TCREUR_Public/131114.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 14, 2013, Vol. 14, No. 226

                            Headlines

B E L A R U S

BELARUSIAN NATIONAL: S&P Affirms 'B-' Counterparty Credit Rating


B U L G A R I A

BULGARIAN TELECOM: Moody's Assigns 'B1' CFR; Outlook Stable
BULGARIAN TELECOM: S&P Assigns Prelim. 'BB-' Corp. Credit Rating


C Z E C H   R E P U B L I C

EP ENERGY: Fitch Affirms 'BB+' Long-Term Issuer Default Rating


F I N L A N D

TALVIVAARA MINING: Gets No Bail Out From Norilsk Nickel


F R A N C E

LAFARGE SA: S&P Revises Outlook to Stable & Affirms 'BB+/B' CCRs
MARITHE + FRANCOIS: Commercial Court of Paris Orders Liquidation


G E R M A N Y

ALBERT ZIEGLER: CIMC Buys German Fire Truck Maker
DEUTSCHE OEL: S&P Withdraws Prelim. 'CCC+' LT Corp. Credit Rating
FRESENIUS SE: S&P Affirms 'BB+' Unsecured Guaranteed Debt Rating
GERMANY: Records 2,212 Corporate Insolvencies in August 2013


H U N G A R Y

MALEV ZRT: Bombardier CRJ Aircraft Fails to Attract Bids


I R E L A N D

NEWBRIDGE CREDIT: Permanent TSB Takes Over Failed Credit Union
ST PAUL CLO III: Fitch Rates EUR15.4MM Class F Notes 'B-(EXP)sf'
SMURFIT KAPPA: Moody's Changes Outlook to Pos. & Affirms Ba2 CFR
TITAN EUROPE 2006-3: S&P Cuts Rating on Class A Notes to 'CCC'


I T A L Y

ALITALIA SPA: Board Approves Restructuring Plan
CIR-COMPAGNIE: S&P Affirms 'BB/B' Corporate Credit Ratings


K A Z A K H S T A N

BANKPOZITIF: Moody's Changes Outlook on Ba1 Ratings to Negative


L A T V I A

WINERGY: Riga Court Approves Insolvency Proceedings


L U X E M B O U R G

BEVERAGE PACKAGING: Moody's Rates US$650MM Unsecured Notes 'Caa2'
BEVERAGE PACKAGING: S&P Rates US$650MM Sr. Unsecured Notes 'CCC+'
OXEA SARL: S&P Keeps 'B' Long-Term CCR on Creditwatch Positive


N E T H E R L A N D S

HERTZ HOLDING: Moody's Rates EUR245MM Senior Notes 'B2'
PANTHER CDO IV: Fitch Affirms 'CC' Rating on Class C Notes


P O L A N D

POLAND: Number of Company Bankruptcies May Decline in 2014


R O M A N I A

CE HUNEDOARA: CNH Lodges Insolvency Request Over Unpaid Debt
ROMANIA: Banks Lose RON5.2-Bil. Due to Insolvent Company Loans


R U S S I A

GE MONEY: Moody's Cuts Long-Term Currency Deposit Ratings to Ba3
VODOKANAL ST. PETERSBURG: S&P Affirms 'BB+/B' Corp Credit Ratings
YAROSLAVL REGION: Fitch Affirms 'BB' Long-Term Currency Ratings


S W I T Z E R L A N D

SCHMOLZ + BICKENBACH: Moody's Confirms 'B3' CFR; Outlook Stable


T U R K E Y

GLOBAL YATIRIM: Fitch Affirms CCC LT Curr. Issuer Default Ratings


U K R A I N E

ALFA-BANK UKRAINE: S&P Affirms 'B-/C' Counterparty Credit Ratings
INTERPIPE LTD: Fitch Cuts Long-Term Issuer Default Rating to 'RD'
UKRAINE: Fitch Cuts LT Curr. Issuer Default Ratings to 'B-'
UKRAINIAN AGRARIAN: S&P Cuts Corporate Credit Ratings to 'B-'


U N I T E D   K I N G D O M

BARRATTS SHOES: Goes Into Administration for Third Time
CO-OPERATIVE BANK: Moody's Affirms 'Caa1' Sr. Unsec. Debt Rating
FOLLETT STOCK: SRA Closes Firm as Liquidators Step In
LEHMAN BROTHERS EUROPE: To Pay 3rd Dividend by Dec. 31
POLLY PECK: Scheme Creditors to Recoup 0.2582 Pence in the Pound

RAC FINANCE: S&P Affirms 'B+' Long-Term Corp. Credit Rating
VICTORIA FUNDING: S&P Lowers Rating on Class E Notes to 'D'
WANDLE HOLDINGS: NAMA Appoints Administrative Receiver


X X X X X X X X

EUROPE: S&P Cuts Ratings on 28 Hybrid Capital Instruments to 'D'

* Upcoming Meetings, Conferences and Seminars


                            *********


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BELARUSIAN NATIONAL: S&P Affirms 'B-' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Belarusian National Reinsurance Organization (Belarus
Re) to stable from positive. "At the same time, we affirmed our
'B-' counterparty credit and insurance financial strength ratings
on the company," said S&P.

"The outlook revision follows S&P's similar action on the
Republic of Belarus published on Oct. 18, 2013.  We cap the
ratings on Belarus Re at 'B-', in line with the long-term local
currency sovereign rating on Belarus, to reflect our view of the
company's high exposure to the sovereign," the ratings agency
said.

The ratings on Belarus Re reflect its 'b-' stand-alone credit
profile (SACP).  "In accordance with our criteria for government-
related entities (GREs), we assess the likelihood of timely and
sufficient extraordinary government support to Belarus Re as
high. Belarus Re is 100%-owned by the Belarusian Ministry of
Finance and acts as a sole provider of reinsurance protection in
Belarus, providing a reinsurance window for all other insurance
companies based in the country. Most of the company's premiums
stem from Belarus, and all of its assets are invested
domestically," said S&P.

Belarus Re's 'b-' SACP is three notches lower than the company's
'bb-' anchor, because it is constrained by the long-term rating
on Belarus. The anchor is derived by combining our assessment of
the company's business risk profile as vulnerable and financial
risk profile as weak, according to S&P's criteria.

Regarding business risk, S&P views Belarus Re's competitive
position as less than adequate in an international context, owing
to the company's small size and geographic focus in a country
with high industry and country risk.  "We regard the company's
financial risk profile as weak because of the weak quality of its
investment portfolio."

"We no longer make negative adjustments to Belarus Re's SACP for
enterprise risk management (ERM) and management and governance.
This is because we have revised our assessment of the company's
ERM to adequate from weak, based on our view that the company is
capable of identifying and managing its key risk exposures and
losses, and factors risk management into its decision-making
process. We believe that, over the past few years, Belarus Re has
developed a practical approach to risk management, especially in
identifying its risk preferences, risk tolerances, and risk
limits, and that management has shown commitment to ERM. We
understand that Belarus Re regularly monitors and reports its
main risk exposures to the Ministry of Finance, which acts as
both the insurance regulator in Belarus and the owner of Belarus
Re. At the same time, based on our holistic analysis of the
company, we regard Belarus Re as highly exposed to 'B-' rated
assets, which largely include investments in Belarus' government-
owned banks," said S&P.

The stable outlook on Belarus Re mirrors the outlook on Belarus
and reflects S&P's view that further changes in the company's
economic environment will likely be reflected in the company's
financial risk profile, stemming from the quality of the
investment portfolio.  S&P could raise the ratings on Belarus Re
if it were to raise the long-term local currency rating on
Belarus. However, Belarus Re's GRE status is unlikely to result
in any rating uplift for potential government support over the
next 12 months, given the low sovereign rating.

S&P does not anticipate taking negative rating actions on Belarus
Re, given the company's current business and financial risk
profiles. However, a negative rating action on Belarus could
trigger a similar rating action on Belarus Re.



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BULGARIAN TELECOM: Moody's Assigns 'B1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's assigned a B1 corporate family rating (CFR) and B1-PD
probability of default rating (PDR) to Bulgarian
Telecommunications Company EAD ("Vivacom"). Concurrently, Moody's
assigned a provisional (P)B1 rating to the company's proposed
EUR400 million senior secured notes due 2018 to be issued by the
company. The outlook is stable.

Ratings Rationale:

Vivacom's CFR reflects (1) the company's relatively small scale
in the global telecommunications industry compared with peers;
(2) its narrow geographical focus in Bulgaria which continues to
experience only moderate economic and institutional strength as
well as a cyclical macro-economic environment; (3) the very
fierce competitive telecom market landscape in Bulgaria, and the
resulting low Average Revenues Per User (ARPU) generated in that
market; (4) revenue pressure over the coming years as a result of
the structural decline in fixed line demand; (5) uncertainty over
financial policy going forward given the expected generous debt
incurrence covenant which could allow the company to increase
leverage substantially.

The CFR also reflects (1) the company's position as a leading
telecom operator in Bulgaria with strong market share in fixed
telephony and broadband; (2) Vivacom's strong track record of
growing its mobile segment's market share and revenues ; (3) the
company's good leverage profile with Moody's adjusted Debt to
EBITDA expected around 3.0x at year end 2013; 4) the company's
diversified business model, with offers in fixed-line voice,
broadband internet, mobile and pay-TV; 5) expectations of
continuous free cash flow generation in the coming years
supported by predictable capex spending and assumption that the
company will not pursue dividend payments in the medium term; and
6) good maturity profile with no mandatory debt repayment until
2018.

Vivacom intends to use the proceeds of the new notes to refinance
its outstanding obligations under its existing senior facility
agreement and pay fees and expenses relating to this transaction.
At the same time as the notes, the company will also enter into a
new revolving credit facility (RCF) of EUR35 million which is
expected to remain undrawn at closing of the transaction.

In addition, an equity bridge loan will be set up at InterV
Investment S.a.r.l and will be on-lent to a holding company above
the restricted group (Viva Telecom Bulgaria EAD). Viva Telecom
Bulgaria EAD will use these proceeds to repay existing debt at
the holding company level. Vivacom's credit metrics exclude the
potential impact of this bridge as it is located outside of the
current facilities' restricted group and is expected to be
replaced by common equity equivalent funding in the near term.
Moody's takes comfort in the fact the equity bridge is originally
being financed by current shareholders of the company.

Vivacom's liquidity is adequate, supported by forecasted positive
free cash flow going forward and the company's new EUR35 million
revolving credit facility, which does not include any restrictive
maintenance covenants. In addition, while ongoing requirements
for further investment in infrastructure upgrades are needed,
these are predictable and Moody's expects capex as a percentage
of revenue to be maintained at 18%-20% in the future (excluding
any extraordinary capex such as the planned LTE auction in 2015).

Based on Moody's Loss Given Default methodology, the outcome of
the probability of default rating (PDR) is B1-PD, in line with
the CFR, as is customary for capital structures including both
bond and bank debt. The proposed EUR400 million senior secured
notes due 2018 are rated (P)B1, in line with the CFR, reflecting
their security over the company's assets as well as the
relatively small size of the super senior RCF which is the only
liability ranking ahead of the notes in Moody's waterfall model.

Rating Outlook:

The stable outlook reflects Vivacom's good cash flow generation
and Moody's expectation that the company will continue to operate
in line with its current financial policy, i.e. with leverage
around 3.0x. The stable outlook also incorporates assumptions of
moderate M&A activity -- any transformational transaction would
need to be assessed on a case by case basis.

What Could Change the Rating -- Down:

Downward pressure on the ratings could arise should Vivacom's
operating performance weaken or should the company incur
additional indebtedness, such that its adjusted leverage ratio
moves towards 4.0x. Negative ratings pressure would also arise
should the company's free cash flow generation deteriorate
leading to a weakening in the company's liquidity profile.

What Could Change the Rating -- Up:

Upward pressure on the rating could develop as the company
establishes a track record in its current form and if adjusted
leverage over time were to sustainably decline below 3.0x. At the
same time an upgrade would require Vivacom to continue to
generate meaningful positive free cash flow.


BULGARIAN TELECOM: S&P Assigns Prelim. 'BB-' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' long-term corporate credit rating to Bulgaria-
based integrated telecom operator Bulgarian Telecommunications
Co. EAD (trading as Vivacom). The outlook is positive.

At the same time, S&P assigned its preliminary 'BB-' rating to
the group's EUR400 million proposed senior secured notes due
2018.

The preliminary rating on Vivacom reflects S&P's assessment of
its financial risk profile as "aggressive" and its view of its
business risk profile as "fair," as its criteria define these
terms.

"Our assessment of Vivacom's business risk profile as fair is
supported by our view of its solid position in the Bulgarian
telecoms market. Vivacom has a leading position in the fixed-line
telephony and broadband markets and is a growing and profitable
challenger in the mobile market. We also view Vivacom's
networks' quality and coverage as high compared with its main
competitors. The group's product range includes "quadruple play"
offers (broadband, TV, and both fixed-line and mobile telephone)
for a significant portion of the population, which we believe is
a competitive advantage in a market with growing popularity for
fixed-line, TV, and mobile bundles. The business risk profile
assessment is further supported by the company's high operating
efficiency, which translates into solid EBITDA margins.

"These positive factors are partly offset by the highly
competitive nature of the Bulgarian telecoms market, which puts
constant pressures on prices, our anticipation of growing
challenges in the mobile segment, and the trend for
customers to substitute fixed lines with mobiles. We also see
relatively high country risks including Bulgaria's low GDP per
capita, which means the population is highly price-sensitive; the
relatively high unemployment; and the high level of corruption
(including a meaningful fixed-line grey market).  In addition,
Vivacom lacks geographic diversity -- the group operates in a
single country, which has a limited and declining population,"
said S&P.

"In our base-case scenario, we forecast that Vivacom will post a
sales decline of about 8%-10% in 2013, largely because of the
impact of cuts in fixed and mobile termination rates. We assume
that revenue will continue to decline in 2014, particularly in
fixed line and broadband, but that the overall decline
will reduce to about 2% because of increasing revenues from
subscriber growth in the mobile division and the inclusion of
pay-TV in bundles. We assume that the growth in the company's
mobile unit will slow down over the medium term as the market
gets a bit more challenging, notably after the recent acquisition
of Vivacom's competitor Globul by the financially strong
Norwegian telecommunications company Telenor," according to S&P.

"We forecast that reported EBITDA margins will decline to 37%-38%
in 2013, mainly due to the decline in interconnect revenues. We
assume, however, that margins will subsequently stabilize, with
lower fixed revenues offset by improved margins in mobile and
pay-TV and further savings in operating expenditure," related
S&P.

"We estimate that Vivacom's fully adjusted debt to EBITDA will
reach slightly below 4x in 2013-2014, with potential deleveraging
from the group's voluntary annual debt prepayments of up to 10%
of the proposed notes. Our adjusted debt figures include the
bridge loan and present value of the company's noncancellable
operating leases (about Bulgarian lev [BGN] 69 million). If the
company's shareholders, who initially hold the payment-in-kind
(PIK) bridge loan, repay it with equity, we expect adjusted
leverage to fall to slightly below 3x from the current level of
about 4x. We also anticipate that EBITDA interest coverage will
be higher than 3.5x (higher than 4x on a cash interest basis),"
S&P related.

The financial risk profile assessment reflects S&P's forecast
that Vivacom's Standard & Poor's-adjusted debt-to-EBITDA ratio
will remain below 4.5x, with potential operating pressures
mitigated by debt reduction from free cash flows.

S&P assesses Vivacom's liquidity as "adequate" under its
criteria. S&P forecasts that the ratio of liquidity sources to
uses will be higher than 1.2x over the next 12 months.

The positive outlook reflects the potential for a one-notch
upgrade to 'BB' over the short term if the company successfully
deleverages. The shareholders plan an equity injection and
repayment of the EUR150 million bridge loan (initially held by
the current shareholders), which S&P expects to have a
meaningful deleveraging impact, reducing Vivacom's adjusted
leverage to slightly below 3.0x. Therefore, if the company's
plans are executed successfully, S&P expects to revise its
financial risk profile assessment upward to "significant."

"We could raise the rating if adjusted leverage declines below
3.5x, while free operating cash flows to debt, excluding one-off
items (e.g., frequencies license acquisition), is higher than 5%.
We forecast that this will happen if the bridge facility is fully
repaid with equity," said S&P.

"We could revise the outlook to stable if we continue to view the
financial risk profile as "aggressive," with adjusted leverage at
more than 3.5x, if the bridge facility refinancing does not take
place over the short term. Given the relatively short tenor of
the bridge loan, downward pressure on the rating could build up
rapidly if the group does not adequately refinance the bridge
loan with long-term funding at least six months prior to its
maturity," according to S&P.



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EP ENERGY: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Czech Republic-based EP Energy a.s.'s
(EPE) Long-term Issuer Default Rating (IDR) at 'BB+' with Stable
Outlook, and its EUR1.1 billion senior secured notes at 'BBB-'.

The affirmation reflects that while there is some upside rating
pressure from the currently low leverage relative to the 'BB+'
IDR, Fitch remains cautious over financial policies that may take
leverage outside the upgrade guidance and due to continued
deterioration of traditional power generation market fundamentals
in EPE's markets -- Germany, the Czech Republic, Slovakia.

The regulated component of EPE's business profile is likely to
increase, which will offset pricing pressure in power generation
and decommissioning liabilities. Fitch would consider a positive
rating action on a more established track record, materialization
of some of the upside in EPE's mining division (currently
discounted in its rating case projections) and tightening of
financial policies.

Key Rating Drivers:

   -- Cash Flow Visibility

EPE's credit profile is supported by its contracted lignite
mining, low-cost heat and cogeneration power sales through
regional regulated distribution monopolies and long-term power
purchase agreements. These core divisions represent over 80% of
EPE's EBITDA, with the rest derived from power generation,
trading, and supply, making its earnings and cash flows stable
and predictable. EPE also benefits from geographical
diversification and limited exposure to adverse regulation.

   -- Contracted Lignite Mining

Over 90% of EPE's expected external lignite sales (17 million
tons in 2012) are contracted until 2020 and around 60% until 2039
with high-quality counterparties, comprising efficient base load
power plants in Germany designed to use EPE's lignite. Sales are
contracted on terms reflecting the cost structure of the mining
operations (and inflation), thus limiting EPE's volume and price
risk. EPE can increase its lignite production to supply its
cogeneration plants in the Czech Republic where one of its
lignite supply contracts is facing a price dispute.

   -- Leader in District Heating

EPE is the largest heat supplier in the Czech Republic with an
installed thermal capacity of 4.1 gigawatts (GW), mostly lignite-
fired, and heat supplies of 18.5 peta joules (PJ) in 2012, mostly
to households (57%) and large industrials (20%). The company
supplies around 360,000 households in Prague and other major
cities, which represent a stable customer base. It also operates
one of the largest low-cost cogeneration plants in the country.
EPE's heat prices are below the market average and those of
alternative heating.

   -- Emerging Structure and Integration

Despite some recent improvement, EPE's group structure remains
complex with a number of separate operating and holding companies
in a number of jurisdictions. Centralized treasury and cash
pooling is still being developed and operational integration is
fairly limited, despite EPE's presence in the entire energy chain
from pit to retail supply.

   -- Recent M&A Marginally Positive

EPE has continued its efforts on vertical integration by
acquiring Buschhaus, a German coal power plant with an installed
capacity of 352MW and a near-exhausted lignite mine, which allows
EPE to make use of spare existing mining capacity at low marginal
cost at EPE's current mining division. At the same time, EPE's
parent is in the process of acquiring 49% (with management
control) of Stredoslovenska Energetika, a.s. (SSE) a Slovak
electricity distributor and supplier with a regulatory asset base
(RAB) of almost EUR500 million, which would be added as a fully
consolidated entity (with acquisition debt of EUR240 million) to
EPE's balance sheet. Together these two companies represent over
one third of the estimated 2014 EBITDA, assuming full
consolidation of SSE. We consider these acquisitions as mildly
positive for EPE's business profile. Even though leverage will
temporarily increase (assuming deconsolidation of SSE and the
inclusion of expected dividends from SSE), it is still forecast
to be low for the current rating.

   -- Leverage Above Peers

EPE's leverage is above that of most rated central European
peers, and recent acquisitions or further electricity price
declines may delay expected deleveraging. Its dividend policy
allows for a payout of 50% of net income (adjusted for
acquisition accounting), subject to a leverage target no higher
than 3.0x (net debt to EBITDA). This implies that on funds from
operations (FFO) net adjusted basis the company's leverage may
exceed 3.5x, a level that is commensurate with the current
rating, but not with an upgrade.

Rating Sensitivities:

Positive:

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

   -- Longer track record of the current business structure with
      greater vertical integration of operations supporting fuel
      supply self-sufficiency without significant cost
      implications for the group

   -- Reduction of target to and Fitch's expected leverage
      remaining at a level comparable with regional peers' (below
      3.5x net adjusted FFO leverage) on a sustained basis

Negative:

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

   -- A more aggressive financial policy (including opportunistic
      M&A or higher dividends) that would increase Fitch-expected
      net adjusted FFO leverage to 4.0x on sustained basis (this
      level would likely be in breach of EPE's bond covenants)

   -- A significant deterioration in business fundamentals due to
      a large and sustained increase in carbon dioxide price or
      structural heat demand decline (perhaps as a result of more
      effective insulation and/or higher ambient temperatures)

Liquidity and Debt Structure:

Following two bonds issuance in 2012 and 2013 of EUR500 million
and EUR600 million respectively, EPE has moved away from a debt
structure dominated by bank and shareholders loans to a structure
mainly reliant on fixed-rate bonds. Fitch views its foreign
exchange risks as manageable due to euro revenues in Germany and
Slovakia and electricity sales being denominated in euro.

Based on EPE's unaudited preliminary statements at end-September
2013, the company had around EUR247 million of cash and cash
equivalents out of which EUR153 was subject to pledges (99%
related to security for bondholders). Short-term debt stood at
EUR30 million at end-September 2013. Fitch expects FCF to be
positive from 2014, reflecting strong operating cash flows,
limited capital expenditure requirements -- in turn underpinning
a strong cash conversion ratio -- and a 50% dividend policy.



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TALVIVAARA MINING: Gets No Bail Out From Norilsk Nickel
-------------------------------------------------------
Polina Devitt at Reuters reports that Russia's mining giant
Norilsk Nickel has no plans to help bail out financially-troubled
Talvivaara Mining.

Reuters relates that Talvivaara said last Thursday it was in
talks with stakeholders to secure funds after a series of
production disruptions at its Sotkamo mine and a fall in nickel
prices put it at risk of bankruptcy.

Norilsk Nickel, the world's biggest nickel and palladium
producer, is Talvivaara's main customer and owns a 0.64% stake in
the company, Reuters discloses.

"It's not a business aim of the company to help Talvivaara,"
Reuters quotes a source familiar with the Russian company's plans
as saying.

Talvivaara said earlier on Thursday it was in talks with
stakeholders to secure funds after a series of production
disruptions at its Sotkamo mine and a fall in nickel prices put
it at risk of bankruptcy, Reuters recounts.

Talvivaara Mining Co. Ltd. is a Finnish nickel producer.



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LAFARGE SA: S&P Revises Outlook to Stable & Affirms 'BB+/B' CCRs
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on France-
based heavy materials producer Lafarge S.A. to stable from
negative. At the same time, S&P affirmed its 'BB+' long-term and
'B' short-term corporate credit ratings on the company.

"In addition, we affirmed our 'BB+' issue ratings on Lafarge's
senior unsecured debt. The recovery rating on this debt is
unchanged at '3,' indicating our expectation of meaningful (50%-
70%) recovery in the event of a payment default."

"The outlook revision reflects our view that Lafarge has
structurally reduced its net debt, over the past few quarters, to
levels more commensurate with the ratings, given the group's
current operating cash-flow-generation capability.  We estimate
that the company could raise as much as EUR1.3 billion from asset
disposals in 2013, EUR1,048 million of which it received at the
end of September. The company's unadjusted net debt was EUR10.9
billion on Sept. 30, 2013, and the Standard & Poor's ratio of
adjusted funds from operations (FFO) to debt was just 12.6%,
which falls short of the high-teens percentage we consider
commensurate with the 'BB+' rating. This reflects still tough
markets, with revenues stable and the EBITDA margin down 20 basis
points (bps) on a like-for-like basis (-4% and -140 bps on a
reported basis)."

"That said, given the sizable, seasonal reduction of working
capital in the last quarter of the year and our forecast trading
conditions to December, we consider the group's net debt
reduction objective to be highly credible. For the full year, we
anticipate a revenue contraction of 2%-5% and EBITDA of about
EUR3.2 billion. Given yearly capital outlays lower than EUR1
billion and the disposals, we forecast unadjusted net debt at
about EUR10 billion by year-end 2013. We take into account that
the company may receive the proceeds from outstanding asset
disposals (EUR0.3 billion) at the beginning of 2014. We forecast
FFO to debt of about 15%. Consequently, a key and demanding
assumption for our outlook revision is that Lafarge will maintain
a very disciplined approach to spending next year."

"We remain cautious on 2014. We currently forecast limited
revenue growth in that year and broadly stable operating margins,
in spite of the company's efforts to contain costs. We anticipate
that Lafarge could broadly maintain its dividend payout and
invest about EUR1 billion in capital outlays. Therefore, we
believe that to achieve its target of reducing net debt to EUR9
billion by December, the group will need to make additional
disposals, which we currently estimate at EUR0.3 billion-EUR0.7
billion, depending on operating performance. We believe that net
debt could reduce by some EUR300 million organically--or by about
EUR0.6 billion including limited, additional disposals--bringing
the FFO-to-debt ratio to about 17%, a level we regard as in line
with the 'BB+' rating."

"In light of the valuation multiples on which several disposals
were based, we believe the improvements to Lafarge's financial
risk profile outweigh the negative impact on our business risk
profile assessment, given the reduced diversity of Lafarge's
product and end-market diversity. The ratings still reflect our
assessment of the group's 'strong' business risk profile and
"aggressive" financial risk profile."

"The stable outlook reflects our anticipation that given
Lafarge's continued financial discipline and focus on net debt
reduction, the group's credit metrics will improve further in
2014 to levels we consider more commensurate with the 'BB+'
rating. These levels include a ratio of adjusted FFO to debt in
the high teens."

"We could take a negative rating action if the improvement of
credit metrics were hampered because economic conditions in the
group's key markets deteriorated more than we anticipate. Because
of the still unsupportive trading environment, in our view, the
group has no rating headroom. Negative rating pressure could
escalate quickly in 2014 if profitability does not rebound,
revenues do not increase, or the group relaxes its policies
(compared with our base case) toward working capital management,
capital spending, and returns to shareholders."

"We could take a positive rating action if Lafarge were able to
post adjusted FFO to debt of about 20% on a sustainable basis and
showed its willingness to maintain the ratio at that level. In
light of the group's weak trading performance over past quarters,
this would likely require a reduction of unadjusted net debt to
well below EUR9 billion. As a consequence, we see positive rating
momentum as remote at present."


MARITHE + FRANCOIS: Commercial Court of Paris Orders Liquidation
----------------------------------------------------------------
Maria Cristina Pavarini at SportsWear International reports that
the brand Marithe+Francois Girbaud will no longer be operating
through the companies Cravatatakiller, Sabatoun and MFG Services.
The liquidation was ordered by the Commercial Court of Paris, as
explained by a spokesperson of the brand, the report says.

SportsWear relates that Denis Noharet, chairman of the group
since June 1, 2013, is working alongside the founders, Marithe
Bachellerie and Francois Girbaud, and a foreign group on a re-
launch project between the end of 2013 and the beginning of 2014.
The deadline set by the Commercial Court proved too tight,
despite the interest shown by this group, the report notes.

SportsWear says the contract with the master licensee with FFI
started from F/W 2012/2013 has ended and it will not produce the
Summer 2014 collections.

According to the report, the directly operated stores of Paris,
Lyon and in Belgium are closed in expectation of a potential
recovery, while partner stores will remain open. The stores from
Nantes, Toulouse, Bordeaux, Biarritz, Perpignan, Montpellier,
Strasbourg, Tours, Grenoble, Metz, Casablanca and London are
still open, the report notes.

As reported in the Troubled Company Reporter-Asia Pacific on
June 11, 2012, WWD said French denim brand Marithe + Francois
Girbaud has filed for the French equivalent of Chapter 11
bankruptcy protection.

Marithe + Francois Girbaud is an international clothing company
based in France.



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


ALBERT ZIEGLER: CIMC Buys German Fire Truck Maker
-------------------------------------------------
Reuters reports that Albert Ziegler GmbH & Co has been sold to
China International Marine Containers Group.

Reuters relates that Ziegler, which filed for insolvency in 2011,
was bought for EUR55 million (US$74 million), the company said,
adding that all 1,000 jobs will be preserved.

"The Chinese CIMC group has extensive experience in the business
of commercial and special vehicles and provides an ideal base for
the expansion of Ziegler's international business," Reuters
quotes Bruno Kuebler -- bruno.m.kuebler@kueblerlaw.com -- senior
partner at insolvency law firm Kuebler, as saying.

Reuters notes that Ziegler was put up for sale after it filed for
insolvency following the imposition of an anti-trust fine for
participating in a fire-truck procurement cartel.

Based in Giegen an der Brenz, Germany, Ziegler makes specialised
fire trucks for airports as well as electrical tunnel rescue
vehicles with driving cabs facing in both directions.


DEUTSCHE OEL: S&P Withdraws Prelim. 'CCC+' LT Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary
'CCC+' long-term corporate credit rating on Germany-based oil and
gas exploration and production company Deutsche Oel & Gas
(DOGAG). The outlook at the time of the withdrawal was stable.

At the same time, S&P withdrew its preliminary issue rating of
'CCC' on the proposed EUR150 million senior secured notes that
DOGAG planned to issue. S&P also withdrew its preliminary
recovery rating of '5' on the proposed notes, which indicated its
expectation of modest (10%-30%) recovery in the event of a
payment default.

The preliminary ratings were subject to the completion of the
notes issuance, as well as S&P's review of the final
documentation and DOGAG's capital structure.  "We understand the
financing will not go ahead as we anticipated in September 2013
when we assigned the preliminary ratings. Therefore, we have
withdrawn our preliminary ratings on DOGAG and the senior secured
notes," said S&P.


FRESENIUS SE: S&P Affirms 'BB+' Unsecured Guaranteed Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB-'
issue rating to the proposed incremental EUR1.2 billion senior
secured debt facilities (the proposed facilities) to be borrowed
by Germany-based health care group Fresenius SE & Co. KGaA (FSE)
and its subsidiary Fresenius Finance II B.V. The proposed
facilities comprise a EUR450 million senior term loan A1, a
EUR450 million senior term loan B2, and an incremental EUR300
million revolving credit facility (RCF). At the same time, S&P
assigned a recovery rating of '2' to the proposed facilities,
reflecting its expectation of substantial (70%-90%) recovery for
debtholders in the event of a payment default. The ratings on the
proposed debt facilities are subject to S&P's review of the final
documentation.

The issue and recovery ratings on the existing senior secured
debt issued by FSE and its subsidiaries Fresenius Finance II B.V.
and Fresenius US Finance I Inc. remain unchanged at 'BBB-' and
'2', respectively.

At the same time, S&P affirmed its 'BB+' issue rating on FSE's
senior unsecured, guaranteed debt facilities. The recovery rating
on the senior unsecured facilities remains unchanged at '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.

S&P understands that FSE intends to refinance its EUR1.8 billion
unsecured bridge facility -- which it put in place to finance the
acquisition of the majority of the hospitals of German hospital
and clinic operator Rhon-Klinikum AG -- with a longer-term debt
instrument. Assuming that FSE refinances the bridge facility
with debt ranking pari passu with the existing senior unsecured
debt, S&P could revise the recovery rating on the senior
unsecured facilities downward to '4', reflecting its expectation
of average (30%-50%) recovery in the event of a payment default.
This would not have any effect on the issue rating on the
senior unsecured facilities.

Finally, S&P affirmed its 'BB-' issue rating on the euro notes
issued by FSE and its subsidiaries. The recovery rating on the
euro notes remains unchanged at '6', indicating S&P's expectation
of negligible (0%-10%) recovery in the event of a payment
default.

"We understand that FSE will use the proposed facilities to
provide part of the EUR3.07 billion it requires to acquire the
majority of the hospitals of Rhon-Klinikum. We understand that
the existing senior facilities agreement will be amended to allow
FSE and Fresenius Finance II to raise the proposed facilities as
incremental facilities governed by the same terms and conditions
as the existing senior secured facilities.

RECOVERY ANALYSIS

The addition of the proposed senior secured facilities
significantly increases the amount of senior secured debt in
FSE's capital structure (assuming full drawings on the group's
RCFs). Nevertheless, S&P calculates the recovery prospects for
the proposed facilities above 100%. However, the recovery rating
of '2' on the proposed and existing facilities reflects S&P's
view that their structural and contractual seniority and the
recovery value available would unlikely be sufficient to support
any upward notching of the issue rating in the event that we
raise the corporate credit rating on FSE to 'BBB-'.

The proposed facilities will benefit from the same security and
guarantee package as the existing senior facility agreement
lenders, but with the inclusion of existing guarantor Fresenius
ProServe's shares in FSE's subsidiary Helios Kliniken GmbH. "We
consider the security package for the proposed facilities to be
relatively weak because it includes only share pledges," S&P
said.

The documentation for the proposed facilities allows for
additional indebtedness subject to a ratio of senior secured
leverage of less than or equal to 2.5x. The proposed facilities
would also benefit from interest coverage and maximum total
leverage financial maintenance covenants.


GERMANY: Records 2,212 Corporate Insolvencies in August 2013
------------------------------------------------------------
Deutsche Welle reports that Germany's National Statistics Office
(Destatis) had recorded 2,212 cases of corporate insolvencies in
the country for August, marking a 7.4% drop compared to the level
reached in the same month last year.

According to Deutsche Welle, among the firms having to file for
bankruptcy, those in the retail and vehicle maintenance sectors
appeared hardest hit, but hundreds of insolvencies were also
logged in the building industry.

Estimated active debt in terms of claims from creditors was put
at EUR1.6 billion (US$2.14 billion) for August, an average of
EUR732,000 per insolvency, Deutsche Welle discloses.

Destatis said the number of jobs threatened by the corporate
bankruptcies in question totaled about 13,800 across the nation,
Deutsche Welle notes.

The Federal Collection Agency Association said it expected
corporate insolvencies to ease throughout 2013, Deutsche Welle
relates.  Cyclical developments usually take at least half a year
to be reflected in insolvency statistics, Deutsche Welle states.



=============
H U N G A R Y
=============


MALEV ZRT: Bombardier CRJ Aircraft Fails to Attract Bids
--------------------------------------------------------
MTI-Econews reports that business daily Vilaggazdasag said on
Tuesday another call for offers for grounded national carrier
Malev's Bombardier CRJ aircraft failed to attract any offers by
the deadline on Monday, making it almost certain the airline's
liquidation will stretch into 2014.

The liquidator had hoped to sell the aircraft for HUF98 million,
MTI-Econews notes.

According to MTI-Econews, the paper said the date for winding up
the liquidation is likely to be extended past the Dec. 31
deadline at present.

Financially troubled Malev was grounded early last year, MTI-
Econews recounts.

Malev Zrt. is Hungary's former national carrier.



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


NEWBRIDGE CREDIT: Permanent TSB Takes Over Failed Credit Union
--------------------------------------------------------------
Pat Flanagan at Irish Mirror reports that Permanent TSB has
bailed out Newbridge Credit Union after it was given the green
light by the High Court.

The Central Bank asked the court that Permanent TSB take over the
hopelessly insolvent Newbridge Credit Union in Kildare, the
report says.

Irish Mirror relates that the Central Bank went to the High Court
to get leave to allow Permanent TSB to take over Newbridge, one
of the largest credit unions in Ireland.

It wanted a merger between Naas and Newbridge Credit Unions but
this fell through, according to the report.

Irish Mirror notes that that EUR54 million of taxpayer's money
will be pumped into the credit union before Permanent TSB
executives can move in.

Protesters have gathered outside Newbridge Credit Union on
November 11 to show their anger at the decision.

The move by the Central Bank will cause serious concerns for the
3.1 million people who are members of the 481 credit unions
around the country, the report notes.

It is the first time that a bank has taken over a credit union --
which is a not-for-profit body, Irish Mirror adds.

Newbridge Credit Union is a community based, non-profit making
financial co-operative.


ST PAUL CLO III: Fitch Rates EUR15.4MM Class F Notes 'B-(EXP)sf'
----------------------------------------------------------------
Fitch Ratings has assigned St Paul's CLO III Limited notes
expected ratings, as follows:

EUR326.7m class A: 'AAA(EXP)sf'; Outlook Stable
EUR64.9m class B: 'AA(EXP)sf'; Outlook Stable
EUR32.4m class C: 'A(EXP)sf'; Outlook Stable
EUR26.4m class D: 'BBB(EXP)sf'; Outlook Stable
EUR33m class E: 'BB(EXP)sf'; Outlook Stable
EUR15.4m class F: 'B-(EXP)sf'; Outlook Stable
EUR57.7m subordinated notes: not rated

The final rating is contingent on the receipt of final documents
conforming to information already reviewed.

St Pauls CLO III Limited is an arbitrage cash flow collateralized
loan obligation (CLO). Net proceeds from the issuance of the
notes will be used to purchase a EUR549m portfolio of European
leveraged loans and bonds.

Key Rating Drivers:

Participation Exposure to EOS
Approximately 90% of the assets in the initial portfolio will be
transferred from ICG EOS Loan Fund Limited (EOS) -- a Fitch rated
transaction -- by way of sub-participations. The manager expects
all the sub-participations to settle before the effective date.

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

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

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

Limited FX Risk
Asset swaps are used to mitigate any currency risk on non-EUR-
denominated assets. The transaction is allowed to invest up to
30% of the portfolio in assets denominated in a currency other
than EUR, provided that suitable asset swaps can be entered into.

Rating Sensitivities:

A 25% increase in the expected obligor default probability would
lead to a downgrade of one to two notches for the rated notes. A
25% reduction in the expected recovery rates would lead to a
downgrade of two to three notches for the rated notes.

Transaction Summary:

The portfolio is managed by Intermediate Capital Managers
Limited, a wholly-owned subsidiary of Intermediate Capital Group
plc. The reinvestment period is scheduled to end in 2017.

The transaction documents may be amended subject to rating agency
confirmation or note holder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings. While such
amendments may delay the repayment of the notes Fitch's analysis
is to confirm the expected repayment of principal by the legal
final maturity.

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

Key Rating Drivers and additional Rating Sensitivities are
further described in a pre-sale report, which will be published
shortly.


SMURFIT KAPPA: Moody's Changes Outlook to Pos. & Affirms Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service changed the outlook to positive from
stable on Smurfit Kappa Group plc's (SKG) and its guaranteed
subsidiaries ratings. Concurrently, SKG's Ba2 Corporate Family
Rating (CFR), the Ba2-PD Probability of Default Rating as well as
the Ba2 senior notes instrument ratings of its guaranteed
subsidiaries were affirmed.

Ratings Rationale:

The change in outlook to positive mirrors the company's continued
track record in reducing its financial leverage through a mix of
debt repayments and improvements in operating profitability with
gross leverage as adjusted by Moody's expected to decline to
around 4x by year end 2013. Moody's also takes comfort from the
group's resilient operating performance over the past quarters
despite the challenging macroeconomic environment in its European
stronghold, helped by fairly stable demand, a balanced market for
paper-based packaging products and good cost control, which
allowed SKG to keep its EBITDA margin at fairly stable levels in
the mid-teen percentages. Continued volume growth, in particular
in the group's Latin American operations, recovery of higher
input costs on the back of implemented price increases for
corrugated boxes and further cost take outs should allow SKG to
improve its debt protection metrics towards levels in line with a
higher rating over the next year. In addition, recent refinancing
transactions should materially lower the company's interest
burden by over EUR40 million on an annualized basis, which should
contribute to continued solid free cash flow generation. Moody's
stated that it would expect SKG's Debt/EBITDA to fall towards
3.5x and its retained cash flow to debt ratio to improve to the
high teens for an upgrade to a Ba1 rating.

The positive outlook also takes into account the possibility of
bolt-on transactions similar to the acquisition of OCCG in 2012,
which had a limited impact on the group's leverage and was
largely financed by its free cash generation capacity.

More fundamentally, SKG's Ba2 CFR takes into account the group's
(i) leading market positions for paper-based packaging in Europe
and Latin America, reflected in its size with revenues of about
EUR7.7 billion; (ii) its good geographic diversification with
market leading positions both in Western Europe and certain Latin
American countries; (iii) strong and relatively stable operating
margins through the cycle, supported by its integrated
containerboard and corrugated operations; and (iv) its track
record of solid and sustainable free cash flow generation. At the
same time, the rating remains constrained by (i) the cyclical and
highly competitive nature of the industry, which leaves little
room for differentiation and the resulting commodity character of
large parts of SKG's product portfolio; as well as (ii) the
group's low segmental diversification as a result of its focus on
kraftliner, testliner and corrugated packaging products.

The company's rating is supported by its solid liquidity profile
with cash and cash equivalents of EUR684 million as of September
2013, of which about EUR220 million was used in November to
refinance the recently called EUR500 million 7.25% senior notes.
The company also had access to undrawn revolving credit
facilities of EUR625 million, maturing in 2018. Internally
generated cash flows together with cash at hand as well as back-
stop liquidity arrangements should provide SKG with sufficient
flexibility for its operational needs over the next 12 to 18
months, also when considering rising dividend payments in line
with the group's policy to pay a progressive dividend.

SKG faces only minor debt maturities in the next few years with
the 2015 receivables securitization variable funding notes of
EUR198 million being the major maturity, which the company
intends to renew on an ongoing basis. The group's senior credit
facilities stipulate some maintenance financial covenants and
Moody's would expect SKG to maintain good covenant headroom at
all times.

SKG's rating could be upgraded if it were to realize improvements
in leverage (as adjusted by Moody's) falling towards 3.5x
Debt/EBITDA on a sustained basis with RCF/ debt improving towards
20%.

Negative rating pressure could build if leverage (as adjusted by
Moody's) moves to materially above 4x Debt/EBITDA on a
sustainable basis or RCF/ debt falls to the low teens, or if SKG
would be unable to generate positive free cash flows. Also, a
large debt-financed acquisition or material increases in
shareholder distributions could negatively impact the company's
rating given current macroeconomic uncertainties.

Smurfit Kappa Group plc is Europe's leading manufacturer of
containerboard and corrugated containers as well as specialty
packaging. The group holds also the leading position for its
major product lines in Latin America. SKG generated revenues of
EUR7.7 billion in the last twelve months ending September 2013.


TITAN EUROPE 2006-3: S&P Cuts Rating on Class A Notes to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CCC(sf)' from 'BB-
(sf)' its credit rating on Titan Europe 2006-3 PLC's class A
notes.  At the same time, S&P has affirmed its 'D (sf)' ratings
on the class B, C, D, E, F, G, and H notes.

The rating actions follow the Oct. 30, 2013 note event of
default, which was a result of the failure to pay all interest
due to the class A notes on the October 2013 interest payment
date (IPD).

                        CASH FLOW ANALYSIS

Titan Europe 2006-3 has a combined payment waterfall.  According
to the October 2013 cash manager report, a total of approximately
EUR3.6 million was available to cover prior-ranking expenses, in
addition to amounts due under the notes.  This resulted in the
class A, X, B, and C notes not receiving the accrued interest due
for the period.  A cumulative total of EUR2.2 million of current
period interest due to these classes of notes was deferred on the
October 2013 IPD.

All of the remaining seven loans are currently in special
servicing.  On the October 2013 IPD, the cash manager received
approximately EUR0.5 million of loan interest payments, against a
total amount due of approximately EUR5.5 million.  The largest
loan in the transaction, the Target Portfolio loan (47% of the
securitized pool), is currently subject to a French court's
safeguard proceedings (moratorium) up to March 2014.  Until then,
the debtor's payment obligations are frozen while they pursue
restructuring.

S&P understands that the excess spread, which is distributed to
the unrated class X notes, is not available to mitigate interest
shortfalls for the other classes of notes in this transaction.
The issuer relies on liquidity facility advances to address the
timely payment of interest on the class A to H notes.  However,
following appraisal reductions (stemming from the revaluation of
the Kurhaus and Target Portfolio loan properties), which have
reduced the size of the liquidity facility, and repeated
liquidity drawings to cover unpaid loan interest, the liquidity
facility is now fully drawn.

                       NOTE EVENT OF DEFAULT

As a result of the failure of the class A notes to receive full
interest due on the October 2013 IPD, a note event of default
occurred.

Following the note event of default, the trustee could deliver a
note enforcement notice declaring the notes to be due and
repayable.  If this notice is issued, S&P would expect the class
X notes to be repaid on the following IPD.

If a note enforcement notice is served, it will result in a
liquidity facility default.  As such, amounts owed to the
liquidity facility will be payable before any interest and
principal due under the notes, until such time as the facility is
repaid.

                          RATING ACTIONS

S&P's ratings address the timely payment of interest quarterly in
arrears, and the payment of principal no later than the legal
final maturity date in July 2016.

Following the failure to pay all interest due to the class A
notes on the October 2013 IPD, the creditworthiness of these
notes has deteriorated and they may be exposed to additional risk
of further interest shortfalls, in S&P's view.  S&P has therefore
lowered to 'CCC (sf)' from 'BB- (sf)' its rating on the class A
notes.

As S&P expects an enforcement of the class A notes and a removal
of the class X notes' obligations, there is, in S&P's opinion,
the potential for the transaction's cash flow to improve,
resulting in the repayment of the defaulted class A interest.
Therefore, in accordance with S&P's criteria for rating
commercial mortgage-backed securities (CMBS) in the face of
interest shortfalls, S&P has not lowered its rating on the class
A notes to 'D (sf)'.

At the same time, S&P has affirmed its 'D (sf)' ratings on the
class B, C, D, E, F, G, and H notes because of the continuing
failure to pay interest to any of these classes on the October
2013 IPD.

Titan 2006-3 is a pan-European CMBS transaction, currently backed
by seven loans that are secured on 28 properties in Germany,
France, Belgium, Luxembourg, and the Netherlands.  The
transaction closed in June 2006 and is scheduled to mature in
July 2016.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class             Rating
            To               From

Titan Europe 2006-3 PLC
EUR943.751 Million Commercial Mortgage-Backed Floating-Rate Notes

Rating Lowered

A           CCC (sf)         BB- (sf)

Ratings Affirmed

B           D (sf)
C           D (sf)
D           D (sf)
E           D (sf)
F           D (sf)
G           D (sf)
H           D (sf)



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


ALITALIA SPA: Board Approves Restructuring Plan
-----------------------------------------------
Gilles Castonguay and Daniel Michaels at The Wall Street Journal
report that Alitalia SpA's board Wednesday approved a
restructuring plan designed to convince the struggling Italian
airline's biggest shareholder -- Air France-KLM SA -- to give it
more money, and it extended the deadline for a capital increase
to allow the French-Dutch carrier time to decide whether to
underwrite it or not.

Alitalia, which is trying to raise EUR300 million (US$404
million) of funding, needs Air France-KLM to help it recover from
near bankruptcy and become part of a greater alliance to survive
in a fiercely competitive industry both at home and abroad, the
Journal says.

Even after its 2008 rescue by a group of private investors, it
has continued to lose money, accumulating debt and losing market
share in its home market to discount airlines and high-speed
trains, the Journal notes.

After a three-hour meeting at Alitalia's headquarters in Rome,
the airline's board voted in favor of the plan proposed by the
chief executive, Gabriele Del Torchio, who has been under
pressure from Air France-KLM to make drastic changes in return
for a commitment to take part in the capital increase, the
Journal relates.

Air France-KLM owns 25% of the airline and it would have to put
up EUR75 million to avoid having its stake get diluted, the
Journal notes.

According to the Journal, in a brief statement, Alitalia said it
would cut the number of medium-haul planes in its fleet while
maintaining the same number of flying hours and increasing its
international and intercontinental flights.

Meanwhile, the board had postponed the deadline for the capital
increase to Nov. 27 from Thursday, the Journal discloses.  The
operation to raise fresh funding was approved by shareholders in
October to save the airline from insolvency but they had until
Thursday to actually put the money up, the Journal recounts.

Air France-KLM has threatened not to contribute to the capital
increase if Alitalia doesn't undergo a radical makeover, which
would include cutting flights and staff, the Journal relays.
Alitalia's board made no decision on job cuts Thursday, the
Journal relates.

Air France-KLM, the Journal says, has also demanded Alitalia's
creditors restructure the airline's debt of nearly EUR1 billion.
The creditors have rejected that idea, the Journal relays.  The
statement made no mention of the debt, the Journal notes.

                          About Alitalia

Alitalia-Compagnia Aerea Italiana has navigated its way through
a successful restructuring.  After filing for bankruptcy
protection in 2008, Alitalia found additional investors, acquired
rival airline Air One, and re-emerged as Italy's leading airline
in early 2009.  Operating a fleet of about 150 aircraft, the
airline now serves more than 75 national and international
destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice,
Naples, and Catania.  Alitalia extends its network as a member of
the SkyTeam code-sharing and marketing alliance, which also
includes Air France, Delta Air Lines, and KLM.  An Italian
investor group owns a majority of the company, while Air France-
KLM owns 25%.


CIR-COMPAGNIE: S&P Affirms 'BB/B' Corporate Credit Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services said it had revised its
outlook on Italy-based holding company CIR-Compagnie Industriali
Riunite SpA (CIR) to positive from stable. At the same time, we
affirmed our 'BB/B' long- and short-term corporate credit ratings
on the company.

"In addition, we affirmed our 'BB' issue rating on the company's
senior unsecured debt. The recovery rating on this debt is
unchanged at '3', indicating our expectation of meaningful (50%-
70%) recovery in the event of a payment default."

"The outlook revision reflects our view that CIR's credit metrics
have significantly improved following the final ruling on the
"Lodo Mondadori" proceedings, in which financial holding company
Fininvest was ordered to pay CIR compensation of EUR491.3
million. CIR reported a gain, net of legal costs and taxes, of
EUR319 million, based on accounts as of Sept. 30, 2013. Pro forma
the net proceeds from the ruling, CIR had cash and other liquid
investments of EUR476 million on Sept. 30, 2013, well above its
financial debt. Given CIR's current financial surplus, our key
metric of loan to value (LTV) for the company is not meaningful."

"Given CIR's track record of LTVs below 15% over the past few
years and that the Lodo Mondaori ruling has provided some
financial flexibility, we believe CIR is in a position to
reinvest a large part of its cash to strengthen its asset
portfolio and improve its credit standing, or distribute a one-
time dividend payment to shareholders. We will monitor how the
company utilizes its financial flexibility."

"In our opinion, CIR's core assets overall display rather poor
credit quality, and we assign them actual or estimated ratings in
the speculative-grade categories. Sorgenia, one of CIR's core
assets that focuses on generating and supplying gas and
electricity in Italy, has very high leverage and weak performance
so far. Sorgenia's new strategic priorities that focus on
deleveraging and consolidation after years of investments may
help the company to somewhat improve its historically weak
performance, but we still see downside risk there. Particularly,
the company needs to refinance a large part of its bank debt that
expires in 2015."

"The positive outlook reflects that we may raise the long-term
rating on CIR to 'BB+' because we believe that the company now
has the financial flexibility to invest in improving the credit
quality of its asset portfolio."

"We would raise the rating if CIR refinances Sorgenia well before
the maturity of the bank lines. In addition, because we
anticipate CIR will use a portion of its currently available
funds for reinvestment, an upgrade would depend on the company
maintaining an LTV sustainably below 15%."

"Conversely, we may revise the outlook to stable if we see that a
large part of CIR's financial flexibility is used for a dividend
payment, with no benefits for its investment portfolio. A lack of
improvement in the operating performance of CIR's main operating
companies could also prompt an outlook revision and put pressure
on the ratings."



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


BANKPOZITIF: Moody's Changes Outlook on Ba1 Ratings to Negative
---------------------------------------------------------------
Moody's Investor Service has changed to negative from stable the
outlook on the Ba1 long-term global local and foreign-currency
issuer ratings of BankPozitif Kredi Ve Kalkinma Bankasi A.S.
Concurrently, the aforementioned ratings as well as the short-
term global local and foreign-currency ratings were affirmed. The
rating agency has also lowered BankPozitif's standalone bank
financial strength rating (BFSR) to D-, from D, which is now
equivalent to a baseline credit assessment (BCA) of ba3 (formerly
ba2). All ratings carry a negative outlook.

Ratings Rationale:

Rationale for the Outlook Change and Affirmation of the Issuer
Rating:

The change in outlook on BankPozitif's long-term issuer rating to
negative reflects the lowering of its BFSR and its negative
outlook. The affirmation of BankPozitif's issuer ratings reflects
moderate likelihood of support from majority its (69.8%)
shareholder Bank Hapoalim B.M. of Israel (long-term deposits A2
stable, BFSR C-/BCA baa2 stable) and incorporates two notches up
rating uplift from BankPozitif's BCA of ba3.

Rationale for Lowering of the BFSR:

The lowering of BankPozitif's BFSR reflects the bank's overall
weakening performance and financial metrics against an
environment of moderate economic growth and intense competition
in the bank's core business areas of corporate and investment
banking. The key drivers taken into account include (1) marginal
and evolving franchise combined with weak bottom-line
profitability and high earnings and asset quality volatility,
resulting in high operational and provisioning expenses; (2)
declining -- albeit still adequate -- capitalization on the back
of loan growth and lagging capital generation capacity; and (3)
adequate funding and liquidity profile that, however, is
increasingly reliant on short term funds and timely payments of
loans.

Even though Moody's expects some strengthening in profitability
on the back of improving performance of the Kazakhstan-based
subsidiary BankPozitiv Kazakhstan JSC (unrated), and stronger
domestic currency earnings (in a rising interest rate
environment) Moody's believes the bank's overall internal capital
generation will continue to lag behind system. According to half-
year 2013 financials, Bankpozitif's pre-provisioning and net
income to average risk weighted assets were at 2.9% and 1.5% vs.
system average of 3.8% and 2.3% respectively.

Although BankPozitif has a higher exposure to corporate loans,
which is typically the best performing segment in Turkey,
BankPozitif's asset quality is weak, with the non-performing
loans-to-gross loans ratio at 4.3% as of H1 2013 which compares
poorly with the estimated system average of 2.7%. In Moody's
opinion, BankPozitif's loan book is exposed to high tail risk due
to lower granularity of the loan book relative to its balance
sheet and capital and the evolving nature of its product rage
into certain retail segments.

BankPozitif's previously very strong capitalization has gradually
declined. Its Core Tier 1 ratio was 18.5% (Basel II) as at H1
2013, down from 20% in 2012 (Basel II) and 24.5% (Basel I) in
2010. While loss-absorption capacity is still commensurate with
Moody's central scenarios under a more adverse operating
environment, the lower overall capitalization leaves the bank
with less comfortable capital buffers against the backdrop of a
relatively concentrated loan book.

As a purely wholesale funding institution, Moody's considers
BankPozitif's funding and liquidity profile as acceptable with a
degree of reliance on back-stop facilities provided by the parent
in an adverse scenario. However increased reliance on short-term
funds despite the relatively short during of assets elevates the
bank's sensitivity to timely payment of loans at a time of
increasing market volatility and changing economic growth
forecast.

Rationale for the Negative Outlook On the BFSR:

The negative outlook reflects the challenges ahead for
BankPozitif to develop its franchise further on the basis of
sustained performance. In the post quantitative easing
environment, wholesale markets could prove to be more volatile,
thereby increasing rollover risk, particularly to small
institutions like BankPozitif. However, the rating agency views
favorably the availability of committed funding lines from the
majority shareholder (Bank Hapoalim) in combination with the
current level of capitalization.

What Could Move the Rating Up/Down:

Given the negative outlook, there is currently no upward pressure
on BankPozitif's ratings. Downward pressure would be exerted on
the deposit ratings in the event of (1) a weakening in
BankPozitif's intrinsic standalone financial strength; or (2) any
adverse changes in the parental support assumptions; or (3) a
weakening of Bank Hapoalim's creditworthiness.

Downward pressure could be exerted on BankPozitif's intrinsic
standalone financial strength as a result of any further
deterioration of financial indicators and Moody's assessment of
franchice evolution.



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


WINERGY: Riga Court Approves Insolvency Proceedings
---------------------------------------------------
The Baltic Course, citing LETA/Nozare.lv, reports that Riga
Latgale District Court has approved insolvency proceedings at
Winergy, a company that belongs to Estonia's Wind One.

The report says creditors' claims against Winergy will be
accepted for one month.  Una Zakrevska has been appointed the
company's insolvency administrator, the report relates.

Winergy said, on the other hand, that the court ruling was no
surprise and was to be expected, given officials' failure to act
and Norvik Banka's continual attempts to have the company
declared insolvent, according to The Baltic Course.

The report relates that Winergy said it has been doing everything
in its power to avoid being driven to insolvency as a result of a
campaign targeting the company, organized by Norvik Banka.

The Baltic Course notes that Winergy has turned to Latvia's
officials multiple times, asking their assistance in investment
protection and in order to avoid international litigation.
Unfortunately, officials' replies have been formal, or there were
no replies at all, the report says.

Winenergy notes that, regardless of the country's obligations
under international investment protection agreements, nothing has
been done in this case. Therefore, Winenergy's owner, Wind One
has no choice but to sue the state of Latvia for dozens of
millions of lats, the company, as cited by The Baltic Course,
said.

Winergy runs Latvia's largest wind park in Ventspils Region.



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


BEVERAGE PACKAGING: Moody's Rates US$650MM Unsecured Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Reynold's
proposed senior unsecured notes and affirmed the company's B3
Corporate Family, B3-PD Probability of Default, and all other
instrument ratings. The ratings outlook is stable. The proceeds
of the US$650 million senior unsecured notes due December 15,
2016 will be used to refinance the existing EUR480 million 8.000%
senior unsecured notes due December 15, 2016.

Moody's took the following actions:

Reynolds Group Holdings Limited

-- Affirmed B3 corporate family rating

-- Affirmed B3-PD probability of default rating

Beverage Packaging Holdings (Luxembourg) II S.A.

-- Affirmed EUR480 million 8.000% senior unsecured notes due
    12/15/2016, Caa2 (LGD 5, 79%) (to be withdrawn at the close
    of the transaction)

-- Affirmed senior subordinated notes, Caa2 (LGD6, 96%)

Beverage Packaging Holdings (Luxembourg) II S.A. and Beverage
Packaging Holdings II Issuer Inc. (USA)

-- Assigned $650 million senior unsecured notes due 12/15/2016,
    Caa2 (LGD 5, 79%)

Reynolds Group Holdings Inc.

-- Affirmed senior secured credit facilities, B1 (LGD2, 25%)

Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer (Luxembourg) S.A.

-- Affirmed senior secured notes, B1 (LGD2, 25%)

-- Affirmed senior unsecured notes, Caa2 (LGD5, 79%)

Pactiv Corporation

-- Affirmed senior unsecured notes, Caa2 (LGD6, 93%)

The rating outlook is stable.

All ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale:

The B3 corporate family rating reflects RGHL's weak credit
metrics, concentration of sales within certain segments and
acquisitiveness/financial aggressiveness. The rating also
reflects the competitive and fragmented market and the company's
mixed contract and cost pass-through position. RGHL has
comparatively limited transparency, a complex capital and
organizational structure and is owned by a single individual.

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage
of blue-chip customers. There are high switching costs for
customers in certain segments as well as a history of innovation.
Many of RGHL's businesses had a history of strong execution and
innovation prior to their acquisition and much of the existing
management teams were retained. Scale, as measured by revenue, is
significant for the industry and helps RGHL lower its raw
material costs. The company also has high exposure to food and
beverage packaging. RGHL currently has adequate liquidity with
approximately US$1.3 billion in cash on hand as of June 30, 2013.

The ratings could be downgraded if there is deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
undertakes any significant acquisition. Specifically, the ratings
could be downgraded if debt to EBITDA increases to above 7.0
times, EBIT to interest expense declined below 1.0 time, and free
cash flow to debt remained below 1.0%.

The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
RGHL would need to improve debt to EBITDA to below 6.3 times,
EBIT to interest expense to at least 1.4 times and free cash flow
to debt to above 3.5% while maintaining the EBIT margin in the
high single digits.


BEVERAGE PACKAGING: S&P Rates US$650MM Sr. Unsecured Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-
level rating and '6' recovery rating to New Zealand-based
packaging producer Reynolds Group Holdings Ltd.'s proposed US$650
million senior unsecured notes due December 2016. The notes will
be issued by Beverage Packaging Holdings (Luxembourg) II S.A. and
Beverage Packaging Holdings II Issuer Inc. The '6' recovery
rating indicates expectations for negligible (0% to 10%) recovery
in the event of a default.

Reynolds will use proceeds of the notes offering to repay the
existing 8% senior notes due 2016.

"Our 'B' corporate credit rating and other ratings on Reynolds
are unchanged. The outlook is stable. The company is also in the
process of amending and extending its revolving credit facilities
which form a part of its senior secured credit facilities."

"Standard & Poor's Ratings Services' ratings on Reynolds reflect
our assessment of the company's business risk profile as strong
and the financial risk profile as highly leveraged. Reynolds is a
market leading provider of food and beverage packaging owned by
Rank Group, a New Zealand-based investment firm controlled by a
single individual. The company is one of the world's leading and
most-diversified consumer and foodservice packaging providers,
with annual revenues of nearly US$14 billion, pro forma for the
September 2011 acquisition of Graham Packaging Holdings Co. for
US$4.5 billion.

"We expect credit measures to strengthen to the appropriate 6.5x
we consider consistent with the rating."

"For the latest corporate credit rating rationale, see Standard &
Poor's summary analysis on Reynolds Group Holdings Ltd. published
on May 13, 2013."

RATINGS LIST

Reynolds Group Holdings Ltd.
Corporate Credit Rating                            B/Stable/--

New Rating


Beverage Packaging Holdings (Luxembourg) II S.A.
Beverage Packaging Holdings II Issuer Inc.
US$650 Mil. Senior Unsec. Notes Due 2016             CCC+
   Recovery Rating                                  6


OXEA SARL: S&P Keeps 'B' Long-Term CCR on Creditwatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services has kept its 'B' long-term
corporate credit rating on Luxembourg-headquartered chemicals
intermediates and derivatives manufacturer Oxea S.a.r.l. on
CreditWatch with positive implications.

"We also kept on CreditWatch positive our 'B' issue ratings on
Oxea's senior secured EUR110 million revolving credit facility
(RCF) and first-lien term loans B-1 (EUR450 million) and B-2
(US$535 million). The recovery rating on these debt instruments
is unchanged at '3', indicating our expectation of meaningful
(50%-70%) recovery prospects in the event of a payment default."

"In addition, we kept on CreditWatch positive our 'B' issue
rating on Oxea's US$325 million (EUR248 million) second-lien term
loan. The recovery rating on the second-lien term loan is
unchanged at '6', indicating our expectation of negligible (0%-
10%) recovery prospects in the event of a payment default."

"We are keeping the ratings on CreditWatch positive following
further discussions with Oxea and Oman Oil Co. On Oct. 10, 2013,
Oxea announced that its private equity sponsor Advent
International had sold its 100% stake in Oxea to state-owned Oman
Oil Co. We understand that Oxea's management seeks to roll over
the group's existing debt facilities. We could raise the rating
on Oxea by one or more notches, depending on our view of the
degree of parental support from Oman Oil Co. We see no likelihood
that we would lower Oxea's rating as a result of the
transaction."

"Oman Oil Co. (not rated) is fully owned by the Sultanate of Oman
and overseen by the government's Ministry of Finance. It has a
mandate to invest into profitable businesses in Oman and
internationally, with the goals of decreasing the country's
dependence on oil, developing the domestic oil downstream
industry, and creating local employment. We understand that Oman
Oil Co.'s financial leverage is modest and believe that ties with
the government are strong."

"Currently, we anticipate some degree of support for Oxea from
Oman Oil Co. The company intends to make use of Oxea's technology
by building an oxo plant in Oman over the medium term, with
access to propylene feedstock from the Duqm refinery
development."

"We understand that the acquisition is subject to anti-trust
approval."

"The CreditWatch placement reflects our opinion that we are
likely to raise the rating on Oxea by one or more notches. The
degree to which we would raise the ratings depends on our view of
Oxea's strategic importance to Oman Oil Co. and our related
assessment of ongoing and extraordinary parental support. We see
no likelihood that we would lower the rating as a result of the
transaction. If the acquisition does not go ahead, we would be
likely to remove the rating from CreditWatch and affirm it."

"We currently anticipate that the acquisition could close by the
end of 2013. We therefore anticipate resolving the CreditWatch in
the next three months, after the transaction closes, and once we
are able to determine the degree of parental support from Oman
Oil Co. This will likely require further discussions with Oman
Oil Co. and Omani government representatives."



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


HERTZ HOLDING: Moody's Rates EUR245MM Senior Notes 'B2'
-------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the EUR425
million senior note offering of Hertz Holdings Netherlands BV.
The notes are guaranteed by The Hertz Corporation (Hertz) and
certain of Hertz's US and non-US subsidiaries. Proceeds will be
used to redeem all of the outstanding secured fleet notes of
Hertz BV.

In related rating actions, Moody's affirmed the following rating
of Hertz:

  Corporate Family Rating (CFR) - B1;
  Probability of Default Rating - B1-PD;
  secured term loans - Ba1;
  senior unsecured debts - B2;
  unsecured, covenant-stripped debt -- B3; and
  Speculative-Grade Liquidity rating -- SGL-3.

Moody's also withdrew the B1 rating that had been assigned to the
secured fleet notes of Hertz BV. The rating outlook is stable.

Ratings Rationale:

Hertz's B1 CFR reflects the healthy fundamentals in the North
American car rental market, the company's increasingly
competitive position in that sector, the improving outlook for
the equipment rental market, and margin enhancement initiatives
that should improve credit metrics. Hertz also benefits from
diversification across a number of rental markets, with healthy
positions in the following sectors: North American on-and off-
airport car rental; European and Asian car rental; and North
American equipment rental. These credit strengths are balanced
against the company's high leverage that is largely the result of
a significant amount of corporate debt -- approximately $6.5
billion. In addition, Hertz must contend with the ongoing need to
access the ABS market for significant amounts of capital to fund
its car rental fleet.

Since 2008 Hertz's profit margins and its returns on
assets/capital have increased fairly steadily. This reflects
progress the company has made in reducing costs, growing
ancillary revenues, and capitalizing on improving demand/pricing
conditions in certain rental markets. However, Hertz's leverage
remained fairly high through 2011 (at around 4.0x debt/EBITDA)
and has increased markedly with the Dollar Thrifty acquisition
(to 4.6x at June 2013).

Moody's does not anticipate that Hertz will undertake any
material repayments of debt; free cash generation will more
likely be devoted to reinvesting in existing businesses, funding
tuck in acquisitions, and making distributions to shareholders.
Consequently any improvement in leverage (debt/EBITDA) will
require the company to be successful in implementing its margin
expansion initiatives and thereby grow earnings and EBITDA.

Hertz recently announced that it had an approximately US$50 to
US$70 million exposure relating to the bankruptcy filing of
Simply Wheelz LLC (the owner of Hertz' divested Advantage
operations) and that its board had authorized a US$300 million
share repurchase program. Moody's does not anticipate that either
of these two events will result in any downward pressure on the
Hertz's B1 rating. The company's credit metrics and competitive
profile provide solid support for the current rating level, and
afford adequate cushion to accommodate both the exposure to the
Advantage-related bankruptcy as well as a measured pace of share
repurchases.

A key factor supporting the Hertz ratings is Moody's expectation
that Hertz will maintain a sound liquidity profile. This is a
critical consideration given the sizable ongoing refunding
requirements the company will face in supporting its rental
fleet. At September June 2013, Hertz's key liquidity sources
include US$549 million in unrestricted cash and US$750 million in
availability under a US$1.4 billion ABL facility that matures in
2016, approximately US$500 million in unrestricted cash, and the
proceeds from the sale of vehicles and equipment. The key use of
cash will include vehicle and equipment purchases. Funding these
purchases will require Hertz to renew various maturing asset-
backed-security (ABS) facilities on an ongoing basis. At
September 2013, the company had approximately US$6 billion in
debt maturing during the coming twelve months, the majority of
which is self-liquidating ABS obligations. Hertz has a highly
pro-active strategy of planning facility renewals well in advance
of maturity. This strategy, and the ABS market's receptiveness to
transactions supported by rental cars, should enable the company
to refund the maturing obligations in a timely manner.


PANTHER CDO IV: Fitch Affirms 'CC' Rating on Class C Notes
----------------------------------------------------------
Fitch Ratings has affirmed Panther CDO IV B.V.'s notes as
follows:

  EUR218.5m class A1 (ISIN XS0276065124) affirmed at 'BBBsf';
   Outlook revised to Stable from Negative
  EUR34.0m class A2 (ISIN XS0276066361) affirmed at 'Bsf';
   Outlook Negative
  EUR30m class B (ISIN XS0276068730) affirmed at 'CCCsf'
  EUR19.5m class C (ISIN XS0276070553) affirmed at 'CCsf'

Key Rating Drivers:

The affirmation and revised Outlook reflects the heavy trading
the transaction has seen over the last year. The overall credit
quality of the asset pool has improved, with the weighted average
rating improving to 'B+' from 'B-', investment grade assets have
risen to 36% from 29% and the 'CCC' and below bucket has reduced
to 14% from 21%.

This has been offset by the decrease in credit enhancement (CE).
CE for the class A1 notes has decreased by 1% to 33.9%, for the
class A2 notes by 1.5% to 23.6%, for the class B notes by 2.1% to
14.5% and for the class C notes by 2.5% to 8.6%.

The reduced CE is in part due to the subordinate notes (class B
through E) capitalizing interest but also due to the reduction in
the overall outstanding notional balance of the pool through
trading. The manager has taken the decision to sell assets when
the market price is above likely recovery proceeds. The
transaction has reduced its exposure to German commercial real
estate but increased its exposure to Italian ABS and corporates
(13% from 4%). The asset pool contains 28% assets from peripheral
Europe.

Of the 40 total purchases over the past year, 14 were made at
80%, which is the threshold below which an asset is classed as a
"discount obligation". The transaction's reinvestment period ends
in March 2014.

The class A1 notes have amortized to 81.5% of their original
balance by utilizing principal and excess spread trapped by the
transaction's failed OC tests.

Rating Sensitivities:

Fitch ran a Portfolio Credit Model analysis increasing the
probability of default on the assets by 15%, haircutting
recoveries by 10% and bringing the maturity of the assets to
their legal final maturity. Under this stress, the class A1 note
would maintain its rating, the class A2 note maintains its
rating, the class B note would be downgraded below 'CCC' and the
class C note would remain rated below 'CCC'.

Panther CDO IV B.V. is a managed cash arbitrage securitization of
a diverse pool of assets, including high-yield bonds, property B-
notes, private placements, investment grade ABS, non-investment
grade ABS, senior loans, second lien loans and mezzanine loans.
The portfolio notional is split between structured finance assets
(currently 45%), leveraged loans (29%) and corporate bonds (26%).
The collateral is managed by Prudential M&G Investment Management
Limited.



===========
P O L A N D
===========


POLAND: Number of Company Bankruptcies May Decline in 2014
----------------------------------------------------------
The Warsaw Voice reports that head of risk management at
receivables insurer Coface Marcin Siwa said Poland will likely
see a decline in the number of company bankruptcies in 2014, to
some 900 from 950 expected for 2013.

"I think it will be a decline by a few percent and the total
number of companies which will not survive the year will reach
some 900," The Warsaw Voice quotes Mr. Siwa as saying.

According to The Warsaw Voice, the official also said the number
of bankruptcies in 2013 will likely neighbor 950, up from 877 in
2012.

Coface data show that in the first three quarters of 2013, 698
firms declared bankruptcy, up from 642 a year earlier, The Warsaw
Voice notes.



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


CE HUNEDOARA: CNH Lodges Insolvency Request Over Unpaid Debt
------------------------------------------------------------
Florentina Dragu at Ziarul Financiar reports that Romanian
state-run coal mining company Compania Nationala a Huilei (CNH)
has lodged an insolvency request against CE Hunedoara energy
holding over an unpaid debt of RON70.7 million (EUR15.8 million).

CE Hunedoara is a Romanian state-owned electricity producer.


ROMANIA: Banks Lose RON5.2-Bil. Due to Insolvent Company Loans
--------------------------------------------------------------
Xinhua reports that Risk Assessment Company Coface
representatives told a news conference on Tuesday banks in
Romania have lost RON5.2 billion (US$1.56 billion) due to loans
made to companies declared insolvent in the first three quarters
in 2013.

"In the first nine months of 2013, as many as 18,321 companies
became insolvent and accrued liabilities uncovered by the book
value of assets are RON13 billion compared to RON8.5
billion (US$2.56 billion) in the same period last year,"
Xinhua quotes Constantin Coman, country manager of Coface
Romania, as saying.  "About 40 percent of the amount will be
losses in creditor banks' balance sheets, already causing the
increase in the non-performing loan ratio for companies by 4.5
percentage points."

According to Xinhua, losses incurred by the private sector and
the state will be at RON7.8 billion or 60% of the total.

Corporate insolvencies in the first nine months led to the loss
of 77,000 jobs, down 1.8% compared to the same period in 2012 but
53% more than in 2011, Xinhua discloses.

About 60% of job losses are concentrated in five Romania's banks
lose US$1.5 billion to insolvent companies sectors, namely
textiles, wearing apparel and footwear, construction, chemical
manufacturing, metallurgy and other personal service activities,
Xinhua notes.



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


GE MONEY: Moody's Cuts Long-Term Currency Deposit Ratings to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
long-term local- and foreign-currency deposit ratings of GE Money
Bank CJSC (Russia). Concurrently, Moody's placed the bank's
deposit ratings on review for further downgrade, with a potential
lowering of the baseline credit assessment (BCA) of b1. The
downgrade and review followed the announcement that its sole
shareholder GE Capital Corporation (GE Capital, A1 stable) has
agreed to sell its entire stake in GE Money Bank CJSC to Russia's
Sovcombank (deposits B2 negative/Not-Prime, BFSR E+ (stable) /BCA
b2). The transaction is subject to regulatory approvals, and
finalization of the sale is planned for Q1 2014.

Moody's assessment is primarily based on information received
from GE Money Bank CJSC and public announcements by Sovcombank.

Ratings Rationale:

The downgrade of GE Money Bank CJSC's deposit ratings reflects
Moody's view that the probability of support for the bank from
its current parent (GE Capital) has diminished. The rating agency
considers that GE Money Bank CJSC's sale to Sovcombank minimizes
its strategic fit within GE Capital, and could potentially lead
to reduced willingness to provide support. As a result, GE Money
Bank CJSC's current Ba3 rating incorporates a low probability of
support from GE Capital, resulting in a one-notch uplift above
the bank's BCA. Moody's will continue to incorporate a low
probability of parental support to GE Money Bank CJSC's ratings
because the rating agency expects GE Capital to maintain its
funding support towards GE Money Bank CJSC until the transaction
is concluded.

Rationale for Review for Further Downgrade:

The review for further downgrade on GE Money Bank CJSC's deposit
ratings takes into account Moody's expectations that (1) the
transactions will be finalized as planned; and (2) the support
element from GE Capital (one notch of support uplift) will be
eliminated upon the completion of the transaction. Given that
Sovcombank's b2 BCA is weaker than that of GE Money Bank CJSC,
Moody's does not expect to incorporate any support into GE Money
Bank CJSC from the new owner.

The potential lowering of the b1 BCA reflects negative pressure
on GE Money Bank CJSC's intrinsic strength caused by contingent
risks arising from its acquisition by Sovcombank, given the new
owner's weaker b2 BCA. In particular, Moody's notes that (1) GE
Money Bank CJSC's risk appetite could increase and converge to
that of Sovcombank; (2) GE Money Bank CJSC's capitalization could
deteriorate because Sovcombank is likely to operate GE Money Bank
CJSC at a lower capital buffer; and (3) the bank's good liquidity
profile might deteriorate, because GE Money Bank CJSC's liquidity
is dependent on significant committed credit lines from GE
Capital. In addition, Sovcombank will need to replace a material
amount of GE Capital funding at GE Money Bank CJSC.

What Could Move the Ratings Up/Down:

On conclusion of the review, GE Money Bank CJSC's long-term
ratings are likely to be downgraded and the BCA lowered when the
transaction is finalized.

Domiciled in Moscow, Russia, GE Money Bank CJSC reported -- as at
end-2012 -- total IFRS (audited) assets of US$958 million and
total equity of US$299 million. The bank's net profit amounted to
US$29 million for 2012.


VODOKANAL ST. PETERSBURG: S&P Affirms 'BB+/B' Corp Credit Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Russian regional water utility Vodokanal St. Petersburg (VKSPB)
to positive from stable.  At the same time, S&P affirmed its
'BB+/B' long- and short-term corporate credit ratings and its
'ruAA+' Russian national scale rating on VKSPB.

The outlook revision reflects S&P's view that it could raise its
long-term rating on VKSPB if it deems the company's credit
metrics as sustainable at least over the next 24 months.  S&P
will base its opinion on the outcome of the city government's
long-term strategic development plan for the company, which is
currently under review.  S&P believes that the city will approve
this development plan by mid-2014 and that the new strategies
will enhance the visibility of VKPSB's investment needs in the
coming years.  S&P assumes, however, that the city's budget will
cover, at least partly, these investment needs (as it has been in
the past), resulting in sustained modest debt leverage for VKSPB.

S&P thinks that VKSPB's stable cash flow generation capacity,
coupled with manageable level of debt and capital expenditures
(capex), should allow the company to post 2013 adjusted debt to
EBITDA below 2.0x and adjusted funds from operations (FFO) to
debt above 50%.  If achieved and deemed sustainable at these
levels over the medium term, both measures could support S&P's
assessment of an improved financial risk profile.

The ratings on VKSPB reflect S&P's opinion that there is a "very
high" likelihood that the company's 100% owner, the City of St.
Petersburg, would provide timely and sufficient extraordinary
support to VKSPB in the event of financial distress.  S&P assess
VKSPB's stand-alone credit profile (SACP) at 'b+'.

In accordance with S&P's criteria for rating government-related
entities (GREs), its current view of a "very high" likelihood of
extraordinary government support is based on its assessment of
VKSPB's:

   -- "Very important" role, given its strategic importance to
      the city as the sole provider of essential infrastructure
      services; and

   -- "Very strong" link with the city government, given St.
      Petersburg's 100% ownership of VKSPB, its expectation that
      the company will not be privatized in the medium term, the
      city's commitment to financing a portion of VKSPB's capex
      program, and the risk to the city government's reputation
      if VKSPB were to default.

A one-notch deterioration in the company's SACP would not
automatically cause a downgrade, provided that S&P continued to
see a "very high" likelihood of extraordinary support for VKSPB
from St. Petersburg.  S&P could raise the ratings if it took a
positive rating action on St. Petersburg, all things remaining
equal.

"We also base our ratings on VKSPB on our assessment of the
company's "fair" business risk and "aggressive" financial risk
profiles, as our criteria define these terms.  VKSPB's business
risk profile continues to reflect our view of the company's aged
asset base and resulting sizable medium-term investment needs, a
politicized and short-term tariff regulation regime, and
operating risk stemming from deteriorating water quality.  These
weaknesses are partly offset by VKSPB's monopoly position in its
franchise area, its relatively stable earnings and cash flows
derived primarily from regulated activities, a fairly diverse
customer base, and strategic importance to St. Petersburg, which
is evidenced by the strong ongoing financial support VKSPB
receives for its investments," S&P said.

In S&P's view, VKSPB's financial risk profile is constrained by
its aggressive liquidity management, pronounced exposure to
foreign currency risk, and the lack of clear and long-term
financial policies.  S&P believes this is mitigated by modest
financial leverage and a satisfactory debt maturity profile.

The positive outlook reflects S&P's view that it could raise the
ratings if it deems VKSPB's solid credit metrics to be
sustainable and the company increases covenant headroom and
enhances transparency and clarity around its long-term financial
policies. S&P expects that continued ongoing financial support
from the city will alleviate VKSPB's needs for external financing
and help keep the company's debt leverage moderate.

S&P could take a positive rating action if, under these
circumstances, it considers VKSPB's projected credit metrics as
commensurate with a stronger financial risk profile.  An upgrade
of the company would also likely require a clear and articulated
financial policy, adequate liquidity management, and greater
transparency that would allow these ratios to be sustained over
the next few years.

S&P could revise the outlook to stable if VKSPB increases its
reliance on debt funding beyond its current expectations or if it
do not observe improvements in the company's financial policies
and liquidity management.


YAROSLAVL REGION: Fitch Affirms 'BB' Long-Term Currency Ratings
---------------------------------------------------------------
Fitch Ratings has revised Yaroslavl Region's Outlook to Stable
from Positive and affirmed its Long-term foreign and local
currency ratings at 'BB', National Long-term Rating at 'AA-(rus)'
and Short-term foreign currency rating at 'B'.

Yaroslavl Region's outstanding senior unsecured domestic bonds
(ISIN RU000A0JREC7, RU000A0JSU45 and RU000A0JU0W8) of RUB9.95bn
have also been affirmed at 'BB' and 'AA-(rus)'.

Key Rating Drivers:

The Outlook revision reflects the following rating drivers and
their relative weights:

High

The region's operating performance deteriorated significantly in
2012 after a track record of double-digit operating margins
during 2007-2011. Operating balance declined to 4.4% of operating
revenue in 2012 and Fitch forecasts only marginal improvement to
6% in 2013. The deterioration was driven by increasing pressure
on operating expenditure as a result of national government
decisions to increase public sector salaries and a twofold
reduction of current transfers from the federal budget.

The pressure is likely to persist in the medium term, unless the
region receives additional support in the form of current
transfers from the federal government. Fitch expects the region's
operating margin to rebound to 8%-10% in 2015, driven by further
expansion of the tax base and steady inflow of transfers from the
federal budget.

Fitch expects the region to continue to post deficit before debt
variation in the medium term. The deficit should narrow to 6% of
total revenue in 2013 from 8% in 2012 on lower capex.

Medium

Fitch forecasts the region's direct risk will remain moderate in
the medium term, and will stabilize between 40%-45% of current
revenue in 2013-2015 (2012: 38.3%). The agency forecasts debt
coverage (direct risk to current balance) will gradually improve
in 2013 to 10 years after having peaked at 17 years in 2012.
However, this will still exceed the region's average maturity
profile leaving it exposed to refinancing risk.

The region's direct risk maturity profile is stretched until 2032
due to long-term loans from the federal government. However, the
region will need to repay 74% of direct risk (RUB14.1 billion) in
2014-2016, which comprises mostly one- or two-year bank loans and
maturing bonds. Fitch expects the region will refinance the
maturing liabilities with issued debt or longer-term bank loans.

Yaroslavl region's economy is well-developed with wealth metrics
that are in line with the national median. The economy mostly
relies on various sectors of the processing industry, which
provides a diversified tax base. The administration expects
economic growth to decelerate to 2.3% in 2013 from 5.6% yoy in
2012 due to declining demand for industrial goods in domestic and
international markets. The administration forecasts Yaroslavl's
economy will grow by a moderate 3.5% per year in 2014-2015.

The ratings also reflect the following rating drivers:

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.

Rating Sensitivities:

The ratings may be upgraded from a recovery of operating balance
to 12%-14% of operating revenue for two straight years and from
decrease of refinancing pressure with direct debt servicing at
around 100% of operating balance (2012: 164.5%).

Conversely, continuous weak operating balance at below 5% of
operating revenue leading to an inability to restore debt
coverage to below 10 years (2012: 17 years) would result in 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 Yaroslavl will continue to receive
     steady flow of transfers from the federation.

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

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

  -- Yaroslavl will continue to have access to the domestic
     financial markets sufficient for refinancing maturing debt.



=====================
S W I T Z E R L A N D
=====================


SCHMOLZ + BICKENBACH: Moody's Confirms 'B3' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has confirmed SCHMOLZ + BICKENBACH AG's
(S+B) corporate family rating at B3 and also confirmed the rating
assigned to the senior secured notes due 2019 issued by SCHMOLZ +
BICKENBACH Luxembourg S.A. (a wholly-owned subsidiary of S+B) at
B3. At the same time, Moody's upgraded S+B's probability of
default rate to B3-PD from Caa1-PD. The outlook on the ratings is
stable.

This concludes the review initiated by Moody's on 25 February
2013.

Ratings Rationale:

Moody's considers that the finalization of SCHMOLZ + BICKENBACH
AG's capital raise of CHF439 million as approved during its
General Meeting on September 26, 2013 with proceeds intended to
be used to repay debt as a positive credit event. This is a key
element in the decision to upgrade the probability of default at
B3-PD and to support the CFR at B3. Furthermore, Moody's also
believes that the end of the feud between the shareholders and
the nomination of new Board of Directors are positive for the
company.

The company's profitability and cash flow generation have
significantly improved in H1 2013 compared with H2 2012. Moody's
expects that SCHMOLZ + BICKENBACH 's profitability will continue
to improve in H2 2013 and 2014, as the result of the cumulative
benefits from the higher order backlog and cost reduction
initiatives. Moody's notes on that side the particular emphasis
that the company is putting on efficiency gains, rationalization
and business units restructuring that are expected to result in
greater focus on higher margin value added products. Moody's
anticipates that the improved performance will translate into
positive free cash flow (FCF) in 2014, though FCF is likely to be
negative in H2 2013 as Moody's expects that the company will
invest in working capital.

The overall cash and liquidity position of the company is
adequate, with SCHMOLZ + BICKENBACH's cash balance benefitting
from a portion of the capital increase proceeds which are left on
the balance sheet for corporate purposes. S+B can also rely on
its Revolving Credit Facility and ABS facilities in place to
support its operational needs. Going forward, the reduction in
debt outstanding will benefit S+B's cash generation with a lower
amount of annual interest charge.

SCHMOLZ + BICKENBACH's ratings could be upgraded if i) S+B's
Moody's adjusted EBITDA remains sustainably above EUR250 million
with margin growing towards the 10% mark, ii) the company
consistently generates positive free cash flow or iii) continues
to deleverage its capital structure reaching a Moody's adjusted
EBITDA of 4.5x.

A downgrade could be prompted if i) S+B's fails to improve its
profitability, ii) if the company's liquidity deteriorates due to
higher capex or working capital requirements, iii) if S+B fails
to comply with its new covenants or iv) Moody's adjusted leverage
reaches 6.0x.

SCHMOLZ + BICKENBACH is a leading global producer, processor and
distributor of specialty long steel operating in all three major
sub-segments of the specialty long steel market: tool steel,
stainless long steel and engineering steel. It operates nine
production facilities in Europe and North America, more than 10
processing plants in Europe and the US, and ca. 80 distribution
branches in more than 30 countries around the world. Over the 12
months ended June 30, 2013, SCHMOLZ + BICKENBACH had revenues of
EUR3.3 billion.



===========
T U R K E Y
===========


GLOBAL YATIRIM: Fitch Affirms CCC LT Curr. Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed Turkey-based Global Yatirim Holding
A.S.'s Long-term foreign and local currency Issuer Default
Ratings (IDR) at 'CCC' and the rating for Global's US$40 million
unsecured bond, maturing in 2017, at 'CCC-'/'RR5'. The agency has
simultaneously withdrawn all the ratings.

Fitch has withdrawn the ratings as Global has chosen to stop
participating in the rating process. Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for Global.



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


ALFA-BANK UKRAINE: S&P Affirms 'B-/C' Counterparty Credit Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised to
negative from stable its outlooks on two Ukraine-based banks,
Alfa-Bank Ukraine and PJSC KREDOBANK.  At the same time, S&P
affirmed the 'B-/C' long- and short-term counterparty credit
ratings and the 'uaBBB-' national scale ratings on the banks.

The outlook revision on the two banks follows S&P's rating action
on the sovereign, the ratings on which were lowered to 'B-' with
a negative outlook on Nov. 1, 2013.

Kredobank is a subsidiary of Poland-based PKO (A-/Negative/A-2)
and Alfa-Bank Ukraine is ultimately owned by Russian financial-
industrial group Alfa Group Consortium.  S&P believes this
foreign ownership provides benefits, notably in risk management
and sustainability of the commercial franchise.  S&P views the
two entities as subsidiaries with moderate strategic importance
for their respective parents.  As such, the 'B-' ratings on the
two banks benefit from one notch of support above their 'ccc+'
stand-alone credit profiles to reflect the likelihood of
extraordinary support in case of need.

Still, S&P believes these two banks are vulnerable to an
aggravation of the economic climate in Ukraine.  S&P considers
that the asset quality of both banks is already fragile and could
further worsen if Ukraine's economic weakness intensifies.  For
both banks, nonperforming loans exceeded 15% of total loans at
year-end 2012, and S&P's base case anticipates that the ratio
will slide toward 20% at year-end 2013 and in early 2014.  Both
banks have a history of weak earnings generation capacity and
have posted losses in the past, except for Alfa-Bank Ukraine in
2012. Both banks have limited buffers to absorb any rise in
credit losses.  Both also have weak capital positions, with the
risk-adjusted capital ratio at 2.1% in 2012 for Alfa-Bank Ukraine
and 3.4% for Kredobank at the same date.  S&P expects both
capital ratios to slightly exceed 3% in 2013 and 2014.  S&P
expects a US$100 million capital increase for Alfa-Bank Ukraine
by the end of 2014.  Still, capital buildup efforts could be
jeopardized by increasing economic and sovereign risks.  S&P
therefore believes that it remains appropriate to rate the two
banks no higher than the sovereign.

The negative outlooks on Kredobank and Alfa-Bank Ukraine
primarily reflect S&P's outlook on the sovereign.  S&P considers
that sovereign-related risks will continue to be the most
important risks for the banks' financial profiles.  Any lowering
of the sovereign rating on Ukraine would have a similar impact on
both banks' ratings.

To consider a revision of the outlooks back to stable, S&P would
need to see signs that pressure on the sovereign's external
financing needs was easing.


INTERPIPE LTD: Fitch Cuts Long-Term Issuer Default Rating to 'RD'
-----------------------------------------------------------------
Fitch Ratings has downgraded Ukraine-based Interpipe Limited's
Long-term Issuer Default Rating (IDR) to 'RD' (Restricted
Default) from 'C'. The senior secured rating of the company's
2017 eurobonds is affirmed at 'C'. The bond's Recovery Rating is
'RR4'.

The downgrade of the Long-term IDR to 'RD' reflects an uncured
payment default following Interpipe's failure to make a scheduled
principal debt repayment of US$106 million on November 1, 2013.
Interest payments continue to be made.

Interpipe has initiated discussions with its lending group
regarding a further restructuring of principal debt repayments.
Under the proposed timeline for these talks an agreement is
unlikely to be reached in the current year.

Key Rating Drivers:

Customs Union Quota
Interpipe's current liquidity constraints largely stem from the
operational impact of the non-renewal of the previous customs
union quota for Ukrainian pipe exports to Russia. Pipe sales to
the customs union have historically represented around 25%-30% of
Interpipe's overall pipe segment volumes. Fitch had previously
expected Interpipe to achieve EBITDAR in 2013 in the range of
US$340 million-US$360 million, but now expects US$260 million-
US$290 million.

US Anti-Dumping Case
The US Commerce Department is currently conducting an "anti-
dumping" investigation into the import of oil country tubular
goods (OCTG) pipes into the US market. Ukraine is one of nine
countries being targeted by the investigation. While Ukraine is
not among the countries from which the highest duties are being
sought, the potential imposition of duties from 2014 would
nevertheless represent an additional hurdle for the company in
maintaining its operating performance.

Restructuring Agreement
Existing restructuring agreements provide for a re-tranching of
Interpipe's bank debt. Its US$200 million eurobonds have been
extended to August 2017, after the final maturity of the bank
debt. All bank debt holders and bondholders benefit from a
general security package including guarantees/sureties from key
operating/trading subsidiaries, and pledges of shares, major
Property, Plant & Equipment (PPE) items, intra-group receivables,
and a portion of inventory and off-take agreements. Lenders under
the SACE credit facility benefit from various first-ranking
pledges including over the equipment and shares of Steel One,
which owns the Electric Arc Furnace (EAF). EAF noteholders have a
second-ranking pledge with other bank debt/bondholders having a
third-ranking pledge.

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

Rating Sensitivities:

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

   -- bankruptcy filings, administration, receivership,
      liquidation or other formal winding-up procedure, which
      could lead to a downgrade of Long-term IDR to 'D'
      (Default).

Positive rating action may follow the completion of any
restructuring process.


UKRAINE: Fitch Cuts LT Curr. Issuer Default Ratings to 'B-'
-----------------------------------------------------------
Fitch Ratings has downgraded Ukraine's Long-term foreign and
local currency Issuer Default Ratings (IDRs) to 'B-' from 'B'.
The Outlooks on the Long-term IDRs are Negative. It has also
downgraded the issue ratings on Ukraine's senior unsecured
foreign and local currency bonds to 'B-' from 'B'. The Country
Ceiling is downgraded to 'B-' from 'B' and the Short-term foreign
currency IDR is affirmed at 'B'.

Key Rating Drivers:

The downgrade reflects an increasingly fragile external financing
position, and constraints on the sovereign's ability to borrow in
foreign currency to refinance heavy external debt repayments
through 2014-2015. International reserves are likely to fall
further from already low levels, increasing risks of a loss of
confidence in the hryvnia.

The downgrade reflects the following key rating factors and their
relative weights:-

High

   -- Economic Policy Coherence and Credibility: Ukraine runs a
wide current account deficit (CAD) of 8% of GDP and a quasi-
pegged exchange rate. National Bank of Ukraine reserves have
fallen to US$20.6 billion in October 2013, or 2.5 months of
imports, from 3 months in January 2013. With net external capital
flows unlikely to be sufficient to finance the CAD, reserves will
fall further, increasing the risk of a loss of domestic
confidence and sharp exchange rate depreciation. The authorities
have increased surrender requirements for foreign exchange
proceeds since November 2012 and may extend controls to reduce
pressure on reserves.

   -- Financing Flexibility and Market Access: the Ukrainian
sovereign (as well as state-owned corporates and banks) is
effectively shut out of international markets by high risk
premia, jeopardizing the government's plan to issue US$4 billion
externally in 2014. The government is exploring alternative
funding sources. Despite the deteriorating external financing
outlook, there is little concrete sign of a renewed lending
agreement with the IMF. An IMF agreement would be contingent on
cutting the fiscal deficit, greater exchange rate flexibility and
reducing domestic gas price subsidies, a package of measures that
Fitch would consider credit-positive. An IMF agreement would help
Ukraine to refinance sovereign external debt maturities in 2014-
2015 and unlock other financing sources.

Medium

   -- Public Debt Sustainability: Signs of fiscal stress are
increasing. The government may resort to issuing promissory notes
to refund VAT paid by exporters. Real interest rates on
government debt are rising. The government is relying
increasingly on advance payments of corporate taxes. The fiscal
deficit (including the losses of state-owned energy company
Naftogaz) widened to 5.8% of GDP in 2012 and will likely exceed
6% in 2013. Fiscal tightening will prove difficult in 2014 ahead
of presidential elections in April 2015.

Ukraine's 'B-' IDRs also reflect the following key rating
drivers:-

   -- A weak business environment and poor governance indicators,
      even relative to the 'B' median, constrain the country's
      ability to fully exploit its economic potential.

   -- GDP and inflation volatility are high, reflecting
      overheating before the global financial crisis and a deep
      recession in 2008-2009, followed by a slowdown and
      recession in 2012 and 2013, respectively.

   -- The financial system remains fragile, burdened by non-
      performing loans (NPLs) of 30%, and represents a contingent
      liability to the sovereign, even after solvency support
      since 2008 worth 10% of GDP.

   -- As a result of a weak monetary policy regime and fragile
      confidence in the domestic currency, dollarization is high.
      However, high levels of dollarization afford the sovereign
      some limited domestic financing flexibility in foreign
      currency.

   -- Income per head is high (at purchasing power parity), and
      private sector estimates suggest that up to half of GDP is
      unrecorded. Human development indicators exceed both 'BB'
      and 'B' median levels.

Rating Sensitivities:

The main factors that individually, or collectively, could
trigger negative rating action:

   -- A more rapid-than-forecast fall in international reserves,
      whether triggered by a shortfall in external financing or
      by an upsurge in capital outflows

   -- A severe currency depreciation that increases risks to the
      financial system and private sector and public sector
      balance sheets

   -- The need for more state support to recapitalize the banking
      system, which is not Fitch's base case

   -- Intensification of fiscal stress jeopardizing the
      government's ability to service its debts

The main factors that individually, or collectively, could
trigger positive rating action:

   -- Successful refinancing of obligations due in 2014 and 2015
      leading to reduced pressure on reserves

   -- A return to sustainable growth and a moderation in fiscal
      and external imbalances

Key Assumptions:

   -- Fitch assumes zero real GDP growth in 2013 and 1.5% in
      2014. External demand could become more supportive in 2014.
      If Ukraine signs the Association Agreement with the EU in
      November 2013, this could improve confidence and trigger
      more investment.

   -- Fitch assumes the government will attempt to prevent
      further fiscal deterioration in 2014.

   -- Fitch's forecast assumes further depreciation in the
      hryvnia to UAH9/USD by end-2014. The financial system and
      the economy would be able to tolerate depreciation of up to
      10-15% without impacting the current ratings.


UKRAINIAN AGRARIAN: S&P Cuts Corporate Credit Ratings to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term foreign and local currency corporate credit ratings on
Ukraine-based farming group Ukrainian Agrarian Investments S.A.
(UAI) to 'B-' from 'B'.  The outlook is negative.

The downgrade follows S&P's downgrade of Ukraine and its downward
revision of the country's transfer and convertibility (T&C)
assessment to 'B-', taking into account that UAI's core assets--
its land-bank, silos, and machinery--are concentrated in Ukraine.
The revised T&C assessment constrains the foreign currency rating
on UAI because of the likelihood of increased restrictions on
repatriation (changing funds held abroad into the local currency)
and, more generally, negative sovereign interaction.

The ratings continue to reflect S&P's assessment of UAI's "weak"
business risk profile and "highly leveraged" financial risk
profile, as S&P's criteria define these terms.

The negative outlook on UAI takes into account S&P's negative
outlook on Ukraine and reflects the possibility of a further
downgrade in the next 12 months.  This could happen if there were
tighter currency controls, more restrictions on transfer of
funds, rising political or fiscal pressures, or if UAI's
liquidity deteriorated because local banks came under pressure,
thereby calling into question the group's ability to roll over
its short-term debt.

However, if S&P lowered its ratings on Ukraine further and
revised the T&C assessment further downward, this would not
automatically result in a downgrade of UAI if the company were
able to show resilience to country-specific factors, including
the risk of stricter currency restrictions.  S&P notes that UAI
benefits from recurrent inflows of foreign currency from exports.
This, combined with off-shore cash accounts, mitigates local T&C
issues.

S&P would revise the outlook to stable if the situation in
Ukraine stabilized and it saw lower risk related to currency
controls and repatriation requirements.  Any rating upside is
closely linked to positive rating actions on the sovereign.



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


BARRATTS SHOES: Goes Into Administration for Third Time
-------------------------------------------------------
Graham Ruddick at The Telegraph reports that more than 3,000
retail jobs are on the line after Barratts Shoes, the shoe
retailer, and Blockbuster, the DVD rental chain, called in
administrators.

According to The Telegraph, both businesses have been battling
for survival since the collapse of Lehman Brothers in 2008
months.  It is the third time since the onset of the financial
crisis that Barratts has entered insolvency proceedings, while
Blockbuster initially collapsed in January, The Telegraph notes.

Barratts Shoes has appointed Duff & Phelps as administrators amid
a drop in sales and the failure to secure a rescue cash
injection, The Telegraph discloses.

Barratts Shoes, run by Michael Ziff, has 75 stores and 23
concessions across the UK and Ireland.  It employs 1,035 staff,
half of who are part-time.

"Difficult trading conditions in the sector led the directors to
explore potential refinancing options and additional equity for
the business," The Telegraph quotes Philip Duffy, partner at Duff
& Phelps, as saying.  "The company had recently received an offer
from an investor to inject GBP5 million into the company but that
offer was withdrawn on the evening of the November 7.

"In view of the financial position of the company and withdrawal
of that equity offer the directors were left with no choice but
to appoint administrators."

Meanwhile, Moorfields Corporate Recovery has been confirmed as
the administrator to DVD rental retailer Blockbuster, The
Telegraph relays.

Blockbuster has 264 stores and roughly 2,000 employees.  Its
private equity owners Gordon Brothers Europe, who only bought the
business out of administration in March, warned last month that
the company was heading for administration, The Telegraph
recounts.

According to The Telegraph, Simon Thomas, joint administrator,
said that a collection of parties are "interested in parts of the
business".

Supermarket groups including Morrisons are thought to be
examining Blockbuster's sites with a view to converting them into
convenience stores, The Telegraph says.


CO-OPERATIVE BANK: Moody's Affirms 'Caa1' Sr. Unsec. Debt Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the Co-operative Bank
plc's Caa1 senior unsecured debt and deposit ratings, and changed
the outlook on the rating to negative from developing. The bank's
standalone bank financial strength rating (BFSR) was also
affirmed at E, which is equivalent to a baseline credit
assessment (BCA) of ca.

The standalone ratings at the E/ca level reflect Moody's view
that the liability-management exercise (LME) outlined by the bank
on November 4 constitutes a default under Moody's definition,
given that the new set of securities offered in exchange to
shareholders amount to a diminished financial obligation compared
to the original. The affirmation considers the increasing
likelihood that the LME will be accepted by the required minimum
of bondholders of each affected bond class. Moody's notes that
some uncertainty will remain until the vote of bondholders is
finalized and the results are published on December 12. Absent a
successful outcome of the LME, it is likely that the bank will
face resolution and, in which case, it is highly probable that
investors in securities that would otherwise have been subject to
the LME exercise will face greater losses than envisaged in the
exchange offer. The rating agency will reassess all ratings again
once the result of the voting on the LME by investors is
disclosed.

The standalone ratings at E/ca also reflect the significant
challenges that the bank faces in restoring its franchise --
winding-down its significant non-core portfolio and increasing
the very low efficiency and profitability of its core operations
via a multi-year cost reduction and restructuring plan. The plan
outlines a restructuring to last four to five years, which
envisages that the Bank will cure its breach of the regulatory
Individual Capital Guidance (ICG) by the end of the plan period,
giving it little flexibility for any further unexpected losses.
While the plan has been discussed and agreed with the Prudential
Regulation Authority (PRA), the PRA does retain discretion to
revisit the Bank's non-compliance with its ICG.

The outlook change to negative from developing on senior
unsecured debt and deposit ratings balances the positive impact
of the likely capital injection via the LME (the likely receipt
of which Moody's had reflected in the bank's ratings in its
previous rating action) against the heightened execution risk
posed to senior unsecured bondholders by the multi-year cost
reduction and restructuring plan. Moody's considers that
execution risks have either increased (e.g. conduct risks) or
become more visible (e.g. asset impairments, IT costs, minimal
regulatory capital headroom) since the last rating action.

The negative outlook also reflects Moody's view that the
likelihood is diminishing that the UK authorities will be
prepared to provide further systemic support may be less likely
in the future, should the proposed investments in and
restructuring of the business model prove insufficient to return
the Co-operative Bank to sustainable profitability.

Concurrently, Moody's affirmed the Co-operative Bank's
subordinated debt and 5.5555% perpetual junior subordinated bonds
at Ca and Ca (hyb) respectively, and changed the outlook to
stable from negative. Bondholders of the subordinated bonds have
been offered a combination of ordinary shares and new Tier 2
notes issued by the bank in exchange for their current holding.
In addition, they will have the chance to to subscribe for an
additional 25% of the Bank's equity for GBP125 million. Investors
in the bank's 5.5555% perpetual junior subordinated bonds would
receive exclusively new Tier 2 notes issued by the bank if the
LME is successful. Should the LME be accepted by the required
amount of bondholders and all the bonds exchanged, then Moody's
expects to withdraw these ratings.

The rating of the 13% perpetual junior subordinated bonds has
been affirmed at Ca (hyb), and the outlook changed to positive
from negative since these bondholders have been offered
subordinated notes issued by the Co-operative Group (not rated),
which has a more diversified business structure than the bank.
Moody's also expects to withdraw the ratings of these bonds upon
successful LME, as it does not rate the Co-operative Group.

Ratings Rationale:

Affirmation of Standalone and Long-Term Debt and Deposit Ratings:

The affirmation of the standalone ratings reflects Moody's view
that the proposed exchange offer under the LME constitutes a
default under Moody's definition because it requires creditors to
accept a new set of securities that amounts to a diminished
financial obligation compared to the original obligation, with
the effect of allowing the issuer to avoid becoming insolvent.
Moody's will reassess the BCA of the bank following the
announcement on December 12. If, as Moody's expects, the LME
proceeds as intended, the current ratings and outlooks would
likely be reaffirmed. While not a likely outcome, failure to
proceed with the LME would likely entail resolution which would
be negative for all bondholders.

As in the previous rating action, the three notch gap between
standalone and debt rating primarily reflects the benefit senior
unsecured creditors are likely to receive from the additional
capital the LME will generate, supplemented with some moderate
expectation of systemic support from the UK authorities. Moody's
decision to limit the uplift to three notches reflects the rating
agency's concerns over the damage the bank's franchise has
suffered, its impaired profitability and the consequent
uncertainties to bondholders.

Change in Outlook to Negative on Long-Term Debt and Deposit
Ratings:

The negative outlook reflects the combination of (1) the
challenges the bank faces in re-establishing its franchise and
viability, which Moody's believes have either increased or become
more visible since the last rating action; and (2) the likelihood
that the UK authorities' willingness to provide systemic support
to senior unsecured bondholders in the bank will diminish over
time.

In Moody's view, the bank faces significant execution risk in
achieving the cost savings and business restructuring planned
over the coming years. The bank faces significant challenges to
become a viable, profitable institution. The reduction of its
non-core portfolio will likely take a long time given unfavorable
market pricing, high levels of impairments and differences
between the bank's assets' carrying value and their fair value,
especially related to Optimum, a book of predominantly interest-
only intermediary and acquired mortgage book assets (as at 30
June 2013, GBP7.3 billion). Moreover, there is also uncertainty
regarding the point at which the bank will be able to generate
sufficient earnings to rebuild its capital buffers, since it is
expected to report losses for a number of years, and will require
between GBP400-GBP500 million investment in IT infrastructure to
comply with regulatory requirements and deliver its new strategy.

In consequence, the bank will remain vulnerable to further
shocks, and potentially reliant on regulatory forbearance, for a
sustained period of time. Even now, the breach of the Individual
Capital Guidance level -- whose cure is envisaged in the Co-
operative Bank's 4-5 year business plan -- indicates that the
bank has very limited room to absorb unexpected losses, including
conduct-remediation costs and additional impairments caused by
adverse economic and market conditions. Moody's believes that the
bank's ability to generate meaningful additional capital in such
instances will rely heavily on both the Co-operative Group and on
the new shareholders, both of whom need to be able and willing to
inject new capital against an uncertain, challenging earnings
perspective for the bank.

The negative outlook also reflects Moody's view that the
likelihood of the UK authorities being willing to provide
systemic support to the bank may decrease over time should
further problems arise in the execution of the LME or of the
restructuring plan. The negative outlook is consistent with that
applied to the debt ratings of other major UK banks, and reflects
the UK authorities' increasingly uncompromising stance on
systemic support.

Change in Outlook to Stable on Subordinated Debt Ratings:

The outlook change to stable reflects Moody's view that
bondholders will likely accept the initial proposal given that
they would potentially face higher losses if the bank is subject
to a resolution, which may be the most likely alternative in case
the LME fails.

Moody's notes that the Co-operative Group announced an agreement
on 21 October with 48% of holders of LT2 securities and received
support from representatives of retail investors in the perpetual
subordinated bonds and preference shares. Although it will remain
difficult to provide an accurate estimate of the bank's future
share price, Moody's believes that the initial recovery for
investors of lower Tier 2 bonds and 5.5555% perpetual junior
subordinated bonds is in line with the Ca rating, which is
reflected in the stable outlook.

Change in Outlook to Positive on 13% Perpetual Junior
Subordinated Bonds:

The outlook change on the rating of the 13% perpetual junior
subordinated bonds reflects Moody's expectations of a better
recovery rate for the bonds issued by the Co-operative group
given its diversified business structure.

What Could Change the Rating -- Up:

Upward pressure on the long-term debt and deposit ratings of the
Co-operative Bank could develop in the medium term as we see
evidence of the successful execution of (1) the LME; and (2) the
full recapitalization plan in 2014; together with (3) significant
progress being made in the bank's restructuring, deleveraging and
cost-saving initiatives.

What Could Change the Rating -- Down:

Negative pressure on the senior unsecured debt and deposit
ratings would stem from either (1) the bank's inability to fully
execute the proposed recapitalization or insufficient progress on
the cost saving and restructuring plans; or (2) a significant
deterioration of its liquidity and (3) higher than expected
impairments or conduct related costs.


FOLLETT STOCK: SRA Closes Firm as Liquidators Step In
-----------------------------------------------------
GRichardson at Express & Echo reports that Follett Stock LLP has
been closed by the Solicitors Regulation Authority with immediate
effect.

It comes as the law firm faces a winding-up petition brought by
HM Revenue & Customs and follows the recent closure of its Exeter
office, the report notes.

According to the report, the SRA said it has intervened into the
practices of Martin Pearse and Christopher Lingard at Follett
Stock LLP and FSHL Limited on these grounds:

  -- the committee was satisfied that a relevant insolvency
     Event has occurred in relation to Follett Stock LLP and
     FSHL Limited; and

  -- an intervention was necessary in order to protect the
     interests of clients (or former or potential clients),
     or the interests of the beneficiaries of any trust of
     which Mr Pearse, Mr Lingard, Follett Stock LLP and FSHL
     Limited are or were a trustee.

Express & Echo relates that the intervention means the SRA will
stop the firm from operating, take possession of all documents
and papers held by the firm (including clients' papers), and take
possession of all money held by the firm (including clients'
money).

"In cases like these where the firm has become insolvent, we only
intervene once all other options have been exhausted. We have had
to intervene on this occasion as there was a clear risk to
clients' interests caused by the firm's financial difficulties,"
the report quotes Helen Herniman, the SRA's director of client
protection, as saying.

"The legal services market is facing a tough economic environment
and other firms may find they are in a similar position. We'd
urge all those who may be struggling financially to get in touch
as soon as possible with either ourselves at the SRA, or other
organisations that can offer advice such as their local law
society."

The SRA is not responsible towards employees or trade creditors
of the firm, the report adds.

David Standish and John Milsom of KPMG were appointed compulsory
liquidators over Follett Stock LLP and Follett Stock Holdings
Limited on November 4.

Follett Stock LLP is a Dorset-based law firm. The firm has
offices in Exeter, Truro, Bristol and London.


LEHMAN BROTHERS EUROPE: To Pay 3rd Dividend by Dec. 31
------------------------------------------------------
A third interim dividend will be distributed to unsecured
creditors of Lehman Brothers International (Europe), which is the
subject of Administration proceedings pursuant to the Insolvency
Act of 1986, no later than Dec. 31, 2013.

Creditors had until Oct. 31, 2013, to file proofs of debt via
Client Information Portal -- https://dm.pwc.com/lbie_cip or email
logon@lbia-eu.com

A creditor who failed to file a proof of debt may be excluded
from the dividend.

The joint administrators for LB International (Europe) are:

     Tony Victor Lomas
     PricewaterhouseCoopers LLP
     Plumtree Court
     London, EC4A 4HT, ENGLAND
     Tel: (+44) 20 7583 5000
     E-mail: tony.lomas@uk.pwc.com

          - and -

     Paul David Copley
     PricewaterhouseCoopers LLP
     7 Moore London Riverside
     London, SE1 2RT ENGLAND
     Tel: (+44) 20 758 5000
     E-mail: paul.copley@uk.pwc.com

          - and -

     Steven Anthony Pearson
     PRICEWATERHOUSECOOPERS LLP
     Tel: +44 (0)20 7804 8608

          - and -

     Russel Downs
     PRICEWATERHOUSECOOPERS LLP
     Tel: +44 (0)20 7212 5992

          - and -

     Julian Guy Parr
     PRICEWATERHOUSECOOPERS LLP
     Tel: +44 (0)20 7212 6742


POLLY PECK: Scheme Creditors to Recoup 0.2582 Pence in the Pound
----------------------------------------------------------------
In the so-called "Scheme of Arrangement" proceedings of Polly
Peck International Plc (in Administration), the Scheme
Supervisors intend to pay a dividend to creditors of 0.2582
pence in the pound on agreed Scheme Claims.

The Club Bank's waiver of dividend wil apply only to the part of
the dividend.  Accordingly, the Scheme Supervisors intend to pay
a dividend of 0.1952 pence in the Pound to Club Banks on their
agreed Scheme Claims.

The dividend wil be paid not less than 14 and not more than 56
days after the declaration date (Oct. 10, 2013).

A.J. Kett is the Joint Scheme Supervisor.  He may be reached at:

     Anthony J. Kent
     PricewaterhouseCoopers LLP
     Plumtree Court
     London, EC4A 4HT, ENGLAND
     Tel: +44 (0)20 7212 6260
     E-mail: tony.j.kett@uk.pwc.com


RAC FINANCE: S&P Affirms 'B+' Long-Term Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long-term
corporate credit rating on RAC Finance (Holdings) Ltd. (RAC) at
'B+'. The outlook is stable.

"At the same time, we affirmed our 'B+' issue rating on the
existing senior secured debt facilities issued by the RAC. The
recovery rating on the senior secured facilities is unchanged at
'4', indicating our expectation of average (30%-50%) recovery in
an event of payment default."

"In addition, we assigned our 'B+' issue rating on the new GBP86
million term loan D to be issued by the RAC. The recovery rating
on the term loan D is '4', indicating our expectation of average
(30%-50%) recovery in an event of payment default."

"The affirmations follow the RAC's proposal to add a new GBP86
million term loan D facility to its capital structure. We
understand that the RAC will use the proceeds of this new
facility, plus GBP81 million of cash on the balance sheet, to
repay GBP163 million of existing shareholder loans and GBP4
million of associated transaction fees. The existing term loan
facilities B and C will remain in place."

"The affirmations reflect our view that the RAC is effectively
swapping a portion of its existing shareholder loans for bank
debt. As we already considered the existing shareholder loans as
debt under our criteria, the group's financial risk profile
remains in the "highly leveraged" category, despite the change in
its capital structure. The remaining shareholder loans will
continue to accrue payment-in-kind (PIK) interest at a rate of
12% per year."

"We continue to assess the group's business risk profile as
"fair," reflecting its low-risk, membership-based, operating
model; national scale; and strong U.K. brand recognition. The
group has relatively limited exposure to macroeconomic cycles and
benefits from significant barriers to entry. The "fair" business
risk profile also reflects the RAC's limited geographic
diversification, with virtually all revenues generated within the
U.K."

"In our view, the RAC's credit metrics will remain at levels we
consider commensurate with a "highly leveraged" financial risk
profile. We also assume that the RAC's adjusted EBITDA margin
will remain stable at about 28%-30%."

"A downgrade could occur if the RAC's financial policies become
more aggressive than we anticipate, including debt-financed
acquisitions or an increase in shareholder distributions that
weaken credit metrics. Additionally, a severe decline in margins,
poorer cash flows, or a tightening of headroom under financial
covenants could put pressure on the ratings."

"We are currently unlikely to raise the ratings because of the
RAC's private equity ownership and aggressive financial policies,
such as high leverage and potential shareholder returns. However,
sustained deleveraging, improvements in EBITDA and cash flow
generation, and stronger credit metrics than we currently
anticipate could cause us to raise the ratings. Specifically, if
the group sustains an adjusted debt-to-EBITDA ratio of less than
5x and an adjusted funds from operations (FFO)-to-debt ratio of
more than 12% (including shareholder loans), we could consider
taking a positive rating action."


VICTORIA FUNDING: S&P Lowers Rating on Class E Notes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' from 'CC
(sf)' and then withdrew, effective in 30 days' time, its credit
rating on Victoria Funding (EMC-III) PLC's class E notes.  At the
same time, S&P has withdrawn its 'BBB+ (sf)' rating on the class
D notes.

The rating action on the class E notes reflects principal losses
in the transaction.  The class E notes experienced principal
losses of GBP1,000,426, according to the October 2013 cash
manager's report.  The class D notes were repaid in full.

On Oct. 22, 2013, the issuer released a statement confirming that
the sale proceeds, from the sale of the property securing the
last remaining loan, were to be distributed in accordance with
the pre-enforcement revenue priority of payments and the pre-
enforcement principal priority of payments.  This resulted in an
interest shortfall for the class D and E notes on the October
2013 interest payment date (IPD), due to insufficient revenue
funds being available after senior expenses were paid.  Under
S&P's criteria for rating debt issues based on imputed promises,
it considers the interest shortfall on the class D notes to be
"de minimis" (minimal) and S&P determined that it would not take
rating action as a result of this interest shortfall.

In accordance with the pre-enforcement revenue priority of
payments, the cash manager distributed the proceeds from the sale
of the property securing the last remaining loan to the
noteholders on the October 2013 IPD.  The sale proceeds (after
senior expenses were paid) were sufficient to fully repay the
class D notes, but were insufficient to fully repay the class E
notes.

                            RATING ACTIONS

S&P's ratings on Victoria Funding (EMC III)'s notes address the
timely payment of interest quarterly in arrears, and the payment
of principal no later than the April 2014 legal final maturity
date.

Following the principal losses experienced by the class E notes,
S&P has lowered to 'D (sf)' from 'CC (sf)' its rating on these
notes in accordance with its criteria.  The ratings will remain
at 'D (sf)' for a period of 30 days before the withdrawal becomes
effective.

The class D notes were fully repaid and S&P has therefore
withdrawn its rating on this class of notes for redemption
purposes.

Victoria Funding (EMC-III) is a 2005-vintage commercial mortgage-
backed securities (CMBS) transaction originally comprising seven
commercial real estate loans secured on 18 U.K. properties.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class              Rating
            To                From

Victoria Funding (EMC-III) PLC
GBP263 Million Commercial Mortgage-Backed Floating-Rate Notes

Rating Lowered And Withdrawn[1]

E           D (sf)            CC (sf)
            NR                D (sf)

Rating Withdrawn

D           NR                BBB+ (sf)

[1]This withdrawal becomes effective in 30 days' time.
NR--Not rated.


WANDLE HOLDINGS: NAMA Appoints Administrative Receiver
------------------------------------------------------
Mark Hennessy at The Irish Times reports that the National Asset
Management Agency has put Wandle Holdings into receivership.

The administrative receiver to the company, Belfast-based John
Hansen, was appointed on Oct. 17, though he will have to spend
the next month or so investigating the company's affairs, The
Irish Times relays.

Wandle's directors are Francis Gormley, Anthony Coughlan, Evelyn
Hider and Brian Madden and also Greg Coughlan, who fled Ireland
three years ago after the High Court ordered him to produce a
statement of assets, The Irish Times discloses.

NAMA confirmed that it has appointed a receiver to Wandle but it
refused to give any further information about the company, the
timing of its actions, or its debts, The Irish Times relates.

Wandle Holdings is a London-based property company.



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


EUROPE: S&P Cuts Ratings on 28 Hybrid Capital Instruments to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue
ratings to 'D' from 'C' on 28 hybrid capital instruments issued
directly or through dedicated vehicles by the following European
financial services groups:

   -- Alpha Bank A.E.,

   -- Banca Popolare di Milano SCRL,

   -- Banco Comercial Portugues S.A.,

   -- Banque Internationale Luxembourg,

   -- Belfius Bank SA/NV,

   -- Caixa Geral de Depositos S.A.,

   -- Dexia S.A. (not rated),

   -- Eurobank Ergasias S.A.,

   -- Depfa Bank PLC and Deutsche Pfandbriefbank AG (two
      subsidiaries of the Hypo Real Estate group, not rated),

   -- National Bank of Greece S.A.,

   -- Northern Rock (Asset Management) PLC,

   -- Piraeus Bank S.A.,and

   -- SNS REAAL N.V.

S&P also raised to 'CCC' from 'C' its rating on the HT1 Funding
GmbH Tier 1 hybrid capital instrument issued by Commerzbank.

These actions follow S&P's review of the ratings on these hybrid
securities after the Oct. 24, 2013, publication of its new
criteria methodology: "Use Of 'C' And 'D' Issue Credit Ratings
For Hybrid Capital And Payment-In-Kind Instruments" and the
related criteria "Principles For Rating Debt Issues Based On
Imputed Promises."In line with the criteria in these articles,
the issuer credit ratings (ICRs) on the above-mentioned financial
services groups are not affected by the rating actions on these
hybrid securities.  S&P would not lower the ICR if the payment
default is in accordance with the instruments' terms and
conditions, or if the instrument forms part of regulatory capital
for a prudentially regulated issuer.  All the hybrid instruments
that S&P reviewed satisfy one or both of these conditions.

The 'D' rating reflects the fact that the related instruments
have missed a coupon payment or several successive coupons in the
past months or quarters, and that S&P sees such suspensions as a
breach of the promise it imputes to rate the instrument.  Under
S&P's criteria, even if the terms of cumulative and noncumulative
instruments allow for nonpayment of interest, the occurrence of a
coupon suspension is a breach of the terms of the promise that
S&P imputes to rate the instrument, which is to pay cash on the
originally scheduled due date.  For securities that allow for
cumulative coupon deferrals, S&P imputes a ratable promise of
repayment of the deferred amount within one year of the deferral
date.

S&P's 'D' rating on the noncumulative instruments issued directly
or indirectly by Alpha Bank, Banca Popolare di Milano, Banco
Comercial Portugues, Banque Internationale Luxembourg, Caixa
Geral de Depositos, Dexia SA, Eurobank Ergasias, Depfa Bank,
Deutsche Pfandbriefbank, National Bank of Greece, Northern Rock
(Asset Management), and Piraeus Bank reflects its current
expectation that all these instruments will also miss their next
coupon payment.

The 'D' rating on the cumulative hybrids issued directly or
indirectly by Belfius, SNS REAAL, and Caixa Geral de Depositos
groups reflects the fact that the dividend suspension has lasted
more than a year for Belfius Bank and S&P's expectation that it
will last more than a year for Caixa Geral de Depositos and SNS
REAAL.  In both cases, S&P expects the coupons to remain in
deferral at the next coupon payment date.

Several of the above-mentioned groups have benefited from their
government aid over the past few years.  In general the groups
suspended coupons on the instruments because they fall within the
scope of temporary restrictions on discretionary coupon payments,
as part of the agreement for state aid with the European
Commission.

S&P's upgrade of the Commerzbank instrument to 'CCC' reflects two
particular aspects.  First, although the issuer has been unable
to pay the coupon on this security since June 2009, S&P
understands that the coupon has been paid on time and in full by
a third party.  As such, and under S&P's new criteria, it
considers that the imputed promise on this instrument has not
been breached so far.  Second, even though the instrument has not
missed a coupon payment so far, it is highly uncertain whether it
will pay the next coupon.  S&P believes that Commerzbank is
likely to default on that coupon payment, absent an unforeseen
positive development, because S&P considers that the bank does
not yet have the financial capacity to resume the payment on its
own.  At the same time, it is highly uncertain whether the third
party (Allianz SE) will continue to honor future coupon payments.

S&P will continue to conduct ratings surveillance on these
securities.  S&P could raise the ratings on some of the 'D' rated
securities in the coming quarters, if it believes that the issuer
is likely to resume payments in the future.

RATINGS LIST

Note: After S&P published "Hybrid Capital Instruments Rated 'C'
By Standard & Poor's Under Criteria Observation Following Changes
To Methodology" on Oct. 25, 2013, Alpha Bank, Northern Rock
(Asset Management), Piraeus Bank, and Eurobank--informed us of
changed amounts or partial or full redemption of several
instruments listed in our article.  S&P also changed the name of
an issuer because the instrument of Deutsche Pfandbriefbank AG is
issued through a vehicle, Hypo Real Estate International Trust I.

DOWNGRADED

Issuer (Parent)
                                    To               From
                                    D                C

Alpha Group Jersey Ltd.* (Alpha Bank A.E.)
EUR600 mil var rate pref shares CMS linked callable perp
(current amt EUR36.13mil) ser B
ISIN: DE000A0DX3M2

Banca Popolare di Milano SCRL
EUR300 mil 9.00% Perpetual Subordinated Fixed/Floating Rate
hybrid
ISIN: XS0372300227

Banque Internationale a Luxembourg
EUR225 mil var rate perp cap hybrid
ISIN: XS0132253468

BCP Finance Co.* (Banco Comercial Portugues S.A.)
EUR500 mil FXD/FRN non-cum non-voting gtd perp callable pref
shares ser C
ISIN: XS0194093844
EUR500 mil var rate perp fxd/fltg rate callable pref shares ser D
ISIN: XS0231958520

BPM Capital I LLC* (Banca Popolare di Milano SCRL)
EUR160 mil 8.393% non-cum co. pfd secs (tranche 2)
CINS: 9I0019AI0

BPM Capital Trust I* (Banca Popolare di Milano SCRL)
EUR160 mil 8.393% non cum trust pfd secs (tranche 1)
ISIN: XS0131749623

Belfius Bank SA/NV
EUR228.674 mil var rate undtd sub (out. amt. EUR 65.904 mil.)
hybrid
ISIN: BE0116241358

Caixa Geral de Depositos Finance* (Caixa Geral de Depositos S.A.)
EUR110 mil fltg rate step up callable perp. jr sub (Tier II)
hybrid ser 238
ISIN: XS0160043757

Caixa Geral de Depositos S.A.
EUR110 mil fltg rate step up callable perp jr sub (Tier II)
(Paris branch)
hybrid ser 237
ISIN: XS0160043328

Caixa Geral Finance Ltd.* (Caixa Geral de Depositos S.A.)
EUR250 mil fltg rate callable perp pref shares
ISIN: XS0195376925
EUR350 mil fltg rate callable perp pref shares
ISIN: XS0230957424

Depfa Funding II LP* (Depfa Bank PLC, subsidiary of Hypo Real
Estate Holding
AG)
EUR400 mil 6.50% callable perp non-voting, non-cum pfd secs
ISIN: XS0178243332

Depfa Funding III LP* (Depfa Bank PLC subsidiary of Hypo Real
Estate Holding AG))
EUR300 mil var rate perp non-voting non-cum pfd secs
ISIN: DE000A0E5U85

DEPFA Funding IV LP* (Depfa Bank PLC subsidiary of Hypo Real
Estate Holding AG)
EUR500 mil var rate non-voting non-cum perp hybrid tier 1
fxd/fltg rate pfd secs
ISIN: XS0291655727

Hypo Real Estate International Trust I* (Deutsche Pfandbriefbank
AG)
US$350.076 mil var rate non-cum trust I pfd stk (Tier 1)
ISIN: XS0303478118

Dexia Credit Local (Dexia S.A.)
EUR700 mil var rate fxd/fltg-rate undated deeply sub perp hybrid
ISIN: FR0010251421

Dexia Funding Luxembourg S.A.** (Dexia S.A.)
EUR500 mil var rate jr sub fxd to fltg rate callable perp non-cum
gtd secs
Hybrid
ISIN: XS0273230572

EFG Hellas Funding Ltd.* (Eurobank Ergasias S.A.)
EUR300 mil 8.25% callable perp pref shares ser D
ISIN: XS0440371903
EUR200 mil 6.00% callable perp pref shares ser CISIN:
XS0234821345

National Bank of Greece Funding Ltd.* (National Bank of Greece
S.A.)
EUR39.769 mil var rate FX/capped fltg hybrid non-cum non-voting
perp callable
ser B
ISIN: XS0203171755
US$38.975 mil var rate FX/capped fltg hybrid non-cum non-voting
perp callable
ser C
ISIN: XS0203173298

National Bank of Greece S.A.
US$625 mil fixed-rate callable perp pref stk ser A
ISIN: US6336435077

Northern Rock (Asset Management) PLC
GBP101.62 mil 8.399% step-up callable perp reserve tier 1 cap
instruments
Hybrid
ISIN: XS0117031194
US$15.5 mil 5.60% upper tier 2 perp callable jr sub hybrid
ISIN: US66567GAW06/US66567EAW57
US$1.9 mil fxd/ftg callable perp upper tier 2 jr sub hybrid
ISIN: US66567FAA03/US66567HAA68

Piraeus Group Capital Ltd.* (Piraeus Bank S.A.)
EUR200 mil step up perp callable current amount EUR19.3 mil ser A
ISIN: XS0204397425

SRLEV N.V.* (SNS REAAL N.V.)
EUR400 mil 9.00% hybrid due 04/15/2041
ISIN: XS0616936372

UPGRADED
                                    To               From
                                    CCC              C
HT1 Funding GmbH (Commerzbank AG)
EUR1 bil var rate non-cum callable perp Tier 1 cap secs hybrid
ISIN: DE000A0KAAA7

*Instruments guaranteed by parent company.
**Guaranteed by Dexia Credit Local.
NB: This list does not include all entities affected.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800; http://www.abiworld.org/


                            *********

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

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

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

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


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

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

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

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

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

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


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