TCREUR_Public/131107.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

          Thursday, November 7, 2013, Vol. 14, No. 221



C.A.T. OIL: Moody's Changes Outlook on 'Ba3' CFR to Positive
KALNAI SPORTS: Applies for Insolvency; Hearing Set for Dec. 13


BULGARIAN ENERGY: Fitch Rates EUR500MM Sr. Unsecured Notes BB+


DIOKI: Fina Recommends Launch of Bankruptcy Proceedings


ALBEA BEAUTY: Moody's Rates Proposed US$150MM Notes '(P)Caa2'
ALBEA BEAUTY: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable


GEORGIAN RAILWAY: Fitch Affirms 'BB-' Long-Term Currency IDRs


APCOA PARKING: Centerbridge Buys Leveraged Loans in Takeover Bid
GREULE GMBH: Files For Insolvency in Germany


GREECE: In Second Round of Talks Over Next Bailout Tranche


MAGYAR TELECOM: Files Chapter 15 Petition in New York


AVOCA CAPITAL: Moody's Rates EUR19MM Sr. Sec. Notes '(P)Ba2'


LIEPAJAS METALURGS: About 1,000 Jobs at Risk Following Bankruptcy


FINANCIERE DAUNOU: Moody's Assigns '(P)B3' Corp. Family Rating
MOSSI & GHISOLFI: Fitch Withdraws 'BB' LT Issuer Default Rating


CAIRN CLO II: Moody's Affirms 'B1' Rating on Class E Notes


EKSPORTFINANS ASA: S&P Affirms 'BB+' Ratings; Outlook Negative


HOME CREDIT: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
KARELIA REPUBLIC: Fitch Affirms 'BB-' LT Currency Ratings
TULA REGION: Fitch Assigns 'BB' Long-Term Currency Ratings


BANCAJA 11: S&P Lowers Rating on Class C Notes to 'D(sf)'
FAGOR: Basque Mondragon Won't Rescue Business
FAGOR: Polish Unit Seeks Creditor Protection in Spain
FAGOR: Mondragon Races to Secure Emergency Funding This Week


GLOBAL YATIRIM: Fitch Cuts Long-Term Currency IDRs to 'CCC'
TURKIYE GARANTI: Fitch Affirms 'BB+' Support Rating Floor

U N I T E D   K I N G D O M

C&H (HAULIERS): CM Downton Buys Firm Out of Administration
COOPER GAY: Moody's Cuts Corp Family Rating to B3; Outlook Stable
CO-OPERATIVE BANK: To Axe More Than 1K Jobs As Part of Overhaul
DEUTSCHE PFANBRIEFBANK: Moody's Affirms Ca Ratings on Three Notes
TRAVELZEST PLC: Lack of Additional Funding Prompts Administration


* Upcoming Meetings, Conferences and Seminars



C.A.T. OIL: Moody's Changes Outlook on 'Ba3' CFR to Positive
Moody's Investors Service has changed to positive from stable the
outlook on the Ba3 corporate family rating (CFR) of C.A.T. Oil AG
an independent oilfield services (OFS) company with a strong
position in fracturing and sidetracking services in Russia.
Concurrently, Moody's has affirmed this rating.

Ratings Rationale:

The rating action reflects CAToil's long track record of
conservative financial policies and robust through-the-cycle
operating and financial performance that is among the strongest
in the Oilfield Services (OFS) industry (five-year average
adjusted debt/EBITDA of below 1.0x and five-year average adjusted
EBIT/interest above 10.0x). Moody's also recognizes the company's
historically prudent expansion strategy and ability to grow and
diversify its business organically while maintaining a very
healthy financial profile. Since 2006, CAToil has doubled its
revenues and EBITDA through completing two investment cycles
including the successful launch of the third line of business in
2012, high-class drilling, which as well as increasing the
company's size will provide for additional growth and strengthen
its business diversification.

In addition to robust operating and financial performance,
CAToil's rating continues to reflect Moody's view that the OFS
industry fundamentals in Russia will remain strong, at least over
the next 18-24 months. CAToil is well positioned to benefit from
these conditions given its competitive business model with a
well-invested modern asset base, its premium position in
fracturing and sidetracking as well as its solid reputation and
longstanding customer relationships. The strong performance of
CAToil's management, with successful efficiency and cost-control
measures, further supports the company's healthy profitability
and financial metrics and increases its resilience during market

At the same time, CAToil's Ba3 rating remains constrained by the
company's (1) small size compared with that of its peers; (2)
concentrated customer base; and (3) exposure to risk factors
related to the Commonwealth of Independent States (CIS). In
addition, although CAToil is favorably positioned to withstand a
potential market downturn, the rating also incorporates the
inherent volatility of the OFS industry and its dependence on
potential changes in oil & gas market conditions including oil
price environment, adverse regulatory initiatives, etc.

Rationale For Positive Outlook:

The positive outlook on the rating reflects the potential for an
upgrade of CAToil's rating over the next 12-18 months, based on
Moody's expectation that the company will continue to deliver on
its growth strategy while maintaining robust operating and
financial performance. As the company's focus is on organic
growth, Moody's does not factor any sizeable acquisitions into
the current rating.

What Could Change The Ratings Up/Down:

Moody's could consider an upgrade of the rating if CAToil were to
(1) continue to successfully grow its business as planned,
focusing on the smooth organic expansion of its three core
product lines with a balanced capital expenditure (capex) program
predominantly funded through its growing operating cash flow; (2)
maintain strong operating results and conservative financial
policy within Moody's guidelines for the rating; and (3) further
enhance its liquidity profile to support the expansion.

Conversely, the rating could come under downward pressure if (1)
CAToil's leverage materially increases above expected levels,
either as a result of more aggressive debt-financed capex and
shareholder distributions or due to lower profitability, such
that the company's adjusted debt/EBITDA exceeds 2x on sustained
basis; (2) the company's operating performance deteriorates as a
result of the loss of a major customer/s; or (3) exploration and
production (E&P) activity in the region declines and has a
negative impact on business fundamentals, by exerting significant
pressure on the company's market position or capacity to generate
sufficient cash flow to enable it to maintain a solid liquidity

Based in Austria, C.A.T. Oil AG (CAToil) is an independent OFS
company that services the major oil & gas companies in Russia and
Kazakhstan. The company is a niche player in the overall OFS
market, with a strong position in fracturing and sidetracking
services as a result of its high-quality modern fleet. In 2012,
the company successfully completed its investment program to
develop high-class drilling as a third business line. CAToil is a
publicly traded company, with 29% of free float traded on the
Frankfurt Stock Exchange. The remaining 71% is privately held by
the company's two founding members. In the 12 months ended June
2013, CAToil generated sales of EUR387 million and adjusted
EBITDA of around EUR105 million.

KALNAI SPORTS: Applies for Insolvency; Hearing Set for Dec. 13
Jo Beckendorff at Bike Europe reports that national creditor
protection association AKV Europa announced Kalnai Sports GmbH
applied for insolvency on Oct. 31.

According to Bike Europe, AKV said that the Innsbruck based
lawyer Dr. Wolfgang Offer has been appointed receiver.  A first
detailed examination hearing and possible recovery plan is said
to be ready on Dec. 13, Bike Europe discloses.

There are no specific reasons named in the insolvency application
by Kalnai Sports apart from a total debt of EUR1.2 million
recorded in the company's 2012 fiscal year, Bike Europe notes.

Kalnai Sports is foremost known as SRAM's exclusive Austrian
distributor.  Next to all SRAM brands Kalnai is also distributing
other premium brands like Argon, Garmin, Geax/Vittoria, Saris and


BULGARIAN ENERGY: Fitch Rates EUR500MM Sr. Unsecured Notes BB+
Fitch Ratings has assigned Bulgarian Energy Holding EAD's (BEH)
debut EUR500 million 4.25% eurobond due 2018 a final foreign
currency senior unsecured rating of 'BB+'.

The rating for the unsecured bonds of BEH, the holding company,
is at the same level as BEH's Long-term foreign currency Issuer
Default Rating (IDR) of 'BB+'/Stable, which is based on the
group's consolidated financial and business profile. Fitch said
"We believe that the structural subordination of the holding
company's creditors to the external creditors lending directly to
its operating companies is mitigated by the rising share of the
holding company's debt in total debt and the low ratio of prior-
ranking debt (the debt of subsidiaries who do not guarantee BEH)
to consolidated EBITDA."

Key Rating Drivers For BEH's Unsecured Debt:

Rising Share of Holding Company's Debt
Fitch said "We expect that the EUR500 million eurobond issue by
the holding company, together with the repayment of some
subsidiary debt, will increase the share of holding company's
debt in total group debt to 58% at end-2013 from 30% at end-June
2013. At the same time, the ratio of prior-ranking debt (the debt
of subsidiaries who do not guarantee BEH) to consolidated EBITDA
will decrease to about 1.2x from 1.5x (based on 2012 audited
EBITDA). This ratio is well below our threshold of 2x, when we
would consider rating unsecured debt one-notch lower due to the
subordination effect from material levels of prior-ranking

Central Funding Strategy
There are no upstream guarantees from material subsidiaries for
the EUR500 million bond issue at the holding company level. If
there were, these would contractually equalize the position of
the holding company's creditors with the creditors of operating
subsidiaries. The group's funding strategy is to raise debt at
the BEH level and repay some subsidiary debt, thus over time
mitigating structural subordination within the group.

Key Features of the Notes
The bond documentation includes a negative pledge clause
monitoring the creation of secured debt (defined as relevant
indebtedness) of BEH and its material subsidiaries, a change of
control put option and also a cross-default provision related to
BEH and its material subsidiaries. There is also a financial
covenant related to incurrence of additional indebtedness if the
ratio of consolidated EBITDA to consolidated fixed charge is
below 4x.

Key Rating Drivers For BEH:

Dominant Market Position
BEH, together with its subsidiaries (BEH group), has a dominant
position in Bulgaria's electricity and gas markets. The group's
key segments, based on EBITDA contribution, are electricity
generation, electricity transmission and gas transmission and

Strong Links with the State
BEH is notched up one level from its standalone rating of
'BB'/Stable, reflecting the group's strong links with the
Bulgarian state (BBB-/Stable). The strong linkage is mainly
evidenced by state guarantees for about 50% of the group's debt
(as of end-2012), its strong operational ties with the state and
its strategic importance. Fitch said "We expect the share of
state-guaranteed debt to gradually decrease in the long term."

Regulatory Regime's Weakness
The regulatory framework in Bulgaria is less developed than in
most other EU countries and provides for lower and less
predictable remuneration for electricity and gas network
businesses and for electricity and gas supply. Another constraint
relates to electricity price setting which is often influenced by
political decisions. A substantial part of power generation is
subject to price regulation.

Rated on a Consolidated Basis
BEH is rated based on a consolidated business and financial
profile. Although BEH is a holding company, it has 100% ownership
of all its main subsidiaries. The group was created by the
government in 2008 as part of the restructuring of the energy
sector through an in-kind contribution of the shares of several
state-owned power companies to the predecessor of BEH. The
government views the whole BEH group as the state's strategic
asset in the electricity and gas markets.

The main source of recurring cash flow for the holding company is
dividends from subsidiaries. BEH supports some of its financially
weaker operating subsidiaries, in particular National Electric
Company EAD (NEK), with inter-company loans. In May 2013 it
refinanced NEK's EUR195m syndicated bank loan with a bridge loan
at the holding level.

Higher Leverage
Fitch projects funds from operations (FFO) adjusted net leverage
to weaken to about 2x-3x in 2014-2015 from 1.7x in 2012 (0.6x in
2011) due to negative free cash flow on the back of higher capex.
BEH's leverage of 2x-3x is in line with Fitch's 2014-2015
leverage expectation for most central European (CE) utilities,
which are rated higher than the company. However, we view BEH's
debt capacity as lower than that of Fitch-rated CE peers.

Corporate Governance
The ratings are negatively affected by corporate governance
limitations, including a qualified audit opinion for BEH group's
2009-2012 financial statements.

Rating Sensitivities:

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

   -- FFO net adjusted leverage below 1.5x on a sustained basis,
      for instance due to a reduced capex plan and an improved
      financial performance, including liquidity management and
      debt maturity profile

   -- Rising and more predictable remuneration for regulated

   -- Progress in the liberalisation of the electricity market
      through a rising share of market-based pricing in the
      generation sector

   -- Stronger corporate governance

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

   -- FFO net adjusted leverage exceeding 3x on a sustained
      basis, for instance due to financial underperformance or
      substantial payments related to the ongoing litigation
      concerning the terminated Belene nuclear project

   -- Weakening links between BEH and Bulgaria through, for
      instance, a reduction of the share of state-guaranteed debt
      to less than 10%-15% of total group debt or lack of
      additional tangible support if needed

   -- A negative change in Bulgaria's ratings, which could affect
      BEH's ratings if the company's ratings become capped by the

   -- Failure to maintain sufficient liquidity

Liquidity And Debt Structure:

Sufficient Liquidity After Bond Issue
At end-June 2013, the group's liquidity was temporarily stretched
as it had cash of BGN492 million versus short-term debt of BGN578
million. The relatively high short-term debt is mostly driven by
the upcoming maturity of a EUR195 million (BGN382 million) bridge
loan, which is due on November 16, 2013. The group's liquidity is
sufficient following the EUR500 million (BGN980 million) bond
issue as the proceeds will be partly used for the repayment of
short-term debt, including a EUR195 million bridge loan. The
group faces weak diversification of cash and cash equivalents as
most of the cash was held in a single bank as of end-June 2013.

Secured debt
Some subsidiary debt is secured on assets. However, we believe
that the amount of secured debt is not material to the senior
unsecured rating given that secured debt accounted for about 0.5x
EBITDA or 22% of total debt at end-2012.

Fitch rates BEH as follows:

Long-term foreign currency IDR of 'BB+'; Stable Outlook
Long-term local currency IDR of 'BB+'; Stable Outlook
Foreign currency senior unsecured rating of 'BB+'


DIOKI: Fina Recommends Launch of Bankruptcy Proceedings
SeeNews reports that Dioki said on Oct. 29, 2013 Croatian
financial mediator Fina has recommended the opening of bankruptcy
proceedings against Dioki.

According to SeeNews, a Fina statement submitted by Dioki to the
Zagreb bourse indicated that the move was prompted by Dioki's
illiquidity and insolvent position.

Dioki narrowed its consolidated net loss 35.8% to HRK86 million
(US$15.5 million/EUR11.3 million) in the first half of 2013,
SeeNews relates.

Dioki is a Croatian polymer and petrochemicals producer.


ALBEA BEAUTY: Moody's Rates Proposed US$150MM Notes '(P)Caa2'
Moody's Investors Service has assigned a provisional (P)Caa2
rating to Albea Beauty Partners S.A.'s proposed US$150 million
pay-in-kind (PIK) notes due in 2018, with a stable outlook.

At the same time, Moody's placed Albea Beauty Holdings S.A.'s
(Albea) ratings under review for downgrade. Ratings impacted
include its B2 corporate family rating (CFR), its B2-PD
probability of default rating (PDR) and the B2 rating on the
existing senior secured 2019 notes.

Upon the successful closing of the PIK issuance, Moody's expects
to move the CFR and PDR to Albea Beauty Partners S.A. from Albea
Beauty Holdings S.A. and could downgrade the CFR to B3 and/or PDR
to B3-PD. Moody's expects the rating of the senior secured 2019
notes issued by Albea Beauty Holdings S.A to remain at B2 if the
transaction is executed as expected.

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

Ratings Rationale:

The review for downgrade on Albea Beauty Holdings S.A.'s ratings
follows the offering of US$150 million PIK notes by Albea Beauty
Partners S.A maturing in 2018 (prior to the existing senior
secured notes due 2019). The proceeds of the PIK notes will be
used to fund a shareholder distribution.

As Albea Beauty Partners S.A, the PIK issuer, is a holding
company with no independent business operations, it will rely on
cash up-streamed from its subsidiaries to service interest. The
terms of the PIK notes require that the first, second and last
interest payments be paid entirely in cash. The other interest
payments shall also be made in cash ("pay-if-you-can") subject to
availability under the restricted payment basket as defined in
the senior secured 2019 notes less US$10 million and provided
that average liquidity of Albea Beauty Holdings S.A. and its
subsidiaries is at least US$30 million after such interest has
been paid.

Moody's views the PIK issuance as a very opportunistic and
shareholder-friendly move at a time where Albea is executing
substantial business restructuring and integration projects. The
mandatory cash interest payments on the PIK notes further weaken
Albea's liquidity profile in the context of significant cash
restructuring costs, and the weaker than originally expected
performance of the acquired Rexam business. Consequently, Moody's
expects that free cash flow will remain negative at least through
2014. The PIK issuance will increase Albea's leverage to 6.4x
(based on LTM June 2013 EBITDA, pro-forma and on a Moody's
adjusted basis) from 5.5x. Finally Moody's believes that
execution risks remain regarding the integration of both
businesses, considering the complexity of initiatives and
magnitude of expected implementation cost and related synergies.

Albea's liquidity profile is also weakened by its reliance on an
uncommitted (three month termination period) EUR100 million
European receivables facility. As of September 2013, the company
had US$48 million in cash, availability of US$39 million under
the committed US$60 million North American ABL facility due in
2017 and US$86 million of availability under the uncommitted
receivables facility. However, Moody's expects that the Rexam
integration and restructuring costs will continue to absorb a
considerable amount of cash at least through 2014.

The (P)Caa2 rating for the US$150 million 2018 PIK toggle notes
reflects their structural subordination, borrowed at Albea Beauty
Partners S.A. two levels above the restricted group for the
existing 2019 notes, and contractual subordination through the
absence of any debt claim into the restricted group of the senior
debt including the senior secured 2019 notes. Moody's understands
that the audited consolidated accounts will continue to be
produced at Albea Beauty Holdings S.A., with sufficient
additional disclosure to arrive at a consolidated picture
including the PIK debt.

What Can Change The Rating Up/Down:

Albea's ratings are under review for downgrade because of the
US$150 million PIK issuance. Moody's could downgrade the CFR to
B3 and/or PDR to B3-PDR upon conclusion of the review.

Albea Beauty Holdings S.A is the holding company for the recent
combination (December 2012) of Albea Group and Rexam PC, the
cosmetics business of Rexam Plc (Baa3, stable). For the first
half of 2013, combined revenues and adjusted EBITDA (as measured
by the company) reached US$774 million and US$76 million,

ALBEA BEAUTY: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
Standard & Poor's Ratings Services said it had lowered to 'B'
from 'B+' its long-term corporate credit rating on France-based
cosmetics and personal care packaging manufacturer Albea Beauty
Holdings S.A.  The outlook is stable.

At the same time, S&P assigned its 'B' long-term corporate credit
rating to Albea Beauty Partners S.A., a new holding company in
Albea's group structure.  The outlook is stable.

S&P also lowered to 'B' from 'B+' its issue rating on Albea's
EUR200 million senior secured notes due 2019 and US$385 million
senior secured notes due 2019.  The recovery rating on these
notes remains unchanged at '4', indicating S&P's expectation of
average (30%-50%) recovery in the event of a payment default.

In addition, S&P assigned its 'CCC+' issue rating to the proposed
US$150 million payment-in-kind (PIK) toggle notes due 2018, to be
issued by Albea Beauty Partners.  The recovery rating on these
notes is '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

The rating on Albea Beauty Partners reflects that on its
indirectly fully owned subsidiary Albea.

The downgrade of Albea follows the company's announcement that it
will issue US$150 million of PIK toggle notes to fund a dividend
payout to its private equity owners Sun Capital Inc. and Albea's
own management.  S&P believes this aggressive transaction will
negatively affect Albea's credit quality, and have therefore
revised its assessment of Albea's financial policy to "very
aggressive" from "aggressive".  S&P has also revised its
assessment of Albea's financial risk profile to "highly
leveraged" from "aggressive" because it anticipates that the
group's Standard & Poor's-adjusted debt will exceed US$900
million following the transaction, leading to adjusted debt to
EBITDA of more than 6x as of Dec. 31, 2013.  On a reported basis,
S&P anticipates this ratio will be less than 5x on the same date.

Under S&P's base-case scenario, it assumes that Albea's revenues
will be about US$1.5 billion for the year to Dec. 31, 2013, and
mostly benefit from growth in emerging markets, where the company
derives about one-third of its revenues.  In S&P's view,
management's focus on cost optimization and increased synergies
following the recent acquisition of Rexam PLC's cosmetics
business should lead to EBITDA margins close to 10% by year-end

S&P continues to assess Albea's business risk profile as "fair"
management and governance as "fair" under its criteria.

The stable outlook reflects S&P's view that Albea is on track to
successfully integrate Rexam's personal care division,
translating into increased volumes and progressively improving

Although remote at the moment, downward pressure on the ratings
could come from tighter liquidity than S&P anticipates or a
significant deterioration in the group's EBITDA margin.

Rating upside is currently limited because of the group's capital
structure, relatively modest absolute cash generation, and
financial policies on leverage and dividends.


GEORGIAN RAILWAY: Fitch Affirms 'BB-' Long-Term Currency IDRs
Fitch Ratings has affirmed Georgian Railway LLC's (GR) Long-term
foreign and local currency Issuer Default Ratings (IDR) at 'BB-'
and Short-term foreign and local currency IDRs at 'B'. The
Outlooks on the Long-term IDRs has been revised to Negative from
Stable. Fitch has also affirmed the company's foreign and local
currency senior unsecured ratings at 'BB-'.

The revision of the Outlook is driven by both an expected
deterioration in the company's credit metrics and our view that
the Georgian state's support for the company has weakened. Fitch
continues to view GR's standalone rating as commensurate with a
'BB-' rating but has revised the Outlook to Negative from Stable
to reflect the deterioration in the company's underlying
performance due to lower than expected volumes and higher costs.
At the same time, weaker company ties with Georgia have led to a
change in rating approach within Fitch's Parent and Subsidiary
Rating Linkage criteria. Fitch no longer considers it appropriate
to align GR's ratings with those of the state and links with the
government will now be reflected in a top down one-notch rating
approach. As the standalone rating is higher than the top down
one-notch rating approach, the standalone rating currently drives
the overall rating.

Key Rating Drivers:

Weaker Standalone Credit Profile
The rating actions reflect a material reduction in Fitch's
forecasts for EBITDA and funds from operations (FFO) and a
consequent deterioration in credit metrics over the next two
years. However, Fitch continues to view GR's standalone rating as
commensurate with a 'BB-' rating and the ratings continue to be
based on the expectation that GR will maintain its monopoly
status and liberal tariff setting policy, along with its dominant
regional market share in the provision of freight transportation
services. The company's small size compared with many other
railways is a limiting factor as is its reliance on the
transportation of transit volumes by a single transit route which
heightens event risk. In FY12 and H113 severe weather conditions,
repair works and strikes created large variations in volumes

Negative Outlook:

FFO gross adjusted leverage is forecast by Fitch to be greater
than 4.0x at YE13, in excess of guideline levels of 3.5x and
therefore high in the context of the current standalone rating.
FFO adjusted net leverage and FFO fixed charge cover are also
forecast to be weak at greater than 3.0x and below 3.5x,
respectively. An improvement in credit metrics, namely a
deleveraging to below 3.5x FFO gross adjusted leverage and
increase in interest cover to greater than 3.5x, is expected by
the agency as of FYE15 but if there is evidence that this is
unlikely to materialize, there is likely to be negative rating
action. An improvement in these metrics is dependent on a gradual
improvement in operating performance, assuming the Baku-Tbilisi-
Kars route becomes fully operational, while capex and dividends
have been reduced compared with our previous expectations.

Weaker Links With Sovereign:

Fitch assesses the links with Georgia (BB-/Stable) to have
weakened over the past 18 months due to a continual reduction in
the state's direct ownership, material dividend payments in a
high capex period, and more recently, some pressure to increase
employee salaries given recent elections. There has also been a
perceived reduction in government backing for key investment
projects, Tbilisi Bypass. This weakening has led to a change in
Fitch's application of its Parent and Subsidiary Rating Linkage
methodology. Fitch believes a one-notch top down rating approach
from Georgia's sovereign rating of BB-/Stable more accurately
reflects the company's importance to the local economy as the
largest taxpayer and employer and its role in Georgia's regional
transit corridor. However, as the standalone rating is higher
than the top down one-notch rating approach, the standalone
rating currently drives the overall rating.

Performance Materially Lower than Forecast:

Fitch has materially reduced its forecasts for EBITDA and FFO by
around 20% and 30%, respectively. This is because of lower than
projected volumes and tariffs combined with higher than expected
personnel costs. Total volumes are now likely to fall initially
in FY13 (there was 10.4% decline in H113) with only moderate
increases of around 2-3% p.a. thereafter. Volumes generated by
the Baku-Tbilisi- Kars route are expected to be delayed to FY15
from FY13. Tariff increases are not forecast to be as high as
previously forecast by Fitch, but will offset some of the decline
in volumes, as witnessed in H113. In H113, EBITDA margins fell
considerably to 45% from around 59% in H112, largely due to
salary increases introduced throughout FY12 and again in Q113,
although as volumes improved in Q313, margins are expected to
recover to around 50% by FY13E.

Sizeable but Flexible Capex:

GR has a number of strategic and sizeable projects, namely the
modernization of the mainline connecting Tbilisi to the Black Sea
and the Tbilisi Bypass project. Capex is forecast to be
substantially lower in FY13 and FY14 compared with the past three
years, totaling only around GEL280 million, but remains high in
the context of the reduced FFO generation. Although capex is
largely discretionary and may be delayed to moderate credit
metrics, there is some risk of a stranded asset (GEL354 million
spent by FYE12) should the Tbilisi Bypass project remain
unfinished. Over the next five years, GR forecasts capex of
around GEL786 million, whilst total capex commitments as at H113
amounted to GEL596 million (FY12: GEL693 million). The Baku-
Tbilisi-Kars project is fully funded by the Azerbaijan government
and not executed by GR.

Dominant Strategic Market Position:

GR has a dominant domestic market position as the sole railway
operator in Georgia, with ownership and operation of the tracks
in Georgia, rail terminals and rolling stocks. Combined with its
unique geographical positioning situated between the Caspian and
Black Seas, with access to key ports on the Black Sea Coast, this
enables GR to successfully provide freight transportation in and
around the Caspian Region and capitalize on the increasing demand
for freight transportation from neighboring oil and mineral-rich
countries. Partnerships with neighboring countries, namely
Azerbaijan, Armenia, and future links with Turkey have further
sought to increase its importance in terms of freight
transportation within the region. There is competition from
pipelines for liquid cargoes but volumes transported by rail are
supported by the need to ship refined products and crude oil of
either exceptionally good or poor quality, deemed unsuitable for
pipeline blends.

Liquidity & Debt Structure:

Adequate Liquidity
GR's cash position of GEL215 million at end-2012 in addition to
undrawn credit facilities of GEL40.3 million were more than
sufficient to cover short-term debt of GEL33 million. Debt
maturities have been extended following the US$500 million 2022
bond issuance with only GEL47 million, representing the remaining
portion of the US$250 million 9.9% bonds, falling due in FY15.
Free cash flow is forecast to remain negative in FY13 but
assuming lower payments of capex and dividends thereafter
meaningful positive FCF should be generated as of FY15. Cash,
deposits and undrawn credit facilities are solely held by
Georgian banks, with speculative grade ratings.

Rating Sensitivities:

Positive: The current Rating Outlook is Negative. As a result,
Fitch's sensitivities do not currently anticipate developments
with a material likelihood, individually or collectively, of
leading to a rating upgrade. Future developments that may
nonetheless potentially lead to a positive rating action
(revision of the Outlook to Stable) include:

   -- A sustainable improvement in FFO adjusted leverage to below
      3.5x and FFO fixed charge cover greater than 3.5x.

   -- Stronger links with the government, such as government
      guarantees for a material portion of GR's debt.

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

   -- FFO adjusted leverage consistently in excess of 3.5x and/or
      FFO fixed charge cover consistently below 3.5x. This may be
      due to lower than expected volumes or tariffs, including
      further delay in the Baku-Tibilisi-Kars railway, or
      material increases in the company's capex program and/or
      changes in dividend policy if these lead to further
      incurrence of debt.

  -- Weakening links with the government, such as privatization
     of a majority stake may result in wider notching down from
     the sovereign rating, but would not affect GR's overall
     rating at its current level as it is supported by its
     standalone strength.


APCOA PARKING: Centerbridge Buys Leveraged Loans in Takeover Bid
Claire Ruckin at Reuters reports that distressed debt investor
Centerbridge has bought hundreds of millions of euros of Apcoa
Parking's leveraged loans in a bid to gain control of Europe's
biggest parking management firm.

According to Reuters, Lazard and Rothschild are advising Apcoa on
a debt restructuring which has to take place before the company's
EUR650 million (US$875.85 million) of buyout loans mature in
April 2014.

Reuters relates that banking sources said on Tuesday Apcoa's
lenders have sold around EUR400 million (GBP336.82 million ) of
the company's leveraged loans in Europe's secondary market in the
last two months to try to avoid heavy losses in a debt

"Banks are selling out of Apcoa and running for the door.
Centerbridge is in the driving seat and will look to buy out the
rest of the syndicate and lead a debt restructuring," Reuters
quotes one of the sources as saying.

Centerbridge has been the biggest buyer of Apcoa's loans, Reuters
notes.  The banking sources said that its "loan to own" strategy
is expected to yield a majority stake which will be converted
into equity in a debt for equity swap, Reuters relays.

According to Reuters, the banking sources said that a lender put
EUR44 million of Apcoa's loans up for auction last week but the
paper failed to sell as the seller's price of 89% of face value
was deemed too high.

Apcoa's term loan B paper is currently quoted at around 85% of
face value, according to Thomson Reuters LPC data.

Apcoa Parking AG is Europe's longest-established full service
parking management company, managing over 860,000 parking spaces,
across 15 countries and with around 4,500 employees.  It is
headquartered at Stuttgart Airport in Germany.

GREULE GMBH: Files For Insolvency in Germany
-------------------------------------------- reports that Greule GmbH filed for insolvency with
the District Court Pforzheim on Oct. 29, 2013.

The court has appointed lawyer Marc Schmidt-Thieme as interim
insolvency administrator, says.  Around 115 employees
are affected by the insolvency, the report notes.

Greule GmbH is a German PCB manufacturer. The company was founded
in 1954 by Fritz Greule.


GREECE: In Second Round of Talks Over Next Bailout Tranche
Stelios Bouras at The Wall Street Journal reports that
international budget inspectors began meetings with Greek
officials Tuesday in a second round of talks aimed at bridging a
contentious divide over what more Athens needs to do to secure
its next tranche of aid.

According to the Journal, the review comes amid heightened
political tensions in Greece.  Labor unions have called a
nationwide general strike for Wednesday to protest further
austerity measures, while the two parties in the coalition
government are divided over a new property tax, the Journal

The Journal relates that representatives from the European
Commission, European Central Bank and the International Monetary
Fund -- known as the troika -- met with Finance Minister Yannis
Stournaras for more than two hours Tuesday, their first session
since the end of September.  At stake is Greece's next slice of
aid, worth EUR1 billion (US$1.35 billion), the Journal notes.

"It was a good first meeting," the Journal quotes a senior Greek
finance ministry official who took part as saying.  "One of the
things we discussed was the 2014 budget draft and a series of
initiatives such as tax compliance and tax administration."

"The troika," the official, as cited by the Journal, said, "will
collect information through the week on where we stand, and there
will be another meeting with them, probably on Friday."

A big sticking point in discussions between the two sides is
whether Greece needs to adopt more austerity measures to close a
projected fiscal gap next year, the Journal states.

Greece, the Journal says, must achieve a primary budget surplus
-- the surplus before counting interest payments on debt -- equal
to 1.5% of gross domestic product in 2014, with this rising in
succeeding years.

For this year, Greece is on track to report a small primary
budget surplus -- its first in decades, the Journal notes.

Despite this, the international inspectors say that the country
must take further measures to cover a projected EUR2 billion to
EUR2.5 billion shortfall in meeting the 1.5% of GDP target next
year, according to the Journal.

The Greek government, however, has refused any further across-
the-board budget cuts or tax hikes, and says it is only about
EUR500 million short of next year's target, the Journal

Further austerity measures to make up for projected shortfalls in
2015 and 2016 are also expected to be discussed, the Journal

According to the Journal, the IMF said Greece faces an additional
financing shortfall of about EUR11 billion between mid-July next
year, when a euro-zone aid package to Greece expires, and early
2016, when IMF aid to the country runs out.  Roughly half of that
financing gap is because euro-zone central banks went back on a
commitment to support Greece by rolling over its government
bonds, the Journal notes.

Negotiations have been rocky ever since Greece received its first
bailout in spring 2010, with each review usually stretching over
several weeks and sometimes months, the Journal recounts.

This time, however, Greece is eager for a quick resolution,
hoping that the review will be completed in time for a Nov. 14
meeting of euro zone finance ministers that will decide on the
next aid tranche, the Journal says.


MAGYAR TELECOM: Files Chapter 15 Petition in New York
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Magyar Telecom BV, owner of Hungarian telecommunications
provider Invitel, filed a petition in New York under Chapter 15
to assist a court in the U.K. in carrying out a scheme of
arrangement to deal with EUR350 million (US$481 million) in 9.5%
secured notes.

Magyar is a Dutch company, and the operating company Invitel is
Hungarian.  According to Bloomberg, the companies determined that
a quickly accomplished debt restructuring was impossible in
either the Netherlands or Hungary.  They also concluded that a
Chapter 11 reorganization in the U.S. would be too expensive,
Bloomberg notes.

Consequently, Magyar gained the support of holders of 70% of the
notes on a scheme of arrangement to be implemented through the
High Court of Justice of England and Wales, Bloomberg relates.
The U.K. proceedings commenced Oct. 21, Bloomberg discloses.  On
Oct. 28, the U.K. judge authorized holding a creditors' meeting
on Nov. 27 to approve the scheme, Bloomberg relays.

The scheme would reduce debt on the notes to EUR155 million,
Bloomberg states.  The reorganized company will have another
EUR10 million owing to London-based Mid Europa Partners Ltd.,
which manages the companies' ultimate parent, Bloomberg says.
The so-called sponsor will inject EUR25 million in cash,
Bloomberg discloses.  The notes represent almost all of Magyar's
debt, Bloomberg states.

Noteholders will receive new notes representing 47.1% of the
existing notes, together with some of the reorganized company's
equity, Bloomberg says.

The companies took corporate actions to qualify for bankruptcy in
both the U.K. and the U.S., Bloomberg discloses.  If the U.S.
court decides that the U.K. is home to the foreign main
proceeding, the judge will enforce the scheme in the U.S. and bar
creditor actions, Bloomberg states.

The operating company's financial problems were caused by
competition and falling prices, Bloomberg discloses.  It hasn't
generated cash to service the notes since 2010, Bloomberg states.

The case is In re Magyar Telecom BV, 13-bk-13508, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).

                    About Magyar Telecom B.V.

Magyar Telecom B.V. is a private company with limited liability
incorporated in the Netherlands and registered at the Chamber of
Commerce (Kamer van Koophandel) for Amsterdam with number
33286951 and registered as an overseas company at Companies House
in the UK with UK establishment number BR016577 and its address
at 6 St Andrew Street, London EC4A 3AE, United Kingdom
(telephone: +44(0)207-832-8936, Fax: +44(0)207-832-8950).

                           *     *     *

As reported by the Troubled Company Reporter-Europe on July 19,
2013, Moody's Investors Service downgraded the corporate family
rating of Magyar Telecom B.V. to Ca from Caa3, and the
probability of default rating to Ca-PD/LD from Caa3-PD.
Concurrently, Moody's downgraded Invitel's EUR350 million 9.5%
senior secured notes due 2016 to Ca from Caa3.  Moody's said the
outlook on the ratings remains negative.


AVOCA CAPITAL: Moody's Rates EUR19MM Sr. Sec. Notes '(P)Ba2'
Moody's Investors Service has assigned the following provisional
ratings to notes to be issued by Avoca Capital CLO X Limited:

  EUR166,000,000 Class A Senior Secured Floating Rate Notes due
  2026, Assigned (P)Aaa (sf)

  EUR47,500,000 Class B Senior Secured Floating Rate Notes due
  2026, Assigned (P)Aa2 (sf)

  EUR14,750,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2026, Assigned (P)A2 (sf)

  EUR20,000,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2026, Assigned (P)Baa3 (sf)

  EUR19,000,000 Class E Senior Secured Deferrable Floating Rate
  Notes due 2026, Assigned (P)Ba2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

Ratings Rationale:

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2026. The provisional ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Avoca Capital
Holdings, has sufficient experience and operational capacity and
is capable of managing this CLO.

Avoca CLO is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans or senior secured
bonds and up to 10% of the portfolio may consist of senior
unsecured loans, second-lien loans, mezzanine obligations, high
yield bonds and senior unsecured bonds. The portfolio is expected
to be 60% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe. The remainder of the portfolio will be acquired during
the seven month ramp-up period in compliance with the portfolio

Avoca Capital will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations, and are subject to certain restrictions.

In addition to the five classes of notes rated by Moody's, the
Issuer will issue one class of subordinated notes.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Moody's modelled the transaction using its European Cash Flow
Model, a cash flow model based on the Binomial Expansion
Technique, as described in Section 2.3 of the "Moody's Global
Approach to Rating Collateralized Loan Obligations" rating
methodology published in May 2013. 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. As such, Moody's encompasses the assessment of stressed

Moody's used the following base-case modeling assumptions:

Par amount: EUR300,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 4.20%

Weighted Average Recovery Rate (WARR): 41.0%

Weighted Average Life (WAL): 8 years.

Moody's notes that on 14 August 2013, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating implementation guidance for
its "Moody's Approach to Capturing Country Risk in European CLOs
". If the revised rating implementation guidance is implemented
as proposed, the rating on the Notes should not be negatively
affected. As part of the base case, Moody's has addressed the
potential exposure to obligors domiciled in countries with
foreign currency government bond rating of A3 or below. Following
the effective date, and given the portfolio constraints and the
current sovereign ratings in Europe, such exposure may not exceed
10% of the total portfolio, where exposures to countries rated
below Baa3 cannot exceed 5%. As a result and in conjunction with
the current foreign government bond ratings of the eligible
countries, as a worst case scenario, a maximum 5% of the pool
would be domiciled in countries with single A local currency
country ceiling and 5% in Baa2 local currency country ceiling.
The remainder of the pool will be domiciled in countries which
currently have a local currency country ceiling of Aaa. Given
this portfolio composition, the model was run with different
target par amounts depending on the target rating of each class
of notes as further described in the Request for Comment. The
portfolio haircuts are a function of the exposure size to
peripheral countries and the target ratings of the rated notes
and amount to 0.75% for the class A notes, 0.50% for the Class B
notes, 0.375% for the Class C notes and 0% for Classes D and E.

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. Avoca Capital's investment
decisions and management of the transaction will also affect the
notes' performance.

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the provisional rating
assigned to the rated notes. This sensitivity analysis includes
increased default probability relative to the base case. Below is
a summary of the impact of an increase in default probability
(expressed in terms of WARF level) on each of the rated notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), holding all other factors equal:

Percentage Change in WARF: WARF + 15% (to 3163 from 2750)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class D Senior Secured Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3575 from 2750)

Class A Senior Secured Floating Rate Notes: 0

Class D Senior Secured Floating Rate Notes: -1

The V Score for this transaction is Medium/High. Moody's assigned
this V Score in a manner similar to the Medium/High V score
assigned for the global cash flow CLO sector, as described in the
special report titled, "V Scores and Parameter Sensitivities in
the Global Cash Flow CLO Sector," dated July 6, 2009.

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes
owing to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modelling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction,
rather than individual tranches.


LIEPAJAS METALURGS: About 1,000 Jobs at Risk Following Bankruptcy
Baltic Business News reports that Liepajas Metalurgs that employs
about 2,300 workers filed for insolvency on Nov 4, after the
company's shareholders refused to invest more funds.

Haralds Velmers, the legal protection administrator of Liepajas
Metalurgs, has now asked a court to start an insolvency
procedure, BBN relates.

According to BBN, the Latvian government said the impact of
Liepajas Metalurgs' bankruptcy on the Latvian economy is from
0.5% to 1%.

With some 2,300 employees, Liepajas Metalurgs is the largest job
provider in Liepaja, BBN notes.

About 1,000 people might lose jobs, BBN says, citing a
representative of Latvian employment services NVA.

Latvian Finance Minister Andris Vilks has ruled out the
possibility of the Latvian state investing money to rescue
Liepajas Metalurgs, BBN relates.

                         Bankruptcy Filing

As reported by the Troubled Company Reporter-Europe on Nov. 6,
2013, Dow Jones Newswires related 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.  Dow Jones noted that 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 relayed.  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.  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 recounted.  As of the
bankruptcy filing, the company still owes the government and
state-owned companies EUR112 million, Dow Jones disclosed.
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 related.

Liepajas metalurgs is a Latvian metallurgical company.


FINANCIERE DAUNOU: Moody's Assigns '(P)B3' Corp. Family Rating
Moody's Investors Service assigned a (P)B3 corporate family
rating (CFR) to Financiere Daunou 1 SA, holding and parent
company of GCS Holdco Finance I SA ("Global Closure Systems" or

At the same time, Moody's also assigned a (P)B2 rating to the
EUR335 million senior secured notes due 2018 to be issued by GCS
Holdco Finance I SA. The outlook on all ratings is stable. This
is the first time Moody's has assigned a rating to Global Closure

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 notes. A definitive rating may
differ from a provisional rating. In particular, the (P)B3 CFR
assumes that the final terms of the shareholder funding entered
into by Financiere Daunou 1 will meet Moody's methodology
criteria for equity treatment.

Moody's notes that the debt structure also includes a super
senior Revolving Credit Facility (RCF) of EUR40 million at GCS
Holdco Finance I SA, and EUR90 million Second Lien PIK Notes due
2019 at Financiere Daunou 1. The senior secured notes and PIK
notes will be used to fully repay GCS' existing senior and
mezzanine debt.

Ratings Rationale:

GCS' ratings reflect: i) the company's high financial leverage on
a Moody's adjusted basis with limited deleveraging prospects over
the next two years; ii) the company's relatively small size
compared to its main international competitors; iii) sales and
EBITDA concentration in Europe; iv) price pressure driven by
large multinational customers in a competitive market; v) input
cost sensitivity including to resin prices and energy; vi)
limited free cash flow generation due to ongoing R&D and capex

However, the (P)B3 CFR positively reflects GCS': i) leading
market position in Europe in the plastic closures and dispensing
systems; ii) diversification across six business segments with a
favorable evolution of product mix towards more innovative and
added value products; iii) longstanding commercial relationships
with top tier multinationals in each business segment served; iv)
worldwide manufacturing locations close to end users' production
lines and v) the contractual ability to pass on main raw material
price increases.

After Moody's standard adjustments, total leverage at closing is
expected to stand at around 6.5x. Considering that the senior
notes do not amortize and that the PIK will increase in size in
line with the annual accrual of the interest, Moody's does not
envisage any material deleveraging of the company. Moody's
expects the company's EBITDA margin (after standard adjustments)
to stand in the range of 14% to 15% in the coming two years.
Furthermore, Moody's expects that the company will be free cash
flow positive over the next two years, with FCF to debt to be
close to 3% in 2015.

The (P)B2 rating on the EUR335 million of senior secured notes
reflects the fact that the notes will be subordinated to the
EUR40 million super senior RCF in right of payment in an
enforcement scenario, but structurally and contractually senior
to the PIK notes.

The senior secured notes, RCF and PIK benefit from the same
security package, including guarantees from material operating
subsidiaries and security over the assets of substantially all
the guarantors. The RCF has a super senior ranking in
enforcement, and the PIK notes rank behind the senior secured

Pro forma for the refinancing transaction, Moody's believes that
Global Closure Systems liquidity will be adequate to cover its
operational requirements and debt service, with no amortization
and no debt maturity before 2018. Pro forma of the transaction
and on a June 30 2013 basis, GCS' liquidity will consist of ca.
EUR30 million of cash and the fully-undrawn EUR40 million RCF,
which has only drawstop covenant (and no maintenance covenant).
Moody's also expects GCS to generate some positive free cash

The stable outlook reflects Moody's expectation that GCS will be
able to maintain its strong leadership and customer base in
Europe, while benefiting from the growth in emerging markets, as
well as Moody's assumption that the company will not embark on
any transforming acquisitions or make debt-funded shareholder

What Could Change The Rating Up:

Positive rating pressure could arise from: i) an improvement in
margins leading to higher cash flow generation; ii) a reduction
in Moody's adjusted leverage ratio to sustainably below 6.0x.

What Could Change The Rating Down:

Downward pressure on the rating could occur if i) stronger
competition results in loss of market share in Europe (loss of
volume); ii) a sustained spike in input costs reducing margins;
iii) negative FCF that is likely to remain sustained; and iv)
Moody's adjusted debt/EBITDA ratio rising towards 7.0x.

Global Closure Systems is a leading global manufacturer of
plastic closures and dispensing systems. GCS operates in the
packaging industry with underlying exposure to the beverage,
personal care, pharmaceutical and household goods markets. As at
Dec 2012 Global Closure Systems reported Sales of EUR565 and
EBITDA of EUR74 million.

MOSSI & GHISOLFI: Fitch Withdraws 'BB' LT Issuer Default Rating
Fitch Ratings has withdrawn Mossi & Ghisolfi International S.A.'s
Long-term Issuer Default Rating of 'BB' as the entity no longer
exists as a standalone entity.

This follows the merger of Mossi & Ghisolfi International S.A.
with Chemtex Global Sarl as part of a group reorganisation.


CAIRN CLO II: Moody's Affirms 'B1' Rating on Class E Notes
Moody's Investors Service has upgraded the ratings of the
following notes issued by Cairn CLO II:

EUR60M Class A-2 Senior Secured Floating Rate Notes due 2022,
Upgraded to Aaa (sf); previously on Aug 16, 2011 Upgraded to Aa1

EUR33.2M Class B Senior Secured Floating Rate Notes due 2022,
Upgraded to Aa1 (sf); previously on Aug 16, 2011 Upgraded to A1

EUR25.6M Class C Senior Secured Deferrable Floating Rate Notes
due 2022, Upgraded to A2 (sf); previously on Aug 16, 2011
Upgraded to Baa2 (sf)

Moody's Investors Service has affirmed the ratings of the
following notes issued by Cairn CLO II:

EUR102M Class A-1E Senior Secured Floating Rate Notes (current
outstanding balance is EUR 100.83M) due 2022, Affirmed Aaa (sf);
previously on Aug 16, 2007 Definitive Rating Assigned Aaa (sf)

GBP13.473M Class A-1S Senior Secured Floating Rate Notes (current
outstanding balance is GBP 13.32M) due 2022, Affirmed Aaa (sf);
previously on Aug 16, 2007 Definitive Rating Assigned Aaa (sf)

EUR80M Class A-1R Senior Secured Revolving Floating Rate Notes
(current outstanding balance is EUR 70.60M) due 2022, Affirmed
Aaa (sf); previously on Aug 16, 2007 Definitive Rating Assigned
Aaa (sf)

EUR24M Class D Senior Secured Deferrable Floating Rate Notes due
2022, Affirmed Ba1 (sf); previously on Aug 16, 2011 Upgraded to
Ba1 (sf)

EUR19.2M Class E Senior Secured Deferrable Floating Rate Notes
due 2022, Affirmed B1 (sf); previously on Aug 16, 2011 Upgraded
to B1 (sf)

Cairn CLO II, issued in August 2007, is a multi currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by
Cairn Capital Limited. This transaction has ended the
reinvestment period in October 2013. It is predominantly composed
of senior secured loans.

Ratings Rationale:

According to Moody's, the rating actions taken on the notes
result primarily from an improvement in key credit metrics of the
underlying portfolio. The rating actions also reflect the benefit
of entering the amortization phase in October 2013.

Improvement of key credit metrics is observed through an
improvement in the average credit rating (as measured by the
weighted average rating factor, or "WARF"), an increase in the
weighted average spread (or "WAS") and an increase in the
diversity score. Since the last rating action in August 2011 the
WARF improved from 2886 to 2827, the WAS increased from 3.02% to
4.11% and the diversity score increased from 37.73 to 43.13. All
coverage tests are in compliance. In consideration of the
reinvestment restrictions applicable during the amortization
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analyzed the deal
assuming a higher likelihood that the collateral pool
characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the
deal is assumed to benefit from a shorter amortization profile
and higher spread levels compared to the levels assumed at the
last rating action in August 2011.

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 EUR 296.14 million and GBP62.53 million, a
weighted average default probability of 21.76% (consistent with a
WARF of 2961), a weighted average recovery rate upon default of
47.73% for a Aaa liability target rating, a diversity score of 37
and a weighted average spread of 4.11%. The GBP denominated
liabilities are naturally hedged by the GBP assets.

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 92.73% of the portfolio exposed to first
lien 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

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

1) Deteriorating credit quality of portfolio to address the
refinancing risks. Approximately 5.09% of the portfolio is
European corporate rated B3 and below and maturing between 2013
and 2015, which may create challenges for issuers to refinance.
Moody's considered a model run where the base case WARF was
increased to 2,987 by forcing ratings on 25% of refinancing
exposures to Ca. This run generated model outputs that were
within one notch from the base case results.

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 2) the large concentration of
lowly rated 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 behavior and 2) divergence in
legal interpretation of CDO documentation by different
transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described

1) Portfolio amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio. Pace of amortization could vary significantly subject
to market conditions and this may have a significant impact on
the notes' ratings. In particular, amortization could accelerate
as a consequence of high levels of prepayments in the loan market
or collateral sales by the Collateral Manager or be delayed by
rising loan amend-and-extend restructurings. Fast amortization
would usually benefit the ratings of the senior notes but may
negatively impact the mezzanine and junior notes.

2) Moody's also notes that around 29% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Further information
regarding specific risks and stresses associated with credit
estimates are available in 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.

Moody's modelled the transaction using the Binomial Expansion
Technique, as described in Section of the "Moody's Global
Approach to Rating Collateralized Loan Obligations" rating
methodology 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 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 CLO
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. As such, 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.


EKSPORTFINANS ASA: S&P Affirms 'BB+' Ratings; Outlook Negative
Standard & Poor's Ratings Services said it affirmed it 'BB+/B'
long- and short-term counterparty credit ratings on Norway-based
Eksportfinans ASA, formerly the Norwegian government's preferred
export finance company.  The outlook is negative.

The affirmation reflects that Eksportfinans has been successfully
managing business run-off since Nov. 18, 2011, in line with S&P's

S&P is raising its anchor, the starting point for assigning a
stand-alone credit profile (SACP) to 'a-' from 'bbb+', reflecting
Eksportfinans' shrinking balance sheet and reduced exposure to
riskier regions.  Because the share of domestic exposures
dominate the remaining assets S&P expects the company's average
economic risk to remain in line with Norwegian banks.  S&P assess
Eksportfinans' SACP at 'bb+'.

At the same time S&P is revising downward its assessment of the
company's business position within its "weak" category.  This
reflects S&P's view that Eksportfinans' business model remains
reliant on structured bonds, which could strain its liquidity
reserves.  In addition, the company has been sued in a Japanese
court for being in breach of some of the covenants in its bond
documentation.  A ruling in this case is expected in 2014.  Both
these factors expose the company to event risks that outweigh the
strengthening of the its balance sheet, as indicated by S&P's
assessment of the economic risk score as "average."

The negative outlook reflects S&P's view that the company's
creditworthiness will remain reliant on its highly complex
funding structure, and that S&P do not expect risk mitigation
from new business or extraordinary future government support.

S&P might consider a negative rating action if Eksportfinans'
risk position further deteriorated to the point where the company
could lose the benefit of its financial hedges.  This would
significantly weaken its financial risk profile and create
substantial costs for replacing illiquid non-standard contracts.
Such an outcome could lead to a several-notch downgrade, but this
is not S&P's base-case scenario.

S&P might also consider a downgrade if Eksportfinans' capital
weakened substantially due to extraordinary dividend payments to
its owner banks.

Eksportfinans' creditworthiness could deteriorate if S&P was to
lower its assessment of economic risks in the Norwegian economy,
where S&P currently sees a negative trend from growing imbalances
owing to rising asset prices and increasing indebtedness.  This
could prompt S&P to revise down its anchor for Eksportfinans to
'bbb+' from 'a-'.

While an upgrade is unlikely at this stage, a revision of the
outlook to stable could be triggered by  a reduction in
Eksportfinans' risk level.  This could be prompted by a reduction
in the volume of structured funding, or through actions by the
owner banks or the Norwegian government that would serve a
similar purpose, including the issuance of guarantees that would
mean the transfer of all risk to the guarantors, in line with
S&P's criteria.


HOME CREDIT: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDRs) of Russia-based Home Credit & Finance Bank (HCFB) at 'BB'
and Tinkoff Credit Systems (TCS) at 'B+' with Stable Outlooks.
Fitch has also affirmed the Long-term IDRs of Russian Standard
Bank (RSB) at 'B+' and CB Renaissance Credit (CBRC) at 'B' and
revised their Outlooks to Negative from Stable. The agency has
simultaneously withdrawn CBRC's ratings, as the issuer has chosen
to stop participating in the rating process.

Fitch has also published a new special report, 'Russian Consumer
Finance Sector: Risk of Overheating Mitigated by Significant
Buffers at Some Banks', in which it outlines its views on the
credit profile of the sector and the relative credit metrics of
the banks covered in this commentary.

Key Rating Drivers - All Banks' IDRs, Viability Ratings (VRs) and
National Ratings:

The affirmations reflect the banks' significant buffers, provided
by high margins and/or sizable capital bases, to absorb the
recent marked increase in credit losses. However, the Negative
Outlooks on CBRC and RSB reflect their recent weaker performance
and greater vulnerability to any further deterioration in asset
quality due to already significantly higher credit losses (CBRC)
and a much weaker capital cushion (RSB).

More broadly, the ratings are supported by the banks' reasonably
balanced funding profiles and healthy liquidity positions, driven
by the high cash generation of their assets. Fitch also views
favorably the banks' generally experienced management teams,
well-developed credit underwriting functions (although the latter
has performed more weakly at CBRC) and (in the cases of HCFB and
RSB) already quite extended track records of at least reasonable
asset quality performance.

The relatively low sub-investment grade ratings of the four banks
reflect (i) the significant expected cyclicality in their
performance, resulting from exposure to one of the riskiest
lending segments in a highly cyclical economy; and (ii)
considerable uncertainty regarding the long-term sustainability
of their business models, given greater regulatory scrutiny of
high-rate consumer lending, competition from larger banks and the
gradually increasing sophistication of Russian

Very rapid recent credit growth and the resultant increase in
household leverage is a further structural factor weighing on the
credit profile of the sector, and has resulted in a marked
deterioration in the banks' asset quality in H113. Fitch
calculates that the origination of non-performing loans (NPLs, 90
days overdue), calculated as the net increase in NPLs plus write-
offs divided by average performing loans, rose to an average of
14% in H113 at the reviewed banks, compared with 8% in 2012.
Fitch expect credit losses to remain high in H213 and 2014,
although somewhat more cautious underwriting and growth
strategies in a less favorable environment should help the banks
to prevent further large spikes in loss rates.

Fitch views positively the measures undertaken by the Central
Bank of Russia (CBR) to increase impairment reserves and risk
weights for consumer loans, which should help slow growth and
improve loss absorption by forcing banks to hold more capital.
However, potential further large increases in risk weightings
and/or interest rate caps may result in banks booking a larger
part of their revenues as fee income (a process already evident
at some lenders), or ultimately force higher-rate lending out to
the less regulated non-bank sector.

In Fitch's view, these measures also do not directly target risks
resulting from higher household leverage, which could most
effectively be addressed by regulation of borrowers' payment to
income (PTI) ratios. Reported average PTIs at the four banks
currently stand at a high 35%-50%. More generally, Fitch
calculates that at end-2012 the average Russian retail borrower's
debt service (comprising scheduled principal and interest
payments) was equal to 30% of the average national after-tax
salary, with total household debt service equal to 13% of total
net salary incomes. The agency forecasts these ratios to rise to
37% and 18%, respectively, at end-2015, as retail loan growth,
although slowing, will still run ahead of income growth.

Key Rating Drivers - HCFB's IDRs, VR and National Ratings:

The affirmation of HCFB reflects its still solid performance
(annualized ROAE of 29% in H113), healthy funding and liquidity
positions and reasonable, albeit moderately reduced capacity to
absorb further credit losses. Fitch estimates that HCFB's
breakeven credit loss rate in H113 was 24% of average performing
loans, which is considerably above its H113 NPL origination of
14% (up from 9% at end-2012). Further losses in a stress scenario
may be absorbed through the reasonable capital cushion, reflected
in the 14.7% Fitch Core Capital (FCC) ratio at end-H113.

Fitch expects HCFB's profitability to moderate further, driven by
lower loan growth, a continued (albeit only moderate) further
uplift in credit losses and the impact of additional risk-
weighting on higher-yielding loans imposed by the CBR. Roughly
40% of HCFB's loan issuance in July was at high effective rates
(above 45%), meaning that the bank will likely have to adjust its
business model to make new lending less capital-intensive. HCFB's
capacity to re-allocate revenue to fee components (some of which
are omitted from the effective rate calculation) may be limited,
since insurance-related fee income, which is booked upfront at
the loan origination date and therefore directly linked to loan
issuance volumes, already equaled a high 40% of end-H113 pre-
impairment profit.

Key Rating Drivers - TCS's IDRs, VR and National Ratings:

The affirmation of TCS reflects the bank's exceptionally strong
financial metrics (annualized ROAE of 49% in H113); and still
moderate reported NPL origination (11% in H113, up from 8% in
2012). Fitch estimates that TCS's NPL origination ratio could
rise to a high 27% before the bank hits breakeven, while
capitalization (FCC ratio of 14.5% at end H113; proforma of 20%
if adjusted for recent IPO) currently provides a significant
further margin of safety. The capital buffer will help TCS absorb
the impact of higher regulatory risk weights, which are likely
also to be mitigated by a decrease of loan rates in favor of
insurance fees charged by a subsidiary insurance company.

On the negative side, there is significant downside risk to TCS's
performance, as its asset quality has not yet been tested through
the negative side of the economic cycle. Furthermore, the
specifics of credit card lending (TCS's monoline product), and in
particular the absence of a fixed loan amortization schedule,
mean that reported NPL metrics may be less representative of
underlying asset quality than for cash loans (which comprise the
majority of the portfolios of the other reviewed banks except for
RSB). TCS is also more dependent than its peers on wholesale
funding (the loans/deposits ratio was a high 2.2x at end-Q313)
while the liquidity of its balance sheet, although comfortable at
present (liquid assets equaled 37% of customer funding at end-
Q313), could be somewhat more vulnerable in a stress scenario due
to the risk that borrowers may tend to maintain or even increase
limit utilization in a downturn. For these reasons, TCS's Long-
term IDR is two notches below that of HCFB.

Key Rating Drivers - RSB's IDRs, VR and National Ratings:

The revision of RSB's Outlook to Negative from Stable reflects
the further deterioration of its already tight capital position
as a result of weaker performance and continued growth. RSB's FCC
ratio fell to just 4.8% at end-H113 -- the lowest among all
Fitch-rated banks in Russia -- from 6.3% at end-2012, as the loan
book expanded by 22% during the half-year and the bank reported a
RUB0.6 billion loss (equal to 4% of end-2012 FCC). RSB's
capitalization had been earlier weakened by withdrawals made by
its controlling shareholder, Rustam Tariko, to finance the
acquisition of Central European Distribution Company (CEDC), a
distressed Polish alcoholic beverage company. The FCC ratio is
notably lower then reported Basel/regulatory capital ratios as
Fitch deducts from core capital investments in the equity of
RSB's holding company, as well as deferred tax assets and

RSB's net interest margin and NPL origination (up to 12% in H113
from 8% in 2012) are broadly in line with those of HCFB. However,
performance is more moderate due to lower non-interest revenues
and a higher cost base, and was additionally hit in H113 by a
negative RUB1.6 billion fair value adjustment on holdings of CEDC
bonds. The high proportion of lower-rate lending reported in
RSB's July 2013 regulatory accounts (81% with effective rates of
below 25%) suggests the bank would be less affected by the higher
regulatory risk weightings.

Key Rating Drivers - CBRC's IDRs, VR and National Ratings:

The revision of CBRC's Outlook to Negative from Stable reflects
markedly higher than average NPL origination (25% in H113), which
resulted in the bank being close to break-even in its H113 IFRS
accounts and led to a RUB0.7 billion net loss in the 9M13
regulatory statements. The latter, coupled with still rapid 28%
loan growth in 9M13, markedly weakened CBCR's regulatory capital
ratio, which fell to a low 12.2% at end-9M13 from 16.6% at end-
2012. CBRC's FCC ratio is higher (17.4% at end-H113) but inflated
by relatively low reserve coverage of NPLs in its IFRS accounts
(71% at end-H113 compared to well over 100% at peers).
Positively, the ratings benefit from potential support from the
bank's majority shareholder (the ONEXIM group).

Fitch has withdrawn CBRC's ratings as the bank has chosen to stop
participating in the rating process. Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, the agency will no longer provide ratings or
analytical coverage of CBRC.

Rating Sensitivities - HCFB's, TCS's and RSB's IDRs, VRs and
National Ratings:

Downward pressure on the banks' ratings could result from further
increases of credit losses. The risk of a downgrade is
significantly higher at RSB due to its much tighter capital
position and weaker performance. Any further capital erosion at
RSB from dividend payments or other capital withdrawals by the
shareholder would also likely lead to a downgrade.

Any further regulatory reforms which significantly threaten the
banks' business models and profitability, and therefore ability
to cover losses, may also be rating negative. Significant deposit
outflows at any of the banks, resulting in a sharp tightening of
liquidity, could also result in negative rating action.

A moderation of credit loss rates, coupled with an extended
period of more balanced growth, sound performance and maintenance
of reasonable capital levels (rebuilding of capital in RSB's
case) could help to stabilize the ratings at their current

Key Rating Drivers And Sensitivities - All Banks' Senior
Unsecured And Subordinated Debt:

The banks' senior unsecured debt is rated in line with their
Long-term IDRs and National Ratings (for domestic debt issues),
reflecting Fitch's view of average recovery prospects, in case of
default. The subordinated debt ratings of HCFB, RSB and TCS are
notched once off their VRs (the banks' VRs are in line with their
IDRs) in line with Fitch's criteria for rating these instruments.

Any changes to the banks' Long-term IDRs and National Ratings
would be likely impact the ratings of both senior unsecured and
subordinated debt. Debt ratings could also be downgraded in case
of a further marked increase in the proportion of retail deposits
in the banks' liabilities, resulting in greater subordination of
bondholders. In accordance with Russian legislation, retail
depositors rank above those of other senior unsecured creditors.

Key Rating Drivers - All Banks' Support Ratings And Support
Rating Floors:

The '5' Support Ratings of HCFB, RSB, TCS and CBRC reflect
Fitch's view that support from the banks' private shareholders
cannot be relied upon. The Support Ratings and Support Rating
Floors of 'No Floor' also reflect the fact that support from the
Russian authorities, although possible given the banks' increased
deposit franchises, is not factored into the ratings due to the
banks' still small size and lack of overall systemic importance.

The rating actions are as follows:


Long-term foreign and local currency IDRs: affirmed at 'BB';
  Outlooks Stable
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'bb'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt (including that issued by Eurasia Capital
  SA): affirmed at 'BB'
Subordinated debt (issued by Eurasia Capital SA): affirmed at


Long-term foreign and local currency IDRs: affirmed at 'B+';
  Outlooks Stable
National Long-term Rating: affirmed at 'A(rus)'; Outlook Stable
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'b+'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt (including that issued by TCS Finance
  Limited): affirmed at 'B+'; Recovery Rating 'RR4'
Senior unsecured debt National Long-term Rating: affirmed at
Senior unsecured debt Long-term Rating: affirmed at 'B+';
  Recovery Rating 'RR4'
Subordinated debt (issued by TCS Finance Limited): affirmed at
  'B'; Recovery Rating 'RR5'


Long-term foreign and local currency IDRs: affirmed at 'B+';
  Outlook revised to Negative from Stable
National Long-term Rating: affirmed at 'A-(rus)'; Outlook
  revised to Negative from Stable
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'b+'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt (including that issued by Russian Standard
  Finance SA): affirmed at 'B+'; Recovery Rating 'RR4'
Subordinated debt (issued by Russian Standard Finance SA):
  affirmed at 'B'; Recovery Rating 'RR5'


Long-term foreign and local currency IDRs: affirmed at 'B';
  Outlook revised to Negative from Stable; ratings withdrawn
National Long-term Rating: affirmed at 'BBB(rus)', Outlook
  revised to Negative from Stable; rating withdrawn
Short-term IDR: affirmed at 'B' and withdrawn
Viability Rating: affirmed at 'b' and withdrawn
Support Rating: affirmed at '5' and withdrawn
Senior unsecured debt (including that issued by Renaissance
Consumer Funding Limited): affirmed at 'B'; Recovery Rating
  'RR4'; ratings withdrawn
Senior unsecured debt National Long-term Rating: affirmed at
  'BBB(rus)' and withdrawn
Subordinated debt (issued by Renaissance Consumer Funding
  Limited): affirmed at 'B-'; Recovery Rating 'RR5'; ratings

KARELIA REPUBLIC: Fitch Affirms 'BB-' LT Currency Ratings
Fitch Ratings has affirmed the Russian Republic of Karelia's
Long-term foreign and local currency ratings at 'BB-' and the
Short-term foreign currency rating at 'B'. The National Long-term
rating has been affirmed at 'A+(rus)'. The Outlooks on the Long-
term ratings are Stable.

  Karelia's outstanding senior unsecured domestic bonds (ISIN
  RU000A0JQX51, RU000A0JRYA9, RU000A0JT7L9 and RU000A0JU1V8) of
  RUB5.25bn have also been affirmed at 'BB-' and 'A+(rus)'.

Key Rating Drivers:

Fitch expects Karelia's prudent fiscal management to continue in
2013-2015, leading to satisfactory budgetary performance with an
operating margin of above 5%. The republic's operating balance
remained stable at about 8% of operating revenue in 2011-2012,
while its deficit before debt variation widened to 8.1% of total
revenue in 2012 from 0.3% in 2011. Fitch expects the region to
post a full-year deficit close to 7%-8% of total revenue in 2013,
reflecting increased operating expenditure and a sluggish
recovery of operating revenue.

Karelia's tax revenue is moderately concentrated. The share of
the top 10 taxpayers fell to 32% of total tax revenue in 2012
(2011: 37%), due to a new tax regime in 2012. The new fiscal
regulation led to reduced payments from a key taxpayer in the
metallurgy sector. Fitch expects a slow recovery of the
republic's tax revenue to be mitigated by equalization grants
from the federal government in 2013-2014.

The region's economic profile is dominated by the industrial
sector, which contributed 34% of gross regional product in 2012.
Local industries were negatively affected by a downturn in the
timber and pulp and paper sectors in 2012. The administration
expects the economic downturn to continue in 2013, with a 5% yoy
contraction before gradually recovering in 2014-2015.

In its base case scenario Fitch expects direct risk to increase
up to 45%-50% in 2013-2015, from 42% in 2012, due to a widening
budget deficit. The average maturity of its debt profile improved
to 3.8 years in 2012, from three years in 2011.

The republic's liquidity position is adequate, with an available
cash balance of RUB1.5 billion at end-Q313 (2012: RUB1.8 billion
and 2011: RUB1.5 billion). The region also had at end-H113
committed credit lines from local banks totaling RUB2.4 billion.

Karelia's contingent risk is low and limited to the modest
indebtedness of its broader public sector and few issued
guarantees. The aggregate debt of the region's public-sector
entities stood at RUB324 million in 2012 (2011: RUB348 million),
while the republic had RUB194 million worth of issued guarantees
outstanding at end-2012.

Rating Sensitivities:

The rating could be positively affected by a sound operating
margin of close to 10% in combination with direct risk at 40% of
current revenue.

A downgrade could result from deterioration of the budgetary
performance, a resurgence of refinancing risk, as well as debt
coverage ratios weaker than Fitch's expectations (direct risk at
46%-48% of current revenue) for two consecutive years.

TULA REGION: Fitch Assigns 'BB' Long-Term Currency Ratings
Fitch Ratings has assigned Russia's Tula Region Long-term foreign
and local currency ratings of 'BB', a Short-term foreign currency
rating of 'B' and a National Long-term rating of 'AA-(rus)'. The
Outlooks for the Long-term ratings are Stable.

The rating action also affects the region's RUB3.5 billion senior
unsecured domestic bond (ISIN RU000A0JT1G2).

Key Rating Drivers:

The ratings reflect the region's moderate direct risk,
satisfactory operating performance and an absence of contingent
liabilities. The ratings also factor in continuous pressure on
operating expenditure due to an evolving national institutional
framework and the region's weak debt coverage exceeding its debt
maturity profile. The key rating drivers and their relative
weights are as follows:


Fitch expects Tula's direct risk will remain moderate in 2013,
with direct risk close to 25% of current revenue, up from 21.5%
in 2012. Fitch does not expect direct risk to exceed 30% of
current revenue up to 2016. The region is free from contingent
liabilities, which is credit-positive.

Fitch views the region's immediate refinancing risk as moderate.
For 2013 the region has to repay only a RUB0.2 billion loan from
the federal budget, which is fully covered by accumulated cash
reserves. However, its debt maturity profile, which stretches to
2016, is shorter than debt coverage of 11 years. Fitch does not
see debt coverage matching the region's average maturity profile
over the medium term, leaving it exposed to refinancing risk.

Fitch expects the region's operating balance to recover to an
average 6% of operating revenue per year for 2013-2015,
underpinned by an expanded tax base. In 2012 operating
performance deteriorated to 3% of operating revenue from 6.2% in
2011 but was adequate to cover interest expenses. The weaker
performance was due to pressure on operating expenditure driven
by higher staff costs mandated by the Russian President in
May 2012. The pressure on operating expenditure will persist in
the medium term, unless the region receives additional support in
the form of current transfers from the federal government.


The ratings are constrained by the evolving nature of
institutional framework for local and regional governments (LRGs)
in Russia. It has a shorter track record of stable development
than many of its international peers, which negatively affects
the predictability of Russian LRGs' budget policy.

Tula Region's ratings also reflect the following key rating

The region has a modest but growing economy. The regional economy
is diversified and has a well-developed processing industry.
Nevertheless, the region's economic profile is still weaker than
the national average despite its economic growth outpacing the
national average. The administration expects the regional economy
will continue to outperform the national average in 2013.

Rating Sensitivities:

Operating balance improvement close to 10% of operating revenue
for two consecutive years accompanied by debt payback in line
with debt maturity will lead to positive rating action.
Conversely, inability to maintain stable operating performance
with an operating margin above 5% leading to weak debt coverage
exceeding 10 years would lead to a downgrade.

Key Assumptions:

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

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

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

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


BANCAJA 11: S&P Lowers Rating on Class C Notes to 'D(sf)'
Standard & Poor's Ratings Services lowered to 'D (sf)' from 'CCC-
(sf)' its credit rating on Bancaja 11, Fondo de Titulizacion de
Activos' class C notes.

The downgrade follows the class D notes' interest payment default
on the Oct. 28, 2013 interest payment date (IPD).

As S&P noted in its previous review on July 5, 2013, the class C
notes' rating reflects the proximity of the interest deferral
trigger and the reserve fund's full depletion since April 2010.

The trustee's data for the October 2013 IPD shows that cumulative
defaults account for 7.85% of the closing portfolio balance,
which is above the 7.40% trigger for the class C notes.

The class C notes defaulted on their interest payment on the
October 2013 IPD following the breach of the interest deferral
trigger and lack of available liquid funds.  As S&P's ratings in
this transaction address the timely payment of interest and
ultimate payment of principal, S&P has lowered to 'D (sf)' from
'CCC- (sf)' its rating on the class C notes.

Bancaja 11 is a 2007-vintage securitization of first-ranking
mortgages secured on owner-occupied residential properties in
Spain.  Bankia S.A. originated and services the mortgages.


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,
zarranties 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:


FAGOR: Basque Mondragon Won't Rescue Business
Sylvie Groult at Agence France-Presse reports that Fagor, which
employs 5,700 people worldwide, moved closer to bankruptcy
Wednesday after its parent company, Basque cooperative Mondragon,
said it would not rescue the heavily indebted firm.

According to AFP, Fagor, the maker of appliances including
washing machines and refrigerators, announced on Oct. 16 that it
had filed for protection from creditors while it tried to
refinance its debt, estimated by the Spanish media at EUR800
million (US$1.1 billion).

Under Spanish bankruptcy rules, the company, part of the
sprawling Mondragon group founded by a priest as a small workers'
cooperative six decades ago in the northern Basque region, has
four months to try to reach an agreement with its creditors, AFP

But Mondragon, as cited by AFP, said in a statement late on
Wednesday that it felt Fagor, which has suffered a prolonged
period of falling sales, "does not respond to the needs of the
market and that the financial resources it is demanding would not
guarantee its future."

AFP relates that earlier on Wednesday, Fagor, which says it is
the fifth largest electrical appliance company in Europe, had
warned that a lack of financing would push it to an "imminent
bankruptcy demand".

Fagor posted sales of EUR1.17 billion in 2012, a drop of over
one-third since 2007, a year before Spain's sharp economic
downturn began due to the collapse of a decade-long property
bubble, AFP relates.

"It seems like we are heading to the worst possible scenario, the
closure of a company," the minister for economic development in
the regional Basque government, Arantza Tapia, as cited by AFP,
said earlier on Wednesday when asked about Fagor's efforts to
refinance its debt.

About 2,000 of Fagor's 5,700 workers are based in Spain's Basque
Country, AFP discloses.  The company called on its employees to
protest to defend their jobs on Thursday in the Basque town of
San Andres where it is based, AFP relays.

"Fagor is viable but it needs EUR170 million and a solution must
be found in less than 10 days," AFP quotes Fagor chief executive
officer Sergio Trevino as saying in an interview published
Tuesday in Basque daily newspaper Diario Vasco.

Ben Sills at Bloomberg News, citing Cinco Dias, reports that the
closure of Fagor will mean about 10,000 job losses.

According to Bloomberg, Cinco Dias said that 5,600 Fagor staff
will lose their jobs and more than 4,000 at suppliers.

Fagor is a Spanish consumer appliance company.

FAGOR: Polish Unit Seeks Creditor Protection in Spain
Charles Penty at Bloomberg News reports that Fagor Mastercook,
the Polish unit of Spain's Fagor, sought creditor protection at
court in San Sebastian, Spain.

As reported by the Troubled Company Reporter-Europe on Oct. 18,
2013, Reuters related that Fagor filed for protection from
creditors while it tries to refinance its debt after suffering a
prolonged period of falling sales.  Under Spanish bankruptcy
rules, it has four months to reach a deal, Reuters said.  Its
total debt has risen to EUR1.1 billion (US$1.5 billion) according
to Thomson Reuters data.

Fagor is a Spanish consumer appliance company.

FAGOR: Mondragon Races to Secure Emergency Funding This Week
Miles Johnson at The Financial Times report that the consumer
electronics arm of Mondragon -- the Basque workers' co-operative
hailed as an alternative model to traditional capitalism -- is
racing to secure emergency funding from US hedge funds to avert a
bankruptcy declaration this week.

The problems at Fagor have triggered a crisis of leadership
within the group, Spain's tenth largest by sales, and raised
questions over the viability of its business model, after
companies within other divisions of Mondragon refused to support
a rescue of the lossmaking unit, the FT notes.

Fagor, which employs 5,600 people across factories in Spain,
France and Poland, was forced to approach US funds including
Elliott, Cerberus and Fortress for EUR150 million after other
Mondragon companies rejected a plan to inject EUR170 million
using the co-operative's own funds and aid from the Spanish and
Basque governments, according to senior executives, the FT

According to the FT, a move to invite American hedge funds and
private equity groups into the capital of Fagor would mark a
radical break with the past for a company where strategic
decisions are voted on at general worker assemblies, and the
president of the co-operative earns no more than eight times its
lowest paid member.

The FT relates that the executives said if EUR150 million is not
secured by the end of this week, it is likely that Fagor, which
ceased all production at its factories three weeks ago, will file
for bankruptcy protection in France and Spain, following a
similar move in Poland several weeks ago.

Fagor executives are concerned that a disorderly bankruptcy of
the company could damage confidence in the rest of the co-
operative, the FT states.

The funds approached by Fagor, which is being advised by PwC,
have signed non-disclosure agreements, but there is no certainty
they will make an investment in the company, the FT notes.

The sharp fall in consumer spending across Europe, which accounts
for more than 60% of Fagor's sales, and the collapse of Spain's
construction bubble, have caused sales at the division to fall
from EUR1.8 billion in 2008 to EUR1.1 billion in 2012, the FT
discloses.  It has not reported positive earnings before
interest, tax, depreciation and amortization since 2008, the FT

According to the FT, Fagor has net debts of EUR850 million owned
to banks as well as other parts of the Mondragon group, including
Caja Laboral, and its own employees.

Fagor, the FT says, has been in refinancing talks with a
syndicate of lenders that includes Santander, BBVA, Caixabank and
Bankinter, but has not been able to arrive at a refinancing
agreement without securing an injection of new capital.

The company's approach to the US funds is intended to sell part
or whole of Fagor's operations in France and Poland and to use
the money to save the remnants of its operations in Spain, the FT

Fagor is a Spanish consumer appliance company.


GLOBAL YATIRIM: Fitch Cuts Long-Term Currency IDRs to 'CCC'
Fitch Ratings has downgraded Turkey-based Global Yatirim Holding
A.S.'s (Global) Long-term foreign and local currency Issuer
Default Ratings (IDR) to 'CCC' from 'B-'/Stable. Global's
US$40 million unsecured bond, maturing in 2017, has been
downgraded to 'CCC-'/'RR5' from 'B-'/'RR4'. The net outstanding
amount owed by the group from the US$40 million bonds is US$15
million as US$25 million of the bonds are held by Global and its

The downgrade reflects an increase of Global's debt and current
minimal free cash flow generation at its businesses, except for
the Global Ports business.

In addition, the Global Ports business has increased debt in 2013
which may reduce its ability to pay sustainable dividends to the
holding company given its higher debt service obligations and the
debt service coverage ratio covenant in its debt documentation.

Key Rating Drivers:

Increased Debt
The holding company increased debt to TRY325 million at end-June
2013 from TRY127 million at end-December 2012, while the Global
Ports business increased debt to TRY277 million from TRY116
million during the same period. The debt proceeds were used to
respectively fund a USD50m payment in settlement of a disputed
guarantee liability related to the Baskentgaz bid, acquisitions
of additional shares in Naturelgaz Sanayi ve Tic. A.S. and mining
company, Straton Maden Yatimimlari ve Isletmeciligi A.S and the
repurchase of a 22% stake in the Global Ports business for US$92
million (TRY184 million) from VEI Capital.

Dividends from Subsidiaries
In 2013 Global received dividend of TRY53 million from Global
Ports, the main cash flow generating subsidiary, up from TRY19
million in 2012. The increase was partly due to dividend payouts
for both 2012 and 2013. This follows a change in Turkish law
which now allows dividends to be received in the same year as
declared for.

However, we believe that increased debt and interest charges at
Global Ports may reduce its ability to pay sustainable dividends
to the holding company given its higher debt service obligations
and the debt service coverage ratio covenant in its debt
documentation. In our view, sustainable dividends from Global
Ports depend on strong EBITDA growth or terming out of existing
debt facilities of Global Ports in case EBITDA growth is
substantially weaker than expected by management. Global may
therefore in our view have to rely on asset sales and capital
gains, rather than on dividends, to service its obligations.

Increased Business Risk
De-leveraging of the group is increasingly reliant on steady
growth at Global Ports and the success of Naturelgaz's expansion
into transport-related compressed natural gas (CNG) distribution
and vehicle conversion. However, business risk for Naturelgaz is
high as this sector calls for heavy investments before generating
significant cash flows. Management expects Naturelgaz to start
generating positive free cash flow in 2014. Fitch notes the
strong commercial case for switching industrial vehicles to run
on CNG, and its success in some other jurisdictions.

Recovery Analysis
The downgrade of the unsecured bond rating to 'CCC-'/'RR5' from
'B-'/'RR4' reflects higher debt and also the subordination effect
from an increase in secured debt at both the ports subsidiary and
the holding company. There has been an increase in structurally
senior and secured debt at Global Ports to more than 3x EBITDA at
end-H113 from 1.3x at FYE12 while there are new secured debt
facilities at the holding company level of TRY80 million. This
lowers recovery prospects for Global's unsecured creditors to
below average in the event of a default and results in a Recovery
Rating of 'RR5' and the rating for the unsecured bond being one
notch below the IDR. The bond, due in 2017, is not guaranteed by
Global's operating subsidiaries. While it benefits from cross
default to debt at a material subsidiary, the notes are
structurally subordinated to debt at the operating companies and
secured debt at the holding company.

Dominant Ports Business
Global controls a diverse portfolio of companies; however, it is
the ports business that supports the combined group by
representing almost the entire recurring EBITDA of the
consolidated business, given minimal EBITDA at other segments and
centralized costs at Global. The ports business continues to
perform robustly with revenue growth of 10% in H113 and stable
EBITDA margins. Global plans an aggressive expansion with
Naturelgaz but this will still take several years to provide
meaningful diversification.

A potential 270MW greenfield thermal power plant development at
Sirnak, southern Turkey, would be a long-term project that may be
substantially funded by debt.

Rating Sensitivities:

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

   -- Sustainable dividends with recurring EBITDA plus dividends
      received/interest expense at the holding company at above
      1x on a sustained basis

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

   -- Increased liquidity risk with the holding company's
      available liquidity insufficient to cover short-term debt

Liquidity And Debt Structure:

At end-June 2013, the holding company's liquidity was sufficient
as it had committed undrawn bank facilities of about TRY230
million equivalent versus approximately TRY110 million short-term
debt due at the holding entity. The holding company faces debt
repayments of TRY72 million in 2014 and TRY75 million in 2015.

TURKIYE GARANTI: Fitch Affirms 'BB+' Support Rating Floor
Fitch Ratings has affirmed Turkey's leading private sector banks,
namely Turkiye Is Bankasi A.S. (Isbank), Turkiye Garanti Bankasi
A.S. (Garanti), Akbank T.A.S. (Akbank) and Yapi ve Kredi Bankasi
A.S. (YKB), Long-term Issuer Default Ratings (IDRs) at 'BBB' with
Stable Outlooks. The banks' factoring, leasing and securities
subsidiaries' ratings have also been affirmed.

A change of rating rationale for Turkiye Sinai Kalkinma Bankasi
A.S. (TSKB), 50.1% owned by Isbank, resulted in an upgrade of the
bank's Long-term local currency (LC) IDR to 'BBB' from 'BBB-'.


The affirmation of the four banks' ratings with Stable Outlooks
reflects their still sound financial metrics, and Fitch's base
case expectation that they will suffer only moderate asset
quality deterioration as loan books season following recent rapid
credit growth.

The banks' VRs and Long-term IDRs remain one notch higher than
Turkey's Long-term foreign currency IDR of 'BBB-'. This reflects
their strong all-round credit profiles, and in particular the
depth and stability of their deposit franchises. In light of
these strengths, Fitch believes the banks would likely retain the
capacity to service their obligations even during a period of
considerable macroeconomic stress, including a potential
sovereign default. At the same time, the gradual increase in the
banks' risk weighted assets during recent years while the
sovereign's own balance sheet has strengthened, combined with
risks resulting from the banks' rapid growth, mean that tolerance
for rating the banks above the sovereign has reduced. Further
sustained strong loan growth and continued moderation of capital
and funding ratios could therefore result in the banks being
downgraded by one notch to the level of the Turkish sovereign.

Loan growth at Akbank, Garanti and Isbank remained rapid in H113
and was broadly in line with the sector average of 16%, while YKB
grew by a more moderate 8%. This followed several years of strong
growth which has resulted in the four banks' loan books
increasing several times.

In Fitch's view, the four banks are likely to suffer only
moderate asset quality deterioration as loan books season due to
(i) still positive GDP growth (Fitch forecasts 3.7% in 2013 and
3.2% in 2014), notwithstanding a marked slowdown in 2012 (2.2%)
after 2011; (ii) the relatively broad-based nature of the economy
and the banks' lending, with real estate and construction
exposures not comprising an excessive proportion of portfolios;
(iii) still moderate corporate and household leverage; and (iv)
the absence of foreign currency retail lending.

At the same time, as in any banking system which has experienced
rapid loan growth for a sustained period, the risks of a more
marked deterioration in asset quality are significant. Fitch
views risks as being greatest in (i) small business lending and
unsecured consumer finance, including credit card lending, each
of which has grown particularly rapidly in recent years, and
combined represented an average of 40% of the portfolios of the
four banks at end-H113; and (ii) foreign currency largely
corporate lending, which comprised one-third of the banks' total
books, and to a significant degree represents exposures to
unhedged companies. A further weakening of the Turkish lira,
higher interest rates and/or weaker economic growth could put
greater pressure on asset quality and would be negative for the
banks' credit profiles.

Reported loan arrears have so far remained moderate with Akbank
and Isbank's impaired ratios in the 1% range at end-H113,
Garanti's higher at 2.3% and YKB's at 3.4%, reflecting its
greater focus on credit card lending and recent rapid SME loan
growth. Reported restructured and watch loans are also limited at
the four banks, and impairment charges have so far been
manageable, representing around 18%-25% of pre-impairment
operating profit in H113. However, in Fitch's view these ratios
are not necessarily indicative of underlying asset quality, given
that portfolios are yet to season.

Capital and funding ratios have gradually weakened from
previously strong levels, but still remain sound, in Fitch's
view. The Fitch Core Capital/weighted risks ratios range from a
comfortable 14.5% at Akbank and 14% at Garanti to 12.3% at Isbank
and a lower, but still adequate, 11% at YKB. Capitalization is
supported by generally strong reserve coverage of impaired loans
and solid internal capital generation.

Funding structures are reasonably balanced, in Fitch's view, with
around 60% of non-equity liabilities represented by stable
deposits, and wholesale funding being quite diversified by
sources and tenors. Loans/deposits ratios have increased
significantly in recent years and ranged from 126% at Akbank to
113% at Garanti at end-H113. In Fitch's view, these levels are
still reasonable, in particular given the banks' large equity
bases, while liquidity is comfortable and refinancing risk low.
However, any further marked increase in dependence on foreign
wholesale funding could be negative for the banks' credit

Reported profitability has remained high, with operating ROAA and
ROAE in H113 averaging 2.7% and 22%, respectively, at the four
banks. However, revaluations of government debt portfolios result
in considerably greater volatility in banks' comprehensive
income, with large negative revaluations booked in Q213. Net
interest margins at the four banks remained wide in H113, ranging
from 4.9% (Garanti) to 4.3% (Akbank), but will tighten
significantly in H213 and into 2014 as deposits reprice quicker
than loans in a rising interest rate environment.


The banks could be downgraded by one notch, to the level of the
Turkish sovereign, if they continue to report rapid loan growth,
and capital and funding ratios continue to moderate. Greater than
expected asset quality deterioration as loan books season could
also result in downgrades. The banks' ratings would also likely
be lowered in case of a downgrade of the Turkish sovereign.

YKB's ratings may be at somewhat greater risk than peers of a
downgrade to the sovereign level due to somewhat higher impaired
loans (which are no longer offset by above-peer margins) and
slightly narrower franchise. Capital ratios have traditionally
been below peers' but the disposal of the insurance business in
Q313 is expected to boost these.

Upside potential for the banks' ratings is currently limited,
given that they are already rated above the sovereign. However, a
moderation of growth rates, preservation of sound financial
metrics and limited deterioration of asset quality would support
the ratings being maintained at their current levels.


YKB's '2' Support Rating is driven by potential support from
UniCredit S.p.A. (UC; 'BBB+'/Negative), one of its two strategic
shareholders, and underpins YKB's Long-term IDRs at the 'BBB-'
level. The Central and Eastern European region, which includes
Turkey, remains strategically important for UC and Fitch believes
that it would provide support to YKB, if required. The Support
Rating could be downgraded in case of a downgrade of UC.

Akbank, Garanti and Isbank's '3' Support Ratings and 'BB+'
Support Rating Floors are based on potential support from the
Turkish sovereign, given the banks' systemic importance. These
ratings are sensitive to a change in the sovereign ratings, or to
the development of a bank resolution framework in Turkey that
would reduce the likelihood of sovereign support for failed


Fitch has altered the rating rationale applied to TSKB. TSKB,
majority owned by Isbank, performs a public mission role as a
development and investment bank. As such, a VR has not been
assigned to the bank. Although privately owned, a high proportion
of its funding, obtained from supranationals, has been guaranteed
by the Turkish Treasury. Considering this, and its role, Fitch
believes the Turkish state would have a high incentive to support
TSKB, should this be required. TSKB's IDRs have therefore been
aligned with those of the Turkish sovereign, resulting in an
upgrade in the local currency Long-term IDR. The 'BBB-' Support
Rating Floor assigned to the bank reflects the fact that its IDRs
are now driven by sovereign support, rather than potential
shareholder support from Isbank, as previously.

The ratings assigned to TSKB are sensitive to a change in
Turkey's sovereign ratings. They are also sensitive to a material
reduction in the level of state-guaranteed funding at TSKB, which
may reflect a reduction in the state's propensity to support
TSKB; however, this is considered unlikely by Fitch.


The ratings assigned to Is Finansal Kiralama A.S. (Is Leasing),
Is Yatirim Menkul Degerler A.S. (Is Investment), Garanti
Faktoring A.S. (Garanti Factoring), Garanti Finansal Kiralama
A.S. (Garanti Leasing) and Ak Finansal Kiralama A.S. (Ak Leasing)
are equalised with those of their respective parents, reflecting
Fitch's view that these are core, highly integrated,

Ratings assigned to these subsidiaries are sensitive to any
change in the IDRs assigned to their parents.
The rating actions are as follows:

Turkiye Is Bankasi A.S., Akbank A.S., Turkiye Garanti Bankasi
Long-term FC and LC IDRs affirmed at 'BBB'; Outlook Stable
Short-term FC and LC IDRs affirmed at 'F3'
Viability Rating affirmed at 'bbb'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB+'
National Long-term Rating affirmed at 'AAA(tur)'; Outlook Stable
Senior unsecured notes affirmed at 'BBB'
Subordinated notes (Isbank only) affirmed at 'BBB-'

Yapi ve Kredi Bankasi A.S.
Long-term FC and LC IDRs affirmed at 'BBB'; Outlook Stable
Short-term FC and LC IDRs affirmed at 'F3'
Viability Rating affirmed at 'bbb'
Support Rating affirmed at '2'
National Long-term Rating affirmed at 'AAA(tur)'; Outlook Stable
Senior unsecured debt affirmed at 'BBB'
Subordinated notes affirmed at 'BBB-'

Is Finansal Kiralama A.S., Garanti Faktoring A.S., Garanti
Finansal Kiralama A.S. and Ak Finansal Kiralama A.S.
Long-term FC and LC IDRs affirmed at 'BBB'; Outlook Stable
Short-term FC and LC IDRs affirmed at 'F3'
Support Rating affirmed at '2'
National Long-term Rating affirmed at 'AAA(tur)'; Outlook Stable
Senior unsecured debt (Ak Finansal Kiralama only) affirmed at

Is Yatirim Menkul Degerler A.S.
National Long-term Rating affirmed at 'AAA(tur)'; Outlook Stable
Turkiye Sinai Kalkinma Bankasi A.S.
Long-term FC IDRs affirmed at 'BBB-'; Outlook Stable
Long-term LC IDR: upgraded to 'BBB' from 'BBB-'; Outlook Stable
Short-term FC and LC IDR affirmed at 'F3'
Support Rating affirmed at '2'
Support Rating Floor assigned at 'BBB-'
National Long-term rating affirmed at 'AAA(tur)'; Outlook Stable

U N I T E D   K I N G D O M

C&H (HAULIERS): CM Downton Buys Firm Out of Administration
Duncan Brodie at EDP24 the business reports that C&H (Hauliers)
Ltd, part of the Charles Gee Group which went into administration
in October, has been acquired by Gloucestershire-based logistics
firm CM Downton Ltd saving 180 jobs in the process.

The sale was agreed by administrators Geoff Rowley -- ; Phil Armstrong -- ; and Andrew Sheridan -- ; partners at business
restructuring and recovery specialist FRP Advisory LLP, according
to EDP24 the business.

The report notes that they were appointed as joint administrators
of the Charles Gee Group and a number of its subsidiaries,
including C&H, on October 21 following a deterioration in trading

"The sale of C&H secures the jobs of all 180 staff employed by
the business . . . .  The sale of the company has ensured the
security of the C&H business and it will continue to trade as
normal under new ownership," FRP said in a statement obtained by
the news agency.

However, the report relates that FRP warned that some
redundancies were likely among the remaining 70 employees of the
Charles Gee Group and the other subsidiaries in administration,
for which the administrators are still to seek a buyers, although
they will continue to trade for the time being.

C&H, which was established in London's East End in 1960 and has
been part of the Gee group since 1970, is a leading supplier of
transport services to the paper industry -- handling 2.2million
tons of forest products a year -- as well as being involved in
general and container haulage.

COOPER GAY: Moody's Cuts Corp Family Rating to B3; Outlook Stable
Moody's Investors Service has downgraded the corporate family
rating of Cooper Gay Swett & Crawford Ltd. (CGSC) to B3 from B2
based on challenges in certain international operations, leading
to a decline in projected revenues and EBITDA. The rating agency
also downgraded CGSC's probability of default and credit facility
ratings by one notch. The rating outlook for CGSC is stable.

Ratings Rationale:

"The rating downgrade reflects challenges CGSC has faced in its
international division, particularly in Latin American and the
UK," said Bruce Ballentine, Moody's lead analyst for CGSC. "CGSC
is taking steps to reduce costs in the affected areas and expand
in other areas, but Moody's regards the projected credit metrics
as more consistent with a B3 corporate family rating."

CGSC's ratings reflect its good market presence as a global
wholesale and reinsurance broker, its diversification across
geographic regions and business lines, and its healthy cash
position. These strengths are tempered by the group's significant
financial leverage and its below-average EBITDA margins. CGSC
also faces execution risk in any cross-border mergers and
acquisitions along with potential liabilities from errors and
omissions, a risk inherent in professional services.

In October 2013, CGSC completed the acquisition of Newman Martin
and Buchan, an independent Lloyd's broker with expertise in the
energy, property and marine sectors. Based on CGSC's recent
earnings, and giving effect to this acquisition, Moody's
estimates that the company's debt-to-EBITDA ratio is in the range
of 7x-7.5x. The high leverage ratio is somewhat offset by CGSC's
relatively large balance of cash and equivalents. The rating
agency assumes that CGSC will use a majority of this cash for
EBITDA-enhancing acquisitions and/or debt reduction.

Factors that could lead to an upgrade of CGSC's ratings include:
(i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest exceeding 2x, and (iii) free-cash-flow-to-
debt ratio exceeding 5%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below

CGSC's revolving credit facility is available to CGSC and certain
designated subsidiaries, including CGSC of Delaware Holdings
Corporation (CGSC DE), and the group's term loans were issued by
CGSC DE. The facilities are guaranteed by all direct and indirect
material subsidiaries of CGSC, and facility borrowings by CGSC DE
and other designated subsidiaries are also guaranteed by CGSC. In
addition, the facilities are secured by substantially all assets
of CGSC, CGSC DE and US guarantors, including the capital stock
of material subsidiaries.

Moody's has downgraded the following ratings (and loss given
default (LGD) assessments):

CGSC corporate family rating to B3 from B2;

CGSC probability of default rating to B3-PD from B2-PD;

CGSC US$75 million 5-year revolving credit facility to B2 (LGD3,
35%) from B1 (LGD3, 35%);

CGSC DE US$305 million 7-year first-lien term loan to B2 (LGD3,
35%) from B1 (LGD3, 35%);

CGSC DE US$120 million 7.5-year second-lien term loan to Caa2
(LGD5, 86%) from Caa1 (LGD5, 86%).

Based in London, England, CGSC is a leading independent
wholesale, reinsurance and specialty insurance broker, placing
about US$4.3 billion of premiums annually. The company generated
revenue of US$182 million through the first half of 2013.

CO-OPERATIVE BANK: To Axe More Than 1K Jobs As Part of Overhaul
Dominic Jeff at The Scotsman reports that the Co-operative Bank
was expected to announce deep cuts at its troubled bank on Monday
at the same time as it relinquishes control of the business to
some of its hedge fund creditors.

According to The Scotsman, Co-op Bank will reportedly axe more
than 1,000 jobs, more than 10% of its workforce, as part of an
overhaul of its business and finances designed to address a
GBP1.5 billion capital shortfall identified by banking

The cuts were expected to be announced as part of a scheduled
announcement on the bank's turnaround plan over the next four to
five years, which is likely to involve shrinking its corporate
lending operations in a further blow to cash-starved businesses,
The Scotsman discloses.

The Co-operative Group will also hand shares worth 70% of the
bank to its largest bondholders, The Scotsman 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.

DEUTSCHE PFANBRIEFBANK: Moody's Affirms Ca Ratings on Three Notes
Moody's Investors Service has taken rating action with respect to
Deutsche Pfandbriefbank AG (Estate UK-3) (amounts reflect initial

GBP0.4M A1+ Notes, Downgraded to Baa2 (sf); previously on Aug 24,
2011 Downgraded to A3 (sf)

GBP482.447557M A1+ (CDS) Notes, Downgraded to Baa2 (sf);
previously on Aug 24, 2011 Downgraded to A3 (sf)

GBP29.8M A2 Notes, Affirmed Caa1 (sf); previously on Aug 24, 2011
Downgraded to Caa1 (sf)

GBP35.76M B Notes, Affirmed Caa3 (sf); previously on Aug 24, 2011
Downgraded to Caa3 (sf)

GBP24.56M C Notes, Affirmed Ca (sf); previously on Sep 1, 2010
Downgraded to Ca (sf)

GBP8.24M D Notes, Affirmed Ca (sf); previously on Sep 1, 2010
Downgraded to Ca (sf)

GBP14.92M E Notes, Affirmed Ca (sf); previously on Sep 1, 2010
Downgraded to Ca (sf)

Ratings Rationale:

Downgrade action reflects Moody's increased loss expectation for
the pool since its last review. This is primarily due to a lower
recovery expectation for Loan 3 (48% of the current pool) driven
by a lower value assessment for the underlying three shopping
centre properties in the UK.

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

Moody's current weighted average loan-to-value (LTV) ratio for
the pool is 118% on the A-loan and 127% on the whole loan basis
compared with 105% and 116%, respectively at Moody's prior rating
action on the Notes in August 2011. With a Moody's LTV ratio of
193% (A loan), Loan 3 is the major driver for the high LTV ratio
for the pool. Moody's A loan LTV for the remaining loans range
between 28% and 86%. As per its latest assessment, the loss
expectation for the pool is large at 25-40%.

Moody's has affirmed the ratings of the Class A2, B, C, D and E
Notes because they already reflect the high credit risk and
potential for losses due to credit enhancement levels of less
than 25% and considering the high expected loss for the pool.

The rating of Class A1+ is especially sensitive to the recovery
assumptions on Loan 3. Moody's current value estimate reflects
the uncertainty around (i) the re-positioning of the properties
given the increased competition for two centers due to the
opening of new competing centers and (ii) the sustainable cash
flow level generated by the properties considering the lower
rental levels achieved for new leases and the partly adverse
lease expiry profile. Higher recoveries are possible if the
sustainable cash flow level is higher than expected and market
yields contract for these properties in line with other good
secondary properties in the UK.

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

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

Moody's notes that the depth of information at property and
tenant level and on sponsors of the loans provided in the
investor reports is below average compared to other EMEA CMBS
transactions due to confidentiality reasons. Accordingly, there
is additional uncertainty regarding the underlying assumptions
used in the rating process.

The Credit Ratings for the Notes were assigned in line with
Moody's existing Credit Rating Methodology entitled "Moody's
Approach to Real Estate Analysis for CMBS in EMEA: Portfolio
Analysis (MoRE Portfolio)" published in April 2006. Moody's noted
that on October 14, 2013, it released a Request for Comment, in
which the rating agency has requested market feedback on
potential changes to its Credit Rating Methodology for EMEA CMBS.
If the revised Credit Rating Methodology is implemented as
proposed, the Credit Rating on the Notes will not be affected.
Please refer to Moody's Request for Comment, titled "Moody's
Updated Approach to Rating EMEA CMBS Transactions", for further
details regarding the implications of the proposed Credit Rating
Methodology changes on Moody's Credit Ratings.

Moody's Portfolio Analysis:

This synthetic transaction closed in February 2007 and represents
the securitization of initially 13 commercial mortgage loans
(reference claims) originated by Hypo Real Estate Bank
International AG, now Deutsche Pfandbriefbank AG (Baa2, P-2). The
loans were secured by first ranking legal mortgages on 110
commercial properties located in the United Kingdom. The
portfolio comprised 43.9% retail, 28.3% office, 16.6% mixed-use
and 11.2% other properties based on securitized loan balance.

As of August 2013, seven loans secured by 103 properties remained
in the pool. The total pool balance stood at GBP370 million
compared with GBP596 million at closing (-38%). Three loans were
being specially serviced at the end of August 2013 comprising 60%
of the portfolio balance.

The largest loan, Loan 3 is comprised of a GBP245.8 million whole
loan, out of which GBP175.7 million is securitized,
GBP6.4 million is subordinated and the remaining portion ranks
pari-passu with the securitized loan. The loan secured by three
secondary shopping centers was originally scheduled to mature in
April 2013. Following a default triggered by the breach of the
LTV covenant in May 2010, the loan was restructured at the
beginning of 2012 and is now scheduled to mature in July 2015.
The restructuring entailed the split of the GBP245.8 million loan
into an 84% senior and 16% junior piece and the inclusion of a
new GBP10 million sponsor loan ranking pari-passu with the
GBP200 million senior debt portion. The servicer announced at the
time of the restructuring that the increased leverage via the
sponsor loan is overcompensated by the fact that the value of the
collateral will increase as a consequence of the cash injection.
In detail, the sponsor will use the new cash to meet CapEx
requirements in the business plan in relation to new and revised
letting targets for the shopping centers.

Since the loan restructuring in January 2012, a new valuation has
not been conducted. The latest reported vacancy rate of the
portfolio decreased to 11.8% from 15.5% at the time of loan
restructuring. However, the reported NOI decreased by 17% to
GBP10.9 million due to a combination of factors including re-
gearing of existing leases at lower rents, lease-up of vacant
space at lower rents and the nature of the NOI calculation, which
discounts rents expiring within the next year. For its
assessment, Moody's was provided with tenancy information, which
included in-place rental levels, lease expiration profile for
each shopping centre and lease-up/re-gear of leases for
significant portions of the properties. Moody's has determined a
stabilized 10-year cash flow of GBP10 million for the portfolio
and estimates the value of the portfolio at GBP129 million. With
a 17% haircut to the May 2010 value of the portfolio and taking
into account the GBP10 million sponsor loan, the Moody's LTV for
the loan is 193%. As in its prior assessment, Moody's does not
expect the loan to repay at its maturity and expects significant
losses (50-75%) from the workout of this loan.

As for the loans in special servicing, Moody's expects the
workout of Loan 1 (11% of the current pool) to be resolved soon
at no loss to the issuer. Moody's expected principal loss for
Loan 11 (2% of the current pool) is 0-25%.

A positive feature of the transaction is the long time until
legal final maturity of the Notes in 2022 which will allow the
servicer a longer time to work out defaulted and potentially
defaulting loans in the future.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior rating action on the Notes is
summarized in a press release dated August 24, 2011. The last
Performance Overview for this transaction was published on 4
October 2013.

In rating this transaction, Moody's used both MoRE Portfolio and
ABSROM to model the cash-flows and determine the loss for each
tranche. MoRE Portfolio evaluates a loss distribution by
simulating the defaults and recoveries of the underlying
portfolio of loans using a Monte Carlo simulation. This portfolio
loss distribution, in conjunction with the loss timing calculated
in MoRE Portfolio is then used in ABSROM, where for each loss
scenario on the assets, the corresponding loss for each class of
notes is calculated taking into account the structural features
of the notes. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

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

TRAVELZEST PLC: Lack of Additional Funding Prompts Administration
Travelzest PLC, further to the announcement made on November 4,
2013, disclosed that it has been unable to secure additional
funding and as such, is unable to continue to trade as a going
concern.  As a result of the Company's inability to meet the
terms of a demand letter served by its lender, Elleway
Acquisitions Limited, the Company requested Elleway to appoint

Consequently, Elleway has appointed Ian James Corfield and David
John Dunckley of Grant Thornton UK LLP, of 30 Finsbury Square,
London EC2P 2YU as administrators of Travelzest PLC as of 10:11
a.m., Nov. 5, 2013.

The decision to request the appointment of administrators was
taken after careful consideration and having explored all options
to raise additional capital.

Travelzest plc -- is a
holding company.  During the fiscal year ended October 31, 2012
(fiscal 2012), the principal activity of the Company was the
provision of retail travel sales and tour operation.  The
Company's portfolio includes, The Cruise
Professionals and Captivating Cuba.


* Upcoming Meetings, Conferences and Seminars

Dec. 2, 2013
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or

Dec. 5-7, 2013
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800;


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

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  Go to order any title today.


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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