TCREUR_Public/130425.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, April 25, 2013, Vol. 14, No. 81

                            Headlines



C Y P R U S

HELLENIC BANK: Fitch Lowers Issuer Default Ratings to 'RD'


D E N M A R K

FIH ERHVERSVSBANK: New SIFIs Requirements No Effect on Ratings


F R A N C E

SPRINGER SCIENCE: S&P Affirms 'B' Corp. Credit Rating


G E R M A N Y

COMMERZBANK AG: Moody's Cuts Trust Pref. Securities Rating to B1
DECO 9: S&P Cuts Ratings on Two Note Classes to 'CCC-'
DECO 10: S&P Downgrades Rating on Class D Notes to 'D'
EXODUS COMMS: Administrator Advised to Seek Chapter 15 in U.S.
KLOECKNER & CO: Low Profits Prompt Moody's to Cut CFR to 'B1'


G R E E C E

FREESEAS INC: Hanover Holdings Disclosed 9.8% Stake at April 17
FREESEAS INC: Court Approves Another Settlement with Hanover


I R E L A N D

WATERFORD CRYSTAL: ECJ Set to Decide on Workers' Pensions Today


L I T H U A N I A

UKIO BANKAS: Kaunas Court May Initiate Bankruptcy Proceedings


L U X E M B O U R G

INTELSAT SA: Now Known as "Intelsat Investments S.A"


N E T H E R L A N D S

DECO 14: Moody's Downgrades Rating on Class D Notes to 'Ca'
HOLLAND MORTGAGE XV: Moody's Reviews Ba2 Rating on Class E Notes
NORD GOLD: Moody's Assigns National Scale Rating
NORD GOLD: Fitch Assigns 'BB-(EXP)' Rating to Proposed Notes
REGENT'S PARK: S&P Affirms 'CCC+' Rating on Class E Notes


R O M A N I A

RAPID BUCHAREST: Players Strike Over Unpaid Wages


R U S S I A

VNESHPROMBANK: S&P Raises Ratings to 'B+'; Outlook Stable
* SAKHA: S&P Assigns 'BB+' Rating to RUB2.5-Bil. Senior Bond
* TVER OBLAST: S&P Affirms 'B+' Long-Term Issuer Credit Rating
* Moody's Highlights Risk of FAS's Restrictions to Russian RMBS


S P A I N

AHORRO CORP: Negative Pressure Cues Moody's to Cut Rating to 'B3'
BANCO DE SABADELL: S&P Affirms 'BB/B' Rating; Outlook Negative
BBVA LEASING: Moody's Affirms 'C' Rating on Class C Notes
SANTANDER EMPRESAS 2: Moody's Lifts Rating on Cl. E Notes to B1
* SPAIN: Fitch Says Corporates Unlikely to Issue Preferred Shares


S W E D E N

SELENA OIL: Creditor Suspends Bankruptcy Petition


S W I T Z E R L A N D

LUSCHER: Files for Bankruptcy; In Rescue Talks


U N I T E D   K I N G D O M

COUNTYROUTE PLC: S&P Lowers Rating on GBP88-Mil. Loan to 'B+'
DUNFERMLINE ATHLETIC: Face Sanctions for Administration
FAT CAT CAFE: In Administration, Cuts 10 Jobs
GE CAPITAL: Poor Performance Cues Moody's to Cut Rating to 'B2'
HARLEQUIN PROPERTY: Applies to Go Into Administration

ICETECH FREEZERS: In Liquidation; More Than 100 Jobs at Risk
NEMUS II: S&P Lowers Ratings on Two Note Classes to 'B-'
PENDRAGON PLC: S&P Assigns 'B+' Corp. Credit Rating
PENDRAGON PLC: Fitch Assigns 'B' LT Issuer Default Ratings
REID & TAYLOR: In Administration, Cuts 35 Jobs

RUSPETRO: S&P Withdraws Prelim. 'B-' Corporate Credit Rating
SCOTTISH COAL: Minister Sets Up Task Force to Tackle Job Losses
TRINITY ASSOCIATES: High Court Enters Liquidation Order
VANWALL FINANCE: S&P Withdraws 'B-' Rating on 2 Note Classes
WINDERMERE VIII: Fitch Cuts Rating on Class D Notes to 'Csf'


X X X X X X X X

* Moody's Sees Return to Growth of Global Pharma Sector in 2013
* Upcoming Meetings, Conferences and Seminars


                            *********


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C Y P R U S
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HELLENIC BANK: Fitch Lowers Issuer Default Ratings to 'RD'
----------------------------------------------------------
Fitch Ratings has downgraded Cyprus-based Hellenic Bank (HB)'s
Long- and Short-Term Issuer Default Ratings (IDRs) to 'Restricted
Default' (RD) from 'B' and removed them from Rating Watch
Negative (RWN) on prolongation of capital controls, which include
deposit withdrawal restrictions set by Cypriot banking regulator.

While capital controls were intended to be temporary, restoring
confidence in the Cypriot banking system is taking longer than
initially anticipated by Fitch. The agency notes that
restrictions have been softened since they were first introduced
on March 27, 2013, but still prevail for Cypriot banks, limiting
customers' ability to withdraw their deposits. While the measures
have been taken to stabilize the deposit outflow from Cypriot
banks, restricted deposits subject to capital controls constitute
a material part of the bank's obligations and Fitch views this as
RD.

Key Rating Drivers

The downgrade of the Long-term IDR to 'RD' from 'B' reflects the
prolongation of capital controls in Cyprus, which significantly
limits the bank's ability to service/repay its depositors in full
and on a timely basis (depositors constituted 88% of the bank's
balance sheet at end-Q312). According to Fitch's rating
definitions, 'RD' ratings indicate an issuer that in our view has
experienced an uncured payment default of a bond, loan or other
material obligation but has not entered into liquidation or
ceased operating, as is the case for HB.

The Support Rating Floor (SRF) has been revised to 'NF' from 'B'
and the Support Rating (SR) downgraded to '5' from '4', and both
removed from RWN, reflecting Cypriot authorities' constraints due
to the capital controls to provide full support to HB's
depositors.

Fitch has also downgraded the bank's Viability Rating (VR) to 'f'
from 'cc' and removed it from Rating Watch Evolving (RWE) to
reflect the agency's view that that the bank has failed, i.e.
that it would have defaulted had it not benefited from capital
control measures, which have prevented a significant risk of
deposit outflows.

Rating Sensitivities

Fitch will review HB's ratings once deposit restrictions are
fully lifted for the bank. In the absence of Cypriot authorities'
ability and propensity to support the Cypriot banks, as evidenced
by the imposition of losses on senior creditors on the two
largest Cypriot banks, HB's IDRs are likely to be driven by its
VR. The latter is sensitive to the bank's recapitalization, as
well as the evolution of its asset quality, and funding and
liquidity after the uplift of capital controls.

The rating actions are:

Hellenic Bank:

-- Long-term IDR downgraded to 'RD' from 'B'; removed from RWN
-- Short-term IDR downgraded to 'RD' from 'B'; removed from RWN
-- Viability Rating downgraded to 'f' from 'cc'; removed from
RWE
-- Support Rating downgraded to '5' from '4'; removed from RWN
-- Support Rating Floor revised to 'NF' from 'B'; removed
    from RWN



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D E N M A R K
=============


FIH ERHVERSVSBANK: New SIFIs Requirements No Effect on Ratings
--------------------------------------------------------------
The ratings of Danish banks are unlikely to be affected by the
recommendations of the Committee on Systemically Important
Financial Institutions (SIFIs), says Moody's Investors Service in
a Special Comment entitled "Danish banks: SIFI rules will
strengthen minimum capital and liquidity requirements, but have a
limited impact on standalone credit quality."
Most banks have already strengthened their capital and liquidity
and Moody's assessment of the Danish support environment remains
unchanged.

On March 14, 2013, the Committee on Systemically Important
Financial Institutions (SIFIs) in Denmark reported its
recommendations to the government, including (1) size and
sustainability criteria to determine SIFIs; (2) specific capital
and liquidity requirements for SIFIs; (3) crisis management tools
to be used for SIFIs if requirements are breached; and (4)
increased use of fit and proper requirements for key staff and
strengthened regular supervision of the SIFIs.

Moody's believes that the increased bank capital requirements
recommended by the report are credit positive for senior
creditors of institutions designated as SIFIs, since it 'locks
in' higher levels of capital. Similarly, the rating agency views
the accelerated introduction of the liquidity coverage ratio
(LCR) to 2015 from 2018 as credit positive.

However, Moody's notes that because many Danish institutions had
already improved their capital and coverage ratios in recent
years, a significant change in institutions' underlying capital,
liquidity profiles or reported LCRs is unlikely. As such, the
impact of the recommendations on SIFIs' standalone credit
profiles will be limited.

Moreover, the report's proposals do not affect Moody's
assumptions regarding the Danish government's likely willingness
and ability to impose losses on bank creditors in a crisis
situation, which has led to the support uplift for the largest
Danish institutions being limited to one notch since 2011.

This report provides an overview of the committee's
recommendations regarding the classification of SIFIs, their
capital and liquidity requirements and the three phases of
intervention in the case of a crisis scenario.

Non-Prime ratings on the affected issuers include:

Danske Bank A/S:

Junior Subordinate (Foreign); Ba1
Pref. Stock (Foreign); Ba2

FIH Erhvervsbank A/S:

LT Bank Deposits (Foreign); B1
LT Bank Deposits (Domestic); B1
Senior Unsecured (Foreign); B1
Senior Unsecured MTN (Foreign); (P)B1
Junior Subordinate MTN (Foreign); (P)Caa1

Jyske Bank A/S:

Junior Subordinate (Foreign); Ba1
Junior Subordinate MTN (Foreign); (P)Ba1
Pref. Stock (Foreign); Ba2



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


SPRINGER SCIENCE: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook to
positive from stable on professional publisher Springer
Science+Business Media S.A. (Springer).  At the same time, S&P
affirmed its 'B' long-term corporate credit rating on the group.

S&P also affirmed its 'B+' issue rating on Springer's senior
secured debt, one notch above the corporate credit rating.  The
'2' recovery rating on this debt remains unchanged, reflecting
S&P's expectation of substantial (70 percent - 90 percent)
recovery in the event of a payment default.  S&P affirmed its
'CCC+' issue rating on the group's EUR547 million mezzanine debt,
two notches below the corporate credit rating.  The '6' recovery
rating on this debt remains unchanged, reflecting S&P's
expectation of negligible (0-10 percent) recovery in the event of
a payment default.

Springer has delivered solid operating performance over the past
two years, resulting in significantly improved credit metrics in
2012.  The group's credit metrics could be in line with a higher
rating next year if its shareholders don't go ahead with the
currently contemplated sale of the group, or the sale, if
completed, doesn't result in substantial releveraging.  S&P
expects a decision on the sale in the next few months.

Springer's adjusted ratio of gross debt to EBITDA decreased to
6.2x in 2012, from 6.6x at year-end 2011 and 7.2x in 2010, thanks
to steady EBITDA growth and sound free cash flow generation.  The
group has applied some free cash to debt reduction through a cash
sweep mechanism.  Similarly, adjusted cash interest cover by
EBITDA (which excludes accruing interest on the group's mezzanine
debt in the form of payment-in-kind {PIK} notes) improved to 2.4x
in 2012 from 2.2x in 2011.

S&P forecasts that Springer's revenue growth will be in the low-
to-mid-single digits in 2013 on sound performance at the group's
scientific, medical, and technical (STM) business thanks to high
and steady renewal rates.  The STM unit accounts for about 84
percent of group revenues and an even higher percentage of total
EBITDA.  S&P believes other growth drivers will include the
group's ability to continue increasing its revenue on key
portfolio titles and its broad product offering, which should
sustain use of journals and electronic books.

Furthermore, S&P believes growth in emerging markets should
significantly outpace growth in the mature U.S. and Western
European markets.  S&P also thinks Springer's leading positions
in open-access STM publications, although still accounting for
only a fraction of the overall STM market, should contribute to
revenue growth.  S&P anticipates that Springer's professional
publishing division will somewhat recover in 2013, partly due to
some asset sales and closures of unprofitable and noncore titles,
although S&P expects growth to remain well below that of the STM
business.

S&P also continue to believe that continued improvements in the
group's book segment and new revenue streams should more than
offset pricing pressure from STM customers.  S&P anticipates that
Springer's EBITDA margin under International Financial Reporting
Standards (IFRS) will likely contract to about 33 percent in
2013, mainly because of cost restructuring initiatives in the
professional publishing business.

The positive outlook reflects S&P's view that Springer's credit
metrics, under its base case, could be in line with a 'B+' rating
over the next 12 months absent any significantly releveraging by
the group.

S&P could upgrade Springer if it achieved adjusted cash interest
coverage of 2.5x, excluding PIK interest, or about 2.3x including
PIK interest, and continued generating positive free cash flow.
An upgrade would also be based on S&P's improved visibility on
the group's long-term shareholder remuneration policy and capital
structure.

S&P could revise the outlook to stable if the group failed to
achieve credit metrics that S&P would see as commensurate with a
'B+' rating over the next 12 months, either owing to weaker-than-
expected operating performance or significant releveraging.  A
substantial weakening of liquidity, or negative free cash flow
generation could also weigh negatively on the ratings.  S&P
considers a ratio of adjusted EBITDA interest coverage of over
1.6x -- equivalent to 2.0x excluding the mezzanine debt's PIK
interest -- to be commensurate with the current rating.



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


COMMERZBANK AG: Moody's Cuts Trust Pref. Securities Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded by one notch the long-term
senior debt and deposit ratings of Commerzbank AG (Commerzbank)
to Baa1 from A3 negative, and those of Commerzbank International
S.A. (CISAL) to Baa2 from Baa1 negative.

The short-term ratings of both banks were affirmed at Prime-2.
The long and short-term debt ratings for Hypothekenbank Frankfurt
AG (HF) were downgraded to Baa3/P-3 from Baa2/P-2 negative. The
outlook on all of these ratings is now stable.

The one-notch downgrades of the long-term debt ratings for all
three banks and, in HF's case, of the short-term debt rating to
P-3, were prompted by the one-notch lowering of Commerzbank's
baseline credit assessment (BCA) to ba1 from baa3 -- which is
equivalent to a D+ bank financial strength rating (BFSR) -- and
HF's standalone BCA to caa2 from caa1, equivalent to an E BFSR.
As CISAL's standalone BCA is maintained at a level of no more
than two rating notches above Commerzbank's BCA, its BCA was
lowered to baa2 from baa1, which is equivalent to a C- BFSR.

A combination of bank-specific and external factors drove Moody's
to lower Commerzbank's BCA, including (1) persistent franchise
pressures in the context of both the cost of legacy portfolios
and weaknesses in core banking activities; and (2) sustained weak
intrinsic earnings power, as indicated by weak fiscal 2012
results, particularly in some of its core banking franchises, due
to inefficient cost structures and the challenging German retail
banking environment. Although Commerzbank's overall
capitalization provides a buffer against losses in a mildly
adverse scenario, Moody's believes that longer-term franchise and
earnings weaknesses materially expose Commerzbank to asset
vulnerabilities and tail risk in a situation of renewed setbacks
in the euro area debt crisis. In the rating agency's view, the
challenges Commerzbank is facing are more consistent with a ba1
BCA.

Moody's also downgraded Commerzbank's senior subordinated debt
ratings to Ba2 from Ba1, and changed the outlook to stable. These
ratings continue to be rated one notch below the bank's adjusted
BCA of ba1.

HF's senior subordinated debt was downgraded to B1 from Ba3 and
its outlook changed to stable. These ratings continue to be
positioned two notches below the bank's adjusted BCA of ba2,
which incorporates parental but not government support.

Furthermore, the rating agency took several actions on the
group's hybrid capital instruments, thereby affirming or
upgrading some hybrids issued by Commerzbank group entities that
maintained or resumed full performance, and downgrading the
hybrid instruments issued by HF and its special purpose vehicles
reflecting Moody's assessment that the performance of these
instruments is largely impaired during the wind-down process of
HF.

Ratings Rationale:

- Commerzbank: Lowering of Standalone BCA

Moody's lowered Commerzbank's standalone BCA to reflect several
bank-specific factors, in particular franchise pressures and the
bank's operational weakness, which materially constrains its
internal capital generation capacity. Challenging market
conditions in the German retail banking market, in particular
persistently low interest rates, are exacerbating the revenue
pressures exerted by the ongoing downsizing exercise and
highlighting the group's unfavorable cost structures that have
led to poor results in the group's Private Clients segment,
despite its material scale.

Whilst the rating agency acknowledges steps taken towards
addressing this weakness, it expects that Commerzbank's
profitability will be constrained for the next few years given
the EUR2.0 billion investments and additional EUR0.5 billion
restructuring costs that will be spent during 2013-14 and the
time required until visible operational benefits can be achieved
from the restructuring. Moody's expects that the restructuring,
combined with the continued losses incurred by Commerzbank's non-
core assets (NCA) segment will cause some quarterly losses. A
large impairment of deferred tax assets in the fourth quarter of
2012 was a reflection of a downward correction in Commerzbank's
medium-term profit forecasts.

Moreover, the group's depressed intrinsic earnings power
represents a low buffer against the intermittently large credit
and valuation losses and the negative one-off effects that
Moody's expects will recur for some time in the context of the
group's major business overhaul, multi-year downsizing, and
withdrawal from various international markets, in addition to the
risk posed by the euro area debt crisis. Commerzbank, which holds
large exposures to the more pressured countries in Europe's
periphery is therefore more exposed than many of its peers to
suffer losses that, in a downside scenario, may materially exceed
its earnings and erode capital. In such an adverse scenario,
Moody's also expects that the commercial real estate and ship
finance portfolios, that together represent more than half of the
EUR151 billion NCA segment (which is subject to unwinding), will
likely require high levels of provisioning during 2013-14.
Commerzbank's shipping exposure in default grew by EUR1.5 billion
during 2012 to reach EUR4.5 billion, or 24% of the total ship
finance portfolio, and Moody's expects a similarly negative
momentum during 2013 and early 2014.

Commerzbank's solid progress in enhancing its capital structure
and regulatory capitalization is an important mitigating factor
to the risks. However, Moody's believes that this does not fully
offset the downside risk from Commerzbank's fundamental
restructuring and higher-risk assets, which is better reflected
by the ba1 standalone BCA.

- Commerzbank: Downgrade of Debt Ratings

The downgrade of Commerzbank's long-term debt and deposit ratings
to Baa1 reflects the one-notch lowering of its standalone credit
assessment. The rating agency says that its assumptions for
systemic support are unchanged and therefore continue to provide
the long-term ratings with three notches of uplift from the BCA.

- HF: Lowering of Standalone BCA

The lowering of HF's BCA to caa2 reflects the constraints
stemming from its sizeable and concentrated exposures to
commercial real estate (CRE), its large holdings of higher-risk
public sector assets and the persistent loss generation of these
portfolios. In the context of increasing downside risk
represented by HF's large holdings of Italian and Spanish public
sector and CRE assets, Moody's says that despite improved capital
levels, the bank's fragility and dependence on parental
assistance is better reflected by the caa2 BCA. In the context of
pressured sovereign credit profiles and the recent setbacks in
the efforts of European leaders to resolve the euro area debt
crisis, these constraints represent a major burden for HF and the
whole group.

- HF: Downgrade of Debt Ratings

Through the existing profit and loss transfer agreement -- and as
the principal provider of senior unsecured debt -- Commerzbank
bears a very high degree of responsibility for HF's obligations,
which strongly mitigates HF's downside risk. This benefit is not
reflected in HF's standalone BCA, but in six out of the total
eight notches of ratings uplift that Moody's continues to factor
into HF's Baa3/P-3 deposit ratings. The rating also benefits from
two notches of systemic support which recognizes the bank's size
and continued (albeit decreasing) systemic importance as one of
Germany's largest issuers of covered bonds (Pfandbriefe). Moody's
says that its assumptions for parental and systemic support
remain unchanged.

- CISAL: Lowering of Standalone BCA

The lowering of CISAL's BCA to baa2 reflects that, in the absence
of any ring-fencing of the Luxembourg entity, and given CISAL's
upstream lending exposure to the parent bank, CISAL's BCA remains
capped two notches above the BCA of its parent bank.

- CISAL: Downgrade of Debt Ratings

As Commerzbank's ba1 BCA reflects a lower level of financial
strength relative to CISAL's, its Baa2 debt and deposit ratings
principally reflect the bank's baa2 BCA and do not benefit from
any rating uplift, even though Moody's assumes that support from
Commerzbank would be available in case of need, which is
underpinned by a Letter of Comfort. Moody's does not expect that
foreign-owned banks such as CISAL would benefit from systemic
support from Luxemburg authorities. Overall support assumptions
therefore do not provide rating uplift for CISAL's long-term debt
and deposit ratings.

Rationale for Stable Outlook

The stable outlook on Commerzbank's and its subsidiaries'
standalone BFSRs reflects that, at the lower levels, the ratings
already include Moody's expectations of Commerzbank (1)
allocating major resources to its restructuring of core
businesses; (2) posting depressed results for an extended period;
and/or (3) suffering set-backs in its gradual progress in
derisking the balance sheet (as reflected in risk-weighted
assets) and improving capital ratios.

The stable outlooks on the banks' long-term debt ratings reflect
the stable outlooks on their standalone BFSRs and the fact that
the rating agency does not expect that Commerzbank will become
materially less systemically important over the next six to eight
quarters. It also factors in Moody's expectation that the German
government will maintain a material stake over this period.

Various Rating Actions on Subordinated Debt and Hybrids
(Commerzbank Group)

- Downgrade of Subordinated Debt Ratings

The downgrade and outlook change to Ba2/stable of Commerzbank's
senior subordinated debt ratings mirror the one-notch lowering
and stable outlook of Commerzbank's adjusted BCA. The downgrade
and outlook change also applies to the debt instrument issued by
Dresdner Funding Trust IV, as this displays the same risk profile
as Commerzbank's senior subordinated debt. These ratings continue
to be rated one notch below Commerzbank's adjusted BCA of ba1.

The downgrade and outlook change to B1/stable of HF's senior
subordinated debt ratings reflect the one-notch lowering and
stable outlook of HF's adjusted BCA. The same downgrade and
outlook change applies to its Tier III programme whose rating is
maintained at the same level as senior subordinated debt. These
ratings continue to be positioned two notches below the bank's
adjusted BCA of ba2, which incorporates parental but not
government support.

- Upgraded and Affirmed Hybrids

Due to these instruments becoming fully serviced in 2013 Moody's
has reverted to its 'standard' approach of notching the ratings
off Commerzbank's ba1 adjusted BCA for the following instruments:
(1) Trust Preferred Securities issued by Commerzbank Capital
Funding Trust I, II and III upgraded to B1 (hyb) from Caa1 (hyb),
positioned three notches below Commerzbank's adjusted BCA; (2)
Tier 1 Capital Securities issued by HT1 Funding GmbH affirmed at
Ba3 (hyb), positioned two notches below Commerzbank's adjusted
BCA; and (3) Dated Upper Tier 2 Capital Securities issued by UT2
Funding plc affirmed at B1 (hyb), three notches below
Commerzbank's adjusted BCA. These instruments were previously
underperforming for a period of four years until 2012 (for the
financial year 2011), during which time the hybrid ratings were
based on expected loss as is standard for non-performing hybrid
instruments.

The outlook on the hybrid ratings for these instruments is
stable, in line with the stable outlook on Commerzbank's BCA.

- Downgraded Hybrids

The Dated Silent Partnership Certificates issued by Dresdner
Funding Trust I have been performing throughout the last five
years and were therefore previously notched off Commerzbank's
adjusted BCA. Their downgrade to Ba3 (hyb) from Ba2 (hyb)
reflects the one-notch lowering of Commerzbank's adjusted BCA.
The outlook on this instrument is now stable.

HF's two Upper Tier 2 instruments (Genussscheine) were downgraded
to C (hyb), and its Trust Preferred Securities issued by Eurohypo
Capital Funding Trust I and II were downgraded to Ca (hyb). These
instruments have been reported to have suffered further principal
write downs in 2013 for 2012 (after substantial write downs in
previous years) and/or continued coupon losses. Coupon payments
are not expected for the next five years.

Whilst Moody's had previously assumed some potential for
recoveries for HF's cumulative Upper Tier 2 instruments which
have been written down by more than 70%, recoveries are no longer
expected until their respective maturities in 2013 and 2017.
These ratings do not carry outlooks.

What Could Change The Ratings Up/Down

A severe worsening of the euro area debt crisis could adversely
affect both HF's ratings and those of Commerzbank and its other
subsidiaries, in particular if Italy and Spain's credit profile
were to come under further pressure.

Positive ratings pressure on the ratings of Commerzbank and its
other European subsidiaries would be subject to a material
reduction of its non-core assets and/or a containment of the
risks posed by these assets. Visible results in Commerzbank's
restructuring and improving profitability would also be important
factors for rating upgrade considerations.

Full List of Affected Ratings:

Hybrid Securities

- Trust Preferred Securities issued by Commerzbank Capital
   Funding Trust I, II and III, upgraded to B1 (hyb) from Caa1
   (hyb);

- Tier 1 Capital Securities issued by HT1 Funding GmbH affirmed
   at Ba3 (hyb);

- Dated Upper Tier 2 Capital Securities issued by UT2 Funding
plc
   affirmed at B1 (hyb);

- Dated Silent Partnership Certificates issued by Dresdner
   Funding Trust I, downgraded to Ba3 (hyb) from Ba2 (hyb);

- Two Upper Tier 2 instruments (Genussscheine), downgraded to C
   (hyb) from B3 (hyb) and Caa3 (hyb), respectively.

- Trust Preferred Securities issued by Eurohypo Capital Funding
   Trust I and II, downgraded to Ca (hyb) from Caa2 (hyb);

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


DECO 9: S&P Cuts Ratings on Two Note Classes to 'CCC-'
------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in DECO 9 - Pan Europe 3 PLC.

Specifically, S&P has:

   -- Raised to 'AA+ (sf)' from 'AA (sf)' its rating on the class
      A1 notes;

   -- Lowered to 'BB+ (sf)' from 'A- (sf)' and removed from
      CreditWatch negative its rating on the class A2 notes;

   -- Lowered to 'B (sf)' from 'BBB- (sf)' and removed from
      CreditWatch negative its rating on the class B notes;

   -- Lowered to 'B- (sf)' from 'BB- (sf)' and removed from
      CreditWatch negative its rating on the class C notes;

   -- Lowered to 'B- (sf)' from 'B (sf)' its rating on the class
      D notes;

   -- Lowered to 'CCC- (sf)' from 'B- (sf)' its ratings on the
      class E and F notes; and

   -- Affirmed its 'CCC- (sf)' ratings on the class G, H, and J
      notes.

Deco 9 - Pan Europe 3 is a true sale commercial mortgage-backed
securities (CMBS) transaction, currently backed by three loans
secured on German commercial properties.

The rating actions follow S&P's review of the underlying loans by
applying its updated European CMBS criteria and its expectation
of imminent principal losses on the Treveria I loan.

On Dec. 6, 2012, S&P placed its ratings on the class A2, B, and C
notes on CreditWatch negative following an update to its criteria
for rating European CMBS transactions.

             TREVERIA I LOAN (45 PERCENT OF THE POOL)

The loan is currently secured on 50 German secondary retail
properties.  Its outstanding securitized balance is
EUR467.9 million, which includes EUR26,252,659 class B notes.
The senior loan is a syndicated loan, 50% of which is securitized
in this transaction and 50% in Europrop (EMC) S.A. (Compartment
1).

The loan was transferred to special servicing in July 2010 due to
the borrower's insolvency and matured in January 2011.

In January 2013, the servicer reported that of the 50 properties
left in the pool:

   -- Fourteen were notarized for cumulative gross sale proceeds
      of EUR66.4 million, against a June 2011 market value of
      EUR73.0 million, and an allocated loan amount of
      EUR105.7 million.

   -- Twenty-three assets are in advanced due-diligence stages.
      Eight are expected to notarize in February 2013, with a
      combined June 2011 market value of EUR58.04 million,
      against a current offer price of EUR57.88 million.

   -- The remaining 15 assets have indicative bids of
      EUR102.901 million, against a June 2011 market value of
      EUR137.4 million.  This results in a total expected sale
      price of EUR160.781 million, compared to an allocated loan
      amount of EUR249.6 million.

   -- Twelve assets have marketing potential.  They continue to
      undergo asset management measures in preparation for sale.
      All 12 have received expressions of interest during the
      sale process.

   -- The servicer cannot market one asset due to ongoing legal
      proceedings.

   -- The allocated loan amount is EUR19,407,691.

The loan has a reported debt service coverage ratio (DSCR) of
4.22x and the reported securitized loan-to-value (LTV) ratio is
134.26%, based on a June 2011 valuation of EUR348.5 million.

In S&P's opinion, significant losses on this loan appear likely.

               DRESDNER LOAN (32 PERCENT OF THE POOL)

The loan is currently secured on 158 predominantly German office
properties.  The outstanding securitized balance is
EUR332.7 million.  The senior loan is a syndicated loan, with
50 percent securitized in this transaction, and 50 percent in
Deco 10-Pan Europe 3 PLC.

The servicer agreed to extend the loan maturity by 12 months to
January 2014, during which time the borrower will amortize the
loan in line with agreed targets.  The borrower has met the
January 2013 target through sale proceeds and an additional
prepayment.

The loan has a reported DSCR of 2.48x and the reported
securitized LTV ratio is 45.75%, based on a December 2012
valuation of EUR684.1 million.

S&P do not anticipate principal losses on this loan.

            PGREI PORTFOLIO LOAN (22 PERCENT OF THE POOL)

The loan is currently secured on a portfolio of 55 German retail
properties located in small regional towns.

The portfolio is almost fully occupied (99.5 percent), and
71.92 percent of the rent comes from the three largest German
supermarkets (Netto, Rewe, and Lidl).

The loan matures in July 2014 and has an outstanding securitized
balance of EUR115.2 million.  The loan has a reported LTV ratio
of 75.7 percent, based on an April 2006 valuation of EUR152.2
million market, and a reported DSCR of 1.17x

In S&P's opinion, full recovery of this loan appears unlikely, as
the asset's value has decreased since the April 2006 valuation.

                        RATING RATIONALE

In S&P's opinion, recovery of full principal appears increasingly
unlikely, and S&P considers that the class C and D notes are
likely to experience principal losses.  Therefore, S&P has
lowered to 'B- (sf)' from 'B (sf)' its rating on the class D
notes.  At the same time, S&P has lowered to 'B- (sf)' from 'BB-
(sf)' and removed from CreditWatch negative its rating on the
class C notes.

Furthermore, in S&P's view, there is at least a one-in-two
likelihood of principal losses in the next year on the class E to
J notes due to expected losses on the Treveria I loan resulting
from the sale of assets (which have already been notarized for
sale, or are in advanced stages of due diligence).  Therefore,
S&P has lowered to 'CCC- (sf)' from 'B- (sf)' its ratings on the
class E and F notes, and have affirmed its 'CCC- (sf)' ratings on
the class G, H, and J notes.

S&P's analysis indicates that the credit enhancement available to
the class A1 notes is sufficient to cover its expectations of
principal losses under a 'AA+' rating scenario.  However, the
credit enhancement available to the class A2 and B notes is no
longer sufficient to maintain the currently assigned ratings.
S&P has therefore raised to 'AA+ (sf)' from 'AA (sf)' its rating
on the class A1 notes.  At the same time, S&P has lowered and
removed from CreditWatch negative its ratings on the class A2 and
B 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         Rating
Class       To             From

DECO 9 - Pan Europe 3 PLC
EUR1.154 Billion Commercial Mortgage-Backed Floating-Rate Notes

Rating Raised

A1         AA+ (sf)        AA (sf)

Ratings Lowered and Removed From CreditWatch Negative

A2         BB+ (sf)        A- (sf)/Watch Neg
B          B (sf)          BBB- (sf)/Watch Neg
C          B- (sf)         BB- (sf)/Watch Neg

Ratings Lowered

D          B- (sf)         B (sf)
E          CCC- (sf)       B- (sf)
F          CCC- (sf)       B- (sf)

Ratings Affirmed

G          CCC- (sf)
H          CCC- (sf)
J          CCC- (sf)


DECO 10: S&P Downgrades Rating on Class D Notes to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
all classes of notes in DECO 10-Pan Europe 4 PLC.

Specifically, S&P has:

   -- raised its rating on the class A1 notes;

   -- lowered and removed from CreditWatch negative its ratings
      on the class A2 and B notes;

   -- lowered its ratings on the class C and D notes; and

   -- affirmed its rating on the class E notes.

DECO 10-Pan Europe 4 is a European commercial mortgage-backed
securities (CMBS) transaction that closed in 2006 and is backed
by 10 loans secured on properties in Germany, Switzerland, and
the Netherlands.

The rating actions follow S&P's review of the underlying loans by
applying its updated European CMBS criteria.

On Dec. 31, 2012, S&P placed its ratings on the class A2 and B
notes on CreditWatch negative to reflect its view of decreased
recovery prospects for the loans.

               DRESDNER LOAN (31 PERCENT OF THE POOL)

The loan is currently secured by 158 office properties,
predominantly in Germany.  The outstanding securitized balance is
EUR332.7 million.  The senior loan is a syndicated loan, with
EUR166.4 securitized in this transaction and EUR166.4 securitized
in DECO 10-Pan Europe 3 PLC.

The servicer agreed to extend the loan maturity by 12 months to
January 2014, during which time the borrower will amortize the
loan in line with agreed targets.  The borrower has met the
January 2013 target through sale proceeds and an additional
prepayment.

The loan has a reported debt service coverage ratio (DSCR) of
2.48x and the reported loan-to-value (LTV) ratio is 45.75
percent, based on a December 2012 valuation of EUR684.1 million.

S&P do not anticipate principal losses on this loan in its base
case scenario.

             TREVERIA II LOAN (19 PERCENT OF THE POOL)

The loan is currently secured by 47 German office properties.
The outstanding securitized balance is EUR204.3 million and is a
50 percent pari passu syndication with Citibank N.A.

The loan is in special servicing because the borrower failed to
repay it at loan maturity in July 2011.

The standstill agreement--entered into when the borrower
defaulted--has been subject to serial extensions to allow for
discussions in order to achieve a consensual solution.  The
current standstill agreement expires in June 2013, but is
intended to be extended on a rolling four-month basis, assuming
that the special servicer and obligors do not breach the
agreement.

The loan has a reported interest coverage ratio (ICR) of 4.82x
and the reported LTV ratio is 121.72%, based on a June 2012
valuation of EUR167.8 million.

In S&P's opinion, significant losses on this loan appear likely
in its base case scenario.

          EMMEN WOHNCENTER LOAN (17 PERCENT OF THE POOL)

The loan is currently secured by the largest furniture/interior
design center in Switzerland.

The property has remained nearly fully occupied (98.93%) since
closing.

The loan matures in October 2013 and has an outstanding
securitized balance of EUR89.3 million.  The loan has a reported
securitized LTV ratio of 65.48 percent, based on a September 2006
valuation of EUR136.4 million, and a reported securitized DSCR of
1.76x

In S&P's opinion, full recovery of this loan appears unlikely in
its base case scenario, as the asset value is likely to have
decreased since the latest reported valuation.

                            OTHER LOANS

The remaining seven loans are backed by properties in Germany,
Switzerland, and the Netherlands.  S&P has reviewed each loan
individually and expect losses on five of the seven loans in its
base case scenario.

                        INTEREST SHORTFALLS

S&P understands that the excess spread, which is distributed to
the unrated class X notes, is not available to mitigate interest
shortfalls.

According to the January 2013 cash manager report, both the class
D and E notes suffered interest shortfalls.

The class D notes are not subject to an available funds cap
(AFC).

The class E notes are subject to an AFC, which means that any
interest shortfall is not paid and does not accrue.  Therefore,
S&P is able to treat the interest payments on a class of notes
with an AFC mechanism as a pass-through by the issuer of its
available income.  Consequently, this meets S&P's requirements
for the timely payment of interest (to the extent that the AFC
mechanism does not cover default risk).

                         RATING RATIONALE

S&P's ratings in DECO 10-Pan Europe 4 address the timely payment
of interest, payable quarterly in arrears, and payment of
principal not later than the legal final maturity date (in
October 2019).

The rating actions follow the application of S&P's updated
European CMBS criteria, and reflect its view that the junior
classes of notes are likely to experience increased cash flow
disruptions.

"Our analysis indicates that the available credit enhancement for
the class A1 notes is sufficient to address our principal loss
expectations under our 'AA+' rating level scenario.  Therefore,
we have raised to 'AA (sf)' from 'A (sf)' our rating on the class
A1 notes. However, the amount of available credit enhancement for
the class A2 and B notes is no longer sufficient to maintain our
ratings on these classes.  We have lowered to 'BB- (sf)' from 'A
(sf)' and removed from CreditWatch negative our rating on the
class A2 notes and have lowered to 'B (sf)' from 'BBB (sf)' and
removed from CreditWatch negative our rating on the class B
notes", S&P said.

In S&P's opinion, the class C notes have become more vulnerable
to cash flow disruptions.  Furthermore, this class of notes is at
risk of experiencing future interest shortfalls.  S&P has
therefore lowered to 'CCC- (sf)' from 'B (sf)' its rating on the
class C notes.

S&P has lowered to 'D (sf)' from 'CCC- (sf)' its rating on the
class D notes as this class of notes, which is highly vulnerable
to principal losses, has experienced interest shortfalls.

S&P has affirmed its 'CCC- (sf)' rating on the class E notes
because they are highly vulnerable to principal losses, in its
opinion.  The AFC has addressed the existing interest shortfalls.

           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

Class       Rating         Rating
            To             From

DECO 10-Pan Europe 4 PLC
EUR1.039 Billion Commercial Mortgage-Backed Floating-Rate Notes

Rating Raised

A1          AA (sf)        A (sf)

Ratings Lowered and Removed From CreditWatch Negative

A2          BB- (sf)       A (sf)/Watch Neg
B           B (sf)         BBB (sf)/Watch Neg

Ratings Lowered

C           CCC- (sf)      B (sf)
D           D (sf)         CCC- (sf)

Rating Affirmed

E           CCC- (sf)


EXODUS COMMS: Administrator Advised to Seek Chapter 15 in U.S.
--------------------------------------------------------------
District Judge Lucy H. Koh in San Jose, California, denied the
request of the insolvency administrator of Exodus Communications
GmbH to dismiss a complaint filed by Oak Point Partners, Inc., to
collect on a debt allegedly owed by the German company, Exodus
GmbH, to its ultimate parent company, the U.S. corporation EXDS,
Inc.

The Defendant seeks dismissal on grounds of international comity.
However, Judge Koh said Chapter 15 of the U.S. Bankruptcy Code
provides the appropriate avenue for the Defendant to seek
recognition of the foreign proceedings and the exercise of comity
by U.S. courts.

Pursuant to the lawsuit, the Plaintiff alleges that on or about
October 1, 2000, Exodus Germany and EXDS executed a promissory
note, representing a US$23,725,634.00 unsecured loan from EXDS to
Exodus Germany.  The Promissory Note contains a California choice
of law provision, and a provision by which the parties submitted
to the jurisdiction of the District Court and waived venue
objections.

In September, 2001, EXDS filed for relief under Chapter 11 of the
Bankruptcy Code, in the United States Bankruptcy Court for the
District of Delaware.  In early 2002, Exodus Germany initiated
bankruptcy proceedings in Germany, and Dr. Holger Lessing was
appointed insolvency administrator, charged with managing and
disposing of Exodus Germany's assets.  In that capacity, Dr.
Lessing is authorized to sue and be sued on behalf of and in
connection with claims by and against Exodus Germany.

In 2007, Oak Point purchased all of EXDS's remaining assets from
EXDS's Bankruptcy Plan Administrator.  Oak Point, a U.S. "private
investment firm specializing in the purchase of residual assets
including those at the tail end of commercial bankruptcy cases,"
paid US$29,320 for EXDS's remaining assets, including the
Promissory Note

In October, 2010, Oak Point made the first attempt to present a
creditor's claim on the basis of the Promissory Note, filing a
claim with Dr. Lessing for the full amount due.  Dr. Lessing, as
the insolvency administrator, objected to Oak Point's claim, in
part because EXDS had never presented a creditor's claim despite
knowing of Exodus Germany's bankruptcy proceedings since "as
early as 2002."  On July 7, 2011, Oak Point commenced the action
against Dr. Lessing in his capacity as the insolvency
administrator.  The complaint alleges breach of the promissory
note by Exodus Germany, and asks the District Court to establish
the validity of Oak Point's claim, as well as to issue an order
directing the Defendant to include Oak Point's claim in Exodus
Germany's insolvency table.

The lawsuit is, OAK POINT PARTNERS, INC., Plaintiff, v. DR.
HOLGER LESSING, NOT INDIVIDUALLY, BUT ONLY IN HIS CAPACITY AS THE
INSOLVENCY ADMINISTRATOR IN CHARGE OF THE ASSETS OF EXODUS
COMMUNICATIONS GMBH, Defendant, Case No. 11-CV-03328-LHK (N.D.
Cal.).  A copy of Judge Koh's April 19, 2013 Order is available
at http://is.gd/T7k4jcfrom Leagle.com.

Exodus Communications filed for chapter 11 protection (Bankr. D.
Del. Case No. 01-10539) on September 26, 2001, and the Debtors'
Second Amended Joint Plan of Reorganization was confirmed on
June 5, 2002.  The company's liquidating plan provided for a
change of the company's name to EXDS, Inc.


KLOECKNER & CO: Low Profits Prompt Moody's to Cut CFR to 'B1'
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family (CFR)
and probability of default ratings (PDR) of Kloeckner & Co SE to
B1 and B1-PD, respectively, from Ba3. The rating outlook remains
stable.

Ratings Rationale:

The downgrade reflects Kloeckner's persistently low
profitability, the grim outlook for steel and metals demand in
Europe over the next two years, and Kloeckner's high level of
gross debt, which has remained elevated since the mid-2011
closing of the Macsteel and Frefer acquisitions. With an EBIT
margin of 0.9% and retained cash flow (RCF) to net debt of 4.9%
(on a Moody's-adjusted basis) in 2012, Kloeckner's credit metrics
were below the 2% EBIT margin and RCF/net debt of 15% required to
keep the previous Ba3 rating.

Moody's expects Kloeckner's performance to remain poor in 2013
and 2014. "Price and demand pressures will persist in Europe,
which will limit the overall profitability improvement expected
for the company over the next 12 months, despite anticipated
profitability gains in its Americas segment and the benefits to
be realized from the company's restructuring program," says
Steven Oman, a Moody's Senior Vice President and the lead analyst
for Kloeckner. Europe accounted for 63% of Kloeckner's sales in
2012 compared to 71% in 2011.

Unfortunately, the company's American operations provided little
profitability assistance in 2012, despite a 33% increase in sales
for the segment. The Americas segment had EBIT of --EUR17.5
million in 2012 (vs. EUR31.7 million in 2011) and as-reported
EBITDA of EUR74.8 million (EUR80.7 million in 2011), for a 2.7%
EBITDA margin, well below the 7-10% margins of the North American
metal distributors rated by Moody's. Moody's expects the
profitability of Kloeckner's Americas segment to improve in 2013
as the US manufacturing sector is slated to post a solid year and
construction activity is picking up.

Moody's views positively Kloeckner's rationalization of its
European operations. It has already exited from Eastern Europe
and has reduced its network by most of the 60 sites included in
the European restructuring program. These steps will be positive
in the medium term but are unlikely to restore the EBIT margin
above 2% in 2013. With mill-owned competitors in Europe still
struggling to keep mills more fully utilized and metal prices
languishing, Moody's expects Kloeckner's consolidated as-reported
EBITDA to be approximately EUR160 million in 2013, excluding any
unusual charges (Moody's standard adjustments add EUR74 million
to the company's as-reported EBITDA).

At December 31, 2012, Kloeckner had adjusted debt of EUR1,783
million and its ratio of gross debt to EBITDA was a high 7.7x.
This includes Moody's standard adjustments, which add 3.3 turns
of leverage. Kloeckner's debt looks more acceptable for a B1
rating when compared to its net working capital, which was
EUR1,407 million at December 31, or when viewed net of cash,
which makes adjusted net leverage 5.1x EBITDA for the LTM period
ended December 31, 2012.

Kloeckner's B1 CFR is supported by the company's strong market
position as a leading independent distributor of metals in Europe
and the Americas, its good liquidity, and the countercyclical
nature of its working capital investment, which generates strong
cash flow during business downturns.

The stable outlook reflects Kloeckner's good liquidity and the
resilience of its distributor business model, which in a downturn
should enable it to avoid large operating losses and benefit from
cash stemming from reduced working capital. The stable outlook
considers the potential for charges and moderately sized write-
downs if the market doesn't strengthen, but maintenance of strong
liquidity and ample covenant headroom on financial covenants. A
further downgrade could occur if liquidity were to significantly
deteriorate, the Americas segment does not materially improve in
2013, or if the company makes large debt-funded acquisitions.
Metrics indicative of positive rating pressure include
sustainable achievement of a 5% EBITDA margin and RCF/gross debt
above 10%.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 2011.

Kloeckner is a leading mill-independent multimetal distributor
with strong market positions in Europe and the Americas. The
company operates around 255 warehouses in 19 countries. In 2012,
Kloeckner had revenues of EUR7.4 billion.



===========
G R E E C E
===========


FREESEAS INC: Hanover Holdings Disclosed 9.8% Stake at April 17
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of April 17, 2013, they beneficially owned 560,000
shares of common stock of FreeSeas, Inc., representing 9.89% of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/0jR63B

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Court Approves Another Settlement with Hanover
------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order on April 17, 2013, approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc.,  and Hanover Holdings I, LLC, in the matter
entitled Hanover Holdings I, LLC, v. FreeSeas Inc., Case No.
153183/2013.

Hanover commenced the Action against the Company on April 8,
2013, to recover an aggregate of US$1,792,416 of past-due
accounts payable of the Company, which Hanover had purchased from
certain vendors of the Company pursuant to the terms of separate
receivable purchase agreements between Hanover and each of such
vendors, plus fees and costs.  The Assigned Accounts relate to
certain maritime and general corporate services provided by
certain vendors of the Company.  The Order provides for the full
and final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 17,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.89% of the total number of shares of
Common Stock presently outstanding.

A copy of the Stipulation of Settlement is available at:

                        http://is.gd/o9BL3S

A copy of the Supreme Court Order is available for free at:

                        http://is.gd/NLfMM5

                         About FreeSeas Inc.

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

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

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

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



=============
I R E L A N D
=============


WATERFORD CRYSTAL: ECJ Set to Decide on Workers' Pensions Today
---------------------------------------------------------------
Irish Examiner reports that the European Court of Justice is
expected to issue a decision today, April 25, which could secure
EUR2.6 million in pension entitlements for 10 former Waterford
Crystal workers -- and many millions more for thousands of other
Irish workers.

A European Council directive was introduced in 1980 requiring EU
states to ensure that the "necessary measures" were taken to
protect the old age benefits of employees and former employees in
the event of the employer's insolvency, Irish Examiner recounts.

However, when Waterford Crystal went into receivership in January
2009, its pension schemes were wound up with a deficit of over
EUR100 million, Irish Examiner notes.

According to Irish Examiner, at the time, the 10 plaintiffs at
the heart of the European Court of Justice hearing were aged
about 65 and ceased working with the company in 2008 and 2009.
Given the funding levels in the scheme, each plaintiff was
offered payments representing 18% to 30%, Irish Examiner
discloses.  However, their British counterparts in Wedgewood had
their entitlements secured by Britain's pension protection fund
and received 90% of owed sums, Irish Examiner states.

Initially, the former Waterford Crystal employees pursued a case
before the Commercial Court saying the State had failed to meet
its obligations under the EU Insolvency Directive to "protect"
staff whose employers become insolvent, Irish Examiner recounts.

According to Irish Examiner, at that hearing, Kevin Cardiff, then
secretary general of the Department of Finance, said it was not
possible for the Government to guarantee either the EUR13 billion
actuarial cost of full pension entitlements in insolvency
situations or the lesser unspecified cost of paying less than
100% of the entitlements of persons still working at the time of
insolvency.

Then in 2012, they took the case against the social protection
minister and Attorney General at the European Court of Justice,
Irish Examiner relates.

According to Irish Examiner, the action said "Ireland had failed
to fully or properly transpose the insolvency directive and a
declaration that pursuant to article 8 of the said directive, the
plaintiffs were entitled to a guarantee of the totality of their
pension entitlements, or in the alternative a portion in excess
of 49% of their pension entitlements in addition to damages for
breach of EU law".

"This case is relevant not only to former Waterford Crystal
workers, but to all workers in defined benefit pension schemes in
Ireland," she said.

"It is imperative that the Irish Government establish a similar
pension protection fund to that of the UK in an effort to ensure
that adequate insurance is in place in the event of a pension
fund becoming insolvent."

Waterford Crystal is a manufacturer of crystal.  It is named for
the city of Waterford, Ireland.  Waterford Crystal is owned by
WWRD Holdings Ltd., a luxury goods group which also owns and
operates the Wedgwood and Royal Doulton brands.



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


UKIO BANKAS: Kaunas Court May Initiate Bankruptcy Proceedings
-------------------------------------------------------------
Bryan Bradley at Bloomberg News reports that a Lithuanian court
said it would consider starting bankruptcy proceedings against
Ukio Bankas AB at the request of the central bank, which shut the
lender in February citing risky loans to related parties.

According to Bloomberg, Kaunas District Court spokeswoman Gintare
Putnikiene said that that the court agreed on Tuesday to consider
the Bank of Lithuania's request in a written process with a
hearing on May 2.

The lender's liabilities exceeded its assets by LTL1.2 billion
(US$463 million) as of March 18, the central bank in Vilnius,
Lithuania's capital, as cited by Bloomberg, said last week,
citing financial statements prepared by Ukio's temporary
administrator, Adomas Audickas, and auditor KPMG Baltic.

"The bank was and remains insolvent," Bloomberg quotes the Bank
of Lithuania as saying on its Web site on April 18, proposing
that the court name Valnetas UAB as Ukio's bankruptcy
administrator.

                       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
===================


INTELSAT SA: Now Known as "Intelsat Investments S.A"
----------------------------------------------------
Intelsat S.A. changed its name to Intelsat Investments S.A
Effective as of April 11, 2013.  The name change was effected by
means of an extraordinary decision of the sole shareholder of the
Company taken before a notary in accordance with Luxembourg law.
The extraordinary decision before a notary had the effect of
amending the Company's articles of incorporation to reflect the
change in the Company's name to Intelsat Investments S.A.

The Company's indirect parent, Intelsat Global Holdings S.A.,
changed its name to Intelsat S.A. effective as of April 16, 2013.

                           About Intelsat

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

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

                           *     *     *

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



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


DECO 14: Moody's Downgrades Rating on Class D Notes to 'Ca'
-----------------------------------------------------------
Moody's Investors Service has taken rating action on the
following classes of notes issued by DECO 14 -- Pan Europe 5 B.V.
(amounts reflect initial outstandings):

Class A1 Notes due 2020, Affirmed Aaa (sf); previously on Mar 29,
2007 Definitive Rating Assigned Aaa (sf)

Class A2 Notes due 2020, Affirmed Aa1 (sf); previously on Nov 4,
2011 Downgraded to Aa1 (sf)

Class A3 Notes due 2020, Affirmed Aa3 (sf); previously on Nov 4,
2011 Downgraded to Aa3 (sf)

Class B Notes due 2020-1, Downgraded to Baa3 (sf); previously on
Nov 4, 2011 Downgraded to Baa1 (sf)

Class C Notes due 2020, Downgraded to B2 (sf); previously on Nov
4, 2011 Downgraded to Ba1 (sf)

Class D Notes due 2020, Downgraded to Ca (sf); previously on Nov
4, 2011 Downgraded to Caa2 (sf)

Moody's does not rate the Class E, Class F, Class G and the Class
X Notes.

Ratings Rationale:

The downgrade action on the Class B, Class C and Class D Notes
reflects Moody's increased loss expectation for the pool since
its last review. The pool expected loss increased as a result of
(i) the repayment of the strongest loan in the pool from an
expected loss perspective (WOBA Loan, 38% of the pool as of
January 2013) and (ii) a reassessment of the remaining loans in
the pool which incorporated both lower assessed property values
and increased default probabilities, primarily at the loans'
maturity dates. Moody's increased its expected loss, in
particular for (i) the Armilla Clarice 2 Loan (16% of the pool
post WOBA Loan repayment) backed by Italian assets and (ii) the
loans backed by retail boxes in Germany, namely the Arcadia, CGG
-- Tambelle Redo 3, Capital and Regional, Mansford Nord Bayern
and Cottbus loans which altogether contribute 41% to the
portfolio.

The ratings on the Class A Notes are affirmed because the
increased credit enhancement levels available to the Notes offset
the increased pool expected loss. Following the WOBA Loan
repayment which will be applied sequentially to the Class A1
Notes at the next interest payment date (IPD) on 29 April 2013,
the credit enhancement for the Class A1 Notes will increase to
64% from 40%, for the Class A2 Notes to 45% from 28% and for the
Class A3 Notes to 37% from 23% currently.

Moody's has determined that the high levels of credit enhancement
for the Class A Notes are sufficient for the Notes to withstand
potential stresses arising from sovereign risk due to the pool
exposure to (i) Italy (The Armilla Clarice 2 Loan -- 16% of the
pool) and (ii) Bulgaria (The Business Park Sophia Loan -- 7% of
the pool) with local current country risk ceilings of A2 and Aa3,
respectively.

The key parameters in Moody's analysis are the default
probability of the securitized loans (both during the term and at
maturity) as well as Moody's value assessment for the properties
securing these loans. Moody's derives from those parameters a
loss expectation for the securitized pool.

Based on its reassessment of the underlying property values, the
weighted average (WA) Moody's loan-to-value (LTV) ratio on the
securitized pool is 110%. This compares with the current
underwriter's (U/W) WA LTV of 80% and Moody's LTV of 95% as at
last review, both on the securitized pool, adjusted for the WOBA
Loan repayment. Given the increase in the leverage of the loans,
Moody's has further increased the refinancing default probability
of the currently performing loans in its modeling. For all
performing loans in the pool, the risk of default range from
medium to high.

Downward value adjustments have also affected the already
defaulted Arcadia (EUR 107 Million -- 13% of the pool) and the
Mansford Nord Bayern Loan (EUR 44 Million -- 5% of the pool)
which are in special servicing. Moody's expected loss is now 50-
75% for the Arcadia and 25-50% for the Mansford Nord Bayern Loan.
Following the recent restructuring of the loan, Moody's adjusted
its loss expectation downward for the Business Park Sophia Loan
(EUR 44 Million -- 7% of the pool). Moody's still expects that
there is a high chance (>50%) that the loan will default on its
extended maturity in October 2015; Moody's expected loss remains
in the 0% to 25% range.

In general, Moody's analysis reflects a forward-looking view of
the likely range of commercial real estate collateral performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations. Performance that falls
outside an acceptable range of the key parameters such as
property value or loan refinancing probability for instance, may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions . There may
be mitigating or offsetting factors to an improvement or decline
in collateral performance, such as increased subordination levels
due to amortization and loan re- prepayments or a decline in
subordination due to realized losses.

Primary sources of assumption uncertainty are the current
stressed macro-economic environment and continued weakness in the
occupational and lending markets. Moody's anticipates (i) lending
will remain constrained over the next years, while subject to
strict underwriting criteria and heavily dependent on the
underlying property quality, (ii) strong differentiation between
prime and secondary properties, with further value declines
expected for non-prime properties, and (iii) occupational markets
will remain under pressure in the short term and will only slowly
recover in the medium term in line with anticipated economic
recovery. Overall, Moody's central global macroeconomic scenario
for the world's largest economies is for only a gradual
strengthening in growth over the coming two years. Fiscal
consolidation and volatility in financial markets will continue
to weigh on business and consumer confidence, while heightened
uncertainty hampers spending, hiring and investment decisions. In
2013, Moody's expects no growth in the Euro area and only slow
growth in the UK.

Moody's Portfolio Analysis

DECO 14 - Pan Europe 5 B.V. closed in March 2007 and represents
the securitization of initially 13 mortgage loans originated by
Deutsche Bank AG and Deutsche Bank S.p.A. As of January 2013,
twelve loans were in the pool and as of April 2013, there will be
eleven loans remaining (after the repayment of the WOBA Loan).
The eleven loans are secured by first-ranking legal mortgages
over 259 commercial and multi-family properties. The properties
are located throughout Germany (77% of the current pool by
outstanding principal balance), Italy (16%) and Bulgaria (7%).
The properties are a mix of multi-family (35%) followed by retail
(29%), office (23%) and mixed-use (13%).

At the January 2013 IPD, the total securitized loan balance was
EUR 1,360 million which is expected to amortize to at least EUR
841 million following the repayment of the WOBA Loan. The WOBA
Loan backed by a portfolio of German multi-family properties was
syndicated and 50% of the loan (EUR 519 million) was securitized
in DECO 14 - Pan Europe 5 B.V. The loan was refinanced ahead of
its maturity date in May 2013; its proceeds will be used to repay
the Class A1 noteholders on the next IPD in April 2013.

All loan portfolio level statistics and figures in this press
release are computed excluding the WOBA Loan.

To date, no loan has realized a loss. As per the latest investor
report on the transaction (January 2013), there were four loans
in special servicing: the Arcadia Loan (13% of the pool), the
Sofia Business Park Loan (7%), the Mansford Nord Bayern Loan (5%)
and the DD Karstadt Hilden Loan (1%). The defaults of these loans
have switched the principal proceeds allocation to the Notes to
sequential from previously modified pro-rata. In its analysis,
Moody's expects the sequential payment mode to remain unchanged
until the end of the transaction term (October 2020).

Two of the top three loans in the portfolio, the GA 1 MF Loan
(EUR 147 million -- 17% of the pool) and the Puma MF Loan (EUR
136 million -- 16% of the pool) are backed by portfolios of
German multi-family properties. The performance of both loans has
been good, underpinned by stable (GA 1 MF) and increasing (Puma
MF) cash flows. The GA 1 MF Loan is scheduled to mature in
October 2013 whilst the Puma MF Loan is scheduled to mature in
April 2014. Overall, Moody's has not materially adjusted its
assessment on these loans: the default risk of both loans is
assessed as medium (10-25%) and Moody's expects no losses on
these loans.

The second largest loan in the pool, the Armilla Clarice 2 Loan
(EUR 137 million -- 16% of the pool) is secured by a portfolio of
14 properties located throughout Italy, all let to Telecom Italia
S.p.A. (senior unsecured rating of Baa3). Due to the long term
leases in place until November 2021, performance of the loan has
been stable to-date. However, in its latest assessment, Moody's
has further stressed its value estimate on the loan at the
refinancing date in October 2016. The downward value adjustment
takes into account the worsening conditions in the real estate
market in Italy since Moody's prior review and resulted in an
increased Moody's LTV at refinancing of 97%. Based on the
specialty nature of the properties with the majority of the space
being used to house telephone switching equipment, Moody's views
that there is a high chance (>50%) that the loan will default on
its maturity date. Moody's expected loss on the loan is 0-25%.

The pool contains five loans (41%) with collateral comprised
primarily of retail-box property portfolios located throughout
Germany. Given the secondary and tertiary location of most of the
properties, and based on the value declines observed in the
market for similar properties with shortening WA lease terms
(often 5 years or less), Moody's further adjusted its value
estimate on these loans. The Moody's LTV on the loans are as high
as 206% (Arcadia Loan) with the lowest LTV being 112% (Capital &
Regional Loan). There is a very high likelihood that the loans
will enter special servicing upon their maturity dates and go
through liquidation.

Portfolio Loss Exposure: Moody's expects a significant amount of
losses on the securitized portfolio, stemming mainly from the
refinancing profile of the securitized portfolio. Given the
default risk profile and the anticipated work-out strategy for
potentially defaulting loans, the expected losses are likely to
crystallize only towards the end of the transaction term. The
exception currently is in respect of the DD Karstadt Hilden Loan
(0.6% of the pool) whose liquidation may be completed within the
next 6-12 months.

Due to the appraisal reductions in relation to the DD Karstadt
and Arcadia Loans combined with increased costs at the Issuer
level (e.g. special servicing fees), the junior Notes up to and
including the Class D Notes are subject to interest shortfalls.
Moody's views the interest shortfalls to be recurring and expects
that they could increase going forward as more loans enter
special servicing and drawings from the liquidity facility become
limited due to further appraisal reductions on the non-interest-
paying loans.

The principal 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:
2013 Central Scenarios published in February 2013.

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 November 4, 2011. The last Performance Overview for
this transaction was published on March 22, 2013.

In rating this transaction, Moody's used both MoRE Portfolio and
MoRE Cash Flow to model the cash-flows and determine the loss for
each tranche. MoRE Portfolio evaluates a loss distribution by
simulating the defaults and recoveries of the underlying
portfolio of loans using a Monte Carlo simulation. This portfolio
loss distribution, in conjunction with the loss timing calculated
in MoRE Portfolio is then used in MoRE Cash Flow, where for each
loss scenario on the assets, the corresponding loss for each
class of notes is calculated taking into account the structural
features of the notes. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.


HOLLAND MORTGAGE XV: Moody's Reviews Ba2 Rating on Class E Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for downgrade 14
mezzanine and junior notes in six transactions of the Holland
Mortgage Backed Series (HERMES).

Ratings Rationale:

The rating action takes into account collateral performance
deterioration, the recent house price decline in the Netherlands,
as well as the levels of credit enhancement available to absorb
the future projected losses on the portfolios.

Collateral Performance Deterioration

The performance of the HERMES transactions has been
deteriorating. The 60+ arrears have increased in the affected
transactions over the past year, coming close to or exceeding the
3% mark. Cumulative realized losses have continued to rise,
reaching 0.5% of the pool balance at issuance or above in most of
the affected transactions.

This deterioration in performance will prompt Moody's
reassessment of the expected loss assumptions in the portfolios
during the rating review.

House Price Decline

By the end of 2012 house prices in the Netherlands have dropped
by around 10% from their peak and they continue to decline. This
has led to higher loss severities on sold properties in recent
quarters compared to the low levels experienced historically.
Moody's expects loss severities to remain at elevated levels over
the near term, contributing to the expected increase in realized
losses.

Credit Enhancement

Moody's has placed on review for downgrade those notes where the
available credit enhancement is insufficient to offset the
potential increase in the loss assumptions due to the observed
performance deterioration.

In order to complete the review, Moody's will also assess the
updated loan-by-loan information to revise its MILAN Aaa credit
enhancement. Loan-by-loan information will also permit us to
validate Moody's assumptions with regards to which loans have a
higher default propensity. The lifetime loss and the MILAN Aaa
credit enhancement are the key parameters used by Moody's to
calibrate its loss distribution curve, which is one of the core
inputs into Moody's cash-flow model.

Moody's has also factored into its analysis its expectations of
key macro-economic indicators in the Netherlands. In 2013,
Moody's expects GDP to contract by 0.6%, unemployment to remain
above 6% and house prices to continue to decrease.

- Other Developments May Negatively Affect the Notes

As the euro area crisis continues the ratings of the 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 negatively impact the ratings of the notes.

Principal Methodologies

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

Key modeling assumptions, sensitivities, cash-flow analysis and
stress scenarios for the affected transactions have not been
updated, as the rating actions have been primarily driven by
assessment of credit enhancement levels.

List of Affected Ratings

Issuer: Holland Mortgage Backed Series (Hermes) IX B.V.

EUR37.5M C Notes, A1 (sf) Placed Under Review for Possible
Downgrade; previously on Feb 24, 2005 Definitive Rating Assigned
A1 (sf)

EUR15M D Notes, A2 (sf) Placed Under Review for Possible
Downgrade; previously on Feb 24, 2005 Definitive Rating Assigned
A2 (sf)

EUR28.5M E Notes, Baa3 (sf) Placed Under Review for Possible
Downgrade; previously on Feb 24, 2005 Definitive Rating Assigned
Baa3 (sf)

Issuer: Holland Mortgage Backed Series (Hermes) VIII B.V.

EUR20.5M C Notes, Baa2 (sf) Placed Under Review for Possible
Downgrade; previously on Jun 10, 2004 Definitive Rating Assigned
Baa2 (sf)

Issuer: Holland Mortgage Backed Series (Hermes) X B.V.

EUR31.5M C Notes, A2 (sf) Placed Under Review for Possible
Downgrade; previously on Sep 30, 2005 Definitive Rating Assigned
A2 (sf)

EUR9M D Notes, A3 (sf) Placed Under Review for Possible
Downgrade; previously on Sep 30, 2005 Definitive Rating Assigned
A3 (sf)

EUR27.7M E Notes, Baa3 (sf) Placed Under Review for Possible
Downgrade; previously on Sep 30, 2005 Definitive Rating Assigned
Baa3 (sf)

Issuer: Holland Mortgage Backed Series (Hermes) XI B.V.

EUR31.5M C Notes, A2 (sf) Placed Under Review for Possible
Downgrade; previously on Feb 22, 2006 Definitive Rating Assigned
A2 (sf)

EUR9M D Notes, A3 (sf) Placed Under Review for Possible
Downgrade; previously on Feb 22, 2006 Definitive Rating Assigned
A3 (sf)

EUR27.7M E Notes, Baa3 (sf) Placed Under Review for Possible
Downgrade; previously on Feb 22, 2006 Definitive Rating Assigned
Baa3 (sf)

Issuer: Holland Mortgage Backed Series (Hermes) XII B.V.

EUR28.6M D Notes, A2 (sf) Placed Under Review for Possible
Downgrade; previously on Oct 26, 2006 Definitive Rating Assigned
A2 (sf)

EUR40.7M E Notes, Baa3 (sf) Placed Under Review for Possible
Downgrade; previously on Oct 26, 2006 Definitive Rating Assigned
Baa3 (sf)

Issuer: HOLLAND MORTGAGE BACKED SERIES (HERMES) XV B.V.

EUR38.65M D Notes, A2 (sf) Placed Under Review for Possible
Downgrade; previously on Jun 18, 2010 Upgraded to A2 (sf)

EUR26.1M E Notes, Ba2 (sf) Placed Under Review for Possible
Downgrade; previously on Jun 18, 2010 Upgraded to Ba2 (sf)


NORD GOLD: Moody's Assigns National Scale Rating
------------------------------------------------
Moody's Interfax Rating Agency assigned an Aa3.ru national scale
rating (NSR) rating of Nord Gold N.V. The outlook on the rating
is stable. Moody's Interfax is majority-owned by Moody's
Investors Service (MIS).

Ratings Rationale:

Moody's Interfax's assignment of the NSR of Nordgold follows
MIS's assignment of the company's Ba3 corporate family rating
with a stable outlook.

Nordgold is an established pure-play gold producer with nine
producing mines, one large-scale development project, five
advanced exploration projects and a broad portfolio of early
exploration projects and licenses located across West Africa in
Guinea and Burkina Faso, Kazakhstan and the Russian Federation.
Since undertaking its operations in 2007, Nordgold has grown both
through acquisitions and organically. Nordgold's mineral resource
base and ore reserves estimated according to the guidelines of
the JORC Code as at January 1, 2013 consisted of 12.6 million
ounces (Moz) of proven and probable gold reserves, 17.9 Moz of
gold resources and 123 Moz of silver resources classified as
measured and indicated, and 16.7 Moz of gold resources and 145
Moz of silver resources classified as inferred (all estimates are
given on a 100% basis).

In both 2012 and 2011, Nordgold reported revenue of $1.2 billion,
and EBITDA of $493 million and $574 million, respectively. These
values reflected margins of 41.2% and 48.6%, respectively.

The company owns the Taparko and Bissa mines in Burkina Faso, as
well as the Irokinda, Zun-Holba and Berezitovy mines and 50% of
Prognoz silver deposit in Russia through High River Gold Mines
Ltd., in which Nordgold holds a 100% interest, whilst it owns the
Lefa mine in Guinea through Crew Gold Corporation, in which
Nordgold also holds a 100% interest. Nordgold maintains a 100%
interest in each of the Neryungri, Aprelkovo and Suzdal mines.

Mr. Alexey Mordashov owns 84.4% of ordinary shares in the
company.

Principal Methodology

The principal methodology used in this rating was the Global
Mining Industry published in May 2009.

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


NORD GOLD: Fitch Assigns 'BB-(EXP)' Rating to Proposed Notes
------------------------------------------------------------
Fitch Ratings has assigned Nord Gold N.V.'s proposed issue of
notes an expected foreign currency senior unsecured rating of
'BB-(EXP)'. The rating of the notes is in line with Nord Gold's
Long-term IDR.

A final rating will be issued upon the receipt of final documents
conforming to information already received.

Nord Gold is a medium-sized gold producer with mining operations
in Russia, Guinea, Burkina Faso and Kazakhstan. The company was
spun off from OAO Severstal ('BB'/Stable) in 2012.

KEY RATING DRIVERS

- Guaranteed Notes

The notes will be unconditionally and irrevocably guaranteed by
Societe Miniere de Dinguiraye (Guinea), JSC FIC Alel
(Kazakhstan), Neryungri-Metallic LLC (Russia), and CJSC Mine
Aprelkovo (Russia), operating companies of the group, and by High
River Gold Mines Limited (Canada), a holding company that owns
the group's operating companies in Russia and Burkina Faso.

- Acceptable Mine Life and Reserve Quality

At 1 January 2013, the company had control of 12.6moz 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 reserves at Nord Gold's deposits at an average
gold grade of 1.1g/t according to the latest available JORC
report, is close to 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 eight
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
US$836/oz in 2012 -- present risks as they are higher than the
global average. However, the agency expects an improvement in 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. However, the company has a comparatively
limited track record of new project development with Bissa the
only new mine that has been launched.

DEBT AND LIQUIDITY

- Moderate Leverage

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).

- Strong Liquidity

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 RATINGS:

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

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

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

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

  -- Expected foreign currency senior unsecured rating on the
     proposed notes: assigned at 'BB-(EXP)'


REGENT'S PARK: S&P Affirms 'CCC+' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its credit rating on
Regent's Park CDO B.V.'s class C notes, and affirmed its ratings
on the class A, B-1, B-2, D, and E notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the latest available trustee
report, dated March 20, 2013.

Since S&P's previous rating action, it has observed a slight
increase in the aggregate collateral balance.  As a result, the
credit enhancement for all classes of notes has marginally
increased.

The transaction has been amortizing since the January 2013
interest payment date and the issuer has already started to pay
down the class A notes.

"We note that, according to the trustee, the class E notes' par
value test, which measures the degree of overcollateralization
available to the class E notes, is now failing.  We do, however,
observe an increase in what we define as the aggregate collateral
balance, i.e., the sum of performing assets, cash and assumed
recoveries on defaulted assets.  This is because we already had a
more conservative assessment than the trustee on defaulted assets
and their related recoveries in January 2012, which was factored
into our previous rating actions.  We believe that the class E
par value test is now reflective of our assessment and we note a
relative improvement in that test according to our definition,"
S&P said.

S&P has also observed decreasing weighted-average recovery rates
due to a smaller proportion of senior secured loans and the
inclusion of junior structured finance assets, which benefit from
relatively lower recovery assumptions.

S&P's analysis indicates that the portfolio's weighted-average
spread has increased to 3.59% from 3.39% as of its January 2012
review.  The balance of assets that S&P considers as defaulted
(rated 'CC', 'C', 'SD' [selective default], or 'D') has decreased
to 3.86% from 5.12% of the portfolio, while the assets rated in
the 'CCC' category (rated 'CCC+', 'CCC', or 'CCC-') have slightly
increased to 3.16% from 2.32% of the portfolio.

S&P has also observed a decrease in the portfolio's weighted-
average maturity, which, with the portfolio's relatively positive
rating migration, resulted in lower scenario default rates across
all rating levels in its analysis.

S&P has subjected the transaction's capital structure to a cash
flow analysis to determine the break-even default rate for each
rated class.  In S&P's analysis, it used the portfolio balance
that it considers to be performing, the reported weighted-average
spread, and the weighted-average recovery rates that it considers
to be appropriate.  S&P incorporated various cash flow stress
scenarios using its standard default patterns, levels, and
timings for each rating category assumed for each class of notes,
in conjunction with different interest stress scenarios.

Overall, in S&P's opinion, positive factors have more than offset
the negative ones.  Furthermore, S&P has raised its rating on the
class C notes from 'BBB- (sf)' to 'BBB+ (sf)' because S&P's
credit and cash flow analysis indicated that available credit
enhancement is consistent with a higher rating than previously
assigned.

S&P has affirmed its ratings on the class A, B-1, and B-2 notes
because it has observed that the available credit enhancement is
commensurate with the currently assigned ratings.

S&P has affirmed its ratings on the class D and E notes because
the application of the largest obligor default test still
constrains its ratings at their currently assigned levels.

The test aims to measure the effect on ratings of defaults of a
specified number of largest obligors in the portfolio with
particular ratings, assuming 5% recoveries.  S&P introduced this
supplemental stress test in its 2009 criteria update for
corporate collateralized debt obligations (CDOs).

Regent's Park CDO is a 2006-vintage cash flow collateralized loan
obligation transaction that securitizes loans to primarily
speculative-grade corporate firms. Blackstone Debt Advisors L.P.
manages the transaction.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class     Rating          Rating
          To              From

Regent's Park CDO B.V.
EUR660.469 Million Fixed- and Floating-Rate Notes

Ratings Raised

C         BBB+ (sf)       BBB- (sf)

Ratings Affirmed

A         AA+ (sf)
B-1       A+ (sf)
B-2       A+ (sf)
D         B+ (sf)
E         CCC+ (sf)



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


RAPID BUCHAREST: Players Strike Over Unpaid Wages
-------------------------------------------------
Matt Law at Sports Mole reports that Rapid Bucharest captain
Daniel Pancu has revealed that the club's players have gone on
strike in a protest over unpaid wages.

Sports Mole says the three-time Romanian champions filed for
insolvency last year after running up huge debts, while they have
offloaded many of their high-profile players in recent months.

Despite impressing in their domestic league in recent weeks,
conceding just one goal in their last five matches, Mr. Pancu has
insisted that the players will not play until action is taken,
the report says.

"We will not train and we will not play our next match," he told
reporters at a press conference, Sports Mole reports.



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


VNESHPROMBANK: S&P Raises Ratings to 'B+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
counterparty credit ratings on Russia-based Foreign Economic
Industrial Bank (Vneshprombank) to 'B+' from 'B'.  The outlook
is stable.

At the same time, S&P raised the Russia national scale rating to
'ruA+' from 'ruA-' and affirmed its 'B' short-term counterparty
credit rating on the bank.

The upgrade reflects S&P's view that Vneshprombank's business
position has improved on its increased customer base and market
share, and growing regional network.  S&P considers the bank's
execution of its strategy to be more positive and efficient than
that of peers.  S&P views the bank's track record as good and
believe it should continue to perform adequately during the
downcycle.  S&P believes that the bank's corporate governance and
transparency is adequate for the current rating level.  Over
recent years, the bank has displayed growth above the Russian
banking system average, by S&P's estimates, of its business and
customer franchise.

Vneshprombank has transformed from a small Moscow-based bank with
no regional network to a midsize corporate bank with 21 branches
and 71 outlets countrywide.  With total assets of Russian ruble
(RUB)118 billion (US$3.9 billion) as of Dec. 31, 2012,
Vneshprombank ranked 44th among almost 1,000 Russian banks on
that date.  In addition to increased market share, the bank is
gradually improving diversification of its revenue base.  Its
top-20 largest clients accounted for 10% of interest and fee and
commission income for 2012 under International Financial
Reporting Standards (IFRS) compared with 12% one year earlier.
S&P has consequently revised its assessment of Vneshprombank's
business position to "moderate" from "weak" under S&P's criteria.

On the downside, S&P believes the bank is exposed to marked key-
man risk.  This is because Vneshprombank's CEO and one of its
largest shareholders, Ms. Markus, pilots the bank's strategy.
Vneshprombank's business model is purely relationship-driven and
the development of the franchise depends to a large extent on the
personal connections of the CEO and other shareholders.

S&P has revised up itsr assessment of Vneshprombank's stand-alone
credit profile (SACP) to 'b+' from 'b'.  The rating doesn't
include any notches of uplift for extraordinary parental or
government support.

The stable outlook reflects S&P's expectation that the bank will
continue to balance franchise growth with acceptable
capitalization supported by shareholders' capital increases.  S&P
also expect the bank to maintain an ample liquidity cushion and
good asset quality.

Raising the ratings appears remote to S&P at this stage.  An
upgrade would only follow significant improvement in the bank's
franchise, corporate governance, and disclosure.  S&P would also
need to see increased diversity of the bank's deposit customer
base.  A sizable capital increase could also drive an upgrade.

S&P would lower the ratings if:

   -- Vneshprombank's capitalization deteriorated significantly
      or planned capital increases failed to materialize,
      resulting in the RAC ratio before adjustments falling to
      less than 5.0%.

   -- S&P revised its assessment of the bank's risk position to
      "weak" because rapid growth triggered additional risks and
      significant deterioration of portfolio quality; or

   -- The bank's funding and liquidity profile suffered a major
      deterioration.

   -- Significant changes in the bank's management team could
      also trigger a downgrade.


* SAKHA: S&P Assigns 'BB+' Rating to RUB2.5-Bil. Senior Bond
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
debt rating and 'ruAA+' Russia national scale rating to the
Russian Republic of Sakha's proposed Russian ruble (RUB)2.5
billion (about US$80 million) five-year amortizing senior
unsecured bond, which Sakha intends to place on April 24, 2013.

The bond will have 20 quarterly, step up coupons and an
amortizing repayment schedule.  The coupon rate is 8.2% for the
1-8 coupon, 9.2% for the 9-12 coupon, 8.7% for the 13-16 coupon,
and 8.45% for the 17-20 coupon.  In 2015, 10% of the bond is
scheduled for redemption, a further 20% should be repaid in 2016,
40% in 2017, and the remaining 30% in 2018.

The ratings on Sakha are constrained by S&P's view of its
dependence on federal government decisions regarding
intergovernmental relations, expenditure responsibilities, and
tax regimes.  Moreover, Sakha relies heavily on the extraction of
natural resources, and this is exacerbated by dependence on a
single taxpayer.  In addition, Sakha's vast territory, remote
location, and severe subarctic climate increase costs.  They also
result in fairly high contingent liabilities, stemming from the
need to support numerous government-related entities (GREs) that
provide transport, utility, and other public services and to
supply goods and fuel across its large territory.

The stable outlook reflects S&P's view that Sakha's revenue
growth, backed by continued federal support and increasing tax
revenues from the extraction of natural resources, will likely
result in a sound budgetary performance, despite the need to
increase operating spending.  The outlook also takes into account
S&P's view that the republic's liquidity will remain positive,
thanks to continued reliance on medium-term borrowings.


* TVER OBLAST: S&P Affirms 'B+' Long-Term Issuer Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term issuer credit and 'ruA+' Russia national scale ratings
on the Tver Oblast region in the central part of Russia.  S&P
subsequently suspended the ratings owing to a lack of sufficient
forward-looking information on the oblast's liquidity and
management's strategies for its surveillance.  At the time of
suspension, the outlook was negative.

The affirmation reflected S&P's view of the oblast's low
budgetary flexibility and predictability, weak budgetary
performance, negative liquidity, and low wealth levels in an
international context.  The ratings were supported by the
oblast's favorable location between Moscow and St. Petersburg,
which helps attract investors; relative economic diversification;
and low contingent
liabilities.

"At the time of suspension, we viewed Tver Oblast's liquidity
position as "negative," due to its high debt service and our view
of its "limited" access to external liquidity.  We expected that
in 2013 the oblast's debt service would reach a high 30% of
operating revenues, and its cash reserves and committed credit
lines would cover about 90% of debt service falling due in the
next 12 months.  Our base-case scenario assumed that the oblast
would maintain its practice of organizing committed bank lines
ahead of upcoming maturities, with the earliest ones falling due
in September 2013.  We also expected that the federal government
might provide support to the oblast in 2013 and 2014, which would
help the oblast improve its debt maturity profile and alleviate
refinancing risks in 2014-2015," S&P said.

The outlook was negative at the time of suspension.  It reflected
S&P's view that Tver Oblast's weak budgetary performance and
direct debt accumulation might aggravate its exposure to
refinancing risks in 2013-2014.


* Moody's Highlights Risk of FAS's Restrictions to Russian RMBS
---------------------------------------------------------------
Moody's Investor Service has published the April edition of
Credit Insight, a monthly structured finance newsletter, which
provides Moody's views on recent developments in European
residential mortgage-backed securities (RMBS), assets-backed
securities (ABS) and covered bonds.

In the latest publication, Moody's discusses the Russian Federal
Antimonopoly Service (FAS)'s recent requirement that Russia's
largest refinancing organization, the Agency for Housing Mortgage
Lending, accept property valuation reports from non-accredited
appraisers. If the FAS applies similar restrictions to other
Russian banks and refinancing organizations, it will be credit
negative for Russian RMBS transactions as it will increase the
risk of incorrect valuations and fraud from non-accredited
appraisers.

Moody's Credit Insight newsletter also discusses the anticipated
continued decline in Spanish house prices as each province
attempts to dispose of the excess housing inventory it built up
between 2005 and 2009. While the decline in house prices is
credit negative for SME and RMBS transactions as it increases the
potential severity after a borrower default, significant rating
actions remain unlikely as Moody's rating methodology already
factors in the effect of the current price declines.

In addition, the newsletter discusses the credit neutral
implications for Spanish RMBS transactions of the recent ruling
by the Court of Justice of the European Union. The ruling states
that the current Spanish mortgage foreclosure process is not in
line with current European Union laws in terms of consumer
rights, as Spanish borrowers have limited grounds to stay the
foreclosure process, even if they claim that there are "unfair
terms" in the mortgage loan.



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


AHORRO CORP: Negative Pressure Cues Moody's to Cut Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded by three notches to B3 from
Ba3 the issuer rating of Ahorro Corporacion Financiera, S.V.,
S.A. (ACF). The downgrade reflects the negative pressure on ACF's
revenue-generation capacity -- which has already been severely
impaired since the economic crisis started -- stemming from the
adverse operating environment, limited geographical
diversification and intensifying competition from large capital
market firms.

This pressure is exacerbated by the ongoing change (including the
restructuring and consolidation) among the majority of ACF's
owners from the Spanish savings bank sector, which has reduced
their importance as customers and potential support providers.
The rating outlook is negative.

This rating action concludes the review for downgrade, which
Moody's initiated on June 25, 2012.

Ratings Rationale:

- Pressure on Profitability

The downgrade of ACF's rating reflects the negative prospects for
the firm's revenue-generation capacity in the short to medium
term. Since the economic crisis started in Spain, ACF's revenues
and business levels have dropped significantly, driven by (1) the
reduction in investment banking activities; (2) the diminished
business flow generated by its traditional customers (Spanish
savings banks); and (3) the limited geographical diversification
given ACF's focus on products linked to Spain. Moody's
acknowledges ACF's efforts to diversify its customer base and
reduce reliance on the business flow from savings banks; in this
respect, the firm has managed to attract new customers, such as
regional governments, and strengthen some revenue sources, such
as management fees from infrastructure projects. However, this
has not been enough to offset a 28% decline in recurrent revenues
in 2012 compared to a year before.

Moody's acknowledges ACF's recent initiatives to adapt to the
challenges arising from the adverse operating environment, namely
(i) an improvement in its liquidity position, (ii) a balance-
sheet restructuring to reduce the exposure to market and credit
risk, and (iii) a downsizing of the work force and associated
personnel expenses. Despite these developments which have
strengthened the bank's financial flexibility, Moody's believes
that, in a market characterized by limited growth opportunities,
the adverse operating environment and intense competition from
larger capital markets firms will continue to constrict ACF's
earnings -- and in consequence its capacity to absorb shocks
arising from the risks inherent to its business.

- Support Considerations

Historically, Moody's incorporated moderate ratings uplift into
ACF's issuer rating to reflect the rating agency's view of a
likelihood of support from ACF's shareholders, Spanish savings
banks. However, Moody's has removed the ratings uplift because of
changes to the shareholders' structure which the agency expects
will make support from these entities less likely. Notably,
around 50% of ACF's capital is owned by institutions that are
subject to restructuring according to the Memorandum of
Understanding agreed between Spain and the Eurogroup last July
2012. In addition, another significant part of the capital was
owned by savings banks that stronger peers have since acquired,
and whose investment commitments in ACF and willingness to
support this entity are subject to uncertainty, in Moody's view.

Rationale for the Negative Outlook

The negative outlook reflects Moody's view that the rating of ACF
is more exposed to negative rating pressure than to potentially
positive developments. ACF will remain exposed to an adverse
operating environment, and subject to intense competition from
larger capital markets firms in a market offering limited growth
opportunities, which could exert further downward pressure in
revenues and profitability and in consequence in ACF ratings.

What Could Change the Ratings Up/Down

An upgrade of ACF's issuer ratings is unlikely given its negative
outlook. However, upward pressure on the rating could be driven
by (1) a significant improvement in Spain's operating
environment; (2) an improvement in ACF's franchise value
following a strengthening of its customer base with increased
geographical diversification; and/or (3) its merger with a
stronger peer.

Further downward pressure on rating might develop following (1)
an erosion in its role as provider of capital market services in
Spain; (2) a change in ACF's risk profile, whereby it assumes
increased market or credit risks to boost earnings; or (3)
additional pressure on its profitability or capitalization
arising from the negative operating environment.

Principal Methodology

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.

Headquartered in Madrid, Spain, ACF had total unaudited
consolidated assets of EUR1.4 billion as of December 31, 2012.


BANCO DE SABADELL: S&P Affirms 'BB/B' Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB/B' long- and short-term counterparty credit ratings on
Spain's Banco de Sabadell S.A.  The outlook remains negative.

The rating action follows Banco de Sabadell's announcement that
it is acquiring Banco Gallego from the Fondo Restructuracion
Ordenada Bancaria (FROB; the bank recapitalization fund of the
Spanish government).

The affirmation reflects S&P's view that the acquisition will
have a limited effect on Banco de Sabadell's business and
financial profiles.  This is primarily due to Banco Gallego's
small size--its total assets only represented a modest 2.5% of
Banco de Sabadell's asset base as of the end of 2012.  In
addition, S&P notes that in 2012 Banco Gallego transferred the
bulk of its exposure to the real estate sector (both loans and
foreclosed assets) to the Sociedad de Gestion de Activos
Procedentes de la Reestructuracion Bancaria (SAREB).

Moreover, according to the terms of the transaction, the FROB
will inject EUR245 million of fresh capital into Banco Gallego
before the transfer to Banco de Sabadell takes place.  In S&P's
view, this should help to cover the likely losses on Banco
Gallego's remaining credit risk exposures.  S&P therefore
believes that the terms of the transaction mitigate the risk of
unexpected losses on the acquired assets.  As a result of the
modest size and terms of the transaction, S&P estimates that the
impact on its risk-adjusted capital (RAC) ratio for Banco de
Sabadell is unlikely to exceed 10 basis points.

S&P also considers that the impact of the transaction on Banco de
Sabadell's funding profile will be manageable, as, following the
transfer to SAREB of assets related to the real estate sector,
S&P estimates that Banco Gallego's deposits will almost cover its
loans.

Although the acquisition should enhance Banco de Sabadell's
position in the Galicia region, S&P considers that it will have
only a marginal effect on the bank's overall business position.

The negative outlook on Banco de Sabadell primarily mirrors that
on the long-term rating on Spain.  A negative rating action on
Spain would likely trigger a similar action on the bank because,
everything else being equal, S&P would no longer incorporate a
one-notch uplift for extraordinary government support.

The negative outlook also reflects the possibility that S&P could
downgrade Banco de Sabadell if S&P revised downward its
assessment of the bank's stand-alone credit profile (SACP).  This
could occur if S&P saw that:

   -- The operating environment in Spain became more difficult
      than S&P currently anticipates;

   -- The bank's internal capital generation was undermined by
      significant credit losses and/or revenue decline, leading
      to a RAC ratio below 3%;

   -- Sabadell's asset quality during the current downturn was
      weaker than S&P expects, or if it thought the bank was
      unable to manage the execution risks arising from recent
      acquisitions, most notably the integration of Banco CAM;

   -- The bank was unable to rebalance its funding structure and
      significantly reduce its high reliance on funding from the
      European Central Bank (ECB).  This would mean that, by the
      time the ECB's long-term refinancing operations (LTROs)
      expire, Sabadell would likely show a comparatively high
      reliance on short-term central bank funding; or

   -- S&P perceived the bank's continued acquisitive growth
      strategy increased its risk profile, particularly if
      Sabadell were to undertake additional meaningful
      acquisitions that in S&P's view weaken its
creditworthiness.

S&P currently views an outlook revision to stable as unlikely in
the next 12-18 months.  S&P could revise the outlook to stable if
it revise its outlook on Spain to stable, if economic and
operating conditions in Spain improve, and if Banco de Sabadell
preserves its financial profile through the downturn.


BBVA LEASING: Moody's Affirms 'C' Rating on Class C Notes
---------------------------------------------------------
Moody's Investors Service downgraded the notes issued by Im Grupo
Banco Popular Leasing 2, FTA (Im GPB Leasing 2). At the same
time, the rating agency confirmed the Baa3 (sf) ratings of the
senior notes and affirmed the respective Ca (sf) and C (sf)
ratings of the mezzanine and junior notes issued by BBVA Leasing
1, FTA (BBVA Leasing 1). While increased counterparty risk
primarily triggered the downgrade action on Im GBP Leasing 2, the
credit enhancement levels of BBVA Leasing 1 are sufficient to
protect against sovereign and counterparty risk, which resulted
in the rating confirmation and affirmations of the notes.

The rating action concludes the review for downgrade initiated by
Moody's on July 2, 2012. These transactions are Spanish asset-
backed securities transactions (ABS) backed by leases to small
and medium-sized enterprises (SMEs) originated by Banco Popular
Espanol S.A (Banco Popular, Ba1 review for downgrade/NP) for Im
GPB Leasing 2 and by Banco Bilbao Vizcay Argentaria, S.A (BBVA,
Baa3/ P-3) for BBVA Leasing 1.

Ratings Rationale:

These confirmations of the Baa3 (sf) ratings on the senior notes
issued by BBVA Leasing 1 primarily reflect the availability of
sufficient credit enhancement to address sovereign and increased
counterparty risk. The introduction of new adjustments to Moody's
modeling assumptions, which account for the effect of
deterioration in sovereign creditworthiness; the revision of key
collateral assumptions; and the increased counterparty exposure
have had no negative effect on the ratings of all classes of
notes in BBVA Leasing 1. The Class A1 and A2 notes benefit from a
credit enhancement equal to 22.5% in the form of subordination.

Conversely, these downgrades, which reflect increased
counterparty risk for Im GPB Leasing 2, come despite the
significant level of credit enhancement for the Class A and Class
B notes (67.7% and 38.9%, respectively) largely mitigating
sovereign risk. Indeed, the credit enhancement is partially or
entirely (for Class B) in the form a reserve fund (38.9%) held at
Banco Santander S.A. (Baa2/ P-2). Therefore, the ratings of the
notes, in particular the Class B notes, are strongly linked to
Banco Santander's rating. In addition, in ABS lease transactions,
Moody's assumes that the recovery rate will fall significantly
(to 15%) upon default of the originator. Legal uncertainty on the
rights of the special purpose vehicle (SPV) to recover amounts on
the lease contracts upon originator default drives this
assumption. This feature creates additional linkage between the
ratings of the notes and the rating of the originator, Banco
Popular.

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

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

- Moody's Revises Key Collateral Assumptions

Moody's maintained its default and recovery rate assumptions for
this transaction, which it updated on 18 December 2012. According
to the updated methodology, Moody's increased the CoV, which is a
measure of volatility.

In Im GBP Leasing 2, the current default assumption is 12.0% of
the current portfolio and the assumption for the fixed recovery
rate is 50%. Moody's has increased the CoV to 76.6% from 43.9%,
which, combined with the revised key collateral assumptions,
corresponds to a portfolio credit enhancement of 20.0%.

In BBVA Leasing 1, the current default assumption is 14.7% of the
current portfolio and the assumption for the fixed recovery rate
is 30.0%. Moody's has increased the CoV to 57.2% from 35.0%,
which, combined with the revised key collateral assumptions,
corresponds to a portfolio credit enhancement of 27.7%.

- Moody's Has Considered Exposure to Counterparty Risk

The conclusion of Moody's rating review takes into consideration
the increased exposure to commingling due to weakened
counterparty creditworthiness.

In Im GBP Leasing 2, Banco Popular acts as servicer and paying
agent. The collected amounts are transferred daily from the
collection account bank to the issuer account bank at Banco
Santander.

In BBVA Leasing 1, BBVA acts as servicer and transfers
collections daily to the issuer account bank held in its own
book.

For both transactions, Moody's has incorporated into its analysis
the potential default of the servicer and of the issuer account
bank, which could expose the transactions to a commingling loss.
This loss could be particularly significant in Im GPB Leasing 2
as the reserve fund represents 38.9% of the notes and the
transaction is repaying on a semi-annual basis.

In BBVA Leasing 1, BBVA acts as swap counterparty. The swap
counterparty covers the servicing fees, the coupons on the notes
and guarantees a 65 basis point excess spread to the transaction.
The rating of the notes is currently not affected by the rating
of the counterparty.

In Im GBP Leasing 2, there is no swap in place. As part of its
analysis, Moody's took into account the interest rate risk as the
deal is exposed to both basis risk and fixed-floating risk.

- Other Developments May Negatively Affect the Notes

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

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

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

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the inverse normal 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 for each tranche is the sum product of the
probability of occurrence of each default scenario and 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, for BBVA Leasing 1, the inputs for the
notes coupon have been corrected during the review.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating CDOs of SMEs in Europe", published in February
2007.

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

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

List of Affected Ratings:

Issuer: BBVA Leasing 1, FTA

EUR750M A1 Notes, Confirmed at Baa3 (sf); previously on Jul 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

EUR1606.2M A2 Notes, Confirmed at Baa3 (sf); previously on Jul 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

EUR82.5M B Notes, Affirmed Ca (sf); previously on Mar 22, 2010
Downgraded to Ca (sf)

EUR61.3M C Notes, Affirmed C (sf); previously on Mar 22, 2010
Downgraded to C (sf)

Issuer: IM GRUPO BANCO POPULAR LEASING 2, FTA

EUR1275M A Notes, Downgraded to Baa1 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Remained On Review for Possible
Downgrade

EUR225M B Notes, Downgraded to Baa2 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade


SANTANDER EMPRESAS 2: Moody's Lifts Rating on Cl. E Notes to B1
---------------------------------------------------------------
Moody's Investors Service has downgraded by one notch to Ba1 the
rating of the Class C notes issued by SANTANDER EMPRESAS 3, FTA
and upgraded to B1 the Class C notes issued by SANTANDER EMPRESAS
2, FTA. At the same time, the rating agency confirmed the
remaining notes in the two transactions that it had placed on
review for downgrade on July 2, 2012.

These upgrade and confirmations reflect sufficient credit
enhancement on the back of deleveraging, which enables the notes
to address sovereign risk and exposure to counterparty risk. The
downgrade reflects concentration risk in this portfolio.

The rating action concludes the review for downgrade initiated by
Moody's on July 2, 2012, following Moody's downgrade of Spanish
government bond ratings to Baa3 from A3 on 13 June 2012. Both
affected transactions are Spanish asset-backed securities (ABS)
transactions primarily backed by loans to small and medium-sized
enterprises (SME). However, the pools also include a sizeable
proportion of loans to large companies. Banco Santander, S.A.
(Santander, Baa2 /P-2) originated the transactions.

Ratings Rationale

The upgrade and confirmation of most tranches in both
transactions reflects the presence of adequate credit enhancement
to address sovereign risk. The introduction of new adjustments to
Moody's modeling assumptions to account for the effect of
deterioration in sovereign creditworthiness has, to varying
degrees, affected all of the Spanish SME ABS included in the
rating action. This action also reflects the revision of key
collateral assumptions and increased exposure to low rated
counterparties. Moody's confirmed or upgraded the ratings of
securities whose credit enhancement and structural features
provided enough protection against sovereign and counterparty
risk.

The downgrade reflects the portfolios' exposure to concentration
risk. The high proportion of loans to large companies in the
pools increases borrower concentration in the two portfolios.
Currently, the top five borrowers account for 29.6% and 10.5% of
the total portfolio of SANTANDER EMPRESAS 2 and SANTANDER
EMPRESAS 3, respectively.

The determination of the applicable credit enhancement that
drives these rating actions reflect 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. The portfolio credit enhancement represents the required
credit enhancement under the senior tranche for it to achieve the
country ceiling. By lowering the maximum achievable rating, the
revised methodology alters the loss distribution curve and
implies an increased probability of high loss scenarios.

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

- Moody's Revises Key Collateral Assumptions

Moody's maintained its default and recovery rate assumptions for
both transactions, which it updated on December 18, 2012.
According to the updated methodology, Moody's increased the CoV,
which is a measure of volatility, in both transactions.

For SANTANDER EMPRESAS 2, the current default assumption is 11.5%
of the current portfolio and the assumption for the fixed
recovery rate is 35.0%. Moody's has increased the CoV to 77.9%
from 50.0%, which, combined with the revised key collateral
assumptions, resulted in a portfolio credit enhancement of 21.6%.

For SANTANDER EMPRESAS 3, the current default assumption is 12.5%
of the current portfolio and the assumption for the fixed
recovery rate is 40.0%. Moody's has increased the CoV to 74.9%
from 60%, which, combined with the revised key collateral
assumptions, resulted in a portfolio credit enhancement of 21.5%.

- Counterparty Exposure Risk

The conclusion of Moody's rating review also takes into
consideration exposure to 1) Santander, which acts as the
servicer, swap counterparty and collection account bank in both
transactions; and 2) Santander UK PLC (A2/P-1), which acts as
issuer account bank for both transactions.

The rating action incorporates increased exposure to commingling
risk with Santander. In its role as servicer for both
transactions, Santander transfers the collections from the
portfolio within two days from the collection account to
Santander UK accounts.

As part of its analysis, Moody's also assessed the exposure to
Santander as swap counterparty for both deals. The
revised/confirmed ratings of the notes are consistent with this
exposure.

- Other Developments May Negatively Affect the Notes

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

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

Moody's describes additional factors that may affect the ratings
in its Rating Methodology, "The Temporary Use of Cash in
Structured Finance Transactions: Eligible Investment and Bank
Guidelines", March 18, 2013; and the Request for Comment,
"Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment",
July 2, 2012.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios, which Moody's then weights
considering the probabilities of the inverse-normal 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 for each tranche is the sum product of the
probability of occurrence of each default scenario; and the loss
derived from the cash flow model in each default scenario for
each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios. In the context of the rating review, Moody's has
remodeled the transactions and adjusted a number of inputs to
reflect the new approach. In addition, during its review the
rating agency corrected the spread inputs for the affected notes
in these two transactions.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating CDOs of SMEs in Europe", published in February
2007.

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

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

List of Affected Ratings:

Issuer: Fondo de Titulizacion de Activos SANTANDER EMPRESAS 2

EUR1365M A2 Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR84.1M B Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR62.3M C Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR59.5M D Notes, Confirmed at Ba2 (sf); previously on Jul 2,
2012 Ba2 (sf) Placed Under Review for Possible Downgrade

EUR29M E Notes, Upgraded to B1 (sf); previously on Mar 30, 2010
Downgraded to Caa1 (sf)

Issuer: Fondo de Titulizacion de Activos, SANTANDER EMPRESAS 3

EUR1800M A2 Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR627.5M A3 Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR39.7M B Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR117.3M C Notes, Downgraded to Ba1 (sf); previously on Jul 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

EUR70M D Notes, Confirmed at B3 (sf); previously on Jul 2, 2012
B3 (sf) Placed Under Review for Possible Downgrade


* SPAIN: Fitch Says Corporates Unlikely to Issue Preferred Shares
-----------------------------------------------------------------
Spanish corporates are unlikely to issue preferred shares in the
medium term due to investors' losses in similar instruments
issued by the country's banks, Fitch Ratings says. The recent
decision by Gas Natural to repurchase perpetual preferred shares
issued in 2003, and a similar move by Telefonica, suggests that
corporates may no longer want to be associated with the products'
bad reputation. Repsol said it wants to swap its preferred shares
with an instrument that would not dilute existing shareholders,
but this is still in planning.

European issuance of hybrid instruments increased significantly
recently due to attractive market conditions. These instruments
can give corporates flexibility and they can receive up to 100%
equity credit in our assessment given certain features, reducing
leverage ratios and improving credit profiles.

"While Spanish corporates are likely to avoid issuing preferred
shares, they may be more willing to issue other types of hybrid
instruments, including convertible or subordinated bonds. While
hybrid issuance can provide the flexibility to defer interest
payments in difficult times, we believe that effect is self-
limiting as a larger proportion of hybrids in the capital
structure would increase the pressure on issuers not to defer,
because more stakeholders would be affected. Hybrid issuance is
also, therefore, unlikely to drive a rating upgrade, especially
as deferrable coupon payments are equivalent to only a small part
of funds from operations," Fitch says.

"The sale of preference shares and subordinated debt by Spanish
banks to retail customers has created a furore, as some of them
are subject to bail-in as part of the deal between Spain and
international authorities to recapitalize certain banks. We
estimate that around EUR15 billion in preference shares and
subordinated debt could be subject to burden sharing, but a
portion of retail investors are seeking to be compensated for
their losses through arbitrage procedures based on conduct
allegations. Some banks have offered voluntary exchanges of these
instruments into shares or mandatory convertible bonds."



===========
S W E D E N
===========


SELENA OIL: Creditor Suspends Bankruptcy Petition
-------------------------------------------------
A creditor has suspended a bankruptcy petition at the district
court of Stockholm for Selena Oil & Gas AB, a subsidiary of
Selena Oil & Gas Holding AB.

The bankruptcy petition filed at the district court of Stockholm
was suspended on the basis of settlement agreement between the
wholly owned subsidiary Selena Oil & Gas AB and the creditor.
The bankruptcy petition will be fully withdrawn by the creditor
by May 20, 2013 subject to the final settlement according the
signed agreement.

Selena Oil & Gas Holding AB, formerly Emitor Holding AB, is
engaged in the production and transportation of oil and gas in
the Volga-Ural region in the Russian Federation, including Perm
and Udmurtia.  The company is listed on NASDAQ OMX First North
Premier in Stockholm under the ticker SOGH.  Mangold
Fondkommission is the company's Certified Adviser and liquidity
provider.



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


LUSCHER: Files for Bankruptcy; In Rescue Talks
----------------------------------------------
PrintWeek reports that Luscher has gone bankrupt.

The company requested bankruptcy proceedings with the Swiss
authorities on April 22, PrintWeek relates.

According to PrintWeek, the company cited a number of factors
behind its fall, including "massive downturn" in the printing
industry, a drop-off in orders over the past nine months, and the
negative effects of the strong Swiss franc.

Luscher is currently in discussions that could result in all or
part of the business being saved, with Heidelberg tipped as a
possible rescue partner, PrintWeek discloses.

"It all depends on which investor it is, some have an interest in
the whole company," PrintWeek quotes chief technology officer
Peter Berner as saying.

Luscher is a Swiss CTP system manufacturer.  The firm employs 59
staff in Switzerland.



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


COUNTYROUTE PLC: S&P Lowers Rating on GBP88-Mil. Loan to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered to 'B+'
from 'BB-' its long-term issue rating on the GBP88 million senior
secured bank loan, due 2026, issued by U.K.-based concessionaire
CountyRoute (A130) PLC (CountyRoute).  At the same time, S&P
removed the issue rating on the senior secured loan from
CreditWatch, where it placed it with negative implications on
Jan. 11, 2013.  The outlook is negative.  The recovery rating on
the senior secured bank loan is unchanged at '3', reflecting
S&P's expectation of meaningful (50percent-70percent) recovery of
principal in the event of a default.

In addition, S&P is keeping its 'B-' long-term issue rating on
the GBP5.5 million subordinated secured mezzanine bank loan, also
due 2026 and issued by CountyRoute, on CreditWatch, where it
placed it with negative implications on Jan. 11, 2013.  The
recovery rating on the subordinated secured mezzanine loan is
unchanged at '6', reflecting S&P's expectation of negligible (0
percent-10 percent) recovery of principal in the event of a
default.

The rating actions follow S&P's analysis of the likely effect on
CountyRoute's annual debt service coverage ratios (ADSCRs) and
liquidity of the revision to its forecast of major maintenance
expenditure, together with the effect of continuing weak traffic
volume growth on the A130 road.

CountyRoute's revision of its forecast of major maintenance
expenditure requirements follows analysis by the project's
technical adviser on the condition of the current road surface
and its likely deterioration rate.

The reprofiling of CountyRoute's forecast major maintenance
expenditure is still under way.  However, it is S&P's view that
the likely outcome of this process will be negative both for the
project's ADSCRs and its liquidity.

In addition, the trend in traffic volumes on the A130 road
continues to be negative through the first quarter of 2013.  For
the year to the end of March 2013, total traffic volumes were
down by 2.3 percent for the northern section of the project road
and by 1.5 percent for the southern section, compared with the
same period in 2012.  However, at least some of this decline in
traffic was caused by continuing road works (not related to the
project) adjoining the southern end of the road.

CountyRoute is a special-purpose, bankruptcy-remote entity wholly
owned by John Laing Infrastructure Ltd. (not rated).  Under a 30-
year concession granted by Essex County Council in 1999,
CountyRoute operates the A130, a 15-kilometer road from
Chelmsford to Basildon in southeastern England.  The road's
construction was completed in 2003.  The present financing was
executed in 2004 to refinance the original debt package after
actual traffic volumes were 25 percent lower than the original
forecast.

The negative outlook on the senior secured debt rating reflects
S&P's view of the potential effect of an upward revision of
future major maintenance expenditure, and the current weak growth
trends in traffic volume on the road.

S&P could lower the rating if the amount of major maintenance
expenditure forecast is higher than currently indicated,
resulting in a further decline in the project's forecast ADSCRs
and liquidity.  A similar outcome could result if the future
development of traffic volumes is worse than S&P anticipates.

S&P could take a positive rating action if the forecast financial
profile of the project were to improve.  This could occur, for
example, if the original construction contractor were to accept
partial or full responsibility for the rectification of the
underlying road defects, or if traffic volumes were to grow
faster than S&P forecasts.  However, S&P currently views such a
situation as less likely.

The ongoing CreditWatch negative placement on the subordinated
debt rating reflects S&P's view of the potential for a lock-up on
future payments resulting from a requirement to fund future major
maintenance expenditure, or from continued traffic
underperformance.

S&P would lower the subordinated debt rating, potentially by more
than one notch, if CountyRoute's updated projected ADSCRs
indicate an increased likelihood of a payment lock-up, or should
the current weak traffic volume growth persist.

Alternatively, S&P could remove from CreditWatch and affirm the
subordinated debt rating if the updated forecast ADSCRs and
liquidity remain substantially in line with S&P's projections.


DUNFERMLINE ATHLETIC: Face Sanctions for Administration
-------------------------------------------------------
sport.stv.tv News reports that Dunfermline Athletic have been
issued with a notice of complaint by the Scottish Football
Association for going into administration.

The First Division club faces a range of sanctions from the
governing body after BDO were appointed as administrators at East
End Park late in March, according to sport.stv.tv.

The report relates that the Pars are accused of breaching
Scottish FA disciplinary rule 14, which warns membership to play
football in Scotland could be suspended or terminated if a club
suffers an "insolvency event".

Dunfermline Athletic could also be hit with a fine, banned from
registering players, and/or prevented from participating in the
Scottish Cup, the report notes.

sport.stv.tv News relates that the club have already been
excluded from the Scottish Cup until further notice until they
settle a debt to Hamilton Academical for gate money owed from
their fixture in this season's competition.

Dunfermline has been given until Monday, April 29 to reply to the
notice ahead of a hearing at Hampden on Thursday, May 9.

The Scottish Football League has already docked the Pars 15
points for going into administration, sport.stv.tv News says.


FAT CAT CAFE: In Administration, Cuts 10 Jobs
---------------------------------------------
Leicestershire & Mercury News reports that Derby-based Fat Cat
Cafe Bars and Fat Cat Restaurants fell into administration
cutting 10 jobs have been lost and another 20 are at risk after a
company, which owns a bar and pub in Leicestershire went into
administration.

The companies operate a chain of 11 bars and gastropubs including
The Fat Cat Cafe Bar in Belvoir Street, Leicester and The Crown
Inn at Anstey which has been shut, according to Leicestershire &
Mercury News.

The report notes that the Leicester establishment, which is
continuing to trade, is among six outlets which the
administrators are hoping to sell.

In total, five outlets have been shut nationally, the report
relates.

"The companies have been adversely affected by poor trading at a
few of their outlets. . . . We believe that those bars continuing
are successful performers and we already have significant
interest in them continuing as a going concern," the report
quoted joint administrator Tyrone Courtman, head of restructuring
at Cooper Parry in Leicester, as saying.


GE CAPITAL: Poor Performance Cues Moody's to Cut Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded GE Capital Interbanca's
(GECI) long-term deposit rating to B2 from Baa2, and the bank's
standalone bank financial strength rating (BFSR) to E, equivalent
to a caa2 standalone credit assessment, from D/ba2. The short-
term deposit rating was downgraded to Not Prime from Prime-2.

Moody's stated that the downgrade of the standalone rating
reflected the bank's significantly weakened credit fundamentals,
particularly its profitability, efficiency and asset quality. The
downgrade of the long-term deposit rating, which continues to
benefit from parental support from General Electric Capital
Corporation (GECC, rated A1 stable), is a result of the downgrade
of GECI's standalone rating.

The outlook on the long-term deposit rating is negative, and this
rating action concludes the review for downgrade on GECI's
ratings initiated on December 5, 2012.

Ratings Rationale:

Moody's says that the downgrade of the BCA to caa2 takes into
account GECI's (i) continuing lack of operating profitability and
efficiency, (ii) exacerbated further by poor and deteriorating
asset quality, and (iii) given the high cost of funds in the
retail and wholesale markets, the increasing dependence on its
parent, GECC, for funding. Moody's believes that the challenging
operating environment in Italy will hinder the bank's efforts to
turn around its weak credit fundamentals. The bank's deposit
rating benefits from a high expectation of support from GECC,
which results in a three-notch uplift to B2.

According to Moody's own calculations, the bank's posted a pre-
provision loss of EUR10 million driven by a decline in net
interest income from EUR89 million to EUR79 million while
administrative expenses increased to EUR52 million from EUR38
million. Although the bank is making efforts to reduce its cost
base, operating income is unlikely to improve within the next 12
months. In addition, impairments will likely remain elevated
given the poor quality of the bank's pre-acquisition portfolio.
In 2012, the bank posted a net income loss of EUR169 million
mainly driven by an substantial increase in loan loss provisions.
GECI reported a pre-tax loss of EUR215 m in 2012 compared to a
pre-tax loss of EUR44 m in 2011. Consequently, Moody's believes
that it will be difficult for the bank to improve its
profitability metrics and therefore, generate capital organically
over a medium term time horizon.

GECI's problem loan* ratio increased to 19.7% in 2012 from 17% in
2011 partly due to additional deleveraging of the loan portfolio
(gross loans have declined by 13% (EUR726 million) over the last
two years). A significant proportion of problem loans was
generated prior the bank's acquisition by GECC, but it will
likely take some further time before this portfolio has run-off
completely. However, the bank maintains a high coverage of non-
performing loans ratio at 73.9%, which is significantly higher
than the Italian average.

Despite the 2012's losses, the bank was able to maintain its tier
1 ratio (14.2% at December 2012) well above the system's average
due to a significant reduction in risk weighted assets and the
integration of GECC's leasing (including fleet management) and
factoring business in Italy, which included additional capital.
However, GECI's level of capital will likely face some downward
pressure, driven by further losses in 2013 as the asset quality
from the pre-acquisition portfolio continues to deteriorate.

Moody's has a high expectation of support from GECC, which
results in a three-notch uplift from the standalone BCA of caa2
to the deposit rating of B2.

The outlook on the long-term deposit rating is negative,
reflecting the challenges that GECI will face in 2013 and 2014 in
the current challenging operating environment, which could result
in the standalone rating of caa2 becoming more lowly positioned
within the EBFSR category.

What Could Move The Rating -- Up/Down

At present, there is no upwards pressure on the ratings given the
negative outlook. However, downward pressure would be exerted on
GECI's ratings following (i) greater-than-expected deterioration
in its risk-absorption capacity and a depletion of its capital
levels; (ii) a further weakening of its asset quality ratios and;
(iii) a reduction in the parent's commitment to GECI, or a
downgrade of the parent's A1 rating.

* Problem loans include non-performing ("sofferenze"), watchlist
   ("incagli", including only an estimate of those over 90 days
   overdue), restructured ("ristrutturati") and past due loans
   ("scaduti").

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


HARLEQUIN PROPERTY: Applies to Go Into Administration
-----------------------------------------------------
Echo News reports that South Essex multi-million pound Caribbean
investment firm Harlequin Property has applied for its sales arm
to go into administration.

The business run by the Ames family from Wickford blames negative
publicity on the decision, which it said could still secure
clients' investments, according to Echo News.

The report relates that the firm, which is promoted by big name
sports celebrities lodged an intention to appoint administrators
for Harlequin Management Services (South East) Limited, of
Honywood Road, Basildon, at the High Court in London.

A statement signed by director Carole Ames, of Brock Hill,
Wickford, said: "The company is or is likely to become unable to
pay its debts," the report notes.

Ms. Ames, the report relates, intends to appoint London
accountants Shipleys LLP as administrators.

Echo News says that it has prompted fears over the future of at
least 6,000 investor's deposits, many paid through personal
pensions, and around 40 jobs at the Basildon head office.

The report discloses that Harlequin Property has taken more than
GBP300million in deposits from at least 6,000 investors for off
plan luxury holiday accommodation across the Caribbean since
2006.

However, the report notes it has so far built just around 300 of
the thousands of properties and is being investigated by Essex
Police, the Serious Fraud Office and Financial Services
Authority.

The move comes after around 40 investors served statutory demands
on the firm for monies owed to them which could have lead to a
winding up petition if left unpaid, Echo News relays.

Harlequin maintains its Caribbean-registered firms run by the
Ames family, which own and plan to build the resorts, will
continue, the report adds.


ICETECH FREEZERS: In Liquidation; More Than 100 Jobs at Risk
------------------------------------------------------------
Stuart Findlay at The Press and Journal reports that Icetech
Freezers went into liquidation on Tuesday, putting more than 100
jobs in Caithness at risk.

Icetech Freezers were producing 160,000 appliances a year at
their Castletown site, the Press and Journal says, citing the
company's Web site.

The firm was formerly known as Norfrost before it was bought out
of administration in 2005, the Press and Journal notes.


NEMUS II: S&P Lowers Ratings on Two Note Classes to 'B-'
--------------------------------------------------------
Standard & Poor's Rating Services lowered its credit ratings on
the class A, E, and F commercial mortgage-backed securities
(CMBS) issued by NEMUS II (Arden) PLC.  At the same time, S&P
affirmed its ratings on the class B, C, and D notes and removed
all classes of notes from CreditWatch negative, where they had
been placed on Dec. 6, 2012.

The rating actions result from S&P's review of the three
remaining underlying loans.  Although the property cash flows for
these loans have been relatively stable since issuance, S&P
anticipates that loan recoveries may come under further pressure
if the refinancing environment continues to be difficult.

S&P assumed in its analysis that the servicer--CB Richard Ellis
Loan Servicing (CBRELS)--and the B-lenders, when relevant, would
take advantage of the tail period that ends in February 2020, if
necessary, to work out loans in default to maximize recoveries.
S&P also assumed that in a work-out scenario, CBRELS would divert
any amounts due to the B-lenders if the borrowers did not repay
their loans at maturity; this would eventually reduce the
issuer's exposure to principal losses.

             KIRKGLADE LOAN (70.4 PERCENT OF THE POOL)

This loan is secured against an office property near Victoria, in
London.  It is the largest loan in the loan pool, accounting for
70% of the securitized balance.  The property has nine tenants
but most of the rental income comes from the John Lewis
Partnership, which has a long lease until at least 2031 (when it
has an option to break the lease).  CBRELS has kept the loan on
its watchlist, despite a revaluation of the property at GBP175
million in 2012. After the revaluation, the securitized loan-to-
value (LTV) ratio stood at 72.6% and the whole-loan LTV ratio was
83.8%.  The loan matures in October 2013 and has an option to
extend to 2016, should no event of default occur.  In S&P's
opinion, although the upcoming loan maturity increases
refinancing risk, the prime nature of the asset and security of
income means that principal losses on this loan are unlikely.

FERN TRUSTEE 1 AND FERN TRUSTEE 2 LOAN (22.9 PERCENT OF THE
POOL)

This loan is secured against a refurbished office property in
Glasgow, Scotland.  The property has three tenants, of which
Network Rail Infrastructure and Transport Scotland generate about
94% of the rental income under leases that expire in 2024 and
2021, respectively.

CBRELS placed the loan on its watchlist when the April 2009
revaluation of the property caused the LTV ratio to rise above
85.5 percent, breaching the LTV ratio covenant.  The breach has
continued because the property's value has since decreased
further; it was revalued in June 2012 at GBP40 million.
Consequently, the servicer is holding surplus rental income in an
escrow account.  The reported securitized-loan LTV ratio
currently stands at 103% and the whole-loan has a final maturity
date of October 2013.  On April 16, 2013, the servicer sent S&P a
special notice stating that the loan has been transferred into
special servicing as a result of a continued LTV breach.
Information relating to construction defects with the property,
could, in S&P's opinion, have an effect on the borrower's ability
to repay the loan at maturity.  S&P considers that refinancing
risk has increased on this loan and that principal losses could
occur as a result of the stated defects and associated remedial
costs.

        CARLTON HOUSE INVESTMENTS (6.61 PERCENT OF THE POOL)

Secured against three mixed-use commercial properties in Sutton
Coldfield, near Birmingham, the Carlton House loan is the
smallest loan in the pool.  CBRELS transferred the loan into
special servicing in December 2008.  At that time, Woolworths--
one of the tenants--became insolvent, meaning that there were
insufficient funds to make amortization payments.  Since then,
the borrower has re-let most of the vacated spaces--vacancies
stand at 4.5%.  As of the most recent valuation in April 2012,
the reported securitized-loan LTV ratio is 106.9%, which is in
breach of the LTV ratio covenant of 85.0%.  The loan has a final
maturity date of October 2014.  In S&P's opinion, because of the
secondary nature of the assets and the continued downward
pressure on rental growth and value, both the refinancing and the
credit risk have increased on this loan.  S&P expects to see
principal losses on this loan.

Taking into account S&P's view of the loans, it considers that
the risks of refinancing difficulties and principal losses have
increased.  Consequently, S&P considers that the class A, E, and
F notes' creditworthiness has deteriorated below the level S&P
expects at the current rating levels.  Therefore, S&P has
downgraded them and removed them from CreditWatch negative.

At closing in December 2006, NEMUS II (Arden) acquired six loans
secured by 22 properties in the U.K.  Since closing, three loans
have paid down.  The current note balance is GBP180 million (down
from GBp260 million at closing).

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class     Rating             Rating
          To                 From

NEMUS II (Arden) PLC
GBP260.87 Million Commercial Mortgage-Backed Floating-Rate Notes
Ratings Lowered and Removed From CreditWatch Negative

A         A (sf)             AA- (sf)/Watch Neg
E         B- (sf)            BB- (sf)/Watch Neg
F         B- (sf)            BB- (sf)/Watch Neg

Ratings Removed From CreditWatch Negative and Affirmed

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


PENDRAGON PLC: S&P Assigns 'B+' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
long-term corporate credit rating to U.K.-based auto-retailer
Pendragon PLC.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
proposed GBP175 million senior secured notes to be issued by
Pendragon.  The notes have a recovery rating of '4', indicating
S&P's expectation of average (30percent-50percent) recovery in
the event of a payment default.  The issue and recovery ratings
are subject to S&P's review of final documentation.

The ratings on Pendragon reflect S&P's expectation that the
company will complete its proposed refinancing over the coming
weeks, in accordance with the draft documentation the company has
made available to S&P.

The ratings on Pendragon reflect S&P's view of its "weak"
business risk profile and "aggressive" financial risk profile,
according to our criteria.  In S&P's opinion, the group's leading
position in the U.K. market and brand-diversified revenue stream
only partly offset the pressure on its profitability from the
limited revenue growth and free cash flow generation that S&P
foresees for the next two years.  The group's high-margin
aftermarket operations (encompassing service and repair after the
sale of the auto to the consumer) contributed 39percent of total
gross profit in 2012.  This supports the company's business
profile, in S&P's view, because of the relative stability of the
earnings these operations generate.

Pendragon is a leading auto retailer in the highly competitive
U.K. market.  S&P believes that market conditions are likely to
remain soft in the near term owing to the weak economy and low
consumer confidence in the U.K.  S&P anticipates that the U.K.'s
GDP will grow by a weak 0.6percent in 2013 and slightly more than
1percent in 2014.  S&P also expects the unemployment rate to
remain at 8 percent-8.5 percent, close to a cyclical peak,
through 2014.  Against this backdrop, S&P believes that new car
sales will remain depressed, at about 2 million units in 2013,
compared with a historical average of 2.5 million units per year
throughout 2002-2007. Marketing information services company LMC
Automotive forecasts that new car registrations in the U.K. in
2013 will remain around the same level as in 2012, following
5percent year-on-year growth last year.

S&P forecasts that by Dec. 31, 2013, Pendragon's total debt,
after S&P's adjustments, will be about GBP625 million.  S&P
includes in this number about GBP48 million of unfunded pension
liabilities reported as of Dec. 31, 2012.  This encompasses the
GBP33.8 million central asset reserve set up as part of the
agreement with the U.K. pension trustees in 2011, which is
accounted for as a pension asset in the reported accounts.
Operating lease adjustment of about GBP384 million is another
major part of S&P's debt calculation.  S&P do not include stock
financing lines in its adjusted debt calculation.

S&P estimates that Pendragon will maintain revenues of about
GBP3.8 billion to GBP4.0 billion over the next 24 months.  At the
same time, S&P anticipates that the company will be able to
maintain its EBITDA margin at a stable level of about 3.2 percent
over the same period on a fully Standard & Poor's-adjusted basis.
S&P forecasts that Pendragon's funds from operations (FFO) will
remain largely flat in the near term, in line with the fully
adjusted GBP89 million posted in 2012.

In S&P's opinion, Pendragon's ability to generate free operating
cash flow (FOCF) will continue to benefit from the aggressive
cost-saving program that the company completed in previous years.
S&P maintains its view that the flexibility of Pendragon's
capital expenditures (capex) is supportive of its cash generation
and S&P believes that the FOCF, although negative, will likely be
offset by the ongoing proceeds from Pendragon's own and contract
hire vehicles disposal in 2013.

S&P believes that Pendragon will be able to counterbalance the
weakness in earnings from the soft market for new car sales by
developing aftermarket initiatives and increasing its penetration
in the used-car market.  In S&P's opinion, this will allow
Pendragon to maintain credit metrics within the range that S&P
deems commensurate with its 'B+' rating.  Specifically, S&P
anticipates that Pendragon will be able to maintain fully
adjusted debt to EBITDA of less than 6x in the coming 24 months.

"The stable outlook reflects our view that Pendragon's leading
market positions and cost control should allow the group to
maintain stable credit quality in the somewhat soft market
environment for new and used auto sales that we forecast for the
next 12 months.  We believe that Pendragon's ability to
counterbalance the related weakness in earnings by developing
aftermarket initiatives and increasing its penetration in the
used-car market should allow the group to maintain credit metrics
that we consider commensurate with the 'B+' rating over the next
year.  In particular, we anticipate that Pendragon will maintain
its debt-to-EBITDA ratio at less than 6x.  We believe that the
proposed refinancing will enhance Pendragon's debt maturity
profile, anchoring the group's liquidity position," S&P said.

"We could lower the rating if Pendragon's adjusted debt to EBITDA
were to deteriorate to more than 6x.  We anticipate that the
group will post adjusted debt of about GBP625 million in December
2013. Therefore, leverage could increase if adjusted EBITDA were
to reach GBP104 million or less (a 19 percent decline from the
2012 level), due to a worse-than-anticipated weakening in U.K.
new and used-car end markets, further weakness in aftersales
segment, or the group's inability to control its costs," S&P
added.

S&P believes that the group's headroom at the 'B+' rating will be
limited in the next 12 months, as S&P already factors some
deleveraging in its rating.  A positive rating action is
therefore not likely in the near term.


PENDRAGON PLC: Fitch Assigns 'B' LT Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has assigned Pendragon plc Long-term and Short-term
Issuer Default Ratings (IDR) of 'B' and a senior secured rating
of 'B+'. The Outlook on the Long-term IDR is Stable.

Fitch has also assigned an expected rating of 'B+(EXP)' to the
company's GBP175 million 2020 bond. The final rating on the notes
is contingent upon the receipt of final documentation conforming
to information already received. The proceeds of the notes will
be used for refinancing existing debt, most of which matures in
June 2014 and for general corporate purposes. The notes will
constitute direct, secured and unconditional obligations of the
issuer, Pendragon plc, and its guarantor subsidiaries.

Pendragon's ratings reflect the company's moderate business risk
profile, characterized by a leading position in the fragmented UK
auto retailing market, with long-term relationships with most of
the large auto original equipment manufacturers (OEMs); offset by
the company's lack of geographic diversity (almost total
dependence on the UK auto market) and vulnerability to the
cyclical auto sector.

The ratings also reflect the group's weak financial profile, with
high adjusted leverage levels in excess of 4.5x, low operating
margins of under 5% and moderate funds from operations (FFO)
fixed charge coverage of under 2x. These ratios are only somewhat
offset by adequate liquidity and financial flexibility.

The 'B+' senior secured rating reflects Fitch's recovery analysis
of the company on a going concern basis, using an industry
consistent multiple applied to an appropriately stressed EBITDA
level, which derived a recovery band of 50% to 70% and a Recovery
Rating of RR3 and lead to a one notch uplift from the IDR.

KEY RATING DRIVERS:

Relationships with Auto OEMs

A significant driver of Pendragon's operations and financial
performance is driven by its relationships with the various auto
OEMs from which it sources vehicles. While its franchise
agreements with the OEMs give Pendragon territorial sales rights
and provides it a relatively stable gross margin, Pendragon is
also vulnerable to the financial health and / or strategy of the
OEMs.

Highly Leveraged Capital Structure

Fitch adjusts Pendragon's on-balance sheet reported debt and off-
balance sheet operating lease obligations by adding the stock
financing provided by third party finance providers not supplied
by the financing arms of the auto OEMs. As such, the company's
reported gross and net FFO adjusted leverage at end-2012 was 4.8x
and 4.5x, respectively. Fitch expects these ratios to remain
stable in the short to medium term.

Cost Structure Flexibility

Given the low operating margins inherent in the vehicle sales
business model, the structure and flexibility of the operating
cost structure of Pendragon is important to offset the possibly
volatile demand dynamics. Pendragon has relatively mid-ranging
EBITDA margins exhibited in the sector, and since the downturn of
2008 and 2009, has improved its cost flexibility. Nevertheless,
another sharp downturn in market demand could stress Pendragon's
financial profile.

UK Auto Market

Following the sharp market downturn in 2008 and 2009 in the UK,
auto sales have stabilized in the past three years, but still
remain a considerable amount below their 2008 peak. Given the
sensitivity of earnings to volume movements, the outlook for auto
sales remains a key indicator of future performance. A mitigating
factor for Pendragon is its aftersales business, which is not
highly cyclical and contributes close to 40% of the company's
gross profit.

RATING SENSITIVITIES:

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

- FFO adjusted leverage below 3x
- FFO fixed charge cover above 2.5x
- Free cash flow (FCF) above 1%

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

- FFO adjusted leverage above 6x
- FFO fixed charge cover below 1.5x
- Negative FCF
- Failure to adequately re-finance the June 2014 debt maturities


REID & TAYLOR: In Administration, Cuts 35 Jobs
----------------------------------------------
Rachel Norris and Duncan Bick at North West Evening Mail report
that more than 30 people have lost their jobs after one of
Langholm's oldest firms went into administration.

Reid & Taylor has told its 35 employees that they will be made
redundant, according to North West Evening Mail.

The report notes that the mill is now set to be sold, with
administrators O'Hara & Co saying they are talking to interested
parties.  However, the Reid & Taylor brand name will not be
included in this sale, North West Evening Mail relates.

It is still owned by Indian parent company S. Kumars Nationwide
Ltd (SKNL).  The company was founded in 1837 and produced high
quality cloth.

North West Evening Mail notes that this news comes weeks after
the company, which weaves luxury fabrics, won a GBP375,000 deal
to supply cloth to Chinese high quality suit produce Yuila.

North West Evening Mail relays that they also provide cloth for
the cornet's uniform at Langholm's common riding.  The organizing
committee will discuss this issue at its next meeting, North West
Evening Mail notes.

The report says that in March it was announced another Langholm
business, the Dalarran nursing home, would shut in June, with the
loss of more than 20 jobs.

The report relays that there have also been fears for 12 jobs at
Border Fine Arts and Lilliput Lane this year.

However, Chris Brookshank, of O'Hara, said: "At this stage, it is
very hard to tell [what will happen], we are talking to a number
of interested parties who have expressed an interest in the
business," the report adds.


RUSPETRO: S&P Withdraws Prelim. 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its
preliminary 'B-' corporate credit rating on London-based
independent Russian oil and gas exploration company RusPetro.


SCOTTISH COAL: Minister Sets Up Task Force to Tackle Job Losses
---------------------------------------------------------------
The Daily Record reports that a taskforce has been set up to look
at how the coal industry can be sustained following major job
losses at Scottish Coal.

Scottish Coal went into liquidation with the loss of almost 600
jobs, the Daily Record discloses.

According to the Daily Record, Energy minister Fergus Ewing said
his new group will include cross-party MSPs and engage with
councils, landowners, coal operators and local communities.

Daily Record relates that Mr. Ewing told MSPs at Holyrood on
Tuesday "Our main goal in our discussions with all relevant
parties is to retain as many Scottish Coal jobs as possible."

Announcing the closures on Friday last week, administrators KPMG
cited a combination of falling coal prices and rising operational
costs, the Daily Record recounts.  A group of 142 staff had been
retained while administrators consider what to do with Scottish
Coal's assets, the Daily Record notes.

Mr. Ewing said the Government is also keen to address concerns
about the restoration of open cast coal sites, the Daily Record
relates.

Scottish Coal operates six mines in East Ayrshire, South
Lanarkshire and Fife.


TRINITY ASSOCIATES: High Court Enters Liquidation Order
-------------------------------------------------------
Trinity Associates Limited, a land banking company based in
Bridgewater, Somerset, which was involved in the sale of plots of
land to the public for investment at a site in Bridgewater and a
site in West Cheshunt, Hertfordshire has been ordered into
liquidation in the High Court on grounds of public interest.

This follows an investigation by The Insolvency Service, which
disclosed Trinity's close association with a number of other
companies engaged in selling land at these two sites at
exaggerated prices. The other companies included Century Property
Group Ltd, formerly Century Land Ltd which was wound up on
grounds of public interest on April 4, 2012, a provisional
liquidator having earlier been appointed on
August 18, 2011 (see Note 6).

The Court was told how Trinity was used by the other land banking
companies to mask their activities and in particular how the
company assisted Century to circumvent the appointment of a
provisional liquidator of its affairs by diverting receipt of an
estimated GBP331,500 which should have been administered by
Century's provisional liquidator.

The Court heard how Trinity was an integral part of the wider
scheme to sell plots of land to members of the public as
investments on the basis of misleading statements as to the value
of such investment.

According to Trinity's sole director, Richard Goodare, the
company became involved with the Bridgewater site on the advice
of Century's director Stephen Wheeler and purchased four acres of
land for GBP100,000 between October 2010 and January 2011. It
entered into oral agreements with Century and another company
(against which public interest winding up action has been
commenced) allowing them to sell plots of land on the site. The
plots were sold for between GBP8,000 and GBP10,000 each.

Trinity disposed of two acres of the Bridgewater site to Century
for GBP96,000 and the remaining plots were marketed on the
misleading basis that buyers could expect to make substantial
gains within two to three years. Trinity received some GBP147,815
in total from the Bridgewater transactions.

According to Mr. Goodare, Trinity did not purchase or sell any
land at the second site at West Cheshunt and merely processed the
sales made at this nine acre site by other land banking
companies. The investigation nevertheless uncovered completion
statements in respect of transactions carried out in Trinity's
name in September 2011 showing the sale of 10 plots to investors
for a total of GBP128,500.

Welcoming the Court's winding up decision, Company Investigations
Supervisor Chris Mayhew, of The Insolvency Service, said:

"Trinity was used as a vehicle to circumvent the appointment of a
provisional liquidator in Century in order to continue Century's
unscrupulous land banking business by re-routing Century's sales
and by also allowing its bank account to be used to transact the
business of other land banking companies.

"Working together with other regulators we have now wound up
nearly 100 unscrupulous land banking companies, not one of which
has made any money for investors. In many cases investors have
been doubly unfortunate in afterwards being contacted by other
unscrupulous companies falsely offering to help them recover
their lost investment and demanding a further immediate
investment supposedly to become a 'client' in order to act for
the investor.

"I would remind the public not to fall prey to these sharks by
making snap decisions based on a slick sales pitch or website
designed to make those behind unscrupulous companies rich, not
investors.

"These cold calling savings raiders can devastate lives and I
would urge people to be cautious when contacted out of the blue
and invited to invest in alternative investments such as land,
carbon credits, rare earth metals, diamonds, wine, gold and
platinum. Not every unsolicited call will be a scam, but you
should never be afraid to say 'no thanks'. As ever, if a scheme
sounds too good to be true, it usually is".

The petition to wind up the company was presented in the High
Court on Dec. 12, 2012, under the provisions of section 124A of
the Insolvency Act 1986 following confidential enquiries carried
out by Company Investigations.

Trinity Associates Limited was engaged in the practice of land
banking in co-operation with other companies.


VANWALL FINANCE: S&P Withdraws 'B-' Rating on 2 Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its credit
ratings on Vanwall Finance PLC's class A, B, C, D, E, and F
notes.

The withdrawals follow the cash manager's confirmation that
Vanwall Finance's class A, B, C, D, E, and F notes fully redeemed
on the April 2013 interest payment date.

Vanwall Finance was a U.K. commercial mortgage-backed securities
transaction that closed in 2006 and was backed by a single loan,
which was secured on 31 U.K. properties that are fully let to
Toys "R" Us.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class            Rating
            To             From

Vanwall Finance PLC
GBP355.838 Million Commercial Mortgage-Backed
Floating-Rate Notes

Ratings Withdrawn

A           NR             A+ (sf)
B           NR             BBB- (sf)
C           NR             B+ (sf)
D           NR             B (sf)
E           NR             B- (sf)
F           NR             B- (sf)

NR-Not rated.


WINDERMERE VIII: Fitch Cuts Rating on Class D Notes to 'Csf'
------------------------------------------------------------
Fitch Ratings has downgraded Windermere VIII CMBS plc's A3, B, C
and D notes, as follows:

GBP13.9m class A2: affirmed at 'AAAsf'; Outlook Stable

GBP46.5m class A3: downgraded to 'AAsf' from 'AAAsf'; Outlook
Negative

GBP49.7m class B: downgraded to 'BBBsf' from 'AAsf'; Outlook
Negative

GBP50.1m class C: downgraded to 'CCsf; Recovery Estimate (RE) 40%
from 'Bsf'; Outlook Stable

GBP43.7m class D: downgraded to 'Csf'; RE 0% from 'CCsf'; RE 50%

GBP17.3m class E: affirmed at 'Dsf'; RE 0%

KEY RATING DRIVERS
The affirmation of the class A2 notes reflects the sequential
pay-down and the likelihood of repayment by final maturity
through a combination of limited asset sale and/or cash sweep in
place for the Government Income Portfolio (GIP) loan (86.7% of
the pool balance) since its default at maturity in October 2012.

The downgrades of the class A3 to D notes reflect declining
recovery prospects from the GIP loan collateral, following the
revaluation of the portfolio made public in January 2013, which
resulted in a 55% market value decline (MVD) of the collateral.
Since the last rating action in July 2012, the portfolio has been
revalued to GBP125.4 million from GBP280.1 million in March 2006,
resulting in the current loan-to-value ratio (LTV) of 153.0%.
Whilst the loan is secured by 38 secondary/tertiary regional
office properties that are characterized by a risky income
profile (as 69% of the income is due to break by October 2018),
Fitch believes some assets are conservatively valued, since very
little credit to re-letting prospects or renewal of existing
leases seems to be incorporated for the overall portfolio.

As at the January 2013 interest payment date (IPD), the weighted
average remaining lease length (WALL) of the portfolio stood at
7.77 years. However, this is skewed by a 70-year lease on the St.
George House property in Leeds. When excluding this property, the
WALL of the portfolio currently stands at 5.72 years. As per the
special notice published on April 2, 2013, the special servicer
intends to market four of the properties individually and the
remaining 34 assets as a portfolio. The details of the four
properties that will be sold individually remain undisclosed.

RATING SENSITIVITIES

Where transactions are approaching their legal final maturities
(LFM), collateral quality considerations become increasingly
offset by growing execution risk, and Fitch generally views it as
incompatible with investment grade ratings. With the upcoming LFM
of the notes in April 2015, this transaction has now entered the
two-year tail period and a protracted workout introduces the risk
that the issuer's assets and liabilities remain outstanding at
LFM. The Negative Outlook on the class A3 and B notes reflects
the risk that this transaction may be subject to further
downgrades if these liabilities remain outstanding with less than
18 months to LFM.

Windermere VIII CMBS Plc was a GBP1,037.8 million securitization
of eight commercial real estate loans seven originated by Lehman
Brothers Inc. and 50% of another loan (the City Point loan)
jointly originated by LB and Goldman Sachs. Since closing in
August 2006, four loans have fully repaid and one loan repaid at
a loss. As at the April 2013 IPD, three loans were outstanding
with a cumulative balance of GBP221.2 million.



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


* Moody's Sees Return to Growth of Global Pharma Sector in 2013
---------------------------------------------------------------
The outlook for the global pharmaceutical industry will remain
stable over the next 12-18 months, reflecting the expectation of
the sector returning to earnings growth in 2013, says Moody's in
its latest Industry Outlook report on the sector entitled "Global
Pharmaceutical Industry: Return To Earnings Growth In 2013 Keeps
Outlook Stable." Moody's has had a stable outlook for the global
pharmaceutical industry since September 2012.

"The global pharmaceutical industry is likely to experience a
return to earnings growth in 2013 as fewer top-selling drugs lose
their patent protection compared with last year, with a projected
EBITDA growth for rated drug companies of around 1% in 2013 on
average," says Marie Fischer-Sabatie, a Vice President - Senior
Credit Officer in Moody's Corporate Finance Group and author of
the report. "We also anticipate a further acceleration in
earnings growth in 2014 as the negative effects of the patent
cliff recede."

Although generics-focused companies will continue to benefit from
patent expirations in 2013, this will not be to the same extent
as in 2011-12, when a slew of blockbuster drugs came off patent.
While generic drug use is rising globally, ongoing price erosion
and higher costs associated with producing more complex drugs are
likely to cut into profits.

Moody's also notes that the quality of late-stage drug pipelines
is improving overall. A number of promising and innovative drugs
could drive new sales growth in 2013-14, including oral
treatments for hepatitis C, easier-to-administer drugs for
multiple sclerosis and drugs that are more efficacious to treat
certain types of cancer.

However, US deficit reduction efforts and persistent pricing
pressures from healthcare reforms, in Europe in particular, will
continue to weigh on the revenues of pharmaceutical companies.
Moody's expects ongoing healthcare reforms in Europe to result in
sales declines around the mid-single-digit percentage points for
big pharma companies in 2013. Further weakness in southern
European markets would be unlikely to result in ratings pressure
on drug companies as these markets account for a relatively small
portion of their total sales and receivables.

The regulatory pathway for biosimilars, which are copies of
biotech drugs, is likely to become clearer in the US, opening the
door to regulatory filings this year. Biotech drugs are
manufactured in a living system such as plant or animal cells, as
opposed to traditional pharmaceutical drugs, which are made by
combining chemical ingredients. In Europe, the creation of a
pathway for copies of more complex biotech drugs could lead to at
least one biosimilar being ready for launch when the patent on
Remicade expires in Europe in August 2014. Merck & Co., Inc. (Aa3
stable) markets Remicade in Europe while Johnson & Johnson (Aaa
stable) markets the product in the larger US market.

M&A activity is likely to pick up in 2013. Some companies, such
as Roche Holding AG (A1 stable), Pfizer (A1 stable) and Novartis
(Aa3 stable), have now deleveraged following large transactions
and could resume acquisitions, as they have built up large cash
balances. However, Moody's would expect such acquisitions to
generally be small to mid-sized rather than transformational.

Moody's could change its outlook to positive if it believes that
EBITDA growth will exceed 4%, which could occur if sales of new
products grow quickly and if pricing pressure in the EU abates,
although the rating agency views the latter as unlikely in the
next few years. Conversely, Moody's could shift its outlook to
negative if legislative changes in the US are significant or if
emerging-market growth falters as sales in emerging markets are
important offsets to the sales declines that pharmaceutical
companies face in developed markets from pricing pressure and
patent expirations. Such developments would cause the rating
agency to revise lower its expectation for EBITDA growth to below
1%, a scenario the rating agency views as unlikely in the next
few years.


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

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800; http://www.abiworld.org/


                            *********

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

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., 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.


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