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

                           E U R O P E

          Wednesday, October 30, 2013, Vol. 14, No. 215

                            Headlines

C Y P R U S

CYPRUS: Int'l Creditors Begin Second Review of Bailout Program


F I N L A N D

STORA ENSO: Fitch Affirms 'BB-' IDR & 'BB-' Sr. Unsecured Rating
UPM-KYMMENE: Fitch Affirms 'BB' IDR & 'BB' Sr. Unsecured Rating


G E R M A N Y

DECO 10: Fitch Cuts Rating on EUR18.9MM Class D Notes to 'Csf'


F R A N C E

CLESTRA HAUSERMAN: Court Accepts Impala Group's Takeover Offer
YPSO FRANCE: Moody's Places 'B2' CFR Under Review for Upgrade


G E R M A N Y

BERENBERG BANK: Commences Liquidation of EUR152-Mil. Fund
KABEL DEUTSCHLAND: Moody's Raises Sr. Sec. Notes Rating From Ba2


G R E E C E

AGRICULTURAL BANK: Bank of Greece Put Unit Under Liquidation


I R E L A N D

BD HOTELS: Mulranny Park Hotel Enters Voluntary Liquidation
IRELAND: In Crunch Talks with IMF Over Precautionary Credit Line


I T A L Y

ITALCEMENTI SPA: S&P Affirms 'BB+/B' CCRs; Outlook Negative


K A Z A K H S T A N

ALLIANCE BANK: S&P Cuts Long-Term Counterparty Rating to 'CCC'
TEMIRBANK JSC: S&P Cuts Long-Term Counterparty Rating to 'B-'


L I T H U A N I A

HEARTS OF MIDLOTHIAN: Exit Affected by Delayed Bankruptcy Hrg


L U X E M B O U R G

CABOT FINANCIAL: Moody's Assigns B1 Rating to GBP1000MM Sec. Bond


N O R W A Y

BW GROUP: Moody's Puts 'Ba2' CFR Under Review for Downgrade


R U S S I A

RUSSIAN LIPETSK: Fitch Affirms 'BB' Long-term Currency Ratings


S P A I N

ISOFOTON SA: Judge Grants U.S. Bankruptcy Protection
NH HOTELES: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
NH HOTELES: Fitch Assigns 'B-' LT Issuer Default Rating


U K R A I N E

INTERPIPE LTD: Fitch Cuts Long-Term Issuer Default Rating to 'C'


U N I T E D   K I N G D O M

ALBURN REAL ESTATE: Moody's Cuts Rating on Class A Notes to 'C'
INEOS GROUP: Union Official Resigns Following Probe
LIVINGSTON FC: Averts Administration Following Cash Injection
MARLIN FINANCIAL: Moody's Assigns 'B2' CFR; Outlook Stable
SMARTSOURCE WATER: Goes Into Liquidation


                            *********


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C Y P R U S
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CYPRUS: Int'l Creditors Begin Second Review of Bailout Program
--------------------------------------------------------------
The Associated Press reports that international creditors have
begun their second review of Cyprus' bailout program to ensure
authorities are faithfully implementing its tough terms.

According to the AP, officials from Cyprus' eurozone partners and
the International Monetary Fund were set to meet Cyprus' finance
minister and central bank governor yesterday.

The review is expected to run through November 8, the AP says.
Teams of EU and IMF officials will scrutinize the restructuring
of Cyprus' gutted banking system, public finances and plans to
privatize government-owned enterprises, the AP discloses.

Cyprus in March received a EUR10 billion (US$13.78 billion) loan
to save it from bankruptcy on condition that uninsured depositors
in the country's two largest banks take huge losses on their
savings, the AP recounts.  Authorities also imposed capital
controls to prevent a run on the banks, the AP relays.

In a separate report, the AP relates that Cyprus' president says
he expects international creditors' latest review to approve the
country's handling of its bailout program.

According to the AP, Nicos Anastasiades said Monday that a second
assessment by the country's eurozone partners and the
International Monetary Fund will be "equally significant and
positive" as their initial one over the summer.



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F I N L A N D
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STORA ENSO: Fitch Affirms 'BB-' IDR & 'BB-' Sr. Unsecured Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Finland-based Stora Enso Oyj's Long-
term Issuer Default Rating (IDR) and senior unsecured rating at
'BB-'. The Outlook is Stable. The agency has also affirmed the
Short-term IDR at 'B'.

The ratings reflect the poor long term prospects in the paper
business. The company's strategy to diversify away from the
printing paper sector into new segments and geographies implies
that capex will remain high, penalizing cash generation and
keeping credit metrics under pressure. The rescheduling of the
Chinese new plant investment is easing this pressure and Fitch
expects leverage to remain at a level commensurate to the current
level of rating. This is reflected in the Stable Outlook.

Key Rating Drivers:

Outlook Remains Difficult

Paper demand has remained weak so far in 2013 with long-term
structural decline exacerbated by poor economic conditions in
Europe. Prices are also weak and despite some increase in Q313
are still lower than the average of last year. Stora Enso is
responding by shutting down excess capacity, but this has not
been enough to restore decent profitability in the paper
division.

Weak Trading Conditions

In 9M13 Stora Enso reported a slight decline in revenue, after a
10% decline in sales of paper was partially offset by an increase
in building materials sales, with other segments (biomaterials
and packaging) basically remaining flat. EBITDA declined 1%, with
the margin in the paper division collapsing by more than 40% as a
consequence of weak prices. The decline was offset by EBITDA
growth in all other segments. Paper producers recently announced
they are looking for price increases in 2014, but given the
depressed level of demand we do not expect prices to improve by
more than the low single-digits.

Diversification Strategy:

Stora Enso's strategy of diversifying its business into
businesses with more attractive margins (ie packaging) and growth
markets (China and Pakistan) will require large investments. The
rescheduling of the investment in the new plant in China will
reduce materially expected capex for 2014 and 2015 vs. Fitch's
previous assumptions, thus easing pressure on leverage. However,
Fitch expects capital expenditure to remain high for the next two
to three years, compared with past trends.

Leverage Still High:

FFO leverage, adjusted to include the share of debt in joint
ventures, jumped to 5.4x and 3.8x on a gross and net basis
respectively in 2012 from 4.8x and 3.7x in 2011. Gross leverage
reflected Stora Enso's conservative liquidity policy, as the
group increased its cash to EUR1.8 billion in 2012 from EUR1.1
billion in 2011.Following expected reduction in capex for the
next two years, Fitch believes leverage will slightly improve in
the next 24 months and that credit metrics will have more
headroom under the current ratings. Fitch expects FFO leverage to
remain above 4.0x on a gross basis and around 3.6x on a net
basis, a level compatible with the current ratings.

Increasing Cash:

Stora Enso's liquidity is healthy, backed by available cash of
EUR2.1 billion at end-September 2013 and by an undrawn revolving
credit facility of EUR700 million, maturing in 2015. In addition,
the group can count on a further EUR600 million of available
credit lines, mainly from Finnish pension funds. Maturities in
the following 12 months amount to EUR1.3 billion (EUR661 million
short-term lines and EUR602 million maturities of log-term debt).

Rating Sensitivities:

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

   -- Improved trading conditions and operating performance,
      leading to an improvement of credit metrics, in particular,
      with FFO adjusted gross leverage falling below 4.0x on a
      sustained basis

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

   -- An increase in leverage with FFO adjusted leverage
      remaining above 5.0x on a sustained basis

   -- A deterioration in profitability, with recurring EBIT
      margin remaining below 5% through the cycle.


UPM-KYMMENE: Fitch Affirms 'BB' IDR & 'BB' Sr. Unsecured Rating
---------------------------------------------------------------
Fitch Ratings has affirmed UPM-Kymmene Oyj's (UPM) Long-term
Issuer Default Rating (IDR) and senior unsecured rating at 'BB'.
The Short-Term IDR has also been affirmed at 'B'. The Outlook on
the Long-term IDR is Stable.

The ratings reflect the paper company's solid cash generation
that is offset by higher capex and potential acquisitions.
Despite the pressure of current weak market conditions on its
credit metrics in 2013, UPM's strong cash generation has allowed
it to maintain leverage at a level in line with the current
ratings. The agency assumes cash generation to improve in 2014
and 2015, due to cost cutting and new initiatives, but increased
capex and possible new acquisitions could limit deleveraging with
funds from operations (FFO) gross leverage remaining above 3.0x
in the next 18-24 months.

Key Rating Drivers:

Weak Trading Conditions
9M13 results were impacted by persisting weak demand for paper in
Europe, with both volume and prices declining vs. last year. As a
result UPM 9M13 revenue dropped 4% and EBITDA by 14%. The short
term outlook remains challenging and Fitch expects demand to
remain weak also in Q413.

Reducing Overcapacity:

In 2013 UPM, along with other major paper producers, has been
cutting production capacity in publishing paper to reduce
overcapacity in the industry and sustain price recovery. Prices
have slightly rebounded from the low levels of H212 but are still
lower than the average of the last year. Producers are expecting
price hikes from 2014, but we believe any increases are unlikely
to be sustainable in the current weak operating environment.

M&A Risk:

The current ratings reflects potential risk associated with the
consolidation process in the publishing paper industry leading to
further significant acquisitions by UPM, given its intention to
reinforce its leadership in the sector. The disposal of non-core
assets materially helped deleveraging in 2012, and could
partially fund investment expenditure in the future. However,
Fitch believes that proceeds from the assets that are currently
available for sale (mainly non-core sawmills) should be
significantly lower.

Cash Generation Still Solid:

Despite the weak economic environment cash generation remains
solid. FFO remained above EUR1.1bn in 2012 and Fitch expects it
to be close to EUR1 billion in 2013. The expected increase in
capex, due to growth projects in China and in the bio-refinery
segment could add further pressure on credit metrics, but Fitch
expects FFO gross leverage to remain between 3.0x and 3.5x in the
next two years, a level commensurate with the current rating
level.

Liquidity Remains Healthy:

UPM maintains a solid liquidity position, backed by EUR468
million cash and EUR1.4 billion in committed facilities maturing
between 2014 and 2017. Debt maturities in 2013 amount to EUR251
million.

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

   -- Improved trading conditions leading to deleveraging, with
      FFO gross leverage falling below 2.5x

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

   -- An increase in leverage, due to either deterioration in
      operating performance or debt-financed acquisitions, with
      FFO adjusted gross leverage rising above 4.0x.

   -- A deterioration in profitability, with recurring EBIT
      margin remaining below 6% through the cycle (5.1% in 2012).


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G E R M A N Y
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DECO 10: Fitch Cuts Rating on EUR18.9MM Class D Notes to 'Csf'
--------------------------------------------------------------
Fitch Ratings has affirmed DECO 10-Pan Europe 4 p.l.c's class A1
notes and downgraded the others, as follows:

  EUR73.4m class A1 (XS0276266888) affirmed at 'AAAsf'; Outlook
  Stable

  EUR276.8m class A2 (XS0276271375) downgraded to 'BBsf' from
  'BBBsf'; Outlook Negative

  EUR31.9m class B (XS0276272001) downgraded to 'B-sf' from
  'BBsf'; Outlook Negative

  EUR31.9m class C (XS0276273074) downgraded to 'CCsf' from
  'Bsf'; Recovery Estimate (RE) 0%

  EUR18.9m class D (XS0276273660) downgraded to 'Csf' from
'CCCsf'; RE0%

Key Rating Drivers

The affirmation of the class A1 notes is driven by the improved
performance of the Dresdner Office portfolio, which, given the
size of the loan (EUR82.9 million, 18.5% of the pool balance as
of July 2013) and the fully sequential principal pay down
structure, provides substantial protection to investors in this
thin class of notes. The downgrade of the class A2 to D notes and
Negative Outlooks reflect the weakening performance of three
defaulted loans: Emmen Wohncenter (CHF141.0 million, swapped at
EUR88.8 million; 19.8%), Swisscom (CHF74.6 million, swapped at
EUR46.9 million; 10.5%) and Treveria II (EUR98.7 million, 22%).

Dresdner Office is a 50% pari-passu syndicated loan
participation, with the other half securitized in DECO 9 Pan-
Europe 3 plc. The loan is secured over a portfolio of 145 offices
throughout Germany that was originally subject to a sale-and-
leaseback with Dresdner Bank and now 82% occupied by its
successor, Commerzbank (A+/Stable/F1+). At its original maturity
date in January 2013, the loan was extended by one year under the
condition of achieving disposal target. Since Fitch's last rating
action, 25 properties have been sold, meeting the amortization
target of EUR200 million tested in July 2013, and reducing the
loan-to value ratio (LTV) to 29.6% from 49.2%, a level that
should be comfortably refinanced.

The Treveria II loan is secured by 46 retail warehouses let to
various strong national retailers and located across western
Germany. The loan, which failed to repay at maturity in July 2011
and was granted a one-year extension, is also a 50%
participation. The other half is held by EMC VI - Europrop, a
CMBS that defaulted at bond maturity due to the slow pace of
progress resolving this loan.

The loan was transferred to special servicing in July 2012, after
which a new valuation of the portfolio reported a value decline
to EUR167.8 million from EUR260.9 million (last estimated in
December 2010). In the meantime, only one property has been sold.
In March 2013, the special servicer, Situs Asset Management,
transferred the asset management and sales mandate of the
portfolio from a borrower affiliate to a third-party asset
manager. Nevertheless Fitch expects a long workout characterized
by piecemeal sales resulting in a loss.

The Emmen and Swisscom loans, which each have substantial B-
notes, both defaulted at maturity this month. Secured on Swiss
collateral, both are associated with issuer-level currency swaps
that are being extended on a rolling quarterly basis. Should
either loan suffer a CHF loss, the impact will be compounded by
the effect of post-crisis "safe haven" flows into Switzerland
that have strengthened the franc against the euro, and as a
result of which the issuer would pay more in euros to cover the
shortfall in francs than it would receive back in euros under the
swap.

Of the six other loans, four have defaulted and been transferred
to special servicing. DFK Portfolio loan (14.7%) defaulted as a
result of a revaluation-led LTV breach, while Lubeck Retail,
Edeka Retail and Toom DIY all defaulted at maturity this month.

Rating Sensitivities

Fitch's expected note principal repayments amount to EUR378.4
million. Complications arising from the presence of competing
creditors such as B-noteholders and currency swap counterparties
could lead to further downgrades.



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F R A N C E
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CLESTRA HAUSERMAN: Court Accepts Impala Group's Takeover Offer
--------------------------------------------------------------
EUWID reports that the commercial court in Strasburg on Oct. 15
accepted the takeover offer for the French Clestra Hauserman
Group, which had been under compulsory administration since
November 2012.

EUWID relates that the French Impala Group under the management
of Jacques Veyrat as majority shareholder as well as the two
former Clestra managers Jean-Paul Chaudron and Jean-Luc Bikard
had submitted the takeover offer in September, as a consequence
of which the decision by the commercial court scheduled for
September 23 concerning a continuation of the company was
postponed once again until October 14.

Prior to this, former Clestra manager Xavier Negiar had submitted
a continuation plan and a decision concerning this plan was
originally to be taken on August 19, EUWID recalls.  The
financing of this continuation plan was, however not completely
clear.

EUWID adds that the Bpifrance bank is now to participate in the
recently concluded takeover with a sum of EUR1 million in new
funds and a further EUR3 million for the refinancing.


YPSO FRANCE: Moody's Places 'B2' CFR Under Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Ypso France SAS
("Numericable" or "the company"; CFR at B2; PDR at B3-PD) and
those of Numericable Finance & Co. S.C.A. (B2 for senior secured
debt instruments) under review for upgrade. The rating action
follows the announcement that Numericable Group has launched an
initial public offering (IPO) of the company's shares on the
Paris Euronext NYSE exchange and that it has filed a document de
reference with regard to the transaction. Numericable Group is a
newly formed entity to which Numericable's shareholders Altice,
Cinven and Carlyle will contribute Numericable and also French
B2B operator Completel, which is owned by the same group of
shareholders.

Ratings Rationale:

Moody's review will evaluate to what extent the expected benefits
from the IPO warrant a higher rating than the current B2 CFR.
Expected benefits from the IPO include (i) the use of a part of
the targeted primary proceeds (EUR250 million) for debt
reduction; (ii) the contribution of French B2B telecoms operator
Completel to the new Numericable Group and a stated objective to
maintain leverage (as measured by a Net Debt/EBITDA ratio)
between 3.5x and 4.0x during the 2014-2016 period. The review
will also focus on an evaluation of the current operating trends
and strategic objectives for the new company's B2B and B2C
businesses as well as the weighting in the combined entity's
rating of the different degree of business risk Moody's sees for
the relatively stable B2C business and the more volatile B2B
business. At this stage at least a one notch upgrade of the CFR
appears probable, but a two notch upgrade will also be
considered. Moody's assumes that immediately following the IPO,
Completel will become an indirectly-owned subsidiary of Ypso
France SAS and that Numericable Group will seek to refinance the
existing bank debt of Completel's immediate parent, Altice B2B,
as soon as feasible after the IPO closes.

Numericable is the largest cable TV operator in France. For the
twelve months period to June 2013, Numericable generated EUR891
million in revenues and EUR456 million in adjusted EBITDA (as
reported by the company).

Altice B2B is a sister company of Numericable, and through its
Completel SAS subsidiary, the second-largest alternative provider
of business telecommunications services in France.



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BERENBERG BANK: Commences Liquidation of EUR152-Mil. Fund
---------------------------------------------------------
Fonds Online Professional reports that due to declining yields,
Berenberg Bank has closed its fund, Berenberg Select-Income-
Universal Fund, and has started the fund's full liquidation.

Fonds Online relates that Berenberg Bank said no shares of the
Fund has yielded returns since Oct. 23.  The Fund is managed by
Universal-Investment.

The holders of the capital, who invested EUR152 million in the
Fund, may not get their money for the time being, Fonds Online
relays.  The decision was necessary to ensure equal treatment of
all investors, Berenberg Bank said in a letter to investors,
according to the report.

One reason for the closure, Fonds Online cites, is that recently,
more and more investors have pulled their money out of the Fund
so that in less than two years, the Fund lost almost half of its
volume.

Berenberg Bank is a private bank in Hamburg.


KABEL DEUTSCHLAND: Moody's Raises Sr. Sec. Notes Rating From Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the senior
secured notes (due in 2018) issued at Kabel Deutschland
Vertrieb&Service GmbH to Baa2 (from Ba2) and the ratings of the
senior notes (due in 2017) issued at Kabel Deutschland Holding AG
to Baa3 (from B1). The outlook is positive. At the same time
Moody's has withdrawn the Ba2 Corporate Family Rating and the
Ba2-PD Probability-of-Default ratings of KDH following the
settlement and completion of the voluntary public takeover offer
for KDH by Vodafone Vierte Verwaltungsgesellschaft AG, a
subsidiary of Vodafone Group Plc on October 14 ,2013. KDH is now
76.57%-owned by Vodafone.

Ratings Rationale:

The ratings upgrades acknowledge that KDH is now part of the much
larger (GBP44.4 billion revenues for the 2012/13 financial year)
and highly rated Vodafone Group (A3 stable). While Moody's
expects that Vodafone will not provide explicit credit support
for the rated KDH debt, the agency believes that KDH will become
an integral part of Vodafone's operations in Germany, one of
Vodafone's key markets. As such, the acquisition is an important
step in Vodafone's convergence strategy aimed at combining the
company's mobile assets with selected fixed line assets. KDH will
have responsibility for the two groups' combined consumer fixed
line business throughout Germany. The relationship will be
cemented by a domination and profit and loss transfer agreement
(with KDH as the dominated company) that the companies expect to
complete during the course of 2014. Following this, the agency
would expect Vodafone to aim to take full control of KDH. The
positive outlook reflects the possibility that 100% ownership of
KDH's shares by Vodafone and the completion of the domination and
profit and loss transfer agreement could lead to an additional
one notch upgrade of KDH's ratings.

Moody's also notes that in the offer document for KDH, Vodafone
had stated that it has "no intentions or plans which would result
in an increase of KDH Group's current indebtedness outside the
ordinary course of business" and that Vodafone has repaid the
entire senior credit facilities outstanding borrowed at KDVS and
as a replacement provided a new unsecured credit facility of
EUR2.15 billion maturing in June 2020 as well as a new unsecured
revolving credit facility of EUR300 million maturing in March
2019. As of June 30, 2013, KDH's Debt/EBITDA ratio (as calculated
by Moody's) stood at approximately 5.0 times (including the
Vodafone facilities on a pro-forma basis). Moody's believes that
Vodafone may choose to refinance KDH's remaining debt at its more
favorable rate. The KDH and KDVS bonds become callable from 30
June 2014 onwards.

What Could Change The Rating Up:

An explicit credit support for KDH's rated debt instruments could
result in a rating upgrade.

What Could Change The Rating Down:

While Moody's does not see any near-term catalyst for negative
rating pressure, this could develop if the company's operating
performance deteriorated significantly resulting in an increase
in leverage well above 5.0x Debt/EBITDA (as adjusted by Moody's,
including the Vodafone credit facility) on a sustained basis; or
in the case of a downgrade of Vodafone's credit rating.

KDH is the largest Level 3 cable TV operator in Germany by
customers. In the fiscal year ended 31 March 2013, the company
generated EUR1.8 billion in reported revenues and approximately
EUR862 million in adjusted EBITDA (as reported by the company).



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AGRICULTURAL BANK: Bank of Greece Put Unit Under Liquidation
------------------------------------------------------------
ANA-MPA reports that The Agricultural Bank of Greece (ATE Bank),
which is currently undergoing a special liquidation process, on
Tuesday announced that the Bank of Greece has revoked the
operating license of its subsidiary ATE Leasing SA, putting it
under liquidation.

                          About ATE Bank

The Agricultural Bank of Greece was the fifth largest bank in
Greece with around two million customers.  It had a market share
of 16% in terms of branches and 8% in terms of total assets, with
particularly strong market positions in the more rural parts of
Greece. The Greek State was the bank's main shareholder.

In May 2011, the Commission approved restructuring aid in favor
of ATE.  In the second half of 2011 the capital position of the
bank deteriorated significantly.  A number of options were
examined to deal with the bank's problems.  Following this
examination and taking account of the costs involved, it was
considered that the transfer to Piraeus Bank was in the long term
the best option for the Greek State.  The transfer took place on
July 27, 2012.



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BD HOTELS: Mulranny Park Hotel Enters Voluntary Liquidation
-----------------------------------------------------------
Neill O'Neill at The Mayo News reports that the Mulranny Park
Hotel has entered voluntary liquidation, but will continue to
trade as usual, and all bookings, reservations, vouchers and
events, including weddings, will be fully honoured and will
proceed as normal.

The hotel released a statement to The Mayo News on October 21,
after several days of rumours in relation to them having entered
liquidation.

Confirming that this was indeed the case, they were nonetheless
very upbeat in relation to continuing trading, and maintaining
existing jobs in the hotel and leisure centre, the report notes.

"Mulranny Park Hotel has been informed that BD Hotels Ltd, the
company which operates the Mulranny Park Hotel in Mulranny, Co.
Mayo, has gone into voluntary liquidation," the statement read,
The Mayo News relates.

"This will have no effect on the operation of the hotel as the
company will continue to trade under the powers of a liquidator
until such time as a full plan for the future of the hotel is
finalised. We are confident that the business of the hotel will
be preserved for the long term and that the valuable employment
which it provides will remain a constant in the local community.

The Mayo News says the provisional liquidator to BD Hotels,
Anthony J. Fitzpatrick of Fitzpatrick O'Dwyer and Co. --
fitzpatrickodwyer@eircom.net -- is confident that the hotel can
trade successfully."

According to the report, General Manager Dermot Madigan will
continue to lead the 30 strong team of full-time employees at the
hotel, which has been the recipient of a host of awards year
after year, across a range of departments.

The Mulranny Park Hotel is the only hotel on The Great Western
Greenway.


IRELAND: In Crunch Talks with IMF Over Precautionary Credit Line
----------------------------------------------------------------
Eoin Burke-Kennedy and Arthur Beesley at The Irish Times report
that the Minister for Finance Michael Noonan was set to meet
International Monetary Fund (IMF) officials in Washington on
Oct. 28 amid uncertainty over whether the Government will seek a
precautionary credit line when it leaves the bailout program in
December.

With only seven weeks to go before Ireland's official exit from
the EU-IMF bailout, there is still no consensus in the troika or
among European leaders about what sort of backstop might be
provided to cushion Ireland's return to the markets, The Irish
Times notes.

The Government is keen to ensure any conditions attached to a
credit facility should go no further than existing EU budgetary
commitments, The Irish Times says.

However, European sources doubt that would satisfy the European
Stability Mechanism fund or the IMF, The Irish Times states.

According to The Irish Times, Mr. Noonan was due to hold talks in
the Washington headquarters of the IMF with its first deputy
managing director, David Lipton.

IMF managing director Christine Lagarde was set to meet the
Minister for dinner on Oct. 28 at Ireland's embassy to the US,
The Irish Times relays.



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ITALCEMENTI SPA: S&P Affirms 'BB+/B' CCRs; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it had affirmed its
'BB+/B' long- and short-term corporate credit ratings on Italian
building materials manufacturer Italcementi SpA and its core
subsidiary Ciments Francais S.A. (together the Italcementi
group). The outlook is negative.

S&P also affirmed its 'BB+' issue ratings on the EUR500 million
and EUR750 million senior unsecured notes issued by Italcementi
Finance S.A. and guaranteed by Italcementi.  The recovery rating
on this debt remains unchanged at '4', indicating S&P's
expectation of average (30%-50%) recovery in the case of a
payment default.

S&P also affirmed the 'BB+' issue rating on the EUR500 million
senior unsecured notes due 2017 issued by Ciments Fran‡ais.  The
recovery rating on this debt remains unchanged at '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the case of
a payment default.

The affirmation reflects S&P's forecast that Italcementi's
performance is on a clear path to recovery, which started in the
second quarter of 2013 and will likely continue for the remainder
of 2013 and in 2014.  As result, S&P forecasts its key credit
metrics, debt to EBITDA and funds from operations (FFO) to debt,
will improve to 4.1x-3.9x and 18%-20%, respectively, by the end
of 2014, compared with 4.4x and 17.2% at the end of 2012.

Italcementi's performance was particularly weak in 2012 and the
first half of 2013.  The first half of 2013 saw a drop in
volumes, although it was partly mitigated by price increases that
led to a 6.2% decline in revenues (4.1% calculated like for like,
and 2.1% for foreign exchange effect).  However, this trend eased
in the second quarter compared with the extremely weak first
quarter.

In S&P's base-case scenario, it assumes:

   -- Group revenues will decline by a mid-single-digit
      percentage in 2013 and roughly stagnate in 2014;

   -- The adjusted EBITDA margin will significantly recover,
      reflecting cost-efficiency measures;

   -- FFO to debt will stand at 16%-18% in 2013 and 17%-20% in
      2014;

   -- Debt to EBITDA will stand at 4.1x-4.3x in 2013 and 3.8x-
      4.2x in 2014;

   -- Capital expenditures will stay at about EUR400 million in
      2013 and will increase to about EUR450 million in 2014;

   -- Free operating cash flow (FOCF) will weaken from 2012, and
      stay between EUR20 million-EUR30 million in 2013-2014; and

   -- Net financial debt will stand between EUR2.7 billion-
      EUR2.8 billion in 2013-2014, slightly above the level at
      the end of 2012.

However, S&P's base-case assumptions have downside risk.  The
main risks are in Egypt, where persistently weak market
conditions and political uncertainties may further weigh on
Italcementi's profitability.

The negative outlook reflects the possibility that S&P could
lower the ratings by one notch if the Italcementi group's credit
metrics did not recover steadily throughout 2014, as S&P expects,
and stagnated below its base-case scenario.

S&P could revise the outlook to stable if the group's credit
metrics recovered over the second half of 2013 and in 2014, on a
sustainable basis, toward levels S&P considers commensurate with
the 'BB+' rating.  These metrics include Standard & Poor's
adjusted debt to EBITDA of less than 4.0x and FFO to debt of more
than 20%.



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


ALLIANCE BANK: S&P Cuts Long-Term Counterparty Rating to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it had lowered its
long-term counterparty credit rating on Kazakhstan-based Alliance
Bank JSC to 'CCC' from 'CCC+' and affirmed the short-term
counterparty credit rating at 'C'.  The outlook is negative.

At the same time, S&P lowered the Kazakhstan national scale
rating on the bank to 'kzCCC+' from 'kzB'.

The rating actions follow Samruk-Kazyna's announcement on
Oct. 10, 2013, that it had reached a nonbinding preliminary
agreement with Bulat Utemuratov to sell some of its shares in
Alliance Bank.  In S&P's opinion, the sale will likely conclude
within the next two years, and it sees diminished prospects for
further extraordinary support for Alliance Bank from Samruk-
Kazyna, a government-owned entity that manages the country's
assets.

In accordance with S&P's criteria for government-related entities
(GREs), it has reassessed Alliance Bank's link with the Kazakh
government to "limited" from "strong," and the likelihood of
extraordinary support to "low" from "moderate".  As a result, S&P
has removed the one-notch uplift for likely government support
from the long-term rating.

Although S&P now sees a "low" likelihood of Alliance Bank
receiving further extraordinary support from the government, it
continues to factor in ongoing support from Samruk-Kazyna in the
bank's SACP, which is at 'ccc'.  For example, S&P expects Samruk-
Kazyna to retain its long-term deposits at the bank, even after a
sale, to avoid destabilizing the bank's funding and liquidity
profiles.

S&P continues to classify Alliance Bank as a GRE, and base its
view of a "low" likelihood of extraordinary government support on
the bank's:

   -- "Limited" link with the government because of the
      government's clear intention to sell the bank; and

   -- "Limited" role for Kazakhstan's economy because Alliance
      Bank has a small market share and does not provide a public
      service or function that another domestic bank could not
      readily undertake.

The preliminary agreement envisages the ultimate sale of Alliance
Bank, but S&P believes the sale of a controlling stake could take
some time to realize.  This is due to Alliance Bank's very weak
capitalization in S&P's view.  At year-end 2012, Alliance Bank
was in compliance with national capital standards, but not with
Basel standards, and the risk-adjusted capital ratio was
negative.  In S&P's view, this capital deficiency would likely
need to be addressed to enable the sale of Alliance Bank as a
viable business.

S&P notes that Samruk-Kazyna's announcement cited the possibility
of a future merger of Temirbank and Alliance Bank.  However, S&P
considers this highly uncertain over the next 12 months and
currently do not factor it into the ratings on Alliance Bank.
Furthermore, given the banks' relative size and Alliance Bank's
weak capitalization, a merger may not yield an adequately
capitalized institution without the injection of additional
capital.

Since S&P assumes that the government would be unlikely to
provide further support to Alliance Bank, and it is uncertain
that a new shareholder would provide such support, it sees a risk
that Alliance Bank may try to raise capital through a liability
management exercise, to the detriment of bondholders.

The negative outlook on Alliance Bank reflects S&P's uncertainty
that the government or new shareholder would provide sufficient
capital to enable the bank to meet Basel capital adequacy
requirements.

S&P would take a negative rating action if it saw an increased
risk of default, for example because of a vulnerable liquidity
position.

S&P could take a positive rating action on the bank following a
significant shareholder capital injection, resulting in a
projected risk-adjusted capital ratio that exceeded 3%.

Although a merger with Temirbank could support Alliance Bank's
creditworthiness, this is not S&P's base-case scenario for the
next 12 months.  S&P therefore currently do not factor this into
its ratings on Alliance Bank.  S&P would consider the rating
implications for Alliance Bank only if a merger were confirmed.


TEMIRBANK JSC: S&P Cuts Long-Term Counterparty Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it had lowered its long-
term counterparty credit rating on Kazakhstan-based Temirbank JSC
to 'B-' from 'B' and affirmed the 'B' short-term counterparty
credit rating.  The outlook is stable.

At the same time, S&P lowered the Kazakhstan national scale
rating on the bank to 'kzBB-' from 'kzBB'.

The rating actions follow Samruk-Kazyna's announcement on Oct.
10, 2013, that it had reached a nonbinding preliminary agreement
with Bulat Utemuratov to sell all its shares in Temirbank.  In
S&P's opinion, the sale will likely conclude within the next two
years, and it sees diminished prospects for further extraordinary
support for Temirbank from Samruk-Kazyna, a government-owned
entity that manages the country's assets.

In accordance with S&P's criteria for government-related entities
(GREs), it has reassessed Temirbank's link with the Kazakh
government to "limited" from "strong", and the likelihood of
extraordinary support to "low" from "moderate".  As a result, S&P
has removed the one-notch uplift for likely government support
from the long-term rating on Temirbank.

Although S&P now sees a "low" likelihood of Temirbank receiving
further extraordinary support from the government, it continues
to factor in ongoing support from Samruk-Kazyna in the bank's
SACP, which is at 'b-'.  For example, S&P expects Samruk-Kazyna
to retain its long-term deposits at Termirbank, even after a
sale, to avoid destabilizing the bank's funding and liquidity
profiles.

S&P continues to classify Temirbank as a GRE, and base its view
of a "low" likelihood of extraordinary government support on the
bank's:

   -- "Limited" link with the government because of the
      government's clear intention to sell the bank; and

   -- "Limited" role for Kazakhstan's economy because Temirbank
      has a small market share and does not provide a public
      service or function that another domestic bank could not
      readily undertake.

S&P would no longer classify Temirbank as a GRE once a sale has
been finalized, which it believes could occur within two years.
S&P notes that Samruk-Kazyna's announcement cited the possibility
of a future merger of Temirbank and Alliance Bank.  However, S&P
considers this highly uncertain over the next 12 months and
currently do not factor it into the ratings.

The stable outlook on Temirbank reflects S&P's expectation that
the bank's SACP will remain unchanged over the next 12 months.
Although Samruk-Kazyna might sell Temirbank within this period,
S&P sees such an event as neutral for the ratings on the bank.

In S&P's view, there is very limited scope for an improvement in
the bank's SACP over the next 12 months.  By contrast, S&P could
take a negative rating action if the bank experienced significant
liquidity deterioration, for example due to deposit withdrawals.

S&P thinks the most likely driver of a rating change would be a
merger of Temirbank with Alliance Bank.  This is not S&P's base-
case expectation for the next 12 months, however.  S&P would
consider the rating implications for Temirbank only if a merger
were confirmed.



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


HEARTS OF MIDLOTHIAN: Exit Affected by Delayed Bankruptcy Hrg
-------------------------------------------------------------
The Scotsman reports that Hearts of MidLothian Football Club has
have been hit with yet another frustrating delay in its bid to
move towards a successful exit from administration after a
crucial court hearing was delayed for a fourth time.

Insolvency practitioners BDO, who have been running the club
since July, were hoping to discover on Oct. 28 whether major
creditor UBIG, Hearts' parent company with a 50% share, are to be
declared bankrupt by the Kaunas District Court, The Scotsman
relates.

That hearing has been postponed and even if a judge confirms
UBIG's trading status, it could be another 30 days before the
name of the administrator is announced, The Scotsman discloses.

The appointment of an administrator at former Hearts owner
Vladimir Romanov's fallen Lithuanian investment company is seen
as a crucial step towards BDO's bid to strike a Company Voluntary
Arrangement, The Scotsman notes.

UBIG is owed GBP8.2 million and will have a huge role to play in
any CVA, The Scotsman says.

According to The Scotsman, Hearts joint-administrator Bryan
Jackson -- who, on Friday, claimed that the initial postponement
"changed nothing" in relation to his attempts to save the club --
has already agreed a CVA deal in principle with Ukio Bankas, the
fallen Lithuanian bank that are due GBP15.5 million.  Ukio Bankas
has a 29% stake in the Club.

Hearts of Midlothian Football Club, more commonly known as
Hearts, is a Scottish professional football club based in Gorgie,
in the west of Edinburgh.



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


CABOT FINANCIAL: Moody's Assigns B1 Rating to GBP1000MM Sec. Bond
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating with a stable
outlook to the GBP100 million long term, senior secured bond
issued by Cabot Financial (Luxembourg) S.A., a subsidiary of
Cabot Financial Ltd. (CFL) and, ultimately, Cabot Credit
Management (Cabot).

Moody's rating on Cabot's bond issuance confirms the provisional
ratings assigned on July 30, 2013. The final terms and conditions
of the senior secured bond issuance, which was fully placed as at
August 5, 2013, are in line with the draft documentation reviewed
for the provisional (P)B1 rating assigned on July 30, 2013.

Ratings Rationale:

The B1 rating reflects CFL's strong market positioning, stable
operating cash flow and satisfactory level of debt service
capability and tangible common equity, as well as the monoline
business model, concentrated debt maturity profile, supplier
(i.e. debt originators) concentration and model risk in terms of
valuation and pricing of its purchased debt portfolio (i.e. the
risk of the models over-estimating projected cash flow generation
of a portfolio of purchased debt).

What Could Change The Rating Up/Down:

-- Upward rating pressure could arise from a sustained
    improvement in the leverage metrics (debt-to-adjusted EBITDA)
    to around 1.5x to 1.8x, while maintaining other financial
    metrics and ratios at current levels.

-- The rating could come under downward pressure due to (i)
    significant deterioration in income from operations (after
    interest expense) and cash flow from operations, stemming
    from factors such as underperforming collections
    productivity, underperforming portfolio acquisitions and
    lower than forecast collections; or (ii) an increase in
    leverage or sustained decline in operating performance,
    leading to a debt ratio which is higher than 4.0 times
    adjusted EBITDA or a tangible common equity-to-tangible
    managed assets ratio which is below 15%; or (iii) significant
    decline in interest coverage, with an adjusted EBITDA-to-
    interest expense ratio below 3.5x to 1.0x.



===========
N O R W A Y
===========


BW GROUP: Moody's Puts 'Ba2' CFR Under Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed the Ba2 corporate family and
senior secured bond ratings of BW Group ('BW') on review for
possible downgrade. The rating has been on negative outlook since
June 2012.

Ratings Rationale:

The review principally reflects the reducing headroom under the
company's bank loan and bond covenants amid elevated leverage and
new vessel acquisitions. Under these covenants BW is required to
maintain a collateral pool of vessels with market value at least
125% of total outstanding amount under the respective facilities.
Based on Moody's estimates, the company has available
unencumbered vessels to withstand only around a 10% decline in
the value of the vessels in the existing collateral pools. This
level of headroom is inconsistent with BW's Ba2 ratings.

"The decline in headroom under the covenants follows an increase
in the company's borrowings following recent acquisitions and
ordering of new vessels," says Vikas Halan, a Moody's Vice
President and Senior Analyst.

Although the company owns a fleet of 8 unencumbered liquefied
natural gas (LNG) vessels (estimated value around US$1.5
billion), these are not readily available for the collateral pool
as they are owned through a joint venture with Marubeni, in which
BW has a 51% stake. Had these vessels been included in the
collateral pool, the headroom under the covenant would have been
comfortably higher.

Since January 2013, the company has announced new builds and
acquisitions totaling around US$1.0 billion, which includes
acquisitions of 5 very large gas carriers (VLGC) from Maersk
Tankers(US$300 million to US$320 million), 4 product tankers from
W Tankers (US$74 million), and orders for 4 new VLGC (US$300
million) and 1 floating storage and regasification unit (
US$239 million).

At the same time Moody's recognizes that the company is
undertaking corporate actions which are anticipated to improve
the headroom under its covenants. BW is in the process of
publicly listing its liquefied petroleum gas (LPG) business,
which includes a fleet of 36 VLGCs (including 4 on order and 12
chartered in vessels) and 5 LGCs. It is understood that there
will be a secondary element to the offering (a partial sale of
BW's stake), although the size of this is not yet public. The LPG
segment accounted for 60% of the operating EBITDA of the company
for the six months ended June 2013.

"Depending on the final valuation and the extent of stake sold by
BW -- should it be successful in concluding the sale -- Moody's
estimates the company could receive around US$0.9-US$1.1 billion
in proceeds. To the extent that BW uses these proceeds to reduce
debt at the BW level, negative pressure on the company's Ba2
ratings could be alleviated." adds Mr. Halan.

The IPO was announced by BW Group in September 2013 and is
expected to complete by November 2013.

Although BW will continue to directly own 100% of its fleet of 11
VLCC, 17 product tankers, 2 chemical tankers and 3 LNG vessels,
it will only have access to dividend income from the LPG business
following successful completion of the IPO.

"We estimate the annual EBITDA of the remaining vessels directly
held by BW to be around US$80 million. Other than the 3 LNG
vessels, which are on long term time charters, most of the other
vessels are exposed to charter rate volatility as they operate in
the spot market," adds Mr. Halan.

"Following a successful IPO, bondholders will continue to be
secured by an exclusive collateral pool, however the level of
structural subordination will be increased for bondholders at the
BW level with respect to the cash flows from the LPG segment (and
which are the subject of the IPO)," adds Mr. Halan.

The review will focus on (i) the impact of corporate actions in
terms of improving covenant headroom including the completion of
the announced IPO, (ii) the degree of any subsequent debt
repayment at the BW level and (iii) the extent of structural
subordination for bond holders, once the steps taken by the
company are completed.

Moody's could confirm the Corporate Family Rating ("CFR") should
the company's headroom under its covenants materially improve
either through completion of the IPO or by effectively utilizing
its unencumbered LNG fleet for funding its business within the
next three months.

On the other hand, the CFR and the rating on the bonds could be
downgraded if BW Group continues to operate with ongoing very
tight headroom under its collateral maintenance requirements
either because of its failure to complete the IPO and reduce debt
at BW level, or because of its inability to utilize its fleet of
unencumbered LNG vessels to fund its business.

The rating on the bond could also be lowered below the CFR, if
Moody's assesses that subordination risk for bond holders has
increased materially after completion of steps taken by the
company.

BW is a diversified shipping group with operations in four key
segments: liquefied petroleum gas (LPG), tankers, liquefied
natural gas (LNG) and floating, production, storage and
offloading vessels (FPSO). It currently operates a fleet of 95
owned, part-owned or controlled vessels.

BW is a privately held holding company, of which 93% is owned by
the Sohmen family and 7% by HSBC. BW owns 49.8% stake in BW
Offshore Ltd, an Oslo listed company and the world's second-
largest FPSO owner and operator.



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


RUSSIAN LIPETSK: Fitch Affirms 'BB' Long-term Currency Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Russian Lipetsk Region's Long-term
foreign and local currency ratings at 'BB', with Stable Outlooks,
and its Short-term foreign currency rating at 'B'. The agency has
also affirmed the region's National Long-term rating at 'AA-
(rus)' with Stable Outlook.

The rating action also affects Lipetsk Region's senior unsecured
domestic bonds with outstanding amount of RUB5 billion (ISINs
RU000A0JS8T1, RU000A0JTVZ8).

Key Rating Drivers:

The affirmation reflects Lipetsk's satisfactory operating
performance, moderate, albeit increasing, direct risk and prudent
financial management. The ratings also factor in the high
concentration of the local economy and continuous pressure on
operating expenditure.

Fitch forecasts further growth of direct risk in 2013 due to the
need to finance an expenditure-driven deficit. Direct risk will,
however, remain moderate, at around 40% of current revenue in
2013 (2012: 30.5%). For 2014-2015 Fitch expects the growth in
debt to decelerate as the region's deficit narrows. Last year the
region improved the maturity profile of its direct risk by
replacing short-term bank loans with either new bank loans with
longer maturity or bond issues.

The region will have to repay only a RUB0.5 billion bank loan for
2013. This amount is fully covered by a RUB1.3 billion committed
credit line. However, the region's refinancing pressure for 2014-
2015 is high with around RUB8 billion of maturing debt
obligations, accounting for 61% of direct risk. The
administration plans to replace them with domestic bonds, in
light of its successful placement of a seven-year domestic bond
in April 2013. This will help to even out its direct risk
maturity profile to 2032.

Fitch expects the region's operating performance to remain firm
with an operating balance averaging 6% of operating revenue per
year from 2013 to 2015. This would, however, be lower from the
8.5% recorded in 2012, and is explained by continuous pressure on
operating expenditure. Fitch expects the region's deficit before
debt variation will narrow gradually to 3% of total revenue in
2015 from 7% in 2012 due to capex reduction.

The regional economy grew 6.9% yoy in 2012, far outpacing
national growth of 3.4%. The regional economy is strong but
concentrated due to the presence of one of the largest
metallurgic plants in Russia OJSK Novolipetsk Steel (BBB-
/Negative/F3). Ferrous metallurgy contributed 58% of the region's
industrial output in 2012, making it vulnerable to fluctuations
in the domestic and international steel markets.

It is the administration's strategic objective to diversify the
local economy by developing a network of special economic zones.
The administration's prudent approach to debt policy has resulted
in overall moderate indebtedness and an improvement of its direct
risk maturity profile. Fitch believes the administration will
continue to follow this approach in the medium-term.

Rating Sensitivities:

-- A decline in the operating balance to below 5% of operating
    revenue for two consecutive years and higher refinancing
    pressure will lead to a downgrade.

-- Conversely, an operating balance above 10% of operating
    revenue for two consecutive years and debt coverage (direct
    risk to current balance) that is in line with average debt
    maturity would lead to a positive rating action.

Key Assumptions:

- Russia has an evolving institutional framework with the
   system of intergovernmental relations between federal,
   regional and local governments still under development.
   However, Fitch expects Lipetsk Region will continue to receive
   a steady flow of transfers from the federation.

- Russia's economy will continue to demonstrate modest economic
   growth. Fitch does not expect dramatic external macroeconomic
   shocks.

- The federal government's budgetary performance will remain
   sound and will serve as a supporting factor for Lipetsk
   Region.

- Lipetsk Region will continue to have fair access to domestic
   financial markets sufficient for refinancing its maturing
   debt.



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


ISOFOTON SA: Judge Grants U.S. Bankruptcy Protection
----------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge has granted solar panel maker Isofoton S.A.
creditor protection in the U.S. while it restructures in Spain.

Isofoton filed for voluntary insolvency after failing to reach an
agreement with creditors.  The decision to restructure came after
lenders declined to refinance its loans and its discovery of
additional debt from before 2010, The Troubled Company Reporter-
Europe reported in May 2013.

Isofoton is owned by the Spanish consultant Affirma and South
Korea's Toptec Co. Ltd. since 2010.  Isofoton SA is Spain's
second-largest solar panel maker.  It had 650 employees in
Malaga, where it is based, and about 100 abroad.


NH HOTELES: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B-' corporate credit rating to Spain-based European
urban hotel operator NH Hoteles S.A (NH).  The outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue rating
to the proposed EUR225 million senior secured bonds, due 2019.
The preliminary recovery rating on the bonds is '2', indicating
S&P's expectation of "substantial" (70%-90%) recovery prospects
in the event of a default.

The ratings on NH reflect S&P's assessment that the company has a
"weak" business risk profile and a "highly leveraged" financial
risk profile.

"Our assessment of NH's business risk as "weak" reflects our view
of the company's business model, which is centered around the
operation of owned and leased hotels (22% of total rooms under
management).  In our opinion, this concentration likely
contributes to a high and relatively inflexible fixed-cost base.
NH's Standard & Poor's-adjusted EBITDA margins of more than 20%
in the current financial year are broadly in line with peers'
profitability; however, we think that in times of cyclical
downturn, the pressure on the company's earnings will likely be
higher than on more asset-light franchised or managed businesses.
In addition, although we view mid-scale properties as having
lower cost bases than luxury hotels, we believe that NH's key
market segment has relatively low barriers to entry and is
therefore more exposed to competition.  Finally, we view NH's
presence outside of Europe as relatively limited.  That said, we
believe that NH's current strategy could potentially strengthen
its business risk profile in the medium term, although we
consider that there are some execution risks.  The company's
strategy is to move to a more asset-light ownership model and
toward a more upmarket segment, while restructuring its cost base
to improve profitability," S&P said.

"Our assessment of NH's financial risk profile as "highly
leveraged" reflects our projections for NH's credit metrics.  A
large share (about 75%) of the company's adjusted debt can be
attributed to our operating lease adjustments, but even on an
unadjusted basis, we view the level of projected financial debt
to EBITDA of about 8x as very high compared with NH's cash flow
generation.  In addition, NH's capacity to generate free cash
flow will likely be heavily constrained over the coming years as
the company embarks on an investment program that will
temporarily push its capital expenditure (capex) to sales ratio
above 15%. However, NH plans to finance some of its investments
through asset disposals.  We also understand that NH will benefit
from "adequate" liquidity for the 12 months following the bond
issuance and has some flexibility to cut capex, if asset
disposals are not materializing," S&P added.

In view, NH will contain its leverage so as to keep senior
adjusted interest coverage at between 1.0x and 1.5x, preserve
sufficient liquidity for its operating needs, and maintain
adequate headroom under its covenants.

In particular, S&P anticipates that NH's profitability on a
recurring basis will improve in 2013, thanks to better economic
conditions, with some further growth in 2014 and 2015 as the
company implements its stated strategy.

S&P could take a positive rating action if NH's profitability in
2014 and 2015 improves at a faster rate than S&P assumes in its
base-case scenario, leading to EBITDA interest coverage that is
comfortably and consistently above 2x.  Besides that, a positive
rating action would also depend on the company sustaining a
resilient operating performance, steadily increasing its profit
(despite a small decline in size), and maintaining its current
financial policy and "adequate" liquidity.  That said, S&P do not
assume such a development in its base case for the coming 12
months.

Rating downside could arise if adverse operating developments, a
subsequent decline in profitability, or shortfalls in the
company's asset disposal plan cause NH's credit metrics to
deteriorate beyond S&P's expectations.  In addition, the rating
could come under pressure if NH's headroom under its covenants
were to deteriorate from current levels or if NH's adjusted
EBITDA interest coverage declines to less than 1x.


NH HOTELES: Fitch Assigns 'B-' LT Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has assigned NH Hoteles, S.A. (NHH) a Long-term
Issuer Default Rating (IDR) of 'B-' with a Stable Outlook. Fitch
has also assigned NHH's planned EUR225 million senior secured
notes an expected senior secured rating of 'B+(EXP)' with an
expected Recovery Rating 'RR2.'

The final ratings are contingent upon the receipt of final
documents conforming to information already received by Fitch.

The 'B-' IDR reflects NHH's high initial leverage and additional
free cash outflows expected in the near term, as well as a
strengthened operational profile. The rating has factored in its
initial success in implementing several strategic initiatives
aimed at strengthening its long-term brand positioning and the
market share of the group. It also reflects Fitch's expectation
that the company will be able to successfully refinance its
capital structure.

As the group embarks on a multi-year shift toward an asset-light
operating model, Fitch views the company's ability to continue
divesting at attractive prices as essential to NHH's turnaround.
Proceeds will help stabilize liquidity and allow for adequate
capital expenditure in the remaining hotel portfolio. This
should, in turn, help to justify average daily rate increases and
margin improvement.

Key Rating Drivers:

Pricing Power Improvement

In recent years, capital expenditure has been scaled back to
preserve liquidity. This has resulted in considerable under-
investment in NHH's hotel portfolio, which has negatively
impacted the company's ability to justify price increases. Annual
capital expenditure has been, on average, at around 54% of
depreciation over the past three years. As proceeds from asset
sales are reinvested in remaining owned properties, NHH's product
offering should allow for steady price increases.

Further Transition to Asset-Light:

Management is focused on shifting the overall portfolio toward a
"managed" format rather than the "owned" structure currently in
place. NHH opened four new hotels in 2012 under the management
structure. Furthermore, the company executed several sale and
manage-back transactions in recent quarters to further facilitate
this transition and have identified additional opportunities for
sale in the near term.

On-going Execution Risk:

As part of the expected operational improvements, NHH is
restructuring or cancelling leases (54% of rooms) and management
contracts (21% of rooms) which have become unprofitable due to a
combination of increased costs and/or low occupancy rates. While
execution risk remains high, the weak performance in recent
periods provides NHH with negotiating leverage as hotel owners do
not have many branded hotel alternatives to replace the
incumbents. As such, renegotiating terms is viewed to be a more
affordable option than pursuing litigation.

Improved Financial Flexibility:

Asset sales and operational restructuring are the primary drivers
of the company's expected turnaround in FY13 and FY14. The
proposed refinancing of the existing term loans with a loan-
senior note structure would serve to extend NHH's maturity
profile and unlock additional cash resources that could be
allocated toward property refurbishment and brand improvements.
As Fitch does not expect material debt repayment over the next
several years, NHH's credit metrics are likely to be a
constraining factor on the ratings. NHH's expected lease-adjusted
net leverage of around 7.9x at FYE13 compares poorly with other
higher-rated hotel and leisure peers such as Accor (BBB-/Stable)
and Whitbread (BBB/Stable).

Strong Expected Recoveries:

The majority of NHH's properties are in or around major European
and Latin American cities. As a result, the portfolio's valuation
has proven resilient and become a primary source of liquidity in
recent years. NHH's 'RR2' reflects Fitch's expectations that the
valuation of the company -- and resulting recovery for its
creditors -- will be maximized in a liquidation, rather than in a
restructuring, due to the significant value of the company's
owned real estate portfolio. The expected distribution of
recovery proceeds should provide above-average recovery for
potential senior secured creditors due to significant real estate
collateral coverage relative to the drawn debt under the expected
capital structure.

Rating Sensitivities:

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

- Lease adjusted net debt/ EBITDAR below 6.5x, EBITDAR/ gross
   interest + rent above 1.5x (FY14 projection: 1.2x), EBITDA
   margin (excluding one-time gains) sustained at or above 10%
   (FY14 projection: 9.1%), as well as a demonstrated path to
   sustained positive FCF generation

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

- Continued free cash outflows resulting in strained liquidity,
   lease-adjusted net leverage above 9.0x, EBITDA margin,
   excluding capital gain, below 6% and EBITDAR/(rent+interest)
   below 1.1x



=============
U K R A I N E
=============


INTERPIPE LTD: Fitch Cuts Long-Term Issuer Default Rating to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded Ukraine-based Interpipe Limited's
Long-term Issuer Default Rating (IDR) and senior secured rating
(applicable to the company's 2017 Eurobonds) to 'C' from 'CCC'.
The bonds' Recovery Rating is 'RR4'.

The downgrade reflects our view that Interpipe is unlikely to
have sufficient liquidity to meet the scheduled principal debt
repayment of US$106 million due on the November 1, 2013.
Interpipe's liquidity constraints largely stem from the
operational impact of the non-renewal of the previous Customs
Union quota for Ukrainian pipe exports to Russia. Exports above
the quota are subject to a customs duty of at least 19%, making
sales into Russia only marginally profitable.

Fitch understands that Interpipe has recently initiated
discussions with its lending group regarding a further
restructuring of principal debt repayments. Fitch further
understands that under the proposed timeline for these talks that
an agreement is unlikely to be reached in the current year. It
would also appear unlikely that a waiver or standstill agreement
can be agreed prior to the debt repayment date which would result
in a payment default.

Key Rating Drivers:

Forecast Financial Performance

Pipe sales to the Customs Union have historically represented
around 25%-30% of Interpipe's overall pipe segment volumes. The
impact of the non-extension of the quota would be mitigated by
sales of pipes to other regions and sales from the wheels
segment. However as Fitch has previously commented, Interpipe's
debt repayment profile allows limited scope for underperformance.
Fitch had previously expected Interpipe to achieve EBITDAR in
2013 in the range of US$340 million-US$360 million, but now
expects a level of US$260 million-US$290 million.

Debt Repayments/Liquidity:

Mandatory debt repayments under the 2011 restructuring agreement
total US$206 million in 2013, and then ratchet up to US$307
million in 2014. Under Fitch's previous base rating case the
repayments due in 2013 appeared manageable with half paid in May,
and the remainder expected to be met from a combination of free
cash flow (FCF) generation and balance sheet cash. With the non-
renewal of the Russian export quota Interpipe's liquidity
position has weakened significantly in recent months such that
the November principal repayments are now unlikely to be made.

US Anti-Dumping Case:

In addition to the Customs Union situation, the US Commerce
Department is currently conducting an "anti-dumping"
investigation into the import of Oil Country Tubular Goods (OCTG)
pipes into the US market. Ukraine is one of nine countries being
targeted by the investigation. Whilst Ukraine is not amongst the
countries for whom the highest duties are being sought, the
potential imposition of duties from 2014 would nevertheless
represent an additional hurdle in the company meeting its
scheduled debt repayments.

Restructuring Agreement:

The existing restructuring agreements provide for a retranching
of bank debt. The USD200m Eurobonds have been extended to August
2017, after the final maturity of the bank debt. All bank debt
holders and bondholders benefit from a general security package
including guarantees/sureties from key operating/trading
subsidiaries, and pledges of shares, major PPE items, intra-group
receivables, and a portion of inventory and off-take agreements.
Lenders under the SACE facility benefit from various first-
ranking pledges including over the equipment and shares of Steel
One, which owns the Electric Arc Furnace (EAF). EAF noteholders
have a second-ranking pledge with other bank debt/bondholders
having a third-ranking pledge.)

EAF Commissioning:

After a 12-month delay, minimum performance levels for the
company's new EAF were achieved in H113 with full output expected
from the start of 2014. The EAF resolves the company's key
historical operational weakness, its lack of internal self-
sufficiency in steel billets. Once the EAF is in full production,
Interpipe will be largely self-sufficient in billets, but will
continue to externally purchase around 200,000 tonnes of hot
rolled coil for welded steel-pipe production.

Rating Sensitivities:

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

   -- Positive rating action is currently not expected.

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

   -- Should the company not make the scheduled debt repayment of
      US$106 million on November 1, 2013, then a downgrade to
      'RD' (Restricted Default) would be the likely next rating
      action.



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


ALBURN REAL ESTATE: Moody's Cuts Rating on Class A Notes to 'C'
---------------------------------------------------------------
Moody's Investors Service has taken rating action on the
following class of Notes issued by Alburn Real Estate Capital
Limited (amounts reflect initial outstanding):

  GBP125.05M Class A Notes, Downgraded to C (sf); previously on
  Mar 23, 2012 Downgraded to Caa2 (sf)

Moody's does not rate the Class B, Class C, Class D and Class E
Notes.

Ratings Rationale:

Downgrade action of the Class A Notes reflects the higher losses
realized on the Class A notes following the completion of the
disposal of the remaining properties in the portfolio. The 'C'
rating reflects a principal loss in excess of 65% (Moody's loss
calculation relates the remaining outstanding Class A note
balance at the October 2013 payment date (GBP34.98 million) to
the prior payment date's Class A note balance (GBP43.13 million).
All other classes will suffer a full principal loss. Subsequent
to the downgrade, Moody's will withdraw its rating for the Class
A notes as the issuer will be liquidated and has no further
proceeds to distribute to the transaction parties and
noteholders.

At the October 15 interest payment date, the servicer announced
the completion of the disposal of the remaining properties of the
original 45-property portfolio. With disposal proceeds and
scheduled amortization, the Class A notes were paid down by
GBP8.15 million to the current balance of GBP34.98 million. As
there are no assets remaining, a process of insolvent liquidation
has been initiated.

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

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

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

Moody's noted that on 14 October 2013, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its Credit Rating Methodology for EMEA
CMBS. If the revised Credit Rating Methodology is implemented as
proposed, the Credit Rating on the Class A Notes will not be
affected. Please refer to Moody's Request for Comment, titled
"Moody's Updated Approach to Rating EMEA CMBS Transactions," for
further details regarding the implications of the proposed Credit
Rating Methodology changes on Moody's Credit Ratings.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior assessment is summarized in a press
release dated March 23, 2012. The last Performance Overview for
this transaction was published on July 29, 2013.

No cash flow analysis or stress scenarios have been conducted as
the rating was directly derived from calculating the realized
losses on the affected tranche following the completion of the
disposal of the remaining properties in the portfolio.

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


INEOS GROUP: Union Official Resigns Following Probe
---------------------------------------------------
John Aglionby at The Financial Times reports that The Labour
party and union official at the center of this month's
Grangemouth industrial dispute has resigned from his job at the
complex.

Ineos, the owner of the plant, said the company had conducted an
investigation into Stevie Deans' activities over the past 18
months and found that during working hours, he regularly
conducted business unrelated to his job as a Unite union convener
at Grangemouth, the FT relates.

According to the FT, a company spokesperson said that most of
this was related to his role as head of the local Falkirk
Constituency Labour party.

Mr. Deans, who had worked at Grangemouth for 24 years, was
presented with the results of the investigation last Thursday and
given, at his request, until yesterday to respond to the
allegations, the FT discloses.  Ineos, as cited by the FT, said
he has chosen to resign.

When Mr. Deans was suspended in relation to the investigation
earlier this month, Unite responded by accusing the company of
"sinister" victimization and balloted its members at the complex,
the FT discloses.  They began a work-to-rule and an overtime ban
and threatened a two-day strike, which was later cancelled, the
FT recounts.

Mr. Deans was reinstated although the investigation continued,
the FT relays. Ineos shut down the plant in anticipation of the
planned strike and did not restart it after the strike was called
off, according to the report.  It instead threatened to close
what is Scotland's largest industrial complex unless the
workforce accepted a pay freeze and changes to working conditions
and union representation, the FT discloses.

A majority of union members refused to accept the company's
plans, a move Ineos responded to by shutting the Grangemouth
petrochemical plant, with the loss of 800 jobs, and putting the
future of the neighboring oil refinery under review, the FT
relates.

Unite caved in and accepted the survival plan, which prompted
Ineos last Friday to agree to reopen the whole complex and invest
GBP300 million, the FT relays.

According to the FT, Ineos said the investigation found Mr. Deans
has sent more than 1,000 non-Ineos emails while at work, the
majority of which were related to his Labour activities.  He also
allegedly misinformed Ineos about the events away from
Grangemouth, the FT states.

                        About INEOS Group

INEOS Group is the world's third largest chemical company
consisting of some 15 businesses.  Product lines include ethylene
oxide-based specialty and intermediate chemicals, fluorochemicals
used as refrigerants and propellants, and phenol and acetate
products. INEOS Chlor makes chlor-alkali chemicals.  INEOS Group
was formed in 1998 after CEO Jim Ratcliffe, who controls the
group, led a management buyout.  It now operates more than 60
manufacturing facilities in 13 countries worldwide.  Ratcliffe
has placed INEOS among the world's top chemical companies (with
ExxonMobil, Dow, and BASF) through his many and varied
acquisitions.


LIVINGSTON FC: Averts Administration Following Cash Injection
-------------------------------------------------------------
Anthony Brown at Edinburgh Evening News reports that Livingston
Football Club has staved off the possibility of going into
administration for a third time in nine years after majority
shareholder Neil Rankine and other local businessmen eased their
predicament with a
six-figure investment.

According to Edinburgh Evening News, Mr. Rankine, a silent
partner after leading a takeover in 2009, admitted going into
administration would have made sense on a financial level, with
the club saddled by GBP1.7 million of debt and toiling to meet
their outgoings in the coming weeks.

However, he admitted that they feared Scottish football's
authorities would have come down doubly hard on them in light of
their previous instances of administration, Edinburgh Evening
News notes.

The investment, achieved with the aid of Supporters Direct
Scotland, has helped pay wages and outstanding bills -- totaling
more than GBP100,000 -- at the West Lothian club, which were due
in the next few weeks, Edinburgh Evening News discloses.

The bulk of the club's debt is owed in the form of interest-free
loans to Mr. Rankine, chairman Gordon McDougall, vice-chairman
Robert Wilson and recently-departed chief executive Ged Nixon,
with the first three agreeing to have GBP1 million of the monies
due to them converted into equity by virtue of a share issue,
Edinburgh Evening News states.

Livingston Football Club, also known as Livingston and familiarly
as Livi, is a Scottish professional football club based in
Livingston, West Lothian.


MARLIN FINANCIAL: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
rating (CFR) to Marlin Financial Intermediate II Ltd (Marlin), a
company purchasing past due consumer debt. Moody's has also
assigned a B2 rating to the GBP150 million long term senior
secured bond issued by Marlin Intermediate Holdings plc. The
outlook is stable on all ratings.

Moody's ratings on Marlin confirm the provisional ratings
assigned on July 17, 2013. The final terms and conditions of the
senior secured bond issuance, which was fully placed as at
July 25, 2013, are in line with the draft documentation reviewed
for the provisional (P)B2 rating assigned on July 17, 2013.

Ratings Rationale:

Marlin operates in the UK consumer debt market as a purchaser of
consumer debt from the financial services industry. The company
acquires aged debt at a deep discount to the total outstanding
balance and uses in-house and outsourced collections and legal
teams and a multi-channel communications strategy (phone calls,
texts, emails etc) to contact the debtors and start the process
of debt collection.

As outlined in the Moody's Press Release dated 17 July 2013, the
CFR of B2 positively reflects Marlin's market positioning,
historical profitability at the operating level, improving
operating cash flow, low levels of concentration risk in terms of
borrowers, as well as the firm's positioning relative to peers
operating in the UK market. At the same time the rating is
constrained by the modest level of tangible common equity, the
company's monoline business model, its concentrated debt maturity
profile, a certain, albeit still modest level of concentration
risk in terms of suppliers (i.e. debt originators in the
financial services industry) and model risk in terms of valuation
and pricing of its purchased debt portfolio (i.e. the risk of the
models over-estimating projected cash flow generation of a
portfolio of purchased debt).

Marlin's refinancing package incorporates GBP150 million Senior
Secured Notes, which are guaranteed on a senior basis by Marlin
and all material subsidiaries of Marlin Financial Group (the
ultimate holding company of the group), as well as a GBP25
million Revolving Cash Facility (RCF), fully undrawn at issuance.
Both the senior secured notes and the RCF are secured by a first
ranking security interest in substantially all the assets of the
issuer and the guarantors.

The following ratings have been assigned:

Marlin Financial Intermediate II Ltd

  Corporate Family Rating, Assigned B2

Marlin Intermediate Holdings plc

  Senior Secured Bond, Assigned B2

What Could Change The Rating Up/Down:

Upward rating pressure could arise from a significant improvement
in profitability on a pre-tax basis and sustained improvement in
the leverage metrics (debt-to-adjusted EBITDA) to below 2.5x,
while maintaining other financial metrics and ratios at current
levels.

The rating could come under downward pressure due to (i)
significant deterioration in income from operations (after
interest expense) and cash flow from operations, stemming from
factors such as underperforming collections productivity,
underperforming portfolio acquisitions and lower than forecast
collections; or (ii) no improvement in capital position and
leverage within the restricted group or sustained decline in
operating performance, leading to a debt ratio which is higher
than 4.0 times adjusted EBITDA; or (iii) significant decline in
interest coverage, with an adjusted EBITDA-to-interest expense
ratio below 1.0x. As interest coverage is expected to improve
given the lower debt service cost of the new notes, remaining at
current levels would be seen as a negative rating factor.


SMARTSOURCE WATER: Goes Into Liquidation
----------------------------------------
David Millward at getreading reports that Smartsource Water, a
Reading company which claimed it could guarantee householders and
businesses savings on their water bills, has gone into
liquidation.

It is feared homeowners and businesses could be been left owing
thousands of pounds to water companies after the collapse of
Smartsource Water, getreading relates.

According to the report, the Consumer Council for Water said it
is working with water companies to help protect customers who
have paid money which has not been passed on.

Smartsource Drainage and Water Reports Ltd was founded in 2008 by
two former water company executives, Maureen Murphy and Peter
Kaye.

The company, based in Brook Drive, Green Park, appeared to be
thriving in July this year, when it was reported the firm had
signed a 10-year deal to move into Fountain House, in Queen's
Walk, to support its expansion and with recruitment plans under
way, the report discloses.


                            *********

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
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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-
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Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
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A. Chapman, Editors.

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

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