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

                           E U R O P E

            Friday, April 19, 2013, Vol. 14, No. 77

                            Headlines



B E L A R U S

BELARUS: S&P Affirms 'B-/B' Credit Ratings; Outlook Stable


C Y P R U S

* CYPRUS: Germany Votes in Favor of EUR10-Bil. Bailout


F R A N C E

WINDERMERE XII: S&P Lowers Rating on Class G Notes to 'CCC'


G E R M A N Y

ADAM OPEL: Bochum Plant Faces Closure by End of 2014
SOLEN: Files for Insolvency at Meppen Court


I R E L A N D

TITAN EUROPE 2007-2: S&P Lowers Rating on Class A2 Notes to 'BB-'
TREASURY HOLDINGS: Three Bidders Eye Former Commercial Properties
VIRIDIAN GROUP: Fitch Affirms 'BB-' LT Issuer Default Rating


I T A L Y

TITAN 2: S&P Assigns Preliminary 'B' Corporate Credit Rating


K A Z A K H S T A N

AGRARIAN CREDIT: Moody's Withdraws 'Ba2' Issuer Credit Rating


L I T H U A N I A

UKIO BANKAS: Romanov Sues Lithuania to Regain Control of Bank


L U X E M B O U R G

HOLDING BERCY: Moody's Gives B2 CFR & Rates EUR1.8BB Debt (P)B3


N E T H E R L A N D S

DRYDEN XXVII: S&P Assigns Prelim. 'BB+' Rating to Class E Notes
NORD GOLD: Fitch Assigns 'BB-' Long-Term Issuer Default Rating
NORTH WESTERLY II: Moody's Cuts Ratings on Two Tranches to 'Caa1'


P O L A N D

CENTRAL EUROPEAN: Unveils Initial Results of Dutch Auction


P O R T U G A L

PARTICIPACOES PUBLICAS: S&P Affirms 'B' LT Issuer Credit Rating
* PORTUGAL: To Cut Spending to Meet Bailout Requirements


R O M A N I A

ARMONIA MALL: Put Up for Sale by Creditors at 30% Off Price Tag


R U S S I A

RENAISSANCE CONSUMER: Fitch Assigns 'B-' Rating to US$150MM Notes


S L O V E N I A

* SLOVENIA: Raises US$1.3BB From Bond Sale; Eases Bailout Fears


S P A I N

AYT GENOVA X: Moody's Cuts Rating on Class D Notes to 'Caa3'


U N I T E D   K I N G D O M

CEVA GROUP: Obtains Waivers & Amendments From Lenders
CORNERSTONE TITAN 2005-2: Fitch Cuts Rating on Cl. F Notes to 'C'
LOMOND HOMES: Fife Residents Could Foot Bill After Administration
TATA STEEL: Moody's Affirms 'Ba3' CFR; Outlook Remains Negative
TITAN EUROPE 2007-3: Moody's Cuts Rating on Class B Notes to Caa3

TRAVELPORT LLC: S&P Lowers Corporate Credit Rating to 'SD'
UBS CAPITAL: Fitch Hikes Preferred Securities Rating From 'BB+'


X X X X X X X X

* EUROPE: German Rescue Fund Concerns Won't Delay Banking Union
* Weakening Documentation Poses Risks for European Bond Investors
* European CDS Spreads Stable Despite Cypriot Bank Insolvency
* BOOK REVIEW: George Eastman: Founder of Kodak


                            *********



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B E L A R U S
=============


BELARUS: S&P Affirms 'B-/B' Credit Ratings; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from
stable the outlook on its long-term foreign currency ratings on
the Republic of Belarus.

At the same time, S&P affirmed its long- and short-term sovereign
credit ratings on Belarus at 'B-/B'.

The transfer & convertibility (T&C) assessment for Belarus is
unchanged at 'B-'.

The outlook revision reflects the possibility of an upgrade if
Belarus' high inflation continues to decline, its current account
deficit remains fairly narrow in the face of a strengthening
economy, and its fiscal spending is contained.  Inflation
declined to 22% at the end of 2012 after averaging more than 50%
in 2011 and 2012, and S&P expects it to fall to below 20% in
2014.  Helped by this decline and the narrower current account
deficit, S&P considers that pressure on the exchange rate is
easing.  The National Bank of Belarus (NBRB) made net foreign
currency purchases in 2012, which indicates to S&P some
improvement in confidence in the local currency.

That said, political risks, high government financing needs, and
a reliance on external funding constrain the ratings.  The
Belarusian government's reluctance to introduce much-needed
structural reforms to improve competitiveness and growth
prospects is also a key ratings weakness.

The ratings are supported, however, by the country's relatively
high GDP per capita for the rating level (2012 estimate: $6,700)
and moderate general government deficits.  Belarus also benefits
from a strong industrial capital stock and a highly educated
workforce.

Real economic growth in 2012 was 1.5%.  While below the
government's target, S&P thinks that this growth is in line with
the government's efforts to tighten its macroeconomic policies.
S&P notes that both government consumption and investment
contracted in 2012, while gains from currency depreciation and
fewer imports, among other factors, bolstered net exports to a
surplus amount in the first half of the year.

However, the trade balance returned to a deficit in the second
half of the year.  This indicates to S&P that, without structural
reforms that focus on competitiveness, Belarus remains vulnerable
to exogenous factors that could impair external liquidity.

S&P considers that the exchange rate's stabilization has been
instrumental in limiting the increase in general government debt.
This is typically influenced more by exchange rate movements than
the headline deficit, which S&P estimates to have been in
surplus, of 0.4% of GDP for the consolidated budget, in 2012.

The government has streamlined lending under its programs in line
with the Eurasian Economic Community Anti-Crisis Fund (ACF)
program, to 1.3% of 2012 GDP.  S&P calculates that disbursements
under the ACF program will cover more than one-half of government
debt due in 2013, which amounts to about 3% of GDP.  The residual
amount may be raised from selling foreign currency government
bonds domestically, as well as possibly tapping international
capital markets.  Belarus is also in discussions with Russia
about a $2 billion loan to shore-up external liquidity.

S&P expects growth to remain moderate in 2013, at no more than
3%, in line with the improvement in the government's
macroeconomic policies, which is necessary to buttress further
reductions in the inflation rate and to contain exchange rate
volatility.

S&P expects inflation to average 22% in 2013, although this will
depend on the NBRB maintaining positive interest rates in real
terms.  S&P forecasts that as Belarusian exports face higher
competition in Russia (its leading export market) the current
account deficit will widen to about 6% of GDP from 3% in 2012.
Since 2011, when Russia secured a rescue package for Belarus, the
two countries have become increasingly intertwined.  S&P
therefore expects Russia to continue providing strong support to
Belarus, as and when required, in return for political and
economic concessions.

The positive outlook reflects the possibility of an upgrade if
the government can sustain the decline in inflation, while
keeping the current account deficit narrow, even as the economy
strengthens. An upgrade would also depend on the government
containing fiscal spending.  S&P could raise the ratings over the
next 12 months if the economic policy mix continues to rein in
inflation and prevent a new build-up of external imbalances.

S&P could revise the outlook back to stable if renewed
expansionary policies--for example, in the run-up to presidential
elections in 2015--lead to the return of exchange rate and
inflationary pressures.  S&P could also lower the ratings if
external liquidity or the availability of external funding
decline significantly.  Deterioration in Belarus' relationship
with Russia would also likely pose downside risks to the ratings.



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C Y P R U S
===========


* CYPRUS: Germany Votes in Favor of EUR10-Bil. Bailout
------------------------------------------------------
Harriet Torry at Dow Jones Newswires reports that Germany's
parliament voted in favor of aid for troubled Cyprus, smoothing
the path for Cyprus to access a EUR10 billion (US$13.03 billion)
bailout from its international creditors, in return for reforms
to fix Cypriot public finances and restructure the island's two
biggest banks.

Germany is one of a handful of euro-zone states that needs
individual parliamentary approval to participate in bailouts from
the euro zone's bailout fund -- the European Stability Mechanism,
Dow Jones notes.  Members of parliament yesterday voted 486 in
favor and 104 against with 11 abstentions, Dow Jones relates.

German Finance Minister Wolfgang Schauble praised the Bundestag's
approval as a step toward stabilizing Cyprus and a signal from
Germany of its commitment to Europe, Dow Jones discloses.

In a strongly worded statement, Mr. Schauble, as cited by Dow
Jones, said the divide between countries in the north and south
of Europe is narrowing, and that following a number of reforms,
"Europe and the euro are better positioned than ever before."

Following the formation of a new anti-euro party in Germany in
recent days, Mr. Schauble said a stable European currency is key
to economic growth and job creation, Dow Jones notes.

"Anyone who shakes the basis of the common currency ignores the
facts and threatens the economic success of Germany," Dow Jones
quotes Mr. Schauble as saying.



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


WINDERMERE XII: S&P Lowers Rating on Class G Notes to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C, D, E, F, and G notes issued by Windermere XII FCC.
At the same time, S&P removed the class A, B, C, and D notes from
CreditWatch negative and affirmed its rating on the class A
notes.

On Dec. 6, 2012, S&P placed its ratings on the class A, B, C, and
D notes on CreditWatch negative following an update to its
criteria for rating European commercial mortgage-backed
securities (CMBS) transactions.  The rating actions followed
S&P's review of the loan backing the transaction under the
updated European CMBS criteria.

The notes are ultimately secured by "Coeur Defense," a trophy
asset in Paris, La Defense (France).

The loan was transferred to special servicing in December 2008
following the decision of the Paris Commercial Court to place the
borrower under the protection of French "procedure de sauvegarde"
(safeguard proceedings)--a form of pre-insolvency, Chapter 11-
style proceeding available in France for distressed companies.

After more than four years of legal proceedings, the case was
last ruled on by the French Appeal Court in February 2013.  The
Appeal Court confirmed that the issuer, as legal owner of all
existing/future property cash flow (granted through "cessions
Dailly"), has the right to directly access the property rental
incomes by asking tenants to direct all rental payments to
themselves.

The Appeal Court also confirmed that:

   -- The borrower should repay the loan balance on July 10, 2014
      (being the original extended loan maturity date);

   -- The borrower must discharge quarterly interest payments in
      accordance with the loan agreement (excluding loan default
      interest), using the property rental income;

   -- The issuer can enforce the mortgage at any time from
      Sept. 1, 2013; and

   -- The sale proceeds should be escrowed by a court-appointed
      administrator in an account held by Caisse Des Depots &
      Consignations.

S&P's analysis indicates that the amount of available credit
enhancement on the class A notes is sufficient to maintain its
current rating.  S&P has therefore affirmed its rating on the
class A notes and removed it from CreditWatch.

S&P's analysis further indicates that the level of available
credit enhancement on the class B, C, and D notes is not
sufficient to absorb the amount of losses that the underlying
properties would suffer under the scenarios for the ratings
currently assigned to them.  Therefore, S&P has lowered its
ratings on these notes and removed them from CreditWatch.

In S&P's view, full recovery of the loan appears unlikely.  S&P
anticipates that the class E, F, and G notes will suffer
principal losses.  Therefore, S&P has lowered its ratings on
these notes to 'B- (sf)', 'CCC+ (sf)', and 'CCC (sf)',
respectively.

Windermere XII is a CMBS transaction secured by a single loan of
EUR1.519 billion, itself backed by an office property in La
Defense business district of Paris.  At closing, Windermere XII
also issued EUR119.95 million junior unsecured notes.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

                           Rating
Class                To               From

Windermere XII FCC
EUR1.519 Billion Commercial Mortgage-Backed Floating-Rate Notes

Ratings Affirmed and Removed From CreditWatch Negative

A                    A (sf)            A (sf)/Watch Neg

Ratings Lowered and Removed From CreditWatch Negative

B                    BB- (sf)          BBB (sf)/Watch Neg
C                    B (sf)            BB (sf)/Watch Neg
D                    B (sf)            B+ (sf)/Watch Neg

Ratings Lowered
E                    B- (sf)           B (sf)
F                    CCC+ (sf)         B- (sf)
G                    CCC (sf)          B- (sf)



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


ADAM OPEL: Bochum Plant Faces Closure by End of 2014
----------------------------------------------------
BBC News reports that Opel has announced the planned closure of
one of its factories by the end of 2014 after a deal with unions
fell through.

In February, Opel proposed to keep its Bochum plant in western
Germany open until 2016 in exchange for a wage freeze and other
cost-cutting measures, BBC relates.

The plan however was rejected by the unions, who described it as
too vague, BBC discloses.

Opel has been loss-making for more than a decade and has been
under pressure to cut costs, BBC notes.

According to BBC, Opel's plan included ending car production in
2016, but retaining it as a components and logistics center,
saving 1,200 jobs.

The closure would cost more than 3,000 jobs, and be the first
closure of a car factory in Germany for decades, BBC says.

As reported by the Troubled Company Reporter-Europe on Jan. 11,
2013, Bloomberg News related that GM's losses in Europe since
1999 have totaled US$17.3 billion.  The Detroit-based carmaker
has a target of bringing the operations to break-even by 2015,
Bloomberg said.  Sales by Opel and its U.K. sister brand Vauxhall
have fallen faster than European industrywide deliveries have
contracted, cutting the divisions' combined market share to 6.7%
in the first 11 months of 2012 from 8.4% for all of 2007,
Bloomberg disclosed.  GM closed a factory in Antwerp, Belgium, in
2010 and is selling a transmission plant in Strasbourg, France,
that employs about 1,000 people, according to Bloomberg.

Adam Opel GmbH -- http://www.opel.com/-- is General Motors
Corp.'s German wholly owned subsidiary.  Opel started making cars
in 1899.  Opel makes passenger cars (including the Astra, Corsa,
and Vectra) and light commercial vehicles (Combo and Movano).
Its high-performance VXR range includes souped-up versions of
Opel models like the Meriva minivan, the Corsa hatchback, and the
Astra sports compact.  Opel is GM's largest subsidiary outside
North America.


SOLEN: Files for Insolvency at Meppen Court
-------------------------------------------
Julia Chan at PV-Tech reports that Solen has declared bankruptcy
and filed for insolvency at the Meppen district court after
failing to repay the interest on a loan.

According to PV-Tech, the company said poor results as a result
of cuts in the German Renewable Energy Act (EEG), falling PV
prices over the last two years and high interest rates resulting
from a corporate bond have meant that the firm has been unable to
fulfill its obligation to its creditors.

Despite the declaration of bankruptcy, the business is operating
as usual, PV-Tech notes.  In a statement on the company's
Web site, Solen confirmed that it has received several requests
from potential investors for its operational units which the
company said it would evaluate, PV-Tech relates.

The company also confirmed that it will consider reorganizing the
company and hopes that most of its employees will be able to keep
their jobs, PV-Tech discloses.

Solen is a German PV developer.



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I R E L A N D
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TITAN EUROPE 2007-2: S&P Lowers Rating on Class A2 Notes to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Titan Europe 2007-2 Ltd.'s class A1, X, and A2 notes.  At the
same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on Dec. 6, 2012.

Titan Europe 2007-2 is a pan-European commercial mortgage-backed
securities (CMBS) transaction that closed in June 2007.  It was
initially secured against 18 loans, eight of which have repaid.
The remaining 10 loans in the pool are secured by 167 commercial
properties in Germany, The Netherlands, Finland, the Czech
Republic, and France.

The outstanding note balance has fallen to EUR999.16 million from
EUR1,669.18 million at closing.  To date, losses on the
underlying loans total EUR13.97 million.  Elavon Financial
Services Ltd., the cash manager, has applied this amount to the
notes as net accrued interest (NAI) amounts.  This means that the
affected classes of notes (so far the class F and G notes) are no
longer entitled to full interest, and the principal losses will
only be realized once all of the loans have been worked out.

Standard & Poor's ratings address timely payment of interest and
payment of principal not later than the legal final maturity.
S&P rates the class A1, X, and A2 notes, but not the subordinated
classes.

The rating actions follow S&P's review of the credit quality of
the underlying loans in the transaction under its updated
criteria for rating European CMBS transactions and the
application of S&P's 2012 counterparty criteria.

Following S&P's review of the credit quality of the 10 remaining
loans in the loan pool, S&P's current ratings reflects its view
of the losses to the lower notes and therefore to the credit
enhancement available to the upper notes.

S&P considers that the refinancing risk associated with the
remaining loans has increased in light of current market lending
conditions and commercial real estate market value declines.  S&P
believes these factors will likely result in additional losses
for the junior classes of notes, which it do not rate.

However, the amount of credit enhancement available to the class
A1 and A2 notes is not adequate to absorb the amount of losses
that the underlying assets would suffer under the stress
scenarios for their previous ratings ('AA' and 'BBB-',
respectively).  S&P considers that credit enhancement for the
class A1 notes is commensurate with a 'AA-' rating, and that for
the class A2 notes is commensurate with a 'BB-' rating.  S&P has
therefore lowered its credit ratings on the class A1 and A2
notes.

Interest payments on the class X notes rank pari passu with
payments due on the class A1 notes.  In accordance with S&P's
criteria on interest-only securities, it has also lowered its 'AA
(sf)' rating on this note to 'AA- (sf)'.

                           CREDIT REVIEW

MPC Loan (42% of the securitized loan pool)

The securitized loan represents the senior portion of a whole-
loan that includes pari passu debt and a B note.  The loan is in
special servicing.

The loan is now secured by 91 multi-tenanted office properties
located across the Netherlands.  The pool is relatively
concentrated in the regions of Rotterdam and Amsterdam.  The
properties are of average quality, in S&P's opinion.  The
reported net operating income has significantly declined since
issuance.  S&P considers that asset performance has chiefly
declined because of the declining occupancy rate--corrected for
the effects of property sales, it has fallen to 67.4% from 82.5%
at closing.  The portfolio was last revalued in November 2011 at
EUR386.1 million, which reflects a securitized loan-to-value of
222.9% and a whole loan loan-to-value ratio of 244.0%.

S&P considers that the risk of principal losses has increased on
this loan.

Project Christie (31% of the securitized loan pool)

The securitized loan represents the senior portion of a whole
loan.  The loan originally matured on May 18, 2011, but it has
been extended to April 2013.

The loan is secured on four multi-tenanted German retail
complexes.  The net operating income and occupancy rate has
proven stable since closing.  The weighted-average lease term is
5 years and 10 months.  The portfolio was last revalued in March
2010 at EUR410.9 million, which reflects a securitized loan-to-
value of 74.4% and a whole loan loan-to-value ratio of 81.6%.

Taking into account S&P's review of the loan, it considers that
the risk of principal losses has increased.

Urbis Loan (10% of the securitized loan pool)

The securitized loan represents the senior portion of a whole
loan that matures in April 2014.  The loan was restructured and
the maturity has been extended to April 18, 2014, from the
original April 2012 to facilitate orderly disposal of assets.

This loan is now secured by a mixed-use portfolio of 38 assets
across Germany.  Asset use is predominantly office.  The assets
are multi-tenanted, with no significant tenant concentration.
The current occupancy level is 67.5% and the weighted-average
lease term is fairly short, at only two years and nine months.
The portfolio was last revalued in March 2012 at EUR142.4
million, which reflects a securitized loan-to-value of 67.5% and
a whole loan loan-to-value ratio of 87.1%.

S&P considers that refinancing the whole loan by 2014 may be
difficult to achieve.  Therefore, S&P anticipates that there will
be principal losses on the securitized portion of the loan.

Cobalt Loan (8% of the securitized loan pool)

The loan was fully securitized at closing and matures in April
2014.

This loan is secured by 17 retail assets and one office property
located across Finland.  The assets are multi-tenanted.  The
overall occupancy rate of 98.4% has proven stable since closing.
However, the main tenant contributes about 51% of the net
operating income.  The portfolio was last revalued in March 2012
at EUR63.8 million, which reflects a securitized loan-to-value of
123.0%.

S&P considers that the risk of principal losses on this loan in
2014 has increased.

Other loans (9% of the securitized loan pool)

The remaining loans in the portfolio account for 9% of the total
pool balance.

Of these:

   -- The Six Hotels, the Caprice, and the Nantes loans are in
      special servicing as the borrowers failed to repay their
      respective loan balances at loan maturity.

   -- The Nantes loan is subject to a revised repayment schedule
      introduced by the French court.

   -- S&P expects the Six Hotels and the Nantes loan to
      experience principal losses.  However, the aggregate amount
      of losses in respect of these loans remains negligible in
      the context of the transaction size, in S&P's view.

   -- The Skoduv Palace loan was transferred to special servicing
      as the borrower was unable to provide evidence of
      refinancing.  A standstill agreement is in place until
      April 18, 2013.  In S&P's opinion, this loan may experience
      refinancing difficulties in light of the difficult
      commercial real-estate market and lending conditions, which
      could further depress property values.

                        COUNTERPARTY REVIEW

S&P's review confirms that, based on its 2012 counterparty
criteria, the counterparties can support the ratings up to the
current levels.

          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

Titan Europe 2007-2 Ltd.
EUR1.669 Billion Commercial Mortgage-Backed Floating-Rate Notes

                    Rating
Class         To              From

Ratings Removed from CreditWatch Negative and Lowered

A1            AA- (sf)        AA (sf)/Watch Neg
X             AA- (sf)        AA (sf)/Watch Neg
A2            BB- (sf)        BBB- (sf)/Watch Neg


TREASURY HOLDINGS: Three Bidders Eye Former Commercial Properties
-----------------------------------------------------------------
Independent.ie reports that three bidders remain in the running
to buy a major portfolio of 16 high-end commercial properties
once owned by Treasury Holdings.

The properties were last valued at EUR270 million in February
last year and generate net rental income of EUR23 million a year,
Independent.ie recounts.

According to Independent.ie, the debt is backed by 16 buildings,
including the Stillorgan Shopping Centre in Dublin, Merchants
Quay Shopping Centre in Cork, and a plethora of high-end office
blocks that include Bank of Ireland's headquarters on Mespil
Road, FAS's offices on Baggot Street and KPMG's main Dublin
offices.

UK-based London & Regional and US private equity houses Kennedy
Wilson and Northwood Investors have been shortlisted by a
committee representing lenders that seized the assets over unpaid
debts of EUR368 million, Independent.ie says, citing real estate
specialists CoStar News.

It's understood that London & Regional and Kennedy Wilson have
offered cash for the properties while Northwood, which is one of
the lenders to the portfolio, is offering a mix of cash and
reinstated debt, Independent.ie notes.

A syndicate of international lenders took control of the property
portfolio in January after Treasury Holdings was unable to repay
EUR368 million of debt when it fell due, Independent.ie
discloses.

A unit of the German bank Commerzbank said in a note of investors
that it is managing the sale process on behalf of lenders and
originally received six offers for the portfolio, Independent.ie
relates.

The final decision on a winning bid will be taken by a vote of
lenders in the complicated debt structure that is secured on the
properties, Independent.ie states.

                      About Treasury Holdings

Treasury Holdings is an Irish property developer.  The company
owns the Westin Hotel in Dublin and the Irish headquarters of
accounting firm PricewaterhouseCoopers.

On October 9, 2012, Mr. Justice Brian McGovern appointed Paul
McCann and Michael McAteer of Grant Thornton as joint liquidators
of Treasury Holdings and 16 related companies at the High Court,
Dublin, following a petition from KBC Bank.


VIRIDIAN GROUP: Fitch Affirms 'BB-' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Viridian Group Investments Limited's
(VGIL) Long-term Issuer Default Rating (IDR) at 'BB-'. Fitch has
also affirmed Viridian Group Fundco II Limited's notes senior
secured rating at 'BB' and Viridian Group Limited's (VGL) and
Viridian Power and Energy Holdings Limited's (VPEHL) super senior
revolving credit facility (RCF) senior secured rating at 'BB+'.
The Outlook on the IDR is Negative.

The affirmation is supported by performance and updated
projections for VGIL largely as expected following 2012's
completed debt refinancing which resolved VGIL's weak liquidity
and reduced leverage. The Negative Outlook reflects the
diminished headroom should business performance weaken, possibly
due to weak power demand in the Irish electricity pool and
resulting low utilization rates for Viridian Group, a vertically
integrated energy business consisting of electricity generation
and energy supply to customers in both Northern Ireland and the
Republic of Ireland.

Key Rating Drivers

Reduction of High Leverage

The rating is supported by the expectation that the company will
generate positive free cash flow from 2013 onwards and therefore
reduce the initial high leverage over the forecast period, due to
its small capex requirements and zero dividend pay-out until at
least March 2014. Fitch also notes that the company has the
ability to redeem up to 10% of the notes at 103 every year until
2015.

Weak Coverage, Average Leverage

The Negative Outlook reflects the diminished headroom if there
were to be business underperformance in 2013 and 2014. Fitch
forecasts that the weak funds from operations (FFO) gross
interest cover at FYE13 at end-March 2013 (1.7x) and FFO net
adjusted leverage (4.3x) will improve to levels that are
commensurate with the current rating (2.0x and 4.0x respectively)
by FYE15.

Restricted Business Risk Profile

VGIL's ratings are supported by its solid business risk profile,
which includes predictable earnings from its regulated and quasi-
regulated activities. Its regulated retail supply and procurement
businesses are forecast to generate about 25% of EBITDA in 2013.
VGIL's quasi-regulated earnings are driven from capacity payments
for its combined cycle gas turbine (CCGT) plants, which represent
another 35% of EBITDA for 2013. However the business risk profile
is restricted by the high asset concentration and Viridian's
limited generation size with exposure to market risk.

Arcapita Chapter 11 Filing

Whilst the Chapter 11 filings of Arcapita Bank B.S.C. (the
primary holding company) are not expected to affect the continued
operation of the group, there remains scope within the borrowing
facilities to trigger the change of control clause.

Equity-Like PIK

Fitch has not consolidated the GBP173.5 million (as at
December 31, 2012) junior facility issued at the VGHL level and,
therefore has excluded this from leverage and coverage ratios.
The features of this instrument match Fitch's perception of a
true holdco PIK instrument.

Liquidity

As at Dec. 31, 2012, VGIL's liquidity was adequate with around
GBP90m of cash, a fully undrawn GBP125 million sub-limit of the
RCF applicable to loans, and no short-term debt maturities.

Rating Sensitivities:

The Outlook is Negative. As a result, Fitch's sensitivities do
not currently anticipate developments with a material likelihood,
individually or collectively, of leading to a rating upgrade.
Future developments that may nonetheless potentially lead to a
positive rating action (revision of Outlook) include:

- Reduction of FFO net adjusted leverage below 4.0x and FFO
   interest coverage above 2.0x on a sustained basis. Fitch would
   consider stabilizing the Outlook once it has better visibility
   that ratio guidelines will be met. The current projections do
   not envisage the possibility of an upgrade.

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

- Inability to generate positive free cash flow, disabling
   a reduction in leverage on a net basis (as expected).  FFO
   net leverage above 4.0x and/or FFO gross interest coverage
   below 2.0x on a sustained basis would lead to a one notch
   downgrade of the IDR.



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


TITAN 2: S&P Assigns Preliminary 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' long-term corporate credit rating to Italy-based
software services provider Titan 2 SpA (TeamSystem).  The outlook
is stable.  As part of the refinancing, Titan 2 SpA will be
renamed TeamSystem Holding SpA.

At the same time, S&P assigned its preliminary 'B' issue rating
to TeamSystem's proposed EUR300 million senior secured floating-
rate notes due 2020.  The recovery rating on the proposed notes
is '4', indicating S&P's expectation of average (30%-50%)
recovery for creditors in the event of a payment default.

The rating primarily reflects S&P's assessment of TeamSystem's
financial risk profile as "highly leveraged."  TeamSystem's
private equity ownership has led the group to adopt aggressive
financial policies, including on acquisitions and cash dividends.
S&P also factors into the rating its assessment of TeamSystem's
business risk profile at the lower end of the "fair" category.
The group operates in the fragmented Italian small and midsize
enterprise market, and has smaller operations and weaker
geographic diversity than larger business services providers.

These weaknesses are partially offset by the fact that TeamSystem
is the market leader in Italy, with a broad, diverse client base.
The group benefits from profitable and cash-generative
operations, with minimal capital expenditure (capex) and working
capital requirements.  TeamSystem also benefits from high
barriers to entry due to its unique value-added reseller (VAR)
distribution model, which helps to protect its strong market
position.  New entrants would need to invest heavily in order to
replicate TeamSystem's software suite and regional branch and VAR
distribution network that the group has developed over many
years.

"In our base-case credit scenario, we anticipate that
TeamSystem's revenues will increase at a mid- to high-single-
digit rate to more than EUR160 million on Dec. 31, 2013.  At the
same time, we anticipate that TeamSystem's Standard & Poor's-
adjusted EBITDA margin will be more than 34%, with adjusted
EBITDA of more than EUR55 million.  We forecast that the group
will continue to generate positive cash flows, with adjusted
funds from operations (FFO) of more than EUR18 million in the
year to Dec. 31, 2013," S&P said.

The group's capital structure includes sizable shareholder loans
that generate payment-in-kind (PIK) interest at an aggressive
rate of 12%.  As such, S&P forecasts adjusted debt to EBITDA of
just more than 14x (or just less than 6x excluding the
shareholder loans) and adjusted FFO to debt of just less than 3%
(7%) on
Dec. 31, 2013.  S&P notes that credit metrics remain at the
"weak" end of the "highly leveraged" financial risk profile
category, even excluding S&P's adjustments to debt for
shareholder loans.  S&P anticipates that cash interest coverage
will be about 2.5x on Dec. 31, 2013, and will stay stable in the
near to medium term. However, if the final interest rate for the
proposed bond were to exceed the target rate S&P assumes in its
base case, cash interest coverage could immediately come under
pressure.

In S&P's view, demand for TeamSystem's services should remain
steady over the next two years, and margins will remain robust.

S&P considers that rating upside is limited at this stage,
because of the group's capital structure, relatively modest
absolute cash generation, aggressive financial policies on
leverage, potential acquisitions, and dividends.

S&P could lower the rating if the group experiences severe margin
pressure, or if poorer cash flows lead to weaker credit metrics.
Debt-financed acquisitions, and/or an increase in shareholder
distributions could also result in weaker credit metrics, which
could in turn lead S&P to lower the rating.  S&P notes that the
group's sizable shareholder loans have an aggressive PIK interest
rate of 12%, which could outpace EBITDA growth and therefore
place pressure on the group's credit metrics.  If cash interest
coverage were to fall to less than 2x S&P could consider lowering
the rating.



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


AGRARIAN CREDIT: Moody's Withdraws 'Ba2' Issuer Credit Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings on
Agrarian Credit Corporation JSC:

- Long-term local and foreign currency issuer rating of Ba2 with
   a stable outlook; and

- Short-term local and foreign currency issuer rating of Not
   Prime with a stable outlook.

Agrarian Credit Corporation JSC had no outstanding debt rated by
Moody's at the time of the withdrawal.

Ratings Rationale:

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

Headquartered in Astana, Kazakhstan, Agrarian Credit Corporation
JSC reported total assets of KZT86.5 billion (US$574 million),
and net income of KZT387 million (US$2.6 million) as of year-end
2012, according to its audited financial statements under IFRS.



=================
L I T H U A N I A
=================


UKIO BANKAS: Romanov Sues Lithuania to Regain Control of Bank
-------------------------------------------------------------
Stuart Bathgate at The Scotsman reports that Hearts owner
Vladimir Romanov is taking on both the Lithuanian state and its
central bank in a bid to regain control over his company Ukio
Bankas, which went into administration earlier this year.

Mr. Romanov issued the lawsuit against the country in which he
lives and its main bank in the middle of last month, but details
have only recently been confirmed by the Lithuanian authorities,
the Scotsman relates.  Gintautas Stalnionis, the spokesperson for
the Vilnius Regional Court, confirmed that the case had been
filed on March 14, the Scotsman notes.

Mr. Romanov was the largest shareholder in Ukio Bankas, a former
shirt sponsor of the Tynecastle club, the Scotsman discloses.
The bank went into administration on February 12, the Scotsman
recounts.

The date of the initial court hearing has yet to be confirmed,
and it is uncertain whether the businessman will go ahead with
the action, the Scotsman says.  He pleaded poverty after Ukio
went administration, suggesting he might have to revert to his
old trade as a taxi driver, the Scotsman states.  Since then, his
access to funds has been further restricted by a court order
freezing the assets of Ubig, Hearts' parent company, the Scotsman
notes.

According to the Scotsman, Lithuanian sources said that
Mr. Romanov accepts Ukio was in difficulties but disputes the
decision by the central bank to put the firm into administration.
He says he and the bank had agreed a recovery program for Ukio
and that most of the measures had been carried out by the time
administration was forced on Ukio, the Scotsman discloses.

In his lawsuit, Mr. Romanov is asking the court to reverse the
central bank's decision to put Ukio into administration and
transfer its "good" assets to another Lithuanian bank, Siauli,
the Scotsman notes.  He is also seeking an unspecified amount in
damages, the Scotsman says.

                        About Ukio Bankas

Ukio Bankas AB is a Lithuania-based commercial bank, which is
involved in the provision of banking, financial, investment, life
insurance and leasing services to individuals and companies.  It
is Lithuania's sixth largest lender by assets.  The Central Bank
suspended Ukio Bankas' operations on Feb. 12, 2013, after it was
established the lender had been involved in risky activities.  A
majority 64.9% of Ukio Bankas had been owned by Russian born-
businessman Vladimir Romanov.



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


HOLDING BERCY: Moody's Gives B2 CFR & Rates EUR1.8BB Debt (P)B3
---------------------------------------------------------------
Moody's assigned a B2 corporate family rating and a B3-PD
probability of default rating to Holding Bercy Investissement SCA
(Elior) and a (P)B3 rating to the approximately EUR1.8 billion of
senior secured facilities borrowed by Holding Bercy
Investissement SCA and Elior SCA.

Moody's has also assigned a (P)B3 rating to the EUR300 million of
senior secured notes due 2020 to be issued by Elior Finance & Co
SCA. The outlook on all ratings is stable.

The notes will be issued in conjunction with Elior's amend-and-
extend of its senior secured bank debt, and the proceeds will be
on-lent to refinance a portion of that debt. The overall
transaction also includes funding for the acquisition of Trust
House Services Inc.

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

Ratings Rationale:

Moody's B2 CFR reflects (1) Elior's high adjusted leverage (5.6x
as of September 2012 pro forma for the acquisitions closed in
2012); (2) Moody's expectation that near-term deleveraging will
be limited given an anticipated active acquisition strategy; (3)
the company's exposure to Southern Europe where trading
conditions remain challenging.

However, the rating also reflects the company's strong business
profile which is underpinned by the company's dominant market
positions alongside Sodexo and Compass Group plc (Baa1 stable) in
France, Spain and Italy. The high customer retention rate of over
90% in the contract catering and support services division
coupled with the long-term nature of Elior's contracts in the
concession division also provide some revenue predictability.

Moody's anticipates that Elior will not deleverage materially in
the near term, given the company's external growth plans. In
March 2013, Elior entered into an agreement to acquire Trust
House Services Inc, a contract caterer in the US, generating
about $432 million of sales in 2012. Moody's anticipates that the
transaction - financed through $155 million of non-recourse US
facilities and additional debt under Elior's rated senior
facilities to fund the equity portion - will result in leverage
remaining above 5.5x in 2013, even assuming a positive impact on
EBITDA from French employment incentive tax credits (CICE).

Elior is also amending its senior facility agreement, to which
the EUR300 million 2020 notes will be on-lent. The amended
agreement will permit EUR400 million of acquisitions (accruing
additional flexibility of EUR50 million per annum), and the
ability to incur up to EUR400 million of acquisition facilities
to support the company's external growth strategy.

Elior's operations in Southern Europe (Spain, Portugal and Italy)
still represent about 28% of the contract catering & support
services division's sales and about 31% of the concession
division's sales. Moody's expects that trading conditions in
those countries will remain challenging in the short term, with a
potential negative impact on operating performance especially in
the concession business which may be more vulnerable to macro-
economic weaknesses than the contract catering & support services
division.

Moody's considers Elior's liquidity profile to be adequate,
despite a deterioration during the fiscal year ended September
2012 due to the company's weaker operating performance in
conjunction with the EUR 350 million share buy-back. The company
had a relatively low level of cash (around EUR 100 million) at
year end. Elior also has EUR 198 million of undrawn revolving
credit facility due in 2016 and 2018 with, in Moody's view,
adequate covenant headroom. The bank amendments have also
extended the maturity of most of the company's bank debt to 2019.

The (P)B3 rating assigned to the facilities and notes, one notch
below the CFR, reflects their unmitigated structural
subordination to non-financial liabilities at the operating
companies. Although the notes issued by Elior Finance & Co SCA do
not benefit from a direct guarantee from Elior's operating
subsidiaries, they do benefit indirectly from rights and
guarantees given by Holding Bercy Investissement SCA and Elior
SCA under the senior facilities agreement through sub-
participation as lender. The intercreditor agreement provides for
equal sharing of any guarantee or security enforcement recoveries
among the lenders of the senior facilities agreement.

The B3-PD PDR reflects Moody's view that the funding arrangements
result in effectively an all-bank debt structure. However, the
notes generally do not have direct voting rights under the senior
facilities agreement and even in specific situations where they
can vote - for example enforcement instructions or changes to
payment priorities in the intercreditor agreement - they only
represent 14.8% of voting rights and would effectively be
controlled by the lenders under the senior facilities agreement.

Moody's further notes that both the notes and amended bank debt
contain portability features, which allow for a one-off change in
ownership of Elior without triggering change of control
provisions subject to meeting certain tests which, in Moody's
view, are met immediately following the refinancing.

Outlook

The stable outlook reflects Moody's expectations that Elior will
maintain its operating performance at current levels.

What Could Change The Rating Up/Down

Negative pressure on the ratings could occur if adjusted leverage
rises sustainably above 6x and/or if the free cash flow remains
negative for an extended period. In addition, concerns over
liquidity or covenants could exert negative pressure on the
ratings. Positive pressure could develop if adjusted leverage
decreases below 5.5x on a sustainable basis and if the free cash
flow to debt increases to above 2%.

The principal methodology used in these ratings was the Global
Business & Consumer Service Industry Rating Methodology published
in October 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.



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


DRYDEN XXVII: S&P Assigns Prelim. 'BB+' Rating to Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to Dryden XXVII Euro CLO 2013 B.V.'s EUR249
million fixed- and floating-rate class A-1A, A-1B, B-1A, B-1B, C-
1A, C-1B, D, and E notes.  At closing, Dryden XXVII Euro CLO 2013
will also issue an unrated subordinated class of notes.

S&P's preliminary ratings reflect its assessment of the credit
quality of the preliminary collateral portfolio.  The portfolio
at closing is expected to be diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans
and senior secured bonds.

S&P's ratings also reflect the credit enhancement available to
the rated notes through the subordination of cash flows payable
to the subordinated notes.  S&P subjected the preliminary capital
structure to a cash flow analysis to determine the break-even
default rate for each rated class of notes.

In S&P's analysis, it used the target par amount, the covenanted
weighted-average spread, the covenanted weighted-average coupon,
and the covenanted weighted-average recovery rates.  S&P applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

Under the transaction documents, if the concentration of the pool
comprising assets paying a fixed rate of interest is between 20%
and 40%, no additional hedging is required.  S&P modeled the mix
of fixed- and floating-rate assets at the maximum and minimum
levels under the transaction documents.  S&P also biased defaults
toward fixed-rate assets during low interest-rate environments
and toward floating-rate assets during high interest-rate
environments.

The ratings assigned to the notes are commensurate with S&P's
assessment of available credit enhancement following its credit
and cash flow analysis.  S&P's analysis shows that the credit
enhancement available to each rated class of notes was sufficient
to withstand the defaults applicable under the supplemental tests
(not counting excess spread) outlined in S&P's corporate
collateralized debt obligation (CDO) criteria.

In S&P's analysis, it considered that the transaction documents'
replacement and remedy mechanisms adequately mitigate the
transaction's exposure to counterparty risk under its 2012
counterparty criteria.

Following the application of S&P's criteria for nonsovereign
ratings that exceed eurozone (European Economic and Monetary
Union) sovereign ratings, S&P considers the transaction's
exposure to country risk to be sufficiently mitigated at the
assigned rating levels as the concentration of the pool
comprising of assets in countries rated lower than 'A-' is
limited to 10% of the aggregate collateral balance.

The transaction's legal structure is expected to be bankruptcy-
remote, in accordance with S&P's "European Legal Criteria For
Structured Finance Transactions," published on Aug. 28, 2008.

Dryden XXVII Euro CLO 2013 is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued by European borrowers.  Pramerica Investment
Management Ltd. acts as collateral manager.

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

        http://standardandpoorsdisclosure-17g7.com/1448.pdf

RATINGS LIST

Dryden XXVII Euro CLO 2013 B.V.
EUR300 Million Fixed- and Floating-Rate Notes

Class                 Prelim.        Prelim.
                      rating          amount
                                    (mil. EUR)

A-1A                  AAA (sf)         69.00
A-1B                  AAA (sf)        100.50
B-1A                  AA (sf)           9.40
B-1B                  AA (sf)          21.60
C-1A                  A (sf)           11.60
C-1B                  A (sf)            6.40
D                     BBB (sf)         13.00
E                     BB+ (sf)         17.50
Subordinated          NR               51.00

NR-Not rated.


NORD GOLD: Fitch Assigns 'BB-' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned Nord Gold N.V. a Long-Term Foreign
Currency Issuer Default Rating (IDR) of 'BB-'. The Outlook is
Stable.

Key Rating Drivers

Acceptable mine life and reserve quality: At end-2012 the company
had control of 12.8moz of gold reserves with an average mine life
of approximately 18 years based on output of 717koz of gold in
2012. This places Nord Gold as a small-to medium sized mining
company in global terms. The quality of ore at Nord Gold's
deposits at an average gold grade of 1.2g/t, as calculated by the
company, is at the upper end of international peers which average
0.8-1.2g/t.

Well-diversified portfolio of assets: The company's gold reserves
are well diversified geographically and by number of mines. In
2012 the company operated seven mines; the company's largest
mine, Lefa, provided less than 24% of the total company's gold
output. The launch of the Bissa mine in Burkina Faso in January
2013 will further enhance the company's operational
diversification.

While Nord Gold does not have an excessive exposure to any of the
four countries in which it operates (Russia, Burkina Faso, Guinea
and Kazakhstan), each of these jurisdictions is viewed by Fitch
as having higher country risk relative to mining operations.

Increasing cash costs: The company's increasing cash costs -
which rose 22% to USD836/oz in 2012 -- present risks as they are
higher than the global average. However, the agency expects
improvement of the company's cost position in 2013 due to the
implementation of a cost-saving program with targeted savings of
more than US$83 million (13% of the company's cost of goods sold
excluding depreciation and amortization in 2012), and the launch
of the lower-cost Bissa mine.

Limited track record of organic growth: Fitch positively views
the company's change of focus from acquisitive growth to an
organic growth strategy. Given that 25% of Nord Gold's resources
are at development/exploration stage Fitch views that the company
will be able to keep output stable in the medium term. The
company, however, has a comparatively limited track record of new
project development with Bissa being the only new mine that has
been launched.

Debt and Liquidity

Fitch expects neutral free cash flow (FCF) in 2013 and negative
FCF in 2014-2015 due to high project development costs. This is
expected to see leverage increase with funds from operations
(FFO) adjusted gross leverage rising to 1.8x by end-2013 and 2.0-
2.1x during 2014-2015 (FYE12: 1.4x).

The liquidity position of the company is currently strong with
end-2012 cash of US$45 million and US$430 million of unutilized
committed bank loans compared with US$262 million of short-term
borrowings.

Rating Sensitivities

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

- FFO adjusted gross leverage falling sustainably below 1.5x

- EBITDAR margin rising above 30% on average through the
   commodity price cycle (32.8% in 2012)

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

- FFO adjusted gross leverage rising sustainably above 3.0x

- EBITDAR margin falling sustainably below 20%

FULL LIST OF RATING ACTIONS

Long-Term foreign currency IDR: assigned at 'BB-'; Outlook
Stable

Short-Term foreign currency IDR: assigned at 'B'

Foreign currency senior unsecured rating: assigned at 'BB-'

Long-Term local currency IDR: assigned at 'BB-'; Outlook Stable


NORTH WESTERLY II: Moody's Cuts Ratings on Two Tranches to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the following
notes issued by North Westerly CLO II B.V.:

  EUR5.4M Class B-1 Deferrable Interest Fixed Rate Notes due
  2019, Downgraded to Baa2 (sf); previously on Nov 4, 2011
  Upgraded to A3 (sf)

  EUR31.3M Class B-2 Deferrable Interest Floating Rate Notes due
  2019, Downgraded to Baa2 (sf); previously on Nov 4, 2011
  Upgraded to A3 (sf)

  EUR14.1M Class C Deferrable Interest Floating Rate Notes due
  2019, Downgraded to Ba2 (sf); previously on Nov 4, 2011
  Upgraded to Ba1 (sf)

  EUR7.68M (current balance is EUR7.35M) Class D-1 Deferrable
  Interest Fixed Rate Notes due 2019, Downgraded to Caa1 (sf);
  previously on Nov 4, 2011 Upgraded to B2 (sf)

  EUR13.02M (current balance is EUR12.47M) Class D-2 Deferrable
  Interest Floating Rate Notes due 2019, Downgraded to Caa1 (sf);
  previously on Nov 4, 2011 Upgraded to B2 (sf)

Moody's also affirmed the rating of the Class A notes issued by
North Westerly CLO II B.V.:

  EUR297.4M (current balance is EUR152.2M) Class A Senior
  Floating Rate Notes due 2019, Affirmed Aaa (sf); previously on
  Nov 4, 2011 Upgraded to Aaa (sf)

North Westerly CLO II B.V., issued in September 2004, is a
Collateralized Loan Obligation ("CLO") backed by a portfolio of
mostly senior secure European loans. The portfolio is managed by
NIBC Bank N.V. The reinvestment period of this transaction ended
in Sep 2010.

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
result primarily from the deterioration in the credit quality of
the underlying collateral pool since the last rating action in
Nov 2011.

Deterioration in the credit quality is observed through a weaker
average credit rating of the portfolio (as measured by the
weighted average rating factor "WARF") and a significant increase
in the proportion of securities from issuers rated Caa1 and
below. In particular, as of the latest trustee report dated Jan
2013, the WARF is currently 3,280 compared to 2,990 in the Sep
2011 report. In addition the securities rated by Moody's Caa or
lower make up 29.69% of the underlying portfolio versus 10.35% in
Sep 2011.

The reported overcollateralization ratios have worsen since the
rating action in Nov 2011 primarily as a result of the increase
in the proportion of securities from issuers rated Caa1 and
below. As of the latest trustee report dated Jan 2013, the Class
A, B, C, D and E overcollateralization ratios are reported at
141.84%, 116.7%, 109.26% and 99.91% respectively compared to Sep
2011 levels of 141.5%, 121.4%, 115.1% and 107.0% respectively.
Class D OC tests are now in breach.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par and principal proceeds balance of
EUR237.48M, defaulted par of EUR6.3M, a weighted average default
probability of 24.52% (consistent with a WARF of 4,078), a
weighted average recovery rate upon default of 46.17% for a Aaa
liability target rating, a diversity score of 28 and a weighted
average spread of 3.41%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average
recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
For a Aaa liability target rating, Moody's assumed that 98.89% of
the portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

Moody's has also corrected an error in the calculation of WARF
for these notes. The WARF calculation used in the previous rating
action was derived as a weighted average of the default
probability of each asset's rating at its own remaining life,
rather than the weighted average of the rating factor of each
asset combined with the weighted average life of the pool as
called for in the methodology. This rating action reflects the
corrected WARF calculation.

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

Deterioration of credit quality to address the refinancing and
sovereign risks -- Approximately 40% of the portfolio is rated B3
and below with maturities between 2014 and 2016, which may create
challenges for issuers to refinance. The portfolio is also
exposed 1.87% to obligor located in Ireland. Moody's considered
the scenario where the WARF of the portfolio was increased to
4,668 by forcing to Ca the credit quality of 25% of such
exposures subject to refinancing or sovereign risks. This
scenario generated model outputs that were up to two notches
lower than the base case results.

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

Sources of additional performance uncertainties:

1) Portfolio Amortization: Another source of uncertainty in this
transaction is whether amortization from unscheduled principal
proceeds will continue and at what pace. Delevering of the
transaction may accelerate due to high prepayment levels in the
loan market and/or collateral sales by the liquidation agent,
which may have significant impact on the notes' ratings.

2) Moody's also notes that 55% of the collateral pool consists of
debt obligations whose credit quality has been assessed through
Moody's credit estimates. Large single exposures to obligors
bearing a credit estimate have been subject to a stress
applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

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

4) Liquidation value of long dated assets: Approximately 1.64% of
the portfolio is comprised of assets that mature beyond the
maturity date of the transaction ("long dated assets"). For those
assets, Moody's assumed a weighted average liquidation value of
90% in its analysis. Any volatility between the assumed
liquidation value and the actual liquidation value may create
additional performance uncertainties.

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

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

The cash flow model used for this transaction is Moody's CDOEdge
model.

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

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.



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


CENTRAL EUROPEAN: Unveils Initial Results of Dutch Auction
----------------------------------------------------------
Central European Distribution Corporation on April 17 announced
the initial results of the reverse Dutch auction conducted as a
part of its solicitation of votes for its Prepackaged Plan of
Reorganization.

Based on its tabulations, CEDC anticipates that holders of CEDC
Finance Corporation International, Inc.'s 9.125% Senior Secured
Notes due 2016 and 8.875% Senior Secured Notes due 2016 who
submitted bid prices of up to and including US$810.00 or
EUR810.00, respectively, should receive a cash payment in
exchange for their 2016 Notes (i.e., the Clearing Price as
defined in the Offering Memorandum will be US$810.00 or
EUR810.00).  CEDC expects that approximately EUR81 million of
Euro 2016 Notes and approximately US$106 million of USD 2016
Notes, equal to an aggregate of approximately US$211 million
principal amount of 2016 Notes, would be repurchased for cash.
CEDC expects that approximately EUR349 million of Euro 2016 Notes
and approximately US$274 million of USD 2016 Notes would remain
outstanding and unpurchased and would receive new secured notes
and new convertible notes issued by CEDC Finance Corporation
International, Inc. pursuant to the Plan.  These amounts remain
subject to adjustment and confirmation by CEDC on or about the
Distribution Date.

To receive their cash payment, 2016 Noteholders who elected the
cash option must be holders of the 2016 Notes as of March 21,
2013 and the Distribution Date (as defined in the Plan, i.e. the
effective date of the Plan, which CEDC expects to occur as soon
as practicable following the confirmation date).  THEREFORE, TO
RECEIVE THE CASH PAYMENT, A HOLDER OF 2016 NOTES AS OF MARCH 21,
2013 CANNOT TRADE 2016 NOTES PRIOR TO THE DISTRIBUTION DATE.

CEDC FinCo will first accept for exchange all 2016 Notes with a
bid price less than the Clearing Price, and thereafter, 2016
Notes with a bid price equal to the Clearing Price on a pro rata
basis due to the oversubscription of the cash election.  CEDC
expects to apply the full amount of the US$172 million RTL
Investment towards the purchase of 2016 Notes in the cash
election and does not expect any pro rata cash distribution to
holders of 2016 Notes that did not participate in the cash
election.  In addition, the Clearing Price may be further
adjusted if 2016 Noteholders who participated in the cash
election are unable to confirm their holding of 2016 Notes as of
the Distribution Date and are therefore ineligible to receive the
cash payment.  In all cases, appropriate adjustments will be made
to avoid purchases of 2016 Notes in principal amounts other than
integral multiples of US$1,000 or EUR1,000, as applicable.  All
2016 Notes not accepted in the cash election as a result of
proration or as a result of having a bid price above the Clearing
Price as well as 2016 Noteholders that did not participate in the
cash election will not participate in the cash election and will
be deemed to have elected to receive New Notes.

On April 7, 2013, CEDC commenced voluntary proceedings under
Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of
the Plan.  Following CEDC's first day hearing on April 9, 2013,
the Delaware Bankruptcy Court scheduled a hearing to consider
confirmation of the Plan on May 13, 2013.  Voting on the Plan
closed on April 4, 2013.  According to the official vote
tabulation prepared by CEDC's voting and information agent,
impaired creditors have voted overwhelmingly to accept the Plan.

The financial restructuring, which will eliminate approximately
US$665.2 million in debt from CEDC's and CEDC FinCo's balance
sheets, does not involve the Company's operating subsidiaries in
Poland, Russia, Ukraine or Hungary and should have no impact on
their business operations.  Operations in these countries are
independently funded and will continue to generate revenue during
this process.  All obligations to employees, vendors, credit
support providers and government authorities will be honored in
the ordinary course without interruption.

The terms of the Plan are described in the Amended and Restated
Offering Memorandum, Consent Solicitation Statement and
Disclosure Statement, dated March 8, 2013, filed as an exhibit to
a tender offer statement on Schedule TO-I/A on March 8, 2013, as
amended and supplemented by Supplement No. 1 to the Offering
Memorandum, dated March 18, 2013, filed as an exhibit to the Form
8-K filed on March 19, 2013.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on April 17,
2013, 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'.  S&P said that the rating actions follow CEDC's announcement
that it intends to restructure through a prepackaged Chapter 11
plan of reorganization.



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


PARTICIPACOES PUBLICAS: S&P Affirms 'B' LT Issuer Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Portugal-based Participacoes Publicas (SGPS) S.A. (PARPUBLICA) to
stable, from negative.  At the same time, S&P affirmed its long-
term issuer credit rating on PARPUBLICA at 'B'.

The outlook revision reflects S&P's outlook revision of the
Republic of Portugal (BB/Stable/B) to stable from negative, as
well as what S&P views as improved clarity on PARPUBLICA's
future. The revision also reflects S&P's opinion of the company's
improved capacity to secure additional financing in order to meet
its still-significant liquidity needs, including the repayment of
the EUR800 million bond maturing in July 2013.

PARPUBLICA is a 100% sovereign-owned holding company, with
investments in operating subsidiaries and a portfolio of real
estate assets.  It has executed several successful
privatizations, and the majority of its privatization receipts
are usually used to allow the state to reduce its debt burden.

The rating on PARPUBLICA is supported by S&P's assessment of the
"very high" likelihood of the sovereign providing extraordinary
and timely government support.  This reflects S&P's view of
PARPUBLICA's "very strong" link with the government.  The
government influences PARPUBLICA's strategic and operational
activities by approving its budgets and financial plans;
appointing its main managerial bodies; and deciding which assets
should be transferred to PARPUBLICA or privatized.  While the
government does not provide an explicit and timely guarantee for
PARPUBLICA's debt, it is subject to article 501 of the Portuguese
Companies Code, which indicates that a parent is legally
responsible for the liabilities of its fully-owned subsidiaries.
S&P understands that the statute may provide a means for
creditors of the subsidiary to make claims against the parent
from 30 days after the subsidiary defaults, which likely supports
recovery prospects.  The current government has reiterated its
commitment to this obligation, and it is possible that PARPUBLICA
could be included in the general government account in the next
12 to 24 months.

S&P's assessment of PARPUBLICA's "very important" role--as
Portugal's entity for holding, managing, and privatizing key
participations on behalf of the government--remains unchanged.
S&P believes the scope of PARPUBLICA's role could diminish, as
the number of remaining state assets to privatize declines over
time. The stand-alone credit profile (SACP) remains at 'ccc',
reflecting S&P's view of the company's "vulnerable" business risk
profile and "highly leveraged" financial risk profile and near-
term uncertainties regarding debt repayment.  Under S&P's
criteria, a SACP of 'ccc' applies to entities that are vulnerable
to nonpayment and depend on favorable business, financial, and
economic conditions to be able to meet all their financial
commitments.

The SACP is constrained by S&P's view of PARPUBLICA's geographic
concentration of assets in Portugal, limited financial
flexibility, and weak liquidity position.  The company had an
estimated EUR4.8 billion of debt at the holding level at the end
of 2012, down 6% from a year earlier.  This was repaying the
EUR1 billion to bondholders who had exercised the put option on
the EDP - Energias de Portugal exchangeable bonds in December
2012.  PARPUBLICA's portfolio of equity stakes in Portuguese
entities is adequately diversified in terms of sectors, but the
entity remains highly leveraged with an estimated loan-to-value
(LTV) ratio of 55%-60% at year-end 2012.

PARPUBLICA has reached an agreement with VINCI (BBB+/Stable/A-2)
for the sale of Airport group ANA Aeroportos de Portugal (ANA,
not rated).  S&P understands PARPUBLICA will receive about
EUR1.1 billion for ANA's equity, most of which will be up-
streamed, as in prior privatizations, and used to reduce the
government's debt burden.  After this expected transaction, S&P
believes the majority of PARPUBLICA's assets would be claims on
the state, until additional state assets are transferred to
PARPUBLICA.

PARPUBLICA is also the sole owner of national carrier,
Transportes Aereos de Portugal TAP holdings (TAP; not rated),
with net debt and leasing commitments at an estimated EUR1.1
billion at year-end 2012.  About EUR500 million of this is
leasing agreements backed by the leased aircraft.  Until it is
privatized, this contingent liability is weighing on PARPUBLICA's
SACP, in S&P's view.  TAP's privatization was close to completion
at the end of 2012, but stalled on the lack of financial
guarantees provided by sole bidder Synergy Group.  S&P still
expects TAP will be sold, but unlikely this year.

S&P assess the company's management and governance as "fair", as
S&P's criteria define the term, partly owing to the lack of
independence from the state, as PARPUBLICA's funding decisions
and general strategy depend largely on the Portuguese government.

The stable outlook reflects the outlook on Portugal, as well as
PARPUBLICA's marginally improved financial position and S&P's
understanding that the government could consolidate the entity
into the general government when its primary role of privatizing
state assets diminishes.

S&P could consider raising the rating if it upgrades Portugal, or
if PARPUBLICA further integrates with the government.  For
instance, if PARPUBLICA were included in the general government,
it could benefit from a budget allowance and centralized state
financing, which could lead S&P to revise its assessment of the
likelihood of extraordinary government support to the same level
as Metropolitano de Lisboa ("extremely high").  S&P could also
consider raising the rating if PARPUBLICA's SACP improves through
reducing leverage, receiving additional valuable assets from the
state to offset its claims on the government, or strengthening
its liquidity position.

S&P could lower the rating on PARPUBLICA if it downgrades
Portugal, or if the company's financial profile deteriorates
again.  S&P could also lower the ratings if, against its current
expectation, the government weakens its stance on potential
extraordinary support to the company.


* PORTUGAL: To Cut Spending to Meet Bailout Requirements
--------------------------------------------------------
Sinikka Tarvainen at Deutsch Presse-Agentur reports that the
Portuguese government on Thursday announced spending cuts worth
0.5% of gross domestic product in order to put its bailout
program back on track, after the Constitutional Court struck down
some of its austerity measures.

According to DPA, budget secretary of state Luis Morais Sarmento
said that the cuts will affect all budget areas.

DPA relates that Mr. Sarmento said the cuts would allow Portugal
to meet this year's budget deficit target of 5.5% of GDP and open
the way for its creditors to release the next, EUR2 billion
(US$2.6 billion) tranche from its bailout package.

The European Union and the International Monetary Fund granted
Lisbon loans worth EUR78 billion in 2011, DPA recounts.

The bailout program requires that Prime Minister Pedro Passos
Coelho follow a strict austerity program which is facing mounting
opposition in Portugal, DPA notes.

The Constitutional Court struck down several cost-cutting
measures recently, leaving the government facing a budget
shortfall of about EUR1.3 billion, DPA recounts.  The next loan
disbursement and a lengthening of Portugal's loan maturities are
conditional on the budget gap being filled, DPA says.

According to DPA, the government still needs to explain the
details of the new cuts to experts from the European Commission,
the European Central Bank and the International Monetary Fund,
who are currently visiting Lisbon to discuss ways of addressing
the budget shortfall.



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


ARMONIA MALL: Put Up for Sale by Creditors at 30% Off Price Tag
---------------------------------------------------------------
Oana Gavrila at Ziarul Financiar reports that creditors of
Armonia Mall have taken 30% off their asking price and hope to
sell the bankrupt company for EUR14.85 million after its previous
price tag, of EUR25 million, failed to attract any investors.

Armonia Mall is a shopping center in Braila, eastern Romania.



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


RENAISSANCE CONSUMER: Fitch Assigns 'B-' Rating to US$150MM Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Renaissance Consumer Funding Limited's
13.5% US$150 million fixed-coupon 5.5-year subordinated issue of
limited recourse loan participation notes, with final maturity in
June 2018 a final 'B-' rating and a Recovery Rating of 'RR5'.

The proceeds from the issue are being on-lent to Russia-based
Commercial Bank Renaissance Credit, rated Long-term Issuer
Default Rating (IDR) 'B'/Stable, Short-term IDR 'B', Viability
Rating (VR) 'b', Support Rating '5'. In case of bankruptcy, the
claims of investors in the current issue will be subordinated to
the claims of senior creditors and will rank at least pari passu
with the claims of other subordinated creditors. Financial
covenants of the agreement include RenCredit's obligation to
maintain its prudential capital adequacy ratio at least at 12%
level.

As at end-2012, RenCredit was the 64th-largest bank in Russia by
assets and is one of the five leaders in the consumer finance
segment in Russia. Onexim Holdings controls 89.52% of RenCredit
via Renaissance Capital Investments Limited which also controls
investment bank Renaissance Capital ('B'/Negative).

KEY RATING DRIVERS

The issue's 'B-' rating (one notch below the bank's VR of 'b')
and the Recovery Ratings of 'RR5' (corresponding to average
recoveries of 10%-30%) acknowledges that banks are often not
broken up (liquidated) upon default and that in most (although
not all) cases, holders of subordinated debt receive some level
of recoveries when a bank is resolved.

RenCredit's Long-term VR reflects the bank's markedly weaker and
more volatile performance relative to other banks in the sector,
and the significant increase in loss rates in 2012, which has
prompted a review of underwriting policies. Reported
profitability remained strong (ROAE of 19% in 2012) reflecting
good reported cost control, but was supported by insurance-
related commissions (equal to 62% of 2012 pre-impairment profit;
booked up front), and moderate provisioning of NPLs (69% coverage
at end-2012).

However, capital and liquidity remain sound, with the Fitch core
capital ratio at 20% at end-2012 and liquid assets exceeding
total wholesale funding (most of which falls due in 2013).
RenCredit's credit profile has also benefited from its
acquisition in 2012 by the Onexim Group, which reduced contingent
risks relating to other assets of the broader Renaissance group,
and was followed by a RUB3.3 billion equity injection into the
bank.

RATING SENSITIVITIES

Any changes to RenCredit's VR would also impact the issue's
rating. A strengthening of the bank's underwriting, moderation of
loss rates and greater sustainability of performance could lead
to an upgrade of the bank's VR and issue ratings. A downgrade is
less likely in the medium term given that the low rating level
already captures most risks.

RenCredit's other ratings (all unaffected):

-- Long-term foreign and local currency IDRs: 'B'; Outlook
    Stable

-- National Long-term Rating: 'BBB(rus)', Outlook Stable

-- Short-term IDR: 'B'

-- Viability Rating: 'b'

-- Support Rating: '5'

-- Senior unsecured debt Long-term Rating: 'B'; Recovery Rating
    'RR4',

-- Senior unsecured debt National Long-term Rating: 'BBB(rus)'



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


* SLOVENIA: Raises US$1.3BB From Bond Sale; Eases Bailout Fears
---------------------------------------------------------------
Leos Rousek at The Wall Street Journal reports that financially
troubled Slovenia bought itself some breathing room Wednesday by
raising more than US$1.3 billion with a bond sale, easing fears
that near-term funding problems could force it into an
international bailout.

But the former Yugoslav republic that for years was seen as post-
communist success story still faces serious challenges as it
tries to shore up an ailing banking sector and revive growth in
its flagging economy, the Journal notes.

According to the Journal, the government said that the money
raised by Slovenia's sale of 18-month treasury bills at a yield
of 4.15% will be used to repay debt maturing in June.  More than
US$500 million, or about half, of that debt was repaid Wednesday,
the Journal discloses.

That will help prevent an immediate cash crunch and allow time
for skittish markets to settle down - after the turmoil caused by
the messy rescue of Cyprus last month - before Slovenia seeks to
raise more money internationally, the Journal states.

Still, analysts said, Slovenia will have to move ahead with plans
to shift non-performing loans from struggling banks to a debt-
resolution agency and to privatize state-owned assets if it hopes
to win favor with foreign investors, the Journal notes.

"It has eased a little bit of the pressure, but they will
ultimately have to come to the market abroad to raise financing,"
the Journal quotes Timothy Ash, a London-based emerging markets
economist for Standard Bank as saying.  He said skeptical capital
markets will want evidence the country is moving "away from
state-owned development to a more private sector-driven
development."

Slovenia's state-controlled banks are struggling under a mountain
of bad debt - estimated at roughly 20% of the country's annual
economic output, the Journal discloses.  Much of that is a legacy
of carefree lending during a boom that accompanied the country's
adoption of the euro in 2007, the Journal notes.

The Journal relates that Slovenia's government said earlier this
year that it would need EUR1 billion (US$1.3 billion) to repair
its damaged banks, a figure the Organization for Economic
Cooperation and Development last week said is probably a
significant underestimate.

Some analysts estimate the price tag for the banking cleanup
could be as high as EUR3 billion to EUR4 billion, the Journal
states.  On top of that, the government is expected to seek to
finance its 2014 budget deficit and repay EUR1.5 billion in debt
due next year, according to the Journal.

              International Bond Investor Meetings

Boris Cerni and Hannah Benjamin at Bloomberg News report that
Slovenia picked banks to organize international bond investor
meetings, a day after scooping up twice the targeted amount in a
domestic debt sale and easing pressure on the country to ask for
an international bailout.

According to Bloomberg, Irena Ferkulj, a spokeswoman at the
Finance Ministry, said in an e-mailed statement yesterday that
the government hired BNP Paribas SA, Deutsche Bank AG and
JPMorgan Chase & Co. to arrange meetings for a "non-deal
roadshow" starting April 22.

Prime Minister Alenka Bratusek's new government is seeking to
persuade investors that Slovenia won't follow Cyprus and four
other euro members in seeking international aid, Bloomberg
discloses.

Ms. Bratusek told lawmakers on Wednesday that while urgent
measures are needed to be taken to address Slovenia's woes, the
country doesn't need a bailout, Bloomberg relates.  She said that
the government will present a plan to narrow the budget gap and
fix the banks within a month, a timeframe agreed with European
leaders in Brussels, Bloomberg notes.

Ms. Bratusek also announced the country plans to sell at least
two state-held companies and possibly also a bank, Bloomberg
recounts.

After the Treasury bill sale, "Slovenia still needs to find
around 2 billion euros to cover its budget deficit and
recapitalize state-owned banks, with risks to the upside given
quite a difference between the official government's and the
Organization for Economic Cooperation and Development bank
capital-needs estimates," analysts at Hypo Alpe-Adria Bank d.d.
in Zagreb, as cited by Bloomberg, said in a note to clients
yesterday.



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


AYT GENOVA X: Moody's Cuts Rating on Class D Notes to 'Caa3'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven junior
and two senior notes in three Spanish residential mortgage-backed
securities (RMBS) transactions: AyT Genova Hipotecario X, FTH;
AyT Genova Hipotecario XII, FTH; and Serie AyT Colaterales Global
Hipotecario Caja Espana I. At the same time, Moody's confirmed
the ratings of one security in Serie AyT Colaterales Global
Hipotecario Caja Espana I. Insufficiency of credit enhancement to
address sovereign risk and exposure to counterparty risk in AyT
Genova Hipotecario X, FTH and AyT Genova Hipotecario XII, FTH
have prompted the downgrade action.

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

List of Affected Ratings:

Issuer: AyT Genova Hipotecario X Fondo de Titulizacion
Hipotecaria

  EUR787.5M A2 Notes, Downgraded to Baa2 (sf); previously on Nov
  23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR15.75M B Notes, Downgraded to B2 (sf); previously on Nov 23,
  2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR11.55M C Notes, Downgraded to Caa1 (sf); previously on Jul
  2, 2012 Baa1 (sf) Placed Under Review for Possible Downgrade

  EUR14.7M D Notes, Downgraded to Caa3 (sf); previously on Jul 2,
  2012 B3 (sf) Placed Under Review for Possible Downgrade

Issuer: AyT Genova Hipotecario XII, FTH

  EUR778M A Notes, Downgraded to Baa3 (sf); previously on Nov 23,
  2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR22M B Notes, Downgraded to B3 (sf); previously on Nov 23,
  2012 Downgraded to Baa2 (sf) and Remained On Review for
  Possible Downgrade

Issuer: SERIE AYT COLATERALES GLOBAL HIPOTECARIO CAJA ESPANA I

  EUR437.5M A Notes, Confirmed at A3 (sf); previously on Jul 2,
  2012 Downgraded to A3 (sf) and Placed Under Review for Possible
  Downgrade

  EUR45M B Notes, Downgraded to Ba1 (sf); previously on Jul 2,
  2012 Baa2 (sf) Placed Under Review for Possible Downgrade

  EUR11M C Notes, Downgraded to B2 (sf); previously on Jul 2,
  2012 Ba3 (sf) Placed Under Review for Possible Downgrade

  EUR6.5M D Notes, Downgraded to Caa1 (sf); previously on Jul 2,
  2012 B3 (sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk. The rating action on
Genova Hipotecario deals also reflects the exposure to Barclays
Bank S.A. acting as servicer and Issuer Account Bank. Moody's
confirmed the ratings of securities whose credit enhancement and
structural features provided 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.

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 three affected transactions, Moody's maintained the
current expected loss and MILAN CE assumptions. Expected loss
assumptions remain at 1.60% for AyT Genova Hipotecario X, FTH and
AyT Genova Hipotecario XII, FTH, and 3.30% for Serie AyT
Colaterales Global Hipotecario Caja Espana I. The MILAN CE
assumptions remain at 10% for AyT Genova Hipotecario X, FTH;
12.5% for AyT Genova Hipotecario XII, FTH and 23.5% for Serie AyT
Colaterales Global Hipotecario Caja Espana I.

Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the exposure to Barclays Bank S.A. (not rated),
which acts as Servicer and Issuer Account Bank in AyT Genova
Hipotecario X, FTH and AyT Genova Hipotecario XII, FTH. The deals
include Issuer Account Bank replacement triggers in case Barclays
Bank PLC owns less than 51% of Barclays Bank S.A. or is
downgraded below P-1, however there is not an explicit guarantee
of the amounts deposited in these accounts. Moody's has assessed
the probability and effect of a default of the issuer account
bank on the ability of the issuer to meet its obligations under
the transactions, and determined this risk has negative impact on
the ratings of Class A and Class B notes in these two
transactions.

As part of its analysis Moody's assessed the exposure of Serie
AyT Colaterales Global Hipotecario Caja Espana I to Cecabank S.A.
(Ba1/NP on review for possible downgrade) as swap counterparty.
The revised ratings of the notes, which are driven by the
insufficiency of credit enhancement to address sovereign risk,
were not negatively affected by these exposures.

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,"
published on July 2, 2012.

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 inputs have been corrected
in the three transactions: the trigger inputs switching the
priority of payments and the reserve fund amortization mechanism.
Additionally the final maturity date have been corrected in Serie
AyT Colaterales Global Hipotecario Caja Espana I.



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


CEVA GROUP: Obtains Waivers & Amendments From Lenders
-----------------------------------------------------
CEVA Group Plc on April 16 disclosed that it has received certain
requested waivers and amendments from the lenders under its
senior secured credit facilities and from the lenders under its
U.S. asset backed loan facility in connection with its previously
announced financial recapitalization plan which if consummated
will reduce substantially CEVA's overall debt and interest costs,
as well as increase liquidity and strengthen its capital
structure.  The Credit Facility lenders have agreed to, among
other things, (a) forbear from exercising certain remedies under
the Credit Facility as a result of certain defaults and other
events, (b) consent to the incurrence, to the extent necessary,
of a senior secured debtor-in-possession credit facility and (c)
waive a change of control provision.  The ABL Facility lenders
have agreed to an amendment to the definition of change of
control.

In addition, CEVA would like to remind eligible holders that in
order to receive the consent fee/early tender fee payable in the
previously announced private exchange offers, which consists of
new common equity interests to be issued by Ceva Holdings LLC
with a value equivalent to 5% of principal amount of indebtedness
tendered, eligible holders of CEVA's 12.75% Senior Notes due
2020, CEVA's 11.5% Junior Priority Secured Notes due 2018, CEVA's
12% Second-Priority Senior Secured Notes due 2014 and CEVA's
Senior Unsecured Bridge Loans must validly tender, and not
withdraw, their notes or other debt at or prior to 5:00 p.m., New
York City time, on April 16, 2013.  The valid tender of notes and
other debt in the Exchange Offers requires the simultaneous
delivery of all additional required documents as further
described in the Confidential Offering Memorandum, Consent
Solicitation and Disclosure Statement dated April 3, 2013.
Tendered notes and other debt may not be withdrawn after the
Consent Time.  The Exchange Offers will expire at midnight, New
York City time, on April 30, 2013, unless terminated, withdrawn
earlier or extended.

If the Exchange Offers are consummated, each eligible holder that
validly tenders, and does not validly withdraw, its notes or
other debt prior to the Consent Time shall be eligible to receive
a consent fee or early tender fee consisting of Holdings Common
Shares with a value equivalent to 5% of the principal amount of
indebtedness tendered by such eligible holder (or 0.05 Holdings
Common Shares for each US$1,000 principal amount of Second Lien
Notes, Senior Unsecured Notes or Bridge Loans tendered, and
0.06405 Holdings Common Shares for each EUR1,000 principal amount
of Unexchanged Notes tendered).  For eligible holders of Second
Lien Notes, the consent fee represents an incremental 7.6% of
Holdings Common Shares compared to the total number of Holdings
Common Shares and shares of new preferred equity of Holdings
(excluding the consent fee) that is being offered as
consideration in the Exchange Offers to such eligible holders if
the Exchange Offers are consummated.  For eligible holders of
Senior Unsecured Notes, Unexchanged Notes and Bridge Loans, the
consent fee / early tender fee represents an incremental 13.7%,
14.6% and 14.6%, respectively, of Holdings Common Shares compared
to the number of Holdings Common Shares (excluding the consent
fee / early tender fee) that is being offered as consideration in
the Exchange Offers to such eligible holders if the Exchange
Offers are consummated. The above assumes that the value of one
Holdings Common Share is US$1,000, which is based upon the
Reorganized Common Equity Value (as such term is defined in the
Offering Memorandum), assuming 100% participation of eligible
holders prior to the Consent Time and that the US$256.2 million
Rights Offering is fully subscribed.

None of CEVA, Holdings or any other person makes any
recommendation as to whether holders should tender their
securities in the Exchange Offers or provide the consents to the
proposed amendments in the Consent Solicitations, and no one has
been authorized to make such a recommendation.  Holders of
securities should read carefully the Offering Memorandum before
making any decision with respect to the Recapitalization.  In
addition, holders must make their own decisions as to whether to
tender their securities in the Exchange Offers and provide the
related consents in the Consent Solicitations, and if they so
decide, the principal amount of the securities to tender.

The new securities being offered in the Exchange Offers have not
been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of such Act.

The Exchange Offers are being made in the United States only to
holders of securities who are both "qualified institutional
buyers" or institutional "accredited investors" and "U.S.
persons" and outside the United States only to persons other than
"U.S. persons" who are "non-U.S. qualified offerees" (in each
case, as such terms are used in the letter of eligibility).  The
Exchange Offers are made only by, and pursuant to, the terms set
forth in the Offering Memorandum.  The Exchange Offers are
subject to certain significant conditions.  The complete terms
and conditions of the Exchange Offers are set forth in the
Offering Memorandum and other documents relating to the
Recapitalization, which have been distributed to eligible holders
of securities.  CEVA and Holdings have the right to amend,
terminate or withdraw the Exchange Offers and the Consent
Solicitations, at any time and for any reason, including if any
of the conditions to the Exchange Offers is not satisfied.

Documents relating to the Exchange Offers and the Consent
Solicitations, including the Offering Memorandum will only be
distributed to holders of securities who complete and return a
letter of eligibility confirming that they are within the
category of eligible holders for the Exchange Offers and the
Consent Solicitations.  Holders of securities who desire a copy
of the eligibility letter should contact Garden City Group, the
exchange agent for the Exchange Offers, at (855) 454-1733.

                       About CEVA Group Plc

Headquartered in the United Kingdom, CEVA --
http://www.cevalogistics.com-- is a non-asset based supply chain
management company.  The company has approximately 50,000
employees.  With a presence in over 160 countries, it delivers
supply chain solutions across a variety of sectors.  For the year
ending December 31, 2011, CEVA reported revenues on a preliminary
unaudited basis of EUR6.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2013,
Moody's Investors Service downgraded CEVA Group plc's Corporate
Family Rating and Probability of Default Rating to Caa3 and Ca-PD
from Caa1 and Caa1-PD respectively.  At the same time, Moody's
downgraded CEVA's senior secured ratings to B3 from B1; priority
lien notes to Caa2 from Caa1, junior priority notes to C from
Caa2 and senior unsecured notes to C from Caa3.  Ratings (except
notes rated C) were placed under review for downgrade.  The
rating action follows the company's announcement that it did not
make interest payments due as of April 1, 2013 on the 11.5%
junior priority lien notes due 2018 and 12.75% unsecured notes
due 2020.


CORNERSTONE TITAN 2005-2: Fitch Cuts Rating on Cl. F Notes to 'C'
-----------------------------------------------------------------
Fitch Ratings has downgraded Cornerstone Titan 2005-2 plc's class
E and F notes due October 2014 and affirmed the class G notes, as
follows:

GBP14.8m Class E (XS0237331375) downgraded to 'Bsf' from 'BBBsf';
Outlook Negative

GBP10.1m Class F (XS0237331615) downgraded to 'Csf' from 'CCsf';
Recovery Estimate RE20%

GBP10.3m Class G (XS0237330302) affirmed at 'Csf'; RE0%

Key Rating Drivers

The downgrades reflect the revaluation of the collateral securing
the GBP27.1 million West Midlands loan following its maturity
default in October 2012. The revised value stands at GBP16
million, down from GBP22 million, thus raising the loan-to-value
ratio (LTV) to 169% from 124%. This downwards revision was beyond
Fitch's previous estimates, reflected in the 2012 Fitch value of
GBP19 million. With the bonds maturing within 18 months, limited
time remains for the special servicer (Capita Asset Services,
'CSS2') to enhance value. This makes ultimate losses on that loan
seem highly likely.

A cash sweep commenced after the loan's default, amortizing the
facility by GBP283,000 in January 2013. The loan has a floating
interest rate and so benefits from the current low rate
environment, with interest rate coverage in January 2013 of 2.2x.
In addition, the collateral, a single secondary office property
located in Solihull, has been let to a single tenant until 2019,
providing for steady income and cash sweep amounts (although
Fitch understands the tenant is not in physical occupation).
However, the deleveraging is limited by the upcoming bond
maturity, making a sale the main priority.

The other remaining loan, GBP8.1 million Bradford Retail,
defaulted at its maturity in July 2010. The special servicer,
Solutus Advisors Ltd, has been focusing on securing long-term
lettings for all seven retail units serving as collateral.
Currently all units are occupied, but in two cases on short
rolling leases, covering property expenses while potential long-
term tenants are sought. The loan is not making its entire
interest payments (including default interest), thus rolling up a
liability ranking senior to principal recoveries. Fitch expects
little principal recoveries from Bradford Retail, which has an
LTV of over 250%.

The liquidity facility (amortized significantly in line with the
note balance) is no longer available as both loans have triggered
appraisal reductions, cancelling out the facility. Fitch expects
the senior notes to continue to receive timely interest, due to
West Midlands' stable performance.

Rating Sensitivities

The class E notes would likely be subject to further downgrade if
the West Midlands recoveries are significantly below the reported
asset value. The junior notes are expected to be written off in
part (class F) or in full (class G) upon sale of the last asset,
resulting in downgrades to 'Dsf' and rating withdrawal.


LOMOND HOMES: Fife Residents Could Foot Bill After Administration
---------------------------------------------------------------
The possibility that householders in Blairhall and Lochgelly have
to fork out thousands of pounds as a result of Lomond Homes going
into administration is to be challenged by two councillors at a
meeting of the council's executive committee, Michael Alexander
at The Courier reports.

The homebuilder was granted planning permission subject to three
Section 75 agreements binding the developer to payments totalling
GBP419,000 towards education, community developments and other
infrastructure, according to The Courier.

The report relates that when the executive committee meets,
councillors will be asked to consider plans for recovering the
money, which could mean residents stumping up.

The potential liability per household has been estimated at
GBP852 or GBP3,385 in Blairhall and GBP4,615 in Lochgelly, The
Courier notes.

The Courier says that Lochgelly and Cardenden councillors Mark
Hood and Linda Erskine are to move a motion removing the threat
of the council taking legal action against residents of the
Lomond Homes New Farm Vale Estate.

The Courier discloses that Mr. Hood, who has been raising
concerns about the way Lomond Homes were conducting their
business for some years, said: "I have been monitoring closely
the Lomond Homes New Farm Vale site for some time and have been
raising issues and concerns with council officers in development
services about the way in which Lomond Homes were conducting
their business for nearly three years.  Unfortunately these
concerns were not taken on board until last May following a
change of administration but unfortunately by this time it was
too late to recover the council's position."

Mr Hood added: "Although I believe there has been significant
failings by Fife Council officers and a complete lack of
leadership by the previous administration, I believe the people
ultimately responsible are the directors of Lomond Homes. . . .
The wider Lomond Group have also shown they are not willing to
take any responsibility for those customers who have suffered as
a result of Lomond Homes going into administration."

Council leader Alex Rowley has met with representatives from
local community councils and residents' associations and has
acknowledged their unhappiness at the council's handling of the
situation, the report adds.


TATA STEEL: Moody's Affirms 'Ba3' CFR; Outlook Remains Negative
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
rating of Tata Steel Limited, the B3 corporate family rating of
Tata Steel UK Holdings Ltd and the B3-PD/ B3/LGD 3(49%) of
TSUKH's term loan facility. The outlook on all ratings remains
negative.

Ratings Rationale:

"The performance of Tata Steel since we assigned the negative
outlook in August 2012 has been broadly in-line with our
expectations, with TSUKH struggling with the moribund state of
the European steel industry while the Indian operations have
increased output but are experiencing margin pressure in the face
of slower Indian GDP growth," says Alan Greene, a Moody's Vice
President -- Senior Credit Officer.

Moody's expectation is for the year ended March 2013 to reflect
the nadir of Tata Steel's credit metrics. The results for the
nine month period to December 2012 saw group revenues grow by
1.2%, even as steel deliveries declined to 17.6 million tons from
18 million tons and with pre-tax profit 65% lower for the group,
period on period.

However, in any year, the fourth quarter is usually strong and it
is no different for the three months just finished. Ramp-up of
the Jamshedpur expansion has seen total Tata Steel India
deliveries grow by 13% to 7.48 million tons for FY13, and
following the relighting of the Port Talbot blast furnace in
February, Moody's expects TSUKH's deliveries to have recovered to
at least 3.5 million tons in Q4 and to over 13 million tons for
the year. Q4 is also the period when working capital is reduced
as much as possible, a particularly important factor for TSUKH
where covenants for its borrowings are based on a cash flow
coverage covenant.

"Nevertheless, with no let up in the weak demand and overcapacity
seen in Europe, there is a risk that the weakening of Tata
Steel's credit metrics continues into FY2014. We expect
consolidated adjusted debt/EBITDA to have been around 5.8x for
FY13 and are looking for an improvement to 5.5x in FY14. However,
further erosion of credit metrics could precipitate a rating
downgrade," says Greene.

While these leverage numbers are higher than the threshold levels
Moody's had established for a downgrade of the rating, it
believes that the steel cycle, at least in India, is past the
worst. If this is the case and Tata Steel India can return
towards a sustained EBITDA of $300/ton or more - which is one of
the best margins seen among Moody's entire rated steel industry
coverage - then the burden of TSUKH can probably be borne,
without forcing the rating lower, assuming it can sustain
positive EBITDA.

Moody's will therefore closely monitor the direction of the
industry and Tata Steel's performance over the next six to nine
months to see if it is tracking Moody's estimates. In particular,
TSUKH operations must make steady progress towards achieving
EBITDA/ton of $50 in FY14.

TSUKH remains a challenge for the group. The rate of amortization
of the EUR2.2 billion tranche of its senior facility agreement
(SFA) accelerates in FY14 and FY15 with some EUR570 million due
over this period. At the same time, capital expenditure to renew
plant and improve efficiency is still needed and at a rate of
GBP350 million to 400 million, is close to matching the
depreciation charge.

"The European steel industry as a whole is suffering from
underutilized capacity and TSUKH along with others is looking to
higher added value products and cost efficiencies in order to
survive. However, in FY 2015 when the covenant on TSUKH's SFA
moves to a leverage measure, TSUKH must be profitable in its own
right and cannot rely on the group's support of its working
capital which helps it meet the current covenant package," says
Greene.

TSUKH's B3 rating factors in two notches of support from TSL,
reflecting TSUKH's strategic importance within the group and
expectations of continued support. TSL's incremental investments
in Tata Steel Holdings Pte Ltd., which is the link with the
procurement entities and non-Indian operations, are ultimately
the mechanism for providing the support to TSUKH.

However, Moody's notes that the debt service coverage ratio
reported by Tata Steel standalone had fallen to 1.04x as of 30th
September 2012. While the support of TSUKH has an adverse impact
on Tata Steel's free cash flow, the main demands of late have
been to fund the new 6 million ton per annum (mtpa) integrated
steel plant being constructed in Odisha at an expected total cost
of some INR400 billion ($7 billion). Expenditure up to 31st
December 2012 on the first 3mtpa phase amounts to $1.2 billion.

Moody's understands that TSL has been seeking INR230 billion of
project finance for the new steelworks, which would ease the
pressure on the standalone balance sheet. It also has other small
holdings in various Tata group companies that it can monetize.
However, given the superior returns of the Indian steel
operations, due in large part to their high raw material self-
sufficiency, further investment in TSUKH seems difficult to
justify.

"The emergence of funding constraints affecting the expansion of
the profitable parts of Tata Steel, due to TSUKH's losses,
suggests that further action, along the lines of the disposal of
Teeside Cast Products in 2011 is needed in order to reverse
TSUKH's cash outflow," adds Greene.

However, Moody's is aware that corporate activity with respect to
TSUKH has the added complication of addressing the impact, if
any, on the GBP17 billion worth of pension funds.

Tata Steel's ratings are unlikely to go up in the near future,
but could return to a stable outlook. The financial metrics
Moody's would consider are as follows:

For TSUKH, Moody's would look for positive free cash flow
generation (i.e operating cash flow less dividends and capex) and
for adjusted debt/EBITDA to fall below 7.0x on a sustained basis.

For Tata Steel, adjusted debt/EBITDA would be expected to fall
below 3.5x to 4.0x and EBIT interest coverage improve to at least
3.0x on a sustained basis.

Negative rating pressure could develop in the event of a
worsening in the operating environment beyond Moody's
expectations over the next 6 months.

The B3 rating for TSUKH could be considered for a downgrade, if
EBITDA is negative in FY14 or if a revised level of support from
the Group is apparent or the assumptions behind Moody's expected
recovery rate are further pressured.

The Ba3 rating for Tata Steel could go down, if adjusted
debt/EBITDA exceeds 5.0x to 6.0x or if EBIT interest coverage
falls below 2.0x to 2.5x on a sustained basis.

The principal methodology used in these ratings was the Global
Steel Industry Methodology published in October 2012.

Tata Steel UK Holdings is the 100%-owned subsidiary of Tata Steel
Ltd and is the holding company for the European steel operations
that principally comprise the former Corus Group. Tata Steel Ltd,
is an integrated steel company headquartered in Mumbai, India.
The Tata Steel Group is the world's 12th largest steelmaker
producing 24.03 million tons of crude steel in FY2012.


TITAN EUROPE 2007-3: Moody's Cuts Rating on Class B Notes to Caa3
-----------------------------------------------------------------
Moody's has revised its assumptions in relation to the potential
Swaption payments by the borrower under the Regulator Loan
relating to Titan Europe 2007-3 Limited. Moody's updated
assumptions do not impact the current ratings of the Notes.

Moody's previously stated that its analysis assumed around GBP20
million will ultimately be paid in potential prior ranking
Swaption claims by the borrower under the Regulator Loan.

Moody's revised assumption is that roughly GBP38 million of
Swaption payments are likely to crystallize at the Regulator Loan
maturity in October 2013 and Moody's has assumed for the purposes
of its analysis that such Swaption payments rank pari passu with
the whole GBP205.75 million Regulator Loan.

According to the Offering Circular, the borrower, 25 North
Colonnade Investment Company Limited, (the "Borrower") under the
Regulator Loan granted Credit Suisse International (the "Hedge
Provider") an extension option ("Swaption") for a further
interest rate swap transaction (from October 2013 to July 2018 on
the same terms as the preceding swap - notional amount of GBP
205.75 million fixed at 4.981%), and if the Hedge Provider
exercises the option, the Borrower is obliged to pay an amount
equal to the termination payment that would have been due had a
physical interest rate swap been entered into under the same
terms.

Moody's was not provided with any of the underlying documents
with respect to the Swaption, but had previously assumed that the
Borrower would enter into a new five year swap in October 2013
and that the swap would only be terminated sometime in 2015 upon
sale of the underlying property, incurring a termination payment
of around GBP20 million. As such, Moody's also assumed that the
new five year swap would be treated as periodic payments and, if
applicable, swap termination payments under the relevant swap
agreement, and therefore rank senior to the obligations of the
Borrower to make payments of interest and principal on the
Regulator Loan.

Moody's now understands that the Hedge Provider can demand an
immediate cash settlement of the Swaption ("Swaption Termination
Payment") in October 2013, regardless of whether the Borrower
agrees to enter into a new five year swap on the terms previously
described. As a result, Moody's now assumes for the purposes of
its analysis, and based on its interpretation of the transaction
documents, that such Swaption Termination Payments will rank pari
passu with the principal and interest on the Regulator Loan.

Moody's was not provided with any indication of the potential
size of the Swaption Termination Payment but estimates it at
roughly GBP 38 million based on current swap curves.

Rating Methodology

The methodology used in this rating was Moody's Approach to Real
Estate Analysis for CMBS in EMEA: Portfolio Analysis (MoRE
Portfolio) published in April 2006.

Other factors used in this rating are described in European CMBS:
2012 Central Scenarios published in February 2012.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior assessment is summarized in a press
release dated 29 November 2012. The last Performance Overview for
this transaction was published on the 13 February 2013.

On February 17, 2011, Moody's affirmed, confirmed and downgraded
the following classes of Notes issued by Titan Europe 2007-3
Limited (amounts reflect initial outstandings):

GBP463.04M Class A1 Notes, Downgraded to Baa3 (sf); previously on
Dec 16, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

GBP115.76M Class A2 Notes, Downgraded to Caa1 (sf); previously on
Dec 16, 2010 Ba3 (sf) Placed Under Review for Possible Downgrade

GBP54.39M Class B Notes, Downgraded to Caa3 (sf); previously on
Dec 16, 2010 B3 (sf) Placed Under Review for Possible Downgrade

GBP52.79M Class C Notes, Confirmed at Ca (sf); previously on Dec
16, 2010 Ca (sf) Placed Under Review for Possible Downgrade

GBP53.19M Class D Notes, Affirmed at C (sf); previously on Jun
16, 2009 Downgraded to C (sf)


TRAVELPORT LLC: S&P Lowers Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard and Poor's Rating Services said that it lowered to 'SD'
(selective default) from 'CC' its long-term corporate credit
ratings on U.S.-based travel services provider Travelport
Holdings Ltd. and indirect primary operating subsidiary
Travelport LLC (together, Travelport).

At the same time, S&P lowered to 'D' (default) from 'C' its issue
rating on the group's payment-in-kind (PIK) notes.  The recovery
rating on this debt instrument is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery prospects in
the event of a payment default.

In addition, S&P affirmed all its issue ratings on the debt
facilities borrowed by Travelport. In particular:

   -- S&P affirmed its issue rating on the first-lien senior
      secured debt facilities at 'CCC'.  The recovery rating on
      the first-lien facilities is unchanged at '1', indicating
      S&P's expectation of very high (90%-100%) recovery
      prospects in the event of a payment default.

   -- S&P affirmed its issue rating on the senior unsecured notes
      at 'C'.  The recovery rating on these notes is unchanged at
      '5', indicating S&P's expectation of modest (10%-30%)
      recovery prospects in the event of a payment default.

   -- S&P affirmed its issue rating on the 1.5-lien and second-
      lien facilities and the subordinated notes at 'C'.  The
      recovery ratings on these debt instruments are unchanged at
      '6', indicating its expectation of negligible (0%-10%)
      recovery prospects in the event of a payment default.

The downgrades follow Travelport's announcement that it has
completed its comprehensive capital refinancing and restructuring
plan.  S&P understands that the group has exchanged its holdco
PIK notes for senior subordinated notes and equity; extended the
tenor of its senior unsecured notes due 2014 to 2016; issued new
secured loans of about US$860 million; and exchanged its second-
lien notes for new second-lien loans.  According to S&P's
criteria, it views the exchange of the PIK notes as distressed
and tantamount to a default.

As part of the restructuring, Travelport exchanged US$25 million
of the principal of the tranche A PIK notes for senior
subordinated notes for a consent fee of 50 basis points.  It has
also exchanged the remaining tranche A and tranche B PIK notes of
about US$478 million for equity.  In S&P's opinion, this has
resulted in loanholders accepting less than they were originally
promised.  S&P believes that loanholders have accepted the offer
because of the perceived risk that Travelport may not have
fulfilled its original obligations.  In S&P's view, the offer is
distressed rather than opportunistic because there was a real
possibility of a conventional default over the short term (S&P
believes there was a risk that the group could have failed to
refinance the US$752 million 2014 debt maturities).

All S&P's recovery ratings on Travelport's debt facilities are
unchanged.  S&P will revise its recovery analysis once it has
reviewed the final documentation.

S&P expects to reassess its corporate credit rating and liquidity
outlook on Travelport shortly.


UBS CAPITAL: Fitch Hikes Preferred Securities Rating From 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed UBS AG's (UBS) Long-term Issuer
Default Rating (IDR) at 'A', Short-term IDR at 'F1' Support
Rating at '1' and Support Rating Floor (SRF) at 'A'. At the same
time, Fitch has also upgraded UBS's Viability Rating (VR) to 'a'
from 'a-' and removed it from Rating Watch Positive (RWP).

Rating Action Rationale

The upgrade of UBS's VR follows Fitch's assessment of the bank's
strategic decision, announced in late 2012, to significantly
downsize its investment banking (IB) activities which in the
medium-term management expects to consume around 35% of UBS's
equity attributed to business divisions (from around 65% at end-
September 2012).

In Fitch's view, exiting its still large non-core and legacy
positions exposes UBS to significant execution risk, but UBS has
the relevant track record, governance and risk control framework
to run down these sizeable portfolios. In addition, Fitch expects
UBS's remaining businesses, Global Wealth Management (WM), Wealth
Management Americas (WMA), Retail and Corporate banking (R&C) and
Global Asset Management (GAM) to generate stable profitability
that is more than sufficient to absorb restructuring-related
charges.

The restructuring means that UBS's risk profile and profitability
will be increasingly dominated by its lower-risk WM and R&C
activities which should reduce the potential for outsized one-off
losses and add stability and predictability to UBS's financial
performance.

UBS's Support Rating of '1' and SRF of 'A' are underpinned by
Fitch's view that the probability of support from the Swiss
authorities for UBS, if required, remains extremely likely due to
the bank's systemic importance for the Swiss financial sector and
the Swiss economy as a whole. While the restructuring will lead
to a sharply reduced balance sheet, UBS's domestic business
remains largely unaffected and UBS remains Switzerland's largest
bank by most measures.

Following the upgrade, UBS's VR is now at the same level as its
SRF and the bank's IDRs are now equally driven by the bank's
intrinsic strength (i.e. the VR) and sovereign support
considerations (i.e. the SRF). As a result, based on UBS's
current VR, any changes in Fitch's assumptions regarding the
availability of sovereign support, leading to a lower SRF, would
not have any impact on UBS's IDRs.

In late 2012, UBS decided to exit IB businesses that it no longer
considers strategic. Around CHF90bn of largely fixed-income-
related Basel III risk-weighted assets (RWA) have been
transferred to the corporate centre as a non-core portfolio.
Fitch expects UBS to make solid progress on its plan to reduce
RWA in this portfolio by half by end-2015 and to 25% of the
original amount by end-2016. UBS's remaining IB will largely
focus on its already solid franchises in advisory and capital
markets, research, equities, FX and precious metals and will
operate with Basel III RWA of less than CHF70bn.

KEY RATING DRIVERS AND SENSITIVITIES - VR and IDRs

Following the upgrade, upside potential for UBS's VR is limited
in the short- to medium-term.

As well as benefiting from the announced risk reduction in its
IB, UBS's VR and IDRs are primarily underpinned by the bank's
solid capitalization and improving balance sheet leverage, fully
recovered leading WM franchise and dominant position in the well-
performing Swiss market.

UBS has a 13% Basel III common equity Tier 1 ratio target and its
end-2012 "fully-loaded" CET1 ratio of 9.8% compares well with
peers. Loss-absorption capacity further benefits from the gradual
build-up of a low-trigger contingent capital buffer of up to
4.5%. UBS's un-weighted capital leverage, while still relatively
high, will improve as it significantly cuts its funded balance
sheet to about CHF600 billion by end-2015 (CHF841 billion at end-
2012).

For 2012, UBS reported a pre-tax loss of CHF1,174 million which
was however distorted by several non-operating or non-recurring
items including a CHF3,030 million goodwill impairment charge
booked in Q312 (relating to the IB restructuring), CHF2,549
million litigation and regulatory provisions (largely relating to
the Q412 Libor settlement and US mortgage asset-related
litigation), a CHF2,202 million own credit loss and CHF371
million net restructuring charges.

Adjusting for these items, UBS's performance remained resilient
in its non-IB businesses with a solid performance in WMA, R&C and
to a lesser extent GAM compensating for earnings pressure in its
core WM division. Its IB, stripping out the identified non-core
activities, reported a small pre-tax profit of CHF260 million
with around 60% of revenue coming from its institutional equities
and fixed-income trading and execution businesses (Investor
Client Services) and the remainder from its advisory and
corporate/banks execution division (Corporate Client Solutions).
Revenue related to non-core activities (now reported in the
corporate centre) accounted for CHF1.1 billion or around 14% of
total IB revenue in 2012.

Fitch expects UBS's non-IB divisions to perform adequately in
2013. The gross assets under management (AuM) margin in WM is
likely to remain under pressure due to low interest rates,
subdued client risk appetite and a cash bias in client accounts,
but cost measures initiated since 2011 should support the bank's
net AuM margin and UBS is, in Fitch's view, well positioned to
benefit from an improved market environment or higher average
interest rates.

Downward pressure on UBS's VR could arise from one-off charges
related to either the non-core run-off portfolio or legacy
litigation cases. UBS's VR is based on Fitch's assumption that
any losses related to the non-core and legacy portfolio or
litigation-related charges will be of a manageable size and
absorbable by UBS's non-IB earnings. However, should litigation
charges, for instance relating to US RMBS matters or the Swiss
wealth management retrocession case, be significantly larger than
currently expected by Fitch, then this could be negative for
UBS's VR. Management has indicated that it expects litigation and
regulatory provisions to remain elevated until at least end-2013.
Litigation reserves amounted to CHF1.4bn at end-2012 with CHF660
million earmarked for the US RMBS case.

UBS's decision to reduce its fixed income investment banking
activity substantially and focus on identified areas where it has
a strong, established franchise is key to the upgrade of its VR
to 'a'. Any reversal in this strategy is likely to result in a
downgrade.

KEY RATING DRIVERS AND SENSITIVITIES - Support Rating and SRF

UBS's Support Rating and SRF and senior debt ratings are
sensitive to a change in Fitch's assumptions around the
availability of sovereign support for the bank. An upgrade of
UBS's SRF is unlikely given Fitch's expectation of diminishing
sovereign support for large, globally operating banks.

Switzerland has made significant progress in implementing
specific legislation for the country's two largest banks (UBS and
Credit Suisse AG), which should ultimately facilitate pre-
insolvency bank resolution and will eventually lead to a
reduction in UBS's SRF. However, this is a gradual and lengthy
process and Fitch will take corresponding rating actions when and
if deemed appropriate.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other junior and hybrid capital issued by
UBS and its affiliates are all notched down from UBS's VR in
accordance with Fitch's assessment of each instrument's
respective non-performance and relative loss severity risk
profiles, which vary considerably. Their ratings have been
upgraded by one notch following the VR upgrade and are primarily
sensitive to any change in UBS's VR.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS AND
SENSITIVITIES

London-based UBS Limited is a wholly owned subsidiary of UBS
whose issuer and debt ratings are aligned with UBS's because
Fitch views UBS Limited as core to UBS. UBS Limited's contractual
counterparties are irrevocably and unconditionally guaranteed by
UBS AG.

UBS Bank USA (UBSB) is a direct subsidiary of UBS Americas Inc.,
which in turn is wholly owned by UBS. Fitch views UBSB as core to
UBS's overall operations; thus its Short-term IDR is equalised
with the ultimate parent. Further, while there is no financial
support agreement or guarantee from UBS, the '1' Support Rating
reflects the extremely high probability that UBS would provide
support to UBSB should the need arise. UBS Limited's ratings and
UBSB's ratings are sensitive to the same factors that might drive
a change in UBS's IDR.

The rating actions are:

UBS AG

Long-term IDR: affirmed at 'A'; Outlook Stable
Short Term IDR: affirmed at 'F1'
Viability Rating: upgraded to 'a' from 'a-'; removed from Rating
  Watch Positive (RWP)
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Senior unsecured debt: affirmed at 'A'/'F1'
Senior unsecured market linked securities: affirmed at 'Aemr'
Subordinated debt: upgraded to 'A-' from 'BBB+'; removed from
  RWP
Tier 2 subordinated notes (low-trigger loss-absorbing buffer
  capital notes): upgraded to 'BBB+' from 'BBB'; removed from RWP
Commercial paper: affirmed at 'A'/'F1'

UBS Limited

Long-term IDR: affirmed at 'A'; Outlook Stable
Short-term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'

UBS Bank USA

Short term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'

UBS Preferred Funding Trust V Preferred Securities:
upgraded to 'BBB-' from 'BB+'; removed from RWP

UBS Preferred Funding (Jersey Ltd) Preferred Securities:
upgraded to 'BBB-' from 'BB+'; removed from RWP

UBS Capital Securities (Jersey Ltd) Preferred Securities:
upgraded to 'BBB-' from 'BB+'; removed from RWP



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


* EUROPE: German Rescue Fund Concerns Won't Delay Banking Union
---------------------------------------------------------------
Alexander Weber at Bloomberg News reports that Austria's
financial watchdog said German Finance Minister Wolfgang
Schaeuble's concerns about the legal basis for a common European
authority and fund for bank failures won't delay the creation of
the system.

Helmut Ettl, co-chairman of the Finanzmarktaufsicht regulator, or
FMA, told journalists in Vienna late on Wednesday that the
schedule for introducing all elements of a planned
European Union banking union hasn't changed, Bloomberg relates.

According to Bloomberg, the European Central Bank and
Michel Barnier, the EU's financial services chief, have called
for a European Resolution Authority to intervene at crisis-hit
banks, saying the step is essential to untangle the fates of
lenders and sovereigns.  Mr. Barnier, as cited by Bloomberg, said
he will present draft legislation in June.

Mr. Schaeuble told his EU counterparts at a meeting in Dublin
last week that setting up a central authority to deal with
failing banks requires treaty changes, Bloomberg recounts.  The
German minister has also argued that revising the bloc's rules
would benefit the ECB's bank supervision arm by ensuring
independence from monetary policy, Bloomberg notes.

Austrian Finance Minister Maria Fekter has backed Mr. Schaeuble's
view, saying that a "firewall" between monetary policy and
banking supervision at the ECB isn't strong enough, Bloomberg
relates.  "The ECB is not a supervisory body, according to EU
treaties.  The ECB is a monetary institute," Bloomberg quotes Ms.
Fekter as saying.


* Weakening Documentation Poses Risks for European Bond Investors
-----------------------------------------------------------------
Weakening documentation in both bonds and loans in the European
high-yield market presents additional risks to investors, which
will be unearthed over time, says Moody's in the April edition of
its "High Yield Interest -- European Edition" publication.

"While attention in the current highly borrower-friendly European
leveraged market is mostly on reduced pricing, market conditions
are also resulting in weaker documentation, which may be less
visible and the ultimate consequences of which are much harder to
measure," says Chetan Modi, head of Moody's European leveraged
finance team.

The April edition also discusses the fact that fallen angels are
representing an increasing part of the EMEA speculative-grade
universe, with some investors concerned about the implications
for the high-yield market.


* European CDS Spreads Stable Despite Cypriot Bank Insolvency
-------------------------------------------------------------
Western European CDS spreads have experienced a relatively stable
quarter, despite receiving news that Cypriot banks -- after
taking a hit on their investment in Greek bonds -- were
insolvent, according to S&P Capital IQ's latest quarterly Global
Sovereign Debt Credit Risk Report.

A last minute bail out of Cyprus prevented a default as upfront
prices fluctuated 7pts towards the end of the quarter.  However,
default risks remain high at 70% over five years, according to
the report.  Meanwhile in the UK, spreads widened to 55bps after
the much anticipated credit rating downgrade, but finished the
quarter strongly at 45bps, as a mix of austerity measures and
bond purchasing continue.

Elsewhere, US CDS spreads remain unchanged on the quarter while
the market continues to assess the impact of when the US ceases
the $85bn monthly bond repurchase program.

Top 10 Most Risky Sovereign Credits

        Source: S&P Capital IQ CDS

                           5-YR. CPD   5-YR CDS MID   PREVIOUS
POSITION Q1 COUNTRY           (%)         (BPS)       RANKING
  1         Argentina        84.5%        4088       1-No change
  2         Cyprus           70.0%        1408       2-No change
  3         Pakistan         49.9%         933       3-No change
  4         Venezuela        41.3%         740       4-No change
  5         Egypt            39.1%         690       7-Down 2
  6         Ukraine          34.8%         594       5-Up 1
  7         Portugal         31.2%         409       6-Up 1
  8         Iraq             28.9%         479       8-No change
  9         Lebanon          26.3%         418       9-No change
10         Tunisia (Proxy)  24.8%         393       New entry

"The cost of debt protection remained relatively stable in the
top 10 least risky sovereign credits, with Germany moving 5bps
tighter and CDS spreads in New Zealand coming into line with
Australia," says Jav Bose, Head of Derivative Valuations at S&P
Capital IQ.

The first quarter of 2013 was relatively stable if the handful of
outliers -- namely Argentina, Egypt, Slovenia, Hungary and
Cyprus, are excluded.  CDS spreads in Ireland tightened a further
14%, closing at 189bps, with Iceland tightening 11.3%, closing at
166bps and Abu Dhabi leading the charge and tightening a further
17.3% closing 70bps.

Top 10 Least Risky Sovereign Credits

        Source: S&P Capital IQ CDS

                           5-YR. CPD   5-YR CDS MID  PREVIOUS
POSITION Q1 COUNTRY           (%)         (BPS)      RANKING

  1         Norway           1.9%         21         2-Up 1
  2         Sweden           2.0%         23         1-Down 1
  3         Finland          2.9%         33         3-No change
  4         Denmark          3.1%         34         4-No change
  5         USA              3.3%         37         5-No change
  6         Germany          3.3%         37         6-No change
  7         Switzerland      3.6%         40         8-Up 1
  8         Australia        3.7%         43         New entry
  9         New Zealand      3.8%         44         New entry
10         Austria          3.9%         44         9-Down 1

Emerging Europe ended the quarter 16% wider overall, the worst
performing region of the quarter, as concerns on the health of
Slovenia's banks see the cost of protection surge 58%.  Hungary
and Croatia widened more gradually, accelerating towards the end
of the quarter following news of the problems of Slovenia's
banks, ending +41% and +33% respectively.

"Globally, focus in Q2 2013 will be on protection levels in
Eastern European countries and the potential impact on the
Eurozone, and Argentina where default probability surged this
quarter," says Jav Bose.  "Venezuela is another country capturing
the headlines, as its leadership under Chavez finally came to an
end this quarter.  However, the cost of protection still remains
wide, closing the quarter at 740bps, 15% wider on the quarter.

"Perhaps a little surprisingly, Brazil also widens to 137bps, as
it braces itself for both the World Cup and the Olympics in the
next four years."

About S&P Capital IQ's Global Sovereign Debt Credit Risk Report

The Global Sovereign Debt Credit Risk report focuses on changes
in the risk profile of sovereign debt issuers, with the intention
of identifying key trends and drivers of change.  The report uses
data from S&P Capital IQ CDS to determine Q1 2013 rankings and
commentary for:

-- The world's top ten most risky sovereign debt

-- The world's top ten least risky sovereign debt

-- The largest percentage tighteners

-- The largest percentage wideners

-- Regional comparisons.

                      About S&P Capital IQ

S&P Capital IQ, a business line of The McGraw-Hill Companies, is
a provider of multi-asset class and real time data, research and
analytics to institutional investors, investment and commercial
banks, investment advisors and wealth managers, corporations and
universities around the world.  The company provides a broad
suite of capabilities designed to help track performance,
generate alpha, and identify new trading and investment ideas,
and perform risk analysis and mitigation strategies.  Through
leading desktop solutions such as the S&P Capital IQ, Global
Credit Portal and MarketScope Advisor desktops; enterprise
solutions such as S&P Capital IQ Valuations, and Compustat; and
research offerings, including Leveraged Commentary & Data, Global
Markets Intelligence, and company and funds research, S&P Capital
IQ sharpens financial intelligence into the wisdom today's
investors need.


* BOOK REVIEW: George Eastman: Founder of Kodak
-----------------------------------------------
Author: Carl W. Ackerman
Publisher: Beard Books
Softcover: 522 Pages
List Price: US$34.95
Review by Gail Owens Hoelscher

George Eastman was a Bill Gates of his time.  This biography of
Eastman (1854-1932) provides a fascinating look at the
inventions, management style, interests, causes, and
philanthropies of one of America's finest scientistentrepreneurs.
Eastman's inventions transformed photography into
a relatively inexpensive and enormously popular leisure
activity.  His company, Eastman Kodak, was one of the first U.S.
firms to mass-produce a standardized product.  Along with Thomas
Edison, he ushered in the age of cinematography.

Eastman was born in Waterville, New York.  At the age of 23,
while working as a bank clerk, Eastman bought a camera and set
in motion a revolution in photography.  At the time,
photographers themselves mixed chemicals to make light-sensitive
emulsions and covered glass plates (called "wet plates") with
the emulsions, taking photographs before the emulsions dried.  It
was an awkward, messy and time-sensitive undertaking.  Eastman
274 developed a process using dry plates and in 1884 patented a
machine to produce coated dry plates.  He began selling
photographic plates made using his machines, as well as leasing
his patent to foreign manufacturers.

With the goal of reducing the size and weight of photographic
equipment, Eastman then began investigating possibilities for a
flexible firm.  He and William E. Walker developed the first such
film, cut in narrow strips and wound on a roller device patented
by Eastman.  The Eastman Dry Plate and Film Co. began producing
the film commercially in 1885.  In 1888, Eastman patented the
hand-held Kodak camera, designed specifically for roll film and
initially priced at $25. (He made up the word "Kodak" using the
first letter of his mother's maiden name, Kilbourne.)
In 1889, Eastman began working with Thomas Edison, inventor of
the motion picture camera.  Edison's increasingly sophisticated
models required a stronger, more flexible transparent film,
which Eastman was able to deliver.  He founded Eastman Kodak Co.,
in 1892 and began mass-producing a range of photographic
equipment.

Eastman was an astute businessman.  He dealt shrewdly with
competitors and sometimes fell out with former collaborators.
Indeed, some of them filed and won patent infringement lawsuits
against him.  He was tireless in his inventing and
entrepreneurial endeavors.  In the early days, he often slept in
a hammock at the factory and cooked his own food there.  His
mother regularly showed up and insisted that he go home for a
good meal and full night's sleep! Eastman demanded much of his
employees, but no more than de demanded of himself.  "An
organization," he said, "cannot be sound unless its spirit is.
That is the lesson the man on top must learn.  He must be a man
of vision and progress who can understand that one can muddle
along on a basis in which the human factor takes no part, but
eventually there comes a fall."

This book draws on the contents of 100,000 letters to and from
Eastman's friends, family, investors, competitors, employees,
and fellow inventors, along with Eastman's records and notes on
his various inventions.  The result is a meticulously detailed
account of Eastman's myriad interests and hands-on management
style, as well as the evolution of photography and a major 20th
century corporation.


                            *********

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 * * *