TCREUR_Public/131106.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

         Wednesday, November 6, 2013, Vol. 14, No. 220

                            Headlines

G R E E C E

DRYSHIPS INC: Posts US$63.9-Mil. Net Loss in Third Quarter
GREECE: Resumes Talks with Creditors Over Bailout Terms


I R E L A N D

ARNOTTS: Management Secures Backer to Bid for IBRC Loans
AVOCA CAPITAL: S&P Assigns Prelim. 'BB' Rating to Class E Notes
IRELAND: January-October Corporate Insolvencies Down 19%
LYRATH RESORT: Receivership Begins to Pay Dividends
ULSTER BANK: To Face Full Review of Operations by Parent


I T A L Y

BANCA DELLE MARCHE: Moody's Withdraws Caa1 Unsec. Notes Rating
MARCOLIN SPA: Moody's Assigns '(P)B2' CFR; Outlook Positive
MARCOLIN SPA: S&P Assigns Preliminary 'B-' CCR; Outlook Stable


L A T V I A

LIEPAJAS METALURGS: Files for Bankruptcy; Owes EUR112 Million


N E T H E R L A N D S

ADAGIO CLO: Moody's Cuts Rating on EUR14.55MM Notes From 'Ba3'
AEG POWER: S&P Cuts Corp. Credit Rating to 'CCC-'; Outlook Neg.
ADRIA MIDCO: Moody's Assigns '(P)B2' CFR; Outlook Stable
FAXTOR ABS 2004-1: S&P Raises Rating on Class BE Notes From BB+
PANTHER CDO III: S&P Cuts Ratings on Two Note Classes to CCC+


R U S S I A

IG SEISMIC: Moody's Assigns 'B2' CFR; Outlook Stable
SUEK PLC: Moody's Assigns Ba3 Corp Family Rating; Outlook Stable
VORONEZH REGION: Fitch Raises LT Currency Ratings to 'BB+'


S P A I N

ABENGOA SA: S&P Affirms 'B/B' Corp Credit Ratings; Outlook Neg.
AXA SEGUROS: S&P Affirms 'BBpi' Financial Strength Rating
ZINC CAPITAL: Moody's Lowers Rating on EUR300MM Notes to 'B3'


U K R A I N E

CRIMEA REPUBLIC: S&P Lowers ICR to 'B-'; Outlook Negative
DNIPROPETROVSK CITY: S&P Lowers Issuer Credit Rating to 'B-'
IVANO-FRANKIVSK: S&P Lowers ICR to 'B-'; Outlook Negative
KYIV CITY: S&P Revises Outlook to Negative & Affirms 'B-' Rating


U N I T E D   K I N G D O M

BLOCKBUSTER: Future of Barnstaple Store Looks Uncertain
CO-OPERATIVE BANK: Plan B Better for Retail Investors
CO-OPERATIVE GROUP: S&P Assigns 'CCC+' Rating to GBP238.2MM Notes
CORNERSTONE TITAN 2006-1: S&P Withdraws 'D' Rating on 3 Notes
ERIC FRANCE: November 12 Auction Scheduled for Luxury Goods

LANGTON MATRAVERS: In Administration on Cash Flow Difficulties
VITAL SERVICES: Collapses Into Administration, 2,200 Jobs at Risk


                            *********


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G R E E C E
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DRYSHIPS INC: Posts US$63.9-Mil. Net Loss in Third Quarter
----------------------------------------------------------
DryShips Inc., an international provider of marine transportation
services for drybulk and petroleum cargoes, and through its
majority owned subsidiary, Ocean Rig UDW Inc., or Ocean Rig, of
offshore deepwater drilling services, on Nov. 4 announced its
unaudited financial and operating results for the third quarter
ended September 30, 2013.

Third Quarter 2013 Financial Highlights

* For the third quarter of 2013, the Company reported a net loss
   of US$63.9 million, or US$0.17 basic and diluted loss per
   share.

   Included in the third quarter 2013 results are:

   - Non-cash write offs and breakage costs associated with the
     full repayment of Ocean Rig's US$800.0 million secured term
     loan agreement and the two US$495.0 million senior secured
     credit facilities totaling US$61.1million or US$0.16 per
     share.

   - Excluding the above item, the Company's net results would
     have  amounted to a net loss of US$27.6 million, or US$0.07
     per share. (1)

* The Company reported Adjusted EBITDA of US$183.6 million for
   the third quarter of 2013, as compared to US$141.0 million for
   the third quarter of 2012. (2)

Recent Highlights

* On November 4, 2013, the Ocean Rig Mylos, commenced drilling
   operations under the three year contract with Repsol Sinopec
   Brazil S.A.

* On October 30, 2013, the Company signed a Firm Summary of
   Terms and Conditions with HSH Nordbank, as Agent, for an
   amendment of certain terms under the Company's US$628.8
   million Senior and Junior loan agreements dated March 31,
   2006, as amended.  Under the terms of this agreement, the
   lending syndicate led by HSH has agreed to apply the
   currently-pledged restricted cash of US$55 million against the
   next five quarterly installments. In addition the lending
   syndicate has agreed to relax various financial covenants up
   till the end of 2014.  This agreement is subject to definitive
   documentation which we expect to complete by the end of
   November 2013.

* The Company's subsidiary, Ocean Rig, achieved 98.4% average
   fleet wide operating performance for the third quarter of
   2013.

* The deliveries of the new buildings Ocean Rig Skyros and Ocean
   Rig Athena are rescheduled for January 2014 and February 2014
   respectively, due to the late delivery of third party and sub-
   supplier equipment.

* On October 29, 2013, Ocean Rig agreed with a major oil company
   to extend for 60 days the expiration of the previously
   announced Letter of Award for the Company's ultra deepwater
   drillship Ocean Rig Skyros.

* On October 4, 2013, the Company entered into a sales agreement
   with Evercore Group L.L.C., in connection with an at-the-
   market offering for up to US$200 million of the Company's
   common shares.  During October 2013, 5,891,234 common shares
   were issued and sold at an average share price of US$3.51 per
   share pursuant to the at-the-market offering, resulting in net
   proceeds of US$20.2 million, after deducting commissions.

George Economou, Chairman and Chief Executive Officer of the
Company, commented: "We are pleased to announce the recently-
signed agreement with the banking syndicate led by HSH.  Earlier
this year, we accelerated our discussions with our lenders to
lower our upcoming debt service requirements and concluded an
agreement with a lender to, among other things, defer certain
principal installments until maturity.  This new agreement allows
us to use US$55 million of restricted cash on our balance sheet
to prepay scheduled principal installments, thereby reducing our
capital costs during 2014 by US$55 million.  Furthermore, this
new agreement has certain other beneficial clauses including the
relaxation of certain financial covenants.  This transaction
highlights the high degree of trust shown in us by financial
institutions who I believe are now starting to recognize
borrowers that have navigated the market downturn.

"We are satisfied with the interim results of our at-the-market
equity offering, which was designed to be funded on an
opportunistic basis.  Accordingly, we have sold approximately 5.9
million shares at an average price of US$3.51 per share resulting
in net proceeds of approximately US$20.2 million.  Going forward
we intend to continue to fund this on an opportunistic basis.

"The drybulk market continues its recovery lately in the larger
asset classes and as a result, asset prices across the board are
rising.  We are cautiously optimistic, expecting a sustainable
recovery in 2014 and beyond and believe DryShips is well
positioned to take advantage of the ensuing recovery in charter
rates in the drybulk and tanker sectors.  As far as the offshore
drilling outlook is concerned, we are pleased with Ocean Rig's
solid results for the quarter.  As the largest shareholder in
Ocean Rig, we believe it is optimally positioned in the ultra-
deepwater drilling market and we continue to be positive about
the prospects for Ocean Rig, whose contract backlog currently
stands at approximately US$5.8 billion."

               Financial Review: 2013 Third Quarter

The Company recorded a net loss of US$63.9 million, or US$0.17
basic and diluted loss per share, for the three-month period
ended September 30, 2013 as compared to a net loss of US$51.3
million, or US$0.13 basic and diluted loss per share, for the
three-month period ended September 30, 2012.  Adjusted EBITDA was
US$183.6 million for the third quarter of 2013, as compared to
US$141.0 million for the same period in 2012.(3)

For the drybulk carrier segment, net voyage revenues (voyage
revenues minus voyage expenses) amounted to US$37.4 million for
the three-month period ended September 30, 2013, as compared to
US$41.1 million for the three-month period ended September 30,
2012.  For the tanker segment, net voyage revenues amounted to
US$14.5 million for the three-month period ended September 30,
2013, as compared to US$9.0 million for the same period in 2012.
For the offshore drilling segment, revenues from drilling
contracts increased by US$42.8 million to US$328.5 million for
the three-month period ended September 30, 2013, as compared to
US$285.7 million for the same period in 2012.

Total vessels', drilling rigs' and drillships' operating expenses
and total depreciation and amortization decreased to US$155.6
million and increased to US$92.4 million, respectively, for the
three-month period ended September 30, 2013, from US$181.1
million and US$84.6 million, respectively, for the three-month
period ended September 30, 2012.  Total general and
administrative expenses increased to US$54.1 million in the third
quarter of 2013, from US$35.3 million during the comparative
period in 2012.

Interest and finance costs, net of interest income, amounted to
US$131.0 million for the three-month period ended September 30,
2013, compared to US$51.9 million for the three-month period
ended September 30, 2012.

(1) The net result is adjusted for the minority interests of
40.56% not owned by Dryships Inc. common stockholders. (2)
Adjusted EBITDA is a non-GAAP measure; please see later in this
press release for reconciliation to net income. (3) Adjusted
EBITDA is a non-GAAP measure; please see later in this press
release for a reconciliation to net income.

                       About DryShips Inc.

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

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

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

                       Going Concern Doubt

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

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


GREECE: Resumes Talks with Creditors Over Bailout Terms
-------------------------------------------------------
Marcus Bensasson at Bloomberg News report that Greek Prime
Minister Antonis Samaras said the country can't accept across-
the-board wage and pension cuts as his government resumes talks
with its creditors over the terms for keeping bailout loans
flowing.

Finance Minister Yannis Stournaras was set yesterday to host the
troika, comprising representatives of the European Commission,
European Central Bank and International Monetary Fund, who are
back in Athens following a five-week hiatus, Bloomberg relates.
According to Bloomberg, as Mr. Stournaras seeks to convince them
that Greece is complying with its bailout terms, one disagreement
involves the extent of fiscal measures needed for Greece to
achieve its budget-deficit targets.

Greece is in the sixth year of a recession that has destroyed
about a quarter of its gross domestic product and sent the
unemployment rate soaring to almost 28%, the highest in the euro
area, Bloomberg discloses.  As labor unions prepare to hold a
general strike today against austerity measures tied to Greece's
EUR240 billion (US$324 billion) of bailouts, Mr. Samaras has
staked his credibility on avoiding more across-the-board cuts to
wages and pensions, Bloomberg relays.



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ARNOTTS: Management Secures Backer to Bid for IBRC Loans
--------------------------------------------------------
Ciaran Hancock at The Irish Times reports that the management
team at Arnotts is believed to have secured a backer willing to
bid for the retailer's loans with Irish Bank Resolution
Corporation, which are up for sale.

According to The Irish Times, it is unclear who the backer is but
informed sources said it was a party "knowledgeable of retail".
Ulster Bank, which jointly controls Arnotts with IBRC, is
understood to be supportive of this bid, although this could not
be confirmed with the British lender on Monday night, The Irish
Times notes.

The offer is believed to have made it through to the second stage
of bidding for the loans, which is being run by the bank's
special liquidators at KPMG, The Irish Times says.

IBRC's loans to Arnotts amount to about EUR230 million, while
Ulster Bank is owed about EUR140 million, The Irish Times
discloses.

The two lenders took joint control of Arnotts in 2010 and Ulster
Bank's support for a bid will be seen as key for any group
seeking to purchase Arnotts' IBRC loans, The Irish Times
recounts.

Arnotts, which is led by chairman Nigel Blow and chief executive
Ray Hernan, engaged financial group Investec to seek a potential
acquirer for the IBRC loans, The Irish Times relates.

The management team faces stiff competition to acquire the IBRC
loans with United Kingdom department-store retailer Selfridges
also believed to be through to the second round of bidding, The
Irish Times states.

Boston-based Palladin Consumer Retail Partners, which ran Arnotts
on behalf of its lenders for three years, is also believed to
have expressed an interest in the company's IBRC loans but it is
unknown if it has been shortlisted, The Irish Times says.

The market value is likely to be well below the face value of the
retailer's loans, according to The Irish Times.

Arnotts' loan is being sold as part of IBRC's Evergreen
portfolio, The Irish Times states.

The liquidators intend to open a data room on Nov. 11 to
shortlisted parties with Dec. 6 set as the date for full and
final bids, The Irish Times discloses.

They would then hope to sign contracts with the successful
bidders by Dec. 31, the deadline set by the Government, The Irish
Times relates.

Any loans not sold by the liquidators of IBRC will be transferred
to the National Asset Management Agency to be worked out over
time, according to The Irish Times.

Arnotts is an Irish retailer.


AVOCA CAPITAL: S&P Assigns Prelim. 'BB' Rating to Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to Avoca Capital CLO X Ltd.'s floating-rate class
A, B, C, D, and E notes.  At closing, Avoca Capital CLO X will
also issue an unrated subordinated class of notes.

S&P's preliminary ratings reflect its assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B' rating.  S&P considers that the portfolio at
closing will be diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds.

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

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

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

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

Following the application of S&P's nonsovereign ratings criteria,
it considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary rating levels.
This is because the concentration of the pool comprising assets
in countries rated lower than 'A-' is limited to 10% of the
aggregate collateral balance.

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

Avoca Capital CLO X is a European cash flow collateralized loan
obligation (CLO), mainly comprising euro-denominated leveraged
loans and bonds issued by European borrowers. Avoca Capital
Holdings is the collateral manager.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.

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

        http://standardandpoorsdisclosure-17g7.com/1964.pdf

RATINGS LIST

Avoca Capital CLO X Ltd.
EUR310.75 Million Senior Secured Floating-Rate Notes
and Subordinated Notes

Class                 Prelim.          Prelim.
                      rating            amount
                                      (mil. EUR)

A                     AAA (sf)          166.00
B                     AA (sf)            47.50
C                     A (sf)             14.75
D                     BBB (sf)           20.00
E                     BB (sf)            19.00
Subordinated          NR                 43.50

NR-Not rated.


IRELAND: January-October Corporate Insolvencies Down 19%
--------------------------------------------------------
According to the latest insolvency statistics published by
www.insolvencyJournal.ie, corporate insolvencies for January to
October 2013 stand at 1,141.  This is a 19% drop when compared
with the same period last year, which totaled 1,408,
InsolvencyJournal.ie discloses.  The figure for the month of
October this year was 116 compared with 126 for October 2012, a
decrease of 8%, InsolvencyJournal.ie states.

InsolvencyJournal.ie relates that commenting on the slowing down
of business failures, David Van Dessel, Partner with
kavanaghfennell, said, "Although there has been a noticeable drop
in corporate insolvency activity during 2013, with the statistics
consistently indicating a 20% reduction in activity (when
compared to 2012 figures), the slowdown in corporate insolvencies
has not accelerated.  This is a little surprising as one would
have expected the slowdown in corporate insolvency to increase in
pace during 2013, which it hasn't, it has remained relatively
constant, albeit at a lower rate of incidence."

Receivership totals are down 13% year on year with a total of 329
recorded for the first ten months of 2012 compared to 285 from
January to October this year, InsolvencyJournal.ie
discloses.  According to InsolvencyJournal.ie, liquidations,
including both Court Liquidation and Creditor Voluntary
Liquidations total 838 so far this year, a 21% decrease on 2012
totals for the same period.

Examinerships have also seen a decrease year on year from 21
(January to October 2012) to 18 (January to October 2013),
InsolvencyJournal.ie states.

Hospitality corporate insolvencies for the first ten months of
2013 total 134, an increase of just 1 insolvency when compared
with 2012 totals for the same period (133), InsolvencyJournal.ie
says.

Retail corporate insolvencies have seen a decrease of 6.8% from
176, January to October 2012, to 164, January to October 2013,
InsolvencyJournal.ie discloses.

Corporate insolvencies across the motor industry have shown an
increase each month this year with totals from January to October
2013 at 36, a 56% increase on the same period last year which
totaled 23, InsolvencyJournal.ie relays.

Corporate insolvencies in the manufacturing industry have seen a
substantial decrease of 44% from January to October 2012 (116) to
January to October 2013 (65), InsolvencyJournal.ie notes.

Corporate insolvencies for the construction sector have seen a
17% year on year decrease with 346 failures recorded for the
first ten months of 2012 compared to the total of 286 so far this
year, according to InsolvencyJournal.ie.

Commenting on his outlook for the last two months of the year,
Mr. Van Dessel said, "I see no great change in the current
insolvency trend of an approx. 20% year on year decrease.  The
Christmas rush is likely to give the retail sector specifically a
welcome boost as it is still struggling despite the overall
insolvency slowdown.  Furthermore, I look forward to working with
the new Examinership legislation, which should allow many
companies to navigate through a difficult financial patch and
thus avoid the more terminal process of liquidation."


LYRATH RESORT: Receivership Begins to Pay Dividends
---------------------------------------------------
Gordon Deegan at Irish Examiner reports that the receivership of
five-star Lyrath resort hotel in Co Kilkenny is beginning to pay
dividends for the Bank of Scotland.  The report relates that
according to new documents lodged with the Companies Office
showing that the Bank of Scotland has received an interim
distribution of EUR750,000 through the receivership of the
property.

Loans from the bank helped bankroll the development and opening
of the Xavier McAuliffe hotel in 2006, according to Irish
Examiner.

The report notes that a self-made multi-millionaire, Mr.
McAuliffe established the Co Kerry-based Spectra group and is
part of the consortium that operates the GoSafe Speed vans.
However, in May 2012, the Bank of Scotland appointed Kieran
Wallace of KPMG as receiver to the 137-bedroom resort spa hotel,
the report relates.

Irish Examiner discloses that the first receiver extracts to be
lodged showing how the business has performed show that the hotel
generated revenues of EUR8.845 million in the 12 months between
May 25, 2012 and May 24, 2013.

The report notes that the documents show that EUR750,000 has been
paid to the secured creditor in an interim distribution.  The
report relates that the filings show that the receiver has spent
EUR308,525 on management fees; EUR2.923 million on wages; EUR3.41
million to trade suppliers and EUR1.03 million to revenue over
the 12 months.


ULSTER BANK: To Face Full Review of Operations by Parent
--------------------------------------------------------
BreakingNews.ie reports that Ulster Bank will face a full review
of its operations by its parent company the Royal Bank of
Scotland.

RBS on Nov. 1 said that the review will be concluded by the end
of February next year, BreakingNews.ie discloses.

In a statement issued on Nov. 1, EUR10.5 billion of the bank's
loans will be put into an internal bad bank and wound down over
time, BreakingNews.ie discloses.

RBS, as cited by BreakingNews.ie, said it needed to ensure that
Ulster had a viable future and a sustainable business model.

According to BreakingNews.ie, the bank claims that the
announcement is not expected to have any impact on customers, and
it is "business as usual."

Ulster, BreakingNews.ie says, is already undergoing a swinging
restructuring to save costs, slashing its branch network from 214
to between 175 and 185 by the end of 2014 and cutting its
workforce from around 5,800 full-time staff to between 4,000 and
4,500 by 2016.

The bank was hit hard by the financial crisis and the bursting of
the property bubble, leaving it with hefty arrears and toxic
property debts, BreakingNews.ie recounts.

Ulster is the largest bank in Northern Ireland and the third
largest in the Republic of Ireland, with more than 1.9 million
customers.  It is also the last British-owned retail bank in
Northern Ireland.

                             Bailout

As reported by the Troubled Company Reporter-Europe on June 11,
2013, The Irish Times, citing The London Times, related that
Ulster Bank accounted for one in four pounds of losses at state-
owned Royal Bank of Scotland.  Ireland was given a "back-door
bailout" worth around GBP10 billion (EUR11.5 billion) by Britain
in "an arrangement that was never explicitly approved by
parliament", the Irish Times said, citing a report on June 10.
According to the Irish Times, The London Times claimed Ulster
Bank accounted for about a quarter of losses since 2008 at the
state-owned Royal Bank of Scotland, which is 81% owned by British
taxpayers after a GBP45 billion state bailout five years ago.
Quarterly reports after the Irish property market collapsed in
2010 show losses at Ulster Bank amounted to GBP10 billion,
exceeding those in the rest of the RBS group combined, the Irish
Times disclosed.  The money pumped into Ulster Bank is more than
three times the GBP3.25 billion direct loan offered by the
British government to Ireland in 2010, which was approved by
parliament after a heated debate and vote, the Irish Times noted.

                       About Ulster Bank

Ulster Bank Group -- http://www.ulsterbank.ie/-- is a wholly
owned subsidiary of the enlarged RBS group.  First Active, a
leading mortgage provider, was acquired by Ulster Bank Group in
January 2004 in a EUR887 million transaction.  Serving personal
and small business customers, Ulster Bank Retail Markets provides
Branch Banking and Direct Banking throughout the Republic of
Ireland and Northern Ireland.  Ulster Bank Corporate Markets
caters for the banking needs of business and corporate customers,
treasury and money market activities, asset financing, wealth
management, ebanking and international services, with a continued
focus on providing customer choice and value.



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BANCA DELLE MARCHE: Moody's Withdraws Caa1 Unsec. Notes Rating
--------------------------------------------------------------
Moody's has withdrawn all Banca delle Marche S.p.A ratings,
because it believes it has insufficient or otherwise inadequate
information to maintain the ratings.

At the time of withdrawal, Banca Marche's ratings were as
follows:

   -- Bank Financial Strength: E

   -- Standalone Baseline Credit Assessment: ca

   -- Bank Deposits: Caa1 on review for downgrade / Not-Prime

   -- Senior Unsecured: Caa1 on review for downgrade

   -- Senior Unsecured MTN: (P)Caa1 on review for downgrade

   -- Subordinate: C

   -- Subordinate MTN: (P)C

   -- Tier II Debt MTN: (P)C

   -- Junior Subordinate MTN: (P)C

   -- Backed Senior Unsecured, originally issued by Mediocredito
      Fondiario Centro Italia S.p.A.: Caa1 on review for
downgrade

Rationale for the Withdrawal:

Moody's said it withdrew Banca Marche's ratings because it will
not be able to obtain any information from the bank in the coming
months. Banca Marche is currently under the administration of the
Bank of Italy; during the administrations, which last one year
and can also be extended further, banks do not release any
financial information to the public.

On October 25, the Bank of Italy removed Banca Marche's board of
directors and board of statutory auditors, and put the bank under
the administration of commissioners appointed by the regulator.
The Bank of Italy's decision follows two months in which Banca
Marche was under temporary administration. The temporary
administration was triggered by the publication of the bank's
semi-annual results, which showed a total capital ratio below
regulatory minimum.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


MARCOLIN SPA: Moody's Assigns '(P)B2' CFR; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
corporate family rating (CFR) to Marcolin S.p.A., an Italian
designer, manufacturer and distributor of eyewear. Concurrently,
Moody's has also assigned a provisional (P)B2 senior secured
rating to the group's proposed issuance of EUR200 million of
notes due 2019. The outlook on all ratings is positive. This is
the first time Moody's has assigned ratings to Marcolin.

Ratings Rationale:

"The provisional (P)B2 ratings assigned to Marcolin reflect the
group's good geographic and product diversification and the
expectation of rapid deleveraging. However, the rating is
constrained by the group's modest size, the exposure of some of
its products to discretionary spending, the exposure to license
renewal and a degree of integration risk following the planned
acquisition of Viva Optique Inc. ("Viva")," says Paolo
Leschiutta, a Moody's Senior Credit Officer - Vice President and
lead analyst for Marcolin. "The rating assumes that the group
will generate positive free cash flow and reduce its financial
leverage over the next 12 to 18 months," adds Mr. Leschiutta.

Marcolin is planning to issue EUR200 million senior secured notes
to repay existing debt and finance the acquisition of Viva, a US-
based eyewear wholesaler. Following the acquisition, which is
expected to complete before the end of 2013, the combined group
is expected to reach 4th position in the global eyewear market
and to generate around EUR348 million of revenues and EUR37
million of EBITDA (excluding run-rate synergies) for the twelve
month ended June 30, 2013.

In Moody's view, the two businesses have well-aligned strategies
and the combined group will benefit from (1) a better geographic
diversification (with the US and Europe representing 44% and 33%
respectively of revenues); (2) a balanced product offering of
sunglasses and prescription glasses; and (3) a reduced reliance
on single brands, with a mix of high-end and mainstream brands
and good coverage across price segments. Following the merger of
the two product portfolios, the more stable prescription frames
will represent 51% of group revenues (from the current 41%), with
sunglasses representing the balance.

While Marcolin will almost double the scale of its operations,
the combined business will retain some concentration risks, as
the company is expected to generate approximately 50% of its
revenues from the two core brands, while its top five brands will
represent approximately 69% of the revenues. However, the
company's relationships with the licensed brands tend to be
relatively stable. Marcolin's three largest brand licenses to
sell eyeglass will expire after the maturity of the notes,
providing a degree of revenue visibility.

Moody's also recognizes that the combination of the two
distribution networks and of the brands' portfolios will provide
the group with cross-selling and cost-reduction opportunities.
The pace of integration and the capability to realize the planned
synergies will, however, depend on market conditions which remain
fragile, particularly across Europe. In addition, the group
relies on several third-party suppliers, mainly in China,
exposing the group to increasing labor costs. This risk could be
mitigated with productivity improvements implemented at
suppliers' plants.

Pro forma for the refinancing and for the transaction, Moody's
expects the group to exhibit elevated financial leverage,
measured by the ratio debt/EBITDA, adjusted for operating leases
and pension deficits, of around 5.7x and a retained cash flow
(RCF)/net debt ratio of around 10%. These metrics will initially
position the group at the lower end of the rating category in
light of its modest size. However, limited capex needs of the
group and positive free cash flow generation further support the
credit rating and possible deleveraging in the next 12-18 months.
The integration process will not require significant investments
and the combined group is expected to maintain capex in the high
single-digit range each year.

Rationale For The Positive Outlook:

The positive outlook on the ratings reflects Moody's expectation
that Marcolin's will successfully integrate Viva and achieve the
targeted cross-selling opportunities. The outlook also captures
Moody's view that Marcolin will be able to weather the currently
challenging macroeconomic conditions, reducing financial leverage
over the next 12-18 months towards 4.5x.

What Could Change The Rating Up/Down:

Sustained improvement in operating performance leading to an RCF
to net debt in the high teens and a track record of positive free
cash flow generation could result in a rating upgrade. Downward
rating pressure could arise if the group's operating
profitability or liquidity profile deteriorates, or if prolonged
negative free cash flow results in a failure to reduce financial
leverage below 5.5x.

Founded in 1961 and based in Italy, Marcolin is a leading
designer, manufacturer and distributors of eyewear. During 2012,
pro-forma for the Viva acquisition, the group generated EUR358
million of revenues, and EUR44.9 million of EBITDA excluding one-
off and exceptional. The acquisition is expected to conclude by
YE 2013.


MARCOLIN SPA: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
preliminary long-term corporate credit rating to Italy-based
eyewear manufacturer Marcolin SpA.  The outlook is stable.

At the same time, S&P assigned its 'B' preliminary issue rating
to Marcolin's proposed EUR25 million super senior revolving
credit facility (RCF) due 2019.  The recovery rating on this
instrument is '2', indicating S&P's expectation of substantial
(70%-90%) recovery prospects for the lenders in the event of a
payment default.  S&P also assigned its 'B-' issue rating to the
proposed EUR200 million senior secured notes to be issued by
Marcolin.  The recovery rating on these notes is '4', indicating
S&P's expectation of average (30%-50%) recovery prospects for
noteholders in the event of a payment default.

The ratings reflect S&P's view that Marcolin's operating
performance will continue to strengthen after a weak 2012 and a
slow start in 2013.  S&P believes that Marcolin's operations will
benefit from moderately better economic conditions in Europe and
the U.S., the group's new license agreements, and synergies from
the acquisition of No. 2 U.S.-based eyewear player Viva.  S&P
also factors in its anticipation that Marcolin's balance sheet
will remain highly leveraged, based on its opinion of the
aggressive financial policy of its main shareholder, which is a
financial sponsor.

S&P views Marcolin's business risk profile as "vulnerable."  This
primarily reflects the group's No. 4 position in the global
eyewear market -- well behind dominant player Luxottica Group SpA
(BBB+/Positive/A-2) and No. 2 Safilo Group SpA (B/Positive/--).
Both competitors benefit from stronger and wider portfolios of
licensed brands than Marcolin's, in S&P's opinion.  S&P's
assessment of Marcolin's business risk profile further includes
its view of its high concentration of licenses (the top two
account for about 50% of sales), its meaningful exposure to the
cyclical sunglasses segment, which represents more than 40% of
sales, and its lack of sizeable house brands.  S&P also factors
in the weak operating performances of Marcolin and Viva in 2012
and the first half of 2013, as competition intensified in Europe
and weak consumer confidence persisted in all mature markets.

In addition, S&P incorporates in its assessment the group's
improved operating performance in the third quarter of 2013.  S&P
views positively Marcolin's somewhat predictable revenues base,
owing to long-term license agreements with its main licensors
(Tom Ford and Guess) and to signed agreements with new licensors
that will bring additional revenues in the coming years.

Marcolin's "highly leveraged" financial risk profile primarily
reflects its financial sponsor ownership and its calculations
that Standard & Poor's-adjusted debt-to-EBITDA ratio will remain
above 5x for the next two years, post transaction.  S&P's
assessment of Marcolin's financial risk also encompasses its
positive -- albeit small -- free cash flow generation and
adequate liquidity.

S&P's base-case scenario for Marcolin over the next two years
encompasses the following assumptions:

   -- An increase in sales due to new licensing contracts and the
      growth of existing licenses, reflecting its synergies with
      Viva, resulting in a wider product offering.

   -- Gradual improvements in EBITDA margins to about 14% in
      2015, reflecting better operating leverage and its
      synergies with Viva.

   -- Less than EUR8 million of annual capital expenditure,
      reflecting the group's light asset base since, pro forma
      the acquisition of Viva, Marcolin outsources more than 50%
      of its production to China.

   -- No dividend payments and no acquisitions.

The stable outlook reflects S&P's view that Marcolin will
continue to improve its operating performance, which has
strengthened in the third quarter of 2013, and maintain adequate
liquidity.  S&P anticipated that adjusted EBITDA margin will
recover to 14% in the next two years, and that free cash flow
will be positive.

S&P could lower the rating if Marcolin's performance does not
recover, leading to negative free cash flow generation and
pressure on the group's liquidity.  This could result from
declining performance on existing licenses, due to intensified
competition and persistently weak consumer demand.  It could also
result from the termination of various small licenses of the
group (because of the bankruptcy of the licensors, for example),
or from integration risks linked to the Viva acquisition.

S&P views an upgrade as remote at this stage, due to weak
operating performance, uncertainties linked to the integration of
Viva, and financial sponsor ownership.  Nevertheless, S&P could
consider a positive rating action if Marcolin improves its
operating performance on a sustainable basis and enhances its
diversification.  Improvement and stabilization of profitability
and reduction in brand concentration -- coming from additional
brand licenses or sizeable house brands -- could prompt a
revision of the group's business risk profile.



===========
L A T V I A
===========


LIEPAJAS METALURGS: Files for Bankruptcy; Owes EUR112 Million
-------------------------------------------------------------
Juris Kaza at Dow Jones Newswires reports that Inta Kurpa, a
spokesperson for the Liepaja Court, confirmed Liepajas Metalurgs,
the only producer of rolled steel in the Baltic countries, has
filed for bankruptcy.

According to Dow Jones, the move had been expected since the
administrator, appointed to oversee the company while it is under
protection from creditors, determined that Liepajas Metalurgs had
failed to meet the terms of a restructuring plan approved by the
Liepaja Court.

Ralfs Vilands, a spokesman for the administrator, also confirmed
that bankruptcy papers were filed on Monday, Dow Jones relates.

Ms. Kurpa, as cited by Dow Jones, said the next step was for the
bankruptcy case to be assigned to a judge, who must then rule on
the petition within 14 days of the filing.

Mr. Vilands said a ruling declaring the metalworking company
bankrupt was a formality, since the case had been before the
court in an action to protect Liepajas Metalurgs from creditors
while it attempted to restructure its business, Dow Jones relays.

The bankruptcy judgment would be followed by the appointment of
an administrator, the creation of an inventory of the company's
assets and a meeting with creditors, Dow Jones states.

Mr. Vilands, as cited by Dow Jones, said this could take up to
six months.

The government was forced to pay off a EUR67.5 million (US$91
million) loan guarantee to Italian lender UniCredit, when
Liepajas Metalurgs -- essentially owned by three investors --
lacked funds earlier this year to pay back debt raised to finance
the modernization of foundry furnaces and metalworking equipment,
Dow Jones recounts.

As of the bankruptcy filing, the company still owes the
government and state-owned companies EUR112 million, Dow Jones
discloses.

Investors in the company have cited various issues for the
company's demise, ranging from mismanagement to a weak European
steel industry to falling demand for steel reinforcement rods,
Dow Jones notes.

Liepajas metalurgs is a Latvian metallurgical company.



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


ADAGIO CLO: Moody's Cuts Rating on EUR14.55MM Notes From 'Ba3'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
following notes issued by Adagio CLO I B.V.:

EUR4.8M Class B-1 Senior Floating Rate Notes due 2019, Upgraded
to Aaa (sf); previously on Feb 1, 2013 Upgraded to Aa2 (sf)

EUR21.2M Class B-2 Senior Fixed Rate Notes due 2019, Upgraded to
Aaa (sf); previously on Feb 1, 2013 Upgraded to Aa2 (sf)

EUR13.5M Class C Senior Subordinated Deferrable Floating Rate
Notes due 2019, Upgraded to Aaa (sf); previously on Feb 1, 2013
Upgraded to Baa1 (sf)

EUR14.55M Class D-1 Senior Subordinated Deferrable Floating Rate
Notes due 2019, Upgraded to A1 (sf); previously on Feb 1, 2013
Upgraded to Ba3 (sf)

EUR1.7M Class D-2 Senior Subordinated Deferrable Fixed Rate Notes
due 2019, Upgraded to A1 (sf); previously on Feb 1, 2013 Upgraded
to Ba3 (sf)

EUR4.5M Class S Combination Notes due 2019, Upgraded to A1 (sf);
previously on Feb 1, 2013 Upgraded to Ba2 (sf)

Moody's also affirmed the rating of the Class A-1 and Class A-2
notes issued by Adagio CLO I B.V.:

EUR200M Class A-1 Senior Floating Rate Notes (current balance is
EUR 30.8M) due 2019, Affirmed Aaa (sf); previously on Feb 1, 2013
Affirmed Aaa (sf)

EUR7M Class A-2 Senior Fixed Rate Notes (current balance is EUR
1.6M) due 2019, Affirmed Aaa (sf); previously on Feb 1, 2013
Affirmed Aaa (sf)

Adagio CLO I B.V., issued in October 2004, is a multi-currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield senior secured European loans. The portfolio is
managed by AXA Investment Managers Paris S.A. This transaction
has passed the reinvestment period in November 2009.

Ratings Rationale:

According to Moody's, the upgrades of the Class B, C and D notes
result primarily from significant amortization. Since the last
rating action in February 2013, EUR80.4M or 55% of the underlying
portfolio has amortized resulting in an increase in
overcollateralization ("OC") ratios.

In particular, the Class A-1 and A-2 notes have been paid down by
EUR 37.3 million (18% of the original balance) in total at the
May 2013 payment date. As a consequence the OC ratios of the all
rated notes have improved. As of the latest trustee report dated
September 2013, the Class A/B, Class C and Class D OC ratios are
reported at 194.82%, 158.24% and 129.08%, respectively, versus
Jan 2013 reported levels of 158.10%, 138.57% and 120.62%
respectively.

Furthermore, EUR47.1 million of the principal proceeds are
available as of the latest trustee report dated September 2013.
At the next payment date in November 2013, Moody's expects that
the Class A-1 and A-2 notes will be fully repaid and the OC
ratios of the Class B, Class C and Class D notes will increase
and stand in excess of 590%, 270% and 160% respectively.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class S,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date minus the aggregate of
all payments made from the Issue Date to such date, either
through interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee. Currently the Rated Balance of the
Combination Notes is more than covered by the Class D balance.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of EUR112.7 million, defaulted par of EUR4.5
million, a weighted average default probability of 22.9%
(consistent with a WARF of 4,411), a weighted average recovery
rate upon default of 46.02% for a Aaa liability target rating, a
diversity score of 11 and a weighted average spread of 3.62%. The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 88.63% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the remainder non first-lien loan corporate assets would recover
15%. In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
relevant factors. These default and recovery properties of the
collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed.

In addition to the base case analysis described above, Moody's
also performed sensitivity analyses on key parameters for the
rated notes:

  Deterioration of Credit Quality to Address the Refinancing
Risks
  -- Approximately 30.6% of the portfolio is rated B3 and below
  with maturities between 2013 and 2015, which may create
  challenges for issuers to refinance. Moody's considered the
  scenario where the WARF of the portfolio was increased to 4,788
  by forcing to Ca the credit quality of 50% of such exposures
  subject to refinancing risk. This scenario generated model
  outputs that were up to one notch lower than in the base case.

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 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2013 and 2015 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behaviour and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Portfolio Amortization: The main source of uncertainty in this
transaction is whether delevering from unscheduled principal
proceeds will continue and at what pace. Delevering may
accelerate due to high prepayment levels in the loan market,
which may have significant impact on the notes' ratings.

2) Moody's also notes that around 67.50% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Large single exposures
to obligors bearing a credit estimate have been subject to a
stress applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

3) Foreign currency exposure: The deal has significant exposure
to non-EUR denominated assets. Volatilities in foreign exchange
rate will have a direct impact on interest and principal proceeds
available to the transaction, which may affect the expected loss
of rated tranches.

4) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices.

5) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation
risk on those assets. Moody's assumes that at transaction
maturity such an asset has a liquidation value dependent on the
nature of the asset as well as the extent to which the asset's
maturity lags that of the liabilities. Realisation of higher than
expected liquidation values would positively impact the ratings
of the notes.

Moody's modelled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Under this methodology, Moody's used its Binomial Expansion
Technique, whereby the pool is represented by independent
identical assets, the number of which is being determined by the
diversity score of the portfolio. The default and recovery
properties of the collateral pool are incorporated in a cash flow
model where the default probabilities are subject to stresses as
a function of the target rating of each CLO liability being
reviewed. The default probability range is derived from the
credit quality of the collateral pool, and Moody's expectation of
the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority and jurisdiction of the assets in the collateral pool.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. Therefore,
Moody's analysis encompasses the assessment of stressed
scenarios.

In addition to the quantitative factors that are explicitly
modelled, 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.

On August 14, 2013, Moody's released a report, which describes
how Moody's proposes to incorporate/assess the additional credit
risk of exposures domiciled in countries with country ceilings
that are single A or lower when rating CLO tranches that carry
ratings higher than those ceilings.


AEG POWER: S&P Cuts Corp. Credit Rating to 'CCC-'; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Netherlands-based power solutions
provider AEG Power Solutions B.V. to 'CCC-' from 'CCC+'.  The
outlook is negative.

The downgrade reflects S&P's view that AEG Power Solutions faces
a period of tight liquidity and that there is a heightened risk
that the company will either miss an interest payment due on
Dec. 1, 2013, or implement a debt restructuring in the near term.
Under S&P's criteria, a debt restructuring when implemented under
financial distress constitutes a default.

3W Power, the parent holding company of AEG Power Solutions, has
enlisted external financial and legal advisors to review AEG
Power Solutions' business plan, liquidity situation, and future
earnings.  In addition, 3W Power has announced that it will
postpone communicating its third-quarter trading results until
the end of November, when the results will be accompanied by an
update on the situation.

Weak current trading at AEG Power Solutions has prompted 3W Power
to review the company's capital structure.  Among other measures,
3W Power intends to start the consultation process with the
holders of the company's EUR100 million unsecured notes, due
Dec. 1, 2015.

In order to relieve its stressed liquidity situation, AEG Power
Solutions is exploring several avenues.  For example, S&P
understands that the company may seek to monetize noncore assets,
and that it is in discussions with lending banks to provide
additional financing.

If AEG Power Solutions finds a way to boost its liquidity so that
it is able to make the forthcoming interest payment on time, S&P
would assess the risk of distressed exchange of the notes and
review its ratings on the company.  S&P's assessment would in
part be based on additional information it expects to receive
from the company as it advances its attempt to find a resolution.

The negative outlook reflects S&P's view of the heightened risk
that AEG Power Solutions will undertake a debt restructuring
and/or miss an interest payment due in December 2013.  S&P could
lower the rating if the company announces either or both of these
events.

Alternatively, S&P could consider revising the outlook to stable
if AEG Power Solutions announces that it has resolved its
liquidity shortage and has restored long-term financial
stability.


ADRIA MIDCO: Moody's Assigns '(P)B2' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
corporate family rating (CFR) to Adria Midco B.V. (SBB/Telemach
or the company). Concurrently, Moody's has assigned a (P)B2
rating to the EUR475 million senior secured notes maturing in
2020 (the Notes) to be issued by Adria Bidco B.V, a subsidiary of
the company. The outlook on the ratings is stable. This is the
first time Moody's has assigned a rating to the company.

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

Ratings Rationale:

"The (P)B2 CFR reflects SBB/Telemach's leading position in pay-
TV, broadband, and telephony in Serbia, Slovenia, and Bosnia &
Herzegovina, as well as the company's strong growth potential
supported by its advanced network and premium content", says
Sebastien Cieniewski, Moody's lead analyst for SBB/Telemach.
However, the rating is constrained by SBB/Telemach's high
adjusted leverage at around 5.0x for fiscal year end (FYE) 2013,
its geographical concentration within the former Yugoslav
Republic with foreign exchange risk exposure, and its acquisitive
strategy.

SBB/Telemach benefits from its number one position in pay-TV
through its cable TV and direct-to-home (DTH) offering in Serbia
(45% market share in 2012), Slovenia (37%), and Bosnia &
Herzegovina (largest player). The company holds a number 2
position in the region for broadband and telephony. Moody's
considers that the company should be able to defend and build on
its position going forward thanks to its DOCSIS3.0 upgraded
network (covering all of the company's homes passed in Serbia and
Bosnia & Herzegovina and 82% of homes passed in Slovenia)
enabling high bandwidth internet connections to meet growing
demand for data and speed. While cable overbuild is limited in
Serbia and Bosnia & Herzegovina, Moody's notes that FTTH
overbuild is more significant in Slovenia at 38%. Its advanced
network and focus on offering a premium content has historically
enabled SBB/Telemach to experience a limited churn -- churn rates
on an annualized last two quarters ended June 2013 were 5.2% in
Slovenia and Serbia and 7.7% in Bosnia & Herzegovina.
SBB/Telemach also benefits from strong growth prospects in Serbia
and Bosnia & Herzegovina while revenue growth potential is more
limited in Slovenia due to the relative maturity of the market
compared to the rest of the region. Group revenues grew at a 14%
CAGR over the period 2010-2012 driven by organic growth and
acquisitions. Lower penetration of pay-TV and broadband in Serbia
and Bosnia & Herzegovina compared to Western and Central European
averages as well as potential to increase bundling penetration
through double and triple-play services should drive growth going
forward.

SBB/Telemach's rating is constrained by the company's small scale
with revenues of EUR191 million in 2012 concentrated within
Serbia (Government of Serbia B1, stable), Slovenia (Government of
Slovenia Ba1, negative), and Bosnia & Herzegovina (Government of
Bosnia & Herzegovina B3, stable). The company is exposed to
foreign exchange risk as its incurs a significant portion of its
costs in EUR and USD and the Senior Secured Notes are EUR-
denominated while it generates above 40% of its revenues in
Serbian Dinars (RSD) which has historically depreciated vs. the
EUR and USD. The FX risk was mitigated in the past by (1) the
high correlation between the Serbian consumer price index (CPI)
and the depreciation of the RSD vs. the EUR and (2) the company's
track record of getting approval from the regulator for above
inflation price increases. The rating is further constrained by
the company's high closing leverage (as adjusted by Moody's)
projected at around 5.0x and weak EBITDA minus Capex to Interest
ratio at slightly above 1.0x for FY 2013.

SBB/Telemach's liquidity position is considered to be adequate
supported by the relatively large EUR60 million super senior
Revolving Credit Facility (super senior RCF) which is undrawn at
the closing of the transaction which compensates for the weak
EUR5 million cash balance at closing. Moody's notes that the
revolving credit facility agreement includes an uncommitted
facility of up to EUR75 million to provide the company additional
flexibility. Moody's does not expect a significant improvement in
the company's liquidity position over the short to medium-term
due to the limited free cash flow generation constrained by the
capital intensive nature of the business requiring high Capex and
the company's ambition to participate in the consolidation of the
cable sector in particular in Bosnia & Herzegovina through bolt-
on acquisitions.

The Senior Secured Notes will be guaranteed on a senior secured
basis by a limited number of subsidiaries mainly in Slovenia and
Bosnia & Herzegovina. In addition the Notes will benefit from
share pledges and security over the receivables related to
intercompany loans to the Serbian operating subsidiary. The
intercompany loans can only be repaid if an equivalent amount of
Notes is repaid. The super senior RCF will be guaranteed by
entities accounting for at least 80% of group EBITDA and assets,
will rank pari passu with the Notes and share the same collateral
package but will rank ahead in an enforcement scenario. The
Senior Secured Notes are rated (P)B2, at the same level as the
CFR, due to the relatively small super senior RCF ranking ahead.

The stable outlook reflects Moody's expectation that SBB/Telemach
will de-leverage to below 5.0x over the short term and maintain
an adequate liquidity position.

What Could Change The Rating Up/Down:

Upward rating pressure could develop if the company reduces its
adjusted leverage to below 4.0x and demonstrates its capacity to
generate Free Cash Flow to Debt of above 5% on a sustainable
basis.

Conversely, negative rating pressure could develop if the
conditions for the stable outlook are not met.

Adria Midco B.V is a holding company set up for the acquisition
by the private equity KKR of the cable assets operating mainly
under the brand SBB, Telemach, and Total TV in the former
Yugoslav Republic. The acquisition is subject to regulatory
approval and thus proceeds from the Notes will remain within an
escrow account until the acquisition is consummated and KKR will
provide guarantee on the payment of accrued interest.
SBB/Telemach is the leading provider of cable (CATV) and
satellite (Direct-to-Home or DTH) pay-TV, broadband, telephony,
and mobile services in the former Yugoslavian region with 1.2
million unique subscribers and 1.7 million Revenue Generating
Units (RGUs). In H1 2013, the Group generated 55% of its revenues
in Serbia, 31% in Slovenia and 8% in Bosnia Herzegovina.


FAXTOR ABS 2004-1: S&P Raises Rating on Class BE Notes From BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
FAXTOR ABS 2004-1 B.V.'s class A-2, BE, and BF notes.  At the
same time, S&P has affirmed its ratings on the class A-1 and A-3
notes.

The rating actions follow S&P's performance review, its credit
and cash flow analysis, and the application of its relevant
criteria. S&P used data from the September 2013 trustee report
and took into account recent transaction developments.

The weighted-average spread earned on the collateral pool has
increased to 2.04% from 1.93%, since S&P's previous review on
June 11, 2012.

The available credit enhancement has significantly increased for
all classes of notes.  In S&P's view, this is mainly due to the
partial amortization of the class A-1 notes.  Since S&P's
previous review, the aggregate balance of the class A-1 notes
decreased by EUR55.75 million, and the outstanding balance is now
14.90% of its original balance.  As a result, the transaction's
class A and class B overcollateralization par value test results
have increased.  These results remain above the documented
trigger level, having increased since S&P's previous review.

On the other hand, as the transaction amortizes, the percentage
of the pool's speculative-grade assets has increased.  The
concentration of assets rated 'CCC+', 'CCC', or 'CCC-' is greater
than in S&P's previous review.  However, the proportion of the
pool's defaulted assets (rated 'CC', 'C', 'SD' [selective
default], or 'D') has decreased.

The transaction is highly exposed to lower-rated sovereigns,
which, according to S&P's nonsovereign ratings criteria, limit
the highest rating that it can assign to the notes.  Under S&P's
nonsovereign ratings criteria, it do not give credit to assets
that represent more than 10% of the collateral pool, which are
domiciled in sovereigns rated six notches below our ratings on
the notes.

S&P conducted its cash flow analysis to determine the break-even
default rates (BDRs) at each rating level by applying its
corporate cash flow collateralized debt obligation (CDO) criteria
and its criteria for CDOs of asset-backed securities (ABS).

In S&P's cash flow analysis, it used the reported portfolio
balance that it considered to be performing, the principal cash
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, levels, and timings for each liability rating
category, in conjunction with different interest rate stress
scenarios.

S&P based its credit analysis on its updated assumptions to
determine the scenario default rates at each rating level, which
S&P then compared with the respective BDRs.

Taking into account the results of S&P's credit and cash flow
analysis, it considers the available credit enhancement for the
class A-1 and A-3 notes to be commensurate with its currently
assigned ratings.  S&P has therefore affirmed its ratings on the
class A-1 and A-3 notes.

At the same time, S&P considers the available credit enhancement
for the class A-2, BE, and BF notes to be commensurate with
higher ratings than previously assigned.  S&P has therefore
raised its ratings on the class A-2, BE, and BF notes.

The sovereign haircut that S&P applied to the 'AA+', 'AA',
'AA-','A+' and 'A' rating categories in its cash flow model
affected the class A-1 and A-2 notes.  The application of S&P's
nonsovereign ratings criteria did not affect its ratings on the
class A-3, BE, and BF notes.

FAXTOR ABS 2004-1 is a cash flow CDO of mezzanine ABS
transaction.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                         Rating
                      To                 From

FAXTOR ABS 2004-1 B.V.
EUR358.5 Million Asset-Backed Fixed- And Floating-Rate Notes

Ratings Raised

A-2                   A+ (sf)            A (sf)
BE                    BBB- (sf)          BB+ (sf)
BF                    BBB- (sf)          BB+ (sf)

Ratings Affirmed

A-1                   AA (sf)
A-3                   BBB+ (sf)


PANTHER CDO III: S&P Cuts Ratings on Two Note Classes to CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Panther CDO III B.V.

Specifically, S&P has:

-- Raised its ratings on the class A, B, and Q comb notes;
-- Lowered its ratings on the class D1 and D2 notes; and
-- Affirmed its ratings on the class C1 and C2 notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the Aug. 30, 2013 Investor report.
While a more recent report was published with the September 2013
data during the course of S&P's analysis, it concluded that the
updated report is not materially different upon review.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at the respective rating level.  In our analysis, we used
the reported portfolio balance that we consider to be performing,
the current weighted-average spread, and the weighted-average
recovery rates that we calculated in accordance with our criteria
for rating collateralized debt obligations (CDOs) of structured
finance assets.  We applied various cash flow stress scenarios,
using different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating
category," S&P said.

"In our analysis, we have observed that the portfolio balance has
reduced since our previous review on May 8, 2012.  This is mainly
due to the deleveraging of the senior notes and some losses on
the defaulted assets, which has increased the available credit
enhancement for the class A to C notes.  Due to losses on the
defaulted assets, the available credit enhancement for the class
D notes has decreased," S&P added.

S&P has observed that the assets that it considers to be rated in
the 'CCC' category ('CCC+', 'CCC', and 'CCC-') and default assets
(rated 'CC', 'C', 'SD' [selective default], and 'D') have reduced
(both in notional and percentage terms) compared with S&P's
previous review.  However, the collateral portfolio has
experienced a negative rating migration, mainly due to the
reduced proportion of assets rated in the 'AAA' and 'A' category
and the increased proportion of assets rated in the non-
investment grade category.

The weighted-average spread earned on the portfolio is similar to
S&P's previous review.  The par coverage tests continue to be
above the required levels for all classes of notes.  The class C
and D notes' coverage tests are now passing, with lower margins.

The class Q Comb notes consist of two components.  At closing,
the class Q comb notes comprised:

   -- A EUR5,400,000 principal amount, which represented 100% of
      the class C2 notes; and

   -- A EUR2,700,000 principal amount from the subordinated
notes.

The class Q Comb notes do not pay a stated coupon.

In S&P's opinion, taking into account the results of its credit
and cash flow analysis, the available credit enhancement for the
class A, B, and Q Comb notes is commensurate with higher ratings
than previously assigned.  S&P has therefore raised its ratings
on the class A, B, and Q Comb notes.

S&P's credit and cash flow analysis of the class C1 and C2 notes
indicates that the available credit enhancement for these classes
of notes is commensurate with the currently assigned ratings.
S&P has therefore affirmed its ratings on the class C1 and C2
notes.

As the available credit enhancement for the class D1 and D2 notes
has decreased since S&P's previous review, they marginally pass
the par value test at the required levels outlined in the
transaction documents.  They now pass at lower levels than S&P's
previous review.  S&P has lowered its ratings on these classes of
notes because its credit and cash flow analysis indicates that
the available credit enhancement is commensurate with 'CCC+ (sf)'
ratings.

S&P has analyzed the derivative counterparties' exposure to the
transaction, and concluded that the derivative exposure is
currently sufficiently limited, so as not to affect S&P's
assigned ratings.

Panther CDO III is a cash flow CDO of mixed assets that closed in
2005.  The transaction consists of bonds, structured finance
securities, leveraged loans, high-yield securities, and other
debt obligations.  M&G Investment Management Ltd. acts as
transaction manager.

         STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The 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

Panther CDO III B.V.
EUR401.65 Million Fixed- And Floating-Rate Notes

Ratings Raised

A               A- (sf)         BBB+ (sf)
B               BBB (sf)        BBB- (sf)
Q Comb          BBB- (sf)       BB+ (sf)

Ratings Lowered

D1              CCC+ (sf)        B- (sf)
D2              CCC+ (sf)        B- (sf)

Ratings Affirmed

C1              BB+ (sf)
C2              BB+ (sf)



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


IG SEISMIC: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and a B2-PD probability of default rating (PDR) to
IG Seismic Services Plc. (IGSS), a leading pure-play, land and
transition-zone seismic company that services oil and gas
production companies primarily in Russia and the Commonwealth of
Independent States (CIS). The outlook on the ratings is stable.
This is the first time Moody's has assigned ratings to IGSS.

"The assigned B2 rating balances risks related to IGSS's
relatively small scale of operations by global standards, and
concentration on a single segment of the oilfield services
business, with the company's leading position in the Russian
market and strategic partnership with Schlumberger Ltd., which
enhances its competitive advantage vis-a-vis domestic peers,"
says Julia Pribytkova, a Moody's Vice-President - Senior Analyst
and lead analyst for IGSS.

Ratings Rationale:

The assigned B2 rating primarily reflects (1) risks pertaining to
IGSS's focus on a single product line, i.e., land and transition-
zone seismic services, which are characterized by historical
volatility and seasonality; (2) modest financial metrics,
particularly those measuring operating efficiency and interest
coverage; (3) relatively high leverage compared with industry
peers and (4) recurring refinancing risks arising from a short-
term debt portfolio structure. As IGSS primarily operates in
Russia, its rating takes into account risks associated with
operating in a weaker institutional and economic framework
compared with those of more developed markets.

More positively, IGSS's rating acknowledges (1) the company's
dominant position in the growing Russian seismic services market;
(2) its meaningful presence in all major hydrocarbon-rich basins
in Russia; (3) its high customer diversification; (4) the
presence of strategic partner Schlumberger Ltd. (A1 stable) among
the company's shareholders.

Moody's positively notes IGSS's strong expertise in the 3D and
high-density segments of the seismic services market. The
company's competitive position is supported by cooperation with
Schlumberger, the world's largest diversified oilfield services
company, which provides IGSS with exclusive rights to use its
innovative proprietary software in Russia and the CIS. The
company's technical expertise in measurement and data
processing/interpretation strongly positions it to capture upside
in the Russian seismic services market.

IGSS is reliant on external funding to finance its non-
discretionary capital investment program. Therefore, the
company's liquidity beyond 2014 will be conditional upon its
ability to secure funding under committed backup facilities,
and/or gain access to long-term capital market instruments.

Rationale For Stable Outlook:

The stable rating outlook reflects Moody's expectation that (1)
IGSS's market will continue to demonstrate healthy growth; and
(2) the company will adhere to conservative financial and
liquidity management policies.

What Could Change The Rating Up/Down:

Moody's would consider upgrading IGSS's rating if the company is
able to achieve the following on a sustainable basis: (1) reduce
its leverage measured by debt/EBITDA on an adjusted basis to
below 2.5x; (2) improve interest coverage measured EBIT/interest
expense to 2.0x-2.5x; (3) achieve a long-term debt capital
structure.

Conversely, a rating downgrade could be triggered by (1) any
negative developments in IGSS's operating environment and/or
business profile that leads to a deterioration in the company's
metrics beyond Moody's current expectations; and/or (2) a
weakening of the company's liquidity profile.

Domiciled in Cyprus and headquartered in Moscow, Russia, IG
Seismic Services (IGSS) is the largest seismic services company
in Russia, with operations also in Kazakhstan, Azerbaijan,
Uzbekistan and other countries. The company provides high-quality
seismic acquisition and data processing and interpretation
services to a diversified client base and has a foothold in all
major oil and gas provinces of Russia. The company was formed in
2011 as a result of a merger of (1) the Russia-based seismic
assets of GEOTECH Holding, the country's largest geophysical
company; (2) oilfields services company Integra Group (not
rated); and (3) Schlumberger.


SUEK PLC: Moody's Assigns Ba3 Corp Family Rating; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating (CFR) and a Ba3-PD probability of default rating to SUEK
PLC. The outlook on the ratings is stable. This is the first time
Moody's has assigned a rating to SUEK PLC. Concurrently, Moody's
has withdrawn all assigned ratings of Siberian Coal Energy
Company (SUEK), OJSC.

The withdrawal of the ratings of SUEK OJSC and assignment of
ratings to SUEK follows the company's corporate reorganization,
as a result of which hard coal assets and logistics assets
(Vanino Sea Bulk Terminal and Murmansk trade sea ports) will
continue to be directly controlled by SUEK OJSC (100% subsidiary
of SUEK) while brown coal deposits will be spun off and will be
controlled directly by SUEK. The company's management estimates
the restructuring to be completed by the end of 2013.

Ratings Rationale:

The Ba3 CFR reflects (1) SUEK's limited diversification as a
result of its exposure to a single commodity, steam coal,
international prices for which are volatile and currently at a
low level, as well as the company's exposure to railway tariffs
and international freight rates; (2) the uncertainty as to
whether the Russian government will reduce subsidies on natural
gas consumption; (3) inefficiencies and capacity limitations on
the Russian rail network, which could lead to a bottleneck and
require the company to make higher investments; (4) the company's
foreign exchange risk; (5) the ongoing need for the company to
participate in competitive auctions for new and expansion-related
mining licenses; (6) SUEK's high level of dependency on external
financing, primarily due to the volatile seasonal nature of the
company's working capital needs, sizable debt service burden and
capex; and (7) the risks related to the company's concentrated
ownership structure including related-party transactions and/or
pro-shareholder finance policies.

However, more positively, the Ba3 CFR also reflects (1) the
company's growing role as a global thermal coal producer; (2) its
competitive operating costs; (3) its vast coal reserves and
fairly simple geology; (4) its well-diversified domestic and
international customer base; (5) the stability of its domestic
sales on account of the proximity of its mines to its power
generation customers and the essential nature of electricity; (6)
its control over a considerable portion of its transportation
infrastructure (including ports in Vanino and Murmansk) such that
it is positioned to move coal efficiently to the Pacific and
European export markets; and (7) the relative resilience of steam
coal prices compared with other bulk commodities in the currently
challenging market.

The rating incorporates uncertainty surrounding the global steam
coal market, which will remain under pressure during 2013-14 due
to demand/supply imbalance as oversupply constrains price
recovery.

Rationale For Stable Outlook:

The stable rating outlook reflects (1) SUEK's low-cost
operations; (2) the stability associated with the Russian
electric power industry; and (3) the synergistic relationship the
company has with many of its domestic customers given the
location of its mines.

The outlook also reflects Moody's view that SUEK's financial
metrics will hold up fairly well even in the currently
challenging macroeconomic environment. In addition, the outlook
incorporates the rating agency's expectation that the company
will maintain sufficient liquidity.

What Could Change The Rating Up/Down:

Positive rating pressure could develop if SUEK is able to
continue demonstrating a good operating performance -- unit costs
and operating margins -- while also consistently achieving a
ratio of (CFO less dividends)/debt in the mid- to high twenties
in percentage terms and leverage, measured as debt/EBITDA, of
below 2.5x. Positive rating pressure would also be dependent on
there being further improvement in SUEK's corporate governance
practices, on the company's curtailment of related-party
transactions and ability to maintain a sound liquidity profile.

Conversely, negative pressure could be exerted on the rating as a
result of any of the following: (1) SUEK's gross debt/EBITDA
exceeds 3.5x; (2) its operating margins decline to under 12%; (3)
it cannot generate positive free cash flow; or (4) it experiences
difficulty refinancing its maturing debt. Any corporate
restructuring and/or reorganization that would lead to weaker
operational or financial metrics could also have a negative
impact on the rating.

SUEK is Russia's largest producer of thermal coal and one of the
world's top thermal coal producers. SUEK has 5.9 billion tonnes
of proven and probable reserves, or approximately a 50-year
reserve life. In 2012, it sold 91.7 million tonnes (2011: 88.9
million tonnes) of coal; of this figure, 42% (2011: 38%)
represented exports, 58% of which were to the Asia-Pacific market
and 42% to the Atlantic market. On a revenue basis, the company's
exports in 2012 represented approximately 70% (2011: 69%) of its
net sales of coal.

SUEK currently operates 17 opencast and 12 underground mines in
seven geographic regions in Siberia and the Russian Far East. In
addition, the company owns rail infrastructure, rail rolling
stock, and a coal terminal at the port of Vanino in the Sea of
Japan. In 2012, SUEK also bought a 49.9% stake in the ice-free
port of Murmansk in the northwest of Russia. Effective 30 April
2011, SUEK's demerged its power-generating assets from its coal-
mining assets and, subsequently, simplified its shareholding and
legal structure. Sales to its former power segment (Kuzbassenergo
and TGC-13) made in accordance with long-term contracts comprised
around 12% of SUEK's revenue in 2012. The company's principal
ultimate beneficiary is Mr. Andrey Melnichenko.


VORONEZH REGION: Fitch Raises LT Currency Ratings to 'BB+'
----------------------------------------------------------
Fitch Ratings has upgraded the Russian Voronezh Region's Long-
term foreign and local currency ratings to 'BB+' from 'BB' and
affirmed the Short-term foreign currency rating at 'B'. The
National Long-term rating has been upgraded to 'AA(rus)' from
'AA-(rus)'. The Outlooks on the Long-term ratings are Stable.

Voronezh Region's outstanding senior unsecured domestic bonds
ratings of RUB10 billion (ISIN RU000A0JTG34 and RU000A0JU823)
were also upgraded to 'BB+' from 'BB' and 'AA(rus)' from 'AA-
(rus)'.

Key Rating Drivers:

The upgrade reflects the following rating drivers and their
relative weights:

High:

Voronezh Region last year recorded strong budgetary performance
in line with Fitch's expectations. Its operating margin increased
to 14% in 2012 (2011: 12.9%) while deficit before debt variation
narrowed to 2.5% of total revenue from 3.2% in 2011. Fitch
expects the region to continue recording sound operating
performance with the operating balance at about 15% of operating
revenue in 2013 and 16%-17% in 2014-2015. Deficit before debt
variation is likely to widen slightly to 5%-6.5% of total revenue
in 2013-2015.

Fitch expects the region's direct risk to increase up to 25%-26%
of current revenue in 2013 and up to 30% in 2014-2015, from 17.5%
in 2012. The agency assesses the region's expected debt as
moderate as it is below the average debt burden borne by most of
its peers in the 'BB' rating category. The debt increase will be
used to fund its expected deficit. The expected payback ratio
(direct risk/current balance) is likely to remain favorable at
below two years in 2013-2014 and close to this figure in 2015
(2012: less than one year).

The region's liquidity position is sound, with cash reserves
amounting to RUB4.9bn in 2012 (2011: RUB6.2bn). Average monthly
cash stood at RUB5.8bn by end-Q313. As of 1 October 2013 the
region also had two stand-by credit lines up to RUB2.3bn,
available on first demand basis.

Medium:

The region's administration expects moderate GRP growth of 5%-6%
yoy in 2013-2015. The local economy demonstrated double-digit
growth in 2011-2012, with GRP expanding 12.1% yoy according to
the administration's figures (2011: 11.4%). The region's
industrial output increased 27% yoy, while growth in agricultural
output outpaced Russia's average by 43% in 2012.

Voronezh region's ratings also reflect the following rating
drivers

Fitch views the institutional framework in Russia as a weakness
for the region's ratings. Because the region has yet to establish
a track record of stable development, and also because of
frequent changes to the division of expenditure responsibilities
between sub-nationals and the federal government, the region's
budget-forecasting ability is limited. This in turn affects its
planning for long-term development.

Rating Sensitivities:

The ratings could be positively affected by sound operating
performance with a debt coverage ratio of below four years of
current balance and direct risk remaining below 40%-45% of
current revenue.

A negative rating action could result from weak operating margin
falling below 5% for two consecutive years leading to a
significantly weakened direct risk payback ratio that is above
the average maturity of the region's debt portfolio.



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


ABENGOA SA: S&P Affirms 'B/B' Corp Credit Ratings; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long- and short-
term corporate credit ratings on global environmental services
group Abengoa S.A. at 'B/B'.  The outlook is negative.

At the same time, S&P affirmed its 'B' issue rating on the senior
unsecured notes issued by Abengoa and Abengoa Finance S.A.U.  The
recovery rating on these facilities is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

The affirmation follows Abengoa's completion of a capital
increase totaling EUR517 million and issuance of a tap totaling
EUR300 million on its senior unsecured notes due Feb. 5, 2018.
The tap is fungible with the issue of 8.875% senior unsecured
notes on Feb. 5, 2013.  S&P understands that Abengoa plans to use
approximately EUR350 million of its capital increase for debt
reduction and the proceeds of the tap issuance for refinancing
purposes.

S&P views Abengoa's capital increase, planned debt repayment, and
limitation on investments from 2014 as positive steps toward
Abengoa's commitment to strengthen its balance sheet and improve
its credit profile.  The company has announced that it will limit
its corporate capital expenditure (capex) -- including for
research and development and recurrent maintenance -- to a
maximum of EUR450 million from 2014.  S&P forecasts that this
capex reduction will enable the company to generate positive free
cash flow in 2014.  In addition, Abengoa currently expects any
future equity contribution to projects to be limited to the level
of the margin on the engineering, procurement, and construction
contract for each respective project.

Furthermore, S&P anticipates that Abengoa's cash flow generation
will be boosted from 2014 by a substantial increase in contracted
new business in the Engineering and Construction (E&C) division;
an improved outlook for margins in the Biofuels division; and the
startup of several projects in South America and the U.S.

Finally, Abengoa's asset rotation plan could have a positive
bearing on the group's financial risk profile, if it uses some of
the proceeds for debt reduction.  Abengoa's asset rotation plan
consists of either new partners contributing equity to projects
or the sale of other assets.

Nevertheless, this year's disposal of waste management company
Befesa -- a mature, cash-generative asset -- has had a negative
bearing on Abengoa's business risk profile, which S&P assess as
"fair."  This is because Befesa was a key contributor to
Abengoa's profit and cash flow, compared with the immature and
capital-intensive nature of Abengoa's other projects.  In
addition, Abengoa has a very large working capital deficit, which
involves the risk of significant working capital outflows if
growth (notably at the E&C division) decelerates or commercial
terms worsen materially.

The issue rating on the EUR550 million senior unsecured notes,
including the recent tap issuance, issued by Abengoa and Abengoa
Finance, is 'B'.  The recovery rating on these facilities is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

The issue and recovery ratings are constrained by the unsecured
nature of the debt and Abengoa's exposure to various insolvency
regimes post-default, including Spain, which S&P assumes would be
the center of main interests in the event of insolvency.  That
said, the ratings are supported by Abengoa's diversified
portfolio of businesses, some of which benefit from a strong
growth profile and regulated environments, and the company's
strong reputation in the E&C business.

To calculate recoveries we simulate a hypothetical default
scenario.  Under this scenario, a default occurs in 2016,
triggered by Abengoa's underperformance in the bioenergy
business, combined with high capex and a rising cost of capital.

S&P values Abengoa as a going concern.  In light of the asset-
heavy nature of the business, S&P uses a discrete asset valuation
to estimate the company's enterprise value at the point of
default.  In S&P's valuation, it gives only limited credit to
Abengoa's equity ownership in its nonrecourse projects.  However,
S&P recognizes that a default at Abengoa would not necessarily
affect the performance of the project assets uniformly, and so
there could be additional value available to lenders if
performing projects can be sold.

The negative outlook on Abengoa reflects a one-in-three chance of
a downgrade if the company's liquidity weakens, if it does not
use the proceeds from asset sales largely for debt repayment, or
if S&P do not see deleveraging occur over the medium term.

S&P could revise the outlook to stable if Abengoa reduces its
capex and improves its free cash flow generation in 2014, after
completing its investment plan and the entry into full operation
of projects currently under construction or at early stages of
operations.  In addition, an outlook revision to stable is
contingent on Abengoa maintaining "adequate" liquidity and
deleveraging.  S&P would take a positive view of Abengoa using
the proceeds from asset sales and equity offerings for debt
reduction beyond levels S&P considers commensurate with the
current rating.


AXA SEGUROS: S&P Affirms 'BBpi' Financial Strength Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
unsolicited public information (pi) insurer financial strength
and counterparty credit ratings on Spain-based insurer Axa
Seguros Generales (AXA Seguros) at 'BBpi'.

The ratings predominantly reflect S&P's view of AXA Seguros' fair
business risk profile and less-than-adequate financial risk
profile.  S&P bases its assessment of Axa Seguros' business risk
profile on its opinion of its moderate industry and country risk,
and adequate competitive position.  As regards its financial risk
profile, S&P factors in its view of its less-than-adequate
capital and earnings, according to its criteria, moderate risk
position, and strong financial flexibility.  S&P combines these
factors to derive a 'bb+' anchor for Axa Seguros.  The ratings on
the company are 'BBpi', as S&P's public information ratings
generally do not bear plus or minus modifiers.

AXA Seguros is the main non-life insurance company of AXA Spain,
the Spanish operation of France-based AXA group (core operating
entities rated A+/Stable/--).  In line with S&P's criteria for
public information ratings, the ratings on AXA Seguros do not
receive any uplift for strategic importance to the group. AXA
Seguros was formed through the merger of AXA Aurora Iberica and
Winterthur Seguros Generales in 2006.  In 2010, AXA Seguros
merged with AXA Winterthur Salud S.A., which increased its health
operations.  The main lines of business written in 2012 were
motor (50% of gross non-life premium income), property (31%),
accident and health (11%), and general liability (7%).

"We assess the Axa Seguros' industry and country risk as
moderate. Our view is based on the Spanish non-life sector, from
which Axa Seguros derives its business.  In our opinion, growth
prospects over the next two to three years in the Spanish
insurance markets are weak, and we expect Axa Seguros'
historically strong earnings to come under pressure.  Our
assessment of Axa Seguros' industry risk is favorably influenced
by its lack of exposure to property catastrophe risk, which is
covered by state-owned Consorcio de Compensacion de Seguros
(Consorcio)," S&P said.

"We view Axa Seguros' competitive position as adequate.  The
company benefits from its large non-life market share in Spain of
about 7%, and its product diversity.  The company's 2012 gross
premium written declined by about 7.4% to EUR1.95 billion from
EUR2.10 billion in 2011, mostly because of a drop in motor
business.  In our base case, we continue to expect a decline in
premium volumes owing to the adverse economic environment in
Spain," S&P added.

"We assess the company's capital and earnings as less than
adequate, according to our insurance criteria.  Although capital
adequacy recovered slightly in 2012, we expect the company's
capital base to remain well below our 'BBB' level of confidence
category over 2013-2015, based on our risk-adjusted capital
adequacy model.  This follows several high dividend payouts in
recent years on account of tight capital management by the
parent. Axa Seguros reported a dividend payout ratio of 81% in
2012, following ratios of 153% in 2011 and 240% in 2010.  The
company reported regulatory solvency of 139%, compared with 133%
in 2011 which, although above intervention levels, appears well
below the 370% market average for non-life insurers in Spain,"
S&P noted.

Axa Seguros reported a positive but reduced net income of
EUR129.4 million in 2012, compared with EUR176.0 million in 2011.
The drop in bottom-line profitability came from a combination of
a decreased technical result on lower business volumes and
diminished investment income.  Axa Seguros reported a 2012 net
combined (loss and expense) ratio of 96.1%, compared with 97.2%
in 2011, and a total investment return, including realized and
unrealized gains and losses, of 3.9%, compared with 5.2% in 2011.
In S&P's base-case scenario for 2013-2015, it assumes the company
will maintain its current profitability levels, with a combined
ratio between 96%-98% and reduced investment returns as a result
of the still challenging market conditions in Spain.

In S&P's opinion, Axa Seguros' risk position is moderate,
reflecting the sensitivity of our capital and earnings assessment
to downside risks.  In particular, S&P believes that capital is
exposed to volatility stemming partly from its dividend policy
and partly from investment risks, including potentially high
concentration on local sovereign and domestic bank debt.  In
2012, the company invested about 50% of total invested assets in
bonds, with a weighted average credit quality in the 'BBB' rating
category, and about 2% in cash.  The remaining 48% are invested
in equities and investment funds (29%), affiliates (13%) and real
estate (6%), which we view as high risk.  However, S&P believes
that the majority of investment funds are likely to be fixed
income-related and therefore our view of investment leverage
might be overstated.  In S&P's base case, it do not expect asset
derisking as the company is likely to match its liability profile
with the domestic market investments.  S&P's risk position
assessment is also influenced by the company's low exposure to
catastrophe risks as they are covered by the Consorcio.

S&P assess AXA Seguros' financial flexibility as strong.  Given
the company's size and profitability, S&P believes the ongoing
relationship with AXA supports access to capital.  The AXA group
maintains low levels of capital in AXA Seguros, but it expects
AXA to support its subsidiary with capital if needed, including
the potential to retain a greater proportion of its earnings.  At
year-end 2012 the company had no debt on its balance sheet.

In line with S&P's criteria, in its assessment of public
information ratings it limits its assessments of management and
governance at fair, enterprise risk management at adequate and
liquidity at adequate.


ZINC CAPITAL: Moody's Lowers Rating on EUR300MM Notes to 'B3'
-------------------------------------------------------------
Moody's Investors Service has downgraded to B3 (LGD3-44%) from B2
(LGD4-50%) the rating assigned to the EUR300 million senior
secured notes due 2018 issued by Zinc Capital S.A., a finance
vehicle of Befesa Zinc. The outlook on the notes is stable.
Concurrently, Moody's has withdrawn Befesa Zinc, S.A.U's B2
Corporate Family Rating (CFR) and the B2-PD Probability of
Default Rating (PDR). This rating action concludes the review for
downgrade that was initiated on 3 May 2013.

The rating action follows Moody's assignment of a first-time
Corporate Family Rating of B3 and a Probability of Default Rating
of B3-PD to Triton III No. 14 S.a.r.l., a Luxembourg-based
holding company, which indirectly owns 94% of Befesa Medio
Ambiente S.L. ("BMA") on 14 October 2013 and the successful
issuance of EUR150 million PIK toggle notes due 2018 by Bilbao
(Luxembourg) S.A., a finance vehicle of Triton III No 14 S.a.r.l.
Befesa Zinc is a wholly-owned subsidiary of BMA.

Ratings Rationale:

The withdrawal of Befesa Zinc's CFR and PDR follows the
assignment of a B3 CFR and a B3-PD PDR to Triton III No. 14
S.a.r.l. and reflects Moody's view that the Befesa Zinc group is
not completely ring-fenced from the rest of the Befesa Medio
Ambiente group.

The downgrade of Zinc Capital's notes to B3 is also prompted by
the weaker liquidity cushion of the Befesa Zinc Group compared to
the consolidated BMA group as well as the higher leverage of the
BMA group.

The B3 rating Moody's has assigned to BMA's indirect parent
company Triton III No. 14 balances the group's fairly small size,
modest liquidity cushion, high leverage pro-forma of the
transaction (debt/EBITDA of 5.3x including a EUR47.5 million
vendor loan note) and exposure to zinc price volatility with its
solid niche market position and historical operating performance.

The stable rating outlook reflects Moody's expectation that (1)
the group will continue to hedge its zinc price exposure; and (2)
management has discretion to scale back expansionary capex in
order to maintain a sufficient liquidity cushion and adequate
headroom under financial covenants.

Liquidity:

Moody's expects the consolidated group to maintain modest but
adequate liquidity over the next 12-18 months, recognizing the
discretionary nature of the group's expansionary capex. The
liquidity profile is supported by (1) a cash balance of currently
around EUR30 million, which is low relative to the company's size
and expansion plans and of which around EUR24 million is located
at Befesa Zinc; (2) a four-year EUR30 million revolving credit
facility; and (3) a EUR25 million guarantee facility. Internal
cash flow generation from operations should be sufficient to fund
working capital needs, interest payments and maintenance capex.
Notably, the revolving credit facility contains financial
covenants and will decrease to EUR25 million on June 30, 2014 and
EUR20 million on June 30, 2015. Moody's views the liquidity
cushion of Befesa Zinc as weak given the company's limited cash
position per June 2013 and its vulnerability to unexpected swings
in cash flow generation.

Structural Considerations:

The liability structure at the parent guarantor Triton III No. 14
S.a.r.l. and its subsidiaries is fairly complex. Befesa Zinc and
its restricted subsidiaries are not guaranteeing any debt
outstanding at the level of Bilbao or Befesa Medio Ambiente S.L.
At the same time, Befesa Zinc could pay dividends or provide
intercompany loans to its parent company, Befesa Medio Ambiente
S.L., subject to the restricted payment basket of its EUR300
million bond, which, however, is considered relatively lenient.
The capital structure mainly consists of (1) a EUR190 million
credit agreement consisting of EUR135 million in term loans, a
EUR30 million revolving credit facility, a EUR25 million
guarantee facility at the level of Befesa Medio Ambiente S.L.,
which benefit from guarantees from material operating
subsidiaries excluding Befesa Zinc and its restricted operating
subsidiaries; (2) a EUR20 million super senior secured term loan
facility at the level of Befesa Zinc S.A.U.; and (3) Befesa
Zinc's EUR300 million of senior secured notes due 2018, which
were issued by Zinc Capital S.A. and passed on via a proceeds
loan to Befesa Zinc S.A.U. The proceeds loan benefits from share
pledges and guarantor coverage of 85% of the consolidated EBITDA
and assets of the Befesa Zinc group; and (4) the recently issued
five-year EUR150 million of PIK toggle notes ((P)Caa2, LGD5-89%).

What Could Change The Rating Up/Down:

An upgrade of the CFR of Triton III No. 14 to B2 would depend on
the group achieving debt/EBITDA that is below 5.0x on a
sustainable basis, positive free cash flow generation after
expansion capex, as well as a sustained improvement in the
liquidity cushion of the consolidated group and the Befesa Zinc
group. In addition, Moody's would require mid-term visibility for
the next 18-24 months with regard to the availability of hedging
contracts for the group's zinc price exposure.

Conversely, Moody's could downgrade the ratings if the group's
liquidity position was eroded and its operating performance
deteriorated for a protracted period of time. Quantitatively, a
downgrade could result from an increase of consolidated leverage
above 6.0x debt/EBITDA, EBIT/interest expense reducing to below
1.5x and negative free cash flow generation for a longer period
of time.

Befesa Zinc, S.A.U is a leading steel dust recycler in Europe.
Befesa Zinc is a wholly owned indirect subsidiary of Befesa Medio
Ambiente S.L., an industrial group involved in the industrial
waste recycling sectors. In 2012, Befesa Zinc had revenues of
EUR252 million.



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


CRIMEA REPUBLIC: S&P Lowers ICR to 'B-'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on Ukraine's Autonomous Republic of Crimea to 'B-'
from 'B'.  The outlook is negative.

At the same time, S&P lowered Ukraine national scale rating on
Crimea to 'uaBBB-' from 'uaA-', in line with the national scale
rating on the sovereign.

Rationale

The rating action follows S&P's lowering of the long-term
sovereign rating on Ukraine to 'B-' from 'B' on Nov. 1, 2013.

Under S&P's methodology, a local and regional government (LRG)
can be rated higher than its sovereign if it believes that it
exhibits certain characteristics, as described in "Methodology:
Rating A Regional Or Local Government Higher Than Its Sovereign,"
published Sept. 9, 2009. These include:

   -- The ability to maintain stronger credit characteristics
      than the sovereign in a stress scenario.  This includes,
      among other factors, lack of dependence on the sovereign
      for any applicable share of its revenues and a wealthier
      and more diversified economy than the sovereign as a whole;

   -- An institutional framework that limits the risk of negative
      sovereign intervention; and

   -- The ability to mitigate negative sovereign intervention
      through financial flexibility and independent treasury
      management.

S&P do not currently believe that Ukrainian LRGs, including
Crimea, meet these conditions.

The ratings on Crimea are therefore capped at those on Ukraine.
However, in accordance with S&P's criteria, it assess the
indicative credit level (ICL), as defined by it criteria, of
Crimea at 'b'.

The ICL is not a rating.  It is a means of assessing an LRG's
intrinsic creditworthiness under the assumption that there is no
sovereign rating cap.  The ICL results from the combination of
S&P's assessment of an LRG's individual credit profile and the
effects it sees of the institutional framework in which it
operates.

Outlook

The negative outlook on Crimea mirrors that on Ukraine.  S&P
could lower the ratings on Crimea should it lowers its ratings on
Ukraine, all else being equal.

Because the ratings on Crimea rating are capped at the sovereign
ratings, a positive rating action on Ukraine would also likely
lead to a similar action on Crimea, all else being equal.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The chair
ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.

RATINGS LIST

Downgraded
                                    To              From
Crimea (Autonomous Republic of)
Issuer Credit Rating               B-/Negative/--  B/Negative/--
Ukraine National Scale             uaBBB-/--/--    uaA-/--/--



DNIPROPETROVSK CITY: S&P Lowers Issuer Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on Ukraine's City of Dnipropetrovsk to 'B-' from
'B'.  The outlook is negative.

At the same time, S&P lowered its Ukraine national scale rating
on Dnipropetrovsk to 'uaBBB-' from 'uaA-', in line with the
national scale rating on the sovereign.

                             RATIONALE

The downgrade of Dnipropetrovsk follows S&P's downgrade of
Ukraine.

Under S&P's methodology, a local and regional government (LRG)
can be rated higher than its sovereign if it believes that it
exhibits certain characteristics, as described in "Methodology:
Rating A Regional Or Local Government Higher Than Its Sovereign,"
published Sept. 9, 2009.  These include:

   -- The ability to maintain stronger credit characteristics
      than the sovereign in a stress scenario.  This includes,
      among other factors, lack of dependence on the sovereign
      for any applicable share of its revenues and a wealthier
      and more diversified economy than the sovereign as a whole;

   -- An institutional framework that limits the risk of negative
      sovereign intervention; and

   -- The ability to mitigate negative sovereign intervention
      through financial flexibility and independent treasury
      management.

S&P do not currently believe that Ukrainian LRGs, including
Dnipropetrovsk, meet these conditions.

The long-term rating on Dnipropetrovsk is capped at 'B-' by the
Ukrainian sovereign foreign currency rating.  However, in
accordance with S&P's criteria, it assess Dnipropetrovsk's
indicative credit level at 'b'.

Outlook

The negative outlook on Dnipropetrovsk reflects that on Ukraine.

S&P might lower the ratings on the city in the next 12 months if
it lowers the ratings on Ukraine, all other things being equal.

S&P would revise the outlook to stable if it revised the outlook
on the sovereign to stable.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The chair
ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.

RATINGS LIST

Downgraded
                                  To                 From
Dnipropetrovsk (City of)
Issuer Credit Rating             B-/Negative/--   B/Negative/--
Ukraine National Scale Rating    uaBBB-           uaA-
Senior Unsecured                 B-               B
                                  uaBBB-           uaA-


IVANO-FRANKIVSK: S&P Lowers ICR to 'B-'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on Ukraine's City of Ivano-Frankivsk to 'B-' from
'B'.  The outlook is negative.

At the same time, S&P lowered the Ukraine national scale rating
on Ivano-Frankivsk to 'uaBBB-' from 'uaA-', in line with the
national scale rating on the sovereign.

Rationale

The rating action follows S&P's lowering of the long-term
sovereign rating on Ukraine to 'B-' from 'B' on Nov. 1, 2013.

Under S&P's methodology, a local and regional government (LRG)
can be rated higher than its sovereign if we believe that it
exhibits certain characteristics, as described in "Methodology:
Rating A Regional Or Local Government Higher Than Its Sovereign,"
published Sept. 9, 2009.  These include:

   -- The ability to maintain stronger credit characteristics
      than the sovereign in a stress scenario.  This includes,
      among other factors, lack of dependence on the sovereign
      for any applicable share of its revenues and a wealthier
      and more diversified economy than the sovereign as a whole;

   -- An institutional framework that limits the risk of negative
      sovereign intervention; and

   -- The ability to mitigate negative sovereign intervention
      through financial flexibility and independent treasury
      management.

S&P do not currently believe that Ukrainian LRGs, including
Ivano-Frankivsk, meet these conditions.

The ratings on Ivano-Frankivsk are therefore capped at those on
Ukraine.  However, in accordance with S&P's criteria, its assess
the city's indicative credit level (ICL), as defined by its
criteria, at 'b'.

The ICL is not a rating.  It is a means of assessing an LRG's
intrinsic creditworthiness under the assumption that there is no
sovereign rating cap.  The ICL results from the combination of
S&P's assessment of an LRG's individual credit profile and the
effects it sees of the institutional framework in which it
operates.

Outlook

The negative outlook on Ivano-Frankivsk reflects that on Ukraine.
S&P would revise the outlook to stable if it was to revise the
outlook on the sovereign rating to stable.

Because the rating on the city is capped at the sovereign rating,
any rating action on Ukraine would likely lead to a similar
action on Ivano-Frankivsk, all else being equal.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The chair
ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.

RATINGS LIST

Downgraded
                                  To               From
Ivano-Frankivsk (City of)
Issuer Credit Rating             B-/Negative/--   B/Negative/--
Ukraine National Scale           uaBBB-/--/--     uaA-/--/--


KYIV CITY: S&P Revises Outlook to Negative & Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Ukrainian City of Kyiv to negative from stable and affirmed its
'B-' long-term rating on the city.

Rationale

The rating action follows S&P's lowering of the long-term
sovereign rating on Ukraine to 'B-' from 'B' on Nov. 1, 2013.

Under S&P's methodology, a local and regional government (LRG)
can be rated higher than its sovereign if it believes that it
exhibits certain characteristics, as described in "Methodology:
Rating A Regional Or Local Government Higher Than Its Sovereign,"
published Sept. 9, 2009.  These include:

   -- The ability to maintain stronger credit characteristics
      than the sovereign in a stress scenario.  This includes,
      among other factors, lack of dependence on the sovereign
      for any applicable share of its revenues and a wealthier
      and more diversified economy than the sovereign as a whole;

   -- An institutional framework that limits the risk of negative
      sovereign intervention; and

   -- The ability to mitigate negative sovereign intervention
      through financial flexibility and independent treasury
      management.

S&P do not currently believe that Ukrainian LRGs, including Kyiv,
meet these conditions.

Outlook

The negative outlook on Kyiv mirrors that on Ukraine.  S&P could
lower the ratings on Kyiv should it lower its ratings on Ukraine,
all else being equal.

S&P could also take a negative rating action if the central
government's support diminished, leading to weaker debt repayment
capacity for Kyiv.  This would likely be reflected by a worse
budgetary performance than S&P's base-case scenario and
restricted access to state banks' and treasury liquidity.

S&P might consider a positive rating action on Kyiv if it took a
similar action on Ukraine, all else being equal.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The chair
ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.

RATINGS LIST

Ratings Affirmed; CreditWatch/Outlook Action
                                        To                 From
Kyiv (City of)
Issuer Credit Rating                B-/Negative/--  B-/Stable/--
Senior Unsecured                    B-

Kyiv Finance PLC
Kyiv (City of)
Senior Unsecured                    B-



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


BLOCKBUSTER: Future of Barnstaple Store Looks Uncertain
-------------------------------------------------------
North Devon Journal reports that the future of Barnstaple's
Blockbuster store looks uncertain after the DVD and games rental
chain announced it would be going into administration for a
second time in 10 months.

Barnstaple's Blockbuster store, situated in North Walk, is
currently displaying 'closing down' and 'everything must go'
signs in the window, according to North Devon Journal.

However, the report relates that a head office spokesman said she
couldn't be certain the store was closing and said the company
"remained hopeful" a buyer could be found.

Blockbuster first encountered problems in January when it entered
administration following a fall in sales after losing business to
competitive supermarkets and online retailers, the report
recalls.  The report notes that the chain, which has 264 stores
and employs around 2,000 people, was purchased by private equity
and investment company Gordon Brothers Europe for an undisclosed
sum in March.

Since the New Year, 293 Blockbuster stores have been closed
across the country in two waves of cuts, the report relates.  On
both occasions the Barnstaple store, which is thought to employ
around five people, escaped the closure list and continued
trading as normal, the report says.

However, 'closing down' signs have now appeared in the window of
the town's store following an announcement that the owner was
filing a notice of intention to appoint an administrator, the
report discloses.

Yet despite the signs, a Blockbuster spokesman said it was not
certain the Barnstaple store would be closing, the report relays.

The report notes that Louise Harvey said there were currently no
planned redundancies at the town's store despite a statement from
owners Gordon Brothers which indicated 32 people would be made
redundant.

The report relays that Gordon Brothers said it had "striven to
turnaround the historically loss-making company by restructuring
the business, investing significantly in strategic marketing
activities and negotiating with the landlords of its retail
outlets."  The report says that the firm blamed a period of poor
trading in rental and retail sales and said it had tried to
develop a new digital platform but was unable to broker a
licensing deal with Blockbuster UK's parent company in the US.


CO-OPERATIVE BANK: Plan B Better for Retail Investors
-----------------------------------------------------
Sharlene Goff at The Financial Times reports that when the chief
executive of the Co-operative Group laid out his proposal to
rescue the mutual's banking arm back in June he insisted there
was no Plan B.  However, the restructuring unveiled on Monday,
after weeks of intense negotiations with bondholders, looked
decidedly like one, the FT notes.

The Co-op Group was forced to abandon its plan to hold on to a
majority stake in the bank, reconciling itself instead to the
fact that a group of bondholders -- including about a dozen hedge
funds -- will own 70% of the lender, the FT relates.

Euan Sutherland, who took over as group chief executive in May
this year, said he was "relaxed" at the way the restructuring had
evolved, the FT relays.

Certainly for the thousands of retail investors who, as the
lowest-ranking creditors, could have seen their GBP60 million
holding wiped out, the outcome is better than expected, the FT
states.

This group of investors will shoulder a loss -- or "haircut" --
of about 40% after the Co-op said their debt would be swapped for
new group bonds worth about GBP36 million, the FT discloses.
They will have the choice of sacrificing either part of their
9.25% annual payment rate, or a future capital sum, the FT notes.

According to the FT, the biggest group of bondholders -- the
lower tier-two investors, who initially threatened to block the
Co-op's plan to swap their existing GBP937 million of debt for
new, lower value, bonds -- also said they were satisfied with the
result.

This group will inject a total of GBP1.099 billion -- GBP125
million of new cash, GBP937 million of bonds and GBP38 million of
interest -- in exchange for 70% of the bank's equity and GBP100
million of new bank bonds, the FT discloses.  The Co-op, as cited
by the FT, said hedge funds would account for about half of that
equity slice, giving them a combined stake of 35% in the bank.

Unusually for bondholders of a distressed company, these
investors demanded equity rather than new debt, a stance Co-op
executives said reflected their faith in the recovery potential
of the bank, the FT states.

"The investors see value in the turnaround and are accessing
equity at a good price," the FT quotes Niall Booker, head of the
bank, as saying.  "They believe the bank will be worth a lot more
in future."

Given the Co-op's dire outlook for the business -- it predicted
losses for at least another two years -- they should not expect a
quick turnaround, the FT relays.

Mr. Booker outlined plans to close 15% of the Co-op's retail
branches as he attempts to cut its bloated 80-plus per cent cost-
to-income ratio to a more manageable 60%, the FT discloses.

He warned it would take up to five years to achieve the desired
cost savings, strip out risk and restore the core business to
growth, the FT notes.

                     About Co-operative Bank

Co-op Bank -- part of the mutually owned food-to-funerals
conglomerate Co-operative Group -- traces its history back to
1872.  The bank gained prominence for specializing in ethical
investment.  It refuses to lend to companies that test their
products on animals, and its headquarters in Manchester is
powered by rapeseed oil grown on Co-operative Group farms.

Founded in 1863, the Co-op Group has more than six million
members, employs more than 100,000 people, and has turnover of
more than GBP13 billion.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on May 13,
2013, Moody's Investors Service downgraded the deposit and senior
debt ratings of Co-operative Bank plc to Ba3/Not Prime from
A3/Prime 2, following its lowering of the bank's baseline credit
assessment (BCA) to b1 from baa1.  The equivalent standalone bank
financial strength rating (BFSR) is now E+ from C- previously.


CO-OPERATIVE GROUP: S&P Assigns 'CCC+' Rating to GBP238.2MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned an issue
rating of 'CCC+' to the proposed maximum aggregate
GBP238.2 million subordinated unsecured notes due 2025 (the
proposed notes) to be issued by Co-operative Group Ltd.  The
issue rating is two notches below the corporate credit rating on
Co-operative Group.  At the same time, S&P assigned a recovery
rating of '6' to the proposed notes, indicating its expectation
of negligible (0%-10%) recovery in the event of a payment
default.

The issue ratings on Co-operative Group's GBP450 million
unsecured notes due 2020 and GBP350 million unsecured notes due
2026 remain unchanged at 'B'.  The recovery ratings on the
unsecured notes remain unchanged at '3', indicating S&P's
expectation of meaningful (50%-70%) recovery prospects in the
event of a payment default.

The recovery prospects on the proposed notes are constrained by
the notes' unsecured and subordinated status, including a
subordinated guarantee package and weaker documentation than for
Co-operative Group's existing senior unsecured notes.

The issue and recovery ratings on the existing senior unsecured
notes are largely unaffected by the proposed issuance.  Recovery
prospects on the existing senior unsecured notes are supported by
our valuation of the trading group (excluding the bank and
financial services business) as a going concern, and Co-operative
Group's large portfolio of owned stores.  However, even though
coverage on the existing senior unsecured notes slightly exceeds
70%, S&P caps its recovery rating at '3' in accordance with its
criteria for rating unsecured debt.

                         RECOVERY ANALYSIS

Co-operative Group will issue the proposed notes in exchange for
certain preference shares and subordinated bonds issued by the
Co-operative Bank as part of its recapitalization plan.  S&P
understands that Co-operative Group will only issue the proposed
notes if the various exchange offers are approved by a minimum of
75% of the different classes of creditors.  The ratings on the
proposed notes assume that the exchange offer is approved and
that the nominal value of the notes issued will not exceed
GBP238.2 million.  S&P understands that the proposed noteholders
will have the option to accept either GBP129 million of final
repayment notes, paying annual interest and with a bullet
repayment of the capital at maturity; or a noninterest-bearing
GBP238.2 million installment repayment note, which is repayable
in 12 fixed installments prior to maturity.

The proposed notes are subordinated to Co-operative Group's
existing senior unsecured debt obligations.  The documentation
indicates that the proposed notes are to be guaranteed by
entities comprising at least 80% of Co-operative Group's total
assets and EBITDA, albeit on a subordinated basis.

S&P considers the documentation for the proposed notes as
relatively weak, with few protections for noteholders.  The
proposed notes include change-of-control protection, which
requires repayment of the notes for taxation reasons or in the
event of a downgrade following a change of control.  The proposed
notes' documentation does not include a negative pledge, although
the notes are already subordinated.  There is no cross-default
clause to the bank liabilities in the proposed notes'
documentation.

S&P's hypothetical default scenario assumes a decline in the
sales and profits of the Co-operative trading group.  In this
scenario, increasing competition from large grocery stores moving
into convenience food retailing and rising food commodity prices
and energy costs could reduce the group's profit margin.  S&P now
assumes a payment default in 2017. That said, a default could
conceivably occur earlier if the Co-operative Group is unable to
resolve recapitalization and funding issues relating to the Co-
operative bank.

S&P's default valuation and waterfall metrics are partly
dependent on the final mix of issuance between the final
repayment and installment notes.  S&P's stressed valuation of Co-
operative Group is about GBP2 billion, assuming a stressed
valuation multiple of 6x its calculation of EBITDA at default.
Assuming priority claims of about GBP0.7 billion, comprising the
costs of enforcement, finance leases, secured debt, and 50% of
pension claims, this leaves about GBP1.3 billion of value
available for the senior unsecured debt.  This is sufficient for
recoveries in the 50%-70% range, assuming about GBP1.8 billion of
outstanding claims. Thereafter, S&P sees negligible recovery for
the subordinated noteholders, leading to recovery in the 0%-10%
range.  Depending on the final mix of issuance, S&P expects
between GBP130 million and GBP180 million to be outstanding at
the point of default under the proposed subordinated notes.


CORNERSTONE TITAN 2006-1: S&P Withdraws 'D' Rating on 3 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
Cornerstone Titan 2006-1 PLC's class B, C, D, E, F, G, H, and J
notes.

The withdrawals follow confirmation in the cash manager's report
that the class B, C, D, E, and F notes fully redeemed on the
October 2013 interest payment date.  The sale of the remaining
assets was insufficient to repay in full the class G, H, and J
notes, which incurred principal losses.

Cornerstone Titan 2006-1 was a U.K. commercial mortgage-backed
securities (CMBS) transaction that closed in July 2006.  The pool
initially comprised 10 mixed-use loans--secured on 35
properties--that Credit Suisse AG and Capmark Bank Europe PLC
originated.  All of the loans have repaid. The notes' maturity
date is in April 2015.

          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

Cornerstone Titan 2006-1 PLC
GBP564.266 Million Commercial Mortgage-Backed Floating-Rate Notes

Ratings Withdrawn

B        NR             BB+ (sf)
C        NR             BB- (sf)
D        NR             B (sf)
E        NR             B- (sf)
F        NR             CCC (sf)
G        NR             D (sf)
H        NR             D (sf)
J        NR             D (sf)

NR-Not rated.


ERIC FRANCE: November 12 Auction Scheduled for Luxury Goods
-----------------------------------------------------------
Insider Media reports that a McClaren MP4 supercar, two Porsches
and two Range Rovers, along with luxury watches and a Vertu
mobile phone are among items being auctioned by the joint
liquidators of Eric France Metals.

Sanderson Weatherall has been instructed by joint liquidators
KPMG and PricewaterhouseCoopers to stage an online auction of the
luxury goods, Insider Media relates.

JKL (Wakefield) Ltd. trading as Eric France Metals -- formerly
the main sponsor of Super League team Wakefield Trinity Wildcats
-- entered into creditors' voluntary liquidation in 2013, Insider
Media recounts.

Unpaid VAT of more than GBP20 million led to liquidators being
appointed to the GBP230 million-turnover business, Insider Media
relays.  Super League team Wakefield Trinity Wildcats said the
collapse left them with a six-figure shortfall in their budget,
Insider Media notes.

The online auction will go live at www.Bidspotter.co.uk from
Nov. 12, Insider Media discloses.


LANGTON MATRAVERS: In Administration on Cash Flow Difficulties
--------------------------------------------------------------
BBC News reports that Langton Matravers has been placed into
administration ahead of an expected sale.

Operators DAH Healthcare Limited has blamed cash flow
difficulties linked to occupancy levels and staffing issues,
according to BBC News.

The report relates that administrators Begbies Traynor say
measures have been taken to protect jobs and keep the home open.

The report discloses that the home was given a positive rating in
its latest Care Quality Commission inspection in May.  It is
expected to become available for sale within three months, the
report notes.

The report adds that joint administrator Julie Palmer --
julie.palmer@begbies-traynor.com -- said: "We have worked hard to
ensure there is no disruption to residents and that they continue
to receive an excellent standard of care. . . . . We would also
like to stress that despite past difficulties, the business is
fundamentally profitable and is now in a position to prosper."

Langton Matraver is an adult nursing and residential home.


VITAL SERVICES: Collapses Into Administration, 2,200 Jobs at Risk
-----------------------------------------------------------------
The Telegraph News reports that Salford-based Vital Services
Group (VSG) has gone into administration in a move that affects
around 2,200 workers but has avoided redundancies.  The report
relates that Vital Services has suffered cash flow problems.

Vital Services Group has appointed Deloitte to manage the issue.

Morson Group, another workforce provider, has already bought the
assets and contracts of the seven affected companies and
employees will transfer, according to The Telegraph News.  The
report relates that the administrators said this has secured all
the jobs and will enable essential services to the rail industry
to continue.

The report notes that Dan Smith -- danismith@deloitte.co.uk --
joint administrator and partner in Deloitte's Reorganisation
Services practice, said: "The group has suffered recently from
cash flow pressures . . . .  The sale of the trade and assets of
these companies minimizes disruption in the continued delivery of
these essential services to the rail industry and secures jobs."

The report relates that the deal involves Vital Services Group
Limited, Vital Rail Limited, Ematics Limited, Vital Resources
Limited, Quality Recruitment Limited, Vital Consulting UK Limited
and Vital Power (UK) Limited.  The report discloses that three
other companies in the group -- Vital Skills Training Limited,
Sicura Systems Limited and Vital Technology Limited -- are not
affected.

Salford-based Vital Services Group (VSG) provides engineering and
maintenance staff for Network Rail and London Underground.


                            *********

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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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
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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.


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