV N.V., while DBV Finance merged with SNS Bank in March
2011. SRLEV and SNS Bank are both 100% direct subsidiaries of the
SNS Reaal Group N.V. ('BBB+'/Rating Watch Evolving/'F2').

Rating Outlook revisions to Negative for the Dutch sovereign and
the state-supported mortgage insurance entity Stichting
Waarborgfonds Eigen Woningen (WEW) have no impact on the ratings
of the HoHo series. In its analysis of NHG backed mortgage pools,
Fitch currently gives full credit to the pay-out from the NHG
guarantee, given WEW's high rating and state support.

The affirmation reflects the stable performance of the underlying
assets in both transactions. To date, both HoHo I and HoHo II
have reported stable arrears levels, with borrowers in arrears by
more than three months at only 0.15% and 0.25% of the current
collateral balance, respectively. Cumulative losses remained
below 5bps in both transactions.

The transactions' structures incorporate collection foundations.
The collection accounts into which borrowers make their mortgage
payments are maintained by a bankruptcy-remote foundation,
Stichting DBV Derdengelden (the collection foundation). Any
payment made into the collection foundation accounts will not
form part of DBV or SNS's insolvency estate. The collection
foundation accounts are held with ABN AMRO Bank N.V.
('A+'/Negative/'F1+'), which is an eligible counterparty as per
Fitch's criteria. Fitch believes the risk of any commingling loss
in the transactions to be minimal, if any, and for this reason
did not take it into consideration in its analysis. Also, because
of the collection foundation structure and the existence of a
sub-servicer (Stater Nederland B.V., rated 'RPS1-'), the agency
deems that the risk of payment interruption in case of servicer
disruption would be limited.

The structure of HoHo I also includes an interest rate swap which
provides guaranteed excess spread of 25bp of the outstanding
notes balance per annum. Unlike HoHo I, the swap agreement in
HoHo II does not provide a guaranteed swap margin.

HoHo II's non-rated class B notes act as the first loss piece and
is therefore expected to see losses allocated in instances where
such losses are not fully covered by the NHG guarantee scheme and
seller's repurchase commitment. The agency estimated that losses
allocated to the principal deficiency ledger (PDL) of the class B
notes presently amount less than EUR0.2 million, i.e. less than
7% of the notes' notional amount. In Fitch's view the outstanding
PDL has a minimal impact on the credit enhancement levels on the
senior notes, and the agency has therefore maintained a Stable
Outlook on the class A notes.

The rating actions are:

Holland Homes Oranje MBS B.V.
Class A (ISIN XS0238851827): affirmed at 'AAAsf'; Outlook Stable
Class S (ISIN XS0729849439): affirmed at 'BBB+sf'; Outlook
  Stable
Class B (ISIN XS0238855141): affirmed at 'BBsf'; Outlook Stable

Stichting Holland Homes Oranje II
Class A (ISIN XS0311660392): affirmed at 'AAAsf'; Outlook Stable
Class S (ISIN XS0728217422): affirmed at 'BBsf'; Outlook Stable


POLYCONCEPT FINANCE: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Polyconcept Finance
B.V. Concurrently, Moody's assigned a Ba2 rating to the company's
proposed US$100 million super-priority senior secured first lien
revolving credit facility and a B2 rating to the proposed US$440
million senior secured first lien term loan. The rating outlook
is stable. This is the first time that Moody's has rated
Polyconcept.

Proceeds from the proposed senior secured credit facilities,
coupled with available cash, are expected to be used to refinance
existing debt (unrated) and to pay fees and expenses.

The following ratings have been assigned subject to review of
final documentation:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  US$100 million super-priority first lien revolving credit
  facility at Ba2 (LGD 1, 4%)

  US$440 million senior secured first lien term loan at B2 (LGD
  4, 50%)

Ratings Rationale

Polyconcept's B2 Corporate Family Rating (CFR) reflects the
company's modest scale and earnings volatility due to cyclical
and fragmented industry characteristics and highly discretionary
nature of its products. The rating is also constrained by the
company's high leverage of more than 6.0 times (including Moody's
standard accounting adjustments as well as Moody's treatment of
25% of the company's preferred stock as debt). The ratings also
reflect Moody's concerns with near term operating challenges
facing Polyconcept due to unfavorable economic headwinds in
Europe and execution risks associated with its business
transition. Positive rating consideration is given to the
company's leading market niche, diverse geographic presence,
customer base and broad product offering within the promotional
product category, and overall good margins. In addition, Moody's
expects Polyconcept to maintain a good liquidity profile over the
next 12 months.

The stable outlook reflects Moody's expectation that financial
leverage will remain high despite modest de-leveraging via free
cash flow. The outlook also reflects Moody's view that economic
headwinds and execution risks in Europe could hinder
Polyconcept's earnings growth despite the expected moderate
revenue growth in the coming year. The stable outlook also
reflects Moody's expectations that the company to maintain a good
liquidity profile.

A meaningful deterioration in revenue growth or operating margin
trends due to sustained lower demand for promotional products or
challenges from its business transition in Europe could exert
downward pressure on ratings. Credit metrics that could result in
a downgrade include debt/EBITDA levels exceeding 6.5x, or
EBITA/interest coverage falling below 1.5x. A weakened liquidity
profile could also affect ratings negatively.

A rating upgrade is unlikely in the near term given the cyclical
nature of the industry in which the company operates. Over the
longer term, ratings could be upgraded if Moody's comes to expect
strong, sustained revenue growth as well as improved margins.
Quantitatively, upgrade pressure would develop if debt/EBITDA
falls below 5x and EBITA/interest coverage can be sustained above
2.0x.

The principal methodology used in this rating was the Global
Consumer Durables Rating Methodology published in October 2010
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Polyconcept Finance, BV, headquartered in the Netherlands,
designs, sources, distributes and decorates promotional products
through its main offices in the US, the Netherlands, France, Hong
Kong and China. With annual sales of over US$870 million, the
company supplies a wide range of promotional, lifestyle and gift
products to several hundred thousand companies ranging from small
enterprises to global corporations in over 100 countries with a
focus on Europe and North America.


QUEEN STREET: Moody's Affirms Ba3 Rating on EUR20MM Cl. E Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
classes of notes issued by Queen Street CLO I B.V.:

  EUR38.75M Class B Senior Secured Floating Rate Notes due 2023,
  Upgraded to Aa1 (sf); previously on Aug 22, 2011 Upgraded to
  Aa3 (sf)

  EUR41.3M Class C1 Senior Secured Deferrable Floating Rate Notes
  due 2023, Upgraded to A3 (sf); previously on Aug 22, 2011
  Upgraded to Baa1 (sf)

  EUR1.2M Class C2 Senior Secured Deferrable Fixed Rate Notes due
  2023, Upgraded to A3 (sf); previously on Aug 22, 2011 Upgraded
  to Baa1 (sf)

  EUR12.95M Class D1 Senior Secured Deferrable Floating Rate
  Notes due 2023, Upgraded to Baa3 (sf); previously on Aug 22,
  2011 Upgraded to Ba1 (sf)

  EUR5.8M Class D2 Senior Secured Deferrable Fixed Rate Notes due
  2023, Upgraded to Baa3 (sf); previously on Aug 22, 2011
  Upgraded to Ba1 (sf)

  EUR7M Class X Combination Notes due 2023, Upgraded to A2 (sf);
  previously on Aug 22, 2011 Upgraded to Baa1 (sf)

  EUR10M Class Y Combination Notes due 2023, Upgraded to Baa1
  (sf); previously on Aug 22, 2011 Upgraded to Baa3 (sf)

Moody's also affirmed the ratings of the following classes of
notes and combination notes issued by Queen Street CLO I B.V.:

  EUR266M Class A1 Senior Secured Floating Rate Notes due 2023,
  Affirmed Aaa (sf); previously on Feb 5, 2007 Assigned Aaa (sf)

  EUR66.5M Class A2 Senior Secured Floating Rate Notes due 2023,
  Affirmed Aaa (sf); previously on Aug 22, 2011 Upgraded to Aaa
  (sf)

  EUR20M Class E Senior Secured Deferrable Floating Rate Notes
  due 2023, Affirmed Ba3 (sf); previously on Aug 22, 2011
  Upgraded to Ba3 (sf)

  EUR33.14M Class Z Combination Notes due 2023, Affirmed Aaa
  (sf); previously on Aug 22, 2011 Upgraded to Aaa (sf)

Queen Street CLO I B.V. issued in January 2007, is a
Collateralized Loan Obligation backed by a portfolio of mostly
high yield European loans. The portfolio is managed by Ares
Management Limited (initially Indicus Advisors). This transaction
is in reinvestment period until April 15, 2013. It is
predominantly composed of senior secured loans but with exposure
to mezzanine obligations (3.66%) and CLO securities (4.54%).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
result primarily from the above average performance and
consistently good credit quality of the portfolio since the last
rating action in August 2011. The imminent end of the
reinvestment period is also credit positive given the transaction
will start to benefit from portfolio amortization.

The improvement in credit quality is observed through a better
than average credit quality of the portfolio (as measured by the
weighted average rating factor "WARF"). In particular, as of the
latest trustee report dated December 2012, the WARF is currently
2466 compared to 2671 in the July 2011 report. The diversity
score is high, 43 compared to the covenant requirement of 35.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par and principal proceeds balance of EUR
486million, a defaulted par of EUR5 million, a weighted average
default probability of 18.56% (consistent with the WARF covenant
of 2700), a weighted average recovery rate upon default of 47.46%
for a Aaa liability target rating, a diversity score of 35 and a
weighted average spread of 3.18%. 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
90.68% 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.

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 the methodology. This rating action
reflects the adjustment in the WARF calculation.

In addition to the base case analysis described, Moody's also
performed sensitivity analyses on key parameters for the rated
notes:

(1) Moody's also modeled the transaction based on its current
portfolio characteristics such as a WARF of 2574, DS of 38,
Spread of 3.59% and under this scenario the model outputs were
better within one notch of the base case results.

(2) Deterioration of credit quality to address the refinancing
and sovereign risks -- Approximately 15.4% of the portfolio is
rated B3 and below with maturities between 2014 and 2016, which
may create challenges for issuers to refinance. The portfolio is
also exposed 6.6% to one obligor located in Ireland, Italy and
Spain. Moody's considered the scenario where the WARF of the
portfolio was increased to 3,141 by forcing to Ca the credit
quality of 25% of such exposures subject to refinancing or
sovereign risks. This scenario generated model outputs that were
approximately one notch from 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 liquidation agent behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

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.

In addition to the quantitative factors that are explicitly
modeled, 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.

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

Under this methodology, Moody's used its Binomial Expansion
Technique, whereby the pool is represented by independent
identical assets, the number of which is being determined by the
diversity score of the portfolio. The default and recovery
properties of the collateral pool are incorporated in a cash flow
model where the default probabilities are subject to stresses as
a function of the target rating of each CLO liability being
reviewed. The default probability range 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 and jurisdiction of the assets in the collateral pool.

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

On August 21, 2012, Moody's released a Request for Comment
seeking market feedback on proposed adjustments to its modeling
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 this
rating action may be negatively affected.


* NETHERLANDS: Bankruptcy Figures Reach 715 in January
------------------------------------------------------
According to Statistics Netherlands, in January this year, 715
businesses and institutions (excluding one-man businesses) in the
Netherlands were declared bankrupt.

The number of bankruptcies remains high, Statistics Netherlands
notes.  Throughout 2012, nearly 7400 businesses and institutions
(excluding one-man businesses) went bankrupt, the highest annual
number ever recorded, Statistics Netherlands discloses.

As the number of businesses declared bankrupt in a particular
month is closely related to the number of days courts are in
session, it may vary considerably from month to month, Statistics
Netherlands says.



===============
P O R T U G A L
===============


PORTUGAL TELECOM: S&P Cuts Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit ratings on Portuguese telecommunications
provider Portugal Telecom SGPS S.A. and its wholly owned
subsidiary Portugal Telecom International Finance B.V. (PTIF), to
'BB' from 'BB+'.  The short-term corporate credit rating was
affirmed at 'B'.  The outlook is negative.

The downgrade reflects S&P's concerns regarding the relentless
decline in domestic EBITDA which S&P expects to continue this
year.  S&P believes that this could prevent deleveraging at the
domestic level in the coming years.  At the same time, dividends
derived from the group's stake in its Brazilian subsidiary are
unlikely to increase substantially and those stemming from
African affiliates are less predictable and subject to exchange
rates.

S&P believes that Portugal Telecom's credit quality will continue
to be affected by tough economic conditions in Portugal, high
unemployment, constrained household income, and stiff
competition, which will likely continue to weigh on wireless
revenues and sales to the corporate segment.  In the wireless and
enterprise segments, sharp revenue declines -- about 10% in third
quarter -- have been only partly cushioned by solid achievements
in the fixed line division, where revenues have grown on the back
of the successful TV product and aggressive fiber to the home
roll-out.  S&P thinks the overall negative trend will continue,
and to a larger extent than S&P previously forecasts.  S&P now
foresee a domestic EBITDA decline of about 6% in 2013, and a
continued, but possibly smaller decline, in 2014.  Compounding
the situation, S&P sees no upside in cash dividends received from
Portugal Telecom's Brazilian subsidiary, given its heavy
investment requirements and competitive repositioning.

The negative outlook on Portugal Telecom reflects the risk of a
downgrade over the next one or two years if S&P revised downward
significantly its base-case assumptions, which could affect S&P's
assessment of the group's business risk profile or translate into
more aggressive debt leverage than S&P anticipates, for example
if the adjusted ratio of debt to EBITDA excluding its Brazilian
subsidiary (but including the dividends received from it) were to
shoot toward 4x.

While a downgrade of the sovereign rating on Portugal would not
necessarily trigger a downgrade of Portugal Telecom, as S&P's
criteria allow them to rate the company up to one notch higher
than its government, S&P believes that a sovereign downgrade
indicating further macroeconomic pressures would likely be
consistent with weaker operating prospects, which could put
pressure on the rating.  A return to difficult capital market
access could also constrain the ratings, as this could lead to
more expensive or tightening refinancing opportunities ahead of
heavy maturities in 2016.



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


BANCO CEISS: Spain Nationalizes Ailing Regional Lender
------------------------------------------------------
Christopher Bjork at Dow Jones' DBR Small Cap reports that Spain
is set to nationalize struggling regional lender Banco CEISS
after an external valuation of the bank showed it had a negative
value of EUR288 million (US$385.9 million).

As reported in the Troubled Company Reporter on Nov. 19, 2012,
Moody's Investors Service has downgraded to Ba2 (on review,
direction uncertain) from Baa3 (on review, direction uncertain)
the ratings of the covered bonds issued by Banco CEISS, S.A. The
rating action is prompted by Moody's downgrade of Banco CEISS's
deposit rating to B3 on review, direction uncertain, from B1 on
review, direction uncertain.



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


BURGAN BANK: Moody's Upgrades Long-Term Deposit Ratings to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded the long-term local and
foreign-currency deposit ratings of Burgan Bank A.S. (Burgan-AS,
formerly Eurobank Tekfen) to Ba2, with a stable outlook, from
Ba3. At the same time, Moody's confirmed the bank's standalone
bank financial strength rating of D-, with a negative outlook,
which is equivalent to a Ba3 standalone credit assessment.

The upgrade follows the change of ownership that became effective
on December 21, 2012. The bank changed its name, effective
January 28, 2013. Burgan-AS is now majority owned by Kuwait-based
Burgan Bank SAK (Burgan-SAK: deposits A3, stable; D+/ba1,
stable).

These rating actions conclude Moody's review of Burgan-AS's
ratings initiated on March 30, 2012.

Ratings Rationale:

Upgrade of deposit ratings post ownership change

The upgrade of Burgan-AS's local and foreign-currency deposit
ratings to Ba2/Not-Prime follow the change of ownership to
Burgan-SAK. The Ba2 ratings are supported by Moody's assessment
of a high probability of parental support from its new majority
shareholder. This support provides uplift from Burgan-AS's ba3
standalone credit assessment. The rating agency's parental
support assumptions reflect the importance of Burgan-AS to its
new parent, underpinned, amongst other considerations, by (1)
Burgan-SAK's 99.26% ownership of the Turkish bank; (2) the
strategic importance that Burgan-SAK places on regional expansion
and the relative size of Burgan-AS within the parent banking
group (14% of Burgan-SAK's consolidated assets as at September
2012); and (3) the very strong brand affiliation between the
subsidiary and its parent, and the presence of Burgan-SAK in the
subsidiary's board of directors.

When assessing the likelihood of parental support for foreign
subsidiaries, Moody's typically uses the parent's unsupported
rating as the anchor rating of the support provider, which is at
ba1 for Burgan-SAK. The rating agency's parental support
assumptions result in a one-notch uplift for Burgan-AS's ratings
to Ba2 from the bank's ba3 standalone credit assessment.

Confirmation of the standalone credit assessment

At the same time, Moody's confirmed Burgan-AS's D-/ba3 standalone
credit strength. The rating action reflects the bank's marginal
franchise size in the Turkish banking system. Burgan-AS's
capitalization is good and its asset-quality indicators are
moderate, in line with the sector average when compared by loan
book segment. Moody's also notes that the bank's liquidity is
currently adequate. However, Moody's says that Burgan-AS's
profitability and efficiency are weak, although the rating agency
acknowledges that both metrics have improved slightly, as the
bank continues to further exploit the potential of its recently
expanded branch network, now that its ownership change has been
finalized.

The bank's modest franchise is skewed towards corporate and even
more so towards SME banking, which Moody's views as high-margin
growth segments in Turkey that hold cross-selling opportunities.
Burgan-AS has maintained stable market share in loans and
deposits in the high-growth Turkish banking system. However,
despite the recent ownership change, Moody's believes that the
strategic benefits will only materialize over the medium term.
These benefits might include synergies or further diversification
into retail banking business that could reflect positively on
Burgan-AS's franchise.

Rationale for the stable outlook on the long-term rating and
negative outlook on the BFSR

The stable outlook on Burgan-AS's local and foreign-currency
deposit ratings is aligned with the stable outlook on Burgan-
SAK's standalone credit assessment and reflects Moody's high
parental support assumptions, in case of need.

The negative outlook on Burgan-AS's BFSR reflects the challenges
that lie ahead, whereby fierce competition in the market amongst
larger Turkish banks with stronger balance sheets and a wider
customer reach are likely to further challenge the bank's future
growth plans and profitability. In addition, the bank's weak
profitability and moderate asset-quality indicators could
experience further downwards pressure on the back of slower
economic growth in Turkey, as projected by Moody's for 2013.

What Could Move The Ratings Up/Down

Moody's says that there is no upwards pressure on Burgan-AS's
BFSR, captured by the negative outlook; nor is there any upwards
pressure on the local-currency deposit ratings in the short term,
captured by the current stable outlook. The current negative
outlook on Burgan-AS's BFSR could be changed to stable if there
is any evidence of improvement in the bank's overall franchise
and profitability, without compromising risk appetite and
underwriting standards.

Downwards pressure could develop on Burgan-AS's BFSR if
significant changes in the bank's strategy or management cause
adverse developments in its performance. Downward pressure could
be exerted on the bank's deposits ratings if (1) its parent's
credit or franchise profile weakens, in turn exerting downwards
pressure on Burgan-SAK's standalone credit assessment; or (2) if
Moody's considers that the likelihood of parental support has
diminished, leading to a reduction in the rating uplift
incorporated in Burgan-AS's ratings.

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


HIKMET TANRIVERDI: Files Bankruptcy Protection for Four Companies
-----------------------------------------------------------------
Benjamin Harvey at Bloomberg News, citing Hurriyet newspaper,
reports that Hikmet Tanriverdi files for bankruptcy protection
for four of his companies.

According to Bloomberg, the companies including Tanriverdi
Yatirim Holding, Inci Dugme, Inci Tekstil and Tan Motorlu Araclar
Sanayi have TRY50 million (US$28 million) in debt.

Bloomberg relates that Mr. Tanriverdi said he's in negotiations
with banks and expects a restructuring.

Economy Minister Zafer Caglayan offered support, Bloomberg notes.

Mr. Tanriverdi sold stake in fast food chain Etiler Marmaris Bufe
in an IPO in July, Bloomberg recounts.



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


ARROW GLOBAL: Moody's Assigns 'B2' CFR; Rates Sr. Sec. Bond 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family rating
to Arrow Global Guernsey Holdings Limited. Moody's has also
assigned a definitive B2 rating to the GBP220 million long-term,
senior secured bond, issued by Arrow Global Finance plc. The
outlook is stable.

Moody's ratings on Arrow confirm the provisional ratings assigned
on January 18, 2013. The final terms and conditions of the senior
secured bond issuance, which was fully placed as at January 29,
2013, are in line with the draft documentation reviewed for the
provisional (P)B2 rating assigned on January 18, 2013.
Furthermore, as of January 29, 2013, the outstanding shareholder
loan notes were converted to ordinary shares, following the
written resolution of the company's existing shareholders.

Ratings Rationale:

Arrow operates as a purchaser of consumer debt from 3 different
sectors: financial services, retail sales and telecommunication.
The company acquires defaulted debt at a deep discount to the
total outstanding balance and outsources the collection process
to a number of selected debt collection agencies.

As outlined in Moody's Press Release dated January 18, 2013, the
CFR of B2 reflects Arrow's market share, improving profitability
metrics, adequate risk management practices and stable operating
cash flow; Moody's also sees constraints to the rating due to the
firm's monoline business model, relatively modest level of
capital, potential litigation risks arising from outsourcing its
debt collection process and its relatively high pricing risk in
terms of valuation of its debt portfolio (i.e. the risk of the
models over-estimating the projected cash flow generation of a
portfolio of purchased debt).

Arrow's refinancing package incorporates GBP220 million Senior
Secured Notes, which are guaranteed on a senior basis by Arrow
and all material subsidiaries of the company, as well as a GBP40
million revolving cash facility (RCF), fully undrawn at issuance.
Both the senior secured notes and the RCF are secured by a first
ranking security interest in all the outstanding shares of the
issuer and the guarantors and substantially all the assets of the
issuer and the guarantors.

The following ratings have been assigned:

Arrow Global Guernsey Holdings Limited

- Corporate Family Rating, Assigned B2

Arrow Global Finance plc

- Senior Secured Regular Bond/Debenture, Assigned B2

What Could Change The Rating Up/Down

Upward rating pressure could arise from (i) sustained track
record of increasing gross collection while maintaining a low
level of complaints and legal actions; (ii) maintaining its
capital ratio (tangible common equity-to-tangible managed assets)
above 20% and reducing and sustaining its leverage metrics (debt-
to-adjusted EBITDA) below 2.5x.

The rating could come under downward pressure due to (i)
significant deterioration in income from operations (after
interest expense) and cash flow from operations, stemming from
factors such as underperforming collections productivity,
underperforming portfolio acquisitions and lower than forecast
collections; or (ii) an increase in leverage or sustained decline
in operating performance, leading to a debt ratio which is higher
than 4.0 times adjusted EBITDA or a tangible common equity-to-
tangible managed assets ratio which is below 15%; or (iii)
significant decline in interest coverage, with an adjusted
EBITDA-to-interest expense ratio below 3.5x - 1.0x.

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


HM REVENUE: Denies Lack of Cash To Wind Up Companies
----------------------------------------------------
Kristy Dorsey at scotsman.com reports that HM Revenue & Customs
has denied it has run out of money to pay for insolvency services
following a dramatic decline in winding-up orders.

Restructuring practitioners from several firms that undertake
work on behalf of HMRC in Scotland have confirmed a marked drop
that began in the final quarter of last year, says scotsman.com.

scotsman.com says most experts believe it is down to a lack of
funding, rather than a case of the taxman taking a softer stance
on delinquent debts.

"HMRC is under huge pressure to collect the taxes owed to the
government, which is why we are hearing about companies finding
it increasingly difficult to negotiate a grace period through the
'Time to Pay' scheme," the report quotes one of the practitioners
as saying.  "I would expect they will start petitioning again in
April, when it's a new financial year with a new budget. That's
unless their whole policy has changed, but I can't imagine that
is the case."

scotsman.com notes that after filing 515 petitions to wind up
companies in the first half of last year, activity by HMRC slowed
down, with only 107 Scottish firms receiving such notices in the
second half of 2012.  The decline was most pronounced in the
final quarter, with September's 18 petitions falling away to just
one in October, two in November and one in December, the report
says.

According to scotsman.com, a spokeswoman for HMRC dismissed as
"nonsense" the idea that the tax agency has run out of money to
wind up companies.


JOHNSTON AND MCCRORY: Creditors' Meeting Set for February 15
------------------------------------------------------------
Londonderry Sentinel reports that Strabane painters and
decorators Johnston and McCrory is insolvent.

A meeting of creditors is scheduled to take place in Londonderry
on February 15, the report discloses.  The meeting will take
place in the office of McCambridge Duffy in Templemore Business
Park on the Northland Road.

Creditors have been given notice that if they wish to vote at the
meeting, they need to lodge their proxy with a full statement of
their accounts with McCambridge Duffy by noon on February 14,
Londonderry Sentinel reports.


J.S. HAY: In Administration, 90 Jobs at Risk
--------------------------------------------
Construction Enquirer reports that East Anglia-based J.S. Hay
Construction has fallen into administration putting 90 jobs at
risk.

Matt Howard -- matt.howard@uk.pkf.com --  and David Merrygold --
david.merrygold@uk.pkf.com -- of PKF Accountants & business
advisers have been appointed Joint Administrators of the firm.

The administrators said they are "reviewing the available options
and will explore the possibility of selling at least part of the
business as a going concern," according to Construction Enquirer.


"As administrators, we are charged with securing the best
possible return for creditors in very difficult circumstances. .
. . We are reviewing the available options and will explore
whether this duty can be fulfilled by selling at least part of
the business as a going concern. . . . We will also consider
offers to purchase specific assets, such as the office and
workshop premises, vehicles, plant, office equipment and raw
materials. . . .We will aim to safeguard as many jobs as possible
but redundancies are, unfortunately, inevitable. We have already
spoken to staff to explain the situation and are offering help
and guidance to them all," the report quoted Mr. Howard as
saying.

J.S. Hay has provided construction and joinery services for over
50 years to customers throughout East Anglia.  Its main clients
are local authorities and housing associations but it also
undertakes high quality construction work for private clients
ranging from new builds to complete renovations.


REPUBLIC: Faces Administration, 1,000 Jobs at Risk
--------------------------------------------------
Daily Echo reports that fashion chain Republic is on the brink of
going into administration, putting 1,000 jobs across the country
at risk.

In total, Republic has 121 stores across the UK, according to
Daily Echo.

Ernst & Young is being lined up as administrator.

The report notes that Republic's problems make it the latest in a
long line of High Street retailers to face significant
difficulties, including Jessop's, HMV and Blockbuster all
struggling in recent months.

Republic is a fashion chain that runs a shop in WestQuay shopping
centre in Southampton, as well as further Hampshire stores in
Portsmouth and Basingstoke as well as further afield in Salisbury
and Bournemouth.


* UK: Zombie Companies Disappear at Faster Rate
-----------------------------------------------
Kate Burgess at The Financial Times reports that business
conditions in the UK eased a little in the fourth quarter, with
some of the worst-hit industries showing tentative signs of
recovery -- and so-called zombie companies disappearing at a
faster rate.

Begbies Traynor's latest monitor of corporate health shows that
the number of companies in financial distress fell sharply in the
three months to December, the FT discloses.

This recovery in company finances was most marked in the
construction, property and transport sectors, which are typically
the first to be hit by recession, but often the first to recover,
the FT notes.

The insolvency group said that in contrast, consumer-facing
companies -- retailers, bars and restaurants -- fell into deeper
trouble, the FT relates.

Begbies also detected signs of a decline in the number of zombie
companies, the barely surviving businesses that are being blamed
for holding back the UK's economic recovery, the FT discloses.

According to the FT, Julie Palmer, deputy regional managing
partner of Begbies Traynor, said that the demise of these zombies
-- which are too weak to invest or expand but have been kept
alive by the forbearance of creditors and low interest rates --
is perversely good news for the UK economy.

"Companies are falling over faster," the FT quotes Ms. Palmer as
saying.  "They are not holding out so long and are falling into
insolvency after fewer county court judgments."

This trend should enable more efficient companies to acquire
their businesses and expand, creating more jobs and stimulating
growth, the FT states.



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


* Euro Corporate Asset Impairments Likely to Rise, Fitch Says
-------------------------------------------------------------
Fitch Ratings highlights in a new report that while non-cash
write-downs often grab attention, they have a far lower impact on
companies' credit profiles and are largely factored into existing
ratings. They can, however, signal a trend. Significant
impairment levels seen across Europe are likely to increase over
the next two years as challenging market conditions persist.

There are limited circumstances where non-cash write-downs can
have a real effect on creditworthiness: if the trend the
impairment signals is a surprise; if the write down causes an
adverse reaction in the debt markets; or, in rare cases, where
bond or loan agreements have equity-based covenants.

Over recent years, write-downs were largely driven by aggressive
acquisitions (often at inflated prices / multiples), money ill-
spent on large asset investments, or weaker cash flow
expectations (leading to lower sale values) for specific assets
where market conditions weakened rapidly since the onset of the
financial crisis at end-2008. This is set to continue until the
global economy recovers to a sustainable growth path.

The likelihood of further write-downs is supported by current
market valuations. Market capitalization to book value (MC/BE) is
low for over 50% of corporate issuers, at below 1x, indicating
that over half of issuers' valuations of their net assets may be
too aggressive and that increased impairments may be imminent.

In recent years, the telecom and natural resources industries
have had the highest level of impaired assets. Fitch believes
that further write downs are likely in the mining, media,
utility, automotive, technology and Latin American homebuilding
sectors, although this will vary on an issuer and regional basis.


                            *********

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., Washington, D.C., 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 2013.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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202-241-8200.


                 * * * End of Transmission * * *