TCREUR_Public/130823.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, August 23, 2013, Vol. 14, No. 167

                            Headlines



B E L G I U M

TELENET NV: Fitch Affirms 'B+' Long-Term Issuer Default Rating


C R O A T I A

CROATIA AIRLINES: Accelerates Search for Buyer


F I N L A N D

METSA BOARD: S&P Hikes Corp. Credit Rating to 'B'; Outlook Stable


F R A N C E

PICARD BONDCO: S&P Lowers Rating on EUR300MM Senior Notes to 'B'


G E R M A N Y

ATU AUTO-TEILE-UNGER: Moody's Cuts CFR to Caa3; Outlook Negative
IVG IMMOBILIEN: Bonn Court Okays Self-Administration Application


I C E L A N D

* ICELAND: No Talks Yet with Creditors of Failed Banks


I R E L A N D

ANGLO IRISH: More Than 130 Art Pieces Put Up for Auction
TITAN EUROPE 2006-5: Fitch Cuts Rating on Class A3 Notes to 'CC'


K A Z A K H S T A N

KAZTEMIRTRANS JSC: Moody's Changes Outlook on Ba1 CFR to Positive


N E T H E R L A N D S

ELM BV: Moody's Lowers Ratings on EUR84MM SF CDO Notes to Caa2
EURO-GALAXY CLO: S&P Raises Rating on Class D Notes From 'BB+'
UCM RESITA: Privatization Authority to Take Over Debts


R U S S I A

RUSSIAN STANDARD: Moody's Rates US$200MM Subordinated Notes 'B2'


S P A I N

CAVENDISH SQUARE: Fitch Affirms 'B' Rating on Class C Notes


U N I T E D   K I N G D O M

EDWARDS GROUP: Moody's Reviews 'B1' CFR for Possible Upgrade
MCCARTHY & STONE: Completes GBP518.9-Mil. Debt Restructuring
RAILCARE: Labor Politicians Call for Summit to Help Secure Future
RSM TENON: Tilly Rescues Business Via Pre-Pack Administration


X X X X X X X X

* BOOK REVIEW: The Phoenix Effect


                            *********


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B E L G I U M
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TELENET NV: Fitch Affirms 'B+' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Telenet NV's Long-term Issuer Default
Rating (IDR) of 'B+' its Short-term IDR of 'B'. The Outlook on
the Long-term IDR is Stable. The agency also affirmed the group's
senior secured rating at 'BB.' Fitch has assigned Recovery
Ratings of 'RR2' to the secured debt.

The ratings take into account strong operational metrics,
consistent revenue and cash flow growth and progressive telecoms
management. Concerns relate to the potential unbundling of
Belgium's cable networks and what advantage alternative network
operators might gain from this, along with the margin dilutive
effects of the company's mobile strategy.

The key constraint to the rating is the company's stated
financial policy which appears increasingly driven by the main
shareholder -- including a leverage target and commitment to
shareholder distributions which are inconsistent with a higher
rating than 'B+'.

Key Rating Drivers

Financial Policy Constraining Rating

Telenet N.V.'s ratings are constrained by the group's publically
stated financial policy of managing net leverage (effectively its
bank debt and secured notes) towards the higher end of a 3.5x to
4.5x range. When operating leases and liabilities related to
mobile spectrum (which combined amounted to EUR469.5 million at
end-2012) the ratio is expected to be kept close to a 5.0x
threshold.

Strong Fundamentals

Telenet has consistently generated strong results - both
operationally and financially. An incumbent position in the TV
market, where cable continues to dominate as the platform of
choice for the majority of TV households, has positioned it well
to sell-through its high-speed broadband and telephony product.
Multi-play penetration is high (at 73% Q213), supporting one of
the highest average revenue per user (ARPU) and revenue growth
performances in the sector - with Telenet viewed as among the
strongest in the peer group.

Standalone Rating

The standalone approach taken by Fitch in rating the company
reflects the non-recourse nature of Telenet's debt to its
majority shareholder, Liberty Global Plc. and the wider Liberty
Global cable portfolio. Fitch nonetheless expects financial
policies to increasingly reflect a Liberty Global target range of
net total debt to EBITDA of 4.0x - 5.0x and that the metric is
likely to be managed towards the higher end of this range. A
significant number of departures at the most senior levels of
management since the start of 2013 raise further questions over
the ongoing autonomy of management.

Effective Incumbent Competitor

Telenet's TV penetration stands at 73% and is believed to command
in the region of 75%-80% TV market share within its franchise
area. Belgium incumbent, Belgacom, is nonetheless regarded as
having done an effective job in developing its own TV product
(reporting 26% TV market share at Q113) and multi-service
customer base.

Regulatory Risk

The Belgian regulator plans to impose cable unbundling which
would force the company to offer either TV (analog or digital) or
a bundled digital TV plus broadband, on wholesale terms. While
any regulatory imposition is likely to be inconvenient and could
prove detrimental, the exact nature and impact of any wholesale
regulation on Telenet is unclear at this stage Fitch does not
anticipate any material impact on Telenet's credit profile in the
near term.

Rating Senstivities

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Net funds from operations (FFO) leverage expected to
   consistently trend above 5.5x - to apply whether driven
   by weakened operational performance - at present considered
   less likely - or the maintenance of high/excessive
   distributions.

-- FFO fixed charge cover trending below 2.5x.

Positive: Future developments that may, individually or
collectively, lead to negative rating action include:

-- A firm commitment from both Telenet and Liberty Global that
   Telenet is committed to a more conservative leverage profile
   and distribution policy. This seems unlikely at present.

Instrument ratings are affirmed as follows:

  Telenet N.V. senior secured bank facility: 'BB'/'RR2'

  Telenet Finance Luxembourg S.C.A. EUR500m due 2020: 'BB'/'RR2'

  Telenet Finance Luxembourg II S.A. EUR100m due 2016: 'BB'/'RR2'

  Telenet Finance III Luxembourg S.C.A. EUR300m due 2021:
  'BB'/'RR2'

  Telenet Finance IV Luxembourg S.C.A. EUR400m due 2021:
  'BB'/'RR2'

  Telenet Finance V Luxembourg S.C.A. EUR450m due 2022:
  'BB'/'RR2'



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C R O A T I A
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CROATIA AIRLINES: Accelerates Search for Buyer
----------------------------------------------
Jasmina Kuzmanovic at Bloomberg News reports that Croatia is
accelerating its search for a buyer for Croatia Airlines d.d.,
the flag carrier of the European Union's newest member, as
airlines in the region attract interest from Asia as a gateway
into Europe.

Transport Minister Sinisa Hajdas Doncic said on Wednesday that he
will travel to Jakarta on Aug. 24 to meet with representatives of
PT Garuda Indonesia after the state-controlled airline expressed
interest in the Croatian carrier, Bloomberg relates.

"The best option for Croatia Airlines would be to find a partner
from the Far East, though we wouldn't want to exclude any
bidder," Bloomberg quotes Mr. Doncic as saying.  "Our ultimate
aim is to sell the whole company."  Mr. Doncic, as cited by
Bloomberg, said that partners from outside the EU may only
acquire as much as a 49% stake.

Airlines in Eastern Europe have attracted suitors including
Etihad Airways PJSC, which bought a stake in Serbia's largest
carrier, and Korean Air Lines Co., which acquired a 44% stake in
Ceske Aerolinie AS, the Czech flag carrier, Bloomberg discloses.

According to Bloomberg, Mr. Doncic said that the value of Croatia
Airlines, which made a net loss of HRK475 million (US$84 million)
in 2012, is estimated at as much as HRK350 million.  He said that
the buyer may either purchase new shares or invest in government
stock, Bloomberg relates.  A tender for expression of interest
may be published in October, Bloomberg notes.

As reported by the Troubled Company Reporter-Europe on May 20,
2013, ATWOnline related that Mr. Doncic said the carrier would go
bankrupt if the restructuring plan is not put into action.
According to ATWOnline, local newspapers reported that unions
said the restructuring measures include plans to cut around 200
employees and salaries to 40%.

Croatia Airlines d.d. is the national airline and flag carrier of
the Republic of Croatia.



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F I N L A N D
=============


METSA BOARD: S&P Hikes Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had raised its
long-term corporate credit rating on Finland-based forest
products group Metsa Board Corp. to 'B' from 'B-'.  The outlook
is stable. At the same time, S&P affirmed the 'B' short-term
corporate credit rating on Metsa Board.

"The upgrade reflects our view of a sustainable improvement in
the group's financial risk profile, stemming from successful
restructuring and lower debt levels.  We consider Metsa Board's
transformation from a large, unprofitable forest products group
into a smaller but more profitable company primarily focused on
paperboard to be positive.  This has led to what we view as a
sustainable improvement in operational performance and has
resulted in lower debt.  As a consequence, we have revised our
assessment of the group's financial risk profile to "aggressive"
from "highly leveraged".  We still consider Metsa Board's
business risk profile to be "weak", although we could revise this
assessment to "fair" if the group's paper operations were to
stabilize while paperboard operations continued to improve over
time," S&P said.

The long-term rating on Metsa Board reflects S&P's assessment of
the company's business risk profile as "weak", due to its
exposure to the inherently volatile forest products industry and
historical below-average operating efficiency, which has created
a need for substantial restructuring charges.  These factors are
partly offset by a change in strategy that focuses on less
cyclical paperboard, Metsa Board's large market shares in
European paperboard, and backward integration to key raw
materials, such as pulp and energy.

The rating also reflects Metsa Board's "aggressive" financial
risk profile.  Although Metsa Board's credit metrics fall into
that category, S&P forecasts that they could further improve in
the coming years, thanks to stable paperboard operations and
rather low investment levels.

The financial risk profile also takes into account S&P's view of
a supportive long-term majority owner, the Metsaliito
Cooperative, which S&P assess as having a stronger credit profile
than that of Metsa Board.  Based on historic support and current
financial standing, S&P thinks that the Metsa Group has the
capacity and willingness to provide some support to Metsa Board
if funding were needed in an unforeseen liquidity crisis.

The stable outlook reflects S&P's view that Metsa Board's
paperboard operations will continue to support group performance
and partly offset continued weak performance in its graphic paper
operations.  S&P expects Metsa Board to maintain a ratio of
adjusted FFO to debt of at least 12% at the current rating level.

S&P would consider a positive rating action if Metsa Board's
operating performance and credit metrics further improved in
2013-2014.  S&P considers a sustained and stabilized EBITDA
margin of above 10% as commensurate with a higher rating,
providing that credit metrics continue to improve to a level
where adjusted FFO to debt would be at least 15%.  A proactive
and prudent refinancing of the EUR150 million bridge loan
maturing in June 2014 would be supportive of a higher rating.

S&P could take a negative rating action if it saw that Metsa
Board's financial policy was becoming more aggressive, for
example by not proactively managing the refinancing in June 2014
or engaging in extensive debt-financed expansions or high
shareholder payouts, although S&P sees the latter scenario as
unlikely at the moment.  Downside pressure on the ratings could
also materialize if operational performance deteriorated during
2013, for example due to lower-than-expected capacity utilization
in the paperboard segment, unforeseen cost inflation, adverse
currency movements, or a deterioration in selling prices.



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F R A N C E
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PICARD BONDCO: S&P Lowers Rating on EUR300MM Senior Notes to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered the
issue rating on the EUR300 million senior notes issued by Picard
Bondco S.A. to 'B' from 'B+'.  At the same time, S&P removed the
rating from CreditWatch, where it placed it with negative
implications on July 24, 2013.  S&P also lowered the recovery
rating on these notes to '5' from '4', indicating its expectation
of modest (10%-30%) recovery prospects in the event of a default.

"On July 24, 2013, we said that we intended to revise the
recovery rating on Picard's existing senior notes due 2018 to '5'
from '4' upon the group's successful placement of the EUR480
million senior secured notes due in 2019.  This action reflects
our expectation of lower recovery prospects for the senior
bondholders following the issuance of the secured notes.  This is
because we forecast that, at our simulated point of default, a
larger amount of secured debt will rank ahead of the EUR300
million senior notes now that Picard has replaced its previous
amortizing term loan A with a bullet debt facility using the
proceeds of the recently issued secured notes," S&P said.

At the same time, S&P affirmed the recovery rating of '2' and
issue rating of 'BB-' on the EUR480 million secured notes
recently issued by Picard Groupe S.A.S. Our 'B-' issue rating and
'6' recovery rating on Picard's payment-in-kind (PIK) notes are
unchanged.



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


ATU AUTO-TEILE-UNGER: Moody's Cuts CFR to Caa3; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of A.T.U. Auto-Teile-Unger Investment GmbH & Co. KG to
Caa3 from Caa2 and the probability of default rating to Caa3-PD
from Caa2-PD; the rating of the issuer's EUR143 million senior
subordinated floating rate notes has been changed to Ca from
Caa3. At the same time, Moody's has downgraded the rating of the
EUR375 million senior secured notes as well as the EUR75 million
senior secured floating rate notes issued by A.T.U. Auto-Teile-
Unger Handels GmbH & Co. KG to Caa2 from Caa1. The outlook
remains negative.

The following ratings are affected:

Downgrades:

Issuer: A.T.U. Auto-Teile-Unger Invtmt GmbH & Co. KG

  Probability of Default Rating, Downgraded to Caa3-PD from
  Caa2-PD

  Corporate Family Rating, Downgraded to Caa3 from Caa2

  EUR150M Senior Subordinated Regular Bond/Debenture Oct 1, 2014,
  Downgraded to Ca from Caa3

  EUR150M Senior Subordinated Regular Bond/Debenture Oct 1, 2014,
  Downgraded to a range of LGD5, 87 % from a range of LGD5, 86 %

Issuer: ATU Auto-Teile-Unger Handels GmbH & Co. KG

  EUR75M Senior Secured Regular Bond/Debenture May 15, 2014,
  Downgraded to Caa2 from Caa1

  EUR75M Senior Secured Regular Bond/Debenture May 15, 2014,
  Downgraded to a range of LGD3, 37 % from a range of LGD3, 36 %

  EUR375M 11% Senior Secured Regular Bond/Debenture May 15, 2014,
  Downgraded to Caa2 from Caa1

  EUR375M 11% Senior Secured Regular Bond/Debenture May 15, 2014,
  Downgraded to a range of LGD3, 37 % from a range of LGD3, 36 %

Outlook Actions:

Issuer: A.T.U. Auto-Teile-Unger Invtmt GmbH & Co. KG

  Outlook, Remains Negative

Issuer: ATU Auto-Teile-Unger Handels GmbH & Co. KG

  Outlook, Remains Negative

Ratings Rationale:

"The rating action has been triggered by the assessment that
ATU's capital structure is not sustainable anymore driven by the
continued decline of the group's operating performance during the
first six months of 2013, the ongoing cash burn resulting in a
tightened liquidity position, reduced covenant headroom under the
group's revolving credit facility as well as by the reduced
timeframe to solve the question how to refinance the outstanding
bonds totaling EUR593 million, falling due between May and
October 2014." says Oliver Giani, lead analyst at Moody's for
ATU.

Despite of numerous restructuring measures taken -- personnel and
other expenses have been reduced by EUR31 million year-over-year
-- ATU's EBITDA fell by more than 40% to EUR61.9 million in
fiscal year 2012/13 ending in June 2013. ATU is exposed to a very
high interest burden of around EUR 66 million per year. This is a
result of the high debt load of more than EUR610 million (as
reported, before Moody's debt adjustment for operating leases),
which even increased further by more than EUR30 million during FY
2012/13 reflecting the ongoing cash burn and seasonal swings of
the business. The company's profitability and cash flow
generation ability can be negatively influenced by unfavorable
weather conditions such as a mild winter or an extended winter
season as seen in 2013. Combined with its weak capital structure
this makes ATU highly vulnerable. Including Moody's adjustments,
ATU's leverage based on the preliminary financial results per
June 2013 was estimated to be at a very high level of 11.2x.

However, according to ATU's latest quarterly reporting the
group's operating result is improving reflecting various measures
taken and positive effects improving the margin. Moody's notes
that a turnaround in EBITDA is key in order to avoid a covenant
breach under ATU's loan documentation.

ATU claims that efforts to establish a long-term refinancing
concept are in an advanced stage. Given the unsustainable capital
structure Moody's believes that there is a high likelihood of a
transaction to refinance upcoming debt maturities that could
qualify for a distressed exchange. Management now expects to be
able to present a long-term viable concept by end of October at
the latest.

Liquidity has weakened significantly due to the poor performance
during H1 / 2013. As of June, ATU's main source of liquidity was
a cash position of EUR15.5 million. The company's EUR45 million
super-senior revolving credit facility ("RCF") maturing in March
2014, was fully drawn. Moody's notes that drawings under this
facility are dependent on a minimum EBITDA covenant, headroom
under which reduced to a minimum given the decline in operating
performance. In addition, the need to build up working capital to
be prepared for the winter season will require substantial
additional liquidity.

The negative outlook reflects Moody's ongoing concerns about
ATU's ability to secure a long-term financing structure ahead of
final maturity. It also mirrors the increased risk that the
group's lenders may be required to participate in a potential
restructuring, which could qualify as a distressed exchange.

Any indication, that the refinancing cannot be achieved before
final maturity, or the company plans to engage in a distressed
exchange, would put further pressure on the ratings. Downward
pressure would also intensify if the group's restructuring
efforts prove to be insufficient to maintain an appropriate
earnings level and the leverage would continue to increase.

Moody's would revise the outlook to stable if ATU is able to
timely and sustainably refinance its upcoming debt maturities,
and avoid any further deterioration in its leverage ratio and
liquidity profile. The rating could be upgraded in case of a
reduction in the overall debt level leading to a more sustainable
capital structure.

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.

Based in Weiden, Germany, ATU is Germany's leading operator of
brand-independent car workshops with integrated specialist auto
retail stores. As of June 2013, ATU operated a network of 646
branches, 598 of which are located in Germany, others in Austria,
the Czech Republic, the Netherlands, Switzerland and Italy. In
fiscal year 2012/13, ATU generated EUR1.16 billion revenues
through its 10,879 employees. The vast majority of sales (around
80%) are generated in the vehicle workshops through servicing and
repairs, with the remaining approximately 20% generated through
the sale of auto parts and accessories in stores and online. ATU
is owned by private equity firm KKR and management.


IVG IMMOBILIEN: Bonn Court Okays Self-Administration Application
----------------------------------------------------------------
Property Magazine reports that the Local Court Bonn yesterday
approved the application of IVG Immobilien AG for the opening of
protective shield proceedings on self-administration according to
applicable German law, Sec. 270b InsO.

Horst Piepenburg, German Attorney-at-Law and an expert in
restructuring based in Dusseldorf, has been appointed as
preliminary trustee for IVG Immobilien AG, Property Magazine
relates.

Several weeks of negotiations with various creditor groups did
not bear fruit, Property Magazine discloses.  As IVG has not
managed to achieve a comprehensive concept for its restructuring,
the board of directors has applied for creditor protection at the
local court of Bonn, Property Magazine notes.  According to
Property Magazine, under the so called Schutzschirmverfahren
(protective umbrella procedure), the company has the possibility
to restructure itself under the supervision by a court-appointed
trustee, not unlike chapter 11 in the US.

The IVG shares were shortly suspended from trading in the
afternoon hours, Property Magazine recounts.

IVG Immobilien is a real estate company based in Bonn, Germany.



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I C E L A N D
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* ICELAND: No Talks Yet with Creditors of Failed Banks
------------------------------------------------------
According to Bloomberg News' Omar R. Valdimarsson, magazine
Kjarninn, citing Premier Sigmundur David Gunnlaugsson, reports
that Iceland hasn't held talks with the creditors of the
country's failed banks on financing the new government's pledge
to cut household debt.

Kjarninn relates that Mr. Gunnlaugsson said creditors must
suggest solutions.  Bloomberg notes that he "hopes" for creditor
offer "soon".

Mr. Gunnlaugsson was voted into power in April on promises of
debt relief and tax cuts, Bloomberg recounts.  To finance his
pledges and ease pressure on Iceland's currency, Mr. Gunnlaugsson
has signaled he will ask for writedowns on about US$3.6 billion
in krona-denominated claims held by the creditors of Glitnir Bank
hf, Kaupthing Bank hf and Landsbanki Islands hf, Bloomberg
relates.



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I R E L A N D
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ANGLO IRISH: More Than 130 Art Pieces Put Up for Auction
--------------------------------------------------------
Press Association reports that more than 130 pieces of art from
the corridors and offices of the bailed-out Anglo Irish Bank are
going under the hammer.

The rogue lender's corporate art collection is expected to raise
just EUR200,000 when auctioned next month on the orders of the
bank's liquidators KPMG, Press Association discloses.

The bank, which was renamed the Irish Bank Resolution Corporation
(IBRC), is expected to eventually cost the taxpayer EUR30
billion, Press Association notes.

According to Press Association, auctioneer James O'Halloran, of
Adams in Dublin, said the collection includes superb oil
paintings by some of Ireland's best-known contemporary artists
including Louis le Brocquy, Martin Gale, Felim Egan and Stephen
McKenna.

Watercolors, prints, sculptures, photographs and street scenes
are also among the lots, valued from EUR50 up to EUR12,000, Press
Association states.

The IBRC was placed into liquidation by Minister for Finance
Michael Noonan in February, Press Association recounts.

Mr. O'Halloran, as cited by Press Association, said its art was
bought to simply decorate offices, unlike collections at AIB and
Bank of Ireland which were investments worth millions of euros.

                       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.


TITAN EUROPE 2006-5: Fitch Cuts Rating on Class A3 Notes to 'CC'
----------------------------------------------------------------
Fitch Ratings has downgraded Titan Europe 2006-5 plc's classes A1
to A3 and affirmed all others classes; as follows:

EUR139.4m Class A1 (XS0277721618) downgraded to 'BBBsf' from
'AAsf'; Outlook Negative

EUR109.0m Class A2 (XS0277725361) downgraded to 'BBsf' from
'Asf'; Outlook Negative

EUR60.1m Class A3 (XS0277726500) downgraded to 'CCsf' from 'Bsf';
Recovery Estimate (RE) 10%

EUR55.1m Class B (XS0277728381) affirmed at 'CCsf'; RE 0%

EUR7.9m Class C (XS0277729439) affirmed at 'Dsf'; RE0%

EUR0.0m Class D (XS0277732144) affirmed at 'Dsf'; RE0%

EUR0.0m Class E (XS0277733548) affirmed at 'Dsf'; RE0%

EUR0.0m Class F (XS0277734199) affirmed at 'Dsf'; RE0%

Key Rating Drivers

The rating action is driven by the prolonged forced
administration of the EUR114.8 million Quartier 206 loan, a
process which began when the loan was transferred to special
servicing in April 2010. Loan interest payments have not been
made since the October 2011 interest payment date (IPD), leaving
the issuer to rely on the transaction's liquidity facility (LF)
to pay the borrower's fixed-rate interest obligations to the swap
counterparty. Uncertainty remains over when a resolution of the
administration process will be achieved, with a forced auction
sale being the most likely outcome.

At the current rate the LF could be exhausted towards the end of
2014; therefore, if the work out is not completed by this time,
the issuer would not have sufficient funds to meet swap
counterparty payments or interest payments due to noteholders.
Whilst Fitch expects the resolution to be finalized prior to that
date, the downgrade of the class A1 notes to 'BBBsf' reflects the
increased uncertainty around timely payment of interest.

Fitch still views the likelihood of full principal recoveries as
very high for the A1 class -- a view that is unchanged since the
agency's previous review. The credit quality of this class is
underpinned by the strength of the EUR160 million Hotel Adlon
loan, which provides the bulk of the anticipated investment grade
recoveries. The loan is secured by the five-star Hotel Adlon
Kempinski located in Berlin, which was valued at EUR242 million
in November 2011. The repayment of this loan would itself redeem
the entire A1 class, although the A2's would still require
substantial recoveries from the four other loans.

Fitch's expectation of recovery for the Quartier loan is lower
than the most recent publically available appraisal would suggest
(the collateral has been valued at EUR86 million in December-
2010). Beside a conservative take on the real estate, net
recoveries may also be affected by the aforementioned senior
ranking liquidity facility claims, and could be further reduced
by interest rate swap break costs if the asset is sold prior to
the loan's hedging expiry in 2016 (coterminous with the loan's
maturity). These expectations are reflected in the now
speculative grade rating of the A2 tranche and the distressed
rating of the A3 class which are also now deferring interest due
to senior ranking fees.

Material losses are also expected on the EUR20.4 million Carat
Park Shopping Centre loan, which is valued at EUR14.8 million as
at December 2012. The headline tenant, Edeka, has extended their
lease for 10 years, albeit on reduced rent and floor area, which
was seen as a positive development given the minimal vacant
possession value this asset benefits from. The sponsor, however,
has fallen into bankruptcy and it is expected that the borrower
will be dragged into these proceedings sometime in 2013, a
process that is likely to add uncertainty on final recoveries.

Titan Europe 2006-5 plc closed in December 2006 and was
originally the securitization of eight commercial loans
originated by Credit Suisse ('A'/Stable/'F1'). At the first IPD,
the EUR40.2 million Hotel Balneario Blancafort loan defaulted due
to non-payment of debt service and was subsequently repurchased
by the originator.

Rating Sensitivities

Delays in the Quartier work out beyond summer 2014 would likely
see further downgrades to the senior note classes.



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


KAZTEMIRTRANS JSC: Moody's Changes Outlook on Ba1 CFR to Positive
-----------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the Baa3 ratings of seven corporate government-related
issuers (GRIs) operating in the oil and gas sector, namely:
KazMunayGas NC JSC (KMG) and its subsidiaries Kazmunaigas
Exploration & Production (KMG EP), KazMunaiGaz Finance Sub B.V.,
JSC KazTransOil (KTO), JSC KazTransGas (KTG), Intergas Central
Asia (ICA), and Intergas Finance B.V. Moody's has also changed to
positive from stable the outlook on the Baa3 rating of the
country's railway transportation company JSC National Company
Kazakhstan Temir Zholy (KTZ), Kazakhstan Temir Zholy Finance
B.V., and on the Ba1 corporate family rating (CFR) and Ba1-PD
probability of default rating (PDR) ratings of its fully owned
subsidiary JSC Kaztemirtrans (KTT). Concurrently, Moody's
affirmed these ratings.

The outlook on the Baa3 ratings of JSC Kazatomprom and Kazakhstan
Electricity Grid Operating Company (KEGOC) remained unchanged at
stable.

The rating actions follow Moody's revision of the outlook for
Kazakhstan's sovereign ratings to positive from stable on August
16, 2013.

Ratings Rationale:

The action reflects Moody's view that the affected companies have
strong linkages with the government and would benefit from the
government's strengthening ability to provide support in the
event of financial distress. Moody's notes that one of the
factors positively affecting the government's rating, namely the
favorable GDP growth outlook for Kazakhstan, driven by enhanced
hydrocarbons production, is also likely to promote improvements
in the affected companies' business profiles.

The rating agency also believes that the government's financial
strength, driven by, inter alia, an increase in the National Oil
Fund's assets and a reduction of external debt, alleviates the
risk of government's interference and potentially excessive
demands on the GRIs' financial flexibility.

Rationale For Stable Outlook On Baa3 Ratings Of JSC Kazatomprom
And KEGOC

The outlook on the Baa3 ratings of JSC Kazatomprom remains stable
given the low correlation between the company's and the
government's ratings. The outlook on the Baa3 rating of
Kazakhstan Electricity Grid Operating Company (KEGOC) remains
stable primarily due to its relatively low baseline credit
assessment (BCA).

What Could Change The Ratings Up/Down

Given the high support assumption embedded in the ratings of
Kazmunaygas NC and its subsidiaries, as well as KTZ, the ratings
and outlook of these issuers are likely to move in line with the
sovereign rating, subject to other components of the ratings
remaining unchanged (such as BCAs, support and dependence
assumptions).

Moody's assumption of strong state support for KTT is based on
the rating agency's expectation that the state support would be
provided to KTT indirectly, i.e. by the company's parent, KTZ.
Nevertheless, given that KTT is an integral part of KTZ, its
ratings are likely to follow that of KTZ, provided there are no
material changes in KTT's ownership structure and its role within
the KTZ group.

A reduction in Moody's assessment of government support for the
companies, or a weakening of their BCAs, could trigger downward
pressure on their ratings.

The principal methodology used in rating KazMunayGas NC JSC and
KazMunaiGaz Finance Sub B.V. was Global Integrated Oil & Gas
Industry published in November 2009. The principal methodology
used in rating Kazmunaigas Exploration & Production was Global
Independent Exploration and Production Industry published in
December 2011. The principal methodology used in rating JSC
KazTransOil was Global Midstream Energy published in December
2010. The principal methodology used in rating JSC KazTransGas ,
Intergas Central Asia, and Intergas Finance B.V. was Natural Gas
Pipelines published in November 2012. The principal methodology
used in rating Kazakhstan Temir Zholy (KTZ), Kazakhstan Temir
Zholy Finance B.V., and Kaztemirtrans, JSC was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include the Government-Related Issuers:
Methodology Update published in July 2010.

Headquartered in Astana, Kazakhstan, KMG is Kazakhstan's national
oil and gas company. KMG is fully owned by the Sovereign Wealth
Fund Samruk-Kazyna and is mandated by the state to protect its
interests in the oil & gas sector. In 2012, KMG reported revenue
of approximately US$19.8 billion and EBITDA of US$6.6 billion.

KMG EP is 65% owned by KMG. It is Kazakhstan's second-largest
oil-producing company, headquartered in Astana. The company
operates two major producing assets, Uzenmunaigas and
Embamunaigas. In addition, KMG EP holds a 50% stake in both JV
Kazgermunai LLP and CITIC Canada Petroleum Limited's main asset,
Karazhanbasmunai, as well as a 33% stake in PetroKazakhstan Inc.
In 2012, KMG EP reported revenue of approximately US$5.3 billion
and EBITDA of US$2.6 billion.

KTO, a subsidiary of KMG, is a monopoly operator of the state oil
and water pipeline infrastructure in Kazakhstan. KTO accounts for
transportation of more than 60% of oil produced in Kazakhstan. In
2012, KTO reported revenue of approximately US$959 million, and
EBITDA of US$478 million. Following an IPO held in December 2012,
10% of KTO is in free float at the Kazakhstan Stock Exchange
(KASE).

KTG, a 100% subsidiary of KMG, is a holding company mainly
engaged in the transportation, sale, exploration and production
of natural gas within Kazakhstan. Via its main subsidiary ICA,
KTG exports Central Asian gas to OJSC Gazprom (Gazprom, Baa1
stable) and ultimately to Europe and maintains transit of Russian
gas via Orenburg-Novopskov pipeline on its Kazakhstan sector. In
2012, KTG reported revenue of approximately US$1.75 billion,
EBITDA of US$455 million and negative free cash flow (FCF) of
US$231 million.

ICA is the main gas transmission company in Kazakhstan and
operates a network of high pressure gas pipelines in the country.
ICA is wholly owned by KTG, it is a natural monopoly and has
political significance beyond its domestic importance because it
fully controls the transit of Central Asian gas to Gazprom and,
ultimately, to Europe. In 2012, ICA reported revenue of
approximately US$656 million and EBITDA of US$262 million.

Headquartered in Astana, Kazakhstan, KTZ is the 100% state-
controlled vertically integrated rail group operating the
national rail network of the Republic of Kazakhstan. The sole
shareholder of KTZ is the state, represented by JSC National
Welfare Fund SamrukKazyna. KTZ is the monopoly provider of rail
infrastructure services and has the leading position in the
railway transportation market in Kazakhstan, with 155,131
employees in 2012. In 2012, the group generated revenue of around
$5.3 billion, 86% of which was provided by freight transportation
services.

Headquartered in Astana, KTT is a 100% owned subsidiary of KTZ,
which is, in turn, the 100% state-controlled vertically
integrated rail group operating the national rail network of the
Republic of Kazakhstan. KTT is the owner and operator of the
largest freight railcar fleet in Kazakhstan. KTZ intends to
transfer the national freight carrier function to KTT by 2014. As
part of the people's IPO initiative, the state, via KTZ, may
privatize a 5%-10% stake in KTT in 2014. However, it expects to
retain a controlling stake in the company in the longer term. KTT
continues to benefit from state support as the company forms an
integral part of the KTZ group.

Headquartered in Astana, Kazakhstan, KEGOC is the 100% state-
controlled regulated natural monopoly business, which owns and
operates the national electricity transmission grid of the
Republic of Kazakhstan. KEGOC's 2012 revenues amounted to KZT65.9
billion (US$448.4 million).



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


ELM BV: Moody's Lowers Ratings on EUR84MM SF CDO Notes to Caa2
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following notes issued by ELM B.V.:

EUR84,000,000 Series 41 Floating Rate Credit Linked Secured Notes
due 2056, Downgraded to Caa2 (sf); previously on Sep 16, 2011
Downgraded to B1 (sf)

This transaction is a synthetic CDO referencing a portfolio of
European ABS assets.

Ratings Rationale:

Moody's explained that the rating action taken is the result of
credit deterioration of the reference portfolio. The rated
tranche is a first loss piece whose credit quality is directly
influenced by that of the lowest rated asset in the reference
pool. Over the last year, two assets were downgraded to Caa2
(sf). According to Moody's approximately 11.39% of the reference
assets are rated in the Ba category compared to 0.34% in
September 2011 at the previous rating action. Approximately 31%
of the assets are domiciled in Greece, Ireland, Italy, Portugal
and Spain, countries that have been affected by the sovereign
credit crisis.

In the process of determining the final rating, Moody's took into
account the result of a sensitivity analysis where the lowest
rated assets with the shortest weighted average lives were
excluded in order to measure the portfolio credit quality of the
remaining assets. The corresponding model output is consistent
with the rating assigned.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by uncertainties of credit
conditions in the general economy. SF CDO notes' performance may
also be impacted either positively or negatively by 1) the
calculation agent behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties:

Portfolio Amortization: Pace of amortization could vary
significantly subject to market conditions and this may have a
significant impact on the notes' ratings. Assets domiciled in
countries affected by the sovereign credit crisis may amortize
over a longer time horizon than Moody's model assumptions. In
addition well performing assets typically amortize earlier than
expected, increasing the concentration of poor credit quality
assets.

The principal methodology used in this rating was Moody's
Approach to Rating SF CDOs published in May 2012.

In rating this transaction, Moody's used CDOROM to model the cash
flows and determine the loss for each tranche. The Moody's
CDOROM(TM) is a Monte Carlo simulation which takes the Moody's
default probabilities as input. Each SF CDO reference asset is
modeled individually with a standard multi-factor model
incorporating intra- and inter-industry correlation. The
correlation structure is based on a Gaussian copula. In each
Monte Carlo scenario, defaults are simulated. Losses on the
portfolio are then derived, and allocated to the notes in reverse
order of priority to derive the loss on the notes issued by the
Issuer. By repeating this process and averaging over the number
of simulations, an estimate of the expected loss borne by the
notes is derived. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

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


EURO-GALAXY CLO: S&P Raises Rating on Class D Notes From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Euro-Galaxy CLO B.V.'s class B-1, B-2, C, and D notes.  At the
same time, S&P has affirmed its ratings on the class A-1, A-2,
and E notes.

The rating actions follows S&P's assessment of the transaction's
performance, using data from the July 11, 2013 trustee report.
S&P has taken into account recent developments in the transaction
and conducted its credit and cash flow analysis, applying its
relevant criteria.

S&P's analysis indicates that the available credit enhancement
for all of the rated notes has increased since it last reviewed
the transaction on Jan. 19, 2012.  In S&P's opinion, this is
mostly due to the class A-1 and A-2 notes partially amortizing.
Since S&P's 2012 review, EUR51.985 million of class A1 and A2
notes have amortized.  The transaction's weighted-average spread
has increased to 3.97% from 3.41%.  At the same time, the
transaction's weighted-average life has increased to 4.45 years
from 4.20 years.

In addition, S&P's analysis indicates positive rating migration
in the portfolio.  The proportion of assets that S&P considers to
be rated in the 'CCC' category (rated 'CCC+', 'CCC' or 'CCC-')
increased to 3.13%  from 2.78%.  The proportion of defaulted
assets (rated 'CC', 'C', 'SD', and 'D') has decreased to 1.23%
from 2.65%.

S&P has subjected the capital structure to a cash flow analysis
to determine the break-even default rate (BDR) for each rated
class. In S&P's analysis, it used the performing portfolio
balance, the current weighted-average spread, and the weighted-
average recovery rates that it considered to be appropriate.  S&P
incorporated various cash flow stress scenarios, using various
default patterns and levels for each liability rating category,
in conjunction with different interest rate stress scenarios.

"We have noted that assets located in Ireland (BBB+/Positive/A-
2), Italy (BBB/Negative/A-2), and Spain (BBB-/Negative/A-3)
comprise a substantial share of the portfolio (more than 10%).
We have therefore taken into account this additional sovereign
risk in our 'AAA' stresses by applying our nonsovereign ratings
criteria.  As a result of our credit and cash flow analysis,
together with our assessment of sovereign and foreign exchange
risks, we have affirmed our 'AA+ (sf)' ratings on the class A-1
and A-2 notes," S&P noted.

"Our credit and cash flow analysis indicates that the BDRs and
credit enhancement for the class B-1, B-2, C, and D notes are
commensurate with higher ratings than previously assigned.  We
have therefore raised our ratings on the class B-1, B-2, C, and D
notes," S&P said.

S&P's rating on the class E notes is constrained by the
application of the largest obligor test, a supplemental stress
test that S&P introduced in its 2009 cash flow collateralized
debt obligation criteria.  This test addresses event and model
risk that might be present in the transaction.  The results of
this supplemental test for the class E notes have not improved
since S&P's 2012 review.  S&P has therefore affirmed its 'B+
(sf)' rating on the class E notes.

From S&P's analysis, 13.7% of the portfolio comprises non-euro-
denominated assets, hedged via specific asset-swap agreements.
S&P's cash flow analysis also considered scenarios where the
currency swap counterparty does not perform and where, as a
result, the transaction is exposed to changes in currency rates.
Therefore, S&P has run additional foreign exchange stresses for
the class A-1, A-2, B-1, and B-2 notes in our credit and cash
flow analysis.

Euro-Galaxy CLO is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  It is managed by Pinebridge
Investments Europe Ltd.  The transaction's reinvestment period
ended in October 2012.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                 Rating
              To               From

Euro-Galaxy CLO B.V.
EUR412.775 Million Senior Secured Fixed- And Floating-Rate Notes

Ratings Raised

B-1           AA (sf)          AA- (sf)
B-2           AA (sf)          AA- (sf)
C             A (sf)           BBB+ (sf)
D             BBB (sf)         BB+ (sf)

Ratings Affirmed

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


UCM RESITA: Privatization Authority to Take Over Debts
------------------------------------------------------
Ioana Tudor at Ziarul Financiar reports that Romania's
privatization authority AAAS will take over the debts of UCM
Resita to tax authority ANAF and will cede a part of the
insolvent company's assets through dation in payment or sell its
operating assets.

UCM Resita is a Romanian engine manufacturer.



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


RUSSIAN STANDARD: Moody's Rates US$200MM Subordinated Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 (hyb) rating to
Russian Standard Bank's US$200 million 11.5% subordinated notes
due 2024 that are subject to contractual loss absorption upon the
breach of a predefined trigger and/or the start of the bank's
financial rehabilitation. The notes were issued under Russian
Standard Bank's US$2.5 billion program for the issuance of loan
participation notes.

This is the first time that Moody's has assigned a rating to a
Basel-III-compliant debt instrument issued by a Russian bank.

Ratings Rationale:

In line with Moody's "Global Banks" methodology, the assigned B2
(hyb) rating is positioned two notches below Russian Standard
Bank's ba3 baseline credit assessment (BCA). This approach is in
line with Moody's standard notching guidance for subordinated
debt with loss triggered at the point of non-viability such as
when the bank is subject to financial rehabilitation and/or upon
the breach of capital triggers set at or close to the point of
non-viability, both on a contractual basis.

Under the terms of the subordinated notes, their principal will
be written down (partially or in full) in the event that Russian
Standard Bank's core Tier 1 ratio falls below 2%, or if the
Central Bank of Russia together with the Deposit Insurance Agency
start the bank's financial rehabilitation (so-called 'sanatsiya'
procedure under Russian law). In case of a write-down event, the
accrued interest on the notes is cancelled (partially or in full,
depending on the write-down of the principal).

The principal methodology used in this rating was Global Banks
published in May 2013.

Headquartered in Moscow, Russia, Russian Standard Bank reported
total assets of RUB295 billion (US$9.7 billion) and net income of
RUB6.3 billion (US$207 million), according to audited IFRS at
year-end 2012.



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


CAVENDISH SQUARE: Fitch Affirms 'B' Rating on Class C Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Cavendish Square Funding 2 Limited's
notes, as follows:

Revolving Credit Facility: affirmed at 'Asf'; Outlook Stable
Class A1-N: affirmed at 'Asf'; Outlook Stable
Class A2: affirmed at 'BBB-sf'; Outlook Negative
Class B: affirmed at 'BBsf'; Outlook Negative
Class C: affirmed at 'Bsf'; Outlook Negative
Class P combination notes: affirmed at 'BBsf'; Outlook Negative

Key Rating Drivers

The affirmation reflects the notes' level of credit enhancement
relative to the portfolio's credit quality. The portfolio's
credit quality has improved since the previous review in
September 2012, with assets rated 'B-sf' or below representing
10% of the performing portfolio, down from 13%. The improvement
in credit quality is mainly due to the migration of some lowly
rated assets to default as the cumulative defaults increased to
EUR46.5 million from EUR30.3 million at the previous review.

All over-collateralization (OC) and interest coverage (IC) tests
as of the July 2013 investor report are passing with sizeable
cushions. The weighted average spread test is passing with a
cushion of 1bp against the required threshold while the weighted
average life test is failing at 6.0 years compared to a required
threshold of 3.24 years. The credit enhancement on the rated
notes has decreased -- on average by 2% -- since the previous
review due to the additional defaults. The transaction has
benefitted from significant par building by the collateral
manager with the portfolio par value at EUR469 million compared
to the current rated note balance of EUR382.4 million. The par
build up has offset the impact of defaults in the transaction
till date.

The transaction will exit its re-investment period in September
2013. The transaction documents allow the collateral manager to
re-invest unscheduled principal proceeds and sales proceeds from
credit improved and credit impaired assets beyond the re-
investment period subject to -- among other conditions -- the
ratings of senior notes not having been downgraded by at least
one sub-category from the initial ratings. Since the ratings of
the senior notes are two rating categories below their initial
ratings, the collateral manager cannot re-invest unscheduled
principal proceeds or sales proceeds from credit impaired and
credit improved assets beyond the re-investment period.

The underlying assets have yielded considerable principal
paydowns over the past year, which have been actively re-invested
by the collateral manager. Since the re-investment period ends on
the next payment date, the rated notes will start amortizing
rapidly if the principal paydowns follow a similar trend to that
of the past 12 months.

Fitch believes that a material risk for the transaction is that
the portfolio assets' maturity may extend beyond their reported
weighted-average expected life. The Negative Outlooks on the
class A2 to C notes reflect the extension risk of the portfolio
assets, which may prolong the risk horizon of the portfolio.

The two largest industry sectors in the portfolio are RMBS at
79.0% of the portfolio and CMBS at 13.3%. Additionally, the pool
mainly comprises Spanish and Italian assets, which account for
23.4% and 22.8% of the portfolio balance respectively. The total
portfolio exposure to assets of the eurozone periphery (Spain,
Italy, Portugal, and Greece) is 53.5% of the portfolio.

The rating of the class P combination notes reflect the ratings
of its component classes i.e. EUR14.8 million class B notes and
EUR4.4 million subordinated notes, total distributions to date
(which count towards reducing the rated balances) and future
distributions expected on each of the component classes. The
rated balance of the class P notes currently stands at EUR13.1
million.

Rating Sensitivities

Applying a 1.25x default rate multiplier to all assets in the
portfolio would not result in a downgrade of the rated notes from
the current rating levels.

Applying a 0.75x recovery rate multiplier to all assets in the
portfolio would not result in a downgrade of the rated notes from
the current rating levels.



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


EDWARDS GROUP: Moody's Reviews 'B1' CFR for Possible Upgrade
------------------------------------------------------------
Moody's Investors Service has placed the B1 corporate family
rating and B1-PD probability of default rating of Edwards Group
Limited under review for upgrade following the announcement that
Edwards has entered into a definitive agreement to be acquired by
Atlas Copco AB (rated A2, stable). Concurrently, the Ba1
revolving credit facility rating and B2 secured term loan rating
at Edwards (Cayman Island II) Limited are also placed under
review for upgrade.

Ratings Rationale:

On August 19, 2013, Edwards announced that it has entered into a
definitive agreement to be acquired by Atlas Copco AB (rated A2,
stable). The transaction values Edwards at up to US$1.6 billion
including drawn reported debt of GBP358 million as of June 30,
2013. The share offer price of US$9.25 initially in cash and an
additional up to US$1.25 per share subject to 2013 operating
performance are above the closing price of US$8.45 prior to the
transaction (August 16, 2013).

Moody's views the outlined transaction as positive for Edwards.
The new parent's financial flexibility, overlapping customer base
and complementary geographic footprint will support growth
opportunities. Although Edwards provides different products,
there is technological overlap between Atlas' compression and
Edwards' vacuum business that may also provide for manufacturing
efficiency improvements or research and development
collaborations. However, Edwards has already been proactive over
recent years in addressing its cost base through restructuring
efforts and improvements in its manufacturing footprint towards
lower cost locations, which may limit immediate cost-cutting
potential.

Moody's notes that the transaction will trigger the change of
control covenant of Edwards's senior secured facilities at
closing. While it currently remains uncertain whether Edwards's
debt will be repaid following closing of the transaction, Moody's
notes that the funding cost at the parent are considerably lower.

Edwards' shareholders are expected to vote on the transaction at
an extraordinary general meeting in October and it has been
unanimously approved by the board of directors while 84% of
shareholders, primarily representing CCMP Capital and Unitas
Capital, have entered into agreements to vote in favor of the
transaction subject to certain conditions. The companies expect
to close the transaction in the first quarter of 2014 subject to
amongst other regulatory clearance.

The ratings of Edwards could be upgraded by several notches if
and when the acquisition by Atlas Copco will be closed. Negative
pressure would build in case the transaction would fail, and if
Edwards' operating performance would be to weaken in 2013 with an
interest cover of below 2.5x (Moody's adjusted EBITA/interest
expense).

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

Edwards Group Limited, headquartered in Crawley / United Kingdom,
is a specialized manufacturer of highly engineered vacuum and
abatement systems to a wide range of customers in the
semiconductor, flat panel, solar PV, industrial, pharmaceutical,
chemical, scientific, process, glass coating and food packaging
industries. Edwards' products are also used for research and
development purposes and are often an important component of its
customers' production process. In 2012, Edwards generated
revenues of GBP595 million and company-adjusted EBITDA of GBP114
million.


MCCARTHY & STONE: Completes GBP518.9-Mil. Debt Restructuring
------------------------------------------------------------
Sandrine Bradley at Reuters reports that McCarthy & Stone
announced on Tuesday it has completed the restructuring of
GBP518.9 million (US$813.55 million) of debt, reducing the debt
burden of the company by GBP350 million.

As part of the transaction, a group of 24 institutional investors
in the company has injected GBP367 million into the business and
refinanced a further GBP160 million with a new five-year term
loan facility, Reuters discloses.

A core group of these investors comprising Goldman Sachs,
Anchorage, TPG and Alchemy Partners now own over 50% of the
business, Reuters notes.

"The cash injection is basically a rights issue to pay down
debt," Reuters quotes one source close to the negotiations as
saying.  "A significant amount of McCarthy & Stone's debt has
traded out of the hands of legacy lenders in the last couple of
months and left this final group of 24 investors including
distressed funds such as Oaktree."

McCarthy & Stone said the GBP527 million raised will be used to
pay down its outstanding debt, which comprises GBP510.3 million
in loans and an GBP8.6 million swap, as well as any further
transaction costs, Reuters relates.

In November last year, McCarthy & Stone appointed financial
advisor Moelis & Company to conduct a strategic review of the
business, which has been owned by its lenders following a 2009
debt for equity swap, Reuters recounts.  According to Thomson
Reuters LPC, that deal resulted in GBP200 million of mezzanine
loans being wiped out, leaving around 500 million pounds of
senior debt in place.  The restructuring was a result of the
homebuilder being unable to service its debt after the housing
market slump meant fewer elderly people were able to sell their
properties to move into care homes, Reuters says.

McCarthy & Stone is a UK retirement home developer.


RAILCARE: Labor Politicians Call for Summit to Help Secure Future
-----------------------------------------------------------------
Alan Jones at Press Association reports that labor politicians
have urged the UK government to hold a summit to help secure the
future of Railcare, which has gone into administration
threatening hundreds of job losses.

MPs and councilors from Glasgow and Milton Keynes, where the
company has sites, have written to Business Secretary Vince Cable
calling for talks, Press Association relates.

Around 150 skilled jobs have been axed after Railcare went into
administration earlier this month and unions fear hundreds more
will be lost unless action is taken to help the firm, Press
Association recounts.

"Ongoing uncertainty about the future of the firm risks further
destabilizing rescue plans and future orders.  It is essential
that the Government helps broker a successful resolution for the
firm, and provides stability for the workforce whilst
negotiations continue," Press Association quotes the letter as
saying.

"The future of Railcare is directly linked to the success of the
rail industry throughout the UK. These are highly skilled,
important engineering jobs that could be lost from the rail
industry with orders and future work going abroad."

Railcare is a rail engineering firm.


RSM TENON: Tilly Rescues Business Via Pre-Pack Administration
-------------------------------------------------------------
Alistair Osborne at The Telegraph reports that debt-laden
accountant RSM Tenon has wiped out its shareholders and left
Lloyds Banking Group facing chunky losses on its GBP80.4 million
debt after being rescued by rival accountancy Baker Tilly via a
pre-pack administration.

Tilly had made an "unsolicited" bid approach to the troubled RSM
last month, The Telegraph recounts.  But in a piece of
brinkmanship, Tilly hastened the collapse of RSM by pulling out
of the bid talks and forcing its target into administration, The
Telegraph notes.

According to The Telegraph, in a pre-pack deal, overseen by
administrators Deloitte, Tilly than snapped up RSM's main
"trading entities", ensuring that about 2,300 of RSM's staff
retained their jobs at the accountant's 35 offices.

RSM had warned on Friday that, even if Tilly agreed a bid for the
business, only "minimal value, if any" would accrue to
shareholders, The Telegraph recounts.

The Telegraph relates that on Wednesday it said the pre-pack sale
would "realize no value for the ordinary shares of the company",
while the terms of the agreement meant that "Lloyds will not
recover its secured debt in full".

Lloyds, which is 39% owned by the taxpayer, had earlier refused
to grant a "covenant waiver" to RSM over its GBP80.4 million
debts after Tilly pulled out of the takeover talks for the group,
The Telegraph discloses.

RSM, which styles itself as "a dynamic leading accountancy and
advisory firm" with both corporate and government clients, has
never recovered from January 2012's accounting mishap when it
overstated its own accounts, The Telegraph states.

The firm, which has since lost about 10,000 of the 50,000
customers it once had -- partly due to business disposals -- said
the accounting blunder had come to light after the arrival of a
new chief financial officer, Adrian Gardner, The Telegraph
relates.  The then chairman, Bob Morton, and chief executive
Andy Raynor left the company immediately, with Chris Merry
subsequently hired from outside to succeed Mr. Raynor, The
Telegraph recounts.  RSM plunged to a full-year loss that year of
GBP88.7 million, The Telegraph discloses.

Despite Mr. Merry's attempts to sort out the business, the latest
half-year figures showed it GBP10 million in the red and reeling
under more than GBP80 million of debts -- the legacy of past
acquisitions, including rival Bentley Jennison and assets from
Vantis, according to The Telegraph.

The sale covers RSM businesses, including RSM Tenon, RSM Tenon
Investment Solutions, RSM Tenon Financial Management, RSM
Corporate Transactions and RSM Tenon Corporate Finance, The
Telegraph says.



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


* BOOK REVIEW: The Phoenix Effect
---------------------------------
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt
Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them!
With a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.

Carter Pate and Harlan Platt highly value strong leadership able
to sharpen a company's focus and show the way to the future.
They believe that all too often, appropriate actions required to
improve organizations are overlooked because upper management
either isn't aware of the seriousness of the issues they face or
they don't know where to turn for accurate information to best
address their concerns. In the Phoenix Effect, the authors
present their ideas to "confront, comprehend, and conquer a
company's ills, big and small."

These ideas are grouped into nine steps: (i) Find out whether
the company needs a tune-up, a turnaround, or crisis management.
Locate the source of "the pain." (ii) Analyze the true scope of
the company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new
ones. (iii) Hold the company to its mission statement. If it
strives to be "the most environmentally friendly." Figure out
how. (iv) Manage scale. Should the company grow, stay the same
size, or shrink? (v) Determine debt obligations and work toward
debt relief. (vi) Get the most from the company's assets.
Eliminate superfluous assets and evaluate underused assets.
(vii) Get the most from the company's employees. Increase output
and lower workforce costs. (viii) Get the most from the
company's products. Turn out products that are developed and
marketed to fill actual, current customer needs. (ix) Produce
the product. Search for alternate ways to create the product:
owning or leasing facilities, outsourcing, etc.

The authors believe that "how you're doing is where you're
going." They assert that the "one fundamental source of life in
companies, as in people,.is the capacity for self-renewal, the
ability to excite your team for game after game. to go for broke
season after season." This ability can come from "(g)enetics,
charisma, sheer luck, stock options - all crucial, yes, but the
best renewal insurance is a leader who always knows exactly how
his or her company is doing."

There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather
than Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and clich,. Their message
is clear: your company's phoenix, too, can rise from its ashes.

* Carter Pate is a well known turnaround expert at
PricewaterhouseCoopers with more than 20 years experience
providing strategic consulting and implementation strategies.

* Harlan Platt is a professor of finance at Northeastern
University and author of the book Principles of Corporate
Renewal.


                            *********

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
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *