TCREUR_Public/130503.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

             Friday, May 3, 2013, Vol. 14, No. 87

                            Headlines



C R O A T I A

AGROKOR DD: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable


F I N L A N D

SANITEC OYJ: Moody's Assigns 'B1' Corp. Rating; Outlook Stable


G E R M A N Y

DEUTSCHE HYPOTHEKENBANK: Fitch Affirms D Ratings on Three Notes
VULCAN EUROPEAN: Fitch Cuts Rating on EUR38MM Cl. E Notes to 'C'
VULCAN LTD: S&P Lowers Rating on Class D Notes to 'CCC'


I R E L A N D

EIRCOM FINANCE: Moody's Rates New EUR310MM Secured Notes (P)Caa1
EIRCOM FINANCE: Fitch Rates New EUR310MM Sr. Secured Bond B(EXP)
EIRCOM FINANCE: S&P Rates Proposed EUR310MM Sr. Secured Notes 'B'
IRISH BANK: Special Liquidators Settle Pre-Liquidation Bills
PUNCHS HOTEL: Limerick Hotel Goes Into Liquidation

* ICELAND: Lacks Currency for Asset Swap with Banks' Creditors
* IRELAND: Number of Business Failures Down 16% to 493


I T A L Y

WIND ACQUISITION: S&P Lowers Rating on Sr. Unsecured Notes to 'B'
* ITALY: New Government Faces Economic, Reform Challenges


K A Z A K H S T A N

EURASIAN NATURAL: S&P Lowers Corporate Credit Rating to 'B'


L U X E M B O U R G

GLOBE LUXEMBOURG: Moody's Rates $500MM Sr. Secured Notes '(P)B3'
NEW KLOECKNER: S&P Assigns 'B-' LT Corp. Credit Rating


N E T H E R L A N D S

FORNAX BV: S&P Downgrades Rating on Class F Notes to 'B-'
MESDAG BV: S&P Lowers Rating on Class C Notes to 'B-'


R U S S I A

AGRIBUSINESS HOLDING: Fitch Affirms 'B' Issuer Default Ratings
SHUSHENSKAYA MARKA: Bailiff Seizes Property After Loan Default


S L O V E N I A

FACTOR BANKA: Moody's Cuts Govt.-Guaranteed Debt Ratings to 'Ba1'
SID BANKA: Moody's Lowers Issuer & Senior Debt Ratings to 'Ba1'


S P A I N

BANKINTER 3: S&P Lowers Rating on Class C Notes to 'BB+'
DEPORTIVO LA CORUNA: Strike a Deal or Liquidate, Judge Warns
* SPAIN: Fitch Expects Delinquency and Defaults Levels to Rise


U N I T E D   K I N G D O M

42 THE CALLS: Administrators Mull Exit Options
BEST BUY: European Exit Slight Credit Positive, Fitch Says
BRIGHTHOUSE GROUP: S&P Assigns Prelim. 'B-' Corp. Credit Rating
COAST SEAFOOD: Goes Into Liquidation
CONVERSUS CAPITAL: Appoints Liquidators; Directors Resign

DECO 12 - UK 4: S&P Lowers Rating on Class D Notes to 'D'
EXOVA GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
INEOS GROUP: Moody's Affirms B2 Corp. Rating; Outlook Positive
MARCHES CREDIT: Baker Tilly Appointed as Liquidators
NEW LOOK: Moody's Assigns First-Time B3 CFR; Outlook Stable

UK COAL: Downplays Liquidation Rumors; Business Remains Viable
WHITECASE LTD: Recycling Firm Placed Into Liquidation
* UK: Publishable Stress Tests Loom for Banks


X X X X X X X X

* BOOK REVIEW: The Luckiest Guy in the World


                            *********


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AGROKOR DD: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Croatia-based food and beverage manufacturer and retailer Agrokor
d.d. to stable from positive and affirmed its 'B' long-term
corporate credit rating on the company.

The outlook revision and affirmation primarily reflects S&P's view
that Agrokor's potential for moderate deleveraging is lower than
S&P originally expected, while the company's liquidity is likely
to remain "less than adequate" due to tight covenant headroom.
Moreover, the company's operating performance in 2012 was below
S&P's expectations and it expects it to remain sluggish in 2013-
2014 owing to Agrokor's limited ability to withstand accentuated
country risks, and weak macroeconomic environments in its key
markets, leading S&P to take a less optimistic view of the
company's business risk profile.

In December 2012, S&P lowered its long- and short-term sovereign
credit ratings on The Republic of Croatia to 'BB+/B' from
'BBB-/A-3' because the Croatian government's reforms have so far
been insufficient to eliminate structural rigidities that hamper
the country's growth potential.  S&P notes that for the past four
years the scale of Agrokor's business has increased only
marginally despite significant investments absorbing all of the
company's cash flows.

S&P expects Agrokor to maintain its leverage, as measured by S&P's
adjusted debt-to-EBITDA ratio at about 5.0x within the next 12
months, and its adjusted interest coverage at about 2.0x.  S&P
understands that Agrokor is currently involved in negotiations to
buy of Slovenian food retailer Mercator.  However no binding bid
has yet been filed and similar negotiations have been regularly
postponed in the past.  S&P treats this transformational
acquisition as an event risk and do not currently factor it into
the ratings.  S&P understands that Agrokor is likely to fund the
acquisition through equity funding.

Agrokor's operating performance was somewhat weak in 2012.  Sales
and EBITDA showed only low-single-digit growth due to weak private
consumption in Croatia exacerbated by recent VAT increases and
totalled, respectively, Croatian kuna (HRK) 29.75 billion (EUR3.9
billion and  HRK2.7 billion (EUR346 million).  In S&P's base-case
scenario it projects that Agrokor will demonstrate low single
digit growth in 2013 supported by promotions and marketing
initiatives driving volume growth.  S&P expects margins to remain
broadly stable, with any potential declines not exceeding 50 basis
points and reflecting some benefits from cost reduction offsetting
the company's pricing policy targeted at protecting its
competitive position in the challenging macroeconomic environment.

Agrokor further reduced its capital spending to HRK0.9 billion in
2012 from HRK1.3 billion in 2011, limiting free operating cash
flow (FOCF).  S&P expects the company to manage its capital
spending prudently and expect FOCF generation to be neutral in
2013 with operating cash flow sufficient to fund planned capital
outlays.

The rating on Agrokor reflects its "fair" business risk profile
and its "highly leveraged" financial risk profile, as S&P's
criteria define these terms.  The company's fair business risk
profile is constrained by its limited, although improving,
geographic diversification, which is largely exposed to developing
economies.  The group's business risk profile is supported by
Agrokor's entrenched market positions in Croatian food retail and
several key food segments such as ice cream and frozen foods,
beverages, edible oils, and margarine.

The group's highly leveraged financial risk profile weighs on the
rating.  The financial profile is highly leveraged because of the
company's significant debt leverage, less-than-adequate liquidity,
foreign exchange and floating interest rate exposure, and
acquisitive stance, as reflected by the negotiations on Mercator.

The stable outlook reflects S&P's view that the company will be
able to demonstrate stable operating cash flows and prudent
financial management despite weak macroeconomic environments in
its key markets.  Ratings stability will also depend on Agrokor's
ability to manage potential transformative acquisitions in a
prudent manner by preserving sound liquidity, and ensuring prompt
deleveraging to ratios commensurate with its current rating.

S&P might consider a negative rating action if Agrokor failed to
maintain its adjusted net debt to EBITDA at less than 5x in the
medium term.  S&P could also lower the rating if it revised the
group's liquidity descriptor to "weak," under its criteria.  This
might happen if Agrokor didn't promptly refinance its short-term
maturities and failed to improve and maintain headroom under the
covenants above 15% at any given test date.

S&P might consider a positive rating action if Agrokor
demonstrated moderate deleveraging with adjusted debt to EBITDA
sustainably decreasing to less than 4.5x and EBITDA interest
coverage increasing to about 2.5x.



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SANITEC OYJ: Moody's Assigns 'B1' Corp. Rating; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a corporate family rating of B1
and probability of default rating of Ba3-PD to Sanitec Oyj.
Concurrently, Moody's has assigned a provisional (P)B1 rating to
the proposed EUR250 million senior secured notes due 2018 to be
issued by Sanitec. The outlook on all ratings is stable.

The proceeds from the notes will be used to refinance existing
debt and also make a distribution to Sanitec's owner, EQT IV Fund,
which acquired the company in 2005.

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

Ratings Rationale:

"The B1 CFR recognizes (i) the competitive and mature nature of
the sanitary ware industry in Europe; (ii) Sanitec's challenges to
resume revenue growth given ongoing weak European business
conditions and (iii) expected limited deleveraging", says Tanya
Savkin, a Moody's Vice President -- Senior Analyst and lead
analyst for Sanitec. "Positively, the rating also reflects
Sanitec's (i) market position as one of the leading sanitary ware
manufacturers in Europe with a focus on stronger Western and
Northern European markets; (ii) low opening leverage of the
proposed transaction structure; (iii) successful track record of
profitability improvement in a difficult market environment and
(iv) solid cash conversion that together with modest investment
requirements should translate into visible free cash flow
generation", adds Ms. Savkin.

Sanitec's core business is the production of ceramic products
(including toilets, washbasins, sinks, shower trays, pedestals,
tanks, bidets and urinals) which represent approximately 73% of
its net sales in 2012 and ceramics complementary products
(including bathroom furniture, baths, taps and mixers, showers,
pre-wall systems) comprising the rest of 2012 net sales, across a
variety of brands and countries in Europe. The sanitary ware and
bathroom fixtures market is exposed to the volatility of the
construction industry, although only about 25% of Sanitec's sales
are linked to new-build, with the remaining 75% dependent on more
stable renovation, maintenance and improvement activity.

In its core ceramics business, Sanitec is the market leader in
Europe with a limited exposure to weaker markets such as UK and
Italy that is outweighed by stronger Nordic and Western European
economies such as Germany. The sanitary ware industry remains
mature and competitive, including in Eastern Europe (17% of
Sanitec's net sales in 2012), where Sanitec faces strong
competition despite a higher growth potential in the market.

The company demonstrated a modest (2.3%) year-on-year decline in
net sales in 2012 (of which EUR6 million was attributable to the
divestment of French showers business, Leda S.A.S., in October
2012) and growth of 1.8% in company's adjusted EBITDA as the
improvement in price and product mix, purchasing and SG&A savings
were offset by lower volumes as well as energy and personnel
inflation. The European ceramics market suffered an unanticipated
volume decline in the second half of 2012 after some volume
recovery in 2011. The same trend persisted in 2013 due to weaker
economic conditions across all of Sanitec's key markets of
operation except for the Nordic region and Germany, which remained
resilient.

Moody's remains cautious about Sanitec's growth potential given a
continued challenging macroeconomic environment in certain
European countries that also weighed on performance in the first
three months of 2013. Furthermore Sanitec may find it challenging
to implement its strategy of bundling complementary products with
its core ceramics products across the various regional markets and
product lines to adopt to differences in regional market and
demand characteristics.

Nevertheless, the company's management has adapted to the
depressed market environment by improving its profitability over
the past three years through a variety of cost savings and
production efficiency initiatives. Sanitec's adjusted EBITDA
margin rose from 9.9% in 2010 to 13.7% in 2011 and 14.3% in 2012.
Moody's considers that further potential to improve profitability
will prove more challenging, in particular in a weak volume
environment, exacerbated by the company's high operating leverage.

The rating benefits from a relatively low closing leverage,
equivalent to 1.9x net leverage based on EUR108 million adjusted
EBITDA in 2012 or at 2.8x Moody's adjusted gross Debt / EBITDA.
Moody's does not expect material deleveraging in 2013 and 2014
given its expectation of a delayed market recovery.

Sanitec's liquidity profile is solid, supported by about EUR44
million cash at closing of the refinancing and a EUR50 million
revolving credit facility (RCF), which is expected to be undrawn
as of closing. Although Sanitec's working capital may be subject
to intra-year fluctuations, its capital expenditure is fairly
moderate, at about 3% of annual net sales. Cash flow generation is
further supported by moderate interest payment on the low debt
quantum in the proposed capital structure. The single covenant
under RCF agreement limits net leverage and is set with very high
headroom.

The stable rating outlook is based on Moody's expectation that the
company will achieve modest deleveraging and comfortable free cash
flow generation combined with the absence of further shareholder
distributions.

The Ba3-PD PDR assumes a family recovery rate of 35%, recognizing
the effectively all-bond nature of the capital structure (with
minimal RCF covenants). The (P)B1 assigned to the Senior Secured
Floating Rate Notes- at the same level as the CFR - reflects their
presence as the largest debt instrument in the capital structure,
despite ranking behind the super senior RCF.

What Could Change The Rating Up/Down

Positive pressure on the ratings could arise in case of continued
improvement and predictability of operational performance leading
to adjusted Debt/EBITDA sustainably below 3.0x and free cash flow
/Debt considerably above 10%. Negative pressure could develop if
adjusted Debt/EBITDA rises above 4.5x and/or free cash flow / Debt
declines below 5%.

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

Founded in 1990, Sanitec is one of the largest European producers
of ceramics sanitaryware and bathroom fixtures. Sanitec operates
in 19 countries including Germany, the Benelux countries, the
Nordic countries, France, Italy, Poland and the United Kingdom,
with 11 ceramics production facilities and approximately 6,700
employees. The company generated approximately EUR753 million net
sales during the year ended December 31, 2012.



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DEUTSCHE HYPOTHEKENBANK: Fitch Affirms D Ratings on Three Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Deutsche Hypothekenbank (Actien-
Gesellschaft), Hannover 1999-1's (DHH) fixed-/floating-rate notes
due 2040 as follows:

EUR3.3m Class B-2aA fixed-rate notes (DE0002537891) affirmed at
'Dsf'; RE50%

EUR1.3m Class B-2aB fixed-rate notes affirmed at 'Dsf'; RE50%

EUR3.3m Class B-2b floating-rate notes (DE0002537909) affirmed at
'Dsf'; RE50%

Key Rating Drivers

The affirmation reflects the stable performance of the remaining
loans as well as the already incurred losses (EUR3.7 million). The
Recovery Estimate addresses the second-lien nature of the
collateral that has historically seen 100% loss severity upon
enforcement, mitigated by a healthy amortization profile for the
majority of the remaining loans, reducing leverage significantly.

The class B-1 notes were repaid in full in February 2013, as a
result of loan amortization and prepayments. The remaining class
B-2 tranches rank pari passu and any future principal payments and
losses will be allocated to the notes on a pro rata basis.

All loans are second-lien portions of larger facilities. Once
defaulted, the net recoveries are applied to the first lien and
only then to the securitized second liens. Given the secondary
nature of the collateral -- residential and retail assets located
across Germany -- recoveries have historically been insufficient
to repay even the first-lien positions, resulting in a full write-
off of the securitized portions.

As of February 2013, 29 loans with an aggregate balance of EUR7.9
million remained. The reported weighted average loan-to-value
ratio (LTV) was 85.6%, down from 98.3% three months earlier and
214.2% at its peak in February 2012. The reduction is
predominantly the result of workout completion, prepayments and
ongoing amortization. However, eight loans (EUR2.2 million) have a
current LTV of above 100%, and despite the absence of major
delinquencies in February 2013, a payment interruption in these
loans would likely result in further significant losses for class
B-2 noteholders.

RATING SENSITIVITIES

As the notes are already rated 'Dsf', only the Recovery Estimates
are sensitive to future arrears, defaults and recovery rates.


VULCAN EUROPEAN: Fitch Cuts Rating on EUR38MM Cl. E Notes to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded Vulcan (European Loan Conduit No. 28)
Ltd's commercial mortgage-backed floating rate notes due January
2017, as follows:

EUR323.7m class A (XS0314738963): downgraded to 'Bsf' from
'BBBsf'; Outlook Stable

EUR20.6m class B (XS0314739938): downgraded to 'B-sf' from 'BBB-
sf'; Outlook Stable

EUR73.4m class C (XS0314740431): downgraded to 'CCCsf' from 'Bsf';
'RE50%'

EUR75.2m class D (XS0314740944): downgraded to 'CCsf' from
'CCCsf'; 'RE0%'

EUR38m class E (XS0314741595): downgraded to 'Csf' from 'CCsf';
'RE0%'

EUR3m class F (XS0314742056): affirmed at 'Csf'; 'RE0%'

EUR3m class G (XS0314742213): affirmed at 'Csf'; 'RE0%'

Key Rating Drivers

The downgrades are primarily driven by the inherent risks within
the two largest loans in the portfolio; the Tishman German Office
loan (45%) and the Beacon Doublon Paris loan (14%). Due to the
challenges related to these interest-only loans, and in particular
the uncertainty over timing of distributions from Beacon Doublon
Paris, which entered safeguard in October 2012, the limited time
to notes' legal final maturity in January 2017 is a concern.

The Tishman German Office loan is secured by six properties
located across Germany. While vacancy remains sticky at
approximately 20%, the weighted average (WA) lease length has
fallen to just over 2.5 years and costs continue to fluctuate. The
prospects for this loan will largely depend on the largest tenant
in the pool, GMG, which accounts for 35% of income for the loan.
These leases expire at the end of 2014. With Fitch's securitized
LTV well in excess of 100%, the absolute size of the loan, and
significant junior leverage (EUR130.7m of subordinated debt),
Fitch does not believe the loan will repay at maturity in February
2014 and significant losses are expected.

Security for the Beacon Doublon Paris loan is a multi-tenanted
single office property located in Coubervoie, just outside La
Defense. In October 2012 the courts set a 3.5 year safeguard plan,
terminating in December 2015 (the loan's scheduled maturity was in
August 2011). Provisions covering interest payments and a
stipulation that a sales process must be launched no later than
one year prior to the end of the plan were also published in
October 2012. While this would leave time to complete a sale by
note maturity, there is considerable scope for delay. In
particular, a WA lease length of two years limits the progress
that can be made in the short term.

In addition to the Beacon Doublon loan, two further loans are in
special servicing -- the Inovalis Eboue Paris loan (2.4%, also
subject to court oversight) and the Guardian Bonn Rochusstrasse
loan (0.8%).

Rating Sensitivities

The ratings will be sensitive to delays in the recovery process
for loans that are either already in default or likely to default.
In addition to the exposure to safeguard, this reflects the
workload the servicer will likely have to handle over a relatively
short period of time, a challenge compounded by short lease
lengths.

Fitch will continue to monitor the performance of the transaction.


VULCAN LTD: S&P Lowers Rating on Class D Notes to 'CCC'
-------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on Vulcan (European Loan Conduit No. 28) Ltd.'s classes of
notes.

Specifically, S&P has:

   -- Affirmed and removed from CreditWatch negative its rating
      on the class A notes;

   -- Lowered and removed from CreditWatch negative its ratings
      on the class B, C, and D notes; and

   -- Affirmed its ratings on the class E, F, and G notes.

The rating actions follow S&P's review of the 11 remaining loans
under its November 2012 European commercial mortgage-backed
Securities (CMBS) criteria.

On Dec. 6, 2012, S&P placed on CreditWatch negative its ratings on
Vulcan (European Loan Conduit No. 28)'s class A, B, C, and D notes
following an update to its criteria for rating European CMBS
transactions.

         TISHMAN GERMAN OFFICE PORTFOLIO (46% OF THE POOL)

The Tishman German Office Portfolio loan is currently secured by
six German office properties.  The portfolio consists of both
primary and secondary assets in Munich, Frankfurt, and Stuttgart.
The outstanding securitized balance is EUR244.9 million.  There is
a subordinated B-note with a balance of EUR130.6 million.

The loan matures in less than a year, in February 2014.  According
to the February 2013 servicer report, the securitized loan-to-
value (LTV) ratio is 89% (based on a 2009 valuation), the interest
coverage ratio (ICR) of the portfolio is 1.05x, the portfolio's
occupancy rate is 81%, and a significant number of leases are due
to expire within a year of loan maturity.

S&P believes that the scheduled rollover could limit the
marketability of some of the assets in the portfolio.  S&P has
assumed losses on this loan in its base case scenario.

               BEACON DOUBLON LOAN (14% OF THE POOL)

The Beacon Doublon loan is currently secured by an office property
on the outskirts of Paris, close to La Defense, in France.

The loan was transferred to special servicing in August 2011, when
the loan failed to repay at maturity and safeguard proceedings
commenced.  The safeguards include a new loan maturity date in
December 2015.

The asset is currently 80% occupied, with a weighted-average lease
term of approximately two years.  The weighted-average lease term
coincides with the remaining loan term.

According to the February 2013 servicer report, the securitized
LTV ratio is 73.35%, based on a 2006 valuation, and the ICR is
1.20x.

As the weighted-average lease term coincides with the remaining
loan term, S&P's analysis reflects its view that the property's
sustainable income would be below the reported in-place income.

S&P has assumed losses on this loan in its base case scenario.

               TISHMAN HAMBURG LOAN (10% OF THE POOL)

The Tishman Hamburg loan is currently secured by an office
property in the Hamburg central business district ("CBD").

At closing, Union Asset Management Holding AG (UAMHAG) accounted
for 61% of the rent.  The property was the headquarters for
UAMHAG's real estate division.  However, in December 2011, the
tenant vacated.  After UAMHAG vacated the property, a marketing
suite was developed for the vacant space and the entrance lobby
was fully refurbished.  Currently, the property is 32% vacant.

Although the property has a high vacancy rate, in view of its
quality and its location within the Hamburg CBD, S&P believes that
the occupancy rate will improve.

According to the February 2013 servicer report, the securitized
LTV ratio is 65.85%, based on a 2006 valuation, and the ICR is -
0.18x.

S&P has assumed losses on this loan in its base case scenario.

                            OTHER LOANS

The remaining eight loans are backed by properties throughout
Germany and France.  S&P has reviewed each loan individually and
expect losses on the Eurocastle, Innovalis Eboue, and Guardian
Bonn Rochustrasse loans, which together comprise 10% of the
remaining portfolio.

                        INTEREST SHORTFALLS

The special servicing fees associated with the loans, which rank
senior to interest payments due on the notes, are neither absorbed
by the class X notes nor funded by servicer advances.  These fees
have therefore continued to cause interest shortfalls on the class
F and G notes.  The fees have also caused interest shortfalls on
the class E notes in the past.

                         RATING RATIONALE

S&P's ratings address timely payment of interest, payable
quarterly in arrears, and payment of principal not later than the
legal final maturity date, in May 2017.

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

Following S&P's review, it believes that the available credit
enhancement for the class B, C, and D notes is insufficient to
mitigate the risk of losses from the underlying loans at the
current assigned rating levels.  The class D notes have become
more vulnerable to incurring principal losses in the near term.
S&P has therefore lowered and removed from CreditWatch negative
its ratings on these classes of notes.

The class E, F, and G notes have experienced interest shortfalls
and are highly vulnerable to principal losses, in S&P's view.  S&P
has therefore affirmed its 'D (sf)' ratings on the class E, F, and
G notes.

Vulcan (European Loan Conduit No. 28) closed in August 2007 with
notes totaling EUR1.076 billion.  The notes were backed by 15
loans secured by 88 properties across Europe.  Since then, four
loans have repaid and 50 properties secure the remaining 11 loans.
The notes have a current outstanding loan balance of
EUR537 million and a legal final maturity of May 2017.

          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

Vulcan (European Loan Conduit No. 28) Ltd.
EUR1.076 Billion Commercial Mortgage-Backed Variable And Floating
Rate Notes

Rating Affirmed and Removed From CreditWatch Negative

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

Ratings Lowered and Removed From CreditWatch Negative

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

Ratings Affirmed

E           D (sf)
F           D (sf)
G           D (sf)



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EIRCOM FINANCE: Moody's Rates New EUR310MM Secured Notes (P)Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Caa1 rating
and loss given default assessment of LGD3 to the proposed EUR310
million of senior secured notes due 2020 to be issued by eircom
Finance Limited, an indirectly wholly owned subsidiary of eircom
Holdings (Ireland) Limited ("eircom"). eircom's Caa1 corporate
family rating and Caa1-PD probability of default rating, as well
as the Caa1 rating on the EUR2.3 billion senior secured credit
facility due 2017 raised by eircom Finco S.a.r.l., remain
unchanged. The outlook on all ratings is stable.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect the rating agency's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the group's proposed
senior secured notes. The definitive ratings may differ from the
provisional rating.

Ratings Rationale:

The assigned (P)Caa1 rating on the proposed senior secured notes
is in line with eircom's CFR and with the rating on the EUR2.3
billion senior credit facility. The new notes are guaranteed by
the same entities that guarantee the senior credit facility, and
are secured over the same collateral on a pari passu basis with
the senior credit facility.

The group will use the proceeds from the notes issuance to
refinance part of the existing senior credit facility at a price
below par.

"This refinancing exercise does not have an impact on eircom's
rating or its stable outlook, given that the group's leverage
ratios will remain broadly unchanged," says Ivan Palacios, a
Moody's Vice President - Senior Credit Officer and lead analyst
for eircom. "While interest paid will increase since the new debt
is more expensive than the debt eircom is retiring, the proposed
refinancing is also positive for eircom in that it will extend its
debt maturity profile and diversify its funding sources," adds Mr.
Palacios.

Moody's notes that eircom has made good progress in executing its
business plan since the initial rating assignment in June 2012.
The group's operating performance has been in line or slightly
exceeded the business plan, particularly with regard to EBITDA
generation and reducing the rate of fixed-line access losses.
eircom is also progressing well with its investment in next-
generation fiber, and the future roll-out of the 4G mobile network
and the launch of quad-play offers will enable the group to
strengthen its competitive positioning.

However, Moody's believes that the execution risk of the plan
remains significant, while visibility with regard to a recovery in
revenue growth is very limited. In fact, eircom has recently
announced a headcount reduction plan affecting 2,000 full-time
employees over two years. This plan would allow the group to
generate EUR100 million in cost savings per year and partially
mitigate the higher pressure on revenues than initially
anticipated.

Moody's expects that eircom's EBITDA will bottom out in fiscal
year (FY) 2012/13 and grow slowly thereafter. At the same time,
the group's accelerated investment in FY2013/14 will lead to
negative free cash flow generation, such that adjusted debt/EBITDA
will remain around 6.0x, a level that Moody's considers to be high
when compared with that of other European telecom peers. Note that
Moody's adjusted debt includes the EUR638 million pension deficit
reported by eircom as of December 2012, as well as the standard
adjustment for operating leases. In light of eircom's high
leverage, the rating agency believes that the group's equity
cushion is negative, which could potentially reduce the recovery
prospects for debtholders.

eircom's liquidity profile is currently adequate, with a cash
balance of EUR243 million, no mandatory debt repayments until 2017
and sufficient headroom under covenants. However, the group has
not yet sought the EUR150 million super senior revolving credit
facility or the vendor financing of up to EUR200 million that is
available under the senior secured credit facility. In the event
of a weaker-than-expected operating performance or higher-than-
expected capex needs, not only eircom's credit metrics but also
its liquidity profile could come under negative pressure as a
result of the group's lack of committed external liquidity
sources.

The Caa1 CFR reflects (1) eircom's high leverage and very limited
deleveraging prospects for the foreseeable future; (2) its
negative equity cushion, resulting from an enterprise value that,
in Moody's view, is lower than the group's debt; (3) the execution
risk and operational challenges embedded in eircom's business
plan, in the midst of tough competition, regulatory pressures and
an adverse macroeconomic environment, which is weakening the
group's operating performance; (4) the group's negative free cash
flow generation in the first two years of the implementation of
its new strategy owing to the acceleration of its fiber
investments and spectrum requirements; and (5) the lack of
committed external facilities to support eircom's liquidity
profile beyond existing cash balances in the event of the group
deviating from its business plan.

The rating also reflects (1) eircom's dominant position in the
fixed-line market as Ireland's incumbent operator, with a 53%
market share, and its position as the third-largest operator in
the mobile segment, based on a market share of 20% as of December
2012, as reported by the Irish communications regulator; (2) the
potential for its competitive position to be strengthened over
time as a result of its accelerated investment plan; and (3) its
currently adequate liquidity profile.

Outlook

The stable outlook on the ratings reflects Moody's expectation
that eircom will perform according to its business plan. The
outlook also reflects the rating agency's expectation that
eircom's leverage will increase to around 6.0x in FY2012/13,
before decreasing towards 5.5x in FY2014/15 as the group executes
its investment plan and stabilizes its competitive positioning in
the Irish market. In Moody's view, there is limited flexibility
built in for deviation from the business plan should execution
risk prove to be higher than anticipated by management.

What Could Change The Rating Up/Down

Upward pressure on the rating could develop over time if eircom
stabilizes its market share in fixed line, and improves its
margins in mobile, leading to operating performance and cash flow
generation metrics that sustainably exceed those implied by the
group's business plan. Upward rating pressure would also require
the group to maintain a sound liquidity profile, with comfortable
headroom under financial covenants. Upward pressure on the rating
would be supported by adjusted debt/EBITDA trending towards 5.0x
on a sustained basis.

Conversely, downward pressure on the rating could materialize if
the group fails to execute its business plan, leading to weaker-
than-expected credit metrics, including adjusted debt/EBITDA
trending sustainably above 6.0x, and free cash flow generation
persistently in negative territory. Given the size and volatility
of eircom's pension deficit, the Caa1 rating with a stable outlook
incorporates the potential for moderate deviations from these
ranges on a temporary basis.

Moody's would also be concerned if eircom's liquidity came under
stress as a result of a weaker-than-expected operating performance
or larger cash outflows for capex in the absence of alternative
external sources, such as a revolving credit facility.

In addition, downward pressure on the rating could arise in the
event that eircom were to consider plans that could involve
swapping debt for equity, which Moody's could consider a
distressed exchange.

Principal Methodology

The principal methodology used in this rating was the Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

eircom Holdings (Ireland) Limited is the holding company of the
eircom group, the principal provider of fixed-line
telecommunications services in Ireland, with a revenue share of
the fixed-line market of approximately 53% (according to ComReg).
The group is also the third-largest mobile operator in Ireland,
with a subscriber market share of approximately 20% (according to
ComReg). eircom reported revenue of EUR1.5 billion and adjusted
EBITDA of EUR542 million in the financial year ending June 30,
2012, and revenue of EUR723 million and adjusted EBITDA of EUR243
million for the six months ending December 31, 2012.


EIRCOM FINANCE: Fitch Rates New EUR310MM Sr. Secured Bond B(EXP)
----------------------------------------------------------------
Fitch Ratings has assigned eircom Finance Limited's proposed
EUR310 million senior secured bond issuance an expected rating of
'B(EXP)' and an expected Recovery Rating of 'RR3.'

eircom Finance Limited is a finance subsidiary of eircom Holdings
(Ireland) Limited, Ireland's incumbent telecoms company. The
proposed issuance will rank equally and benefit from the same
guarantee structure and security as eircom's senior bank facility,
including security over eircom's network assets. Proceeds of the
issue will be used to buy-back senior bank debt through a tender
process.

eircom's Long- term Issuer Default Rating (IDR) takes into account
the reduced debt that eircom exited Examinership with, in early
June 2012, the company's position as the country's incumbent
telecom operator, sizeable but declining fixed line market share
and negative free cash flow generation.

The Negative Outlook reflects the operating challenges the company
faces in turning around the fixed-line business. Its weaker
competitive position relative to the cable operator -- in the
context of its ability to offer triple-play -- may lead to ongoing
line losses beyond management's expectations, adding further top-
line, margin and cash flow pressure. A sub-scale position in a
small but competitive four player mobile market adds a further
constraint to the operating profile, albeit one that new
management appear from initial signs to be focused on addressing.

KEY RATING DRIVERS

- Legacy of Underinvestment

Despite its integrated incumbent status, eircom has underinvested
in infrastructure in recent years, which in Fitch's view, is a
function of an inappropriately leveraged capital structure. The
company's capex to sales ratio trended down to below 10% in 2011
(13.6% in 2012), at a time when the sector average was closer to
16% -17%. While reducing capex is an effective lever to preserve
near-term free cash flows, protracted underinvestment when
competitive pressures are high has had a significant and
detrimental effect on eircom's business position.

- Fibre Execution

While eircom's mobile business has achieved a solid, albeit
unprofitable challenger position, its fixed access losses and
broadband position have suffered materially at the hands of an
effective cable operator. Having upgraded its network to DOCSIS
3.0, UPC has been growing subscribers and taking market share
based on superior broadband speeds and three-play bundle.

eircom's response, including a fibre build which will concentrate
on a broader geographic coverage than UPC, over 2012-2015, is
rational, but comes with execution risk. Commercial traction
remains with UPC. While eircom's triple-play offer of mobile,
fixed voice and broadband was launched in October 2012 -- UPC's
advantage lies in its ability to offer a traditional fixed triple
play bundle built around its position in pay TV; a product that
eircom is yet to launch. The ability to compete on broadband speed
is, in the agency's view, the minimum an incumbent should set out
to achieve, with management's fibre investment important if it is
to stabilize market share and absolute fixed access losses.

The strategy to take fibre to the cabinet with an original target
to pass 1.0m homes has been upgraded to 1.2m or 60% of the
republic's households. The build-out will allow the company to
increase speeds from what at the moment range from 3MB to 24MB to
closer to 70 MB. eircom's homes passed target compares with UPC's
current position of 737,200 two-way homes passed and 538,000
customer relationships.

- Economic Headwinds

Fitch estimates that Ireland delivered 0.0% growth in 2012, with a
1.0% recovery forecast for 2013, with domestic demand/consumption
likely to remain anaemic. Residential telecom spending, in
particular, is more correlated to private consumption. Mobile
revenues across European markets generally have proven more
sensitive to the economy, particularly in austerity affected
economies. In eircom's case, weakness has been most pronounced in
its fixed line business, with mobile performance providing a
further layer of pressure.

- Recovery Ratings

The 'B'/'RR3' ratings assigned to secured debt (the term loan B
and proposed bond issue) reflect the above average recoveries
envisaged in the event of a default. However, Fitch notes the
absence of other creditor classes, who might otherwise absorb
losses, while the loan agreement provides for the existence of
additional liabilities (a revolving credit facility and hedging
liabilities) on a super senior basis. In the meantime, the company
has put an interest rate hedge in place fixing 50% of the bank
facility.

RATING SENSITIVITIES

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

Given the challenges the company faces - execution risk inherent
in the fibre build and accompanying likelihood of negative free
cash flow through 2014, the agency sees limited near term
potential for positive ratings action. Evidence that management is
slowing the pace of fixed customer losses and meeting other key
operational targets could support a stabilization of ratings. This
is likely to be in 2014 at the earliest.

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

With management expecting to stabilize EBITDA in fiscal 2014 (YE
June 2014) a significant decline in this measure in 2014 would
increase pressure on the ratings. Fitch's rating case envisages
funds from operations net adjusted leverage below 6.0x by 2015. A
2015 metric that was trending towards 6.5x is likely to lead to a
downgrade.


EIRCOM FINANCE: S&P Rates Proposed EUR310MM Sr. Secured Notes 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating to the proposed EUR310 million senior secured notes
to be issued by eircom Finance Ltd. (Ireland) and guaranteed by
Irish telecommunications company eircom Holdings (Ireland) Ltd.
(eircom; B/Negative/--).  The recovery rating on the proposed
notes is '3', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.

The issue rating on eircom's existing senior secured term loan due
2017, of which EUR2,360 million was outstanding prior to the
issuance, remains unchanged at 'B'.  The recovery rating on the
term loan is also unchanged, at '3', indicating S&P's expectation
of meaningful (50%-70%) recovery in the event of a payment
default.

S&P understands that eircom will use the proceeds of the proposed
notes to repay part of the existing debt at a price below par.

                        RECOVERY ANALYSIS

The proposed EUR310 million senior secured notes due 2020 will
rank pari passu with the existing senior secured term loan due
2017 by virtue of the shared security and guarantee package, and
the intercreditor agreement in place.

The proposed notes are guaranteed and secured on the same basis as
the existing senior secured term loan.  The security and guarantee
package comprises a fixed and floating charge over substantially
all of eircom's business and properties on a first-priority basis.
As per the senior facility agreement, the guarantors are required
to make up at least 85% of the group's gross assets, revenues, and
EBITDA.

The proposed senior secured notes' documentation restricts, among
other things, eircom's ability to raise additional debt, pay
dividends, sell certain assets, or merge with other entities.
However, the documentation for the proposed notes allows eircom to
raise new debt if the consolidated leverage ratio is lower than
4.5x prior to the 12-month anniversary of the issue date, and
4.25x after this date.  (The documentation allows the issue of
additional secured debt if the consolidated secured leverage ratio
is less than 4.5x, stepping down to 3.5x after 36 months.  Aside
from these conditions, the permitted liens covenant allows for
liens securing obligations of no more than EUR15 million in
aggregate at any time.

The proposed notes benefit from a change-of-control clause and a
cross-default clause (for any unpaid amount of more than
EUR15 million), and will not have any financial maintenance
covenants.  The documentation also permits eircom to raise and
draw on a receivables securitization facility (not subject to the
consolidated secured leverage ratio), which S&P believes, if used,
would erode the enterprise value available for creditors at
default.

In order to determine recoveries, S&P simulates a default
scenario.  S&P believes that a default would most likely result
from a sustained deterioration in operating performance.  S&P
envisage, among other factors, pressure on revenues and operating
margins due to competition from alternative providers and new
entrants, a weaker macroeconomic environment, and continued
relatively heavy investment in fiber and 4G without any
substantial additional revenues.  S&P's hypothetical scenario
projects a default in 2017 when the term loan matures, at which
point EBITDA would have declined to approximately EUR350 million.

S&P values eircom as a going concern in view of its established
customer base and network assets.  At S&P's hypothetical point of
default in 2017, it envisage a stressed enterprise value of about
EUR1.75 billion, equivalent to 5.0x EBITDA.  After deducting
priority liabilities of about EUR420 million--which comprises the
costs associated with enforcement, 50% of the pension deficit, as
well as the debt at subsidiaries-- S&P foresees about
EUR1.3 billion remaining for the senior secured debtholders
(including both the outstanding amount under the term loan and the
proposed notes).  S&P envisage about EUR2.5 billion of senior
secured debt outstanding at default (allowing for 1% payment-in-
kind interest on the term loan and six months of prepetition
interest).  This equates to recovery prospects of between 50%-70%
for the senior secured debt, with recovery prospects at the low
end of the range.


IRISH BANK: Special Liquidators Settle Pre-Liquidation Bills
------------------------------------------------------------
Donal O'Donovan at the Irish Independent reports that the special
liquidators now running bust bank Irish Bank Resolution Corp. have
settled some bills for work done for the bank before it was placed
into liquidation, including a share of debts to law firm McCann
Fitzgerald.

Pre-liquidation bills settled by the liquidators include a portion
of what are thought to be multi-million euro legal fees owed to
Dublin law firm McCann Fitzgerald, the "house lawyer" for the
former Anglo Irish Bank, the Irish Independent discloses.  As the
bank's "house lawyer", Dublin law firm McCann Fitzgerald had
advised on a number of complex legal actions for IBRC, including a
case being prepared against Anglo Irish Bank's former auditors
Ernst & Young and the bank's actions in relation to members of the
family of bankrupt tycoon Sean Quinn, the Irish Independent notes.

It had faced significant losses if its bills were not paid, the
Irish Independent says.  IBRC was put into an emergency special
liquidation by Minister Michael Noonan in February, the Irish
Independent recounts.

Special liquidators Eamon Richardson and Kieran Wallace of KPMG
then wrote to the law firms, accounts and other trade creditors
who worked for the bank telling them to submit claims for money
they were owed by the bank, but warning that liquidators had no
power to pay pre-liquidation bills, the Irish Independent relates.

According to the Irish Independent, letters sent to all creditors,
and seen by the Irish Independent, said the special liquidators
intended to continue trading with the bank's former providers, but
stated that only bills for work done after the appointment of
liquidators were to be paid on an ongoing basis.  Other bills
would be regarded as creditors of the pre-liquidation bank, the
Irish Independent states.

The Irish Independent has learnt that some pre-liquidation bills
have been settled by the special liquidators, including legal fees
owed to McCann Fitzgerald.

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

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.


PUNCHS HOTEL: Limerick Hotel Goes Into Liquidation
--------------------------------------------------
RTE.ie reports that Punchs Hotel in Limerick has gone into
liquidation, with the loss of up to 50 full-time and part-time
jobs.

RTE.ie relates that staff were informed that the hotel was closing
with immediate effect because of the tough trading conditions
facing the hotel and hospitality industry.

The hotel is located adjacent to Patrick Punchs pub, a well-known
licensed premises at Punchs Cross in Limerick city, which expanded
to build an adjoining hotel during the property boom.

It follows the news just a number of weeks ago that the Radisson
Blu hotel, located just outside Limerick city, had gone into
receivership. It continues to trade, RTE.ie relays.

According to the report, President of the Irish Hotels Federation
Michael Vaughan, a hotelier in Lahinch in Co Clare, said the
closure of the hotel was not surprising given the overcapacity in
hotel rooms in Limerick city, but said he hoped closure
announcements were coming to an end.


* ICELAND: Lacks Currency for Asset Swap with Banks' Creditors
--------------------------------------------------------------
Omar R. Valdimarsson at Bloomberg News reports that Iceland
Central Bank Governor Mar Gudmundsson said the country doesn't
have enough foreign exchange to allow the creditors of failed
Kaupthing Bank hf, Glitnir Bank hf and Landsbanki Islands hf to
swap their kronur assets.

It's "clear" that Iceland doesn't have the means to exchange as
much as ISK450 billion (US$3.8 billion) into foreign exchange, Mr.
Gudmundsson, as cited by Bloomberg, said in a report published on
the bank's Web site on Tuesday.  According to Bloomberg, he said
that "[a] speedy release of those assets, e.g. in relation to
composition agreements, can only take place" if creditors agree on
a "considerably lower" rate than the current onshore exchange
rate.

Iceland imposed capital controls in 2008 after the three banks
defaulted on US$85 billion in debt, Bloomberg recounts.  The
banks' winding up committees are lobbying to win exemptions from
the controls as they seek to complete composition agreements to
repay the ISK450 billion of domestic-currency assets trapped by
the collapse, Bloomberg relates.

Arion banki hf estimates in total, about US$8 billion has been
tied up by the controls, Bloomberg notes,


* IRELAND: Number of Business Failures Down 16% to 493
------------------------------------------------------
The latest set of corporate insolvency statistics published by
www.insolvencyjournal.ie show the total number of business
failures for the first four months of 2013 stands at 493.  This is
a 16% year on year drop compared to the total of 587 business
failures recorded for the first four months of 2012,
Insolvencyjournal.ie notes.  Business Failures in April 2013
totaled 146, a 5% drop compared with 154 insolvencies recorded in
April 2012, Insolvencyjournal.ie discloses.

According to Insolvencyjournal.ie, when comparing year on year
figures there has been a 13% drop in creditor voluntary
liquidations (CVL's) from January to April 2012 vs January to
April 2013 and 25% drop in Court liquidations.  Receiverships saw
a 23% year on year drop with 150 cases recorded from January to
April 2012 compared with 115 in January to April 2013,
Insolvencyjournal.ie notes.  Year on year Examinership activity
remained similar with a total of 9 cases recorded so far this year
compared to 8 for the same period last year, Insolvencyjournal.ie
states.

Construction was the sector worst affected by business failures
during the month of April, accounting for 28% of the total 146
insolvencies, Insolvencyjournal.ie discloses.

Corporate insolvencies in the hospitality sector jumped from 11 in
March to 25 in April, Insolvencyjournal.ie relates.  The retail
sector did not experience such a dramatic increase, with just 3
extra failures in April compared to March up from 17 to 20,
Insolvencyjournal.ie notes.



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


WIND ACQUISITION: S&P Lowers Rating on Sr. Unsecured Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered to 'B'
from 'B+' the issue ratings on the senior unsecured notes issued
by Wind Acquisition Finance S.A., a wholly owned subsidiary of
Italian-based telecom operator Wind Telecomunicazioni SpA (Wind;
B+/Stable/--).  At the same time, S&P removed the issue ratings
from CreditWatch with negative implications, where they had been
placed on April 18, 2013.

S&P also revised downward the recovery rating on these instruments
to '5' from '4', indicating its expectation of modest (10%-30%)
recovery in the event of default.

The rating action on the senior unsecured notes reflects S&P's
view that Wind's recent issuances of senior secured notes has
increased the amount of secured debt at S&P's hypothetical point
of default and consequently reduces the recovery prospects for the
senior unsecured debt.

                         RECOVERY ANALYSIS

S&P's simulated default scenario assumes that a payment default
would most likely result from a slowdown in Wind's mobile revenue
growth due to saturation in the market, pricing and regulatory
pressure in the broadband space, and significant capital
investment, which would also affect costs and profitability.

S&P's hypothetical point of default is 2017, when it assumes that
EBITDA would have declined to EUR1.45 billion.  S&P multiplies
this by 5x (the assumed valuation multiple) to calculate a
stressed enterprise value of about EUR7.3 billion.  From this, S&P
deducts EUR0.5 billion of enforcement costs, leaving a net
enterprise value of EUR6.8 billion.

Assuming EUR6.3 billion of senior secured debt outstanding at
default, there is sufficient value for nominally full recovery of
principal, plus six months' of prepetition interest.  However, S&P
caps the recovery rating on the secured debt at '2' to reflect the
company's exposure to what S&P views as a relatively unfavorable
insolvency regime for secured creditors in Italy and potential
delays in the realization of recoveries.  After repaying the
secured debt, about EUR500 million would remain for the senior
unsecured debt, which is assumed to total EUR2.8 billion.
Therefore, S&P expects the recovery prospects for the unsecured
noteholders to decline to the low end of the 10%-30% range,
leading to a recovery rating of '5'.

Given the waterfall described above, there would only be
negligible (0%-10%) recovery prospects for the subordinated
payment-in-kind (PIK) debtholders, therefore the '6' recovery
rating on the PIK debt remains unchanged.


* ITALY: New Government Faces Economic, Reform Challenges
---------------------------------------------------------
The formation of a new government is positive for Italy, but the
sovereign has very limited fiscal headroom and the coalition
government may not be strong enough, or last long enough, to
deliver the structural economic reforms needed to increase trend
growth, Fitch Ratings says.
The coalition's broad base and large majorities in confidence
votes in both parliamentary chambers should enable a resumption of
proactive policy making after a two-month hiatus. It draws support
from the center-left Democratic Party, the center-right People of
Freedom Party, and members of former Prime Minister Mario Monti's
Civic Choice party.

But the fragility of the new left-right coalition limits the scope
for meaningful reform that could raise Italy's low potential GDP
growth. Prime Minister Enrico Letta has committed the new
government to electoral reform and measures to tackle youth
unemployment, but major structural economic reforms may prove
elusive.

The recession in Italy is one of the deepest in the eurozone and
so far there are hardly any signs of a recovery. Furthermore, the
medium-term potential growth rate of the Italian economy is low
even by European standards; Fitch estimates it to be around 1%.

Letta's first outline of his government's program, in a speech to
Parliament on Monday, lacked important detail on how major tax
reductions will be funded. A planned suspension of June payments
under the country's recently introduced housing tax ahead of a
broader review of property taxes, combined with the abolition of a
1pp VAT increase in July, would reduce revenue by around EUR6bn
this year.

Letta did not specify what, if any, measures would offset the lost
revenue, but he did say the new government was committed to
meeting its budget commitments and controlling the public
finances. It will also be fiscally bound by the Fiscal Compact and
last year's constitutional amendment requiring the government to
achieve a balanced structural budget by 2013.

"We would anticipate more detail in the coming weeks. Meanwhile,
in its 2013 Stability Programme the previous government forecast a
budget deficit of 2.9% of GDP in early April 2013, including
around 0.5pp contributed by government arrears payments to boost
domestic demand, while reiterating the commitment to keep the
deficit below 3%. This illustrates that despite substantial
progress on consolidation, Italy has very limited fiscal headroom.
As we said when we downgraded Italy to 'BBB+' with a Negative
Outlook on 8 March, economic and fiscal outturns that reduced
confidence that public debt would be placed on a firm downward
path from 2014 after peaking this year would increase pressure on
the sovereign rating," Fitch says.

Letta's speech also outlined some initial reform proposals to
boost employment and growth, such as reducing hiring tax for young
employees. This emphasis on reform is encouraging, but making the
Italian economy sufficiently flexible to boost trend growth
remains challenging. On labor law, for example, it is not yet
clear whether the previous administration's reforms have been
effective, and Letta's speech did not refer to liberalizing closed
professions.



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


EURASIAN NATURAL: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Kazakhstan-based mining group Eurasian Natural
Resources Corp. PLC (ENRC) to 'B' from 'BB-'.  At the same time,
S&P placed the 'B' long-term and 'B' short-term corporate credit
ratings on CreditWatch with negative implications.

The downgrade reflects:

   -- S&P's increasing concerns regarding transparency and
      corporate governance practices within the company following
      the unexpected departure of the company's chairman Mehmet
      Dalman, several departures of senior managers, the
      dismissal of the law firm Dechert, which assisted the
      company with an internal investigation of fraud, and the
      launch of a formal serious fraud office investigation.

   -- S&P's view that corporate governance uncertainties
      constrain ENRC's access to funding.  S&P therefore believes
      that the company may not be able to improve its liquidity
      by attracting additional committed lines and refinancing
      large 2014 maturities well in advance as we had previously
      anticipated.

   -- S&P's expectation that the current situation will constrain
      management's ability to contain debt increases through
      noncore asset disposals and other management actions that
      S&P had factored in previously.  S&P also believes that
      management's attention may be diverted from its capital
      expenditure program and cost-reduction initiatives.

S&P now assess ENRC's financial risk profile as "highly
leveraged," based on S&P's assessment of management and governance
as "weak," liquidity as "less-than adequate," and S&P's
expectation of negative free operating cash flow that will put
pressure on liquidity and lead to increasing debt.

Under S&P's forecast, in which it no longer factor in material
disposals of noncore assets, S&P sees ENRC's adjusted debt
increasing further from an already substantial US$6.1 billion as
of Dec. 31, 2012.  S&P therefore anticipates funds from operations
(FFO) to debt of about 15%, compared with 20% in 2012.  S&P
factors in no new acquisitions and capital expenditure of only
US$1.7 billion-US$1.8 billion in 2013.  S&P also factors in EBITDA
of about US$2 billion in 2013 and US$2.3 billion in 2014, mostly
coming from ENRC's core Kazakhstan operations.  Underlying 2013
assumptions are high carbon ferrochrome prices of US$0.93/pound
and iron ore prices coming down to an average US$120/metric ton.

The rating continues to reflect S&P's assessment of the group's
business risk profile as "fair."  Commodity price and exchange
rate volatility, the capital intensity of ENRC's business, and
project risks related to its sizable investment plan constrain the
group's business risk profile.  Furthermore, the group faces high
country risks through assets mostly in Kazakhstan, but also
recently acquired copper assets in the Democratic Republic of
Congo.  ENRC's business risk profile is, however, supported by the
low cost position of its mining operations, especially in
ferrochrome, where S&P understands ENRC is the world's largest
producer by chrome content.  Additional supports include the
group's healthy and resilient profitability throughout the cycle
and substantial growth potential.

The rating reflects the group's stand-alone credit quality.
Although the government owns 11.6% of ENRC, S&P sees a "low"
likelihood that the Republic of Kazakhstan would provide timely
and sufficient support to ENRC in the event of financial distress.

The CreditWatch placement reflects that S&P might lower the rating
by up to two notches in the next one to three months, if the
company is not able to secure new funding and make progress on
refinancing its large 2014 maturities.  S&P could also lower the
rating in case of further corporate governance issues, such as
departures of additional senior management or independent board
members.

In addition, S&P might lower the rating if the largest
shareholders of the company buy out minorities, because such a
transaction could lead, in S&P's view, to additional debt or a
more aggressive financial policy.

S&P might affirm the rating if liquidity is strengthened in the
near term and if no new corporate governance issues arise.



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


GLOBE LUXEMBOURG: Moody's Rates $500MM Sr. Secured Notes '(P)B3'
----------------------------------------------------------------
Moody's Investors Service assigned provisional (P)B3 ratings to
the issuance of US$500 million senior secured notes, due 2018, by
Globe Luxembourg SCA.

The Issuer is a stand-alone special purpose vehicle whose
principal purpose is to issue the notes and to fund facility D1
loans, which will become part of KCA Deutag Alpha Limited's
existing senior credit facilities. It is not part of the KCA
Deutag group.

Moody's has concurrently withdrawn the (P)B3 ratings on the
proposed issuance of US$860 million senior secured notes, due
2020, by KCA Deutag Finance plc and the US$400 million term loan
B, due 2019, at KCA Deutag Finance S.a.r.l.. Both entities are
subsidiaries of KCA Deutag Alpha Limited.

Moody's also downgraded the group's probability of default rating
to Caa1-PD, one notch below the affirmed B3 corporate family
rating. The outlook on all ratings is revised to stable.

Moody's issues provisional ratings in advance of the final sale of
securities. Upon closing of the transaction and a conclusive
review of the final documentation, Moody's will endeavor to assign
definitive ratings. A definitive rating may differ from a
provisional rating.

Ratings Rationale:

The rating actions follow the company's decision not to execute
the refinancing launched in March 2013. The proceeds from that
term loan B and note issuance, in combination with a new US$250
million revolving credit facility were intended to repay around
US$1.2 billion in indebtedness under the existing senior secured
credit and short term facilities as part of a refinancing of the
group. The proceeds of the current refinancing, which include a
US$50 million incremental revolving credit facility, will be
applied to partially repay the existing senior credit facilities
in the amount of $450 million.

The change in outlook to stable from positive reflects the weaker
liquidity profile of the group following the company's decision
not to execute the refinancing launched in March 2013 -- with a
lesser amount of credit facility availability and tight covenant
headroom -- and a weak operating performance so far in 2013
relative to Moody's expectations, making a rating upgrade less
likely in the near-term.

The Issuer will accede as a lender under the senior facilities
agreement, but will for most circumstances give up the right to
vote as a lender. The Issuer will assign its rights under the
facility D to the note holders allowing them to indirectly benefit
from the payment obligations with respect to the facility and the
security package. On this basis and as only the D1 loans and not
the notes are issued in the KCA Deutag restricted group, Moody's
has assumed that KCA Deutag Alpha effectively has an all bank debt
structure. The PDR has been downgraded one notch to Caa1-PD, one
notch below the CFR, solely to account for the change back to a
debt structure consisting of only bank debt and an expected family
recovery rate of 65%.

KCA Deutag's CFR and existing secured instrument ratings are
affirmed at B3. This reflects the group's high adjusted leverage
of around 5.5x at FY2012, negative free cash flow and its exposure
to the highly competitive and cyclical drilling industry. The CFR
also factors in the group's relatively small scale with only 66
land rigs and 5 offshore units, combined with high operating
leverage, as is customary within this industry.

At the same time, the B3 CFR is supported by KCA Deutag's
geographic and business segment diversification and focus on
international land drilling markets, which are characterized by
generally higher barriers to entry -- and hence less volatile
drilling activity -- relative to the North American drilling
contractor market, albeit with greater political risk. The CFR
also incorporates KCA Deutag's solid US$3.1 billion backlog, which
provides a high degree of revenue visibility in 2013.

Moody's regards KCA Deutag's liquidity as adequate for its near-
term requirements, although weakened by the company's decision not
to execute the refinancing launched in March 2013. The company had
cash of US$39 million as of December 2012, but only US$1 million
excluding restricted cash, with US$147 million available under the
US$100 million working capital facility and US$125 million RCF
maturing in 2015 (including the US$50 million incremental RCF). In
1Q 2013, it received US$40 million from an equity injection and
should also benefit from US$55 million from the sale of its jack-
up offshore rig. However, Moody's expects this to be offset by
adverse working capital movements and high capital expenditures.
The rating agency notes that free cash flow is expected to be
negative through 2013, and to a lesser extent in 2014, and that
debt maturities are payable from 2015 onwards. Moreover, although
financial covenants on the existing credit facilities were amended
in April 2013, Moody's expects credit facility covenant headroom
to be tight, and only eases slightly if leverage improves as
leverage and interest coverage covenants tighten on a quarterly
basis.

The stable outlook reflects Moody's view that the company's
increase in capital expenditures and ramp up of its land rig fleet
as well as higher utilization of its MODU fleet should enable it
to further de-lever going forward and that liquidity concerns will
be addressed.

Moody's would consider a rating upgrade if KCA Deutag's adjusted
debt/EBITDA were to fall below 4.5x while improving free cash flow
generation and maintaining sufficient contracted utilization in
the MODU division. Conversely, the CFR could face downward
pressure if adjusted debt/EBITDA rises to 6x or if the liquidity
profile deteriorates.

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

Registered in England/Wales, UK, KCA Deutag Alpha Limited. is a
holding company for KCA Deutag, a provider of onshore and offshore
drilling services as well as engineering services to both IOCs and
NOCs in international markets. Its ultimate owner is a consortium
led by Pamplona Capital Management and several former Mezzanine
debt holders. In 2012, KCA Deutag Alpha Limited reported
consolidated revenues of around $1.7 billion.


NEW KLOECKNER: S&P Assigns 'B-' LT Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
long-term corporate credit rating to Kleopatra Holdings 1 S.C.A.,
a new holding company in the group structure of German-
headquartered plastic packaging manufacturer Kloeckner Pentaplast.
The outlook is stable.

At the same time, S&P assigned its issue rating of 'CCC' to
Kloeckner Pentaplast's proposed EUR150 million payment-in-kind
(PIK) notes due in August 2017, to be issued by Kleopatra Holdings
1.  The recovery rating on the PIK notes is '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

The issue and recovery ratings on the PIK notes are subject to
S&P's review of the final documentation.

The rating on Kleopatra Holdings 1 reflects that on its wholly
owned subsidiary and the group's parent Kleopatra Holdings 2
S.C.A.  (The group as a whole is known as Kloeckner Pentaplast.)
Kleopatra Holdings 1 relies on dividends from Kleopatra Holdings
2, and these dividends are heavily restricted by finance documents
(S&P understands that at present, per the senior finance facility
documentation, no dividends can be upstreamed at all).

The rating on Kleopatra Holdings 1 reflects S&P's view of
Kloeckner Pentaplast's "highly leveraged" financial risk profile
and its "weak" business profile, according to its classifications.

In S&P's opinion, the rating is constrained by Kloeckner
Pentaplast's highly debt leveraged capital structure, exposure to
changes in volatile input prices and to foreign currencies, and
limited product diversity.  Furthermore, Kloeckner Pentaplast
operates in an industry that is price competitive because of the
commoditized nature of its products.

S&P considers these weaknesses to be partly offset by Kloeckner
Pentaplast's niche leading market positions in Europe and North
America.  The group also benefits from extensive global geographic
diversity (selling to over 80 countries worldwide), a broad, blue-
chip customer base, and overall scale, with annual sales of almost
EUR1.2 billion in the financial year to Sept. 30, 2012.

Historically, the group's free operating cash flow (FOCF)
generation has been weak, especially given the benefits from
economies of scale that might be expected given the company's
large size.  However, management forecasts a significant
improvement in FOCF generation now that the operational
restructuring activities are complete.  Furthermore, management's
focus on operational improvements has increased following the
completion of the debt restructuring last year.  Although adjusted
EBITDA margins have increased in recent quarters, this has yet to
feed through to significant FOCF generation.  However, if this
materializes on a sustained basis S&P could consider raising the
ratings.

The stable outlook reflects Standard & Poor's view that Kloeckner
Pentaplast will deleverage despite the tough economic conditions
in the group's main markets.

S&P believes that it would be more likely to raise the rating than
lower it now that the group has largely completed its operational
restructuring activities.  S&P could consider raising the rating
if the group generates more free operating cash flow and
deleverages faster than it currently anticipates.

S&P could consider lowering the rating if the group fails to
deleverage in line with tightening covenant test levels.  This
could occur as a result of inflated raw material or energy costs,
or a significant weakening in demand.



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


FORNAX BV: S&P Downgrades Rating on Class F Notes to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in FORNAX (ECLIPSE 2006-2) B.V.

Specifically, S&P has:

   -- Affirmed and removed from CreditWatch negative its rating
      on the class B notes;

   -- Lowered and removed from CreditWatch negative its ratings
      on the class C, X, D, and E notes;

   -- Lowered its ratings on the class F notes; and

   -- Affirmed its rating on the class G notes.

On Dec. 6, 2012, S&P placed its ratings on the class B, C, X, D,
and E notes on CreditWatch negative following an update to its
criteria for rating European commercial mortgage-backed securities
(CMBS) transactions.

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

                 CENTURY CENTER (23% OF THE POOL)

The EUR40.8 million loan is secured on a shopping center with
offices located in Antwerp, Belgium.  The loan matured in February
2013, and the borrower failed to repay.  The loan was subsequently
transferred to special servicing and the special servicer is
discussing exit strategies with the borrower.

Century Centre is a multitenanted property of approximately 26,000
square meters.  The current occupancy rate is 72.7% with a
weighted-average unexpired lease term (WAULT) of two years until
the first lease break.  In February 2013, the servicer reported a
securitized loan-to-value (LTV) ratio of 73%, based on a May 2011
valuation, and a securitized interest coverage ratio (ICR) of
1.60x (as of November 2012).

S&P assumed losses on the securitized loan in its base case
scenario.

               CASSINA PLAZA LOAN (23% OF THE POOL)

The EUR39.9 million loan is secured on a mix of medium-sized
industrial warehouses and offices, located 10 kilometers northeast
of Milan.  The loan matures in November 2013, and the loan is
currently on the servicer's watch list due to its upcoming
maturity.  The servicer is discussing exit strategies with the
borrower.

Cassina Plaza is a multitenanted property of approximately 42,000
sq m.  The current occupancy is 72.1%, with a WAULT of four years
and six months until the first lease break.  In February 2013, the
servicer reported a securitized LTV ratio of 72%, based on an
April 2012 valuation, and a securitized ICR of 2.33x.

S&P assumed losses on the securitized loan in its base case
scenario.

    BIELEFELD/ BERLIN PORTFOLIO (TANNEN) LOAN (14% OF THE POOL)

The amortizing EUR24.6 million loan is secured on a mixed retail
and office property in Berlin, and residential properties in
Bielefeld.  The loan matures in January 2016.  This loan remains
on the servicer's watch list due to a recent breach of the cash
trap debt service coverage ratio (DSCR).

The portfolio is about 29,000 sq m, with a WAULT of six years and
five months until the first lease break.  In February 2013, the
servicer reported a securitized LTV ratio of 67%, based on a July
2012 valuation, and a securitized ICR of 1.40x.

S&P assumed losses on the securitized loan in its base case
scenario.

                ATU GERMANY LOAN (13% OF THE POOL)

The amortizing EUR22.9 million loan is secured on 19 German
assets.  The loan has recently been extended to July 2014.  As
part of the loan extension agreement, certain conditions were
imposed on the loan.  A loan prepayment and equity injection were
made, while specific amortization targets were set.  A full cash
sweep of all excess rental income was also agreed for each
interest payment date.

The portfolio is about 28,500 sq m, with a WAULT of 15 years and
three months until the first lease break.  In February 2013, the
servicer reported a securitized LTV ratio of 58% (based on a
January 2012 valuation) and a securitized ICR of 1.71x.

S&P assumed losses on the securitized loan in its base case
scenario.

                 ATU AUSTRIA LOAN (7% OF THE POOL)

The EUR13.3 million loan is secured on eight Austrian assets.  The
loan failed to repay at maturity, and has currently entered a
standstill agreement with the special servicer to enable a
consensual sale of the assets.  The loan has recently been
restructured and the leases have been extended to December 2030.

The portfolio is about 11,500 sq m, with a WAULT of 17 years and
eight months until the first lease break.  In February 2013, the
servicer reported a securitized LTV ratio of 68%, based on a June
2005 valuation, and a securitized ICR of 2.73.

S&P assumed losses on the securitized loan in its base case
scenario.

                 REMAINING LOANS (20% OF THE POOL)

The two remaining loans account for about 20% of the remaining
pool.  The loans are secured on 32 mixed-use European properties
across Germany.  Both loans are in special servicing.

Of the remaining loans, S&P assumed no losses on the securitized
balances in its base case scenario.

                          RATING ACTIONS

S&P's ratings in FORNAX (ECLIPSE 2006-2) address the timely
payment of interest and repayment of principal no later than legal
final maturity in February 2019.

Following S&P's review, it believes that the credit enhancement
available to the class B notes remains adequate to absorb the
calculated losses in a 'AA+' stress scenario.  S&P has therefore
affirmed and removed from CreditWatch negative its 'AA+ (sf)'
rating on the class B notes.

S&P believes that the credit enhancement available to the class C,
D, E, and F notes is insufficient to absorb the calculated losses
at the currently assigned rating levels.  S&P has therefore
lowered and removed from CreditWatch negative its ratings on the
class C, D, E, and F notes.

S&P believes that the credit enhancement available to the class G
notes is sufficient to absorb the calculated losses at the
currently assigned rating level.  S&P has therefore affirmed its
'B- (sf)' rating on the class G notes.

The class X (interest only) notes rank in the payment priority
between the class C and D notes in this transaction.  Accordingly,
S&P has lowered to 'BBB+ (sf)' from 'AA (sf)' its rating on the
class X notes.

FORNAX (ECLIPSE 2006-2) is a 2006-vintage true sale CMBS
transaction backed by seven senior loans secured on 78 European
commercial properties.  At closing, it was backed by a pool of 19
loans secured on 118 mixed European commercial properties.  The
assets were located in Austria, Belgium, France, Germany, Italy,
and Spain.

          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

FORNAX (ECLIPSE 2006-2) B.V.
EUR545.134 Million Commercial Mortgage-Backed Variable- And
Floating-Rate Notes

                    Rating
Class      To                   From

Rating Affirmed and Removed From CreditWatch Negative

B          AA+ (sf)             AA+ (sf)/Watch Neg

Ratings Lowered and Removed From CreditWatch Negative

C          BBB+ (sf)            AA (sf)/Watch Neg
X          BBB+ (sf)            AA (sf)/Watch Neg
D          BB- (sf)             A (sf)/Watch Neg
E          B (sf)               BB- (sf)/Watch Neg

Ratings Lowered

F          B- (sf)              B (sf)

Rating Affirmed

G          B- (sf)


MESDAG BV: S&P Lowers Rating on Class C Notes to 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on MESDAG (Charlie) B.V.'s notes.

Specifically, S&P has:

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

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

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

   -- Affirmed its 'D (sf)' ratings on the class D and E notes.

The rating actions follow S&P's review of the credit quality of
the remaining underlying loans under its updated criteria for
rating European commercial mortgage-backed securities (CMBS)
transactions.

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

                 THE BERLIN LOAN (53% OF THE POOL)

The loan (EUR117.7 million) is secured on a portfolio of four
multifamily properties in the district of Marzahn to the east of
Berlin.  The loan has scheduled amortization and matures in July
2016.

In January 2013, the issuer reported a loan-to-value (LTV) ratio
of 62%, based on a December 2011 valuation, and a debt service
coverage ratio (DSCR) of 1.31x.

The property comprises approximately 3,860 residential units and
ancillary commercial accommodation, with a total floor area of
239,034 sq m.  The occupancy rate is currently 97%.

S&P do not expect losses on the loan under its base case scenario.

                 THE TOMMY LOAN (16% OF THE POOL)

The loan (EUR36.2 million) is secured on a portfolio of 12 (down
from 18 at closing) predominantly multifamily properties situated
throughout Germany.  Six properties are located in the North Rhine
- Westphalia region, two properties are in Hamburg, and the
remaining properties are in Munich, Berlin, Hannover, and
Frankfurt.

The loan is interest only and matures in April 2016.

In January 2013, the issuer reported an LTV ratio of 39%, based on
a December 2011 valuation, and a DSCR of 1.87x.

The 12 properties have a current vacancy level 9.28%, compared
with 5.2% at closing.

S&P do not expect losses on the loan under its base case scenario.

             THE DUTCH OFFICES I LOAN (14% OF THE POOL)

The loan (EUR31.8 million) is secured on five office properties in
the Netherlands.  The properties comprise an aggregate floor area
of about 28,162 sq m and vary in age--being constructed between 20
and 50 years ago.

The borrower failed to repay the loan by the Dec. 30, 2011 loan
maturity date and the loan was transferred to special servicing.
The borrower has subsequently been declared insolvent.

The loan has been accelerated and workout discussions between the
special servicer and bankruptcy trustee for the loan are ongoing.

The properties are leased to nine tenants (the current top five
tenants account for 82% of the total floor area) with a vacancy
level of 5.62% and a weighted-average unexpired lease term (WAULT)
of 3.35 years.

In January 2013, the issuer reported an LTV ratio of 131%, based
on a December 2011 valuation, and a DSCR of 0.98x.

S&P expects losses on this loan in its base case scenario.

            THE DUTCH OFFICES II LOAN (11% OF THE POOL)

The loan (EUR25 million) is secured on three office properties in
the Netherlands.  The properties comprise an aggregate floor area
of about 20,044 sq m and vary in age--being constructed between
seven and 20 years ago.

The borrower of the loan failed to fully repay all amounts
outstanding by the loan maturity date on Jan. 15, 2013.  The loan
was previously transferred to special servicing in April 2012 due
to a breach of its LTV ratio covenant (set at 70% under the
transaction documents).

The loan has been accelerated and workout discussions between the
special servicer and bankruptcy trustee for the loan are ongoing.

The properties are leased to 15 tenants (the current top five
tenants account for 73% of the total floor area) with a vacancy
level of 11.94% and a WAULT of 3.58 years.

In January 2013, the issuer reported an LTV ratio of 83%, based on
a December 2011 valuation, and a DSCR of 1.75x.

S&P expects losses on the loan under its base case scenario.

                  REMAINING LOANS (6% OF THE POOL)

The two remaining loans account for about 6% of the remaining
pool.  The loans are secured on 21 mixed-use (residential and
office) properties in Germany.

S&P expects losses on both loans under its base case scenario.

                           RATING ACTIONS

S&P's ratings on MESDAG (Charlie)'s notes address timely payment
of interest and repayment of principal not later than the October
2019 legal maturity date.

S&P's ratings on the notes were previously constrained by the
liquidity facility provider, Danske Bank A/S, as the documentation
did not comply with S&P's 2012 counterparty criteria.  A liquidity
facility standby drawing has now been made and the funds are held
with the account bank.

S&P's analysis indicates that the available credit enhancement for
the class A notes remains adequate to absorb the calculated losses
in a 'AA-' stress scenario.  S&P has therefore raised to 'AA-
(sf)' from 'A (sf)' its rating on the class A notes.

In S&P's opinion, the available credit enhancement for the class B
and C notes is insufficient to absorb the calculated losses at
their currently assigned rating levels.  S&P has therefore lowered
to 'A- (sf)' from 'A (sf)' and removed from CreditWatch negative
its rating on the class B notes and has lowered to 'B- (sf)' from
'B (sf)' its rating on the class C notes.

Losses from two loans were previously applied to the class D and E
notes' principal deficiency ledger.  Consequently, this has
resulted in interest shortfalls for these classes of notes.  S&P
has therefore affirmed its 'D (sf)' ratings on the class D and E
notes.

MESDAG (Charlie) is a European CMBS transaction that closed in
April 2007.  It is currently backed by six loans, down from nine
at closing, secured against 45 residential and mixed-use
commercial properties in Germany and the Netherlands.

          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

MESDAG (Charlie) B.V.
EUR493.65 Million Commercial Mortgage-Backed Variable-
and Floating-Rate Notes

Rating Raised

A          AA- (sf)           A (sf)

Rating Lowered and Removed From CreditWatch Negative

B          A- (sf)            A (sf)/Watch Neg

Rating Lowered

C          B- (sf)            B (sf)

Ratings Affirmed

D          D (sf)
E          D (sf)



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


AGRIBUSINESS HOLDING: Fitch Affirms 'B' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Agribusiness Holding Miratorg LLC's
(Miratorg) Long-term foreign and local currency Issuer Default
Ratings (IDRs) at 'B' and its National Long-term rating at
'BBB(rus)'. The Outlooks are Stable. Fitch has also upgraded
Miratorg Finance LLC's senior unsecured rating to 'B' from 'B-'.

The affirmation reflects Miratorg's strong operating and financial
performance in 2012 following the full-year contribution of new
production capacities. We expect profit margins to remain strong
in 2013, which together with more muted capex should help Miratorg
to turn FCF positive. More conservative mid-term growth plans and
management's commitment to deleveraging beyond 2013, if confirmed,
could positively affect the ratings. However, debt-funded growth
(including a guarantee provided to poultry project financing) and
ongoing changes in consolidation scope, prevent any positive
rating action until there is greater clarity on the group's future
structure and liabilities position.

KEY RATING DRIVERS

Strong Performance in FY12

Miratorg exceeded Fitch's expectations in FY12 due to a new pig
breeding production facility, and good momentum across all
business segments including the start-up operations of Concordia
(its convenience food production plant in Kaliningrad has not been
commissioned). Despite the expected pricing pressure resulting
from the possible effect of imports following Russia's access to
the WTO, we view the achievement of 2013 projected sales and
profit growth targets as bearing moderate risk. Together with
positive free cash flow, we expect Miratorg should be able to
delever and show credit metrics commensurate with a higher rating
by 2015.

Vertically-integrated Business

Miratorg continues to enjoy vertical integration that covers most
of the production and distribution cycle. This smoothes any
volatility of the operating margin by absorbing the movements of
prices for raw materials used for production. It also enhances the
quality of earnings due to Miratorg's downstream move in the value
chain. This is a positive rating factor relative to non-integrated
protein producers in the US, such as Tyson (BBB/Positive), and
Brazil, such as JBS (BB-/Stable) or Minerva (B+/Stable).

Dependence on Government Regulation

Miratorg's distribution business is already benefiting from the
reduction in import duties within quotas as it holds the number
one position in pork imports. Longer term, increased competition
and dependence on state support (including any protective measures
post-WTO) could introduce some volatility in future sales and
profits. Miratorg's leading positions in different segments of the
meat market, its vertical integration strategy along with
economies of scale mitigate part of the sector risks, placing it
favorably relative to non-integrated and inefficient meat
producers, mainly households, who are expected to gradually exit
the market.

Changes in Consolidation Scope

Miratorg has made progress towards simplifying its group structure
by consolidating the Concordia and fodder plant. We expect the
changes in consolidation to result in enhanced quality of
earnings. However, this also reflects the inability to assess
like-for-like performance. In poultry, where investments are
funded by an eight-year RUB15 billion loan with a three-year grace
period (until May 2014) Miratorg provides a guarantee on a project
finance basis. Although Fitch considers the risk of guarantee
claims as low, we nonetheless take this contingent liability into
account while recognizing that poultry is only expected to ramp up
its operations next year and become profitable in 2015.

High Leverage

FFO adjusted net leverage sits now at 3.9x (FY12) and is expected
to remain around 4x in FY13 as Miratorg finalizes its current
expansion phase, including a RUB8 billion estimated disbursement
as settlement with the related-party regarding Concordia.
Thereafter we assume de-leveraging to below 3x, a level consistent
with a higher rating. However, this calculation excludes the
effect of poultry debt and profits after FY14.

Weak Liquidity But Improving

The rating reflects the group's weak liquidity profile, due to
material working capital investments required by the growing
business scope, and thus its high refinancing risk with RUB24
billion coming due in 2013. This is mitigated by Miratorg's strong
and long-standing relationships with many state-owned Russian
banks and access to the domestic RUB bond market as demonstrated
by the most recent RUB5 billion bond issue and expected positive
FCF (around 10% of sales in FY13, rising further next year).

Enhanced Bond Structure, Lower Secured Indebtedness

The new RUB5 billion bond is guaranteed by Agri Business Holding
Miratorg LLC, similarly to the existing bond. Although the new
bond enjoys a surety from TK "Miratorg", the largest revenue
generator of the group, it also contains a cross-default provision
with other group entities. The existing bond has a put option in
case of any default or overdue liabilities of the issuer;
therefore the existing bondholders will have recourse on the
holding company in case of default under the new bonds thereby
mitigating any structural subordination concerns. Also both bonds
will rank equally behind a lower proportion of secured debt
relative to the post restructuring EBITDA estimation resulting in
average recovery prospects in case of default, at 'B'/'RR4' for
the senior unsecured rating and a local currency senior unsecured
national rating at 'BBB(rus)'/'RR4'.

RATING SENSITIVITIES

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

- Gross FFO leverage below 3.5x (excluding poultry).

- FFO fixed charge cover above 3x.

- Evidence of positive FCF and poultry operations coming on
   stream as planned diminishing (or eliminating) the risk of call
   on guarantees by 2014.

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

- Gross FFO leverage consistently toward 5x or worse (excluding
   poultry)

- FFO fixed charge cover below 2x

- Free cash flow consistently negative (double-digit or worse)
   and sustainable deterioration in EBITDA margin.

The rating actions are:

Miratorg

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

National Long-term rating affirmed at 'BBB(rus)'; Outlook Stable

Miratorg Finance LLC

RUB3bn three-year notes due July 2014:

   Foreign currency senior unsecured rating: upgraded to 'B/RR4'
   from 'B-'/RR5

   Local currency senior unsecured national rating: upgraded to
   'BBB(rus)' from 'BB(rus)'

RUB5bn three-year notes due April 2016 (issued 24 April 2013):

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

   Local currency senior unsecured national rating: assigned
   'BBB(rus)'


SHUSHENSKAYA MARKA: Bailiff Seizes Property After Loan Default
--------------------------------------------------------------
RIA Novosti reports that the Federal Bailiff Service said on
Monday it has seized a 500 kg bronze bust of Emperor Nicholas II
put up by Shushenskaya Marka.

The Krasnoyarsk Commercial Court is currently hearing a bankruptcy
case initiated by Russia's largest lender Sberbank after
Shushenskaya Marka failed to repay loans, RIA Novosti discloses.

According to RIA Novosti, the court issued a warrant to seize the
distillery's property after the bank claimed it lent the company
around RUR600 million (US$19.4 million) in 2009-2012 which had not
been repaid.

"Bailiffs have arrested the company's assets worth 167.139 million
rubles, including the Nicholas II bust on the distillery's
grounds," RIA Novosti quotes Natalia Fomina, a regional
spokesperson for the Federal Bailiff Service, as saying.

Shushenskaya Marka is a vodka producer.  The company located in
the south of the Krasnoyarsk Territory, had been operating since
1971 but ceased production at the end of last year.



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


FACTOR BANKA: Moody's Cuts Govt.-Guaranteed Debt Ratings to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the government-guaranteed
debt ratings of Factor Banka d.d. (unrated) to Ba1 from Baa2, with
a negative outlook.

This action follows the weakening of Slovenia government's
creditworthiness, as captured by Moody's downgrade of Slovenia's
government bond ratings on April 30, 2013.

Ratings Rationale:

The government-guaranteed debt issuance of Factor Banka was
downgraded to Ba1 from Baa2 with a negative outlook, and is now at
the same level as the Slovenian government bond rating. This
reflects the Republic of Slovenia's unconditional and irrevocable
guarantee of the 'due and punctual payment' of all sums due and
payable as contractually required under the conditions of this
government-guaranteed debt instrument. For Factor Banka this is
the only instrument that is rated by Moody's.

What Could Drive The Ratings Down/Up

In case of the government guaranteed debt of Factor banka an
upgrade to Slovenia's government bond rating will likely result in
a similar action. Given the current negative outlook an upgrade in
the short-term is not likely.

Similarly, a downgrade of Slovenia's government bond rating will
likely result in a similar action on these ratings. Given the
negative outlook on the ratings the likelihood of a downgrade is
more likely.

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


SID BANKA: Moody's Lowers Issuer & Senior Debt Ratings to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa2 the issuer
and senior unsecured ratings of SID banka, d.d., Ljubljana, a
government-owned specialized development bank whose liabilities
benefit from a government guarantee. The outlook for these ratings
is negative.

This action follows the weakening of Slovenia government's
creditworthiness, as captured by Moody's downgrade of Slovenia's
government bond ratings on April 30, 2013.

Ratings Rationale:

Moody's downgraded the issuer and senior unsecured ratings of SID
Banka, a government-owned specialized development bank, by two
notches to Ba1 from Baa2 with a negative outlook, in line with the
action taken on the sovereign rating.

The bank continues to be rated at the same level as the government
bond rating, based on the following considerations: (i) the bank's
full ownership by the government; (ii) an explicit government
guarantee on all the bank's liabilities (under the amended Slovene
Export and Development Bank Act); and (iii) the bank's policy
mandate in extending funding to development projects and the
promotion of export activities in the Slovenian economy.

What Could Drive The Ratings Down/Up

In case of SID banka an upgrade to Slovenia's government bond
rating will likely result in a similar action. Given the current
negative outlook an upgrade in the short-term is not likely.

Similarly, a downgrade of Slovenia's government bond rating will
likely result in a similar action on these ratings. Given the
negative outlook on the ratings the likelihood of a downgrade is
more likely.

The principal methodology used in this rating was Government-
Related Issuers: Methodology Update published in July 2010.



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


BANKINTER 3: S&P Lowers Rating on Class C Notes to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Bankinter 3 Fondo de Titulizacion Hipotecaria and
Bankinter 4 Fondo de Titulizacion Hipotecaria.

Specifically, S&P has:

   -- Affirmed its rating on Bankinter 3's class A notes.  At the
      same time, S&P has raised its rating on the class B notes,
      and affirmed and removed from CreditWatch negative its
      rating on the class C notes.

   -- Lowered its rating on Bankinter 4's class A notes.  At the
      same time, S&P has lowered and removed from CreditWatch
      negative its ratings on the class B and C notes.

The rating actions follow the application of S&P's 2012
counterparty criteria and its credit and cash flow analysis
without the benefit of the swap counterparty.

On Nov. 14, 2012, S&P placed on CreditWatch negative its ratings
on Bankinter 3's class C notes and Bankinter 4's class B and C
notes.

Bankinter S.A. (BB/Negative/B) is the swap counterparty for
Bankinter 3 and 4.  Although Bankinter complies with its
obligations as swap counterparty under the transaction documents,
these documents do not reflect S&P's 2012 counterparty criteria.
As the remedy provisions in the swap documents do not reflect
S&P's 2012 counterparty criteria,  it has conducted its credit,
cash flow, and structural analysis without giving benefit to the
swap agreement, using the latest available portfolio and
structural features information.

In both transactions, S&P's 2012 counterparty criteria constrain
the maximum potential ratings at the higher of:

   -- S&P's credit and cash flow results without the support of
      the swap counterparty, or

   -- One notch above S&P's long-term 'BB' issuer credit rating
     (ICR) on Bankinter.

                            BANKINTER 3

Based on the trustee's latest available investor report (dated
March 2013), the pool is quite seasoned, with a low weighted-
average loan-to-value (LTV) ratio of 33.54%.  In addition, the
pool factor is low, at 16.66%.  Bankinter 3's 90+ day delinquency
rate is below S&P's Spanish residential mortgage-backed securities
(RMBS) index.  As of March 2013, 90+ day delinquencies up to
default (defined in this transaction as loans in arrears for more
than 18 months) represented 0.38% of the outstanding pool balance.
Cumulative defaults are 0.08% of the transaction's original
balance.  As of the last interest payment date (IPD), the reserve
fund was at its required level under the transaction documents.
Due to the pool's good performance, the class A and B notes are
amortizing pro rata.

The class A and C notes can maintain the currently assigned
ratings even without the benefit of the swap due to the increase
in available credit enhancement, which includes a reserve fund
amounting to 5.78% of the outstanding notes' balance and excess
spread.  S&P has therefore affirmed its 'AA- (sf)' rating on the
class A notes, and has affirmed and removed from CreditWatch
negative its 'BBB+ (sf)' rating on the class C notes.

Given the substantial increase in credit enhancement available to
the class B notes, S&P's credit and cash flow analysis indicates
that the level of credit enhancement available to the class B
notes is now commensurate with higher rating.  S&P has therefore
raised to 'AA- (sf)' from 'A+ (sf)' its rating on the class B
notes.

S&P's non-sovereign ratings criteria constrain its ratings on the
class A and B notes, as, under these criteria, the highest rating
S&P would assign to a structured finance transaction is six
notches above the investment-grade rating on the country in which
the securitized assets are located.  As this transaction
securitizes Spanish assets, the highest achievable rating in this
transaction is 'AA-', which is six notches above S&P's 'BBB-'
long-term sovereign rating on Spain.

                            BANKINTER 4

Based on the trustee's latest available investor report (dated
March 2013), the pool is quite seasoned, with a low weighted-
average LTV ratio of 36.58%.  In addition, the pool factor is low,
at 22.74%.  Bankinter 4's 90+ day delinquency rate is below S&P's
Spanish RMBS index.  As of March 2013, 90+ day delinquencies up to
default (defined in this transaction as loans in arrears for more
than 18 months) represented 0.28% of the outstanding pool balance.
Cumulative defaults are 0.04% of the original balance.  As of the
last IPD, the reserve fund was at the floor level under the
transaction documents (2.15% of the outstanding notes' balance).
Due to the pool's good performance, the class A and B notes are
amortizing pro rata.

When S&P conducted its cash flow analysis without giving benefit
to the swap, after assuming margin compression and further
stresses, the transaction exhibited negative carry.  As a result,
the transaction draws on principal funds to pay the interest on
the notes.  Without giving benefit to the swap, S&P's cash flow
analysis shows that, at the currently assigned ratings, the notes
would experience principal shortfalls under some scenarios.

S&P has taken rating actions in this transaction because, when it
conducted its cash flow analysis without giving benefit to the
swap, the maximum ratings that the class A and B notes can achieve
are 'A+ (sf)', and 'BBB (sf)', respectively.  S&P has therefore
lowered to 'A+ (sf)' from 'AA- (sf)' its rating on the class A
notes, and lowered to 'BBB (sf)' from 'BBB+ (sf)' and removed from
CreditWatch negative its rating on the class B notes.

S&P's cash flow analysis shows that the maximum rating that the
class C notes can achieve without giving benefit to the swap is
'BB+ (sf)', which is also one notch higher than S&P's long-term
'BB' ICR on the swap counterparty, Bankinter.  S&P has therefore
lowered to 'BB+ (sf)' from 'BBB+ (sf) and removed from CreditWatch
negative its rating on the class C notes.

Bankinter originated the Spanish mortgage loans that back
Bankinter 3 and 4, which closed in October 2001 and September
2002, respectively.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class     Rating            Rating
          To                From

Bankinter 3 Fondo de Titulizacion Hipotecaria
EUR1.323 Billion Mortgage-Backed Floating-Rate Notes

Rating Affirmed

A         AA- (sf)

Rating Raised

B         AA- (sf)          A+ (sf)

Rating Affirmed and Removed From CreditWatch Negative

C         BBB+ (sf)         BBB+ (sf)/Watch Neg

Bankinter 4 Fondo de Titulizacion Hipotecaria
EUR1.025 Billion Mortgage-Backed Floating-Rate Notes

Rating Lowered

A         A+ (sf)           AA- (sf)

Ratings Lowered and Removed From CreditWatch Negative

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


DEPORTIVO LA CORUNA: Strike a Deal or Liquidate, Judge Warns
------------------------------------------------------------
Football Espana reports that the judge handling bankruptcy
proceedings at Deportivo la Coruna has warned the club to reach an
agreement over a sum of money or risk liquidation.

According to the report, the club have been in conflict with its
administrators for the past couple of weeks over where a second
payment of the season for television rights from Mediapro of
EUR9 million plus VAT should go.

Football Espana notes that with the funds released in February for
allocation, the administrators have held off allowing the club to
have the money, in consideration of whether either of the two
banks owed money -- Novagalicia and Banco Gallego -- should have a
claim to it instead.

The report relates that the situation has yet to be settled and in
court the interested parties confirmed that the two-week period
given to them by the court judge overseeing the club's situation
has not produced an agreement.

The club and its creditors have now been warned by the judge that
failure to find an agreement soon could mean Depor's liquidation,
in light of the presentation that they otherwise only have
EUR1.5 million in cash to continue trading with, Football Espana
says.

Deportivo la Coruna is a Spanish soccer team.

The Wall Street Journal reported in January that yet another team
from Spanish soccer's top division filed for bankruptcy
protection, as Deportivo La Coruna conceded that it would need to
enter administration in order to keep operating.

Deportivo, which had been negotiating with its creditors since
early November, is believed to be carrying debt that is widely
estimated to be around US$130 million, the WSJ noted.  And,
according to a statement it released in December, at least
US$49 million of that sum is owed to the Spanish Treasury and
Social Security, the WSJ relates.  According to the WSJ, the
club's finances are to be reviewed by a court that will determine
over the next two weeks whether Deportivo can enter
administration.


* SPAIN: Fitch Expects Delinquency and Defaults Levels to Rise
--------------------------------------------------------------
Fitch Ratings has published the May edition of its SME CLO
Compare. The report is updated on a monthly basis.

Fitch assigned final ratings on April 5 to IM Cajamar Empresas 5
F.T.A., a Spanish securitisation of a static pool of secured and
unsecured loans to small- and medium-sized enterprises (SMEs) and
self-employed individuals (SEIs), originated by Cajamar Caja Rural
and Caja Rural del Mediterraneo, Ruralcaja. Cajamar and Ruralcaja
merged in October 2012 to form Cajas Rurales Unidas
('BB'/Stable/'B'). The senior class A1 and A2 notes were rated
'A+sf'/Stable and benefit from credit enhancement of 37%. The
junior class B notes were rated 'CCCsf', RE0%. A portion of the
class A1 notes was placed with an investor, and the originator
retained the rest of the deal. The class A notes' rating was
capped at 'A+sf' due to the treasury account bank rating triggers
in place in the transaction's documents.

On April 12, Fitch assigned final ratings to Multi Lease AS
S.r.l., an Italian securitisation of lease contracts granted to
SMEs and SEIs, by Abf Leasing S.p.A. and Sardaleasing S.p.A. The
class A notes were rated 'A-sf'/Stable and benefit from credit
enhancement of 43% provided by the junior class B notes, the
principal collection from the pool cut-off date (January 1, 2013)
to March 13, and two fully funded cash reserves that cover for
potential interest shortfalls on the class A notes any funds from
which are released due to amortization can be used to accelerate
the amortization of the notes.

Delinquency and defaults levels in Spain and Italy are expected to
rise more over the year 2013 according to the forecast of further
economic contraction. While the delinquency ratios for the past
two months have remained stable or decreased slightly, cumulative
defaults have continued increasing reaching a new peak of 4.3%
from 3.9% in December 2012. The effect of the increasing defaults
level has generally been offset by the increase in credit
enhancement levels in SME CLOs due to transaction deleveraging,
and has led to the affirmation of the ratings of most of the
transactions Fitch reviewed during the first four months of 2013.

During April 2013, Fitch reviewed the ratings of 10 SME CLO deals,
resulting in 26 tranches being affirmed, six being upgraded and
two tranches were paid in full.

The spreadsheet, entitled 'SME CLO Compare', is available at
www.fitchratings.com.



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


42 THE CALLS: Administrators Mull Exit Options
----------------------------------------------
Laurence Kilgannon at Insider Media reports that a long-running
dispute between Shepherd Construction and the billionaire owner of
42 The Calls has led to the hotel entering administration again,
Insider can reveal.

The wrangle has now been settled and administrators are assessing
how best to exit administration, Insider Media relates.

42 The Calls, a former 18th century riverside corn mill that was
converted into a boutique hotel in 1991, was part of the JJW hotel
empire controlled by Saudi billionaire Sheikh Mohamed bin Issa Al
Jaber, one of the richest men in the world, Insider Media
discloses.

But the hotel, which has been trading well and is frequently fully
booked, fell into administration because of a dispute between
Berners, a connected company of Al Jaber, and Shepherd
Construction about a building contract for a London hotel dating
back to 2008, Insider Media notes.

That dispute was initially settled in 2010 but after JJW lapsed on
agreed payments, Shepherd was granted a GBP2.6 million security
over 42 The Calls to cover any future defaults, Insider Media
states.

When JJW failed to honor a deferred payment in September 2012,
Shepherd applied to have administrators from Duff & Phelps
appointed to Hotel Company 42 The Calls Ltd, the business which
traded as 42 The Calls, Insider Media recounts.

According to Insider Media, in their report, joint administrators
John Whitfield and Matthew Ingram, who were appointed on February
15, stress that the administration was not a result of poor
trading but purely because of the security granted over the
property.

Following the administration a settlement was agreed in March and
Shepherd has released its security, Insider Media discloses.

Now administrators are deciding how the business can exit
administration, Insider Media notes.  Although a CVA is their
preferred option, JJW, as cited by Insider Media, said it was not
possible as Al Jaber is the only secured creditor and has waived
anything he is owed.

According to Insider Media, a spokesman for JJW added a CVA was
not appropriate and argued that the administrators could release
the assets back to JJW with an order of the court.

The directors of Hotel Company 42 The Calls Ltd. are happy to
provide an undertaking to pay any creditors that puts forward a
claim while maintaining no other party was owed money, Insider
Media discloses.

42 The Calls is a luxury Leeds hotel.


BEST BUY: European Exit Slight Credit Positive, Fitch Says
----------------------------------------------------------
Best Buy Co, Inc.'s planned sale of its 50% interest in Best Buy
Europe is viewed by Fitch Ratings as a slight credit positive. The
sale of its interest in Best Buy Europe will enable Best Buy's
management to focus on strengthening its core North American
business, enhancing its liquidity, and modestly reducing its
financial leverage.

Best Buy plans to sell its interest in the joint venture it
created in 2008 with Carphone Warehouse Group plc (CPW) to CPW for
US$775 million. CPW entered into the Best Buy Europe joint venture
in June 2008, paying US$2.25 billion for a 50% interest. The sale
will generate pretax proceeds of US$775 million. In addition, Best
Buy will pay CPW US$45 million to terminate obligations under
existing agreements and will take a noncash asset impairment
charge of approximately US$200 million.

In the fiscal year ending February 2013, Best Buy Europe generated
revenues of US$5.6 billion (or 11.2% of Best Buy's total volume),
had an estimated EBITDA of US$300 million to $325 million, an
estimated rent expense of around US$225 million, and $596 million
in debt outstanding as of February 2013. Based on this, we
estimate that the sale of Best Buy Europe will reduce Best Buy's
leverage (lease-adjusted debt/EBITDA) by 0.2x-0.3x from a reported
3.2x as of Feb. 2, 2013.

"However, we note that our EBITDA and rent expense estimates were
prepared using CPW financials that are based on IFRS accounting
and could therefore be materially different from the numbers
recognized under GAAP accounting. As disclosed in the company's
press release, Best Buy expected revenues of US$5.5 billion to
US$5.6 billion and adjusted non-GAAP earnings per share to be
immaterial from Best Buy Europe in 2013. Therefore, the impact to
leverage could be slightly better or worse than our expectations,"
Fitch says.

"In 2012, Best Buy's revenues declined by 1%, EBITDA declined by
24% to US$2.5 billion, and adjusted leverage increased to 3.2x
versus the mid-2.0x range the company maintained between 2009 and
2011. We expect top line and EBITDA to remain under pressure as we
continue into 2013. Fitch believes that, despite having dominant
market shares in many categories, it could be difficult and
expensive for Best Buy to retain its current market share as
price-conscious consumers gravitate toward the lowest prices
within the online and brick and mortar channels."

Fitch rates Best Buy's Issuer Default Rating (IDR) at 'BB-', with
a Negative Rating Outlook. Best Buy faces competitive headwinds
that are pressuring comparable store sales, profitability, and its
credit profile.


BRIGHTHOUSE GROUP: S&P Assigns Prelim. 'B-' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
preliminary long-term corporate credit rating to U.K.-based rent-
to-own retailer BrightHouse Group Ltd. (BrightHouse).  The outlook
is stable.

At the same time, S&P assigned its 'B-' preliminary issue rating
to BrightHouse's GBP220 million senior secured notes maturing in
2018.  The preliminary recovery rating on this instrument is '3',
indicating S&P's expectation of meaningful (50%-70%) recovery
prospects in the event of a payment default.

The preliminary ratings reflect S&P's assumption that in the next
few months, BrightHouse will refinance its outstanding debt by
completing the following steps:

   -- Issuing GBP220 million senior secured notes maturing in
      2018.

   -- Signing a GBP25 million revolving credit facility (RCF)
      maturing in 2017.

   -- Repaying its existing RCF, of which GBP76 million was
      outstanding at year-end 2012.

   -- Paying GBP140 million to its shareholder, the British
      private equity fund Vision Capital.  At the end of this
      transaction, GBP25 million of shareholder loans maturing in
      2036 will remain outstanding.

The preliminary ratings on BrightHouse also reflect S&P's view of
the company's "highly leveraged" financial profile and "weak"
business profile.

S&P's assessment of BrightHouse's financial risk profile is
constrained by its sizable debt and limited free operating cash
flow (FOCF) after new store openings.  Pro forma the refinancing,
S&P calculates Standard & Poor's-adjusted debt to EBITDA of 5.8x
and EBITDA to interest of 2.2x in financial 2013 (ended March 31).
High capital expenditure (capex) constrains FOCF generation, which
in S&P's opinion reflects not only the company's expansion
strategy but also the capital intensity of its business model.
BrightHouse invests in its store portfolio and in rental assets,
which absorb roughly one-half of its revenues.  This feature is
exacerbated by the fact that new stores reach their full potential
only after several years of operations.

S&P's assessment of BrightHouse's business risk profile reflects
its view that the company operates in a small and potentially
vulnerable niche market.  While the legal environment has remained
supportive so far, S&P believes that the Financial Conduct
Authority (FCA), the British regulator of financial services
firms, may impose tougher rules once it takes responsibility for
the rent-to-own industry in April 2014.  Traditional retailers
could also pose a threat, although barriers to entry exist.
BrightHouse's lack of geographic diversity exacerbates these risks
because the company only operates in the U.K.

In S&P's view, new store openings will translate into a meaningful
rise in EBITDA generation at BrightHouse, despite a tough
operating environment for retail in the U.K.  It also reflects
S&P's view that the company will be able to maintain an "adequate"
liquidity position, with sufficient cash on hand to finance new
store openings and more than 15% headroom under its covenant.

S&P could lower the rating if the company's growth plan does not
materialize, which would cause the headroom under the covenant to
decline to less than 15%.  This could result notably from tougher
regulation or rising competition.  A mismanagement of working
capital or a higher rise in capex than S&P anticipates, leading to
substantially negative reported FOCF, could also trigger a
negative rating action.

S&P could raise the rating if the adjusted debt-to-EBITDA ratio
falls to less than 5x on a sustainable basis and if FOCF
generation improves significantly, owing to sustained positive
business growth trends, and consequently to a sustainable
improvement in adjusted EBITDA.  Rating upside could also arise if
S&P believes that regulatory and competition risks have diminished
significantly, which could lead S&P to reassess the company's
business risk profile.


COAST SEAFOOD: Goes Into Liquidation
------------------------------------
Bournemouthecho reports that Coast Seafood Limited has gone into
liquidation.  The decision to pull the plug on the Poole seafood
business was made following a creditors' meeting at a business
recovery company in Southampton.

The report says Coast Seafood is based at Kinson Pottery Business
Park in Ringwood Road and has around 14 members of staff after
cutting its workforce by around half in January.

Records with Companies House show Edward Ellis as the only
director of the company after the directorship of Ben Brafman was
terminated on March 26, according to the report.

Mr. Brafman is the sole director of a separate company, Coast
Seafood (Retail) Ltd, after Mr. Ellis's directorship was
terminated on the same date last month.

Ben Brafman is the director of Cafe Shore Holdings Limited, the
parent company of Cafe Shore at Sandbanks.  Cafe Shore Limited was
served a winding up petition by the taxman this year and went into
liquidation.

The cafe continues to operate under Cafe Shore Holdings Limited,
the report adds.


CONVERSUS CAPITAL: Appoints Liquidators; Directors Resign
---------------------------------------------------------
Conversus Capital, L.P. has appointed Nicholas John Vermeulen --
nick.vermeulen@gg.pwc.com -- and Evelyn Brady, partners with
PricewaterhouseCoopers CI LLP, as the joint liquidators for
Conversus, its general partner Conversus GP, Limited and
Conversus' remaining entities, effective immediately.

Conversus Board members Laurance Hoagland, Kathryn Matthews and
Dr. Per Stromberg, as well as Conversus' Chief Executive Officer,
Tim Smith, resigned their positions in conjunction with the
appointment of the joint liquidators.  Paul Guilbert will remain
as a Board member until the final liquidation of Conversus.

In conjunction with the completion of a liquidation period, which
is expected to last up to twelve months, Conversus will make a
final distribution to its unit holders in accordance with Guernsey
law.  While no assurances can be given as to the amount and timing
of unit holder distributions, Conversus does not
expect additional distributions to be made prior to the final
distribution.

Euronext Amsterdam has determined that Conversus' units will be
delisted from NYSE Euronext in Amsterdam, the regulated market of
Euronext Amsterdam, in conjunction with the final unit holder
distribution. Following the completion of the liquidation,
Conversus will cease to exist.

It is anticipated that Conversus' regulatory approval to operate
as an authorized closed-ended collective investment scheme in
Guernsey will be suspended during the liquidation period and that
it will cease to be registered as a collective investment scheme
permitted to offer participation rights in the Netherlands
pursuant to article 2:66 of the Financial Market Supervision Act
(Wet op het financieel toezicht).

                     About Conversus Capital

Conversus is a limited partnership based in Guernsey and is
currently in liquidation.  Upon completion of the liquidation,
Conversus will cease to exist.


DECO 12 - UK 4: S&P Lowers Rating on Class D Notes to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on DECO 12 - UK 4 PLC's notes.

Specifically, S&P has:

   -- Raised its rating on the class A-1 notes;

   -- Lowered and removed from CreditWatch negative its ratings
      on the class A-2 and B notes;

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

   -- Affirmed its ratings on the class E and F notes.

The rating actions follows S&P's review of the remaining five
underlying loans and the application of its updated European
commercial mortgage-backed Securities (CMBS) criteria.

On Dec. 6, 2012, S&P placed on CreditWatch negative its ratings on
DECO 12 - UK 4's class A-2 and B notes following an update to its
criteria for rating European CMBS transactions.

Although the property cash flows for the five underlying loans
have been relatively stable since issuance, S&P anticipates that
loan recoveries may come under further pressure if refinancing
conditions continue to be difficult.

                   TESCO LOAN (89% OF THE POOL)

This loan was funded to finance the sale and leaseback of 16 U.K.
Tesco locations.  At closing, Tesco PLC signed 20-year and four-
month full repairing and insuring leases.  In 2010, Tesco inserted
break options into the leases.  The servicer agreed to this on the
condition that the tenant can only exercise the break option if
the loan has fully repaid, has not defaulted, or has pending
enforcement actions.  Consequently, the weighted-average lease
term (WALT) reduced by 10 years and now stands at 3.87 years.  The
loan has a reported securitized loan-to-value (LTV) ratio of 68%,
based on a 2006 valuation of GBP510 million.  S&P believes that
the LTV ratio is higher than the reported figure, but S&P do not
expect principal losses on this loan.  The loan matures in 2017.

               BOREHAMWOOD LOAN (4.67% OF THE POOL)

This loan is secured against seven small U.K. retail properties.
It has a final maturity date of April 20, 2014 and is interest-
only for the full term.  The properties are 91.85% occupied by 12
tenants.  The remaining income is secured against covenants of
varying quality and the WALT is 8.91 years.  The loan defaulted
due to a breach of the interest coverage ratio covenant and was
subsequently transferred into special servicing in 2011.  The
borrower has partially paid the debt service fees and the special
servicer has retained funds to cover expected future operating
expenses and professional fees.  The special servicer intends to
dispose of the assets individually.  S&P believes that principal
losses are likely on this loan, due to the secondary nature of
the assets.

                REMAINING LOANS (6.33% OF THE POOL)

The remaining loans in the pool are backed by secondary mixed-use
U.K. commercial properties.  Due to the current difficult economic
conditions, refinancing risks have increased as a result of
declining rental income and capital values.  In S&P's opinion, it
believes that there are likely to be principal losses on these
loans as a result.

In November 2012, S&P reviewed this transaction because the junior
classes of notes experienced interest shortfalls due to third-
party fees and expenses, which cannot be funded by excess spread.
Instead, the unrated class X notes receive excess spread.  S&P
understands that the transaction cannot use the liquidity facility
to pay the interest shortfalls, because the shortfalls have not
resulted from shortfalls at the loan level.  Moreover, S&P
believes that the size of the extraordinary fees/expenses may
increase if the borrower transfers other loans to special
servicing, or if new valuations trigger an appraisal reduction.
In the case of an appraisal reduction, the amount available to be
drawn under the liquidity facility would be reduced.  S&P
therefore expects interest shortfalls to continue.

                         RATING RATIONALE

S&P do not expect the class A-1 notes to experience principal
losses and following the application of its updated European CMBS
criteria, S&P has raised to 'A+ (sf)' from 'A (sf)' its rating on
the A-1 notes.

S&P has lowered its ratings on the class A-2, B, C, and D notes
due to reduced available credit enhancement and the continued risk
of future cash flow disruptions.  At the same time, S&P has
removed from CreditWatch negative its ratings on the class A-2 and
B notes.

S&P has affirmed its 'D (sf)' ratings on the class E and F notes
due to continued interest shortfalls and its expectations of
principal losses.

At closing, DECO 12 - UK 4 comprised 10 loans and 41 U.K.
predominantly retail properties with a portfolio balance of
GBP672 million.  There are five remaining loans with a current
securitized balance of GBP390 million.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class         Rating             Rating
              To                 From

DECO 12 - UK 4 PLC
GBP672.884 Million Commercial Mortgage-Backed Floating-Rate Notes

Rating Raised

A-1           A+ (sf)            A (sf)

Ratings Lowered and Removed From CreditWatch Negative

A-2           BBB (sf)           A (sf)/Watch Neg
B             BB (sf)            BBB (sf)/Watch Neg

Ratings Lowered

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

Ratings Affirmed

E             D (sf)
F             D (sf)


EXOVA GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised to
stable from negative its outlook on U.K.-based testing,
inspection, and certification provider Exova Group Ltd (Exova).
At the same time, S&P affirmed at 'B' its long-term corporate
credit rating on the group.

In addition, S&P affirmed its issue rating on the senior bank
facilities issued by Exova PLC (a subsidiary 100% indirectly owned
by Exova and formerly known as Exova Ltd.) at 'BB-', two notches
above the corporate credit rating on Exova.  These facilities
comprise a GBP40 million term loan B due 2016, a GBP40 million
term loan C due 2017; and a GBP35 million revolving credit
facility (RCF) due 2015, of which GBP10 million is available for
letters of credit.  The recovery rating on these instruments is
'1', reflecting S&P's expectation of very high (90%-100%) recovery
prospects in the event of a payment default.

Finally, S&P affirmed its issue rating on Exova's GBP155 million
senior unsecured notes due 2018 and issued by Exova PLC at 'B-',
one notch below the corporate credit rating on Exova.  The
recovery rating on these notes is '5', reflecting S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.

The outlook revision reflects S&P's view that increasing demand
for Exova's services, coupled with the company's ongoing efforts
to strengthen its sales force and operate more efficiently, have
resulted in good organic revenue growth.  S&P also believes that
these moves have supported an improvement in Exova's Standard &
Poor's-adjusted EBITDA margin.

The rating actions reflect S&P's assessment of Exova's business
risk profile as "fair" and financial risk profile as "highly
leveraged," under its criteria.  Exova has historically had a
high, but stable, level of fixed costs, which has led to
significant operational gearing, in S&P's opinion.  S&P notes that
when revenues are increasing, operational gearing contributes to
improved profitability.

S&P forecasts that Exova's revenues will increase at a high
single-digit rate to about GBP270 million at Dec. 31, 2013.  At
the same time, S&P anticipates that the group's adjusted EBITDA
will be about GBP60 million.  S&P projects that the group's
adjusted debt to EBITDA will remain stable at just more than 10x
including shareholder loans, and just more than 5x without, and
that its adjusted funds from operations (FFO) to debt will be
about 7% (about 14% excluding shareholder loans).  S&P believes
that Exova's credit measures will remain stable in the near to
medium term.

The issue rating on the GBP155 million senior unsecured notes due
2018 and issued by Exova PLC is 'B-', one notch below the
corporate credit rating on Exova.  The recovery rating on these
notes is '5', reflecting S&P's expectation of modest (10%-30%)
recovery in the event of a payment default.

The issue rating on Exova PLC's senior bank facilities is 'BB-',
two notches above the corporate credit rating on Exova.  These
facilities comprise a GBP40 million term loan B due 2016; a
GBP40 million term loan C due 2017; and a GBP35 million RCF due
2015 (of which GBP10 million would be available for letters of
credit).  The recovery rating on these instruments is '1',
reflecting S&P's expectation of very high (90%-100%) recovery in
the event of a payment default.

The issue and recovery ratings reflect S&P's valuation of Exova as
a going concern.  The valuation is underpinned by S&P's view of
Exova's solid business position in a profitable and relatively
stable industry, and sound geographic and client-base diversity.
The high cash-conversion rate and barriers to entry, as well as
Exova's reputable track record, solid accreditations, and client-
specific approvals lend further support to the likelihood of
reorganization.  Based on this valuation, S&P estimates Exova's
stressed enterprise value at about GBP150 million at S&P's
hypothetical point of default in 2016.  S&P's default scenario is
driven by a weakness in the demand for laboratory-based testing
services, and the group's limited short-term cost-base
flexibility.

The senior bank facilities are guaranteed by entities generating
about 92% of the group's EBITDA and about 81% of its assets, as of
the end of financial year 2011, and benefit from a first-priority
pledge on the guarantors' assets and shares.

The GBP155 million notes are guaranteed on a senior unsecured
basis by the same entities that are guarantors for the bank
facilities.

The agreements for the bank facilities contain financial covenants
including fixed charge coverage of 1x, a net senior secured
leverage ratio of 2x, and cash interest coverage of 1.64x (2x in
2012 and thereafter), as well as a negative pledge.

The issue and recovery ratings are constrained by the group's
considerable geographic diversification, which could delay or
lower recoveries in the case of a multijurisdictional insolvency
process.

The stable outlook reflects S&P's expectation that demand for
Exova's services should remain stable for S&P's rating horizon of
12 to 18 months, that margins will remain strong, and that the
company should be able to sustain cash interest coverage of more
than 2x.

S&P considers that rating upside is limited at this stage, given
the group's tolerance for aggressive financial policies.  These
include, in S&P's view, high leverage, acquisitions, and
potentially aggressive shareholder returns due to the company's
private equity ownership.

S&P could lower the rating if the group experiences severe margin
pressure, or poorer cash flows leading to weaker credit metrics.
Additionally, debt-financed acquisitions, or an increase in
shareholder distributions, could also result in weaker credit
metrics, which could in turn lead S&P to lower the rating.  S&P
notes that the group's sizable shareholder loans have aggressive
payment-in-kind rates, and that, as a result, noncash interest
could accrue at a rate that outpaces EBITDA growth.  This would
likely constrain credit metrics.  If cash interest coverage were
to fall to less than 2x, S&P could consider lowering the ratings.


INEOS GROUP: Moody's Affirms B2 Corp. Rating; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating of Ineos Group Holdings
S.A. Concurrently, Moody's has affirmed the ratings on Ineos'
various debt instruments that remain outstanding, including the B1
rating on the expanded senior secured term loan B (an additional
US$570 million issued by Ineos US Finance LLC and
EUR300 million by Ineos Finance plc).

In addition, Moody's has also assigned a provisional (P)Caa1
rating to the proposed US$678 million senior notes, issued by
Ineos Group Holdings S.A., which comprise two tranches maturing in
2018 and 2020, respectively. The outlook on all ratings remains
positive.

Moody's expects that Ineos will use the proceeds of the proposed
new senior secured term loan B adds-on and senior notes to retire
(1) US$967 million of senior secured notes, issued by Ineos
Finance plc, maturing in May 2015; and (2) the US$678 million
tranche of the senior notes, issued by Ineos Group Holdings S.A.,
maturing in February 2016.

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

Ratings Rationale:

"We have affirmed Ineos' B2 CFR because although the new notes and
term loan debt modestly improve the company's liquidity and debt
profile, the rating continues to be constrained by the paucity of
free cash flow and the lack of improvement in financial metrics
over the past year," says Anthony Hill, a Moody's Vice President -
Senior Analyst and lead analyst for Ineos.

Ineos' B2 CFR primarily reflects the group's (1) highly leveraged
capital structure and weak interest coverage metrics, which limit
its financial flexibility and ability to incur additional
indebtedness if needed; (2) inherent cyclicality and exposure to
volatile raw material prices, which have historically led to
volatile earnings over the cycle; and (3) substantial exposure to
the weakening of European olefin margins. However, the company's
rating benefits from the group's (1) strong liquidity and
reinforced capital structure; (2) position as one of the world's
largest and most diversified chemical groups, enjoying leading
market positions across a number of key commodity chemicals; (3)
vertically integrated business model, which ensures Ineos can
capture margins across the value chain, whilst benefitting from
certainty of supply and economies of scale; (4) well-invested
production facilities, with the majority ranking in the first or
second quartiles on the regional industry cost curve; and (5)
track record of generating positive, albeit modest, cash flows
over the past five years.

The proposed transactions comprise (1) the refinancing of the
US$967 million of senior secured notes maturing in May 2015, with
US$570 million and EUR300 million of term loan B adds-on maturing
in 2018; (2) the refinancing of the US$678 million tranche of
senior notes maturing in February 2016, with new senior notes that
comprise two tranches maturing in 2018 and 2020; and (3) the
repricing of the three tranches of the term loan B. Moody's
expects these transactions to lengthen Ineos' debt maturity
profile and to reduce the company's annual interest expenses by
around EUR 90 million.

Ineos' financial year-end December 2012 (FYE 2012) results were
supported by the strong performance of its Olefins and Polyolefins
(O&P) North America division. The EBITDA margin of O&P North
America (17% of FYE 2012 segment sales) increased to 20.5% in FYE
2012 from 13.3% in FYE 2011, compared with a decline to 1.5% from
4.8% in O&P Europe (38% of FYE 2012 segment sales) and to 7.4%
from 9.0% in Chemical Intermediates (45% of FYE 2012 segment
sales). At the group level, the EBITDA margin was 8.7% in FYE 2012
compared with 9.6% in FYE 2011 and net debt was 4.5x EBITDA in FYE
2012 compared with 4.1x in FYE 2011 (all ratios and margins are on
a Moody's-adjusted basis).

Positive Outlook

The positive outlook on the ratings reflects Moody's expectation
that Ineos will continue to focus on deleveraging and improving
its financial flexibility. To the extent that the improvement in
its North American operations largely offsets the decline in its
other operations and allows the company to generate meaningful
free cash flow, there would be upside to the rating.

What Could Change The Rating Up/Down

Moody's would consider upgrading Ineos' rating to the extent that
it can generate meaningful free cash flow and reduce balance sheet
debt in 2013, leading to an improved net debt/EBITDA ratio that is
around 4.5x. This would also imply the maintenance of a solid
liquidity profile, with no or limited erosion in current cash
levels. An upgrade of the rating would also require Ineos to
display an interest coverage ratio comfortably above 2.75x, and
display a retained cash flow (RCF)/debt ratio above 10% on a
sustained basis.

Conversely, negative rating pressure, although unlikely at this
stage, could develop in the event of the group suffering a
material deterioration in operating performance, leading to (1) a
sustained weakness in cash flow generation with RCF/debt falling
to the low single digits in percentage terms; and (2) weaker debt
coverage metrics, with a net debt/EBITDA ratio consistently above
5.5x. Moreover, the ratings could also come under negative
pressure in the event of sustained negative free cash flow
generation weakening the group's liquidity profile.

The following debt instrument ratings were assigned, outlook
positive:

Ineos Group Holdings S.A.:

GTD Senior Global Notes ($) due 2018, (P)Caa1 /LGD5 - 87%

GTD Senior Global Notes ($) due 2020, (P)Caa1 /LGD5 - 87%

The following debt instrument ratings were affirmed, outlook
positive:

Ineos Group Holdings S.A.:

GTD Senior Global Notes (EUR) due 2016, Caa1 /LGD5 - 87%

GTD Senior Global Notes ($) due 2016, Caa1 /LGD5 - 87%

Ineos US Finance LLC:

Senior Secured Term Loan B ($) due 2015, B1 /LGD3 - 32%

Senior Secured Term Loan B ($) due 2018, B1 /LGD3 - 32%

Ineos Finance plc:

GTD Senior Secured Global Notes ($) due 2015, B1 /LGD3 - 32%

GTD Senior Secured Global Notes (EUR) due 2015, B1 /LGD3 - 32%

Senior Secured Term Loan B (EUR) due 2018, B1 /LGD3 - 32%

GTD Senior Secured Global Notes (EUR, Floating Rate) due 2019, B1
/LGD3 - 32%

GTD Senior Global Notes ($) due 2019, B1 /LGD3 - 32%

GTD Senior Global Notes ($) due 2020, B1 /LGD3 - 32%

Principal Methodology

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

Ineos Group Holdings S.A. was established in 1998 via a management
buy-out of the former BP petrochemicals asset in Antwerp, which
was led by Mr. Ratcliffe, chairman of Ineos Group Holdings S.A.
The group has subsequently grown through a series of acquisitions
and at the end of 2005 acquired Innovene Inc., a 100% subsidiary
of BP, in a US$9 billion buy-out, transforming Ineos into one of
the world's largest chemical companies (measured by turnover). In
FYE 2012, Ineos reported a turnover of EUR18.2 billion and
Moody's-adjusted EBITDA (excluding the discontinued refining
division) of EUR1.6 billion.


MARCHES CREDIT: Baker Tilly Appointed as Liquidators
----------------------------------------------------
InsolvencyNews.com reports that Herefordshire-based Marches Credit
Union Limited has gone into liquidation following an order issued
by the High Court.

Members of the Union however have been assured that savings and
deposits will not be affected, InsolvencyNews.com relates.

According to the report, the liquidation follows action taken by
directors who brought certain undisclosed matters to the attention
of police which are subject to on-going investigations.

Guy Mander and Graham Bushby of Baker Tilly Restructuring and
Recovery LLP, were appointed liquidators of the Union on
April 23, 2013, InsolvencyNews.com discloses.

InsolvencyNews.com relates that Guy Mander, joint liquidator, said
steps have been taken to inform all members that their savings are
protected.

"We have immediately written to all members and juvenile
depositors to provide them with information as regards FSCS,
details of alternative local credit unions and other steps they
may wish to take," the report quotes Mr. Mander as saying.

Following the winding up order, March Credit Union Limited, which
employs approximately 400 members, is no longer able to accept
deposits or make loans.

The Financial Services Compensation Scheme (FSCS) has confirmed to
the liquidators that members' deposits/savings will be protected
under the FSCS and that they will aim to reimburse members within
seven days of the winding up order.


NEW LOOK: Moody's Assigns First-Time B3 CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a first-time B3 corporate
family rating and B3-PD probability of default rating to New Look
Retail Group Limited, the ultimate holding company of the New Look
group. Concurrently, Moody's has assigned a provisional (P)B1
rating, with a loss given default assessment of LGD3, 32%, to the
proposed GBP800 million worth of senior secured notes due 2018 to
be issued by New Look Bondco I plc. The outlook on the ratings is
stable.

The proceeds from the proposed notes will be used to (1) repay all
of New Look's outstanding debt, which includes senior and
mezzanine facilities; (2) repay a cash amount of existing payment-
in-kind (PIK) loans in connection with a PIK exchange offer; and
(3) pay fees and expenses associated with the proposed refinancing
transactions.

"The B3 rating we assigned to New Look balances the company's
exposure to fashion risk, the persistently weak environment in its
core European markets and its high leverage with its good brand
recognition in the value fashion category, international
diversification and fast growing e-commerce platform," says
Yasmina Serghini-Douvin, a Moody's Vice President - Senior Analyst
and lead analyst for New Look.

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

Ratings Rationale:

B3 CFR/B3-PD PDR

The assigned B3 CFR primarily reflects New Look's exposure to
fashion risk, even though it only has a moderate presence in the
high fashion segment and it uses its flexible supply chain to
replicate fashion trends more quickly, as well as the competitive
and persistently weak environment in the company's core European
markets, which pressure its like-for-like sales growth.
Importantly, the rating is constrained by the company's high
leverage -- defined as debt/EBITDA, after Moody's adjustments
principally for capitalized operating leases -- which Moody's
estimates to be in excess of 7.0x at the end of March 2013, pro
forma for the proposed capital structure (including the PIK
notes).

New Look's performance has suffered in recent years from subdued
consumer demand and certain issues in connection to inconsistent
ranging, product and quality, in the context of a relocation of
its buyers team from Weymouth to London, which resulted in higher
markdowns. However, the rating factors in that the company has
implemented corrective actions, leading to an increase in its
like-for-like sales (-0.8% in the 52 weeks to December 22, 2012
compared with -5.9% in the financial year ended March 24, 2012)
and underlying operating profit margin (6.9% versus 4.3%).

The new B3 CFR also positively reflects New Look's position as one
of the UK's leading apparel retailers, with the company benefiting
from (1) good brand recognition in the value fashion category; (2)
a degree of international diversification, especially across
western Europe and the Middle East through both wholly owned
stores and franchises; and (3) a fast growing e-commerce platform
and improving operational performance on the back of the
successful roll-out of its 'Concept store' refurbishment program
and the implementation of cost-saving initiatives.

Moody's considers that following the proposed refinancing
transactions, New Look's liquidity profile will be satisfactory
overall. It will be supported by expected positive free cash flow
generation over the next 12 months and access to a covenanted
GBP75 million revolving credit facility (RCF). This, together with
New Look's cash balances, should be sufficient to cover the
company's seasonal working capital requirements. Furthermore, the
new RCF contains a leverage covenant defined as net
indebtedness/company's-adjusted EBITDA, with the first covenant
test set in June 30, 2014, under which the company is expected to
have comfortable headroom.

(P)B1 Rating On Senior Secured Notes

The (P)B1 (LGD3, 32%) assigned to New Look's senior secured notes
due 2018 reflect their position as secured liabilities ranking
ahead of a sizeable amount of PIK loans and junior only to a
moderately sized super senior RCF. The secured notes are
guaranteed by certain guarantor subsidiaries representing as at
and for the 52 weeks to December 22, 2012 82.9%, 97.3% and 75.0%
of the company's consolidated revenue, adjusted EBITDA and the
assets of the restricted group, respectively. These notes will be
secured by fixed and floating charges on a first-ranking basis
over substantially all of the assets of the issuer and guarantor
subsidiaries. However, in an enforcement scenario, the RCF would
have priority rights on the proceeds from the collateral.
Moreover, it will benefit from additional guarantees of certain
French subsidiaries, and will be secured by assets of these
entities.

In its assessment, Moody's has assumed that New Look will
successfully execute its PIK exchange transaction, as a result of
which the only PIK loans remaining will be within the restricted
group and will mature after the RCF and secured notes.

Rationale For The Stable Outlook

The stable outlook on the ratings reflects Moody's view that, as a
result of management's focus on controlling costs and reduced
markdowns, New Look's performance should continue to improve
regardless of the still challenging European consumer environment.
To maintain a stable outlook, New Look will need to generate
positive free cash flow and to reduce its debt/EBITDA ratio below
7.0x, towards 6.5x.

What Could Change The Rating Up/Down

Moody's could upgrade the rating if New Look restores its margins
with, for instance, a reported EBITDA margin in the mid-teens in
percentage terms, which would support a reduction in adjusted
debt/EBITDA below 6.0x.

Conversely, negative pressure could build if New Look fails to
deleverage such that debt/EBITDA remains above 7.0x and
EBITA/interest expense decreases below 1.0x. Concerns about the
company's ability to generate positive free cash flow, to access
its RCF or to maintain covenant headroom could also result in a
downgrade.

Principal Methodology

The principal methodology used in these ratings was the Global
Retail Industry published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Weymouth, UK, New Look Retail Group Limited is a
value fashion retailer selling a range of apparel, accessories and
footwear primarily for women. The company had total revenue of
GBP1.4 billion and operating profit of GBP49.3 million in the
financial year ended March 24, 2012.


UK COAL: Downplays Liquidation Rumors; Business Remains Viable
--------------------------------------------------------------
BBC News reports that UK Coal Operations has said its business
remains viable, despite claims that a fire at its Daw Mill
colliery has left it with cash-flow problems.

The company was forced to close the Warwickshire mine after a fire
broke out at the end of February, BBC recounts.

According to BBC, the Financial Times said the firm was seeking
involuntary liquidation.

UK Coal's chief executive, Kevin McCullough, told BBC: "There has
been some further unhelpful and inaccurate speculation."

Mr. McCullough, as cited by BBC, said the company's "main focus"
had been "preserving 2,000 jobs and securing the future of UK coal
mining".

"Our remaining mines have been performing well since the fire at
Daw Mill and we continue to work closely with our employees,
government, pension funds, the Pensions Regulator, suppliers and
customers," BBC quotes Mr. McCullough as saying.

"We remain positive that we have an underlying profitable
business."

BBC notes that the company said its remaining deep mines,
Kellingley in Yorkshire, Thoresby in Nottinghamshire and six
surface mines, remain viable and discussions continue with "a wide
range of interested parties".

The report in the FT newspaper claimed the closure of Daw Mill
means the company is battling with day-to-day cash demands, BBC
discloses.

According to BBC, the FT claimed it had seen a document that
revealed that the company's recent cash flow problems had led to a
request to defer payment to the Inland Revenue.

The FT said the request was turned down, BBC recounts.  HM Revenue
& Customs would not confirm this, BBC states.

According to BBC, the company would not comment on the details
made by the FT, but Mr. McCullough acknowledged that "there will
undoubtedly be some difficult decisions as we have had to look at
all possible option".

"But," Mr. McCullough, as cited by BBC, said, "there is a good
business here, with 2,000 families depending on our workforce and
I am confident we will be able to announce more news in the coming
days."

UK Coal Mine Holdings is the country's biggest coal producer,
supplying about 5% of the UK's energy needs.


WHITECASE LTD: Recycling Firm Placed Into Liquidation
-----------------------------------------------------
scrap-ex.com reports that Whitecase Ltd, which was better known as
Leeds Paper Recycling, was placed into liquidation following a
meeting of creditors.

scrap-ex.com says the company's assets including vehicles and
collection rounds have been sold to Rotherham-based recycling and
waste management company WRD Group.

"Following a creditors meeting on April 24, 2013, Howard Smith and
Mark Firmin of KPMG's restructuring practice were appointed as
joint liquidators of Whitecase Ltd (which formerly traded as Leeds
Paper Recycling Ltd)," liquidators KPMG said in a statement,
scrap-ex.com reports.

"The business was placed into liquidation due to a shortage of
working capital which arose following its failure to secure
additional investment.

"The liquidators will focus on managing an orderly wind down of
Whitecase's administrative matters, including liaison with its
creditors."

Whitecase Ltd is a Leeds-based recycling and waste management
company.


* UK: Publishable Stress Tests Loom for Banks
---------------------------------------------
Brooke Masters and Patrick Jenkins at The Financial Times report
that publishable stress tests that could affect bonus and dividend
payments are looming for UK banks now that regulators have
enlisted the financial stability experts at the Bank of England to
help them come up with "doomsday scenarios".

The FT has learnt that the UK's new Financial Policy Committee
last month told the BoE and the new Prudential Regulation
Authority to "develop proposals for regular stress testing of the
UK banking system" starting next year.

However, Andrew Bailey, chief banking supervisor, has said his
team does not have the resources to do anything comparable to the
annual public exercise conducted by the US Federal Reserve, the FT
notes.

The UK has run periodic stress tests on its largest banks since
2008 but a single team works on each bank sequentially and does
not make the results public, the FT discloses.

The reorganization this month of the UK regulatory system has
opened up another solution, the FT says.  Mr. Bailey and his bank
supervisors have become the PRA, an arm of the BoE, the FT
discloses.  That means they can now join forces with the central
bank's well respected financial stability experts, headed by Andy
Haldane, the FT states.

According to the FT, people familiar with the matter said that the
PRA would still have primary responsibility for running the stress
tests but they could draw on Mr. Haldane's team for help with the
theoretical work underpinning them.



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


* BOOK REVIEW: The Luckiest Guy in the World
--------------------------------------------
Author: Boone Pickens
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://is.gd/98dVRC

"This is the story of a man who turned a $2,500 investment into
America's largest independent oil company in thirty years and
along the way discovered that something is terribly wrong with
corporate America. Mesa Petroleum is the company, and I'm the
man." Thus begins the autobiography of Boone Pickens, who
prefers to be referred to without his first initial, "T."

Mr. Pickens' autobiography was originally published in 1987, at
the end of the rollercoaster years when he was one of the most
245 famous (or infamous, depending on your point of view) and
mostfeared corporate raiders during a decade known for corporate
raiding. For the 2000 Beard Books edition, Pickens wrote an
additional five chapters about the subsequent, equally
tumultuous, 13 years, during which time he suffered corporate
raiders of his own, recapitalized, and retired, only to see his
beloved company merge with Pioneer. One of his few laments is
being remembered mainly for the high-profile years, rather than
for the company he built from virtually nothing.

Of the takeover attempts, he says: "I saw undervalued assets in
the public marketplace. My game plan with Gul, Phillips, and
Unocal wasn't to take on Big Oil. Hell, that wasn't my role. My
role was to make money for the stockholders of Mesa. I just saw
that Big Oil's management had done a lousy job for their
stockholders."

He would prefer to be known as a champion of the shareholder
rights movement, which prompted big corporations to become more
responsive to the needs and demands of their stockholders. He
founded the United Shareholders Association, a group that
successfully lobbied for changes in corporate governance. In a
memorable interview in the May/June 1986 Harvard Business
Review, Pickens said, "Cheif executives, who themselves own few
shares of their companies, have no more feeling for the average
stockholder than they do for baboons in Africa."

Boone Pickens was born in 1928 in Holdenville, Oklahoma. His
grandfather was Methodist missionary to the Indians there; his
father was a lawyer and small player in the oil business.
People in Holdenville worked hard and used such expressions as
"Root hog or die," meaning "Get in and compete or fail."
The family later moved to Amarillo, Texas, where Pickens went to
Texas A&M for one year, but graduated from Oklahoma State
University in 1951 with a degree in geology. He worked at
Phillips Petroleum for three years, and then, despite growing
family obligations, struck out on his own. His wife's uncle
told him, "Boone, you don't have a chance. You don't know
anything."

This book is a wonderful read. Pickens pulls no punches, and is
as hard on himself as anyone else. He talks about proxy fights,
Texas-Oklahoma football games, his three marriages, poker,
takeover strategies, and unfair duck hunting practices, all in
the same easy tone. You feel like he's sitting right there in
the room with you.

Pickens ends the introduction to this story with this:
"How I got from a little town in Eastern Oklahoma to the towers
of Wall Street is an exciting, unlikely, sometimes painful
story. And, if you're young and restless, I'm hoping you'll
make a journey similar to mine."

Root hog or die!


                            *********

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

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

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

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


                            *********


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

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

Copyright 2013.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *