TCREUR_Public/130726.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, July 26, 2013, Vol. 14, No. 147

                            Headlines


A U S T R I A

ALPINE BAU: Romania Cancels Nearly-Completed Highway Contract
KOMMUNALKREDIT: Fitch Affirms & Withdraws 'b+' Viability Rating


F R A N C E

LFP EUROPE: Fitch Lowers Fund Quality Rating to 'Weak'
PICARD BONDCO: Moody's Affirms 'B1' CFR; Outlook Stable
PICARD GROUPE: S&P Rates EUR480-Mil. Sr. Secured Notes 'BB-'
PICARD GROUPE: Fitch Rates EUR$480MM Sr. Secured Notes 'BB(EXP)'


G E R M A N Y

LOEWE AG: In Talks with Potential Investors in Asia


G R E E C E

DRYSHIPS INC: Ocean Rig Enters Into Skyros Deal with Total E&P
EUROBANK ERGAGIAS: S&P Affirms 'CCC/C' Ratings; Outlook Negative


I R E L A N D

ANGLO IRISH: Gov't Speeds Up Liquidation; To Face More Losses
ANTHRACITE EURO 2006-1: Moody's Affirms 'C' Ratings on 3 Notes
ST PAUL'S CLO II: S&P Assigns 'BB+' Rating to Class E Notes
ST PAUL'S CLO II: Fitch Rates EUR15MM Class E Notes 'BB+sf'


I T A L Y

BANCA CARIGE: Moody's Confirms Ratings on Covered Bonds
* S&P Takes Various Rating Actions on Italian Banks


L U X E M B O U R G

S&B MINERALS: S&P Assigns Prelim. 'B+' Corp. Credit Rating


N E T H E R L A N D S

NEW WORLD: Moody's Lowers CFR to 'Caa1'; Outlook Stable


R O M A N I A

HIDROELECTRICA SA: Exits From Insolvency Process
VULCAN BUCURESTI: Owes RON193 Million to 230 Creditors


R U S S I A

ALROSA OJSC: Fitch Puts 'B' Short-Term Rating on Watch Positive
EVRAZ GROUP: Fitch Affirms 'B' ST Issuer Default Rating


S E R B I A   &   M O N T E N E G R O

JUGOREMEDIJA: Hypo-Alpe-Adria Bank Drafts Turnaround Plan


S L O V E N I A

SKUPINA VIATOR&VEKTOR: To Sell Steel and Defence Arms


S P A I N

BANCO DE SABADELL: Fitch Affirms 'BB+' Issuer Default Rating
UNNIM BANC: Fitch Upgrades Preferred Stock Rating to 'BB-'


U N I T E D   K I N G D O M

CAMCARE DAYCARE: Care Home Business Placed in Liquidation
CEVA GROUP: Moody's Lifts CFR to Caa1 After Debt Restructuring
CLARENCARE LTD: Care Home Sold Out of Liquidation
HIBU PLC: Agrees to Restructuring Terms; Shares Cease Trading
KLEINWORT BENSON: Moody's Withdraws Ba1 Deposit Ratings, D+ BFSR

NORTHERN ROCK: Bad Bank Sells GBP400-Mil. Personal Loans


X X X X X X X X

* BOOK REVIEW: Bankruptcy Crimes


                            *********


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


ALPINE BAU: Romania Cancels Nearly-Completed Highway Contract
-------------------------------------------------------------
Romania-Insider.com reports that Romania has cancelled a highway
contract, which was close to completion, after construction
company Alpine Bau went bankrupt.

The contract procured by Alpine Bau was for the second segment of
the Nadlac-Arad highway in Western Romania covering 16.6 kms.,
Romania-Insider.com relate.  The work was 84 percent completed.

According to the report, the Austrian construction company has
cashed in some EUR69 million of the EUR124 million-project.  Work
on the project started in 2011 and was supposed to be completed
in 18 months, the report cites.

The other segment of the highway was awarded to the association
between Romania and Portuguese firms Romstrade-Monteadriano
Engenharia e Construcao-Donep Construct in a contract worth
EUR115 million, the report notes.  The contract for the other
segment was also canceled in November 2012 because of a delay in
work.

Alpine Bau's bankruptcy, which has been asked for end-June, has
been dubbed as Austria's biggest postwar insolvency, the report
notes.  Romania-Insider.com says the company was closed down and
parts of it was sold or has been put on sale by owner FCC and by
banks.  Spanish construction company FCC Fomento de
Construcciones & Contratas and the lending banks for Alpine Bau
did not agree to fund the company with EUR3 million a day to
continue its ongoing construction projects, the report notes.

Romania has yet to announce what will happen with the
construction of the Nadlac-Arad highway and when the work will be
again tendered to new bidders, according to Romania-Insider.com.

As reported by the Troubled Company Reporter-Europe on June 20,
2013, The Associated Press disclosed that Alpine Bau GmbH said it
is insolvent.  The news agency related that the company said it
is seeking a reorganization plan that would allow parts of the
conglomerate to continue functioning.  A statement issued by
Alpine said it was not possible to reorganize internally,
"despite significant support from financing banks and intensive
efforts of the owner," AP relayed.

Alpine Bau GmbH is Austria's second biggest construction group.


KOMMUNALKREDIT: Fitch Affirms & Withdraws 'b+' Viability Rating
---------------------------------------------------------------
Fitch Ratings has removed Kommunalkredit Austria's (KA) Long-Term
Issuer Default Rating (IDR), Short-Term IDR, Support Rating and
Support Rating Floor (SRF) from Rating Watch Negative (RWN) and
affirmed the ratings at 'A', 'F1', '1' and 'A' respectively. At
the same time, the agency has affirmed KA's Viability Rating (VR)
at 'b+' and has simultaneously withdrawn it. A full list of
rating actions is at the end of this rating action commentary.
The removal of the RWN on KA's support-driven ratings follows the
European Commission's (EC) announcement published on 19 July 2013
that KA's run-off is in line with EC state aid rules.
Consequently, the EC will not appoint a divestiture trustee to
sell KA and the bank will remain state-owned during the run-off
process. As such, short-term downside risks to KA's support-
driven ratings have eased and Fitch has decided to remove the
RWN.

The withdrawal of KA's VR reflects the fact that KA is now
effectively in run-off. As such Fitch no longer considers it
possible to provide a meaningful analysis of KA on a standalone
basis. This rating action is in line with similar run-off banks
across Western Europe.

In line with the EC's decision KA will no longer carry out new
lending activities (except the servicing of existing transactions
and transactions under offer). KA is permitted to continue with
its advisory business (including the activities of the 90%
subsidiary Kommunalkredit Public Consulting), as well as to carry
out market-based funding activities. The partial sale of business
activities is also allowed.

KEY RATING DRIVERS - IDRs, Support Rating, Support Rating Floor
and Senior Debt

KA's IDRs are driven solely by Fitch's view that support from
KA's 99.78% ultimate owner, the Republic of Austria (AAA/Stable),
is extremely probable. Fitch's assessment of support is based on
KA's government ownership, strong track record of support from
Austrian authorities and Fitch's expectation that timely support
would continue to be forthcoming as long as the Republic of
Austria owns KA. In addition, the EC decision allows for the
provision of capital and liquidity support, if required, from the
Austrian state for KA. Moreover, the government has committed
itself to maintaining a Basel II Tier 1 ratio of at least 7% in
KA as long as the bank's previous owners remain invested in KA's
participation capital.

KA's Long-Term IDR has been maintained one notch below KA Finanz
AG's IDR (KF; A+/Stable), a public finance bank fully owned by
the Austrian state, mainly for the following two reasons: while
KF will remain government-owned until the end of the wind-down
process, partial sales of business activities are still allowed
in the case of KA which means that a creditor could ultimately be
allocated to the business activity that is being sold. Secondly,
KF relies to a large extent on government-guaranteed funding
sources which would make a default of KF more costly for the
Austrian government compared with KA, making support for the
former marginally more likely.

RATING SENSITIVITIES - IDRs, Support Rating, Support Rating Floor
and Senior Debt

KA's support-driven ratings are primarily sensitive to a change
in Fitch's view of the ability or propensity of the Austrian
government to provide support. There is a clear political
intention to ultimately reduce the implicit state support for
systemically important banks in Europe, as demonstrated by a
series of policy and regulatory initiatives aimed at curbing
systemic risk posed by the banking industry. This might result in
Fitch revising SRFs downwards in the medium term, although the
timing and degree of any change would depend on developments with
respect to specific jurisdictions.

While this mostly affects large, systemically relevant banks, it
could ultimately also put pressure on SRFs of government-owned
banks.

In addition, the support-driven ratings could be downgraded if
the ability, as expressed in the sovereign rating, or propensity
of the Republic of Austria to support the bank change.

Following a significant net loss in 2011 due to sizeable
impairments on Greek government bond exposures, KA returned to
modest profitability in 2012 (pre-tax profit of EUR18.4m;
operating return on average equity of 14.8%) supported by one-off
gains of bond buy-backs and offset by losses on the disposal of
assets in the year. While KA's leverage remained high due to its
former public sector lending business model (tangible common
equity leverage ratio of 0.86% at end-2012, excluding EUR138.4m
participation capital), the bank's capitalisation remained
acceptable with a Basel 2.5 Tier 1 ratio of 12.3% at end-2012.

KA, based in Vienna, specialises in municipal and infrastructure-
related financing and consultancy services, predominately in
Austria, Germany, Switzerland and selected central and eastern
European countries. Following the takeover of its predecessor,
also called Kommunalkredit (KA Old) by the Republic of Austria,
KA Old's strategic, operating business was transferred to KA
while non-core assets were transferred to KF and put in orderly
wind-down.

The rating actions are:

  Long-term IDR: affirmed at 'A'; Rating Watch Negative (RWN)
    removed; Outlook Stable
  Short-term IDR: affirmed at 'F1'; RWN removed
  Viability Rating: affirmed at 'b+' and simultaneously withdrawn
  Support Rating: affirmed at '1'; RWN removed
  Support Rating Floor: affirmed at 'A'; RWN removed
  Long-term senior unsecured notes rating: affirmed at 'A'; RWN
   removed
  Short-term senior unsecured notes rating: affirmed at 'F1'; RWN
   removed
  Senior market-linked notes rating: affirmed at 'Aemr'; RWN
   removed



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


LFP EUROPE: Fitch Lowers Fund Quality Rating to 'Weak'
------------------------------------------------------
Fitch Ratings has downgraded LFP Europe Alpha's Fund Quality
Rating (FQR) to 'Weak' and resolved the 'Under Review' status
where it was placed on January 28, 2013. Fitch has subsequently
withdrawn the rating as the fund is no longer considered by Fitch
to be relevant to the agency's coverage.

Despite the actions taken by management after the fund's severe
underperformance in 2012, Fitch views the ability of the
investment process to generate a consistent performance as
structurally questionable, and expects LFP's "alpha" process to
be structurally rethought. Fitch notes that management is already
working on strengthening firm's equity process and on
repositioning the fund.

Fitch placed LFP Europe Alpha's 'Satisfactory' FQR Under Review
in January 2013 following the deterioration in its performance in
2012, reflecting the volatility of alpha, as outlined in LFP
Europe Alpha's Full rating report dated 10 February 2012.

The volatile performance has materially impacted the fund's long-
term track record, causing the three-year Lipper score to fall to
1 in September 2012. It has continued to lag its benchmark and
peers in 2013 year to date (at end-June).

YTD (at end-June) the fund returned +0.58%, versus +4.08% for its
benchmark, the Stoxx600, its Lipper leader scores remaining at
1on one year and three years since September 2012.

The fund is managed by La Francaise des Placements (LFP), an
entity of La Francaise AM, an asset management group, 86% owned
by Credit Mutuel Nord Europe (a euro-regional bank mainly present
in northern France with branches in Belgium (BKCP) and Luxembourg
(UFPB)). The group managed EUR37 billion as of end-June 2013,
through La Francaise Real Estate Managers and LFP ('High
Standards' asset manager rating by Fitch).

Fitch's Fund Quality Ratings combine Fitch's experience in
qualitative fund analysis with rankings and performance data from
Lipper, a Thomson Reuters company. Fitch's Fund Quality Ratings
offer an independent, forward-looking assessment of a fund's key
performance and risk attributes and consistency of longer-term
returns, relative to peer group or benchmarks. The ratings focus
on the fund manager's investment process, key fund performance
drivers, risk management, and the quality of the fund's
operational infrastructure.


PICARD BONDCO: Moody's Affirms 'B1' CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) and B1-PD probability of default rating (PDR) of
Picard Bondco S.A. (Picard), a parent holding company of the
subsidiary guarantors to the group's senior notes. Concurrently,
Moody's has affirmed the B3 rating on Picard's existing EUR300
million of senior notes due 2018. In addition, Moody's has
assigned a provisional (P)Ba3 rating to the proposed EUR480
million of floating-rate senior notes due 2019, to be issued by
Picard's subsidiary Picard Groupe S.A.S. (PG SAS). The outlook on
Picard's CFR is stable.

"We have affirmed Picard's B1 CFR because despite the weak
economic environment in France and the retailer's recent minor
setbacks in the aftermath of the European horse meat scandal, the
company continues to maintain a leading position in the French
frozen-food retail market, with strong brand recognition and
adequate operating performance," says Anthony Hill, a Moody's
Vice President -- Senior Analyst and lead analyst for Picard.

Picard recently announced a refinancing transaction that will
result in the issuance of the proposed EUR480 million of
floating-rate senior notes due 2019 to be issued by PG SAS.
Moody's expects that Picard will use the proceeds from this
transaction to redeem the senior secured bank facilities due 2016
and 2017 also issued by PG SAS, and pay related transaction fees.
Pro forma for the refinancing transaction, the rating agency does
not expect any change in Picard's total Moody's-adjusted debt
outstanding, which currently stands at approximately EUR1.2
billion. The majority of Picard's shareholders are funds managed
or advised by private equity firm Lion Capital LLP.

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:

The affirmation of Picard's B1 CFR reflects that the company
continues to maintain a leading position in the French frozen-
food retail market, despite the weak economic environment in
France and the retailer's recent minor setbacks in the aftermath
of the European horse meat scandal.

Picard's B1 CFR primarily reflects Moody's view that the company,
which generates nearly 98% of its revenues from French sales,
will continue to experience pressure on operating performance as
a result of its small scale, concentrated geographic scope, and a
continuing weak trading environment for French food retailers,
which will likely slow down the pace of deleveraging in through
at least 2014.

While Picard's leverage is slightly high for the B1 rating
category, modest improvements in EBITDA have resulted in some
deleveraging. For example, Picard's debt/EBITDA ratio was down to
5.0x at financial year end March 31, 2013 (FYE 2013) versus 5.4x
at FYE 2012. Moody's expects this leverage ratio to remain around
5.0x through at least FYE 2014, especially as the rating agency
does not expect the proposed refinancing transaction to increase
Picard's debt outstanding. Pro forma for the refinancing and
based on the FYE 2013 EBITDA of EUR240 million, Moody's expects
Picard's debt/EBITDA ratio to be around 5.0x, which is the same
level as for FYE 2013. All ratios and figures are on a Moody's-
adjusted basis.

The financial risks are largely balanced by Picard's (1) status
as a leading frozen-food retailer with a long track record of
market share gains; (2) strong brand image, coupled with a stated
commitment to quality and innovation; and (3) resilient business
model, as demonstrated by the company's adequate operating
performance to date and ongoing deleveraging despite the
challenging trading environment.

Amidst the European horse meat scandal, which reached its peak in
February 2013, Picard removed two of its own-label beef lasagne
products from its offering of more than 1,100 different frozen
food products because they were found to contain horse meat. The
incident resulted in decreased traffic to Picard stores and, in
turn, a 1.5% fall in its like-for-like sales from quarter-end
December 31, 2012 to quarter-end March 31, 2013. However, as a
result of Picard's solid market position and the decisive actions
it took immediately during and following the scandal, Moody's
expects the company's earnings and profitability to stabilize by
the end of August 2013. The actions taken include (1) increased
supplier monitoring and controls; (2) increased product quality
controls and testing, including DNA tests; and (3) increased
customer communications and marketing around the issue.

Moody's believes that Picard's liquidity will comfortably cover
its near-term requirements. Pro forma for the transaction and for
FYE 2014, Moody's expects the company to exhibit an adjusted cash
balance of approximately EUR120 million and generate somewhere
between EUR35 million and EUR50 million in free cash flow. The
rating agency notes the strong seasonality of Picard's cash
flows, with a peak during the Christmas period. Internally
generated cash flow and Picard's undrawn EUR30 million revolving
credit facility should cover the company's ongoing basic cash
needs, such as debt service and amortization, working capital
needs and expected capital expenditures.

The proposed EUR480 million floating rate senior notes due 2019
to be issued by PG SAS are rated (P)Ba3, one notch above the B1
CFR. This is due to their ranking priority over the existing
EUR300 million senior notes due 2018, which are rated B3, two
notches below the CFR, reflecting their subordinated ranking in
the capital structure. For assigning of the instrument ratings,
Moody's apply its Loss Given Default (LGD) methodology; assume a
standard 50% recovery rate.

Rationale For Outlook

The stable outlook on the B1 CFR reflects Moody's view that
Picard will be able to maintain its current profitability levels
and liquidity profile, despite the challenging trading
environment in France.

What Could Change The Rating Up/Down

Positive pressure on the rating could materialize if Picard were
to reduce leverage, supported by an increase in profits such that
the Moody's-adjusted debt/EBITDA ratio declines, on a sustainable
basis, to below 5.0x.

Conversely, Moody's would consider downgrading Picard's ratings
if there were a significant deterioration in the company's
leverage ratio, liquidity profile, or free cash flow generation.
Quantitatively, Moody's would likely downgrade Picard's ratings
if the company's Moody's-adjusted debt/EBITDA were to increase
towards 6.0x, or retained cash flow (RCF)/net debt were to fall
sustainably below 10%.

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 Fontainebleau and Issy-les-Moulineaux, France,
Picard Bondco S.A. is a leading specialist retailer of its own
private-label frozen foods in France. The company operates a
network of 898 stores across mainland France (along with two
additional franchised stores in Corsica and six in La Reunion),
43 stores in Italy, four in Belgium and two in Sweden. Most of
the company's stores are located in or near city centers and
metropolitan areas. Picard employs approximately 3,960 full-time
equivalent staff and produces around 1,100 different lines of
frozen-food items in categories such as unprocessed meat,
seafood, fruits and vegetables, bakery products, and ice cream,
as well as ready-made meals and desserts. For the FYE 2013,
Picard reported revenues and Moody's-adjusted EBITDA of EUR1.35
billion and EUR240 million, respectively.


PICARD GROUPE: S&P Rates EUR480-Mil. Sr. Secured Notes 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-' issue rating to the proposed EUR480 million senior secured
notes due 2019 to be issued by French frozen food retailer Picard
Groupe S.A.S.  The recovery rating on these notes is '2',
indicating S&P's expectation of substantial (70%-90%) recovery
for creditors in the event of a payment default.  Although the
recovery prospects for the proposed senior secured notes exceed
90%, S&P caps the recovery rating at '2' in accordance with its
criteria to reflect its opinion that France has less favorable
insolvency characteristics than other jurisdictions that it has
categorized.

At the same time, S&P placed its 'B+' issue rating on Picard's
existing senior notes on CreditWatch with negative implications.
The recovery rating on the senior notes is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery
prospects in the event of a payment default.

In addition, S&P affirmed its 'B-' issue rating on Picard's
payment-in-kind (PIK) notes.  The recovery rating on the PIK
notes remains unchanged at '6', indicating S&P's expectation of
negligible (0%-10%) recovery prospects in the event of a payment
default.

The ratings on the proposed notes are subject to the closing of
the proposed issuance and S&P's receipt and satisfactory review
of the final transaction documentation.

S&P's recovery analysis assumes that Picard will use the proceeds
of the proposed notes to fully repay outstanding amounts under
its existing term loans A and B.

S&P's issue and recovery ratings reflects its valuation of Picard
as a going concern, underpinned by its view of its leading
position in the French frozen food market and low exposure to
economic cycles.

The recovery rating of '2' on the proposed secured notes is also
supported by the absence of material priority liabilities,
notably because Picard's new EUR30 million revolving credit
facility (RCF) will rank pari passu with the proposed secured
notes.

In addition, S&P views the security and guarantee package of the
proposed secured noteholders as relatively comprehensive, because
it will include pledges over shares, bank accounts, and certain
intellectual property rights of the operating company Picard
Surgeles.  S&P also understands that, notwithstanding limitations
under French financial assistance rules, Picard Surgeles, which
generates most of company's EBITDA, will be a guarantor of the
proposed secured notes.

The CreditWatch placement on the senior notes reflects the
likelihood that on completion of the proposed issuance, S&P will
lower the issue rating on the senior notes by one notch to 'B'
and revise the recovery rating downward to '5' from '4'.  A
recovery rating of '5' indicates S&P's expectation of modest
(10%-30%) recovery prospects in the event of a payment default.

These actions on the senior notes reflect S&P's expectation of
lower recovery prospects post issuance of the proposed secured
notes.  S&P forecasts that the amount of secured debt ranking
ahead of the senior notes at its simulated point of default will
be higher since Picard will replace its existing amortizing term
loan A with a bullet debt facility using the proceeds of the
proposed secured notes.  S&P's recovery rating on the senior
notes is further constrained by what it views as a particularly
weak security package provided to noteholders, and the absence of
guarantees from operating companies.

Lastly, S&P's issue and recovery ratings on the PIK notes reflect
their structural subordination to all Picard's other debt
facilities.

                        RECOVERY ANALYSIS

Under S&P's revised default scenario, it now simulates a payment
default in 2017, mainly as a result of a severe economic downturn
leading to a drop in like-for-like growth, together with an
increase in fixed costs due to a policy of continuous store
openings.  S&P assumes that EBITDA would have declined to
approximately EUR98 million by our hypothetical point of default
in 2017, at which point it considers that Picard would not be
able to cover its minimum fixed charges, including interest costs
and the minimum maintenance capital expenditure necessary to run
the business.  Under S&P's assumptions, it calculates a stressed
enterprise value of EUR635 million, which translates into a 6.5x
EBITDA multiple.

S&P deducts from the stressed enterprise value about EUR50
million of priority claims, consisting principally of enforcement
costs and finance leases.  The resulting net stressed enterprise
value of about EUR580 million is first available to the senior
secured debt, which amounts to about EUR533 million at default,
including the proposed EUR480 million notes, a fully drawn RCF,
and six
months of prepetition interest.  This leaves about EUR55 million
of value for the senior notes, assuming that EUR314 million is
outstanding at default, including prepetition interest.  This, in
turn, leaves no value for the PIK noteholders.

While it is not S&P's central recovery scenario, it believes that
a default caused by product contamination could materially reduce
the recovery prospects for the different noteholders.

                            CREDITWATCH

S&P expects to resolve the CreditWatch on the senior notes
following the completion of the proposed issuance.


PICARD GROUPE: Fitch Rates EUR$480MM Sr. Secured Notes 'BB(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Picard Groupe S.A.S.'s proposed
EUR480 million senior secured floating rate notes (FRNs) and
EUR30 million revolving credit facility (RCF) an expected
instrument rating of 'BB(EXP)'/'RR2'. Picard Bondco S.A.'s
(Picard) Issuer Default Rating (IDR) and EUR300 million senior
notes ratings have been affirmed at 'B+' and 'BB-'/'RR3'
respectively. The Outlook for the IDR is Stable. Following the
refinancing of the senior secured bank debt at Picard Groupe
S.A.S. Fitch expects to withdraw its 'BB'/'RR2' instrument
rating.

Based on its understanding of the documentation received, Fitch
believes the proposed refinancing of the existing senior secured
bank debt is unlikely to impact the IDR. The final ratings on the
FRNs and RCF are contingent upon the receipt of final
documentation and structure conforming to information already
received.

Fitch has conducted a bespoke recovery analysis to derive the
debt instruments ratings. Fitch considers that expected
recoveries upon default would be maximized in a going-concern
scenario rather than in a liquidation scenario given the asset-
light nature of Picard's business. Taking into account the pro-
forma debt structure for the FRNs issuance and including the new
RCF as fully drawn, following the payment waterfall Fitch
estimates that the recovery rate for the FRNs and the RCF would
fall within the 71%-90% range (RR2), leading to a two-notch
uplift from the IDR of 'B+'. The notching is capped by the
application of the soft-cap on Recovery Ratings in France. Due to
contractual and structural seniority of the FRNs and RCF, the
existing senior notes Recovery Rating is unchanged at RR3, which
corresponds to above-average recoveries in the 51%-70% range.

KEY RATING DRIVERS
New Debt Structure
The new FRNs mature after the existing EUR300m senior notes
(structurally and contractually subordinated to the FRNs) and the
PIK notes issued by Picard PIKco S.A.. This creates subordination
of the FRNs in time. However this is a long-term risk, with a
strong potential that the current capital structure will not be
in place when the existing senior notes mature. Fitch is also
confident that should the senior notes have to be repaid before
the FRNs, Picard's cash generation capabilities should enable a
satisfactory refinancing of the senior notes.

Resilient Business Model
Picard's 'B+' rating reflects the group's historical resilience
in a competitive market and depressed economic environment. In
financial year ending March 2013 (FY13) the group's sales grew by
3.9% and Picard generated 1% like-for-like sales growth in its
core French market (+1.8% in the first nine months i.e. before
the industry-wide horsemeat scandal in February 2013). Fitch
forecasts a 2% like-for-like sales decline in France in FY14,
followed by a slow recovery into low single digits.

Still Limited Diversification
Fitch factors into Picard's rating its yet-to-be-proven ability
to diversify its activities, both outside France and through
various sales channels. Italy continues to underperform heavily.
New operations in Sweden and in Belgium look promising, yet at a
very early stage. The sector-wide horsemeat scandal could have a
negative impact on a brand that still needs to establish itself
abroad. Fitch does not factor any EBITDA contribution from
foreign operations over the next four years. Home Delivery (i.e.
on-line sales and phone sales) revenues are stagnating. FY13
sales for this segment are at the same level as FY10 and still
represent less than 2% of total revenues. It remains too early to
see the impact of the new website launched in April 2013.

Limited Effect of Horsemeat Scandal
The group experienced a 1.5% like-for-like decrease in French
sales during the last quarter of FY13 largely due to the sector-
wide horsemeat scandal which occurred in mid-February. Long-term
effects on the group's operating performance are not yet fully
known; however Fitch believes that, although it had a negative
impact on revenues and operating margins in Q4 FY13 and April
2013, with some sales recovery seen in the recent months this
food scare does not constitute a negative rating trigger for
Picard given the strength of its brand and limited reliance on
sales of foods containing meat.

Growing Operating Margin Pressure
FY13 EBITDA margin fell to 14.0% from 14.4% in FY12, despite a
30bps increase in gross margin. The horse-meat incident-related
communication costs played a small role with a 10bps negative
impact. The margin deterioration mainly reflects management's
strategic decision to increase marketing expenses in France to
support a slowing traffic development, and fixed cost base
growing faster than revenues due to both network expansion and
lower like-for-like sales growth. Fitch believes higher marketing
and food control costs as a percentage of sales together with
network expansion will push EBITDA margin further down, with
stabilisation expected around 13%.

Rating Sensitivities:

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

-- Positive like-for-like sales growth and EBITDA margin
   sustainably above 14.5%

-- FFO adjusted gross leverage sustainably below 5.0x

-- FFO fixed charge cover sustainably above 2.5x

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

-- FFO adjusted gross leverage sustainably above 6.0x

-- FFO fixed charge cover below 1.5x

-- Negative like-for-like sales growth beyond Fitch's
expectations

-- Significant EBITDA margin deterioration

-- Any refinancing of the PIK notes through a debt instrument
   with terms and conditions any less favourable to the FRNs
   and senior notes holders than the existing ones.



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


LOEWE AG: In Talks with Potential Investors in Asia
---------------------------------------------------
Agence France-Presse reports that Loewe AG is fighting for
survival in a sector increasingly dominated in recent years by
Asian rivals.

Ironically, it is also hoping that its savior would hail from
Asia, the very region which is at the root of many of its current
woes, AFP says.

According to AFP, asked by the weekly magazine Der Spiegel
whether Loewe will still exist in 12 months' time, the group's
chairman Matthias Harsch replied: "That's the question I ask
myself every morning. For the time being, my answer is still
'yes'."

But Loewe's future is looking anything but rosy and the prospect
of bankruptcy is looming ever larger over a company whose long
years of losses have already eaten up half of its capital, AFP
notes.

Mr. Harsch told Der Spiegel that he has been in talks with
investors in Asia, AFP recounts.  And as the most likely
partners, he named Chinese makers such as TCL, Changhong,
Skyworth and Hisense, AFP discloses.

The partner would deliver "the major hardware components --
processors, circuit boards and screens," AFP quotes Mr. Harsch as
saying.

During the previous crisis, it was Japanese group Sharp that came
to its rescue, taking a 30% stake in Loewe's share capital, AFP
notes.

But Sharp, too, is making losses and is therefore in no position
to help its German partner this time round, AFP states.

Since the beginning of this year, Loewe has slashed its workforce
by around 20% to 800, AFP discloses.

As reported by the Troubled Company Reporter-Europe on July 17,
2013, Reuters related that Loewe filed for protection from
creditors' demands in a last-ditch effort to turn around its
loss-making business.  Loewe has been struggling to return to
profit amid fierce competition from Asian rivals such as Samsung
and LG Electronics and a slide in the average price of television
sets, Reuters disclosed.  Its losses almost tripled to EUR29
million in 2012, Reuters noted.  The company, which is 28% owned
by Japan's Sharp, filed for protection from creditors at a German
court, under a law that gives firms up to three months of
breathing room to try to fix their finances to stave off
insolvency, Reuters said.

Loewe AG is a German high-end television maker.



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


DRYSHIPS INC: Ocean Rig Enters Into Skyros Deal with Total E&P
--------------------------------------------------------------
DryShips Inc., an international provider of marine transportation
services for drybulk and petroleum cargoes, and through its
majority owned subsidiary, Ocean Rig UDW Inc., of offshore
deepwater drilling services, on July 23 disclosed that Ocean Rig:

  -- has signed definitive documentation with Total E&P Angola,
     following the previously announced Letter of Award, for its
     ultra deepwater drillship "Ocean Rig Skyros."  The contract
     is for 5 wells or a minimum of 275 days for drilling
     offshore West Africa, with an estimated backlog of
     approximately $190 million, and is expected to commence upon
     delivery of the drillship from the shipyard, in October
     2013.

  -- has received a Letter of Award for its ultra deepwater
     drillship "Ocean Rig Skyros," from a major oil company.  The
     Letter of Award is for a 6 year contract for drilling
     offshore West Africa, with an estimated backlog of
     approximately US$1.3 billion.  The Letter of Award is
     subject to completion of definitive documentation and
     receipt of regulatory approvals.  The contract is expected
     to commence in direct continuation of the previous contract
     before the first quarter of 2015.

As a result of the LOA, as of July 23, Ocean Rig's total
contracted backlog (including LOAs) stands at about US$6.1
billion, primarily with investment grade or strong
counterparties.

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


EUROBANK ERGAGIAS: S&P Affirms 'CCC/C' Ratings; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC/C' long- and
short-term counterparty credit ratings on Eurobank Ergagias S.A.
The outlook is negative.

The affirmation follows Eurobank's announcement that it intends
to acquire all assets and liabilities of the new Hellenic
Postbank, an entity created in January 2013 to incorporate the
deposits and performing assets of the former Hellenic Postbank.
S&P understands that the new Hellenic Postbank acquisition would
add around EUR11 billion of deposits and EUR7.7 billion of loans
-- around 26% of Eurobank's total deposits and 14% of loans after
the acquisition.  The new Hellenic Postbank was fully owned by
the Hellenic Financial Stability Fund (HFSF, which administers
the funds granted to Greece to restore its banks' capital
strength). According to the terms under which Eurobank acquired
the new Hellenic Bank, it agreed to pay EUR681 million to the
HFSF in the form of newly issued Eurobank ordinary shares.  As a
result, the HFSF would slightly increase its stake in Eurobank.
The HFSF already owned 94% of Eurobank, as a result of funding
its recapitalization plan in May 2013.

Eurobank has also announced that it has agreed to buy the new
Proton Bank from the HFSF for EUR1.  Before completing this
acquisition, the HFSF agreed to inject capital of EUR395 million
into Proton Bank.

The completion of the above-mentioned transactions is subject to
approvals by the competent regulatory and supervisory
authorities.

The affirmation reflects S&P's opinion that, at the current
rating level, the transactions are likely to have only a limited
impact on its assessment of Eurobank's fragile financial profile.
This is because the terms of the transactions would partially
mitigate the potential risk arising from the acquisitions.  It
also reflects S&P's opinion that the HFSF will continue to
provide sufficient capital support to Eurobank to allow the bank
to maintain an adequate regulatory capital ratio.

S&P anticipates that the transactions are likely to have a
limited impact on Eurobank's capital ratios.  S&P understands
that Eurobank intends to fund the agreed consideration of
EUR681 million by issuing new shares to the HFSF.

S&P's long-term rating on Eurobank incorporates the EUR5.9
billion newly issued common shares subscribed by the HFSF in May
2013, to restore the bank's capital ratios to adequate regulatory
levels, as requested by the Bank of Greece.  As a result, the
HFSF now owns 94% of Eurobank and the bank has been nationalized.
S&P expects this capital will be needed to absorb increased
credit losses on the bank's domestic loan portfolio in 2013 and
2014.  In S&P's view, credit losses are likely to exceed the
bank's operating profits.  In addition, S&P expects the HFSF will
continue to provide further extraordinary capital support to
Eurobank, if needed, to maintain adequate regulatory capital
ratios.

In S&P's view, the transactions have no impact on its assessment
on the bank's liquidity position.  S&P's ratings reflect its
belief that Eurobank's liquidity position is unlikely to
deteriorate further because the European authorities have
committed to continue to provide sufficient support to Greek
banks.  In January 2013, Eurobank regained access to European
Central Bank (ECB) refinancing operations.

"The negative outlook is based on the possibility that we might
lower the ratings if we believed Eurobank could default on its
obligations, according to our criteria.  We might lower the
ratings on Eurobank if its access to the EU's extraordinary
liquidity support mechanisms, including the Emergency Lending
Assistance discount facility at the ECB, and access to the ECB
were impaired for any reason.  This support currently underpins
the bank's capacity to meet its financing requirements.  In this
context, despite a mild recovery in recent months, we believe the
pressure on the bank's retail funding base due to the ongoing
recession may lead to further deposit outflows.  This could, in
our opinion, increase the bank's need for additional
extraordinary liquidity support from the EU authorities," S&P
added.

"We might also lower the ratings if we believed the bank were
likely to default as a result of any developments associated with
a substantial impairment in its solvency.  This could happen if
Eurobank was unable to access external capital support, or if we
considered such support insufficient to allow the bank to
continue meeting regulatory capital requirements, mainly as a
result of potential recognition of continued large loan
impairments," S&P added.

S&P could revise the outlook to stable if economic conditions in
Greece improved and pressure on the bank's fragile financial
profile eased, or if additional external support materialized.



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


ANGLO IRISH: Gov't Speeds Up Liquidation; To Face More Losses
-------------------------------------------------------------
Joe Brennan at Bloomberg News reports that Anglo Irish Bank
Corp., the lender that pushed the country to the brink of
bankruptcy, will have EUR3 billion (US$4 billion) less to repay
creditors after the government sped up its liquidation.

According to Bloomberg, two people with knowledge of the matter
said Finance Minister Michael Noonan's February decision to wind
up Anglo Irish in 2013, seven years earlier than planned, will
force the bank to forgo funds the government had pledged in 2010
as part of the lender's bailout.  That will leave Anglo Irish
with less cash to pay unsecured bondholders and litigants unless
the government puts more money into the company, once the
country's top real estate lender, Bloomberg says.  Among the
losers are as many as 120 litigants suing the bank and 16
customer-owned lenders which bought an equity-linked bond from
Anglo's private bank, Bloomberg discloses.

Mr. Noonan said last month it's still too early to put a value on
Anglo Irish's remaining assets, Bloomberg notes.

The Irish government took over Anglo Irish in 2009 after loan
losses soared in the wake of the worst real estate crash in
Western Europe, Bloomberg recounts.  The cost of saving the
country's banks later forced the government to seek a rescue from
the International Monetary Fund and European Union, Bloomberg
relates.  Rather than giving Anglo Irish a direct cash injection,
which would have forced the government to raise money, then-
Finance Minister Brian Lenihan funded most of Anglo Irish's
EUR34.7 billion rescue by issuing the bank promissory notes, a
form of IOU, Bloomberg discloses.  That meant the state didn't
have to borrow money immediately as it struggled to avoid tapping
international aid, according to Bloomberg.

Anglo Irish's bailout was equivalent to about a fifth of the
country's gross domestic product and more than 50% of the EUR64
billion the country pledged to its banks, Bloomberg notes.  The
bank, merged with Irish Nationwide Building Society and re-named
Irish Bank Resolution Corp. in 2011, could use the promissory
notes as collateral to access emergency financing from the Irish
central bank, Bloomberg recounts.

The government said earlier this year it will liquidate IBRC and
replace the notes, due to expire in 10 years, with bonds with
maturities of as long as 40 years to cut the near-term cost of
Anglo Irish's bailout, Bloomberg relates.  The government had
been due to give Anglo Irish EUR3.1 billion a year for the next
decade to pay down the notes, Bloomberg states.  Now, the first
capital repayment is due in 2038, Bloomberg states.

The people, as cited by Bloomberg, said that on the day of the
liquidation, Anglo Irish classed the promissory notes as a EUR28
billion asset, while the government and central bank recorded
them as a EUR25 billion liability.  Bloomberg relates that the
people said the difference arose from how the bank accounted for
the government's two-year interest holiday.  They said that the
bank will have to write off the EUR3 billion difference this
year, Bloomberg notes.

The loss will add to any shortfall found by the liquidators as
they settle the bank's remaining assets and liabilities,
Bloomberg states.  Bloomberg relates that Mr. Noonan said last
month IBRC's remaining assets may be sold to private investors
or, if they don't fetch a reserve price, to the government's
National Asset Management Agency by the year-end.  The government
expects to set that minimum price by the end of November,
Bloomberg says.

The bank's loans were valued at EUR16.6 billion in June 2012,
excluding EUR10.9 billion of provisions for future losses,
Bloomberg says, citing the bank's most recent set of public
accounts.

                        About Anglo Irish

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 (IBRC).

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.


ANTHRACITE EURO 2006-1: Moody's Affirms 'C' Ratings on 3 Notes
--------------------------------------------------------------
Moody's Investors Service has affirmed Five Classes of Notes
issued by Anthracite Euro CRE CDO 2006-1 plc. The affirmations
are due to key transaction parameters performing within levels
commensurate with the existing ratings levels. The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation and collateralized loan
obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

  Class A Senior Floating Rate Notes due 2042, Affirmed Caa3
  (sf); previously on Aug 6, 2010 Downgraded to Caa3 (sf)

  Class B Senior Floating Rate Notes due 2042, Affirmed Ca (sf);
  previously on Aug 6, 2010 Downgraded to Ca (sf)

  Class C Deferrable Interest Floating Rate Notes due 2042,
  Affirmed C (sf); previously on Aug 6, 2010 Downgraded to C (sf)

  Class D Deferrable Interest Floating Rate Notes due 2042,
  Affirmed C (sf); previously on Jul 16, 2009 Downgraded to C
  (sf)

  Class E Deferrable Interest Floating Rate Notes due 2042,
  Affirmed C (sf); previously on Jul 16, 2009 Downgraded to C
  (sf)

Ratings Rationale:

Anthracite Euro CRE CDO 2006-1 plc. is a static CRE loan
transaction backed by a portfolio of commercial mortgage backed
securities (20.3% of the pool balance), B-Notes (63.5%), and,
mezzanine loans (16.2%). As of the June 28, 2013 Trustee report,
the aggregate Note balance of the transaction, including
preferred shares and deferred interest, has decreased to EUR289.7
million from EUR342.5 million at issuance, with the paydown
directed to the Class A Notes, and the PIK-ing of interest due to
the Class C Notes through Class E Notes as a result of failing
certain par value coverage tests.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted
average rating factor (WARF), weighted average life (WAL),
weighted average recovery rate (WARR), and Moody's asset
correlation (MAC). These parameters are typically modeled as
actual parameters for static deals and as covenants for managed
deals.

WARF is a primary measure of the credit quality of a CRE CDO
pool. Moody's has completed updated credit assessments for the
non-Moody's rated collateral. The bottom-dollar WARF is a measure
of the default probability within a collateral pool. Moody's
modeled a bottom-dollar WARF of 8,171 compared to 7,852 at last
review. The distribution of current ratings and credit
assessments is as follows: Baa1-Baa3 (0.5% compared to 0.7%),
Ba1-Ba3 (6.5% compared to 5.2%), B1-B3 (9.4% compared to 14%),
and Caa1-C (83.6% compared to 80.1%).

WAL acts to adjust the probability of default of the collateral
in the pool for time. Moody's modeled to a WAL of 3.1 compared to
3.9 at last review. The current WAL is based on assumptions about
extensions on the underlying collateral.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 3.3%
WARR compared to 3.5% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 99.9%, the same as at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO
rating models, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, released on May 16, 2013,
was used to analyze the cash flow waterfall and its effect on the
capital structure of the deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However,
in many instances, a change in key parameter assumptions in
certain stress scenarios may be offset by a change in one or more
of the other key parameters. Rated notes are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate
assumption down from 3.5% to 1.0% or up to 13.5% would result in
a modeled rating movement on the rated tranches 0 to 1 notches
downward and 0 to 4 notches upward, respectively.

The performance expectations for a given variable indicate
Moody's forward-looking view of the likely range of performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations. Performance that falls
outside the given range may indicate that the collateral's credit
quality is stronger or weaker than Moody's had anticipated when
the related securities ratings were issued. Even so, a deviation
from the expected range will not necessarily result in a rating
action nor does performance within expectations preclude such
actions. The decision to take (or not take) a rating action is
dependent on an assessment of a range of factors including, but
not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the extent of
growth in the current macroeconomic environment given the weak
pace of recovery in the commercial real estate property markets.
Commercial real estate property values are continuing to move in
a modestly positive direction along with a rise in investment
activity and stabilization in core property type performance.
Limited new construction and moderate job growth have aided this
improvement. However, a consistent upward trend will not be
evident until the volume of investment activity steadily
increases for a significant period, non-performing properties are
cleared from the pipeline, and fears of a Euro area recession are
abated.

The hotel sector continues to exhibit growth albeit at a slightly
slower pace. The multifamily sector should remain stable with
moderate growth. Gradual recovery in the office sector continues
and will be assisted in the next quarter when absorption is
likely to outpace completions. However, since office demand is
closely tied to employment, Moody's expects regional employment
growth to provide market differentiation. CBD markets continue to
outperform secondary suburban markets. The retail sector
exhibited a slight reduction in vacancies in the first quarter;
the largest drop since 2005. However, consumers continue to be
cautious as evidenced by sales growth continuing below historical
trends. Across all property sectors, the availability of debt
capital continues to improve with robust securitization activity
of commercial real estate loans supported by a monetary policy of
low interest rates.

Moody's central global macroeconomic outlook indicates the global
economy has lost momentum over the past quarter as it tries to
recover. US GDP growth for 2013 is likely to remain close to 2%,
however US sequestration cuts that came into effect in March may
create a drag on the positive growth in the US private sector.
While the broad economic impact in unclear, the direct effect is
likely to shave 0.4% off US GDP growth in 2013. Continuing from
the previous quarter, Moody's believes that the three most
immediate risks are: i) the risk of an even deeper than currently
expected recession in the euro area, accompanied by deeper credit
contraction, potentially triggered by a further intensification
of the sovereign debt crisis; ii) slower-than-expected recovery
in major emerging markets following the recent slowdown; and iii)
an escalation of geopolitical tensions, resulting in adverse
economic developments.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


ST PAUL'S CLO II: S&P Assigns 'BB+' Rating to Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
St. Paul's CLO II Ltd.'s class A, B, C, D, and E floating-rate
notes.  At closing, St. Paul's CLO II also issued an unrated
subordinated class of notes.

S&P's ratings reflect its assessment of the collateral
portfolio's credit quality, which has a weighted-average 'B'
rating.  As of closing, the portfolio is diversified, comprising
senior secured loans and bonds.

"Our ratings also reflect the credit enhancement available to the
rated notes through the subordination of cash flows payable to
the subordinated notes.  We subjected the capital structure to a
cash flow analysis to determine the break-even default rate (BDR)
for each rated class of notes," S&P said.

"To determine the BDR for each rated class, we used the target
par amount, the covenanted weighted-average spread, the
covenanted weighted-average coupon, and the covenanted weighted-
average recovery rates.  We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category," S&P added.

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

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

Following the application of S&P's nonsovereign ratings criteria,
it considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned rating levels.  This is
because the concentration of the pool comprising assets in
countries rated lower than 'A-' is limited to 7% of the aggregate
collateral balance.

The transaction's legal structure is bankruptcy-remote, in
accordance with S&P's European legal criteria.

St. Paul's CLO II is a European cash flow collateralized loan
obligation (CLO) securitization of a revolving pool, comprising
euro-denominated senior secured loans and bonds issued primarily
by European borrowers.  Intermediate Capital Managers Ltd. is the
collateral manager.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

        http://standardandpoorsdisclosure-17g7.com/1661.pdf

RATINGS LIST

St. Paul's CLO II Ltd.
EUR400 Million Floating-Rate Notes

Class                 Rating           Amount
                                     (mil. EUR)

A                      AAA (sf)        240.00
B                      AA (sf)          40.00
C                      A (sf)           26.00
D                      BBB (sf)         17.00
E                      BB+ (sf)         15.00
Subordinated           NR               62.00

NR-Not rated.


ST PAUL'S CLO II: Fitch Rates EUR15MM Class E Notes 'BB+sf'
-----------------------------------------------------------
Fitch Ratings has assigned St Paul's CLO II Limited's notes final
ratings, as follows:

EUR240.0m class A: 'AAAsf'; Outlook Stable
EUR40.0m class B: 'AAsf'; Outlook Stable
EUR26m class C: 'Asf'; Outlook Stable
EUR17m class D: 'BBBsf'; Outlook Stable
EUR15m class E: 'BB+sf'; Outlook Stable
EUR62m subordinated notes: not rated

Key Rating Drivers

Sufficient Credit Enhancement
Credit enhancement (CE) for the rated notes, in addition to
excess spread, is sufficient to protect against portfolio default
and recovery rate projections in the applicable rating scenario.
The level of CE for the rated notes is higher than the current
average for Fitch-rated legacy CLOs.

'B'/'B-' Portfolio Credit Quality
Fitch expects the average credit quality of obligors to be in the
'B'/'B-' range. Fitch has public ratings or credit opinions on
all obligors in the indicative portfolio.

Above-Average Recoveries
The portfolio will comprise a minimum 90% senior secured loans
and floating rate notes (FRNs). Recovery prospects for these
assets are typically more favorable than for second-lien,
unsecured, and mezzanine assets. Fitch has assigned Recovery
Ratings to all obligors of the indicative portfolio.

Limited Basis/Reset Risk
Basis and reset risk is naturally hedged for most of the
portfolio through the floating rate, semi-annually paying
liabilities. Fixed rate assets can account for no more than 10%
of the portfolio and no more than 5% of the assets can pay
interest less frequently than semi-annually.

Limited FX Risk
Asset swaps are used to mitigate any currency risk on non-euro-
denominated assets. The transaction is allowed to invest up to
35% of the portfolio in non-euro-denominated assets, provided
that suitable asset swaps can be entered into.

TRANSACTION SUMMARY

St Pauls CLO II Limited is an arbitrage cash flow CLO. Net
proceeds from the issuance of the notes will be used to purchase
a EUR400 million portfolio of European leveraged loans and bonds.
The portfolio is managed by Imtermediate Capital Managers
Limited, a wholly-owned subsidiary of Intermediate Capital Group
plc. The reinvestment period is scheduled to end in 2017.

The transaction documents may be amended subject to rating agency
confirmation or noteholder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change does not have a negative impact on the then current
ratings. Such amendments may delay the repayment of the notes as
long as Fitch's analysis confirms the expected repayment of
principal at the legal final maturity.

If in the agency's opinion the amendment is risk-neutral from the
perspective of the rating Fitch may decline to comment.
Noteholders should be aware that the structure considers the
confirmation to be given if Fitch declines to comment.

RATING SENSITIVITIES

A 25% increase in the expected obligor default probability would
lead to a one notch downgrade for class A, C, D and E notes and a
two notch downgrade for class B notes. A 25% reduction in the
expected recovery rates would lead to a one notch downgrade for
all rated notes.

Key Rating Drivers and additional Rating Sensitivities are
further described in the accompanying new issue report.



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


BANCA CARIGE: Moody's Confirms Ratings on Covered Bonds
-------------------------------------------------------
Moody's Investors Service has confirmed the Baa1 ratings of the
covered bonds issued under the mortgage program (Residential) and
the Baa2 ratings of the covered bonds issued under the mortgage
program 2 (Commercial) of Banca Carige S.p.A. (deposits Ba2
negative outlook, standalone bank financial strength rating D-
/baseline credit assessment ba3 negative outlook).

The rating action is prompted by the confirmation of the issuer
ratings on July 23, 2013. The action concludes the review for
downgrade initiated on April 29, 2013.

Ratings Rationale:

The confirmation is prompted by the confirmation of the issuer's
senior unsecured rating.

The TPI assigned to these transactions remains "Improbable".
Moody's TPI framework does not constrain the rating of Carige's
commercial mortgage covered bonds; however, the TPI of Improbable
constrains the rating of Carige's residential mortgage covered
bonds at its current level.

Key Rating Assumptions/Factors

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a TPI framework analysis.

Expected Loss: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond. COBOL
determines expected loss as (1) a function of the issuer's
probability of default (measured by the issuer's rating); and (2)
the stressed losses on the cover pool assets following issuer
default.

For the two programs, cover pool losses are an estimate of the
losses Moody's currently models if the relevant issuer defaults.
Moody's splits cover pool losses between market risk and
collateral risk. Market risk measures losses stemming from
refinancing risk and risks related to interest-rate and currency
mismatches (these losses may also include certain legal risks).
Collateral risk measures losses resulting directly from the cover
pool assets' credit quality. Moody's derives collateral risk from
the collateral score.

All numbers in this section are based on Moody's most recent
modeling (based on data, as per March 31, 2013).

Carige Residential Mortgage CBs

The cover pool losses are 29.8%, with market risk of 23.6% and
collateral risk of 6.2%. The collateral score for this program is
currently 9.2%. The over-collateralization (OC) in this cover
pool is 47.8%, of which Carige provides 22% on a "committed"
basis. The minimum OC level that is consistent with the Baa1
rating target is 17%. These numbers show that Moody's is not
relying on "uncommitted" OC in its expected loss analysis.

Carige Commercial Mortgage CBs

The cover pool losses are 44.3%, with market risk of 19.6% and
collateral risk of 24.7%. The collateral score for this program
is currently 36.8%. The OC in this cover pool is 46.5%, of which
Carige provides 10.5% on a "committed" basis. The minimum OC
level that is consistent with the Baa2 rating target is 31%, of
which the issuer should provide 2.5% in a "committed" form. These
numbers show that Moody's is relying on "uncommitted" OC in its
expected loss analysis.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's. All numbers in this section are based
on Moody's most recent modeling (based on data, as of  March 31,
2013).

TPI FRAMEWORK: Moody's assigns a "timely payment indicator"
(TPI), which indicates the likelihood that the issuer will make
timely payments to covered bondholders if the issuer defaults.
The TPI framework limits the covered bond rating to a certain
number of notches above the issuer's rating.

Sensitivity Analysis

The issuer's credit strength is the main determinant of a covered
bond rating's robustness. The TPI Leeway measures the number of
notches by which Moody's might downgrade the issuer's rating
before the rating agency downgrades the covered bonds because of
TPI framework constraints.

The TPI assigned to Carige's residential and commercial covered
bonds is Improbable. The TPI Leeway for these programs is
limited, and thus any downgrade of the issuer ratings may lead to
a downgrade of the covered bonds.

A multiple-notch downgrade of the covered bonds might occur in
certain limited circumstances, such as (1) a sovereign downgrade
negatively affecting both the issuer's senior unsecured rating
and the TPI; (2) a multiple-notch downgrade of the issuer; or (3)
a material reduction of the value of the cover pool.

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds" published in July 2012.


* S&P Takes Various Rating Actions on Italian Banks
---------------------------------------------------
Standard & Poor's Ratings Services said it has taken the
following rating actions on Italian banks:

   -- S&P lowered its long-term counterparty credit ratings by
      one notch on 17 banks, including Unione di Banche Italiane
     (UBI) and Credito Emiliano Credem) to 'BBB-'; FGA Capital
     (FGA), Iccrea Holding (Iccrea), and MedioCredito Centrale
     (MedioCredito) to 'BB+'; Banca Popolare di Vicenza, Veneto
      Banca, Banca Popolare di Milano, Banca Popolare dell'Emilia
      Romagna, and Banco Popolare Societů Cooperativa to 'BB';
      and Unipol Banca to 'BB-'.  S&P also removed all these
      ratings from CreditWatch, where they were placed with
      negative implications on July 12, 2013.

   -- S&P lowered its long-term counterparty credit rating on
      Agos-Ducato to 'BB-' from 'BB+' and removed the rating from
      CreditWatch, where it was placed with negative implications
      on March 12, 2013.

   -- S&P lowered its long-term counterparty credit ratings on
      Banca Carige to 'BB-' from 'BB' and maintained the long-
      term rating on CreditWatch negative.

   -- S&P also lowered the short-term ratings on UBI and Credem
      to 'A-3' from 'A-2' and on FGA, Iccrea, and MedioCredito to
      'B' from 'A-3'.

   -- S&P affirmed the 'BBB/A-2' ratings on UniCredit and Intesa
      Sanpaolo.

   -- S&P affirmed the 'BBB/A-2' ratings on Istituto per il
      Credito Sportivo (ICS), Banca Fideuram (Fideuram), and
      Mediobanca and the 'BBB-/A-3' ratings on Banca Popolare
      dell'Alto Adige (BPAA) and Istituto Centrale delle Banche
      Popolari Italiane (ICBPI), and removed the ratings from
      CreditWatch where they were placed with negative
      implications on July 12, 2013.

   -- S&P maintained its 'B+/B' long- and short-term ratings of
      Dexia Crediop on CreditWatch with negative implications.

   -- S&P also affirmed the short-term ratings on the other 11
      banks.

   -- The outlook on the long-term ratings on all Italian banks
      remains negative, apart from on Banca Carige and Dexia
      Crediop, which remain on CreditWatch negative.

The rating actions follows S&P's review of economic and industry
risks that it believes Italian banks are facing, as well as its
review of the bank-specific rating factors that it considers when
assessing Italian banks' creditworthiness.

"Because of the increased economic risks we see for Italian
banks, we believe they are now more exposed to a deeper and
longer recession than we had previously anticipated.  In our
opinion, the ongoing recession is materially affecting the
resilience of the Italian economy.  We currently expect a further
worsening of Italy's economic prospects coming on top of a decade
of real growth averaging minus 0.04%.  Italy's economic output in
the first quarter of 2013 was 8% lower than in the last quarter
of 2007 and continues to fall.  We have also recently lowered our
forecasts for GDP growth for 2013 to minus 1.9%, mainly due to a
further contraction in domestic consumption and corporate
investments.  As such, at the end of 2013, we anticipate that
Italian GDP would have contracted by almost 9% in real terms over
the past six years with private business investment down almost
25% in the same period.  Our expectation is that 2013 per capita
GDP will be an estimated EUR25,000 or $33,000, which is somewhat
below 2007 levels.  We do not expect this trend to materially
reverse in 2014," S&P said.

"Our opinion of Italy's heightened industry risks incorporates
our view of a sustained higher cost of funding in Italy compared
with most other banking markets in the eurozone, which could
limit banks' access to affordable capital market financing.  We
acknowledge that Italian banks' substantial financing via the
European Central Bank (ECB)'s Long-Term Refinancing Operations
(LTRO) in 2011 and 2012 has partially mitigated the impact on the
banks' profitability of the higher cost of funding compared with
the pre-crisis level.  We also acknowledge improved investor
sentiment, particularly after the ECB's announcement of the OMT
(Outright Monetary Transactions) in August 2012.  Nevertheless,
we consider that the banking system's ability to access wholesale
funding remains significantly exposed to changes in sentiment
regarding Italy's economic prospects and its sovereign
creditworthiness," S&P added.

S&P continues to see a negative trend for the economic risks
faced by Italian banks.  As a result of the deepening recession,
S&P considers that banks face tough operating conditions, which
it believes could further weaken their financial profiles,
notably in terms of asset quality and capital and earnings.

S&P continues to see a negative trend for the industry risks that
Italian banks are facing.  This mainly reflects S&P's view that
uncertainties about Italy's economic prospects and sovereign
creditworthiness could put further pressure on operating
conditions in the banking sector.  This could continue to impair
banks' access to, and the cost of, unsecured funding, as well as
their overall ability to generate sufficient risk-adjusted
returns on core banking products to enable them to meet their
cost of capital.

As a result of the heightened economic and industry risks S&P now
sees in the domestic environment, it has revised down its anchor
for banks operating predominantly in Italy to 'bbb-' from 'bbb'.
The anchor is S&P's starting point for assigning a long-term
rating to a bank.

The affirmations of the ratings on Intesa Sanpaolo, Fideuram,
Mediobanca, UniCredit, ICS, ICBPI, and BPAA reflect S&P's opinion
that the banks' business and financial profiles remain consistent
with S&P's current counterparty credit ratings, even after it
takes into account the negative impact of the heightened economic
and industry risks we see in Italy.  S&P recently lowered the
long-term ratings on Intesa Sanpaolo, Fideuram, Mediobanca,
UniCredit and ICS following the lowering of the long-term
sovereign credit rating on Italy on July 10, 2013.

The lowering of the ratings on UBI, Banca Popolare di Milano,
Banca Popolare dell'Emilia Romagna, Unipol Banca, MedioCredito,
FGA, Banca Carige, Iccrea Holding, Banco Popolare, Banca Popolare
di Vicenza, Veneto Banca, and Credito Emiliano primarily reflects
the impact of the heightened economic and industry risks S&P sees
in Italy on the anchor, the starting point for assigning a long-
term rating to a bank.

In addition, for a number of banks -- Banco Popolare, Banca
Popolare di Vicenza, Banca Carige, Veneto Banca, and Credito
Emiliano -- S&P has also revised its view of some of the specific
factors that it takes into consideration when assessing Italian
banks' creditworthiness.  However, S&P's revised view of some of
these factors has not resulted in a further impact on the ratings
on these banks, as this is mitigated by S&P's inclusion of
government support in the ratings on most of these banks.

The outlook on the long-term ratings on all Italian banks remains
negative, apart from on Banca Carige and Dexia Crediop, which
remains on CreditWatch negative.  The negative outlook mainly
reflects the negative economic and industry trends that S&P
considers banks operating in Italy continue to face, as well as
specific factors that it accounts for when assessing Italian
banks' creditworthiness.  For a number of institutions, the
negative outlook also takes into account the current negative
outlook on the long-term sovereign credit rating.  This is
because, according to S&P's criteria, it seldom rates banks above
the sovereign rating of their country of domicile.  In addition,
the government support S&P factors into the ratings on the banks
is also based on the long-term ratings on the sovereign.

BICRA SCORE CHANGES
                       SCORE*
                       To                 From
BICRA GROUP            5                  4

Economic risk         6                  5
  Economic resilience  High risk          Intermediate risk
  Economic imbalances  Intermediate risk  Intermediate risk
  Credit Risk          High risk          High risk

Industry risk         5                  4
  Inst. framework      Intermediate risk  Intermediate risk
  Competitive dynamics Intermediate risk  Intermediate risk
  Systemwide funding   High risk          Intermediate risk

* On a scale from 1 (lowest risk) to 10 (highest risk).

RATINGS LIST

Ratings Affirmed; CreditWatch/Outlook Action

                                 To                From
Banca Fideuram
Mediobanca SpA
Istituto per il Credito Sportivo
Counterparty Credit Rating       BBB/Neg/A-2  BBB/Watch Neg/A-2

Banca Popolare dell'Alto Adige
Istituto Centrale delle Banche
Popolari Italiane SpA
CartaSi SpA
Counterparty Credit Rating       BBB-/Neg/A-3 BBB-/Watch Neg/A-3

Downgraded; CreditWatch/Outlook Action; Ratings Affirmed

                                 To              From
Banco Popolare Societa Cooperativa SCRL
Banca Aletti & C. SpA
Credito Bergamasco
Banca Popolare dell'Emilia Romagna S.C.
Banca Popolare di Milano SCRL
Banca Akros SpA
Banca Popolare di Vicenza ScpA
Veneto Banca S.C.P.A.

Counterparty Credit Rating       BB/Neg/B         BB+/Watch Neg/B

Agos-Ducato SpA

Counterparty Credit Rating       BB-/Neg/B        BB+/Watch Neg/B

Unipol Banca SpA

Counterparty Credit Rating       BB-/Neg/B        BB/Watch Neg/B

Downgraded; CreditWatch/Outlook Action

                                 To             From
Unione di Banche Italiane Scpa
Credito Emiliano SpA

Counterparty Credit Rating       BBB-/Neg/A-3   BBB/Watch Neg/A-2

MedioCredito Centrale SpA
FGA Capital SpA
Iccrea Holding SpA
Iccrea Banca SpA
Iccrea BancaImpresa SpA

Counterparty Credit Rating      BB+/Negative/B           BBB-
/Watch Neg/A-3

Ratings Affirmed

Intesa Sanpaolo SpA
Banca IMI SpA
UniCredit SpA
UniCredit Leasing SpA

Counterparty Credit Rating     BBB/Negative/A-2

Downgraded; Remained on CreditWatch; Ratings Affirmed

                              To               From

Banca Carige SpA              BB-/Watch Neg/B  BB/Watch Neg/B

Ratings Remain On CreditWatch

Dexia Crediop SpA

Counterparty Credit Rating    B+/Watch Neg/B   B+/Watch Neg/B

N.B.-This list does not include all ratings affected.



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


S&B MINERALS: S&P Assigns Prelim. 'B+' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
preliminary long-term corporate credit rating to Luxembourg-
registered S&B Minerals Finance S.C.A. (S&B).  The outlook is
stable.

At the same time, S&P assigned its 'B+' preliminary issue rating
to the proposed EUR275 million senior secured notes maturing in
2020 to be co-issued by S&B Minerals Finance S.C.A. and S&B
Industrial Minerals North America Inc. and guaranteed by the key
operating subsidiaries of the group.  At the time of writing, S&P
don't rate the EUR40 million revolving credit facility (RCF) due
in 2020.

S&B expects to use bond proceeds to refinance existing debt and
pay a dividend to shareholders.

The final ratings will depend upon the successful placement of
the long-term bond and arrangement of the EUR40 million RCF that
may be required as a liquidity cushion.  Accordingly, the
preliminary rating should not be construed as evidence of a final
rating.  If S&B is unable to attract financing within a
reasonable time frame, or if the documentation is materially
different from what has been provided to S&P, it reserves the
right to withdraw or revise its
ratings.

The preliminary rating on S&B reflects S&P's assessment of its
business risk profile as "weak" and its financial risk profile as
"aggressive."

S&P bases its view of S&B's business risk profile on the
following:

   -- Its limited scale of the business, with about EUR470
      million in sales in 2012;

   -- The cyclicality of end markets, including the steel
      industry, construction, and auto;

   -- The concentration of the asset base in Greece, where 44% of
      non-current assets are located; and

   -- Its exposure to commodity-type bauxite (14% of non-current
      assets), which is unprofitable.

These factors are partly offset by S&B's good positions in
concentrated niche industries of bentonite (46% of revenues in
2011), continuous casting fluxes (CCF) (22%), and perlite (15%)
where the company is the largest or second-largest producer
globally.  The company also acquired NYCO, a leading wollastonite
producer, in late 2012.  The company has therefore historically
experienced generally stable prices, although volumes are
volatile and depend on activity levels in customer industries.
Despite S&B's small size, it is well-diversified by products
produced, customer industries served, and geography of sales.  It
derives 7% of sales from Greece, 7% from the rest of Southern
Europe, 22% from Germany, 30% from elsewhere in Europe, and 22%
from North America.  Overall, this contributed to relatively
resilient performance in 2010-2012 and the first quarter of 2013.

"We base our opinion of S&B's financial risk profile on its
aggressive leverage with EUR275 million of gross debt, and
EUR340 million of adjusted debt including our adjustments for
pensions, operating leases, and asset retirement obligations.  In
our base-case scenario for 2013-2014, we expect debt to EBITDA of
about 4.4x each year.  We also factor into our assessment the
company's aggressive financial policy, owing notably to the 39%
stake in S&B that private equity company Rhone Capital owns,
balanced by the 61% stake that Kyriacopoulos family shareholders
have in the company.  On the positive side, we foresee adequate
liquidity post transaction, with no debt maturities until 2020,
when both the bond and the RCF should mature.  We also expect
free operating cash flow (FOCF) to be moderately positive, given
the absence of ambitious capital expenditure plans.  However, we
factor in that the company will likely use FOCF for bolt-on
acquisitions or dividends," S&P noted.

The stable outlook reflects S&P's expectation that S&B will
maintain a broadly stable ratio of debt to EBITDA of 4.5x or
below and will be able to largely cover potential dividends or
bolt-on acquisitions with FOCF.  S&P also takes into account its
anticipation of the company's resilient operating performance in
the next couple of years, despite challenging economic conditions
in Europe.

S&P could downgrade S&B if debt to EBITDA increased to above
4.5x, triggered by a less resilient operating performance than it
currently expects or a more aggressive financial policy.
Material negative free cash flow of the commodity type bauxite
operations or deterioration in Greece that affects the company's
operations there, such as strikes for example, could also
pressure the rating.

S&P don't anticipate upside for the rating in the next couple of
years, due to S&B's small size and its view of its aggressive
financial policy.



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


NEW WORLD: Moody's Lowers CFR to 'Caa1'; Outlook Stable
-------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) of New World Resources N.V. to Caa1 from B2 and its
probability of default rating (PDR) to Caa1-PD from B2-PD,
following a further reduction in coal prices for the third
quarter of 2013 and Moody's expectations of prolonged softness in
coal prices. At the same time, Moody's has downgraded the senior
secured rating on the group's notes due 2018 to B3 (LGD3 -- 34%)
from B1 and the senior unsecured rating on its notes due 2021 to
Caa3 (LGD6 -- 90%) from Caa1. The outlook on the ratings is
stable.

Ratings Rationale:

"Today's downgrade of NWR's ratings follows further worsening in
the coal price environment, as signaled by the company's recently
announced price reductions for Q3 2013, and our expectations that
market conditions will remain challenging over the next 12 to 18
month with only marginal, if any, recovery in prices", says Paolo
Leschiutta, a Moody's Vice President - Senior Credit Officer and
lead analyst for NWR. "Depressed market conditions will make it
more challenging for the company to contain cash flow
deterioration during the rest of 2013 and next year and will add
pressure on the company's liquidity profile," continued Mr.
Leschiutta.

On July 18, 2013, NWR announced that it had agreed prices for
coking coal deliveries in Q3 2013 of EUR92 per tonne, indicating
an 8% reduction compared to the previous quarter's prices, which
were already at depressed levels. While Moody's expects that NWR
will have successfully contained cash flow absorption during Q2
2013, in light of the higher-than-expected sales of its thermal
coal inventories, the rating agency believes that lower prices
during Q3 and further deterioration in the global coal and steel
industries might result in lower-than-initially-expected free
cash flow generation for full-year 2013.

While Moody's believes that NWR still has enough liquidity
resources on its balance sheet, these might erode rapidly in case
of further deterioration. In addition, weaker-than-expected
results might challenge the company in its negotiation with banks
to obtain further covenants waivers in case these are needed.

Given the current price environment, Moody's would expect NWR's
financial leverage, measured as debt to EBITDA as adjusted by
Moody's, to deteriorate significantly during 2013, likely
exceeding 10x, and to remain at unsustainable level during 2014.
This ratio stood at 6.2x at the end of March 2013 (on a last 12-
month basis) marking a significant deterioration from the year-
end 2012 level (3.8x) and the average over the last three years.

Moody's nonetheless recognizes NWR's efforts in implementing
measures aimed at saving cash during the year, including the
potential disposal of its coke assets, the selloff of coal
inventories and other efficiency and cost optimization measures.
Although some of these might provide immediate benefit to the
group's cash generation, others might be more difficult to
achieve and the rating agency will continue to closely monitor
NWR's ability to make progress in this respect.

The stable outlook reflects the expectations that the company
will successfully implement some of its cash savings program and
that coal prices could remain around the current low level for
the next 12 months at least.

What Could Change The Rating Up/Down

Upward pressure is currently limited; nonetheless Moody's could
upgrade NWR's ratings following an improvement in market
conditions, and in particular in the currently depressed coal
prices, which would result in a recovery in the company's cash
generation and in an improvement in its liquidity profile.

Conversely, negative rating pressure could arise if there were a
further deterioration in NWR's liquidity profile or market
conditions. In particular, failure to receive support on its ECA
loan or further deterioration in the cash generation could put
immediate pressure on the ratings.

Principal Methodology

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

Headquartered in the Netherlands, NWR is the largest hard coal
mining group in the Czech Republic (based on coal production) and
operates through its main subsidiary OKD, a.s. The group reported
revenues of EUR1.3 billion and EBITDA of EUR223 million for
fiscal year-end December 2012. NWR exploits the Upper Silesian
basin in the north-eastern part of the Czech Republic and is
expanding its activity in Poland.



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


HIDROELECTRICA SA: Exits From Insolvency Process
------------------------------------------------
The Diplomat-Bucharest, citing Ziarul Financiar, reports that
Hidroelectrica S.A. has managed to exit insolvency.

So far, the company has laid off 700 employees, annulled direct
contracts through which it had lost over EUR1 billion and
recorded a turnover of RON399 million in the first five months of
this year, compared to losses of RON190 million in the same
period of last year.

In late June, The Diplomat-Bucharest recalls, lenders approved
the reorganization plan for Hidroelectrica which was analyzed
recently by the Bucharest Tribunal.  Eventually, the court
decided that the company could exit insolvency. Remus Borza, the
receiver, got a EUR2.2 million bonus for managing to get the
company out of insolvency in June as promised.

"The decision made by the Court is enforceable, but the
reorganization plan didn't disadvantage anyone, so I don't see
why there should be any appeal," said ZF quoted Mr. Borza, head
of Euro INSOL, the firm's judicial administrator, as saying.

Hidroelectrica entered the insolvency process on June 20, 2012,
in order to be re-organized.  Euro INSOL was appointed the
judicial administrator.  On March 31, 2013, Hidroelectrica had
some 4,900 employees, down from over 5,200 recorded when the
company entered the insolvency process.


VULCAN BUCURESTI: Owes RON193 Million to 230 Creditors
------------------------------------------------------
Ioana Tudor at Ziraul Financiar reports that Vulcan Bucuresti
owes RON193 million (EUR44 million) to 230 creditors.

The company entered insolvency in May this year, Ziarul Financiar
recounts.

Vulcan Bucuresti is a Romanian steam generator and pump
manufacturer.



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


ALROSA OJSC: Fitch Puts 'B' Short-Term Rating on Watch Positive
---------------------------------------------------------------
Fitch Ratings has placed OJSC ALROSA's (ALROSA) 'BB-' Long-term
foreign currency rating, 'B' Short-term rating and 'BB-' foreign
currency senior unsecured rating on Rating Watch Positive (RWP).
The rating actions follow the company's expected sale of its 100%
interest in CJSC Geotransgaz and LLC Urengoy Gas Company. If the
transaction closes as expected, Fitch would expect to upgrade
ALROSA by one notch.

KEY RATING DRIVERS
Sale of Natural Gas Assets
Fitch expects the company to direct proceeds from the transaction
for short-term borrowings' repayment, which will result in
decrease of FFO adjusted gross leverage to 2.1x by end-2013 (2.4x
at end-2012) and will also contribute to an improvement in the
company's liquidity position. Sale of the non-core assets will
allow ALROSA to focus on the development of its core diamond
mining operations in the Republic of Sakha (Yakutia) (BBB-
/Stable).

Significant Scale
ALROSA is the world's largest rough diamond producer by volume
with a strong reserve base. The company has more than 950m carats
of proved reserves, indicating an average mine life of more than
30 years.

State Support
Fitch assesses ALROSA's link with its controlling shareholder,
the Russian Federation (BBB/Stable), as medium, which provides a
one-notch uplift to the company's standalone rating of 'B+'.
State support during 2008-2009 included the purchase of diamonds
via the Russian State Depository for Precious Metals and Stones,
plus financing provided via state-owned Bank VTB (JSC)
(BBB/Negative).

The expected sale of a 14% stake which is planned in H213 will
likely be neutral to the company's ratings, as the Russian
Federation with the Republic of Sakha (Yakutia) will remain
jointly controlling shareholders of the company.

Increasing Cash Costs
Like other mining companies in Russia, ALROSA faces mining cost
inflation at a rate higher than general inflation. An expected
increase in the proportion of underground mining will also
negatively affect the average cash mining costs.

Rating Constraints
ALROSA's lack of product diversification and its exposure to the
price cycles of the diamond market act as rating constraints. In
addition, the company is exposed to higher-than-average
political, business and regulatory risks of operating in Russia.

RATING SENSITIVITIES:

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

-- Sale of 100% interest in CJSC Geotransgaz and LLC Urengoy
   Gas Company and subsequent repayment of short-term
   borrowings.

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

-- Inability to roll over maturing debt and attract new financing
   to meet debt obligations

-- Reduction of support from the Russian Federation.

-- FFO adjusted gross leverage above 3.0x on a sustained basis
   (2.4x at end-2012).

-- EBITDAR margin below 20%.


EVRAZ GROUP: Fitch Affirms 'B' ST Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed OJSC Novolipetsk Steel (NLMK) at
'BBB-', and Evraz Group SA (Evraz Group) and EVRAZ plc (Evraz) at
'BB-'. Fitch has revised the Outlook on NLMK's Long-term Issuer
Default Rating (IDR) to Negative from Stable. Outlooks on Evraz
Group's and Evraz's Long-term IDRs are Stable.

KEY RATING DRIVERS

The revision of NLMK's Outlook to Negative is due to the increase
in the company's leverage in FY12 above Fitch's expectations.
Evraz Group's and Evraz's performance in FY12 was in line with
Fitch's expectations.

The affirmations follow an industry review, which included an
analysis of forecast operational and financial profiles for each
steel company over the next three years. Over this period Fitch
expects steel products' prices to remain below the 2012 level,
although with a gradual recovery year-on-year. The companies
margins will generally remain under pressure. However, Fitch
expects each company's EBITDAR margin to be above 10%-12% over
the next three years. This compares well with international
peers.

The companies will continue to benefit from low-cost upstream
operations and relatively high capacity utilization rates at
their Russian production sites. However, European and North
American operations will struggle to be profitable.

At end-2012 the companies had higher leverage than required by
Fitch for steel companies at the respective rating level.
However, the agency expects, over the 2013-2015 period, positive
free cash flow (FCF) for NLMK, and neutral to positive FCF for
Evraz Group and Evraz which will contribute to deleveraging.

A key consideration for the future direction of the companies'
ratings is their ability to reduce capex and generate positive
FCF.

RATING SENSITIVITIES

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

-- An upgrade in ratings is currently not considered likely over
   the next two-three years

-- A revision in the Outlook to Stable from Negative could result
   from expectations that funds from operations (FFO) adjusted
   gross leverage is trending below 2.0x by end-2015

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

-- Indications that FFO adjusted gross leverage will be sustained
   above 2.5x through end-2015

-- Sustained negative FCF

Evraz Group/Evraz plc
Positive: Future developments that could lead to positive rating
actions include:

-- Expectation that FFO adjusted gross leverage will decrease
   below 2.5x by the end-2015

-- Sustained positive FCF

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

-- Indications that FFO adjusted gross leverage will be sustained
   above 3.0x by end-2015

-- Sustained negative FCF

The rating actions are:

OJSC Novolipetsk Steel (NLMK)
Long-term foreign currency IDR: affirmed at 'BBB-'; Outlook
  revised to Negative from Stable
Short-term foreign currency IDR: affirmed at 'F3'
Senior unsecured foreign currency rating: affirmed at 'BBB-'
National Long-term Rating: affirmed at 'AA+(rus)'; Outlook
  revised to Negative from Stable

Steel Funding Limited

USD500m Loan Participation Notes (LPNs) due September 2019:
  affirmed at 'BBB-'
USD800m LPNs due February 2018: affirmed at BBB-

Evraz Group SA

Long-term foreign currency IDR: affirmed at 'BB-'; Stable
  Outlook
Short-term foreign currency IDR: affirmed at 'B'
Senior unsecured foreign currency rating: affirmed at 'BB-'

EVRAZ plc

Long-term foreign currency IDR: affirmed at 'BB-'; Stable
  Outlook
Short-term foreign currency IDR: affirmed at 'B'



=====================================
S E R B I A   &   M O N T E N E G R O
=====================================


JUGOREMEDIJA: Hypo-Alpe-Adria Bank Drafts Turnaround Plan
---------------------------------------------------------
SeeNews reports that Czech company Eurofarm and Hypo-Alpe-Adria
Bank have drafted a turnaround plan for bankruptcy-facing
Jugoremedija.

According to SeeNews, news daily Vecernje Novosti, quoting
Jugoremedija's administrator Radovan Savic, reported that the
reorganization plan, which could see a production upgrade take
place as soon as this summer, will be discussed at a bankruptcy
hearing at the commercial court in the northern town of Zrenjanin
scheduled for July 29.

SeeNews notes that the daily said since the bankers and the
Czechs hold a sufficient portion of the claims, it is likely that
their reorganization plan will be cleared.

Production at Jugoremedija was halted in 2011, SeeNews recounts.
Bankruptcy proceedings against the company were launched in
December 2012 over creditor claims totaling EUR1.7 million
(US$2.2 million), SeeNews relates.

According to SeeNews, data from Serbia's Business Registry Agency
indicated that Jugoremedija's net loss surged to RSD1.8 billion
(US$20.6 million/EUR15.8 million) in 2012 from RSD470.6 million a
year earlier.

Jugoremedija is a Serbian drug maker.



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


SKUPINA VIATOR&VEKTOR: To Sell Steel and Defence Arms
-----------------------------------------------------
Slovenska Tiskovna Agencija (STA) reports that insolvent
logistics group Viator&Vektor will sell its steel and defence
arms, Sistemska tehnika and Sistemska tehnika Armas, as part of
ongoing receivership proceedings.

As reported in the Troubled Company Reporter-Europe on July 5,
2012, SeeNews, citing state-run news agency STA, said that the
Ljubljana district court decided to stay the debt restructuring
at Slovenia's Skupina Viator&Vektor, the holding company of the
namesake logistics group, and place it in receivership.
According to SeeNews, STA said that the decision of the court
came after the holding company missed a deadline for the
confirmation of a capital increase.

Skupina Viator&Vektor is based in Slovenia.



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


BANCO DE SABADELL: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Spain-based Banco de Sabadell's
(Sabadell) and Banco Popular Espanol S.A.'s (Popular) Long-term
Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. At
the same time, the agency has affirmed both banks' other ratings,
including the Short-term IDR at 'B', Viability Rating (VR) at
'bb+', Support Rating at '3' and Support Rating Floor (SRF) at
'BB+'.

KEY RATING DRIVERS - IDRS, SENIOR DEBT, SUPPORT RATING AND SRF
Sabadell's and Popular's Long-term IDRs and senior debt ratings
are at their SRFs and the affirmation of these ratings indicates
Fitch's view that there is a moderate likelihood of state support
for these two banks, if needed. This is due to their relative
size and importance within the Spanish banking system, with
deposit market shares of between 6% and 7%, which in Fitch's view
place Sabadell and Popular as the second tier of systemically
important Spanish banks, outside the four largest banks which
have SRFs in the 'BBB' range. Sabadell's and Popular's Outlooks
are Stable because they are based on state support and there is
currently a two-notch difference with the sovereign rating
('BBB'/Negative).

RATING SENSITIVITIES - IDRS, SENIOR DEBT, SUPPORT RATINGS AND SRF
Based on the agency's "higher of" approach, Sabadell's and
Popular's Long-term IDR will be downgraded only if their SRF and
VR are simultaneously downgraded.

The SRF is sensitive to any change in the assumptions
underpinning Fitch's current judgment about Spain's willingness
and ability (as measured by its rating) to support these two
banks in the future. A one-notch downgrade of the Kingdom of
Spain would not automatically trigger a downward revision of
these banks' SRFs.

These ratings are also sensitive to a change in Fitch's
assumptions around the availability of sovereign support for
Spanish financial institutions. There is a clear political
intention to ultimately reduce the implicit state support for
systemically important banks in Europe, as demonstrated by a
series of policy and regulatory initiatives. This might result in
Fitch revising SRFs down in the medium term, although the timing
and degree of any change would depend on on-going developments
around support and 'bail in' for eurozone banks. Resolution
legislation is developing quickly and the implementation of
credit 'bail in' is starting to make it look more feasible for
taxpayers and creditors to share the burden of supporting banks.

KEY RATING DRIVERS - VRs
The affirmation of Sabadell's VR mainly reflects an enlarged
retail franchise following various bank acquisitions, the most
important being those of Banco CAM S.A. in June 2012 and part of
the branches of Banco Mare Nostrum, S.A. in June 2013, and an
improved funding profile.

Another factor sustaining the VR is Sabadell's increased loss-
absorption capacity, in part due to an asset protection scheme
(APS) for the poorest quality assets, although some vulnerability
to further stress persists with a Fitch Core Capital ratio (FCC)
of 7.8% and Fitch eligible capital ratio (FEC) of 8.8% at end-
Q113. Fitch also views positively management's track record of
integrating banks, especially in light of the need to turn around
Banco CAM's weak franchise and achieve synergies, in conjunction
with the completion of other smaller bank integrations.

Sabadell's impaired assets grew further and headline impairments
look relatively large; however, a substantial part of them
related to an APS that covers most of the downside risk.
Excluding the APS, the impaired loan (NPL) ratio was 10.4% at
end-Q113 and reserves held against these assets are currently
adequate at 60%. Real estate exposure is a relatively moderate
14% of total loans and foreclosures.

As the recession prevails, Fitch's concerns relate to the
weakening of assets not covered by the APS, especially in the SME
segment. Another source of risk relates to restructured loans
that are performing, although these seem manageable at 6% of
gross loans.

Sabadell's profitability weakened in 2012 and Q113 and will
continue to feel the pressure from low interest rates, the
recession and poor returns from Banco CAM's franchise. Synergies
and earnings from the rotation of the bond portfolio are
therefore necessary to maintain financial flexibility.
Sabadell has been able to increase its retail funding base to
adequate levels, which was previously seen as challenging by
Fitch, in particular after integrating Banco CAM's poor deposit
base. At end-Q113, Sabadell's adjusted loan-to-deposit ratio
stood at 110% and liquidity buffers, at 10% of total assets, are
more than sufficient to meet 2013-2015 scheduled debt maturities.
Funding from the ECB remains above peers' but is now merely for
carry trade and is gradually being repaid.
The affirmation of Popular's VR reflects a solid franchise in the
SME segment, which has supported sound earnings over the years.
The bank maintains wider margins and better cost-to-income ratio
than most other Spanish banks, which provides it with higher
financial flexibility, also benefiting from realizing capital
gains from the sale of non-core assets.

Nevertheless, in Fitch's view, Popular's 2013 earnings will
remain modest as impairment charges will remain high, as Fitch
expects further deterioration across asset classes. Popular's VR
also considers a high exposure to the troubled real estate sector
(25% of loans and foreclosed assets) and deteriorating asset
quality indicators. Its NPL ratio was 13% at end-Q113, with a
reasonable coverage at 59%.

A second important supporting factor is Popular's EUR2.5 billion
capital increase in December 2012 to cope with the Oliver Wyman
adverse stress test results and harsher provisions for real
estate assets. However, Popular's FCC ratio, which is negatively
impacted by large tax loss carry-forwards, remains weak at 5.8%
at end-Q113. The bank's FEC ratio, which includes the EUR1.8
billion mandatory convertible notes with 100%-equity credit, was
stronger at 7.8% at the same date, but in Fitch's opinion remains
vulnerable under further asset quality stress.

Popular's funding profile has improved since 2007 due to steady
retail funds growth and its adjusted loan-to-deposit ratio was
125% at end-Q113. Funding from the ECB is just for asset-
liability management purposes and is declining, and unencumbered
assets (6.3% of assets) are sufficient to meet Popular's near-
term unsecured debt repayments.

RATING SENSITIVITIES - VRs
Sabadell's VRs may be downgraded due to i) a failure to continue
turning around the Banco CAM franchise and if the benefits of
recent bank acquisitions do not crystallize as planned; ii) an
inability to sustain its current deposit levels without further
jeopardizing margins; and/or iii) credit impairments exceeding
Fitch's base-case expectations, putting further pressure on FCC.

Popular's VR will be downgraded if asset quality (hence credit
impairments) deteriorates more than expected, putting pressure on
FCC, most likely in conjunction with a deterioration of Spain's
economy beyond Fitch's expectations.

Conversely, any potential for upgrading Sabadell's VR is unlikely
in the foreseeable future as Spain's economic conditions will
remain weak for some time; however, upside could arise from
several quarters of asset quality stabilization relative to
peers, combined with a material improvement in profitability,
hence indicating potential for capital strengthening.

In the case of Popular, upward rating potential is also currently
limited but may arise from a stabilization of NPLs together with
improvements in its underlying (post-impairment charges)
profitability, resulting in enhanced internal capital generation
and ultimately capital. A reduction of exposure to real estate
assets as well as continued improvement of its retail funding
base can also positively impact its rating.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES - KEY RATING
DRIVERS AND RATING SENSITIVITIES
Subordinated debt and other hybrid capital issued by Sabadell and
Sabadell International Equity Limited and by Popular and its
vehicles are all notched down from their VRs of 'bb+' in
accordance with Fitch's assessment of each instrument's
respective non-performance and relative loss severity risk
profiles, which vary considerably. Their ratings are primarily
sensitive to any change in the VR of Sabadell and Popular,
respectively.

STATE GUARANTEED DEBT - KEY RATING DRIVERS AND RATING
SENSITIVITIES
The ratings of the state-guaranteed debt issued by Sabadell are
in line with Spain's Long-term IDR and are therefore sensitive to
any change in this rating.

The rating actions are:

Banco de Sabadell (Sabadell):
Long-term IDR: affirmed at 'BB+'; Outlook Stable
Short-term IDR: affirmed at 'B'
VR: affirmed at 'bb+'
Support Rating: affirmed at '3'
SRF: affirmed at 'BB+'
Senior unsecured long-term debt: affirmed at 'BB+'
Senior unsecured short-term debt: affirmed at 'B'
Commercial paper: affirmed at 'B'
Subordinated lower tier 2 debt: affirmed at 'BB'
Subordinated upper tier 2 debt: affirmed at 'B'
Preferred stock: affirmed at 'B-'
State-guaranteed debt: affirmed at 'BBB'

Sabadell International Equity Ltd:
Preferred stock: affirmed at 'B-'

Banco Popular Espanol, S.A. (Popular):
Long-term IDR: affirmed at 'BB+; Outlook Stable
Short-term IDR: affirmed at 'B'
VR: affirmed at 'bb+'
Support Rating: affirmed at '3'
SRF: affirmed at 'BB+'
Long-term senior unsecured debt program: affirmed at 'BB+'
Short-term senior unsecured debt program and commercial paper:
affirmed at 'B'
Subordinated lower tier 2 debt: affirmed at 'BB'

BPE Financiaciones SA:
Long-term senior unsecured debt and debt program (guaranteed by
Popular): affirmed at 'BB+'
Short-term senior unsecured debt program (guaranteed by Popular):
affirmed at 'B'

BPE Preference International Limited
Preference shares: affirmed at 'B'

Popular Capital, S.A.
Preference shares: affirmed at 'B'


UNNIM BANC: Fitch Upgrades Preferred Stock Rating to 'BB-'
----------------------------------------------------------
Fitch Ratings has affirmed Unnim Banc, S.A.'s Long-term Issuer
Default Rating (IDR) at 'BBB+', Short-term IDR at 'F2' and
Support Rating at '2'. Simultaneously, Fitch has withdrawn these
ratings following a corporate reorganization as Unnim Banc has
been merged into Banco Bilbao Vizcaya Argentaria (BBVA;
BBB+/Negative) on May 23, 2013. At the same time, Unnim Banc's
debt ratings have been affirmed and transferred to BBVA.

KEY RATING DRIVERS - IDRs, STATE GUARANTEED DEBT AND SRF
The rating actions follow the completion of Unnim Banc's
integration into its parent bank, BBVA. As a result, Unnim Banc's
assets and liabilities have been transferred to BBVA and Unnim
Banc has ceased to exist as a legal entity. Unnim Banc's IDRs
have been driven solely by parental support since its acquisition
by BBVA on July 27, 2012.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
The upgrades of the upper Tier 2 and preferred stock instruments
to 'BB+' from 'CC' and 'BB-' from 'C', respectively, reflect a
higher probability of them performing following the transfer to
BBVA. These instruments are notched down from BBVA's Viability
Rating (bbb+), in line with the agency's assessment of each
instrument's risk of non-performance and relative loss
severities. The upper Tier 2 debt is notched down once for loss
severity and twice for non-performance risk. The preferred stock
is notched down twice for loss severity and three times for non-
performance risk.

Fitch has withdrawn the rating of the preference shares that were
placed with retail investors and subject to a conversion offer by
BBVA in October 2012 as they are no longer considered
analytically meaningful given that there is only a de minimis
amount outstanding.

Any impact on Unnim Banc's covered bonds will be covered in a
separate commentary.

The rating actions are:

Unnim Banc:
Long-term IDR: affirmed at 'BBB+'; Outlook Negative; withdrawn
Short-term IDR: affirmed at 'F2'; withdrawn
Support Rating: affirmed at '2'; withdrawn
Subordinated lower Tier 2 debt: affirmed at 'BBB'; transferred to
BBVA
Subordinated upper Tier 2 debt: upgraded to 'BB+' from 'CC';
removed from Rating Watch Positive (RWP); transferred to BBVA
Preferred stock (ISIN: ES0101339028 and XS0225115566): upgraded
to 'BB-' from 'C'; removed from RWP; transferred to BBVA
Preferred stock (ISIN: ES0101339002 and KYG175491094): upgraded
to 'BB-' from 'C'; removed from RWP; withdrawn
State-guaranteed debt: affirmed at 'BBB+'; transferred to BBVA



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


CAMCARE DAYCARE: Care Home Business Placed in Liquidation
---------------------------------------------------------
The Examiner reports that care home business The Flowers Hall,
which is run by Camcare Daycare Ltd, has closed down leaving
former staff anxious over whether they will get paid.

The Flowers Hall in Lascelles Hall Road, Kirkheaton, shut its
doors with staff being made redundant, the report relates.

Wages were not paid and staff will now have to claim from the
Government's Redundancy Payments Service, according to the
report.

The Examiner previously reported how the home had announced
closure plans, forcing families to find new homes for its
residents.

Flowers Hall shut down on July 8.  It is understood the rented
building, the historic Lascelles Hall, was taken back by the
landlord the following day.

Halifax-based insolvency firm Begbies Traynor has been instructed
to "assist the directors with liquidation," the Examiner reports.


CEVA GROUP: Moody's Lifts CFR to Caa1 After Debt Restructuring
--------------------------------------------------------------
Moody's Investors Service upgraded CEVA Group Plc.'s corporate
family rating (CFR) to Caa1 from Caa3 and probability of default
rating (PDR) to Caa1-PD from Ca-PD. Moody's also upgraded the
ratings on CEVA's senior secured bank and revolving facilities
and senior secured notes due 2017 to B2 from B3 and the ratings
on the junior priority lien notes due 2018 and the senior
unsecured notes due 2020 to Caa3 from C. The rating agency also
confirmed the Caa2 ratings on the priority lien notes due 2016.
The outlook on all ratings is negative.

Ratings Rationale:

The rating action concludes the review of the ratings driven by
the completion by CEVA of a debt restructuring in May 2013 with
the conversion of the vast majority of unsecured notes due 2020
and the unrated bridge loan due 2018 into equity instruments of
Ceva Holdings and the conversion of most of the junior priority
lien notes due 2018 into a EUR538 million PIK loan due 2023,
which Moody's views as debt although it is entirely owned by Ceva
Holdings.

The upgrade of CEVA's CFR to Caa1 from Caa3 and PDR to Caa1-PD
from Ca-PD reflects the deleveraging of the business post the
conversion of around EUR544 million in CEVA's debt into equity
instruments and converting a further EUR538 million of debt into
an intercompany PIK loan owned by Ceva Holdings. Furthermore, it
reflects the improvement in liquidity profile after the
restructuring following the injection of EUR154 million in cash
and access to additional liquidity of up to EUR65 million from
the new shareholders. It also reflects the reduced interest cost
of the new capital structure, which reduced cash interest costs
by around EUR130 million in 2013.

The Caa1 CFR reflects the high adjusted leverage, expected by
Moody's at over 8.0x at FY2013, in the context of CEVA's
currently thin operating margins as a result of difficulties
experienced by the logistics market, the group's exposure to some
cyclical sectors and the strong competition within the industry.
The rating is also impacted by Moody's concerns regarding the
sustainability of the company's capital structure despite the
recent restructuring, given the high cost of servicing the
group's debt, and the recurring negative free cash flow. However,
the rating is supported by the group's brand recognition as one
of the largest logistics service providers and its global
presence, servicing many of the largest blue-chip companies in
the world.

CEVA's liquidity is sufficient to address operating requirements
over the intermediate term. The restructuring provided an
additional EUR154 million in cash, leaving pro-forma cash on BS
as of March 31, 2013 at EUR438 million and EUR82 million
available under the RCF, ABL facilities (both due in 2015) and
term loan provided by the new shareholders. However, whilst
interest expense will be reduced as a result of the transaction,
Moody's still expects negligible free cash flow in FY2013 and
probably FY2014. Other than the RCF and ABL, the first
significant debt maturity is in 2016 and covenant headroom is
currently adequate.

The negative outlook reflects continued weak market conditions,
depressing CEVA's operating performance and leading to weak
credit metrics for the current rating, in particular high
leverage and negative free cash flow.

In view of the current very high leverage, there is limited
potential for an upgrade. The outlook could be stabilized if
adjusted leverage remains sustainably below 7.5x and liquidity
remains adequate. A rating downgrade could occur as a result of a
deterioration in one, or a combination of the following: (i)
market conditions; (ii) CEVA's liquidity position; (iii) the
group's operating margins; and (iv) its cash flow generation.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

CEVA Group plc. is the fourth-largest integrated logistics
provider in the world in terms of revenues (EUR7 billion as at
December 31, 2012). As at financial year-end 2012, CEVA had a
presence in more than 160 countries worldwide, employing around
49,000 people and managing approximately 9 million square meters
of warehouse facilities.


CLARENCARE LTD: Care Home Sold Out of Liquidation
-------------------------------------------------
Insider Media reports that Clarencare Ltd, which traded as Brown
Edge House Residential Home, has been sold out of liquidation.

The deal has safeguarded 17 jobs and the home's 16 residents, the
report says.

Insider Media relates that Clarencare Ltd had been faced with a
winding-up petition from HM Revenue & Customs (HMRC) which would
have seen it shut down immediately.

Financial services firm Begbies Traynor has now sold the business
and assets out of liquidation to Brown Edge House Ltd which
shares one director with Clarencare, according to the report.

As a result of the voluntary liquidation, HMRC has agreed not to
proceed with the winding up petition and the case is due to be
dismissed at a on July 22, says Insider Media.


HIBU PLC: Agrees to Restructuring Terms; Shares Cease Trading
-------------------------------------------------------------
James Titcomb at The Telegraph reports that Hibu plc, the
publisher of the Yellow Pages, has confirmed that its shares are
worthless and has ceased trading on the London Stock Exchange
after agreeing terms to restructure its GBP2.3 billion debt pile.

Hibu, formerly known as Yell, said it had agreed terms with a
committee of big lenders that will see the creditors take control
of the company in exchange for slimming its debt, the Telegraph
relates.

The company, spun off from BT in 2001, borrowed a large amount of
money in order to fund an acquisition spree but found itself
unable to honor its obligations as the rise of internet search
engines hit its directories business, the Telegraph discloses.

According to the Telegraph, the creditors, which include Soros
Fund Management and Deutsche Bank, have agreed to reduce Hibu's
obligations by around GBP800 million and agreed to reduced
interest on some of its remaining debt.

The agreement comes after negotiations with a group of big
creditors who own 32.8% of Hibu's debt, and must now be approved
by lenders owning 75%, the Telegraph notes.

Shares ceased trading yesterday, July 25, putting an end to
Hibu's tenure as a listed company, five years after it dropped
out of the FTSE 100, the Telegraph relates.

Hibu Chairman Bob Wigley, as cited by the Telegraph, said that
the restructuring would mean a board reshuffle.

The current executive directors will remain although new board
members will be parachuted in by the lenders, the Telegraph
states.

Hibu Plc is a British Yellow Pages publisher.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 5,
2013, Standard & Poor's Ratings Services said that it lowered to
'D' (default) from 'CC' its long-term corporate credit rating on
U.K.-based international publisher of classified directories hibu
PLC.  The downgrade follows hibu's nonpayment of interest on its
2009 credit facility on the due date of Feb. 28, 2013.


KLEINWORT BENSON: Moody's Withdraws Ba1 Deposit Ratings, D+ BFSR
----------------------------------------------------------------
Moody's Investors Service has withdrawn Kleinwort Benson Bank Ltd
and Kleinwort Benson (Channel Islands) Ltd.'s Ba1 Long Term Local
and Foreign Deposit ratings, Not Prime Short Term Local and
Foreign Deposit ratings, and D+ Bank Financial Strength Ratings
(BFSR) (equivalent to a ba1 baseline credit assessment).

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


NORTHERN ROCK: Bad Bank Sells GBP400-Mil. Personal Loans
--------------------------------------------------------
Peter Ranscombe at The Scotsman reports that Northern Rock Asset
Management (NRAM), the "bad bank" created following the collapse
of Bradford & Bingley and Northern Rock, has sold GBP400 million-
worth of personal loans.

Debt recovery business Marlin Financial is buying "default" loans
for which customers have failed to make repayments, the Scotsman
discloses.

OneSavings Bank, which is backed by US private equity group JC
Flowers and owns the Kent Reliance mutual, is snapping up debt
that is not in default, marking its first foray into the personal
loans market, the Scotsman says.

UK Asset Resolution -- the body that manages NRAM on behalf of
the taxpayer -- wants to accelerate the winding up of the bad
bank assets after last year's sale of GBP465 million of Northern
Rock mortgages to Virgin Money, the Scotsman notes.

Yet the personal loan portfolio being sold represents less than
1% of the overall book managed by UKAR, worth around ť68 billion
and largely consisting of mortgages, the Scotsman states.

According to the Scotsman, the sale -- which is expected to
complete within six months -- will deliver a "small profit" for
the taxpayer and go towards paying off the GBP18 billion of loans
outstanding following the nationalization of Northern Rock.

Operating some 70 branches across the UK, Northern Rock offers
residential mortgages and savings accounts, including variable
cash and fixed-rate Individual Savings Accounts (or ISAs, which
are tax-exempt savings accounts offered in the UK), as well as
bonds and traditional savings accounts.  The bank also offers
financial planning and mortgage-related insurance and life
assurance products through third-party providers.



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


* BOOK REVIEW: Bankruptcy Crimes
--------------------------------
Author: Stephanie Wickouski
Publisher: Beard Books
Softcover: 395 Pages
List Price: $124.95
http://is.gd/LuspaE
Review by Gail Owens Hoelscher

Did you know that you could be executed for non-payment of debt
in England in the 1700s? Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604? While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions." She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system. This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases. Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book." And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated. Bankruptcy
judges and trustees are required to report suspected bankruptcy
212 crimes to a U.S. attorney. The decision to prosecute is
based on the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law. In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.
Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court. In both of these real life examples, DOJ
investigations led to convictions and jail time.
Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries. She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code. She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases. She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing. This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the New York office of Bryan
Cave LLP. Her practice is concentrated in business bankruptcy,
insolvency, and commercial litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


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