TCREUR_Public/130417.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, April 17, 2013, Vol. 14, No. 75

                            Headlines


B E L G I U M

ALFACAM GROUP: Wants Court to End Creditor Protection


C Z E C H   R E P U B L I C

SAZKA AS: Main Shareholder Files Suit v. Ex-CEO Over Collapse


F R A N C E

GOSS INTERNATIONAL: French Subsidiary Files For Insolvency


G E R M A N Y

ASOLA SOLARPOWER: Jura District Court Opens Insolvency Process
KION GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive


G R E E C E

FREESEAS INC: Regains Compliance with NASDAQ's Closing Price Rule
* GREECE: To Sack 15,000 Workers to Unlock Next Bailout Tranche
* GREECE: Moody's Says RMBS Market Continues to Deteriorate


I R E L A N D

GLASGOW RANGERS: Launches Probe Into CEO's Conduct
MUCKROSS PARK: High Court Reinstates Receiver


I T A L Y

BANCA MONTE: Prosecutors Seize Nomura Assets in Derivatives Probe
TAURUS CMBS 2: S&P Retains 'BB' Rating on Two Note Classes
TEAMSYSTEM HOLDING: Moody's Assigns 'B2' CFR; Outlook Stable


K A Z A K H S T A N

ALFA-BANK KAZAKHSTAN: Moody's Withdraws B1.kz Deposit Ratings
KAZAKSTAN ENGINEERING: Moody's Rates KZT15-Bil. Bond Issue 'Ba2'
KAZMUNAYGAS: Credit Profile Commensurate with BB Rating Category
OIL INSURANCE: S&P Affirms 'B+' Rating; Outlook Positive


L U X E M B O U R G

INTELSAT SA: Issues US$3.5 Billion Senior Notes


P O L A N D

CENTRAL EUROPEAN: S&P Lowers Corporate Credit Rating to 'D'


P O R T U G A L

BANIF-BANCO INTERNACIONAL: Moody's Lowers Deposit Ratings to Caa1


R O M A N I A

MECHEL CAMPIA: Court to Rule on Insolvency Petition Today
* ROMANIA: Insolvency Cases in Latvia Up 10% in Q1 2013


R U S S I A

ALFA BOND: Fitch Says Loan Terms Includes Parent Default Clause
ALLIANCE OIL: Fitch Assigns 'B(EXP)' Rating to Guaranteed Notes
BANK ROSSIYA: Moody's Withdraws 'E+' BFSR, 'B2' Deposit Ratings
CENTROCREDIT BANK: Moody's Withdraws, E+ BFSR, B3 Deposit Ratings
ENEL OGK-5: Moody's Affirms 'Ba3' CFR; Outlook Positive

MAGNITOGORSK IRON: Fitch Affirms 'BB+' LT Issuer Default Rating
* NIZHNIY NOVGOROD: Fitch Affirms BB- Long-Term Currency Ratings


S L O V A K   R E P U B L I C

* SLOVAK REPUBLIC: Moody's Says Weak Economy to Hit Banks


S L O V E N I A

* SLOVENIA: Needs More Time to Repair Public Finances


S P A I N

BBVA AUTOS: Moody's Raises Ratings on Two Note Classes From Ba3
PESCANOVA SA: Files for Insolvency; Chair Sells Half of Stake
TDA CAM: Moody's Cuts Ratings on Three Note Classes to Ca
* SPAIN: Fitch Says Mortgage Index Highlights Negative Trends


T U R K E Y

AXA SIGORTA: S&P Affirms 'BBpi' Insurer Financial Strength Rating


U K R A I N E

CREATIVE GROUP: Fitch Assigns 'B-' LT Issuer Default Ratings
CREATIV GROUP: S&P Assigns Prelim. 'B-' CCR; Outlook Positive


U N I T E D   K I N G D O M

ALLY FINANCIAL: Sells European Operations for US$2.6 Billion
CAMERON FLIGHTS: GO Ballooning Goes Into Liquidation
DUNFERMLINE ATHLETIC: Gets 15 Points Deduction
LESIE CASS: In Administration, Closes Stores
MID STAFFORDSHIRE NHS: Trust Put Into Administration

RAMADA ENCORE: In Administration as NAMA Firesale Fears Rekindled
RMP SPECIALIST: In Administration, Cuts 50 Jobs
SHEFFIELD CDO: Hedge Transaction Cut No Impact on Moody's Ratings
TAYLOR WIMPEY: Fitch Raises LT Issuer Default Rating to 'BB+'


X X X X X X X X

* Moody's Says Nov. 2012 to Feb. 2013 EMEA LSI Remains Stable


                            *********


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B E L G I U M
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ALFACAM GROUP: Wants Court to End Creditor Protection
-----------------------------------------------------
Andrew Clapham at Bloomberg News reports that Alfacam Group
related in an e-mailed statement the company will ask commercial
court in Antwerp to end procedure of creditor protection as it is
no longer able to use funds to support its operations.

According to Bloomberg, the company said that this move "will
probably" be followed by bankruptcy.

Chris Forrester at Advanced Television reports that Alfacam has
been unable to win support from its bankers.

Alfacam's board of directors had hoped that the company could
continue operating under Belgium's CEA III creditor protection, a
process similar to Chapter 11 in the U.S., Advanced Television
notes.

"The company then checked with the banks in particular whether
they would be able and willing to support the new scenario of a
protection under CEA III," Advanced Television quotes a statement
on April 16 as saying.

"On Monday, April 15, 2013, the banks have officially
communicated that they will not support Alfacam Group in its
request for protection under CEA III (WCO III).  Consequently,
the company no longer has the opportunity to use its funds to
support its operations."

As reported by the Troubled Company Reporter-Europe on April 15,
2013, Reuters related that Alfacam was granted creditor
protection in October and has been seeking investors since then.
Talks with creditors and investors failed.  The Belgian market
regulator suspended its shares on April 11, and the company said
they would remain suspended until further notice, Reuters
disclosed.  Alfacam struggled to make enough money from its
broadcast vans to cover its debts, and earlier this month, its
lenders cancelled its credit lines, Reuters recounted.

Alfacam Group is a Belgium-based the provider of Europe's largest
fleet of outside broadcast vans.  The company also provides
broadcast services and TV studios.



===========================
C Z E C H   R E P U B L I C
===========================


SAZKA AS: Main Shareholder Files Suit v. Ex-CEO Over Collapse
-------------------------------------------------------------
Jan Richter, writing for Radio Prague, reports that Ales Husak,
the former CEO of Sazka AS, is facing a lawsuit by the company's
main shareholder, the Czech Sports Association, over his role in
the company's demise.

Sazka's bankruptcy severely undermined funding for Czech sports
and the association is now demanding an apology and CZK1 billion
from Mr. Husak, Radio Prague discloses.

In May 2011, Sazka went down with a crash, Radio Prague recounts.
After more than 50y years in business, the company was declared
bankrupt and sold to new owners a few months later, Radio Prague
relates.

Sazka's demise brought serious problems for its main shareholder,
the Czech Sports Association, an umbrella organization for over
70 different sports groups, Radio Prague says.  The association
would annually receive around half a billion crowns from Sazka
but when the firm went under, the money was gone, Radio Prague
notes.

The sports association has now filed a lawsuit against Mr. Husak,
demanding CZK1 billion crowns in damages, according to Radio
Prague.

The Sazka Arena, now renamed O2 Arena, eventually ruined the
lottery firm, Radio Prague states.  Its construction was
originally estimated at CZK2.5 billion but in actual fact it
reached CZK9 billion which proved too much even for the lottery
giant, Radio Prague discloses.

As it turns out, Mr. Husak's services cost Sazka dearly: his
annual salary in the years immediately preceding the bankruptcy
reached CZK50 million, or more than US$2.5 million, Radio Prague
relates.

The sports association had in the past considered taking
Mr. Husak to court over his salary and other benefits but dropped
the idea as they thought they could not prove that his pay checks
were in fact illegal, Radio Prague recounts.  The former CEO,
meanwhile, remains defiant in the face of the accusations, Radio
Prague notes.

The date of the court hearing has not yet been set, Radio Prague
states.

Sazka AS is the Czech Republic's biggest betting firm.



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


GOSS INTERNATIONAL: French Subsidiary Files For Insolvency
----------------------------------------------------------
Gustav Kemper at World Socialist Web Site reports that the French
subsidiary of Goss International, located in Montataire near
Paris and Nantes, filed for insolvency.  The French Commercial
Court of Compiegne on April 3, 2013, installed an administrator
who will run the company for a maximum of six months.

According to the report, 323 Goss workers in Montataire and 110
in Nantes will lose their jobs.  The report relates that Goss
International management argued that the shrinking of the market
by some 50% and severe competition caused the company to run out
of cash, with barely enough funds to pay for salaries.

The report says the American headquarter of Goss International,
based in Durham, New Hampshire, has decided to transfer the
manufacturing of the press models from Europe to the US.

Goss International manufacturers web offset printing machines.



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


ASOLA SOLARPOWER: Jura District Court Opens Insolvency Process
--------------------------------------------------------------
Sandra Enkhardt at pv-magazine.com reports that the Jura District
Court has opened insolvency proceedings against the assets of
Asola Solarpower GmbH.  Former trustee, lawyer Jochen Grentzbach,
has been appointed liquidator of the company by the court, the
report relates citing a public notice.

Creditors have until May 1 to file their claims.  Meanwhile, the
district court has scheduled a creditor meeting for June 6, says
pv-magazine.com.

At the end of January, the report notes, the photovoltaics
manufacturer filed a petition for insolvency. A strategic
realignment has recently been initiated, which has the broad
agreement of the creditors committee, pv-magazine.com relates.
This should now be implemented in the coming weeks, liquidator
Grentzbach said in an initial statement.

Asola Solarpower GmbH is a Germany-based solar company.


KION GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Germany-based material handling equipment manufacturer KION Group
GmbH to positive from stable.  At the same time, S&P affirmed its
'B' long-term corporate credit rating on KION.  In addition, S&P
affirmed its 'B' issue ratings on KION's EUR650 million and
EUR500 million senior secured notes.  The recovery rating on
EUR500 million and EUR650 million back-to-back loan facilities
borrowed by Linde Material Handling is '4', indicating S&P's
expectation of average (30%-50%) recovery prospects for lenders
in the event of a payment default.

S&P's outlook revision reflects KION's significantly improved
credit metrics and the potential for a one-notch upgrade over the
next 12 months.  Although S&P do not expect KION's metrics to
show further substantial improvements following the group's
significant debt reduction in 2012, it sees a chance that KION
could manage to sustain credit metrics at least close to current
levels, which S&P believes is commensurate with a higher rating.

A number of factors drove the improvement, including a
significant inflow of funds following KION's transactions with
China's Weichai Power Co. Ltd. (Weichai) that led to an inflow of
EUR738 million. Weichai subscribed to a 25% capital increase that
led to cash inflows of EUR467 million, and the sale of a 70%
stake in KION's hydraulics business to Weichai brought EUR271
million.  The proceeds from the Weichai transactions have been
largely used to repay outstanding debt under KION's senior
facilities, with EUR200 million kept at KION Holding 1 GmbH
level.  S&P understands this cash will be accessible for the
operating entities when needed.  The group's credit metrics also
benefited from the conversion of its EUR671 million shareholder
loan into equity.

In addition, KION showed a better-than-expected operating
performance throughout 2012, with revenues up by about 8% and an
increase in its adjusted EBITDA margin to 13.3% from 11.1% in
2011, unadjusted for restructuring expenses, but stripping out
the net gains of the Weichai transactions.  On the back of this,
2012 funds from operations (FFO) to debt improved to about 11%
from about 8% in 2011, and debt to EBITDA to about 5.1x from 9.4x
(also unadjusted for restructuring expenses).  However, 2012
credit metrics still include the hydraulics business' full-year
earnings and cash flow as it was deconsolidated on Dec. 27, 2012.
Figures not including that business would look weaker, with FFO
to debt of about 10% and debt to EBITDA of about 5.6x.

Despite a difficult economic environment, S&P believes that KION
could sustain credit metrics at the higher end of the indicative
ratio guideline for its "highly leveraged" financial risk
profile, including FFO to debt of more than 10% and debt to
EBITDA of less than 6x in 2013.  S&P views KION's cyclicality as
above industry average, but it has not yet been significantly
affected by the weak European economy because of stronger growth
elsewhere.

Under S&P's base-case scenario, it assumes KION will report flat
revenue growth in 2013, assuming that moderate revenue growth
from a fairly stable volume trend in equipment sales, and growing
revenues from aftermarket operations, will balance the effect of
the hydraulics sale.  S&P also assumes that operating margins
will decrease slightly due to the disposal.  S&P believes that
ongoing high interest payments and continued, albeit decreasing,
restructuring charges will also hamper the group's cash flow
generation in 2013, and to a lesser degree in 2014.  S&P do not
forecast a significant improvement in the group's free operating
cash flow (FOCF) generation, making further significant
improvements in credit metrics difficult to achieve.

The rating reflects S&P's view of the group's "highly leveraged"
financial risk profile and "satisfactory" business risk profile.
In S&P's opinion, KION's very high financial leverage limits its
ability to reduce leverage through FOCF in the near to medium
term.  The rating is also restricted by the group's exposure to
cyclical demand for new material handling equipment and its
volatile, though improved, operating profitability.  S&P sees
these constraints as partly offset by the group's very strong
market position in Europe, where it generates a substantial
proportion of sales and earnings in less cyclical aftersales
activities.  KION also has good end-market and customer-base
diversity and "adequate" liquidity, in our view.

S&P's positive outlook on KION reflects the potential for a one-
notch upgrade over the next 12 months.  Although S&P do not
expect KION's metrics to show further substantial improvement
following the significant drop in its debt in 2012, it sees a
chance that KION could manage to sustain credit metrics at least
close to the current level, which we believe is commensurate with
a higher rating.

An upgrade would depend on the sustainability of credit metrics
commensurate with a 'B+' rating.  Specifically, FFO to debt of
more than 10% and debt to EBITDA of lower than 6x at all times.
S&P expects the group to show a fairly robust performance in 2013
despite a challenging industry outlook in Europe, which should
allow the company to generate positive, albeit low, FOCF.

A revision of the outlook to stable would likely be prompted by
significantly weaker operating conditions than S&P currently
anticipates, failure to control investments in working capital
and capex, and/or a turn to a more aggressive financial policy.



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G R E E C E
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FREESEAS INC: Regains Compliance with NASDAQ's Closing Price Rule
-----------------------------------------------------------------
FreeSeas Inc. has received a letter from NASDAQ, indicating that
the Company has regained compliance with the $1.00 per share
minimum closing bid price requirement for continued listing on
the NASDAQ Capital Market, pursuant to the NASDAQ marketplace
rules. Since Feb. 19, 2013, FreeSeas was eligible for an
additional
180- calendar day period to regain compliance.  For at least 10
consecutive business days from March 6, 2013, to April 2, 2013,
the closing bid price had been at $1.00 per share or greater.
NASDAQ indicated within its letter that since the Company has
regained compliance with Listing Rule 5450(a)(1), this matter is
now closed.

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of
the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


* GREECE: To Sack 15,000 Workers to Unlock Next Bailout Tranche
---------------------------------------------------------------
Tom Fairless and Alkman Granitsas at Dow Jones Newswires report
that Greece has identified some 15,000 public sector workers to
be let go over two years as part of a tentative agreement sealed
Monday with its international lenders to unlock the next payments
from its EUR173 billion (US$226 billion) bailout.

After weeks of negotiations, representatives of the European
Commission, the International Monetary Fund, and the European
Central Bank that the review had been completed and a "staff-
level agreement" reached with the Greek government, Dow Jones
relates.

That paves the way for Greece to receive a promised EUR2.8
billion (US$3.67 billion) installment from its creditors this
month, pending approval from euro-zone finance ministry
officials, Dow Jones says.

According to Dow Jones, another disbursement of EUR6 billion in
May still requires approval from finance ministers, who are
expected to discuss the agreement at their next regular meeting
May 13.

The so-called troika of creditors arrived in Athens in early
March for what had been expected to be a weeklong review of
Greece's progress meeting the terms of its bailout, which had
been improving in recent months, Dow Jones recounts.

This month, the government announced that it had beat its budget
targets for 2012 - a first since the country received its initial
bailout in 2010, Dow Jones relates.

Under the terms of the latest agreement, Greece had agreed to
place some 25,000 public workers in a labor-reserve pool this
year, Dow Jones says.  There they will be paid 75% of their wages
until they are transferred to other positions, according to Dow
Jones.  If other jobs aren't found in a year, they will be
dismissed, Dow Jones notes.


* GREECE: Moody's Says RMBS Market Continues to Deteriorate
-----------------------------------------------------------
The performance of the Greek residential mortgage-backed
securities (RMBS) market continued to weaken during the three-
month period up to February 2013, according to the latest indices
published by Moody's Investors Service.

In February 2013, Estia Mortgage Finance II PLC remained the
worst performer. The transaction's 90+ day delinquencies levels,
which are the highest in the market, rose to 7.85% in February
2013, from 5.43% in February 2012. In terms of cumulative
defaults, the transaction's default level increased to a new
overall market high of 4.96% in February 2013, from 2.72% a year
ago. In most other Greek RMBS deals, 90+ day delinquencies and
cumulative defaults levels remained comparable with the market
average performance in the 12-month period leading up to February
2013.

Moody's Greek RMBS index of cumulative defaults increased to
1.60% of the original balance in February 2013, from 1.06% in
February 2012. As more Greek mortgage borrowers became
unemployed, the number of borrowers that fell into delinquency
also increased and cumulative defaults continued to rise. The 90+
day delinquency trend increased to 4.25% of the current balance
in February 2013, up from 2.77% in February 2012.

While the reserve funds of three transactions are currently below
their target levels, Kion Mortgage Finance has been able to fully
fund its reserve fund up to the target amount in January 2013.
Moreover, no transactions have fully drawn their reserve funds.

In February 2013, the current outstanding pool balance of Greek
RMBS transactions was EUR2,739 million, compared with EUR3,432
million in February 2012, a 20% year-over-year decrease as a
result of planned amortization. In total, 11 RMBS transactions
launched and rated by Moody's since 2004 have been included in
the index. The number of transactions has decreased over time and
currently only seven transactions remain outstanding.



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I R E L A N D
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GLASGOW RANGERS: Launches Probe Into CEO's Conduct
--------------------------------------------------
independent.ie reports that Glasgow Rangers have launched an
inquiry into the conduct of Chief Executive Charles Green over
reports he had links to the former owner who presided over the
club's collapse last year.

Former Rangers owner Craig Whyte has said in recent days that he
was secretly involved in the takeover of Rangers last year by a
consortium led by Mr. Green, according to independent.ie.

Mr. Whyte was the majority shareholder in Rangers, 54 times
Scottish champions, when they went into administration in
February 2012.

independent.ie says that Rangers said they had commissioned an
independent report into allegations made by Whyte concerning
Green and Commercial Director Imran Ahmad.

"Mr. Green and Mr. Ahmad strenuously deny any wrongdoing and
lawyers have been instructed by the Company to address these
allegations," the statement said, the report notes.

independent.ie discloses that Rangers had to relaunch from the
lowly fourth tier of the Scottish game this season after their
former parent company went into liquidation.

Green, an English businessman, led the rescue and owns around 8%
of the club which is now listed on London's AIM stock exchange,
generally used by smaller companies.


MUCKROSS PARK: High Court Reinstates Receiver
---------------------------------------------
The Irish Times reports that the High Court has reinstated a
receiver to the five-star Muckross Park Hotel run by businessman
Bill Cullen and his partner Jackie Lavin.

According to the Irish Times, receiver Declan Taite intends to
continue operating the hotel, which employs 106 people, as a
going concern.

Mr. Justice Peter Charleton on Friday declined the couple's
application to confirm an examiner to allow for finalization of
survival proposals after hearing the three companies seeking
court protection owned half of the hotel and Mr. Cullen owned the
other half, the Irish Times relates.  He said that the court had
no jurisdiction to restructure the finances of an individual, the
Irish Times notes.

ACCBank, owed some EUR9.2 million, had opposed examinership and
argued there was material non-disclosure of matters concerning
ownership of the lands and creation of a leaseback arrangement
relating to a new wing of the hotel built on those lands, the
Irish Times discloses.

Mr. Justice Charleton, as cited by the Irish Times, said he
would, with regret, refuse examinership.  From what he had heard
about the hotel in the past year, it had a very good possibility
of survival but the court could not restructure an individual's
finances, the Irish Times relates.

According to the Irish Times, Justice Charleton said that as the
receiver wished to continue the hotel as a going concern,
receivership would achieve the same as examinership.  Mr. Taite
was reinstated to take control of the hotel from 4:00 p.m. on
Friday, April 12, the Irish Times discloses.



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I T A L Y
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BANCA MONTE: Prosecutors Seize Nomura Assets in Derivatives Probe
-----------------------------------------------------------------
Elisa Martinuzzi and Sergio Di Pasquale at Bloomberg News report
that Italian prosecutors are seizing about EUR1.8 billion (US$2.4
billion) of assets from Nomura Holdings Inc. (8604) as part of a
probe into Banca Monte dei Paschi di Siena SpA's use of
derivatives to hide losses.

According to Bloomberg, prosecutors in Siena, where the bank is
based, said in a statement yesterday that Sadeq Sayeed, Nomura's
former European head, and Raffaele Ricci, a managing director in
fixed-income sales, have also been put under probe for colluding
to obstruct regulators and making false statements.  They are
also sequestering EUR14.4 million of assets from three of the
Italian lender's former managers who are already under probe,
including Chairman Giuseppe Mussari, General Manager Antonio
Vigni and finance chief Gianluca Baldassarri, Bloomberg
discloses.

The prosecutors said that the seizures are linked to allegations
of fraud and usury, Bloomberg notes.

As part of the deal with Nomura, Monte Paschi bought Italian
government bonds using a loan from the Tokyo-based bank,
Bloomberg discloses.  It swapped the fixed-rate interest payments
on the bonds with a floating rate and guaranteed the credit risk
on the bonds, effectively making a bet on the future value of
Italian government bonds, Bloomberg relates.  The bank said that
as those securities tumbled during Europe's sovereign debt
crisis, Monte Paschi was forced to post additional margin at a
cost of EUR173 million, Bloomberg notes.

The prosecutors said that about EUR1.7 billion of the assets to
be seized is margin pledged by Monte Paschi to Nomura, Bloomberg
discloses.  The Siena prosecutor has frozen payments on the
contract, Bloomberg says, citing a person with direct knowledge
of the probe, who asked not to be identified because the probe is
continuing, Bloomberg notes.

According to Bloomberg, a police official said that the finance
police and the Bank of Italy are working jointly on the asset
seizure.

Monte Paschi sought a EUR4.1 billion bailout in February, its
second in four years, as its capital shortfall widened, Bloomberg
recounts.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Feb. 4,
2013, Standard & Poor's Ratings Services said that it lowered its
long-term counterparty credit rating on Italy-based Banca Monte
dei Paschi di Siena SpA (MPS) to 'BB' from 'BB+'. S&P also
lowered its rating on MPS' Lower Tier 2 subordinated notes to
'CCC+' from 'B-'.  These ratings remain on CreditWatch, where S&P
originally placed them with negative implications on Dec. 5,
2012.  S&P lowered the ratings on MPS' junior subordinated debt
to 'CCC' from 'CCC+' and on its preferred stock to 'CCC-' from
'CCC'.  S&P also placed these ratings on CreditWatch with
negative implications.  S&P affirmed its 'B' short-term
counterparty credit rating on the bank.  The downgrade follows
MPS' recent announcement related to the investigation of
potential losses on three structured transactions.


TAURUS CMBS 2: S&P Retains 'BB' Rating on Two Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'A+ (sf)'
credit rating on Taurus CMBS No. 2 S.r.l.'s class A notes.  The
other rated classes of notes in this transaction are unaffected
by the rating action.

The class A notes were scheduled to mature in July 2019.  The
servicer's cash manager report confirms that the class A notes
fully redeemed on the January 2013 interest payment date.

The collateral backing the sole remaining loan in the transaction
comprises mixed-use properties in the Italy.

Taurus CMBS No. 2 is an Italian commercial mortgage-backed
securities (CMBS) transaction that closed in December 2005, with
a scheduled note maturity in July 2019.  At closing, the
transaction had notes totaling EUR403.9 million.  The current
outstanding balance of the notes is EUR87.71 million.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class               Rating
            To                From

Taurus CMBS No. 2 S.r.l.
EUR403.9 Million Commercial Mortgage-Backed Floating-Rate Notes

Rating Withdrawn

A           NR                A+ (sf)

Ratings Unaffected

B           A+ (sf)
C           A+ (sf)
D           A+ (sf)
E           A+ (sf)
F           BB (sf)
G           BB (sf)

NR-Not rated.


TEAMSYSTEM HOLDING: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to Titan LuxCo 2 S.a.r.l.
- to be renamed TeamSystem Holding S.p.A., the largest Italian
provider of ERP and professional management software to small and
medium-sized enterprises and local professionals based on number
of end users.

Concurrently, Moody's has also assigned a provisional (P)B2
senior secured rating to the group's proposed issuance of EUR300
million of senior secured notes due 2020. The outlook on all
ratings is stable. This is the first time Moody's has assigned
ratings to TeamSystem.

Ratings Rationale:

"The B2 ratings assigned to TeamSystem primarily reflects the
small size of the group -- approximately EUR154 million in
revenues as at financial year-end December 2012 -- its geographic
concentration and high financial leverage, which characterize it
as a non-investment-grade company," says Paolo Leschiutta, a
Moody's Senior Credit Officer - Vice President and lead analyst
for TeamSystem. "However, the B2 rating also reflects the group's
reputation and solid market presence in providing dedicated
software to its customers, which incur switching costs if they
change provider," adds Mr. Leschiutta.

Moody's recognizes that, despite the group's modest size,
TeamSystem has the largest market share in the Italian management
software market to professionals, namely accountants, payroll
professionals, and SMEs. TeamSystem's existing customers and
distribution network, together with the switching costs
associated with its products, represent strong barriers to market
entry. The rating is also supported by Moody's expectation that,
pro-forma for the proposed refinancing, the group will reduce its
financial leverage over time, which is currently high for the
rating, and maintain an adequate liquidity profile.

TeamSystem's high EBITDA margin (36% at fiscal year ending
December 2012 on a company-reported basis) and modest capex needs
result in high cash conversion rates. However, Moody's expects
the group's cash flow generation to be partially eroded by the
large interest payments that it will incur to support its new
capital structure. Nonetheless, the rating agency would expect
the group to generate positive free cash flow on an ongoing
basis. This, together with an adequate liquidity profile and a
positive track record of stable performance, compensate for
TeamSystem's modest size and its exposure to the Italian
macroeconomic environment, which remains difficult and could
result in the group being more challenged to maintain the growth
rate and profitability seen in the past.

TeamSystem will use the proceeds of its proposed issuance of
EUR300 million of senior secured notes to repay existing debt
including a bank facility and some shareholder loans. Following
the transaction, the group's ownership will not change, with
private equity groups HG Capital and Bain Capital owning 53% and
23%, respectively.

Following the refinancing, Moody's would expect the group to
exhibit financial leverage, measured by the ratio debt/EBITDA,
adjusted for operating leases and pension deficits, of around
5.8x and a retained cash flow (RCF)/net debt ratio of around 7%.
These metrics will position the group at the lower end of the
rating category in light of its modest size and lack of
geographic diversification.

Nonetheless, the stable outlook on the ratings reflects Moody's
expectation that TeamSystem will successfully weather the
currently challenging market conditions in Italy and that its
financial leverage will decrease over time, positioning the group
more solidly in the B2 rating category.

What Could Change The Rating Up/Down

Upwards rating pressure is currently limited by the small size of
the group. However, a track record of stable performance leading
to a financial leverage below 4.5x and an RCF to net debt above
10% could result in a rating upgrade. Downwards rating pressure
could arise, on the contrary, if the group's operating
profitability or liquidity profile deteriorate or in the case of
prolonged negative free cash flow that had to result in the
failure to reduce financial leverage below 5.5x.

Principal Methodology

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

Founded in 1979, TeamSystem provides information management
software in Italy to SMEs and professionals. On a pro forma
basis, during 2012, the group generated EUR154 million of
revenues, EUR55.4 million of EBITDA and employed 1,146 people.



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


ALFA-BANK KAZAKHSTAN: Moody's Withdraws B1.kz Deposit Ratings
-------------------------------------------------------------
Moody's Investors Service has withdrawn the B1.kz long-term
national scale deposit rating of Alfa-Bank Kazakhstan. The rating
carried no specific outlook at the time of withdrawal.

Moody's has withdrawn the rating for its own business reasons.
The rating withdrawal does not reflect a change in the bank's
creditworthiness.

Alfa-Bank Kazakhstan had no outstanding debt rated by Moody's at
the time of the withdrawal.

Headquartered in Almaty, Kazakhstan, Alfa-Bank Kazakhstan
reported total assets of KZT131 billion ($871 million) and net
profit of KZT2.7 billion ($18 million) as of year-end 2012,
according to its unaudited IFRS financial statements.

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


KAZAKSTAN ENGINEERING: Moody's Rates KZT15-Bil. Bond Issue 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a definitive rating of Ba2,
with a loss given default assessment of LGD4/57%, and a stable
outlook to JSC NC Kazakstan Engineering's KZT15 billion (US$100
million) three-year domestic bond issuance.

Ratings Rationale:

The Ba2 definitive rating is in line with the provisional rating
assigned to the bond on October 22, 2012. The rating remains
equivalent to Kazakstan Engineering's Ba2 corporate family
rating, which reflects Moody's view of the unsubordinated nature
of the bond. This view is based on (1) the fact that Kazakstan
Engineering has refinanced most of its debt ranked senior to the
bond; and (2) the rating agency's expectation that Kazakstan
Engineering will raise any new debt on an unsecured basis and at
the holding company level.

As Kazakhstan Engineering is fully owned by the Government of
Kazakhstan through the National Welfare Fund Samruk-Kazyna,
Moody's applies its rating methodology for government-related
issuers (GRIs) in determining the group's corporate family rating
(CFR). According to this methodology, the CFR is driven by a
combination of (1) Kazakhstan Engineering' baseline credit
assessment (BCA) of b2; (2) the Baa2 local currency rating of the
Kazakh government; (3) the very high default dependence between
the group and the government; and (4) the strong probability of
the state providing support to the group in the event of
financial distress.

Kazakhstan Engineering's b2 BCA reflects the group's (1) small
size on a global scale, with estimated revenue of $360 million as
of year-end 2012; (2) lack of track record in terms of operating
and financial performance under the new process of contracting
state orders, implemented at the end of 2012; (3) significant
customer concentration and lack of geographical diversification;
(4) low market share in the civil segment; and (5) overall
exposure to an emerging market operating environment with a less
developed regulatory, political and legal framework.

At the same time, the BCA factors in Kazakhstan Engineering's (1)
monopoly position in the Kazakh defense machinery industry and
favorable conditions of financing state orders; (2) status as a
preferred supplier for large state-controlled customers; (3)
moderate supplier concentration; (4) moderate leverage and
adequate liquidity; and (5) low foreign currency risk, as all the
group's debt is denominated in the Kazakhstani tenge.

The stable outlook on Kazakhstan Engineering's ratings
incorporates Moody's expectation that (1) the Kazakh government
will continue to support the group; (2) domestic demand for the
group's products will remain stable; and (3) the group will
maintain debt/EBITDA of less than 3.5x (as adjusted by Moody's)
and adequate liquidity.

What Could Change the Rating Up/Down

Moody's does not envisage positive pressure being exerted on the
ratings over the next 12-18 months. However, the rating agency
could consider upgrading Kazakhstan Engineering's ratings by one
notch if the group were to build a track record of maintaining a
strong financial profile over time, while materially increasing
the scale of its business.

Conversely, negative pressure could be exerted on the ratings if
(1) Kazakhstan Engineering's debt/EBITDA were to increase above
3.5x (as adjusted by Moody's) on a sustainable basis; or (2) its
liquidity were to deteriorate materially. A one-notch downgrade
of the sovereign rating would not in itself trigger a downgrade
of Kazakhstan Engineering's ratings, provided that all the other
GRI inputs remain unchanged.

Principal Methodology

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in
June 2009 and the Government-Related Issuers: Methodology Update
published in July 2010.

JSC NC Kazakhstan Engineering is a state-controlled holding
company consolidating the defense, machinery and engineering
enterprises in Kazakhstan. The group executes around 75% of state
defense orders and produces around 11% of machinery products in
Kazakhstan. The group is 100% owned by the Kazakhstan National
Welfare Fund Samruk Kazyna and managed by the Kazakhstan Ministry
of Defence. In 2011, Kazakhstan Engineering generated revenue of
US$229 million.


KAZMUNAYGAS: Credit Profile Commensurate with BB Rating Category
----------------------------------------------------------------
Fitch Ratings has assigned JSC National Company KazMunayGas's (NC
KMG) USD-denominated notes an expected foreign currency senior
unsecured 'BBB(EXP)' rating. The final rating is contingent upon
the receipt of final documentation conforming materially to
information already received and details regarding the amount and
tenor of the notes. The notes are issued under NC KMG's the
US$10.5 billion medium term program rated at 'BBB' by Fitch.

KEY DRIVERS

- Ratings Notched From Sovereign's

Fitch upgraded NC KMG's Long-term foreign and local currency
Issuer Default Ratings (IDRs) in November 2012 to reflect the
upgrade of Kazakhstan's Long-term foreign and local currency IDRs
to 'BBB+' and 'A-' respectively. Although NC KMG continues to
benefit from strong links with the Kazakh state, an explicit
state guarantee would be needed for a significant portion of NC
KMG's debt to ensure a full rating alignment, in the agency's
view. Therefore, the company's ratings are notched down one notch
from the sovereign ratings. Fitch views NC KMG's standalone
operational and credit profile as commensurate with the 'BB'
rating category.

- JVs and Affiliates Drive Production Growth

Fitch considers the continued development of the main oil and gas
projects in Kazakhstan operated by joint ventures (JVs) and
associates, in which NC KMG has equity stakes, as a pre-requisite
for the company's production growth in the medium term. This is
in contrast to JSC KazMunaiGas Exploration Production, majority-
owned by NC KMG, whose primary goal is to arrest natural
production decline and maintain stable oil output levels from its
fields. Nonetheless, upstream is likely to remain NC KMG's
leading segment by EBITDA and cash flows contribution.

- Affiliates' Dividends Provide Cash

Fitch expects that cash dividends from NC KMG's JVs and
affiliates will remain the main source of its cash inflows in
2013-2014. In 2012, NC KMG received KZT504 billion in dividends
from JVs and associates, up from KZT406 billion in 2011, while it
only generated KZT94 billion in net cash flows from operations.
The agency anticipates that Tengizchevroil LLP, NC KMG's largest
affiliate by dividend contribution, will continue paying large
dividends to the company despite its expansion plans. In 2012,
Tengizchevroil paid KZT244 million in dividends to the company, a
nearly 20% drop on the 2011 levels.

- Weaker Financials Than Peers's

NC KMG plans to implement an ambitious capex program of nearly
US$17 billion in 2012-2016, and fund almost half of it with debt.
As a result, Fitch forecasts that the company's funds from
operations (FFO) adjusted leverage will remain well above 3x in
2012-13, based on the agency's oil price deck for Brent of
US$100/bbl in 2013 and US$92/bbl in 2014. NC KMG compares
unfavourably with its similarly-rated Russian oil and gas peers,
based on its coverage and leverage ratios. The agency also
anticipates that the company will continue generating negative
free cash flow in 2013-2014.

- Focus on Gross Leverage

Although Fitch believes that the accessibility of the company's
cash held at domestic banks has improved since 2009, NC KMG
continues to rely heavily on external debt financing for capex
funding. Therefore, the agency does not view NC KMG's significant
cash balance of KZT415 billion plus short-term deposits of KZT633
billion at end-2012 as fully offsetting its high indebtedness and
continues to focus its analysis on gross, rather than net,
leverage metrics.

RATING SENSITIVITY ANALYSIS

Positive: Future developments that could lead to positive rating
actions include:

- Sovereign Rating Action

NC KMG's ratings will be affected by a sovereign rating action.
An upgrade of Kazakhstan's rating would lead to an upgrade of NC
KMG's ratings.

Negative: Future developments that could lead to negative rating
actions include:

- Sovereign Rating Action and/or Support

NC KMG's ratings will be affected by a sovereign rating action. A
downgrade of Kazakhstan's rating would lead to a downgrade of NC
KMG's ratings. Evidence of weakening state support would be
negative for NC KMG's ratings.

- Aggressive Acquisitions and/or Capex

Aggressive acquisitions and/or an investment program resulting in
a further material deterioration of the standalone credit metrics
could be negative for NC KMG's ratings.

LIQUIDITY AND DEBT STRUCTURE

- Significant Leverage to Remain

At 31 December 2012, NC KMG's had KZT2,403 billion in gross
unadjusted debt. Its FFO leverage was 2.7x at end-12, down from
3.3x in 2011. The company's short-term debt of KZT583 billion was
not onerous compared to its cash position of KZT415 billion plus
KZT633 billion in short-term deposits, assuming its full
accessibility.

- Satisfactory Liquidity

Fitch forecasts that NC KMG will continue generating negative
free cash flows in 2013-2014 given its intensive capex program.
The company will face spikes in its debt maturities in 2013 and
2015, which Fitch expects to be largely refinanced.


OIL INSURANCE: S&P Affirms 'B+' Rating; Outlook Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Kazakhstan-based JSC Oil Insurance Co (NSK) to
positive from stable.  At the same time, S&P affirmed its 'B+'
long-term counterparty credit and financial strength ratings and
'kzBBB' Kazakhstan national scale rating on the company.

The outlook revision reflects S&P's view that NSK has
significantly decreased its market risk exposure over the past
few years, preserving the "marginal" credit quality of its
investments.  S&P also believes that NSK will likely improve its
capitalization to at least "adequate" over the next 12 months,
following a likely full profit retention for 2012.

NSK decreased its exposure to currency risk in its investment
portfolio to 4% of total investments in 2012 from 46% in 2011 and
90% in 2010.  S&P believes that the company's current currency
risk exposure is sustainable.

S&P considers NSK's capitalization to be "marginal," based on its
risk-based capital model, and expect it will improve to
"adequate" over the next 12 months.  S&P understands that the
shareholders decided not to pay dividends out of 2012 profits.
The company aims to increase its actual solvency margin to at
least 1.5x the minimum margin required by the Kazakh regulator.
This should provide NSK a safe cushion for further premium
increases and potential growth in its inward reinsurance
business.  The company's actual solvency margin was 21% greater
than the regulatory minimum as of Dec. 31, 2012.

The positive outlook reflects S&P's opinion that NSK will likely
improve its capitalization while maintaining its currency risk
exposure at less than 10% of total assets and sustaining its
competitive position in Kazakhstan's motor insurance market.  S&P
expects gross premium written growth of 10% and no significant
changes to the portfolio structure in 2013.

S&P would consider an upgrade if capitalization improved to at
least "adequate," based on its capital model, with all other
factors remaining at least at their current levels.

S&P could revise the outlook to stable if the shareholders
received dividends at an amount that lowered NSK's capitalization
to "marginal" or if the company's currency risk increased.

S&P could consider a negative rating action if NSK's operating
results deteriorated, resulting in a net combined ratio
significantly greater than 100%, or if the company's competitive
position significantly deteriorated.



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


INTELSAT SA: Issues US$3.5 Billion Senior Notes
-----------------------------------------------
Intelsat (Luxembourg) S.A. issued US$3.5 billion aggregate
principal amount of Senior Notes, consisting of US$500 million
aggregate principal amount of 6 3/4% Senior Notes due 2018, US$2
billion aggregate principal amount of 7 3/4% Senior Notes due
2021 and US$1 billion aggregate principal amount of 8 1/8% Senior
Notes due 2023.  The New Luxembourg Notes were issued pursuant to
an indenture, dated as of April 5, 2013, among Intelsat
Luxembourg, as issuer, Intelsat S.A., as parent guarantor, and
Wells Fargo Bank, National Association, as trustee.  The net
proceeds from the New Luxembourg Notes will be used by Intelsat
Luxembourg to redeem US$915 million aggregate principal amount of
its outstanding 11 1/2 / 12 1/2% Senior PIK Election Notes due
2017 in its previously announced redemption, to redeem the
remaining approximately US$1,588 aggregate principal amount of
its outstanding 2017 PIK Notes in its previously announced
redemption, and to redeem US$754.8 million aggregate principal
amount of its outstanding 11 1/4% Senior Notes due 2017 in its
previously announced redemption, to pay related fees and expenses
and for general corporate purposes, which may include the
repayment, redemption, retirement or repurchase of additional due
2017 Senior Notes or other outstanding indebtedness of Intelsat
Luxembourg and its subsidiaries.

Each series of New Luxembourg Notes is redeemable on the dates,
at the redemption prices and in the manner specified in the
Indenture.

Pursuant to a registration rights agreement, dated as of April 5,
2013, Intelsat Luxembourg, as issuer, and Intelsat S.A., as
parent guarantor, agreed with Goldman, Sachs & Co., as
representative of the initial purchasers in the offering of the
New Luxembourg Notes, in the limited circumstances to make an
offer to exchange the New Luxembourg Notes for registered,
publicly tradable notes that have substantially identical terms
to the New Luxembourg Notes.

Certain of the Initial Purchasers and their respective affiliates
have, from time to time, performed, and may in the future
perform, various financial advisory, investment banking and
commercial banking services for Intelsat Luxembourg and its
affiliates, for which they received or will receive customary
fees and expenses. Affiliates of one or more of the Initial
Purchasers are lenders or agents under the credit facilities
maintained by Intelsat Luxembourg's affiliates.

A copy of the Form 8-K is available for free at:

                         http://is.gd/PUriav

A copy of the Indenture is available for free at:

                         http://is.gd/KS9doR

                           About Intelsat

Luxembourg-based Intelsat is the leading provider of satellite
services worldwide.  For over 45 years, Intelsat has been
delivering information and entertainment for many of the world's
leading media and network companies, multinational corporations,
Internet Service Providers and governmental agencies.  Intelsat's
satellite, teleport and fiber infrastructure is unmatched in the
industry, setting the standard for transmissions of video, data
and voice services.  From the globalization of content and the
proliferation of HD, to the expansion of cellular networks and
broadband access, with Intelsat, advanced communications anywhere
in the world are closer, by far.

Intelsat S.A. incurred a net loss of US$145 million in 2012, a
net loss of US$433.99 million in 2011, and a net loss of
US$507.76 million in 2010.  The Company's balance sheet at
Dec. 31, 2012, showed US$17.30 billion in total assets, US$18.53
billion in total liabilities and a US$1.27 billion total Intelsat
S.A. stockholders' deficit and US$45.67 million in noncontrolling
interest.

                           *    *     *

As reported by the TCR on April 4, 2013, Moody's Investors
Service placed Intelsat S.A.'s ratings on review for upgrade
(including the Corporate Family Rating currently at Caa1) given
the announcement, by Intelsat Global Holdings S.A., Intelsat's
indirect ultimate parent company, of an equity issue, the
proceeds of which will be applied to reduce debt at Intelsat and
its direct and indirect subsidiaries.



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


CENTRAL EUROPEAN: S&P Lowers Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based vodka producer Central European Distribution
Corp. (CEDC) to 'D' from 'SD' (selective default), in accordance
with S&P's criteria.  S&P also lowered its rating on the
company's 2016 notes to 'D' from 'CC' and removed this rating
from CreditWatch with negative implications, where S&P placed it
on June 8, 2012.

The rating on the 2013 notes remains 'D'.

The rating actions follow CEDC's announcement that it intends to
restructure through a prepackaged Chapter 11 plan of
reorganization.

The company has entered into a restructuring agreement with a
majority of its lenders, which it will implement through a
prepackaged Chapter 11 plan in April 2013.  As a part of the
restructuring, S&P understands that holders of 2016 notes will
receive a total consideration of US$822 million on account of
their claims totaling around US$982 million, consisting of US$172
million in cash, US$450 million in new secured notes, and US$200
million in new convertible notes.  This amounts to an estimated
recovery of approximately 84%. Roust Trading, which is owned by
CEDC chairman, Roustam Tariko, will own 100% of outstanding stock
post-restructuring.  Holders of existing 2013 notes (apart from
Roust Trading) who participate in a separate offer by Roust
Trading will receive a total of US$55 million, made up of US$25
million in cash and US$30 million in Roust Trading notes.  This
entails an estimated recovery of around 35%. Subpar repurchases
and Chapter 11 filing are tantamount to a default, under S&P's
criteria.


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


BANIF-BANCO INTERNACIONAL: Moody's Lowers Deposit Ratings to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded by two notches the debt and
deposit ratings of Banif-Banco Internacional do Funchal, S.A. to
Caa1/Not Prime from B2/Not Prime, following the lowering of the
bank's baseline credit assessment (BCA) to ca from caa2, within
the E standalone bank financial strength rating (BFSR) category.
The long-term debt and deposit ratings now carry a negative
outlook.

The downgrade reflects Moody's view that the bank is highly
likely to require further external support to remain a going
concern, because of the significant pressures on (1) the bank's
profitability, with minimal short-term prospects for an
improvement; and (2) asset quality, with very high levels of non-
performing loans (NPLs) exceeding the system's average, against
the backdrop of Portugal's very weak economic conditions, with a
2% GDP contraction expected for 2013.

The rating downgrade also reflects Moody's assessment of the
insufficient recapitalization plan approved by the Portuguese
government on 31 December 2012. Despite the broad public-sector
support package of EUR1.1 billion that has been delivered to the
bank, the rating agency believes that there is a very high
likelihood that further government support will be needed to
ensure the bank's future financial viability.

This rating action concludes the review with direction uncertain
initiated on December 4, 2012.

In addition, Moody's has downgraded Banif's senior subordinated
debt ratings to C from Caa3, and the junior subordinated debt
ratings to C from Ca, both of which carry no outlook. The
preference shares have been affirmed at C (hyb), with no outlook.

Ratings Rationale:

- Lowering Of The BCA

The lowering of Banif's BCA to ca from caa2 reflects Moody's
assessment of a very high likelihood that further public support
will be needed to recapitalize the bank in light of the very
negative trends of its credit fundamentals. In particular,
Moody's is concerned that the recessionary economic environment
expected for 2013 in Portugal will exert significant pressure on
the bank's already very weak profitability and asset-quality
indicators, leading to an erosion of Banif's recently replenished
capital base below minimum regulatory solvency thresholds.

While Moody's acknowledges that public-sector support has
positively affected the bank's solvency, the very adverse
operating environment may also challenge the achievement of the
deleveraging targets contemplated in the restructuring plan.

On December 31, 2012, Portugal's Ministry of Finance formally
announced the approval of Banif Group's recapitalization process,
entailing a total of EUR1.1 billion of public-sector support
(EUR400 million in the form of CoCos and EUR700 million of
preferred shares). The state aid was delivered in January 2013
and allowed Banif to comply with Bank of Portugal's minimum
regulatory core Tier I ratio of 10% by year-end 2012.

By year-end 2012, Banif undertook a significant organizational
restructuring, entailing the merger of Banif SGPS -- its former
parent -- into Banif, with the latter now acting as head of the
group. This has resulted in a significantly simplified
organizational structure and will continue to contribute to the
reduction of intra-group funding and lending. Furthermore, as
part of its recapitalization plan, Banif will have to undertake
significant balance-sheet deleveraging over five years.

Moody's lowering of the bank's BCA therefore captures the
improvements in corporate governance and the longer-term benefits
of deleveraging, which do not offset the risks associated with
Banif's fragile risk-absorption capacity; the rating agency
expects that this capacity will be further pressured by Banif's
negative profitability and asset-quality trends.

At the E/ca rating level, the standalone BFSR carries no outlook.

- Downgrade of Debt Ratings and Support Assumptions

The two-notch downgrade of Banif's senior debt and deposit
ratings to Caa1/NP from B2/NP reflects the lowering of the bank's
BCA. The Portuguese government has provided support to Banif and
Moody's expects that further support is likely in case of need.
The government's fully funded Bank Solvency Support Facility
would be the likely source of further support because it still
has a capacity of around EUR6 billion to be dispersed into the
banking system. On this basis, Moody's believes that there is a
high probability of systemic support from the Portuguese
government for Banif, which results in three notches of rating
uplift incorporated in Banif's debt and deposit ratings from the
BCA.

The debt ratings have a negative outlook reflecting ongoing
pressures from the operating environment, the negative outlook of
the Portuguese government's Ba3 bond rating, as well as the
evolving systemic support environment.

Subordinated Debt and Hybrid Ratings

Moody's has downgraded the senior subordinated debt ratings of
Banif to C from Caa3 and the junior subordinated debt ratings to
C from Ca, with no outlook, in line with the lowering of the
bank's BCA. In addition, Moody's has affirmed Banif's preference
shares ratings at C (hyb) with no outlook.

What Could Move the Rating Up/Down

An upgrade of Banif's standalone BFSR is currently unlikely,
given this downgrade. An improvement of Banif's BCA could be
driven by (1) a sustainable improvement in its loss-absorption
capacity and its capital levels, with the fulfillment of the
targets in its restructuring plan; (2) a recovery in its
profitability indicators, with the bank returning to profit; (3)
the work-out of its asset-quality challenges; and (4) sustainable
and normalized access to capital markets.

Downwards pressure on Banif's BCA would develop if the bank was
put into liquidation or into an orderly wind-down.

Negative pressure on the bank's debt and deposit ratings could
result from (1) a further downgrade of the sovereign's rating
(currently at Ba3, with a negative outlook); (2) a lowering of
Banif's BCA; (3) and/or if Moody's assumes a lower likelihood of
systemic support for Banif.

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



=============
R O M A N I A
=============


MECHEL CAMPIA: Court to Rule on Insolvency Petition Today
---------------------------------------------------------
SeeNews reports that Mechel Campia Turzii, recently sold by
Russian mining and metals company Mechel to a Bucharest-based
company, said it has filed for insolvency.

According to SeeNews, Mechel Campia Turzii said in a statement
filed with the Bucharest Stock Exchange on Friday that a court in
the northwestern city of Cluj will rule on the insolvency
petition today, April 17.

Mechel Campia Turzii reported a net loss of RON107 million
(US$31.8 million/EUR24.3 million) in 2011, according to data from
Romania's finance ministry, SeeNews relates.  The company's
shares are currently suspended from trading, SeeNews discloses.

Mechel Campia Turzii is a Romanian steel maker.


* ROMANIA: Insolvency Cases in Latvia Up 10% in Q1 2013
-------------------------------------------------------
The Baltic Course, citing LETA/Nozare.lv, reports that 545
insolvency cases were opened in Latvia in the first quarter of
2013, 10% more than in the corresponding period of 2012,
according to the Register of Enterprises' Lursoft data.

After a considerable increase in the number of insolvency cases
in the first quarter of 2010, when 803 insolvency cases were
opened, 22.97% more than in the first quarter of 2009, insolvency
cases considerably reduced in 2011. Nevertheless, the figure
increased during the past two years, Baltic Course relates.

Baltic Course adds that the largest number of insolvency cases in
the first quarter of 2013 was opened against private individuals
- 345 (63.3%).



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


ALFA BOND: Fitch Says Loan Terms Includes Parent Default Clause
---------------------------------------------------------------
Fitch Ratings has assigned Alfa Bond Issuance plc's upcoming RUB-
denominated senior issue of limited recourse loan participation
notes an expected Long-term 'BBB-(EXP)' rating. The final rating
is contingent upon the receipt of final documents conforming to
information already received.

The proceeds from the issue will be on-lent to Russian OJSC Alfa-
Bank (Alfa), rated Long-term local and foreign currency Issuer
Default Ratings (IDR) 'BBB-'/Stable, Short-term IDR 'F3',
Viability Rating 'bbb-', Support Rating '4', Support Rating Floor
'B' and National Long-term rating 'AA+(rus)'/Stable.

There are no financial covenants in the facility agreement except
compliance with regulatory capital requirements.  The terms of
the issue include an event of default clause in case the parent
company ABH Financial Limited (ABHFL, 'BB+'/Stable) or its
successor (in case of potential reorganisation) ceases to control
more than 50% of Alfa.  The loan/notes will not be guaranteed by
ABHFL.

Key Rating Drivers

The issue ratings correspond to Alfa's Long-term local currency
IDR ('BBB-'/Stable), which reflects the bank's solid franchise
and decent prospects for further franchise development, its solid
management and track record of navigating through successive
crises in the Russian market and its currently strong balance
sheet and performance metrics. At the same time, Alfa's IDRs also
consider its still moderate market shares in a sector dominated
by state-owned banks, the likelihood of continued significant
cyclicality in the performance of the Russian economy and the
bank and potential contingent risks arising from the operations
of the broader Alfa Group.

Rating Sensitivities

An upgrade of Alfa's Long-term IDRs and issue ratings is unlikely
in the near term given the level of Russia's sovereign IDRs
('BBB'/Stable); the expected cyclicality in the performance of
the Russian economy, and hence also of the bank; and Alfa's still
moderate market shares.

A deep and prolonged recession in Russia could put pressure on
Alfa's ratings. However, in light of the bank's track record of
managing through previous crises, Fitch would probably only
downgrade Alfa to sub investment-grade level if there was
considerable impairment to its financial position.


ALLIANCE OIL: Fitch Assigns 'B(EXP)' Rating to Guaranteed Notes
---------------------------------------------------------------
Fitch Ratings has assigned Alliance Oil Company Ltd.'s (AOIL)
USD-denominated guaranteed notes an expected foreign currency
senior unsecured rating of 'B(EXP)'/'RR4'. The final rating is
contingent upon the receipt of final documentation conforming
materially to information already received and details regarding
the amount and tenor.

The notes will be issued by Alliance Oil Company Ltd., and will
be guaranteed by its key upstream operating subsidiaries.
According to the terms and conditions of the notes, the issuer
will ensure that the guarantors account for at least 75% of
AOIL's consolidated net assets or revenues.

AOIL's ratings continue to reflect the company's limited scale of
operations, restricted market share, concentrated business model
and potential increase in capital intensity and leverage to
pursue its growth strategy. Fitch notes that the company's
organic growth strategy may be challenged by the recent
production decline at the Kolvinskoye field in Timan-Pechora. At
the same time, Fitch recognises the company's progress in
upgrading the Khabarovsk refinery. AOIL is one of Russia's
second-tier integrated oil companies, with main upstream assets
in the Timan-Pechora and Volga-Urals regions.

KEY RATING DRIVERS

Upstream Scale Limits Upgrade

AOIL's average daily upstream production in 2012 was 53.9
thousand barrels of oil per day (mbbl/d), up 10% yoy. Fitch
expects that in 2013 the company may see a moderate decline in
crude production. The current production level is commensurate
with the mid 'B' rating category. A positive rating action would
be possible if the company expands its hydrocarbons production to
80-100 thousand barrels of oil equivalent per day (mboe/d)
excluding equity stakes while maintaining credit ratios
commensurate with the 'B' rating category. The company also
launched the gas business in the Tomsk region in 2013, and
targets double digit growth of oil and gas production in 2013-
2015.

Timan-Pechora is Key

AOIL's ability to implement its upstream growth strategy at the
Timan-Pechora region will be particularly important for
maintaining and increasing its production. In 2012 AOIL's average
daily oil production in Timan-Pechora amounted to 23mbbl/d (or
42% of overall production), and at end-2012 the region was
accountable for 42% of the company's proved oil and gas reserves.
Lower than expected production potential of Kolvinskoye, AOIL's
largest field launched in September 2011, resulted in upstream
production declining to 52.3mbbl/d in Q412 from 62.4mbbl/d in
Q411.

Stronger Downstream

Current progress on the Khabarovsk refinery upgrade, increasing
AOIL's primary refining capacity to 90mbbl/d, is supportive of
the current rating. Average daily refining volumes at the
Khabarovsk refinery amounted to 80.1mbbl/d in 2012, up 9% yoy.
The company intends to increase its refining capacity further to
100mbbl/d by end-2013, and to connect the refinery to Transneft's
ESPO pipeline by end-2013, significantly reducing the company's
transportation costs.

Material Contribution to JV

In 2012, AOIL contributed its Volga-Urals production assets
operated by Tatnefteotdacha and Saneco to its joint venture (JV)
with Spain's Repsol, S.A. ('BBB-'/Negative) set up in 2011. The
assets accounted for 35% of AOIL's proved reserves at end-2012,
and for around 38% of the company's upstream production in 2012.
Fitch expects AOIL will retain significant control over these
assets, but estimates that operating cash flow effectively
available for servicing AOIL's debt may decrease in the medium
term on the back of the transaction. In March 2013, the JV also
began commercial natural gas production in Russia, but the
volumes are moderate at this stage (855 thousand cubic meters per
day, or 5.4mboe/d).

Rising Debt Load

Based on unaudited consolidated financials for 2012, Fitch
estimates that the AOIL's funds from operations (FFO) adjusted
leverage increased to 3.3x at end-2012 from 2.3x at end-2011, and
FFO interest cover decreased to 3.8x in 2012 from 5.9x in 2011.
This deterioration is a result of the total debt rising to
US$2,171 million at end-2012 (including 50% of US$202 million
preference stock as per Fitch's methodology) from US$1,621
million at end-2011 needed to finance the company's capex. Fitch
views the company's current debt load as being commensurate with
the 'B' rating category level, but notes that inability to
deleverage would hold the company's ratings back at the current
category.

RATING SENSITIVITIES

Positive:
Increasing the scale of upstream and downstream operations
(including hydrocarbon production expanding to 80-100mboe/d),
demonstrating a growing proved reserve base, achieving positive
free cash flow on a consistent basis, and maintaining mid-cycle
FFO adjusted leverage at or less than 4x and interest cover above
4x could lead to a positive rating action.

Negative:
Decline in hydrocarbon production (eg stemming from inability to
stabilise the production at Timan-Pechora), as well as higher
capex or non-zero dividends resulting in mid-cycle FFO adjusted
leverage rising above 5x and interest cover falling below 3x
could lead to a negative rating action.

LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity:
Fitch views AOIL's liquidity position as adequate for the current
ratings but challenged overall. Organic sources of liquidity are
the most constrained due to high capex resulting in negative FCF
generation. At end-2012, AOIL had US$385 million of cash compared
with short-term debt of US$402 million.

External Sources of Liquidity:
In 2008-2012 AOIL was able to issue long-term ruble domestic
bonds, issue Eurobonds, obtain long-term financing from
Vnesheconombank ('BBB'/Stable) and issue preferred stock. Fitch
believes the company would have the ability to raise additional
finance when needed, if its financial position does not
deteriorate significantly.

Full List of Ratings

Alliance Oil Company Ltd.

Long-Term foreign currency IDR: 'B'; Outlook Stable

Long-Term local currency IDR: 'B'; Outlook Stable

Short-Term foreign currency IDR: 'B'

Short-Term local currency IDR: 'B'

Foreign currency senior unsecured rating: 'B'/'RR4'

National Long-Term Rating: 'BBB(rus)'; Outlook Stable

OJSC Alliance Oil Company

Local currency senior unsecured rating: 'B'/'RR4'

National senior unsecured rating: 'BBB(rus)'


BANK ROSSIYA: Moody's Withdraws 'E+' BFSR, 'B2' Deposit Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
Bank Rossiya: the E+ standalone bank financial strength rating
(BFSR), which is equivalent to a b2 baseline credit assessment,
and the B2/Not-Prime long- and short-term local- and foreign-
currency deposit ratings. At the time of the withdrawal all the
ratings carried a stable outlook.

Moody's has withdrawn the ratings for its own business reasons.

Ratings Withdrawn

- Standalone Bank Financial Strength Rating of E+

- The long-term and short-term foreign- and local-currency
deposit ratings of B2/Not Prime

Headquartered in Saint-Petersburg, Russia, Bank Rossiya reported
-- at December 31, 2011 -- total IFRS assets on non-consolidated
basis of US$9.5 billion (latest available IFRS statement). As of
October 1, 2012 the bank reported total assets of US$9.7 billion
and shareholders' equity of US$801 million, according to its non-
audited statutory reports under Russian Accounting Standards.


CENTROCREDIT BANK: Moody's Withdraws, E+ BFSR, B3 Deposit Ratings
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
CentroCredit Bank: the E+ standalone bank financial strength
rating (BFSR), which is equivalent to a b3 baseline credit
assessment, and the B3/Not-Prime long- and short-term local- and
foreign-currency deposit ratings. At the time of the withdrawal,
all the ratings carried a stable outlook.

Moody's has withdrawn the rating for its own business reasons.

Ratings Withdrawn

- Standalone Bank Financial Strength Rating of E+

- The long-term and short-term foreign- and local-currency
   deposit ratings of B3/Not Prime

Headquartered in Moscow, Russia, CentroCredit Bank reported -- as
at December 31, 2011 -- total audited IFRS assets of US$1.9
billion (latest available audited IFRS statement). As of October
1, 2012 the bank reported total assets of US$2.1 billion and
shareholders' equity of US$543 million according to its non-
audited statutory reports under Russian Accounting Standards.


ENEL OGK-5: Moody's Affirms 'Ba3' CFR; Outlook Positive
-------------------------------------------------------
Moody's Investors Service changed the outlook on the Ba3
corporate family rating and the Ba3-PD probability of default
rating of OJSC Enel OGK-5 to positive from stable. In addition,
Moody's has affirmed these ratings.

Ratings Rationale:

The change of outlook reflects ENEL OGK-5's strengthened
financial profile and Moody's view that the company can improve
its financial metrics further over the short to medium term.
Moody's continues to positively factor in ENEL OGK-5's rating
support from the company's controlling shareholder Enel S.p.A.
(Baa2, negative).

Having completed its mandatory investment program in 2011 and
refocused on maintenance and environmental capex, Enel OGK-5
benefits from investment flexibility, tight cost control and
prudent financial policy. The company has delivered sustainable
margins, became free cash flow positive, significantly reduced
its debt burden and reasonably preserved cash. In 2012, Enel OGK-
5's Debt/EBITDA was down to 2.4x, funds from operations (FFO)
interest coverage strengthened to 5.9x, and FFO/Debt reached
36.1%.

Whilst Enel OGK-5 remains challenged by Russia's evolving
regulatory environment of the electricity market in which it
operates and has yet to announce its dividend policy, Moody's
expects the company to be able to increase its free cash flow and
further deleverage, with Debt/EBITDA likely to trend sustainably
below 2x. This expectation factors in the company's reduced and
reasonably flexible capital expenditure program, effective cost
control and management's commitment to a conservative financial
policy. Enel OGK-5 has good liquidity supported by undrawn funds
under committed bank facilities and sizable cushion under
financial covenants under its bank agreements.

Enel OGK-5's rating remains constrained by (1) the evolving
regulatory environment of the electric utility sector in Russia;
(2) the company's relatively risky profile of a pure generator
and (3) sizable capacity modernization needs. Moody's
additionally notes the company's exposure to foreign currency
risk, with a sizeable part of its debt denominated in foreign
currency. However, we consider it manageable within the Ba3-Ba2
rating categories, taking into account the company's hedging
policy adopted to mitigate this risk and variable interest rate
risk under its Euro denominated bank facilities.

In addition to the strong financial profile, the company's rating
positively factors in its sustainable market positions and
benefits of the company's being part of the international Enel
group, including good corporate governance standards, access to
additional liquidity sources and, more broadly, available
shareholder support.

What Could Move the Rating Up/Down

An upgrade of the ratings could result from Enel OGK-5's free
cash flow increasing and financial metrics sustaining above the
range for the current rating, with Debt/EBITDA of below 2x, FFO
interest coverage and FFO/Debt of above 5.0x and 30%,
respectively.

Conversely, negative pressure on the company's ratings could
result from (1) a negative shift in the developing regulatory and
market framework, and deteriorating margins, (2) failure to limit
deterioration of the company's financial profile, with
Debt/EBITDA materially and persistently above 3x, while FFO
interest coverage and FFO/ Debt fall below 3.5x and 20%,
respectively, (3) weakening support from its shareholders. An
inability to maintain adequate liquidity could negatively impact
the rating as well.


The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.

Headquartered in Moscow, Enel OGK-5 is a Russia-focused wholesale
power company controlled by leading Italian electric utility Enel
S.p.A. (Baa2, negative). The company posted 2012 revenues of
RUB66.5 billion (US$2.1 billion), with electricity and capacity
sales accounting for around 94.4% of the revenues.


MAGNITOGORSK IRON: Fitch Affirms 'BB+' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed OJSC Magnitogorsk Iron & Steel Works'
(MMK) Long-term Issuer Default Rating (IDR) at 'BB+'. The Outlook
is Negative. Fitch has simultaneously assigned the company a
foreign currency senior unsecured rating of 'BB+'.

MMK is one of the leading Russian steel producers. Over the past
few years it has improved its operational profile through heavy
investments in PPE, which allowed it to strengthen its position
as a producer of high value added steel products and to enter new
geographical markets. However, sustainably negative free cash
flow (FCF) over 2007-2011 led to an increase of the company's
leverage, which resulted in Fitch revising its Outlook to
Negative in May 2012.

KEY DRIVERS:

- Exposure to the Market with an Increasing Demand for Steel
  Products

MMK is the leading supplier of steel to the Russian market,
having 25%-100% market share in various rolled products. Up to
75% of the company's revenue is generated in Russia. Demand for
steel products in Russia is increasing due to the healthy
performance of the main steel consuming industries --
construction, pipe production and automotive industry. Fitch
views demand-driving factors in steel-consuming industries as
quite strong in the medium term.

- Decrease of Slab Cash Cost

In Q412 the company's cash cost of slab production was equal to
US$374/t, which is 19% lower yoy. Fitch understands that the
lower level of vertical integration compared with its Russian
peers allowed MMK to benefit from raw material prices' decline.
Re-negotiation of the iron ore price formula with the company's
largest iron ore supplier ENRC and starting iron ore purchases
from JSC Holding Company Metalloinvest ('BB-'/Positive)
contributed to the improvement of the company's cost position.
Currently the company is placed in the second quartile of the
global slab cost curve.

- Finalization of the Main Investment Projects, Positive Free
  Cash Flow

Over the past six years MMK had the heaviest relative capital
expenditures compared with other Fitch-rated steel companies.
However, after the finalization of the main projects the company
invested in purchases of PPE in 2012 of US$674 million (US$1.7
billion in average during 2007-2011). This resulted in positive
FCF generation for the first time since 2007.

- Poor Performance of MMK Metalurji in Turkey

The agency has a concern regarding the worsening of performance
of the company's plant in Turkey. In 2012 MMK's steel segment in
Turkey reported a US$190 million operating loss compared with a
US$140 million operating loss in 2011. MMK decided to stop its
hot-rolling mills in Turkey for cost-saving reasons until the
recovery of market prices.

DEBT AND LIQUIDITY

- Decreasing leverage
Due to positive FCF the company was able to decrease funds from
operations (FFO) adjusted gross leverage to 2.8x by end-2012
compared with 4.0x at end-2011. Fitch expects MMK to continue
generating positive FCF in 2013-2015. This will contribute to the
decrease of FFO adjusted gross leverage starting from 2014: to
2.7x by end-2014 and to 2.3x by end-2015 (compared with an
expected 2.9x at end-2013).

- Acceptable Liquidity
The company's liquidity position is assessed as acceptable with
US$0.4 billion of cash on hand and US$1.3 billion of committed
unutilized bank loans at end-2012 compared with US$1.6 billion of
short-term borrowings. Besides, Fitch considers MMK's 5% stake in
Fortescue Metals Group |Limited ('BB+'/Negative) as an additional
source of liquidity in case if necessary. At the beginning of
April 2013 market price of MMK's stake approximated to US$660
million.

RATING SENSITIVITY GUIDANCE:

Positive: Future developments that could lead to positive rating
actions include:

- Positive FCF in 2013

- FFO adjusted gross leverage below 2.5x (already achieved or
   expected to be achieved within 12 months)

Negative: Future developments that could lead to negative rating
action include:

- Negative FCF

- FFO adjusted gross leverage sustainably above 3.0x

Full List of Rating Actions

-- Foreign currency Long-term Issuer Default Rating (IDR):
    affirmed at 'BB+'; Negative Outlook

-- Foreign currency Short-term IDR: affirmed at 'B'

-- Foreign currency Senior Unsecured rating: assigned at 'BB+'

-- Local currency IDR: affirmed at 'BB+'; Negative Outlook

-- National Long-term rating: affirmed at 'AA(rus); Negative
    Outlook


* NIZHNIY NOVGOROD: Fitch Affirms BB- Long-Term Currency Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the Nizhniy Novgorod Region's Long-
term foreign and local currency ratings at 'BB-', with Stable
Outlooks, and its Short-term foreign currency rating at 'B'. The
agency also affirmed the region's National Long-term rating at
'A+(rus)' with Stable Outlook. The rating action also affects the
region's outstanding domestic bonds of RUB21 billion.

Key Rating Drivers

The affirmation reflects satisfactory operating performance,
moderate albeit increasing direct risk and low contingent
liabilities. The Stable Outlook reflects Fitch's expectation of
operating performance consolidation and stabilization of the
region's direct risk at around 50% of current revenue in the
medium term. The ratings also factor in large proportion of
short-term debt and continued budget deficit driven by the high
level of capex.

Fitch expects the region's operating balance to be 11% of
operating revenue in 2013-2015. Operating performance was
negatively affected in 2012 when operating margin fell to 8% from
13% in 2011. This temporary deterioration was driven by both high
pressure on operating expenditure and suppressed revenue as a
result of new rules of corporate income tax payment.

Fitch expects direct risk will stabilize at a moderate 50% of
current revenue in the medium term. In 2012, direct risk
increased to 49% from 42% of current revenue in 2011. However,
the short-term nature of the bank loans, which accounted for 42%
of direct risk in 2012, remains a pressure for the budget. The
region plans to issue RUB10 billion domestic bond in 2013 to
cover maturing bonds and deficit. The new bond will have a seven-
year maturity, which will lengthen the region's maturity profile.

The region has a high level of capital expenditure compared with
its national peers. In 2011-2012, capex averaged 22% of total
spending. The region receives significant capital grants from the
federal budget, which covered 37% of total capex in 2012.
However, around 40% of capex in 2010-2012 was financed by new
debt, which led to a continued budget deficit. In 2012 the
deficit before debt variations accounted for a relatively high
10.6% of total revenue. Fitch expects maintenance of high capex
as the region will host the World Football Championship in 2018.

The region's contingent liabilities in the form of provided
guarantees and the debt of the broader public sector accounted
for less than 1% of operating revenue in 2012. Fitch expects
contingent liabilities to remain low in the medium term and
regard this as a credit strength.

The region's economy is well-developed and diversified. Its GRP
is among the top 15 in Russia. According to preliminary estimates
GRP increased by 4%-5% in 2012, which is in line or slightly more
than the national average growth. The administration expects the
economy will continue to expand by average 4% in the medium term,
which will support the regional tax revenue.

Rating Sensitivities

Recovered performance and stabilized debt would be positive. The
region's ratings could be positively affected by tax revenue
recovery and maintenance of operating balance at about 10% of
operating revenue coupled with lengthening of debt maturity
profile.

Weak debt ratios would be negative. A downgrade or revision of
the Outlook to Negative could occur as a result of deterioration
of debt coverage ratio (direct risk to current balance) to 10
years accompanied by inability to reduce short-term debt.



=============================
S L O V A K   R E P U B L I C
=============================


* SLOVAK REPUBLIC: Moody's Says Weak Economy to Hit Banks
---------------------------------------------------------
The outlook for Slovakia's banking system remains negative, says
Moody's Investors Service in a new report entitled "Banking
System Outlook: Slovakia."

Moody's expects that ongoing weakness in the euro area will
constrain economic growth in Slovakia, which, in turn, will
adversely affect the banks' operating environment. Softening
external demand and domestic consumption will further dampen
banks' profitability and drive a modest increase in the formation
of non-performing loans. These negative factors are somewhat
counterbalanced by the banks' good capitalization and relatively
stable funding and liquidity profiles.

The country's economic performance is closely linked with
external developments in the European macro environment and in
the country's main trading partners, Germany and the Czech
Republic. The close linkages stem from Slovakia's dependence on
key export-oriented industries, such as machinery, electronics
and transport that accounted for 56% of total exports in 2012 (or
49% of the country's total GDP). Although the banks' direct
exposure to these predominantly foreign-owned companies is
limited, downwards pressure on exports will likely spill over to
suppliers, with negative implications on lending growth and asset
quality, particularly in the corporate segment.

The challenging operating and economic environment will further
dampen banks' profitability over the next 12-18 months. The
profitability of the Slovakian banking sector declined
substantially in 2012 with aggregate system-wide net income of
EUR480 million, 29% lower than in 2011. Moody's says that the
external and domestic factors that will continue to exert
pressure on profitability include (1) the special bank levy on
liabilities introduced by the government in 2012; (2) compressed
net interest margins, driven by intense deposit competition in
the low interest-rate environment; (3) a deceleration in lending
growth; and (4) a likely increase in loan-loss charges, reversing
the reduction recorded in 2012.

Moody's expects a moderate increase in the level of NPLs during
2013, as economic growth slows and the labor market and consumer
confidence remain weak. The real-estate and construction sector
is under particular stress as the domestic economy slows, and
transport and machinery production has decelerated as external
demand declined. High credit concentrations in the banks' loan
books pose additional downside risks to asset-quality.



===============
S L O V E N I A
===============


* SLOVENIA: Needs More Time to Repair Public Finances
-----------------------------------------------------
Scott Rose and Boris Cerni at Bloomberg News report that
Slovenian Prime Minister Alenka Bratusek said the government
needs more time to repair public finances as an asset-sale plan
failed to quell concern that the euro-area nation will be next to
seek a rescue.

Mr. Bratusek called fiscal-consolidation plans drawn up by the
previous government "ridiculous" and said assumptions in this
year's budget were too optimistic, Bloomberg relates.  Slovenia's
default risk rose to a six-month high before a planned debt sale
today, April 17, and bond yields advanced toward records even
after the premier announced plans to sell shares in state-owned
companies, Bloomberg discloses.

"The situation in the budget is more serious than I thought" when
in opposition, Ms. Bratusek, as cited by Bloomberg, said on
Monday night in a television interview in Ljubljana.  "The
situation is not good, but we will take measures to improve it."

                         State Bank Funds

Separately, Boris Cerni and Krystof Chamonikolas at Bloomberg
News report that Slovenia, the first ex-communist nation to adopt
the euro, is relying on state-owned lenders to help refinance
early as much as EUR855 million (US$1.1 billion) of bills as
overseas borrowing costs surge on concern the government may
require an international bailout.

The Finance Ministry said that the country's three largest banks
are all government-run, and local investors have purchased 79% of
all bills sold this year, Bloomberg relates.

                           Banking Woes

As reported by the Troubled Company Reporter-Europe on April 16,
2013, Bloomberg News related that Slovenia is rushing to tap
financial markets in the face of mounting pressure to solve the
nation's banking woes and avert a fiscal crisis after the
European Union's sternest warning yet that action is needed.  The
Finance Ministry will sell EUR500 million (US$656 million) of 18-
month Treasury bills today, April 17, after raising EUR56 million
on April 9, short of the EUR100 million target, Bloomberg
disclosed.  Slovenia's ailing banks have made it a target for
financial markets, with shrinking demand at a debt auction last
week signaling investor expectations that the country may be the
next domino to fall in the 17-nation euro area, Bloomberg noted.
Slovenia, whose EUR35 billion economy is the fourth smallest in
the euro area, fell into the crossfire after European creditors
and the International Monetary Fund forced losses on bank
depositors in the aid package for Cyprus, Bloomberg related.  The
country's second recession in four years is swelling bad loans at
state-owned lenders such as Nova Ljubljanska Banka d.d.,
Bloomberg stated.  Bad loans stemming mostly from the
construction industry's collapse, represent a fifth of gross
domestic product, Bloomberg said, citing an April 9 report
released by the Paris-based Organization for Economic Cooperation
and Development.  Bloomberg noted that while Slovenia is less
reliant on banking than the Cypriot economy, default risk jumped
after the Alpine country missed its target at the April 9 debt
offering, reigniting concern it may follow Greece, Ireland,
Portugal, Spain and Cyprus in seeking an international bailout.



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


BBVA AUTOS: Moody's Raises Ratings on Two Note Classes From Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 (sf) from Ba3 (sf) the
Class C and Class B notes, respectively, in BBVA Autos 2, FTA and
BBVA Finanzia Autos 1, FTA. At the same time, Moody's confirmed
the rating of the Class C notes in BBVA Autos 1, FTA, the Class A
and B notes in BBVA Autos 2 and the Class A notes in BBVA
Finanzia Autos 1. Sufficient credit enhancement, which protects
against sovereign and counterparty risk, primarily drove the
rating action.

The rating action concludes the review for downgrade initiated by
Moody's on July 2, 2012. All three affected transactions are
Spanish asset-backed securities (ABS) transactions backed by auto
loans granted to individuals and originated by Banco Bilbao
Vizcaya Argentaria, S.A. (Baa3 /P-3, not on watch) or BBVA
Finanzia (non-rated).

Ratings Rationale:

The rating action primarily reflects the availability of
sufficient credit enhancement to address sovereign risk and
increased counterparty risk. The introduction of new adjustments
to Moody's modeling assumptions to account for the effect of
deterioration in sovereign creditworthiness, the revision of key
collateral assumptions and increased exposure to weakened
counterparties have had no effect on the ratings of all classes
of notes in all three transactions.

The current level of available credit enhancement under the Class
C notes in BBVA Autos 2 (16.1% in the form of reserve funds) and
Class B notes in BBVA Finanzia Autos 1 (22.5% in the form of a
subordination) is sufficient to support an upgrade to Baa3 (sf)
from Ba3 (sf).

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
local currency country risk ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

See "Structured Finance Transactions: Assessing the Impact of
Sovereign Risk" for a more detailed explanation of the additional
parameters.

The Spanish country ceiling is A3, which is the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables.
The portfolio credit enhancement represents the required credit
enhancement under the senior tranche for it to achieve the
country ceiling. By lowering the maximum achievable rating, the
revised methodology alters the loss distribution curve and
implies an increased probability of high loss scenarios.

Under the updated methodology incorporating sovereign risk on ABS
transactions, loss distribution volatility increases to capture
increased sovereign-related risks. Given the expected loss of a
portfolio and the shape of the loss distribution, the combination
of the highest achievable rating in a country for structured
finance and the applicable credit enhancement for this rating
uniquely determines the volatility of the portfolio distribution,
which the coefficient of variation (CoV) typically measures for
ABS transactions. A higher applicable credit enhancement for a
given rating ceiling or a lower rating ceiling with the same
applicable credit enhancement both translate into a higher CoV.

- Moody's Has Revised Its Key Collateral Assumptions

Moody's maintained its default probability (DP) and recovery rate
assumptions for the three transactions, which it updated on
December 21, 2012. According to the updated methodology, Moody's
increased the CoV, which is a measure of volatility.

For BBVA Autos 1, Moody's increased the CoV to 80.0% from 25.0%,
which, together with a mean DP of 4.3% and a recovery rate of
30.0%, corresponds to a portfolio credit enhancement of 19.0%.

For BBVA Autos 2, Moody's increased the CoV to 59.0% from 40.0%,
which, together with a mean DP of 7.5% and a recovery rate of
30.0%, corresponds to a portfolio credit enhancement of 19.0%.

For BBVA Finanzia Autos 1, Moody's increased the CoV to 45.0%
from 25.0%, which, together with a mean DP of 11% and a recovery
rate of 20.0%, corresponds to a portfolio credit enhancement of
24.0%.

- Moody's Has Considered Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the exposure to weakened counterparties acting
either as originator, collection agent, issuer account bank or
swap counterparty. The inability of key transaction parties to
perform their roles and the difficulty in replacing them increase
the risk of payment disruption and performance deterioration in
structured finance transactions.

In all transactions, BBVA or BBVA Finanzia acts as servicer and
collections account bank, and transfers collections daily to the
treasury accounts in the name of the funds at BBVA. The reserve
funds also reside at BBVA. Societe Generale, Sucursal en Espana
(SGSE, Spanish branch of Societe Generale rated A2/ P-1)
guarantees the cash held in the treasury accounts up to EUR23
million for BBVA Autos 1, EUR24 million for BBVA Autos 2 and EUR8
million for BBVA Finanzia Autos 1, respectively. In addition, any
cash held at the treasury accounts in excess of the guarantee
amount is transferred on an ongoing basis to SGSE's additional
treasury accounts (in the name of the funds). As a result, the
risk exposure of the transaction to BBVA is limited to a
commingling loss of one month of collections.

BBVA acts as swap counterparty in BBVA Autos 1 while Deutsche
Bank A.G. (London branch) (A2/P-1) acts as swap counterparty in
BBVA Autos 2 and BBVA Finanzia Autos 1. As part of its analysis,
Moody's assessed the exposure to the swap counterparties, which
in all transactions does not have a negative effect on the rating
levels at this time.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

As the euro area crisis continues, the ratings of structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could further
negatively affect the ratings of the notes.

Moody's describes additional factors that may affect the ratings
in the Request for Comment, "Approach to Assessing Linkage to
Swap Counterparties in Structured Finance Cashflow Transactions:
Request for Comment", July 2, 2012.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
the corresponding loss for each class of notes is calculated
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss or EL for each tranche is the sum product of (i)
the probability of occurrence of each default scenario; and (ii)
the loss derived from the cash flow model in each default
scenario for each tranche.

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

In the context of the rating review, Moody's has remodeled the
transactions and adjusted a number of inputs to reflect the new
approach. In addition, during its review the rating agency
corrected the spread inputs for the affected notes in these three
transactions.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating European Auto ABS ", published in November
2002.

The revised approach to incorporating country risk changes into
structured finance ratings forms part of the relevant asset class
methodologies, which Moody's updated and republished or
supplemented on March 11 2013 ("Incorporating Sovereign Risk to
EMEA Auto Loan methodology"), along with the publication of its
Special Comment " Structured Finance Transactions: Assessing the
Impact of Sovereign Risk".

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

List of Affected Ratings

Issuer: BBVA Autos 1, FTA

EUR27M C Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

Issuer: BBVA Autos 2, FTA

EUR949.5M A Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR20.5M B Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR30M C Notes, Upgraded to Baa3 (sf); previously on Jul 2, 2012
Ba3 (sf) Placed Under Review for Possible Downgrade

Issuer: BBVA Finanzia Autos 1 FTA

EUR744M A Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR26.8M B Notes, Upgraded to Baa3 (sf); previously on Jul 2,
2012 Ba3 (sf) Placed Under Review for Possible Downgrade


PESCANOVA SA: Files for Insolvency; Chair Sells Half of Stake
-------------------------------------------------------------
Julien Toyer at Reuters reports that Pescanova SA on Monday said
it had filed for insolvency earlier in the day.

According to Reuters, in a statement to the stock market
regulator, the company said it would now try to reach a deal with
debtors in order to keep its business afloat.

In a separate report, Reuters' Ms. Toyer relates that Pescanova
said on Monday Manuel Fernandez de Sousa, its chairman, sold half
of his stake in the company before deep debt problems became
public in March and trading in its shares was suspended.

Pescanova initiated bankruptcy proceedings in early March after a
deep and long recession in Spain left it unable to pay debts of
at least EUR1.5 billion (US$1.96 billion) racked up during an
ambitious expansion, Reuters recounts.  But bickering between
board members, questions over its accounts and a row with its
auditors have slowed efforts to hammer out a survival plan,
Reuters notes.

The company, as cited by Reuters, said it hired new auditors on
Monday to probe the accounts as it filed formally for insolvency
after failing to negotiate a rescue with its creditors.

The jobs of 10,000 workers who catch, process and package fish on
its factory ships around the world are under threat, Reuters
discloses.

According to Reuters, in a filing to the stock market regulator,
the company said it was still trying for a deal with the
creditors so it could stay afloat and maintain jobs.

But a separate statement on Monday only added to the sense of
crisis surrounding the company, Reuters states.

Reuters relates that Pescanova said Mr. de Sousa had sold about
half of his 14.4% stake between December and February and later
lent money back to the company in what it said was an attempt to
alleviate its cash shortage.

The move was not made public and could be deemed illegal under
Spanish securities rules, which state that a company's board
members must report changes in their holdings, Reuters says.

The company suspended its auditors BDO earlier this month,
Reuters recounts.  It said on Monday that KPMG would now carry
out a forensic analysis of its accounts, Reuters discloses.

Pescanova reported discrepancies in the books on March 12, a day
after the market regulator said it would investigate the firm
over possible market abuse, Reuters relates.

Pescanova is a Galicia-based fishing company.  It catches,
processes, and packages fish on factory ships.


TDA CAM: Moody's Cuts Ratings on Three Note Classes to Ca
---------------------------------------------------------
Moody's Investors Service downgraded by one to three notches the
ratings of six junior notes and by one to two notches the ratings
of six senior notes in four Spanish residential mortgage-backed
securities ("RMBS") transactions: TDA CAM 7, FTA; TDA CAM 8, FTA;
TDA CAM 10, FTA and TDA CAM 11, FTA. At the same time, Moody's
confirmed the rating of three senior securities in TDA CAM 11,
FTA. Insufficiency of credit enhancement to address sovereign
risk and exposure to counterparty risk have prompted this
downgrade action.

This rating action concludes the review of two Spanish RMBS
transactions placed on review on July 2, 2012, following Moody's
downgrade of Spanish government bond ratings to Baa3 from A3 on
June 13, 2012 This rating action also concludes the review of 11
Spanish RMBS transactions placed on review on November 23, 2012,
following Moody's revision of key collateral assumptions for the
entire Spanish RMBS market.

Ratings Rationale:

This rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk. Moody's confirmed the
ratings of securities whose credit enhancement and structural
features provides enough protection against sovereign and
counterparty risk.

The determination of the applicable credit enhancement driving
these rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance transactions (see
"Structured Finance Transactions: Assessing the Impact of
Sovereign Risk", March 11, 2013.

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
Local Currency Country Risk Ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling, and therefore the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables, is
A3. Moody's Individual Loan Analysis Credit Enhancement (MILAN
CE) represents the required credit enhancement under the senior
tranche for it to achieve the country ceiling. By lowering the
maximum achievable rating for a given MILAN, the revised
methodology alters the loss distribution curve and implies an
increased probability of high loss scenarios.

In all four affected transactions, Moody's maintained the current
expected loss and MILAN CE assumptions. Expected loss assumptions
remain at 8.00% for TDA CAM 7 FTA, 6.50% for TDA CAM 8 FTA,
11.50% for TDA CAM 10 FTA and 7.50% for TDA CAM 11 FTA. The MILAN
CE assumptions remain at 23.30% for TDA CAM 7 FTA, 20.00% for TDA
CAM 8 FTA, 24.40% for TDA CAM 10 FTA and 22.65% for TDA CAM 11
FTA.

- Exposure to Counterparty Risk

The conclusion of Moody's rating review takes also into
consideration the exposure to Banco Sabadell (Ba1/NP), acting as
servicer, Cecabank (Ba1 on review for possible downgrade/NP)
acting as swap counterparty, Banco de Espana acting as
reinvestment account bank in TDA CAM 7 FTA, TDA CAM 8 FTA and TDA
CAM 10 FTA and Banco Santander acting as reinvestment account
bank in TDA CAM 11 FTA. The exposure to these counterparties does
not drive this downgrade action. The senior notes in TDA CAM 11
FTA have sufficient credit enhancement to mitigate this exposure.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

As the euro area crisis continues, the ratings of structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could further
negatively affect the ratings of the notes.

Moody's describes additional factors that may affect the ratings
in "Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment."

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2013.

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
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 (1)
the probability of occurrence of each default scenario; and (2)
the loss derived from the cash flow model in each default
scenario for each tranche.

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

In the context of the rating review, the transactions have been
remodeled and some inputs have been adjusted to reflect the new
approach. In addition, the following model inputs have been
corrected during this review: for TDA CAM 7 the cash reserve
mechanism and the Class A notes margin have been corrected; for
TDA CAM 8 the cash reserve mechanism and the trigger inputs
switching the priority of payment have been corrected; for TDA
CAM 10 the cash reserve mechanism and the interest deferral
trigger have been corrected; for TDA CAM 11 the cash reserve
mechanism, the Class A notes margin and the interest deferral
trigger have been corrected as well.

List of Affected Ratings

Issuer: TdA CAM 7 FONDO DE TITULIZACION DE ACTIVOS

EUR1207.3M A2 Notes, Downgraded to Baa3 (sf); previously on Nov
23, 2012 Downgraded to Baa2 (sf) and Remained On Review for
Possible Downgrade

EUR200M A3 Notes, Downgraded to Baa3 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR92.7M B Notes, Downgraded to Ca (sf); previously on Nov 23,
2012 Downgraded to Caa2 (sf) and Remained On Review for Possible
Downgrade

Issuer: TDA CAM 8

EUR1635.4M A Notes, Downgraded to Ba2 (sf); previously on Nov 23,
2012 Downgraded to Ba1 (sf) and Remained On Review for Possible
Downgrade

EUR45.9M B Notes, Downgraded to Ca (sf); previously on Nov 23,
2012 Downgraded to Caa1 (sf) and Remained On Review for Possible
Downgrade

EUR18.7M C Notes, Downgraded to Ca (sf); previously on Jul 2,
2012 Caa2 (sf) Placed Under Review for Possible Downgrade

Issuer: TDA CAM 10 Fondo de Titulizacion de Activos

EUR802.2M A2 Notes, Downgraded to Baa3 (sf); previously on Nov
23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
Possible Downgrade

EUR147.8M A3 Notes, Downgraded to Baa3 (sf); previously on Nov
23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
Possible Downgrade

EUR175M A4 Notes, Downgraded to Baa3 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR46.4M B Notes, Downgraded to Caa2 (sf); previously on Jul 2,
2012 B3 (sf) Placed Under Review for Possible Downgrade

Issuer: TDA CAM 11 Fondo de Titulizacion de Activos

EUR517.9M A2 Notes, Confirmed at Baa1 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR403.2M A3 Notes, Confirmed at Baa1 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR229.1M A4 Notes, Confirmed at Baa1 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

.EUR33M B Notes, Downgraded to Ba1 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR132M C Notes, Downgraded to Caa1 (sf); previously on Nov 23,
2012 Downgraded to B3 (sf) and Remained On Review for Possible
Downgrade


* SPAIN: Fitch Says Mortgage Index Highlights Negative Trends
-------------------------------------------------------------
Fitch Ratings says the Spanish mortgage market is deteriorating
across many performance measures, as indicated in its new Index
report. Q113 represented a record high for the proportion of
securitized mortgages that are in serious arrears or default.
Meanwhile, lenders that have taken properties into possession
have had to accept lower prices as a proportion of the original
valuations to achieve sales.

Three-month plus arrears rose again to 2.6% in Q113 from 2.4% in
Q412 and 1.8% a year earlier. While still below the 2008 peak of
3.2%, the arrears measure alone underestimates the true extent of
borrowers' financial difficulties. Three-month plus arrears
including net defaults reached a new high of 5.2% in Q1. This is
a sign that many loans in arrears are subsequently rolling into
default and also highlights the slow pace of recoveries.

The deterioration in performance is accelerating. "The factors
depressing mortgage performance and the broader housing market
are unlikely to be resolved in the short term," said Carlos
Masip, Director in Fitch's Structured Finance team in Madrid.
"Persistently high unemployment and ongoing over-supply of
properties are hitting the creditworthiness of Spanish
residential mortgages from all sides."

Fitch's 'Mortgage Market Index - Spain' is part of the agency's
quarterly series of structured finance index reports. It includes
information on the performance of residential mortgages,
predominantly from RMBS transactions, but also those held on bank
balance sheets. The report sets the housing market against the
macroeconomic background and provides commentary on the emerging
trends.



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


AXA SIGORTA: S&P Affirms 'BBpi' Insurer Financial Strength Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its unsolicited
public information insurer financial strength rating on Turkish
insurer AXA Sigorta A.S. (AXA Sigorta) at 'BBpi' (marginal).

S&P is affirming its rating on AXA Sigorta at 'BBpi' because,
despite incurring material losses accounting for 97% of total
2011 shareholders' equity, AXA Sigorta has received a Turkish
lira (TRY) 770 million capital injection from its parent AXA
Group to make up for these losses.  The rating on AXA Sigorta is
supported by the company's leading competitive position as
insurance market leader in Turkey, and its ownership by AXA
Group, which provided significant support to its subsidiary in
the first quarter of 2013.

The rating is constrained by the company's marginal operating
performance and marginal capital.  Furthermore, its concentration
in the Turkish market exacerbates its exposure to fierce price
competition, which affects its performance.  No explicit support
is given for the company's affiliation with AXA Group.  This
public information rating is based on AXA Sigorta's annual and
interim reports, as well as publicly available information up to
the end of March 2013, and limited input from management
regarding the capital injection.

AXA Sigorta is 89.8% controlled by AXA Holding A.S, which is 100%
owned by AXA Group, and is mainly engaged in non-life insurance
in Turkey.  In line with local peers, premium income is dominated
by motor insurance, which made up for approximately 66% of the
TRY2,386.2 million (US$1,331.8 million) of gross premium written
in 2012 (2011: 36% motor third party liability [TPL], 30% motor
own damage).

In S&P's opinion, operating performance appears marginal and has
worsened over the past two years, although the past five years'
average is in line with that for the market.  Losses before tax
for 2012 were TRY529.6 million (2011: profit of TRY28.5 million)
showing a considerable deterioration year on year.  Overall, S&P
considers it to be a ratings weakness.

The 2012 overall net combined ratio (CR; a measure of
profitability to indicate performance on daily operations.  A
ratio below 100% indicates underwriting profit; a ratio of more
than 100% means the company is paying out more on claims than it
is receiving from premiums) stood at a record high of 146.3%
(2011: 105.1%); much higher than the 2008-2012 average of 109.4%,
which was in line with the market average.  The loss reported in
2012 can largely be attributed to the increase in bodily injuries
claims reserves (both in motor TPL and general liability lines of
business), as a consequence of the decline of this type of claim
observed in 2012.

S&P notes that AXA Sigorta has had considerable exposure to
reserving risk.  Total reserves increased by almost 50% to TRY2,
204.4 million in 2012 due to the increase in bodily injuries
claims reserves.  This led to a rise in incurred but not reported
reserves (an increase of 2.3x) and unexpired risk reserves (an
increase of 27.3x) according to Turkish regulation in 2012.
These increases suggest that unearned premium reserves won't be
enough to compensate for upcoming claims in 2013.  Net technical
reserves cover net premium written by 1.1x for 2012 (2011: 0.8x).

The ratings reflect S&P's more positive view of AXA Sigorta's
investment profile as a result of an improvement in the quality
of investments (albeit still marginal).  Although 45.6% of the
portfolio in 2012 is held in cash and cash equivalents, it must
be assumed that the credit quality of the banks in which the cash
is deposited is likely to be generally marginal.  Similarly, a
further 43.3% of investments is held in government bonds issued
by the Republic of Turkey.  AXA Sigorta has some exposure to
investments in corporate bonds (8.2%; mainly issued by Turkish
banks), real estate (0.9%), and equities (1.9%).  However, amid
the constraining economic and industry risks of operations in
Turkey, the company's investment strategy may be characterized as
conservative, with little apparent exposure to property, little
exposure to equities, and with the vast majority of holdings
being both short-dated and liquid.

Research assistance was provided by Rahul Singhania, CRISIL Ltd.,
an S&P affiliate, Mumbai.

This unsolicited rating(s) was initiated by Standard & Poor's.
It may be based solely on publicly available information and may
or may not involve the participation of the issuer.  Standard &
Poor's has used information from sources believed to be reliable
based on standards established in its Credit Ratings Information
and Data Policy but does not guarantee the accuracy, adequacy, or
completeness of any information used.



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


CREATIVE GROUP: Fitch Assigns 'B-' LT Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has assigned OJSC Creative Group Public Limited
(Creative) Long-term foreign and local currency Issuer Default
Ratings (IDR) of 'B-', and a Long-term National Rating of
'BBB+(ukr)'. The Outlooks on the ratings are Positive. Fitch has
also assigned Creative's planned issue of Eurobonds an expected
senior unsecured rating of 'B-(EXP)'/RR4. The issue's rating has
been placed on Rating Watch Negative (RWN), which is expected to
be addressed when the final issue amount is known. The final
rating for the bond is contingent upon receipt of final documents
conforming to information already received by Fitch.

The planned US$400 million Eurobond is expected to be raised at
the holding company level and will rank as a senior unsecured
obligation of Creative. It will benefit from upstream guarantees
(which are sureties under Ukrainian jurisdiction) from the
largest operating companies and sub-holding companies, accounting
for at least 80% of group assets, revenue and EBITDA. Creative
intends to use the bond proceeds to repay (mostly secured)
indebtedness and finance capex.

Fitch's recovery rating analysis follows the going concern
approach as this is expected to achieve greater recoveries for
unsecured bondholders in the event of default. Fitch's starting
EBITDA is based on the 2012 achieved EBITDA without any discount
on the basis of increasing earnings expected for 2013 derived
from expanding production capacities. The enterprise value/EBITDA
multiple used is 5.0x factoring the long-term demand prospects
and the well invested processing asset base relative to a pure
farming business.

Expected recoveries for bondholders are sensitive to the amount
of the bond issued and the corresponding senior secured leverage
remaining in the capital structure. If the bond proceeds are as
planned, Fitch expects to assign a final unsecured rating of 'B-
'/RR4. Even if bond proceeds are higher than expected, the final
bond rating would be assigned at 'B-'/RR4 as Fitch applies a
soft-cap of 'RR4' for the Ukrainian jurisdiction resulting in
expected recoveries upon default of 31%-50%. However, if the
proceeds are US$270 million or lower, the recovery rate for
unsecured creditors could drop to 'RR5', potentially leading to a
one-notch downgrade from the IDR. This is reflected in the RWN on
the expected bond rating, which Fitch will resolve upon
completion of the bond offering.

KEY RATING DRIVERS

Debt-funded Fast Business Development

Creative's ratings reflect its consistently strengthening
business profile, which results from a large investment program
totaling US$450 million in terms of capex and working capital
investments in 2011 and 2012. Strengthening market positions in
its core business segments, complemented by increased
diversification both geographically and by product, lead to a
business risk profile at least commensurate with a 'B' rating.
However, the agency recognizes that this growth has been made at
the expense of rising financial leverage, with funds from
operations (FFO) adjusted leverage of 5.0x as of FYE12. Fitch is
also concerned about the challenges to the company's systems and
resources that are arising from adapting to a trebling in scale
between 2011 and the projected level at FYE13.

Improving Vertical Integration and Diversification

Although the majority of revenues is still generated by the two
largest business segments (fats and margarine and sunflower
crushing) Creative has made efforts to develop other segments,
such as soybean crushing, farming and pork production. We also
acknowledge improving vertical integration, with clear synergies
among the business segments derived from limited wastage and
efficiencies arising from state-of-the-art production capacities.
Fitch assumes higher utilization of new capacities and therefore
increasing absolute revenues and profits in 2013 along with a
lower level of investment. This should translate into a better
cash flow profile, which would, in turn, justify an upgrade to
'B'.

Utilization Issues For Increasing Capacities

Fitch acknowledges the growing share of sunflower crushing in
Creative's revenue mix (65% of sales in 2012) and the positive
industry dynamics in terms of rising global edible oil demand
therefore limiting the exposure to the traditional fats and
margarine business. While Fitch expects that Creative should
achieve its desired throughput from the expanded crushing plants
by the end of 2013, the future utilization capacity bears some
execution risk for the sector as a whole in Ukraine as it will be
dependent on sunflower yield production and the level of take up
from other existing crushing plants. If there is a drought, there
is therefore a high probability of seasons of excess crushing
capacity in the country. While the most efficient operators, such
as Creative, would be able to endure a period of partial idle
capacity, this would nonetheless create volatility in crushing
margins and the group's operating performance as a result.

Rating Dependent on Deleveraging

The Positive Outlook factors in a deleveraging trajectory
prompted by improving funds from operations and a reduction in
combined capex and working capital investments to US$200 million
in 2013-2014 and US$150 million in 2015-2016. It also reflects
the rising share of export revenues and hence foreign currency
receipts that support Creative's financial flexibility in the
event of a domestic currency depreciation minimizing any material
currency mismatch between sales/profits and debt (pro forma for
the USD-denominated bond placement).

Adequate Liquidity

Creative's current liquidity profile is acceptable based on the
current debt maturity profile. This is predicated not just on the
planned bond issue but also factors in refinancing options
available with local banks and the ability to postpone
discretionary capex if necessary, which provide additional
comfort to the group's liquidity position.

Strong Business Profile for the Rating

Creative's business scale looks comparable with 'B' rated peers,
such as Mriya and KazExportAstyk (both rated 'B'/Stable). We
acknowledge that Creative's business diversity and degree of
integration are similar to some higher, 'B+' rated peers such as
Kernel or MHP (both rated LC IDR 'B+'/Stable). However, credit
metrics are weak compared with its peer group. We expect leverage
and coverage metrics to improve substantially in 2013, with FFO
adjusted leverage reaching 4.0x, and FFO fixed charge cover
expected to improve to 2.4x. This is due to good profit
contribution from the recently commenced processing facilities.

Improving Corporate Governance

We also acknowledge some recent improvement in corporate
governance and transparency (including changes to the
consolidation scope of entities within the group, diminishing
related-party transaction and the intention to start reporting
financial results on a quarterly basis), but stress that overall
governance practices are still weak relative to most of the peer
group, albeit adequate as a private entity. Creative intends to
establish various board committees and add independent directors
to the board, which Fitch will view positively.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

- FFO of at least US$200 million

- Evidence of stabilizing free cash flow and maintaining
   conservatively funded expansion plan

- Deleveraging below 4.5x by FY13 on an FFO adjusted leverage
   Basis

- FFO fixed charge cover comfortably positioned in the 2x- 2.5x
   range

An upgrade would also be contingent on Creative achieving greater
business diversification (with less concentration of revenues and
profits on two largest business segments) and further improvement
in corporate governance to industry best practices.

Negative: Future developments that could lead to negative rating
action (including a stabilization of the Outlook) include:

- Consistent drop of EBITDA margin below 15% in the next two
   years combined with a deterioration of liquidity (measured as
   available cash plus next year's CFO less maintenance capex
   totaling less than 80% of short-term maturities excluding the
   PXF line)

- FFO adjusted leverage remaining in the 5x - 5.5x range

- FFO fixed charge coverage below 2.0x


CREATIV GROUP: S&P Assigns Prelim. 'B-' CCR; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
long-term corporate credit rating to the Ukrainian agribusiness
Creativ Group OJSC.  The outlook is positive.

At the same time, S&P assigned its preliminary 'B-' issue rating
to the proposed US$400 million senior unsecured notes to be
issued by Creativ.  The preliminary recovery rating on these
notes is '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of a payment default.

The final ratings will be subject to the successful issuance of
the proposed notes and will depend on S&P's receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings.  If Creativ does not place the
notes, if Standard & Poor's does not receive the final
documentation within a reasonable time frame, or if the final
documentation departs from the materials S&P has already
reviewed, S&P reserves the right to revise or withdraw its
ratings.

The rating on Creativ is based on S&P's assessment of the group's
business risk profile as "weak" and its financial risk profile as
"highly leveraged."

The group's business risk profile is constrained by the inherent
volatility of the agribusiness industry and the group's exposure
to Ukraine.  Although only about one-third of the company's sales
are domestic, S&P still considers Creativ's country risk exposure
to Ukraine to be a key risk factor, because all of its operating
assets are located there.  Ukraine has implemented export bans
detrimental to agriculture groups in the past, but S&P views this
risk is higher for grains than for oilseeds.  Creativ has an
ambitious expansion strategy but, in S&P's view, related
execution risks are well managed.

The rating is supported by Creativ's sound position in the
sunflower crushing business and its record of profitable growth.
The group is also present in the fat and margarine, and soybean
crushing businesses, which add some diversity to earnings.  The
bulk of the group's profits come from sunflower end-products,
which are oil for human consumption, and meals for pig and
poultry feeds.  Sunflower oil consumption has increased at a 9%
compound annual growth rate over the past five years globally.
And growth prospects continue to be strong, with the world
population constantly rising and Asian customers increasingly
switching to meat and lower-fat oil.  Ukraine is by far the
biggest producer of sunflower on the back of its favorable soil
and weather conditions. Creativ has dramatically increased its
crushing capacities in the last 12 months, reaching 1,077 tons
per annum.

Creativ reported an EBITDA margin of about 21% in 2012.  This is
significantly weaker than the group's domestic peers, like Myria,
but these companies have land bank and farming activities that
are by essence more profitable than Creativ's processing
activities. Still, Creativ appears less exposed to weather and
crop yields than pure farming companies.  There is a sustained
demand for the group's end products, which enables Creativ to
lock in margins at a very early stage.  S&P views that the group
has a satisfactory procurement process, a key factor to success
in the crushing industry, but have noted an erosion in operating
margins in the past few years, suggesting a potential mismatch
between sunflower prices and global pricing of end-products,
although they are generally correlated.

S&P views Creativ's financial risk profile as "highly leveraged,"
owing to aggressive leverage, negative free cash flows,
dependence on short-term debt, and exposure to financial
covenants.

Free operating cash flow (FOCF) has been negative over the past
five years, owing to substantial capital spending, significant
working-capital requirements, and business growth.  S&P forecasts
that FOCF will turn modestly positive from 2014, as the company
plans to moderate its capital expenditures after the completion
of a huge capacity ramp-up, while cash flow from operations
should continue to increase.  Debt to EBITDA reached 4.6x at
year-end 2012 after the group's record US$162 million in capital
expenditure. S&P expects free cash flows to remain negative in
2013 but leverage to improve on a significant increase in EBITDA,
thereby restoring headroom on the financial covenants.

The company's corporate governance is constrained by the absence
of independent directors on its board.  Founder and major
shareholder Mr. Stanislav Berezkin owns 77% of Creativ but does
not act as the CEO.  The role is fulfilled by Yuri Davydov, who
is also a shareholder.  The lack of sophisticated corporate
governance, in S&P's view, is mitigated by the track record of
well-managed growth.

The outlook is positive, reflecting a substantial potential for
deleveraging once major growth investments are completed.  Should
adjusted debt to EBITDA improve to less than 3.5x at year-end
2013, S&P would envisage an upgrade.  This is a significant
deleveraging from the quite high 4.6x at year-end 2012, but
S&P expects EBITDA to markedly increase again this year assuming
higher capacity, a high utilization rate, and favorable industry
trends with sustained global demand for agricultural products.
Improved financial metrics would also release the pressure on the
tight financial covenants, prompting S&P to revise the liquidity
qualifier to adequate.

On the other hand, inability to substantially deleverage in 2013
would likely cause an outlook revision to stable.  In S&P's
opinion, this could occur if the group does not moderate its
capital expenditures from the peak recorded in 2012.  S&P will
also closely monitor future covenant headroom, as well as
profitability evolution: S&P believes the operating margin could
be squeezed again if raw material prices significantly increase.

Equally importantly, under S&P's criteria, the long-term
sovereign rating and transfer and convertibility (T&C) assessment
on Ukraine constrain the rating on Creativ, based on S&P's view
that the group's cash flow generation is sensitive to country
risk.

A downgrade of Ukraine could therefore impact the ratings on
Creativ.  A downgrade of Ukraine to 'B-' could affect the outlook
on Creativ, which would then mirror the outlook on Ukraine.  A
downgrade of Ukraine by more than one notch would trigger a
downgrade of Creativ.



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


ALLY FINANCIAL: Sells European Operations for US$2.6 Billion
------------------------------------------------------------
Ally Financial Inc. previously announced it had reached an
agreement to sell its operations in Europe and Latin America
pursuant to a Purchase and Sale Agreement dated Nov. 21, 2012,
between Ally and General Motors Financial Company, Inc., a wholly
owned subsidiary of General Motors Co., as subsequently amended
and restated on Feb. 22, 2013, and to sell its 40% interest in a
motor vehicle finance joint venture in China pursuant to a Share
Transfer Agreement dated Nov. 21, 2012, between Ally and GMF.
Additionally, during the fourth quarter of 2012, Ally announced
its agreement to sell its Mexican insurance business, ABA
Seguros, to the ACE Group.

On April 1, 2013, Ally completed the sale of its European
Operations in Germany, the United Kingdom, Austria, Italy,
Switzerland, Sweden, Belgium, and the Netherlands, and its Latin
American Operations in Mexico, Colombia, and Chile.

The disposition of the Sold Businesses under the Purchase and
Sale Agreement took the form of the sale of equity interests
directly and indirectly held by Ally in the entities comprising
the Sold Businesses.  Ally received approximately US$2.6 billion
in proceeds, which is comprised of an approximately US$2.4
billion payment at closing and US$190 million in dividends paid
prior to the closing. The proceeds are subject to certain post-
closing adjustments based on the actual net asset value of the
Sold Businesses and certain other items.

Ally expects the sale of its remaining European Operations
including France, its Latin American Operations including Brazil,
its China JV, and its Mexican Insurance Business to close in
stages throughout 2013, following receipt of all regulatory
approvals and satisfaction of other closing conditions with
respect to each region.  All of Ally's European Operations and
Latin American Operations, its China JV, and its Mexican
Insurance Business were classified by Ally as discontinued
operations as of Dec. 31, 2012, and their operating results were
removed from Ally's continuing operations and were presented
separately as discontinued operations, net of tax, in Ally's
Consolidated Financial Statements, included in Ally's Annual
Report on Form 10-K for the year ended Dec. 31, 2012.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a US$17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company's balance sheet at Dec. 31, 2012, showed
US$182.34 billion in total assets, US$162.44 billion in total
liabilities, and US$19.89 billion in total equity.  Ally
Financial Inc. reported net income of US$1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of US$157
million during the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors
Service confirmed the B1 corporate family and senior unsecured
ratings of Ally Financial, Inc. and supported subsidiaries and
assigned a positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR
'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed
the ratings of Ally and certain related subsidiaries, including
its Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


CAMERON FLIGHTS: GO Ballooning Goes Into Liquidation
----------------------------------------------------
Tanya Mercer at itv.com reports that Cameron Flights (Southern)
Limited, which operated under the name Go Ballooning, has gone
into liquidation after 25 years of trading.

Cameron Flights said in a statement on its website that it was
"deeply saddened" with the decision.

itv.com says 18,000 customers are thought to have been affected -
-  with combined losses estimated at a million pounds.  It's
uncertain whether that money will be recovered, the report notes.

"The Company is deeply saddened to advise that after successfully
trading for over 25 years and flying many tens of thousands of
customers we have had to take the very difficult decision to
cease trading," Cameron Flights said in a statement, itv.com
reports.

"The company has been and will continue to work with the
liquidator to attempt to formulate a solution for customers."

Cameron Flights (Southern) Limited is a hot air balloon company
based in Pewsey, Wiltshire.


DUNFERMLINE ATHLETIC: Gets 15 Points Deduction
----------------------------------------------
BBC News reports that Dunfermline Athletic have been docked 15
points for going into interim administration.

The Scottish Football League enforced the immediate points
deduction following a board meeting, according to BBC News.

BBC News says that a transfer embargo also prohibits the Pars
signing players aged over 21 until they come out of
administration.

Dunfermline will also be subject to a further 10-point penalty
and be required to pay a GBP150,000 guarantee if they do not
secure a Company Voluntary Arrangement by the start of next
season, BBC News notes.

BBC News discloses that Dunfermline have the right of appeal, but
interim administrator Bryan Jackson accepted the SFL decision.

Mr. Jackso, BBC News relays, rates Dunfermline's chances of
avoiding liquidation as 50-50 and says that a Company Voluntary
Arrangement must be agreed with creditors before the start of
next season if they are to do so.

The Scottish Premier League and SFL are in the midst of
discussions about a league reconstruction that could take place
next season, the report notes.

The report relates that there will be no relegation from the
First Division if reconstruction plans are voted in.

However, the SPL might be unable to secure the 11-1 majority
needed to send the plans to the lower-league clubs for approval,
the report adds.


LESIE CASS: In Administration, Closes Stores
--------------------------------------------
WatchPro reports that Leslie Cass has gone into administration
with six-figure debts.  The report relates that the firm's store
is now closed.

Leslie Cass was a member of buying group the Company of Master
Jewellers (CMJ) and CMJ Chief Executive Willie Hamilton and
Chairman Stephen Hughes have stepped in to help recompense some
of the losses faced by CMJ suppliers that worked with Leslie
Cass, according to WatchPro.

WatchPro says that Hamilton and Hughes have been conducting
negotiations with the Leslie Cass liquidator for two weeks
following its "out of the blue" closure.  It has also been
working with a new independent retailer hoping to set up shop in
the former Leslie Cass premises, the reprt relates.

This is first time that a CMJ member has gone into administration
since Hamilton took over as chief executive, the report says.

The CMJ will publish its end-of-year results at its AGM in
August.

Mr. Hamilton said that despite the buying group absorbing the
losses for its suppliers who worked with Leslie Cass "the CMJ
increase in turnover and profitability looks very positive," the
report adds.

Sheffield watch retailer Leslie Cass sold watches from brands
including Citizen, DKNY and Emporio Armani.


MID STAFFORDSHIRE NHS: Trust Put Into Administration
----------------------------------------------------
guardian.co.uk reports that health regulator Monitor said that
scandal-hit trust Mid Staffordshire is the first NHS foundation
trust to face measure.

Health regulator Monitor said it has appointed two trust special
administrators to "safeguard the future of health services"
currently provided at the trust, according to guardian.co.uk.

The report relates that a spokeswoman said clinician Dr. Hugo
Mascie-Taylor and Alan Bloom of Ernst & Young will take over the
running of the trust.

Last year, South London Healthcare NHS Trust became the first NHS
trust to be put under the care of a special administrator after
it started losing about GBP1.3 million a week, guardian.co.uk
recounts.

But Mid Staffs is the first foundation trust - a supposed marker
of excellence in the health service - to face the same fate, the
report notes.

guardian.co.uk relates that the trust was at the centre of a
public inquiry into the Stafford hospital scandal, where hundreds
of patients may have died needlessly after they were routinely
neglected.  The Francis report highlighted the "appalling and
unnecessary suffering of hundreds of people" between 2005 and
2009, the report notes.

Three weeks after the report was published, Monitor said it was
consulting with the health secretary and key organisations about
the prospective appointment of special administrators, the report
discloses.  The regulator said the current executive team will
report to the special administrators, the report adds.


RAMADA ENCORE: In Administration as NAMA Firesale Fears Rekindled
-----------------------------------------------------------------
Belfast Telegraph reports that East Londonderry MP Gregory
Campbell said the Ramada Encore, Portrush, owned by the Kennedy
family, was put into administration by the Republic's 'toxic
bank' NAMA.

Mr. Campbell said it could mark the start of a fire sale by NAMA
of properties it holds north of the border, according to Belfast
Telegraph.

Belfast Telegraph notes that NAMA has always maintained it is not
in its interests to have a fire sale in Northern Ireland.

The report relates that the owners were informed that
administrators had been appointed and will now run the hotel,
according to BBCNI.  The 50 full-time and part-time staff have
been informed, the report relays.

Belfast Telegraph discloses that the owners said that despite
several requests, they had been unable to meet with NAMA over the
past few months.

In a statement on the hotel's Facebook site, Alistair Kennedy
said the business would trade as normal, the report adds.


RMP SPECIALIST: In Administration, Cuts 50 Jobs
-----------------------------------------------
Shropshire Star reports that RMP Specialist Services Ltd based on
Stafford Park, has appointed Manchester-based administrators CG
Recovery Ltd after efforts to save the business failed.

Fifty jobs has been made redundant.

All companies - RMP Specialist Services Ltd, RMP Events Ltd, RMP
Electrical Ltd, RMP Big Bounce Ltd, RMP Locksmiths Ltd and RMP
Automotive Ltd - have now ceased trading, according to Shropshire
Star.

Trevor Bate, CEO of RMP Specialist Services Ltd, said every
attempt had been made to try and pay the fired workers but
unfortunately that had not been possible and it is now in the
hands of the administrators, the report discloses.


SHEFFIELD CDO: Hedge Transaction Cut No Impact on Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service has determined that the reduction of
the maximum available size of the Cash Flow Hedge Transaction
will not in and of itself and at this time cause the current
Moody's ratings of the Notes issued by Sheffield CDO, Ltd to be
reduced or withdrawn. Moody's does not express an opinion as to
whether the reduction could have other, noncredit-related
effects.

The Cash Flow Hedge Transaction comprises a PIK facility as well
as a Liquidity Facility. The PIK facility is available to cover
shortfall of interests to the senior notes due to assets in the
portfolio that are picking while the Liquidity Facility is used
to cover the assets paying less frequently than quarterly.
Following this amendment, the PIK facility will be reduced from
$95m to $14m and will also amortize in line with the amortization
of the senior notes. While, the Liquidity Facility will go from
$5m to $1m and will amortize in line with the last three assets
in the portfolio that are paying on a semi-annual basis.

The transaction is a managed cash flow collateralized debt
obligation (CDO) backed predominantly by a portfolio of US CLOs
of the 2005, 2006 and 2007 vintages.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012. Other
methodologies and factors that may have been considered in the
process of rating these issuances can also be found in the
Ratings Methodologies subdirectory.


TAYLOR WIMPEY: Fitch Raises LT Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded Taylor Wimpey's (TW) Long-term Issuer
Default Rating (IDR) and senior unsecured rating to 'BB+' from
'BB-'. Its Short-term IDR is affirmed at 'B'. The Outlook is
Stable.

Taylor Wimpey's rating upgrade is driven by an increasingly
conservative balance sheet and continued discipline with moderate
debt levels to support a pre-sold pipeline. Recent UK government
support and improved mortgage availability should boost volumes
moderately into 2013 and 2014, albeit way below pre-crisis
levels. Solid margin performance during 2012 results from an
improved housing mix, and tight cost control with crisis impaired
land bank having less of an impact on margins. Fitch's opinion is
that an investment grade rating should be reserved for a UK house
builder with a track record of successfully managing and pre-
empting inevitable housing cycles.

KEY RATING DRIVERS

FY12 Better-than-Expected Performance:
Strong margin and modest volume increases were above Fitch's
expectations with leverage (adjusted net debt/EBITDAR) for 2013
and 2014 anticipated to remain below 0.5x. UK housing sector had
improved through H212 and there are encouraging signs for the
remaining 2013. New government initiatives and low interest rates
will keep driving the market.

Measured Working-Capital Deployment:
Fitch expects moderate volume growth into 2013 and 2014 with
working capital efficiency remaining due to the ability of using
existing land bank and phasing of large developments. The order
book/housing units under construction (WIP) ratio should remain
above 100% in the medium term, reflecting a more prudent approach
to development with WIP being more than supported by pre-sales.

Conservative Capital Structure:
Riskier land bank development assets are well supported by equity
reserves and Fitch expects any new land bank to be purchased
using free cash flow (FCF) with only moderate debt to fund
measured WIP. Land bank / equity ratio has fallen to around 100%
at FY12 from 200% at FY08.

Improved Operating Margins:
Operating margins increased to 11.4% for FY12 from 8.8% in FY11.
This reflects a combination of an improved mix of property
towards larger family homes and subdued increases in build and
land bank costs. Land bank that was pre-2009 and impaired during
the crisis is gradually being worked through, with operating
margins providing a clearer reflection of current operating
performance, as opposed to benefiting from a slow write-back
effect of prior years' impairments. Fitch anticipates sustainable
double-digit margins to be achieved over 2013 and 2014.

Bank Debt Disintermediation:
An agreement to extend an existing term loan maturing in June
2015 with Prudential (M&G UK Companies Financing Fund LP) by five
years has been entered into during Q412. Fitch expects further
debt buybacks of expensive notes into 2013 following GBP15
million in 2012 and GBP85 million in 2011.

RATING SENSITIVITY GUIDANCE:

Fitch's ratings aim to rate through the cycle. The normal
corporate rating horizon is three to five years thus TW's rated
debt will probably experience a housing cycle downturn. As
investors expect ratings to remain stable rather than pro-
cyclical, TW's ratings reflect the inherent business risks of the
UK sector -- however historic they seem during an upturn. The
rating sensitivities for an upgrade of TW from 'BB+' reflect
Fitch's opinion that an investment grade rating should be
reserved for a UK house builder with a track record of
successfully managing and pre-empting inevitable housing cycles.
They also outline sustainable financial metrics that provide a
sufficient cushion to accommodate foreseeable parameters, and
pre-emptive behavior of an investment grade house builder, for a
representative UK downturn.

Positive: Future developments that could lead to positive rating
actions include:

Evidence of prudent development with order book/WIP consistently
above 100%, land bank to be fully supported by equity reserves
and a track record of sustainable leverage below 0.5x on a
sustained basis, would be positive rating factors.

Negative: Future developments that could lead to negative rating
actions include:

A significant increase in its land bank and in WIP without
strong  support from pre-sales, land bank to be acquired with the
use of debt finance, change in management strategy or policy,
worsening  market conditions and consequently leverage above 0.5x
on a  sustained basis, would be negative rating factors.


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


* Moody's Says Nov. 2012 to Feb. 2013 EMEA LSI Remains Stable
-------------------------------------------------------------
The Liquidity Stress Index (LSI) for EMEA remained broadly stable
between November 2012 and February 2013. "The slight increase to
18% from 17% primarily reflects ongoing pressure on operating
performance and weakening credit quality, but continued record
high-yield issuance supports stable liquidity and low default
rates.", says Tobias Wagner, analyst in the corporate finance
team at Moody's Investors Service, in its SGL Monitor: EMEA
Edition report.

Moody's continues to view liquidity profiles of EMEA speculative-
grade non-financial corporates as solid. However, weaker
operating performance in recent quarters may reduce flexibility
under existing debt covenants for some corporates, particularly
for those with more stringent covenants.

This includes LBOs which also tend to have less flexibility
regarding liquidity alternatives compared to other Western
European corporates. As a result, speculative grade liquidity
(SGL) ratings are more sensitive to changes in the LBO's ability
to generate operating cash flows.

Weakening of LBO SGL ratings also often accompanies rating (CFR)
downgrades. This indicates high sensitivity between the credit
worthiness and liquidity profiles of LBOs.


                            *********

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *