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                           E U R O P E

          Wednesday, November 20, 2013, Vol. 14, No. 230

                            Headlines

C R O A T I A

CROATIA: Has No Plans to Seek IMF Aid Next Year


G E R M A N Y

PRAKTIKER AG: Sale of Max Bahr Brand to Hellweg Fails


I R E L A N D

INDEPENDENT NEWS: Plans to Raise EUR40MM to Reduce Debt Pile
IRELAND: Won't Seek Aid Bailout Extension in Coming Months
IRISH BANK: Special Liquidators Offer Final Loan Tranche for Sale
IRISH BANK: NAMA Makes EUR425 Million From Liquidation


N E T H E R L A N D S

EURO-GALAXY III: S&P Assigns 'BB' Rating to Class E Notes


P O L A N D

CYFROWY POLSAT: S&P Revises Outlook to Stable & Affirms 'BB' CCR
METELEM HOLDING: S&P Puts 'BB-' CCR on CreditWatch Positive


R O M A N I A

ARGO REAL: Files Voluntary Insolvency For Romanian Unit
ROMANIA: SMEs Insolvency Filings Up 3.5% in 9 Mos. This Year


S P A I N

SPAIN: Won't Seek Aid Bailout Extension in Coming Months


S W I T Z E R L A N D

NUANCE GROUP: Moody's Rates EUR200MM Sr. Unsecured Notes 'B2'


U N I T E D   K I N G D O M

AFREN PLC: S&P Assigns 'B+' Rating to Proposed Secured Notes
BLOCKBUSTER UK: To Shut Down 72 Stores & Terminate 452 Jobs
COMET: Shadow Business Secretary Seeks Clarity on Collapse Probe
CO-OPERATIVE BANK: Group Chair Resigns Over Flowers' Drug Claims
CUCINA ACQUISITION: S&P Assigns Prelim. 'B-' CCR; Outlook Stable

GRAINGER PLC: S&P Assigns 'BB' Long-Term CCR; Outlook Stable
HAWKHURST CAPITAL: High Court Enters Wind Up Order
LUCY IN DISGUISE: Goes Into Liquidation
REDTOP ACQUISITIONS: S&P Assigns 'B' CCR; Outlook Stable
TS OPERATIONS: Moorfields Named Administrators Over Blockbuster


X X X X X X X X

EUROPE: Too Few Banks Wound Down Over Past Few Years, EBA Says

* Howard Morris Joins MoFo as Restructuring Group Head in London


                            *********


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C R O A T I A
=============


CROATIA: Has No Plans to Seek IMF Aid Next Year
-----------------------------------------------
Jasmina Kuzmanovic and Michael Winfrey at Bloomberg News report
that Croatian Finance Minister Slavko Linic said Croatia plans to
go through next year without aid from the International Monetary
Fund.

According to Bloomberg, Mr. Linic, 64, in an interview on Nov. 14
said he was "more optimistic" after the government approved its
2014 spending plan, while raising its 2013 budget-deficit
estimate to 5.5% of economic output from 3.5%.  He also ruled out
buying back a 49.1% stake in oil refiner INA Industrija Nafte dd
from Hungary's Mol Nyrt., citing budget restraints, Bloomberg
relates.

The government of the European Union's newest member is pushing
for belt-tightening to control growing public debt and rising
borrowing costs after five years without economic growth,
Bloomberg discloses.  Mr. Linic on Nov. 6 warned that next year's
borrowing needs are "enormous and very risky" at current rates,
Bloomberg recounts.

"A need for assistance from the IMF or European Commission could
come up if we aren't able to service our obligations," Bloomberg
quotes Mr. Linic as saying on Thursday in the Croatian capital,
Zagreb.  "But obviously, this will not happen in 2014."

The European Union on Friday recommended an Excessive Deficit
Procedure for Croatia, a monitoring system for budget offenders,
saying the country's budget deficit "is projected to stay well
above the 3% reference" through 2015, Bloomberg relays.



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


PRAKTIKER AG: Sale of Max Bahr Brand to Hellweg Fails
-----------------------------------------------------
Natali Schwab at The Wall Street Journal reports that the sale of
Praktiker AG's home improvement chain Max Bahr to Hellweg GmbH &
Co. KG has collapsed, the company's insolvency administrator said
on November 15.

Jens-Soeren Schroeder said no agreement could be reached with
Moor Park MB, which leases 66 Max Bahr sites and is also
insolvent, according to the Journal.

The Journal notes that Moor Park rejected conditions set by its
main creditor, the Royal Bank of Scotland. Max Bahr has a total
of 73 stores in Germany.

Praktiker filed for insolvency for several of its units in July.
Praktiker itself didn't receive any offers from investors for its
chain, the report says. But there was some hope regarding its Max
Bahr brand, for which the group had received several indicative
offers, it said in September, the Journal notes.

Praktiker AG is a German home-improvement retailer.



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


INDEPENDENT NEWS: Plans to Raise EUR40MM to Reduce Debt Pile
------------------------------------------------------------
BreakingNews.ie reports that Independent News and Media plans to
raise EUR40 million from shareholders.

The money will be used to reduce the company's debt mountain,
BreakingNews.ie says.

According to BreakingNews.ie, as part of the fund-raising, the
billionaire businessman Dermot Desmond will see his stake in the
company rise to 15% from 6%.

Denis O'Brien will remain the biggest investor in INM with a
stake of 29%, BreakingNews.ie discloses.

If the remaining shareholders don't put more into the company,
their investment will be diluted, BreakingNews.ie notes.

As reported by the Troubled Company Reporter-Europe on April 29,
2013, The Financial Times related that a consortium of banks
agreed to write off EUR138 million of debt owed by Independent
News & Media in a financial restructuring that would give the
lenders a sizeable stake in the struggling Irish media group.

                 About Independent News & Media

Headquartered in Dublin, Ireland, Independent News & Media PLC
(ISE:IPD) -- http://www.inmplc.com/-- is engaged in printing and
publishing of metropolitan, national, provincial and regional
newspapers in Australia, India, Ireland, New Zealand, South
Africa and the United Kingdom.  It also has radio operations in
Australia and New Zealand, and outdoor advertising operations in
Australia, New Zealand, South-East Asia and across Africa.  The
Company also has online operations across each of its principal
markets.  The Company has three business segments: printing,
publishing, online and distribution of newspapers and magazines
and commercial printing; radio, and outdoor advertising.  INM
publishes over 200 newspaper and magazine titles, delivering a
combined weekly circulation of over 32 million copies with a
weekly audience of over 100 million consumers.  In March 2008, it
acquired The Sligo Champion.  During the year ended December 31,
2007, the Company acquired the remaining 50% interest in
Toowoomba Newspapers Pty Ltd.


IRELAND: Won't Seek Aid Bailout Extension in Coming Months
----------------------------------------------------------
Gabriele Steinhauser, Eamon Quinn, Paul Hannon, Matina Stevis and
David Roman at The Wall Street Journal report that Ireland and
Spain said Thursday they could stand on their own feet once their
bailout programs end in the coming months, marking significant
steps as the euro zone battles to exit a four-year debt crisis.

The currency union's finance ministers hailed the decisions as
signs that their strategy of budget cuts, economic overhauls and
long-term rescue loans was working, the Journal relays.

But the moves by Dublin and Madrid not to seek extensions of
their aid plans also carry risks, especially as new figures
showed that the euro zone grew just 0.1% in the third quarter and
the European Central Bank embarks on a thorough cleanup of banks'
balance sheets, the Journal notes.

"This is the right decision for Ireland, and now is the right
time to take this decision," the Journal quotes Irish Prime
Minister Enda Kenny as saying.  "This is the latest in a series
of steps to return Ireland to normal economic, budgetary and
funding conditions."

The Journal relates that Spain's Finance Minister Luis de Guindos
said in Brussels that "the closure of Spain's banking bailout is
good news for both the Spanish and the European economy."  "This
is a clean break, and now we have a banking system that is more
solid and more solvent, with every indicator pointing in the
right direction," he added.

But both countries leave their bailouts with high debts --
Ireland's is projected to hit 124% of gross domestic product by
the end of year, while Spain's is expected to reach 94% of GDP --
high unemployment and big deficits, the Journal notes.

Busted banks that forced them to demand the help in the first
place are struggling to return to profitability, while real-
estate prices remain far below pre-crisis levels, the Journal
states.

According to the Journal, Lucinda Creighton, who was ousted as
Ireland's Europe minister in July, tweeted that Dublin's decision
not to ask for a precautionary credit line from the euro zone's
bailout fund was a "risky strategy."  She warned that the
government's EUR20 billion (US$27 billion) cash reserves could be
depleted quickly if there were "further shocks" to the economy,
the Journal relays.

Ireland was forced to seek EUR67.5 billion in loans from the
International Monetary Fund and the European Union three years
ago, the Journal recounts.  Spain borrowed some EUR40 billion
from the euro zone to recapitalize its failing savings banks last
year, the Journal relays.


IRISH BANK: Special Liquidators Offer Final Loan Tranche for Sale
-----------------------------------------------------------------
Ciaran Hancock at The Irish Times reports that the special
liquidators of Irish Bank Resolution Corporation on Monday
offered the final tranche of loans for sale to interested
parties.

According to The Irish Times, the loans form part of Project
Stone, a EUR9.3 billion portfolio of loans that has been put up
for sale.  These are believed to include borrowings held by
successful businessman Denis O'Brien, and financier Niall
McFadden, along with loans connected with the Blackrock Clinic,
The Irish Times states.

Project Stone comprises Irish-originated commercial real-estate
loans with underlying collateral spread across Ireland (42%), the
UK (40%), continental Europe (15%), and the balance in the rest
of the world, The Irish Times discloses.

Project Stone is one of four portfolios put up for sale by the
liquidators of IBRC, The Irish Times notes.

In total, loans with a par value of about EUR22 billion will
either be sold by the year's end or will be transferred to the
National Assert Management Agency to be worked out over a period
of years alongside the loans it received from Bank of Ireland and
AIB, The Irish Times says.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

The IRBC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding.  If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.


IRISH BANK: NAMA Makes EUR425 Million From Liquidation
------------------------------------------------------
Thomas Molloy at Independent.ie reports that the National Asset
Management Agency said it has made EUR425 million so far from the
liquidation of Irish Bank Resolution Corporation.

NAMA paid EUR12.9 billion to the Central Bank to buy the floating
charge on IBRC loans following February's special liquidation,
Independent.ie relates.  The liquidators have repaid EUR425
million to NAMA so far, Independent.ie says, citing a
presentation on the Department of Finance's website.  This
includes asset sale proceeds and other receipts, Independent.ie
states.

According to Independent.ie, NAMA said that over 100 bidders are
carrying out due diligence on EUR7.8 billion of big UK commercial
property assets ahead of indicative bids being called Nov. 22.
The liquidators are also seeking to sell EUR1.8 billion of Irish
residential mortgages and a EUR10.1 billion Irish commercial
real-estate book, Independent.ie discloses.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

The IBRC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding.  If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.



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


EURO-GALAXY III: S&P Assigns 'BB' Rating to Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to Euro-Galaxy III CLO B.V.'s class A-1, A-2, B-1,
B-2, C-1, C-2, D-1, D-2, and E notes, as well as variable funding
notes (VFN).  At closing, Euro-Galaxy III will also issue an
unrated subordinated class of notes.

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

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

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

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

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

At closing, S&P considers that the transaction's legal structure
will be bankruptcy-remote, in accordance with its European legal
criteria.

Euro-Galaxy III is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by European borrowers.  PineBridge
Investments Europe Ltd. is the collateral manager.

RATINGS LIST

Euro-Galaxy III CLO B.V.
EUR335 Million VFN And Fixed- And Floating-Rate Notes

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

VFN                     AAA (sf)          67.00
A-1                     AAA (sf)          94.00
A-2                     AAA (sf)          40.00
B-1                     AA (sf)           19.00
B-2                     AA (sf)           22.25
C-1                     A (sf)             7.75
C-2                     A (sf)            11.25
D-1                     BBB (sf)           6.75
D-2                     BBB (sf)           7.75
E                       BB (sf)           20.75
Subordinated            NR                38.50

NR--Not rated.



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P O L A N D
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CYFROWY POLSAT: S&P Revises Outlook to Stable & Affirms 'BB' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it had revised its
outlook on Cyfrowy Polsat S.A., a leading pay-TV platform in
Poland, to stable from positive.  At the same time, S&P affirmed
its long-term corporate credit rating on Polsat at 'BB'.

The outlook revision follows Polsat's announcement on Nov. 14,
2013, that it was acquiring Metelem Holding Co. Ltd. the ultimate
parent of Polish telecom operator Polkomtel Sp. z o.o. This
rating action reflects S&P's view that, should the acquisition
take place, Polsat's adjusted pro forma leverage ratio (debt to
EBITDA) would increase to about 4.0x at year-end 2013, from 2.5x
in December 2012.  In S&P's view, the weaker credit metrics
would, however, be partly offset by an improved business position
after the acquisition, leading S&P to revise its assessment of
the business risk profile to "satisfactory" from "fair."

S&P understands the transaction will be completed in May 2014 and
is contingent on Polsat's shareholders' approval of the issue of
shares to Metelem, as well as the refinancing of Polsat's debt.
Although the transaction will be an all-share deal, higher
leverage at Metelem will weaken Polsat's financial metrics from
S&P's calculations.  The fully adjusted pro forma debt-to-EBITDA
ratio of 4.0x and adjusted funds from operations (FFO) to debt of
about 20% would be weak for our "significant" category.  But free
operating cash flow will be available for debt reduction.  For
2014, S&P anticipates that these ratios could strengthen to 3.7x-
3.8x and 20%-22%, respectively, supported by growth in earnings
and debt reduction.  The group's target net reported leverage
ratio of 2.5x would correspond to a Standard & Poor's-adjusted
ratio of about 3.3x, which we consider to be well in line with
the 'BB' rating.

S&P believes the acquisition could strengthen Polsat's business
risk profile by combining Poland's largest direct-to-home pay-TV
and mobile telecom operators.  S&P currently assess Polsat's
business risk profile as "fair" and that of Metelem as
"satisfactory."  Given the strong and diversified position of the
enlarged group, S&P would likely revise its assessment of
Polsat's business risk profile to "satisfactory" should the
transaction materialize.

The new group would have revenues of about PLN10 billion
(EUR2.4 billion), control a large customer base (about 16 million
subscribers), and reach about six million households.  Although
S&P thinks that the acquisition offers good potential for cross-
and upselling, revenue synergies will likely only materialize
over the medium term, in S&P's view.  S&P believes integration
and execution risks to be limited.  Polsat has been able to
rapidly integrate Telewizja Polsat S.A., which it acquired in
2011.  S&P views as positive management's commitment to reducing
net reported leverage to 2.5x by 2016 and to not pay any
dividends until this time.

The stable outlook reflects S&P's view that although the
acquisition could weaken Polsat's credit metrics, it would likely
also significantly improve Polsat's business risk profile.  S&P
estimates that, supported by growth in earnings and by debt
reduction, Polsat's adjusted pro forma leverage ratio would
decrease to below 4.0x for within the next 12 months, a level S&P
considers commensurate with the current rating.  The stable
outlook also reflects S&P's view that Polsat would maintain a
prudent financial policy that would support deleveraging.

S&P could revise the outlook back to positive should the
acquisition not materialize.  In that case, an upgrade might
follow if Polsat were to achieve adjusted debt to EBITDA of less
than 3.0x and a ratio of adjusted FFO to debt of at least 30%.
In addition, a clear commitment by the group to maintain a
prudent financial policy would support an upgrade.

S&P might lower the rating if, following the acquisition, higher-
than-expected debt or setbacks in integrating Polkomtel led to
weaker operating performance than S&P anticipates, causing
adjusted debt to EBITDA to stay higher than 4.0x and adjusted FFO
to debt to be lower than 20% for an extended period.  A more
aggressive financial policy than we currently expect or another
material acquisition in the near term could also lead S&P to
lower the rating.


METELEM HOLDING: S&P Puts 'BB-' CCR on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
corporate credit rating on Metelem Holding Company Ltd. on
CreditWatch with positive implications.

S&P also placed its 'B' issue ratings on Metelem's unsecured and
payment-in-kind notes on CreditWatch with positive implications.

The CreditWatch placement follows the offer by Cyfrowy Polsat
S.A., a Polish media group, to purchase all shares in Metelem
Holding Company Ltd. from its existing shareholders, most of
which are companies owned by Cyfrowy Polsat's majority
shareholder, Zygmunt Solorz-Zak. Metelem, the parent company of
Polish mobile phone network operator Polkomtel Sp z o.o., will
transfer shares as in-kind contributions to Cyfrowy Polsat, which
will issue new shares in exchange.

If this acquisition completes successfully, S&P considers that
the enlarged Polsat group would have business and financial risk
profiles consistent with a 'BB' rating.  In S&P's view, the
strong links between Polkomtel and Polsat would be sufficient for
S&P to equalize the ratings on Metelem with those on Cyfrowy
Polsat. Following the acquisition, Metelem would generate the
majority of the combined group's revenues and cash flows, and S&P
understands that the companies plan to further integrate their
operations following the acquisition, including by refinancing
some of Metelem's debt at Polsat's level.

S&P anticipates that Polsat's consolidated pro forma Standard &
Poor's-adjusted leverage for 2013, including Metelem, will be
about 4x, declining to 3.7x-3.8x in 2014.  This compares with
S&P's previous expectation of 5x or slightly below for Metelem on
a stand-alone basis.

This significant potential improvement reflects the significantly
lower leverage of Cyfrowy Polsat, but also Metelem's planned
Polish zloty (PLN) 800 million prepayment on its senior secured
credit facilities and Polkomtel's recent operating performance,
which has been better than we previously forecast.

S&P intends to resolve the CreditWatch placement after the main
conditions for this transaction are finalized, particularly the
approval and registration of the capital increase of Cyfrowy
Polsat shares.  S&P currently anticipates that this could happen
during the second quarter of 2014.

This means the CreditWatch resolution could extend beyond S&P's
usual three-month horizon, depending on the approval process.

If the transaction closes successfully, S&P is likely to raise
the long-term corporate credit rating on Metelem by one notch to
'BB', the same as the rating on Cyfrowy Polsat.  S&P is also
likely to raise the issue ratings on Metelem's unsecured and
payment-in-kind notes by one notch to 'B+'.



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R O M A N I A
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ARGO REAL: Files Voluntary Insolvency For Romanian Unit
-------------------------------------------------------
StockMarketWire.com reports that Argo Real Estate Opportunities
Fund has filed a petition for the voluntary insolvency of its
Romanian subsidiary Omilos Oradea Srl which owns the ERA Shopping
Park Oradea.

StockMarketWire.com relates that this decision follows a legal
dispute relating to the sum of EUR3.2 million claimed by
contractor S.C. Constructii Bihor from a construction contract
related to ERA Shopping Park Oradea.

Under Romanian law voluntary insolvency leads to a form of
"judicial administration" which allows a company to restructure
its balance sheet whilst providing it with a degree of protection
from its creditors, the report notes.

Omilos Oradea Srl will file for voluntary insolvency after
consultation with the consortium of its senior lenders. Omilos
Oradea Srl, has a loan of EUR62.3 million with the lenders,
StockMarketWire.com reports.


ROMANIA: SMEs Insolvency Filings Up 3.5% in 9 Mos. This Year
------------------------------------------------------------
Balkans.com reports that an increasing number of medium and large
sized companies have filed for insolvency this year, although
Romania's economic growth has picked up, according to a new study
by credit insurer Coface Romania.

A number of 18,321 have filed for insolvency in the first nine
month of the year, which is a 3.5 percent decrease on the same
period of last year, Balkans.com discloses citing Coface. It
added that around RON13 billion (EUR2.9 billion) worth of
uncovered debts were generated by these insolvencies, with the
banking system having to recover around 40 percent of these
debts, Balkans.com reports.

The report says more than 500 companies with a turnover above
EUR1 million went into administration this year. Five of them had
a turnover above EUR100 million, including industrial group Romet
and the petrochemical plant Oltchim, Balkans.com relays.



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


SPAIN: Won't Seek Aid Bailout Extension in Coming Months
--------------------------------------------------------
Gabriele Steinhauser, Eamon Quinn, Paul Hannon, Matina Stevis and
David Roman at The Wall Street Journal report that Ireland and
Spain said Thursday they could stand on their own feet once their
bailout programs end in the coming months, marking significant
steps as the euro zone battles to exit a four-year debt crisis.

The currency union's finance ministers hailed the decisions as
signs that their strategy of budget cuts, economic overhauls and
long-term rescue loans was working, the Journal relays.

But the moves by Dublin and Madrid not to seek extensions of
their aid plans also carry risks, especially as new figures
showed that the euro zone grew just 0.1% in the third quarter and
the European Central Bank embarks on a thorough cleanup of banks'
balance sheets, the Journal notes.

"This is the right decision for Ireland, and now is the right
time to take this decision," the Journal quotes Irish Prime
Minister Enda Kenny as saying.  "This is the latest in a series
of steps to return Ireland to normal economic, budgetary and
funding conditions."

The Journal relates that Spain's Finance Minister Luis de Guindos
said in Brussels that "the closure of Spain's banking bailout is
good news for both the Spanish and the European economy."  "This
is a clean break, and now we have a banking system that is more
solid and more solvent, with every indicator pointing in the
right direction," he added.

But both countries leave their bailouts with high debts -- Ireland's
is projected to hit 124% of gross domestic product by the end of
year, while Spain's is expected to reach 94% of GDP -- high
unemployment and big deficits, the Journal notes.

Busted banks that forced them to demand the help in the first
place are struggling to return to profitability, while real-
estate prices remain far below precrisis levels, the Journal
states.

According to the Journal, Lucinda Creighton, who was ousted as
Ireland's Europe minister in July, tweeted that Dublin's decision
not to ask for a precautionary credit line from the euro zone's
bailout fund was a "risky strategy."  She warned that the
government's EUR20 billion (US$27 billion) cash reserves could be
depleted quickly if there were "further shocks" to the economy,
the Journal relays.

Ireland was forced to seek EUR67.5 billion in loans from the
International Monetary Fund and the European Union three years
ago, the Journal recounts.  Spain borrowed some EUR40 billion
from the euro zone to recapitalize its failing savings banks last
year, the Journal relays.



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


NUANCE GROUP: Moody's Rates EUR200MM Sr. Unsecured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service has assigned a definitive B2 instrument
rating with a loss given default of LGD4 to the EUR200 million of
senior secured notes due 2019 issued by Stampos B.V., a wholly-
owned subsidiary of The Nuance Group AG following the successful
execution of the group's refinancing and review of the final
credit documentation. Nuance's B2 corporate family rating (CFR),
B2-PD probability of default rating (PDR) and the stable outlook
on all ratings remain unchanged.

Ratings Rationale:

Moody's definitive ratings on these debt obligations are in line
with the provisional ratings assigned on October 30, 2013.

The B2 CFR and B2-PD PDR are assigned at Nuance Group AG, which
is also the borrower of the revolving credit facility (RCF) and
the guarantee facility. The EUR200 million senior secured notes
are borrowed at Stampos B.V., a wholly owned subsidiary of the
Nuance Group. The B2 rating (LGD4) assigned to the notes, at the
same level as the CFR, reflects their positioning within the debt
capital structure, but also the relatively weak guarantee
structure for the notes. Under the terms of an inter-creditor
agreement, the notes (EUR200 million, or CHF247 million) and the
RCF (CHF90 million) rank pari passu with each other, and are
senior to the existing shareholder loan (CHF111 million as of
June 2013) within the debt capital structure. The notes and the
RCF are secured on pledges of the share capital and bank accounts
of the issuer and certain subsidiaries of the group. The notes
are also guaranteed, on a pari passu basis, by guarantors which
make up 46% of revenues, 59% of assets, and 12% of EBITDA of the
group excluding Australia, which Moody's believes is a low
proportion of guarantors. The comparatively low percentage of
EBITDA reflects the high level of EBITDA contribution from the
Turkish operations, which are not guarantors. As such, both the
notes and the RCF are subordinated to debt and non-debt
liabilities at the Turkish subsidiaries, although the proceeds
from the notes issuance are expected to be used to redeem all
outstanding group debt. The notes and RCF have a pledge on the
shares of New Swiss Holdco, a holding company which owns the
shares of the Turkish operations. Under the terms of an inter-
creditor agreement, the Notes and Credit Facilities rank equally
in the application of proceeds in the event of an enforcement of
collateral.

In terms of the capital structure, Moody's notes that the credit
facilities agreement also include a separate commitment of CHF330
million to be used as bank guarantees to airport authorities when
the company enters into a concession contract. These drawings are
not included within the company's reported debt, but retain equal
priority in terms of ranking with the general purpose RCF. The
guarantees would be callable by the airport in case of a failure
by Nuance to pay a concession fee, although Moody's understands
that this has never occurred.

In Moody's view, the key constraints to Nuance's B2 CFR are its
high leverage, adjusted for its high level of concession fees,
and Moody's expectation that the company's ongoing growth
strategy to win new concessions will likely impede any real
reduction in leverage in coming years. Moody's considers the
concession fees paid to airport authorities as a proxy for rental
costs, and in 2012 these amounted to around 36.8% of the group's
total revenues and 72.5% of selling expenses, as reported by the
company.

Moody's notes that concession fees are largely variable, and as
such help to mitigate the effect of a decline in passenger
numbers or spending. At the same time, most concession contracts
are subject to minimum annual guarantees (MAG), which are payable
if revenues or passenger numbers fall below a certain agreed
level. The company states that this only occurs in rare
instances, and is currently the case in Australia, a market which
the company is re-evaluating. Nevertheless, as a result of the
Australian operations, and the loss of two significant contracts
in Hong Kong, the company's reported EBITDA declined in the first
half of 2013 (CHF28.8 million versus CHF44.1 million year-on-
year), and Moody's expects that full-year profits will likely be
lower than in 2012 as well.

The B2 CFR is supported by Moody's view that over the longer
term, the international travel industry offers decent growth
prospects, mostly in emerging markets, which are strategic growth
markets for the company. The industry is vulnerable to
disruptions in international air travel, although these tend to
be temporary and often regional. In this regard, the company
benefits to some degree from its geographic scope, with 2012
revenues largely generated in EMEA and Asia/Pacific, with a small
exposure to the Americas. Moody's also believes that the company
has demonstrated a strong track record of both renewing existing
concession contracts or winning new ones, with the company
reporting having renewed 20 out of 27 of the contracts for which
it submitted an offer during the two and a half years ended 31
May 2013, while winning 24 out of 50 of new concessions for which
it submitted an offer. Moody's believes that some of these
benefits stem from being an incumbent, as in certain cases the
renewal is won without a tender process taking place.

The notes will be used to repay existing debt of approximately
CHF238 million and certain transaction costs, while the cash
balance will be augmented. On this basis, following this
transaction and based on results to 30 June 2013, the company's
pro forma gross adjusted leverage is estimated at approximately
5.7x. Moody's notes that this metric mainly reflects the
company's significant concession fees (CHF725 million in 2012),
which Moody's views as a proxy for rental expenses. Moody's has
used a 6x multiple to capitalize concession fees as opposed to
the standard 8x used in the retail sector as the rating agency
understands that the fees cover certain operating expenses that
are not strictly related to space.

Moody's expects that the company's liquidity will be adequate.
Upon closing of the transaction, the company retained
approximately CHF112 million in cash, and an undrawn RCF in the
amount of CHF90 million maturing in 2018 for general corporate
purposes. Moody's assessment of liquidity assumes that the
company will retain access to the RCF, and strong headroom under
applicable covenants. On the basis that the notes (and the
longer-dated shareholder loans) will represent the company's only
outstanding debt liabilities, the company is not expected to hold
any short-term debt immediately post transaction. The company's
capital spending is limited by the fact that all its store space
is paid for with concession fees. The company has usually
generated positive free cash flow in recent years, although this
can fluctuate depending on the level of new concessions that are
acquired.

Outlook:

The stable outlook reflects Moody's expectation that the company
will maintain metrics close to the current level, notably gross
adjusted leverage at around 5.7x, which also assumes an eventual
turnaround to profitability in Australia or an exit from that
country, as per the current management strategy. Given the
significance of concession fees in Moody's metrics, Moody's
believes that the stability of metrics will also depend on the
flexibility of concession fees to adapt to spending patterns.
Moody's stable outlook also assumes a strong liquidity profile
and continued access to the RCF.

What Could Change the Rating Up/Down:

In light of the current positioning and the weakening in earnings
in the first half of 2013, upward pressure on the rating is
unlikely, at least over the coming year. Moody's would consider
upward pressure on the rating if Nuance were to reduce its gross
adjusted leverage towards 5x. Conversely, downward rating
pressure could arise if the leverage metric were to increase
beyond 6.0x, which Moody's believes could occur either as a
result of lower travel spending or less favorable terms for
concession contracts.

The Nuance Group AG, based in Glattbrugg, Switzerland, is a
leading travel retailer with over 300 stores across 60 locations
in 18 countries. In FY2012 to December, the company reported
revenues and EBITDA of about CHF2 billion and CHF116 million,
respectively, with sales generated in the EMEA (42%), Asia (20%),
Australia (27%) and North America (7%), with the remaining 4%
attributable to the retail services and distribution business.



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


AFREN PLC: S&P Assigns 'B+' Rating to Proposed Secured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' issue rating to U.K.-based oil exploration and production
company Afren PLC's proposed secured notes due 2020.  The issue
rating is in line with S&P's 'B+' long-term corporate credit
rating on Afren and its 'B+' issue rating on Afren's US$800
million existing senior secured bonds.

The issue rating is based on the draft documents S&P has
received, and is subject to its review of the final terms and
conditions after successful issuance.  Any changes to these terms
and conditions could affect the rating.

S&P understands that Afren will use the net proceeds from the
issuance of the notes to redeem existing secured bonds; it has a
tender offer for these outstanding. We anticipate that total debt
will only increase incrementally, by the amount of any fees and
buy-back premium.

The issue rating reflects the following factors:

   -- The proposed notes rank at the same seniority as any
      remaining, untendered, senior secured bonds due in 2016 and
      2019.

   -- The proposed notes benefit from the same asset security as
      the existing notes, namely first-lien security over the
      Okoro oil field and second-lien security over the core Ebok
      oil field, both located off the Nigerian coast.

   -- S&P's base-case assumption for the proposed notes is that
      the security, guarantees, and intercompany loans from
      Afren's material operating companies are effective and
      enforceable.

   -- S&P considers that liabilities carrying contractual and
      structural priority, including operating companies' debt
      and trade payables, are limited.  The Standard & Poor's-
      adjusted ratio of priority liabilities to assets was modest
      at just under 15% on June 30, 2013.

However, the proposed notes are contractually subordinated to the
reserve-based bank line that is secured on cash flows and
reserves of the Ebok oil field (the Ebok bank line), of which
US$186 million was outstanding at June 30, 2013.  Under the
documentation for the existing 2016 and 2019 bonds, secured
priority debt (including the Ebok bank line) is limited to the
greater of US$150 million or 20% of total adjusted consolidated
net tangible assets (ACNTA, as defined).  If the company used
this priority basket fully on an ongoing basis, the total
priority obligations could exceed 15%. This is S&P's threshold
before we include consideration of potential offsetting factors
in deciding whether to rate the notes in line with the corporate
credit rating or lower.  On the other hand, S&P also notes that
EBITDA for the 12 months to June 30, 2013, was nearly 4x the
total committed US$300 million Ebok bank line amount.

There are two provisions in the documentation that would weaken
bondholder protections after all of the outstanding US$500
million secured notes due 2016 and the US$300 million secured
notes due 2019 have been refinanced or otherwise repaid.
Depending on any other changes in the capital structure, these
provisions could cause S&P to lower the rating on the proposed
notes in future.

First, after all of the 2016 and 2019 secured notes are redeemed,
the asset security for the proposed notes would be released.  The
notes would then become unsecured obligations, although S&P
understands the proposed senior and subordinated guarantees would
remain in place.

Second, the existing documentation limits secured priority debt
to the greater of US$150 million or 20% of ACNTA.  The
documentation for the proposed notes increases this basket to
US$750 million or 30% of ACNTA.  This provision could increase
the risk of notching down the rating on the proposed bonds in
future, once all the existing bonds have been repaid.  The future
group capital structure, including committed priority debt and
obligations, will continue to be determining factors for the
ratings.


BLOCKBUSTER UK: To Shut Down 72 Stores & Terminate 452 Jobs
-----------------------------------------------------------
computerandvideogames.com reports that Blockbuster UK is to shut
72 out of its 264 stores and cut 452 jobs after entering into
administration for the second time this year.

Administrators Moorfields Corporate Recovery said in a statement
issued to the BBC: "We must reiterate that, as part of our
attempts to turn around the business, today's decision is
necessary if parts of Blockbuster are to be saved and a buyer
found," according to computerandvideogames.com.

The report relates that while Blockbuster's move into
administration was expected to result in the cancellation of Xbox
One and PS4 pre-orders, Microsoft and Sony moved to set aside day
one next-gen consoles for Blockbuster customers with valid pre-
orders.

The second collapse of Blockbuster UK marks the struggles that
game and film retailers face in an increasingly prevalent market
of online content and digital downloads, the report adds.


COMET: Shadow Business Secretary Seeks Clarity on Collapse Probe
----------------------------------------------------------------
Steve Hawkes at The Telegraph reports that labour shadow business
secretary rips into Vince Cable almost a year after the
government launched far-reaching investigation into the collapse
of Comet.

Ministers were set to be accused on Monday of "quietly dropping"
a far-reaching review of the insolvency laws covering Britain's
high street stores almost a year on from the controversial demise
of Comet, The Telegraph relays.

According to The Telegraph, Chuka Umunna, the shadow business
secretary, was set to table parlimentary questions on Monday
demanding to know what progress has made given the collapse of
both Blockbuster and Barratts this month and promises made by
Mr. Cable, the Business Secretary, last December.

He was also expected to call for clarity from ministers on when a
report into the circumstances surrounding Comet's demise will
actually be completed, The Telegraph notes.

Nearly 6,000 staff lost their jobs when Comet fell into
administration, while the chain's owner, OpCapita, the private
equity vehicle run by Henry Jackson, recouped almost GBP117
million and retained its lucrative warranties business, The
Telegraph  recounts.

According to The Telegraph, at the time Mr. Cable promised to
investigate Comet's collapse and said the Government would review
"best practice", adding: "There may well be better ways to handle
insolvency."

Mr. Umunna told The Daily Telegraph: "It is twelve months since
Comet, the well known high street chain, went under causing
thousands of jobs to be lost, stores across the country to close
and supply chains built up over decades to be broken.

"One year on, ministers are still letting down the high street.
Vince Cable promised in Decmeber that he would review the way
insolvency works in the UK so that the lesson can be learned but
no action has been taken."

Critics of the insolvency laws have demanded a review of
legislation allowing "pre-packs", where owners tee up a deal to
dump under-performing stores into administration, and buy the
better ones back, free of debt, The Telegraph discloses.  Often,
third-parties are unable to bid for the business, The Telegraph
states.

Comet is now in liquidation but the brand is still held by
administrators Deloitte, The Telegraph notes.

The Telegraph relates that a spokeswoman for the Department of
Business on Sunday night said the Insolvency Service was leading
the investigation into Comet and it was still "proceeding".  She
would not comment why it had taken so long, The Telegraph notes.

According to The Telegraph, the spokeswoman added that Teresa
Graham, chair of the administrative burdens advisory board at
HMRC, was leading a review into pre-packs and would report back
at Easter.

Comet is an electricals chain.


CO-OPERATIVE BANK: Group Chair Resigns Over Flowers' Drug Claims
----------------------------------------------------------------
BBC News reports that The Co-op Group chairman has resigned,
saying "serious questions" have been raised by the scandal over
its former banking chairman, Paul Flowers.

Mr. Flowers apologized after he was filmed allegedly buying
drugs, while the Co-op has said it is investigating, BBC relates.

Questions have also been raised about Mr. Flowers's competence in
the role, to which he was appointed in 2010, BBC notes.

Len Wardle, who led the board that appointed Mr. Flowers, said he
felt it was "right" that he stepped down now, BBC relays.

Meanwhile David Anderson, former chief executive of the Co-op
Bank, is appearing before MPs on the Treasury Select Committee,
where he is giving evidence about the troubled bank and its
takeover of the Britannia Building Society, BBC discloses.

According to BBC, the company said Mr. Wardle had resigned as
chairman of the group and from the board "with immediate effect".
He had held the position since 2007 but announced last month that
he would retire in May 2014.

"The recent revelations about the behavior of Paul Flowers, the
former chair of the Co-operative Bank, have raised a number of
serious questions for both the bank and the group," BBC quotes
Mr. Wardle as saying in a statement.

"I led the board that appointed Paul Flowers to lead the bank
board and under those circumstances I feel that it is right that
I step down now."

Mr. Wardle, as cited by BBC, said the "time is right for real
change" in the company's operations and governance.

He will be replaced by Ursula Lidbetter, who is the Co-op Group's
deputy chairwoman and chief executive of the Lincolnshire Co-
operative Society, BBC discloses.

Mr. Flowers, who was chairman of the bank from April 2010 until
June this year, was filmed allegedly ordering cocaine and
boasting about his use of other banned substances in a video
published by the Mail on Sunday, BBC relates.

According to BBC, the Methodist minister and former Bradford City
councilor said his actions were "stupid" and "wrong".  He has
been suspended from both the Labour Party and his church, BBC
relays.

BBC relates that Following the revelations, the Co-op Group said
it would launch a "fact-finding process to look into any
inappropriate behavior" and a review of its "democratic
structure", which will look at how the board is constituted and
chaired.

The scandal has also prompted pressure on City regulators to
introduce tougher checks on candidates for senior banking roles,
BBC notes.

                    About Co-operative Bank

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

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

                           *     *     *

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


CUCINA ACQUISITION: S&P Assigns Prelim. 'B-' CCR; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Rating Services said it had assigned its
preliminary 'B-' long-term corporate credit rating to U.K.-based
foodservices supplier Cucina Acquisition (UK) Ltd.  The outlook
is stable.

At the same time, S&P assigned a preliminary issue rating of 'B-'
to the proposed GBP200 million senior secured notes to be issued
zhrough the orphan special purpose vehicle, Brakes Capital,
incorporated in the Cayman Islands.

S&P also assigned its preliminary 'B-' issue rating to Cucina's
proposed loan (facility E1).  The preliminary recovery rating on
the proposed loan is '4', reflecting S&P's expectation of average
(30%-50%) recovery in the event of a payment default.

The ratings on Cucina primarily reflect S&P's view of the group's
elevated debt and resulting highly leveraged financial risk
profile.  Following the partial refinancing, S&P anticipates that
Standard & Poor's-adjusted debt will include by year-end 2013:

   -- More than GBP1.9 billion of on-balance-sheet debt--made up
      of bank facilities, shareholder loans, and the new senior
      secured notes;

   -- GBP140 million of off-balance obligations for operating
      leases;

   -- About GBP60 million of postretirement benefit obligations;
      And

   -- Unamortized debt issuance costs in excess of GBP20 million.

As a consequence, S&P expects its calculation of adjusted debt to
EBITDA to be in excess of 15x by Dec. 31, 2013.  Excluding the
impact of the shareholder loan and the payment-in-kind (PIK)
notes, 75% owned by Cucina's private equity owner, Bain Capital,
this metric is likely to fall to about 10x, which S&P still
regards as highly leveraged.  With this capital structure in
place, S&P considers that Brakes shows a very aggressive
financial policy.

S&P's assessment of Cucina's business risk profile as weak
reflects continuous erosion in the group's EBITDA margin over the
past seven years.  That said, S&P understands management is
seeking to redress this through margin-supportive initiatives.
The group shows limited geographic diversification, with high
exposure--70% of its revenues--to the flat U.K. market.  In
addition, the group operates in a highly competitive and
fragmented environment, subject to pricing pressure from large
catering companies.  In S&P's view, its exposure to potential
one-off event risks (such as food safety concerns) and input cost
inflation--although somewhat mitigated by the contractual ability
to pass them on to customers--further weighs on the ratings.

Mitigating these weaknesses are the group's leading positions on
in its core markets, as reflected in Cucina's estimated market
share of 19% in the U.K. In the more fragmented Swedish and
French food services sectors, Cucina holds the No. 2 and No. 3
positions, respectively.  Also supporting the ratings is the
group's competitive dense distribution network in the U.K. which
it is on track to further enhance.  With the implementation of
regional multitemperature distribution centers and the removal of
some satellite depots, S&P expects the group to improve its
operational efficiency and price competitiveness.  Excellent
customer retention rates, as well as good customer and supplier
diversification relative to peers, positively impact the ratings.

"We assess Cucina's management and governance as "fair" under our
criteria.  The six senior members of the management team have a
combined experience of approximately 70 years in the food
industry," S&P noted.

The stable outlook reflects S&P's view that Cucina will continue
to post low-single-digit growth in revenues, while margins are
likely to remain under pressure in an increasingly competitive
environment.  It also encompasses S&P's assessment of the group's
liquidity and covenant headroom as adequate, upon completion of
the refinancing.

A negative rating action on Cucina could result from a lack of
progress on refinancing the capital structure in the near term,
in conjunction with deteriorating liquidity.  Additionally, the
loss of volumes from key customers, unsuccessful optimization of
the distribution network, significant debt-financed acquisitions,
or declining credit metrics could trigger a lowering of the
rating.

At this time an upgrade is unlikely, but could result from lower
overall debt or a significant outperformance of S&P's base-case
assumptions.


GRAINGER PLC: S&P Assigns 'BB' Long-Term CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
corporate credit rating to U.K.-based residential property owner
and manager Grainger PLC.  The outlook is stable.

At the same time, S&P assigned its 'BB+' issue rating to the
proposed GBP200 million senior secured notes to be issued by
Grainger.  The recovery rating on the notes is '2', indicating
S&P's expectation of substantial (70%-90%) recovery in the event
of a payment default.

The issue and recovery ratings are based on preliminary
information.  The ratings are subject to the successful closing
of the proposed bond issuance and depend on S&P's receipt and
satisfactory review of the final transaction documentation.

The ratings on Grainger reflect S&P's assessment of the group's
"satisfactory" business risk profile and "aggressive" financial
risk profile.  Grainger owns, acquires, and trades regulated-rent
and market-let tenanted residential properties.  It focuses
mainly on the U.K. market (91% of assets) but also has a small
property portfolio in Germany.  Grainger's main sources of
revenues include proceeds from the sales of properties, rental
income, and fees from co-invested and co-managed properties.  On
Sept. 30, 2013, the company's portfolio of wholly owned
properties was valued at over GBP1.8 billion.

Grainger's "satisfactory" business risk profile is supported by
S&P's view of the relative low volatility of U.K. and German
residential property values and rents compared with other real
estate markets.  S&P also considers that Grainger is well placed
to benefit from the current positive trends in U.K. residential
real estate markets, in particular given its high exposure to
London and the southeast of England, where the demand from home
buyers is the strongest.

S&P views positively Grainger's good asset diversity (including
13,353 of wholly owned properties and 8,216 of properties under
management) and its exposure to two countries, although Germany
represents only 9% of Grainger's properties.  S&P's assessment of
business risk also takes into account the company's income mix.
S&P views the income stream from trading sales (which represented
more than 50% of group income during the past three years) as
being more variable than that from rental business and fees.
While vacancy rates are relatively predictable, they are not
contractually guaranteed.  This is partially offset, in S&P's
view, by Grainger's historical track record of generating profit
on selling single-family homes at strong market prices.  Lastly,
S&P sees positively the low level of development risk and the use
of joint-ventures to spread the risk on more capital-intensive
projects.

In S&P's opinion, Grainger's GBP1.8 billion property portfolio is
average in size compared with most Standard & Poor's rated
property companies in Europe, including the residential segment.
Therefore, S&P expects economies of scale to remain limited,
especially in Germany.  Given that margins in the property
trading business are lower than those in property renting, S&P
expects this will continue to weigh on the group's overall EBITDA
margin (about 35%-40%, compared with an average of 70% for
residential rental property businesses in Europe).

"In our base-case scenario, we forecast that revenues will be
stable in 2014, although we expect rental income to decrease over
the next 12 months.  This reflects the full-year impact of
transferring assets into joint ventures in both Germany and the
U.K. during the financial year ending Sept. 30, 2013 (FY2013).
In addition, we anticipate a decrease in revenues from property
sales in FY2015, in line with management's plans to reduce its
emphasis on asset disposal, compared with the past two years,"
S&P said.

"Our view of the financial risk profile as "aggressive" reflects
Grainger's highly leveraged capital structure, which we consider
to be the main constraint for the corporate credit rating.  We
understand, however, that Grainger has reduced its level of debt
significantly over the past two years by disposing of property
and using the proceeds to pay down its debt.  In addition, we
view positively management's commitment to maintain the reported
loan-to-value (LTV) ratio at a target range of 45%-50%," S&P
added.

Including the bond issuance, S&P expects Grainger's Standard &
Poor's-adjusted gross debt to be about GBP1.1 billion, which
translates into a debt to debt-plus-equity ratio of about 70%.
The difference between this ratio and the reported LTV ratio of
48% on Sept. 30, 2013, essentially relates to Grainger's
accounting methods.  About two-thirds of properties in its
portfolio are treated as "inventories-trading property."  This
accounting treatment does not allow upward revaluation of
inventories in the statutory balance sheet, which are typically
held at the lower of cost and net realizable value. Given house
prices have been rising, the value of Grainger's properties tends
to be understated in its accounts.

S&P considers that the bond issuance will benefit Grainger's
capital structure, as it will extend its maturity profile by
repaying the portion of its core debt facilities due in 2014 and
also diversify sources of funding by giving it access to the bond
markets.

"Under our base-case scenario, we forecast that Grainger's credit
metrics should remain at the lower end of our definition of an
"aggressive" financial risk profile over the next two years.  We
forecast interest coverage ratio will remain comfortably above
1.3x in FY2014, supported by the recent reduction in the level of
debt.  We anticipate that this ratio may tighten in FY2015 if the
EBITDA base decreases, as a result of lower revenue from property
disposals.  We understand, however, that the company plans to
adopt a flexible strategy toward disposals and acquisitions and
predictability beyond 12 months is limited, in our view.  We
anticipate the adjusted debt to debt-plus-equity ratio will
remain 70%-72% for the next two years," S&P noted.

The stable outlook reflects S&P's view that cash flow from rented
properties and property trading should remain robust in FY2014
for Grainger.  S&P sees demand from tenants and house buyers
remaining solid in Grainger's main geographical locations,
especially in the southeast of England.  Overall, S&P estimates
that Grainger should be able to maintain an interest coverage
ratio of at least 1.3x, positive FOCF, and a stable level of debt
over the next 12 months. S&P would consider these financial
indicators compatible with the current rating.

S&P would lower the rating by one notch if FOCF decreased
significantly in FY2014 or if the interest coverage ratio fell
below 1.3x.  In S&P's view, this could follow a sharp decline in
trading income caused by a severe drop in U.K. house prices or
higher financing cost for U.K. home buyers.  S&P would also views
a material increase in debt leverage, for example, due to debt-
financed acquisitions, as negative for the rating, as it would be
a deviation from management's publicly expressed financial
policy.

S&P could upgrade the rating by one notch if Grainger could
materially reduce debt in its capital structure and achieve an
interest coverage ratio of around 1.8x and a debt-to-capital
ratio of around 60%.  S&P considers that such a step would
require substantial debt repayment through FOCF or asset disposal
proceeds.


HAWKHURST CAPITAL: High Court Enters Wind Up Order
--------------------------------------------------
Hawkhurst Capital Plc, a Surrey-based company whose shares were
offered to the public as part of an early pension release scheme,
has been wound-up by the High Court in Manchester for duping
those who invested in the scheme.

The winding up follows an investigation by the Insolvency
Service.

The investigation found and the court heard that the company
identified potential participants in the scheme by way of cold-
calling and website advertisements aimed at individuals wishing
to release pension funds before they had reached pensionable age.
Members of the public who responded were required to invest their
pension funds in Hawkhurst. They then obtained the early release
of part of their pension funds in the form of extended unsecured
loans from a Seychelles-based company.

Participants in the scheme were required to sign lock-in
agreements preventing them from selling the Hawkhurst shares
before Dec. 31, 2026. However, the investigation found that the
shares had no meaningful value.

Hawkhurst's financial statements describe the company as an
investment management company which held one investment, in a
Seychelles-based company, valued at 250,000 in January 2011 but
claimed to have risen to 11,977,849 within 12 months. The
company failed to provide any independent evidence to demonstrate
that this was a genuine investment or that the valuation was
real.

The Court found that the company had operated with a lack of
transparency and a lack of commercial probity.

Commenting on the case, Colin Cronin, Investigation Supervisor,
with Company Investigations, part of the Insolvency Service,
said,

"The structure of this early pension release scheme was
deliberately opaque and the lack of transparency was added to by
a failure on the part of the directors of Hawkhurst Capital Plc
to cooperate with the investigation.

"The financial statements filed by Hawkhurst Capital Plc purport
to show that an investment made by the company was worth some
GBP12 million but no evidence could be produced by the directors
to support this valuation or, indeed, to show that the shares in
Hawkhurst Capital Plc had any value whatsoever.

"The operation of the scheme was highly prejudicial to the
individuals who were required to invest their pension funds in
Hawkhurst Capital Plc shares in order to obtain the early release
of part of these funds.

"These proceedings show that the Insolvency Service will take
firm action against companies which mislead the public in this
way."

The petition to wind-up Hawkhurst Capital Plc was presented under
s124A of the Insolvency Act 1986 on Sept. 4, 2013. The Official
Receiver was appointed as provisional liquidator of the company
on Sept. 13, 2013 and the company was wound-up on Nov. 5, 2013.


LUCY IN DISGUISE: Goes Into Liquidation
---------------------------------------
ABC Action News reports that Lily Allen, the pop star, launched
fashion firm Lucy In Disguise LLP with her sister Sarah Owen in
2010, but the company reportedly ceased trading earlier this
year.

According to Britain's Mail on Sunday newspaper, bosses at
clothing manufacturer Aurora Fashion were owed money by Lucy In
Disguise, so they applied to the courts to have the company put
into administration to settle the debt, according to ABC Action.

The report notes that Richard Glanville, Aurora's chief financial
officer, states his company is still owed $18,000 from a $150,000
bill.

Mr. Glanville said:, "We had to make numerous phone calls and
send several letters to chase up payments.  It has been a very
drawn-out affair and we gave them every opportunity to pay the
money back before applying to put it into administration."

Ms. Allen announced in 2011 that she had handed over the running
of the company to her sister.


REDTOP ACQUISITIONS: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to Redtop Acquisitions Ltd., an
intermediate holding company of Jersey-based patent renewal
service provider CPA Global.  The outlook is stable.

At the same time, S&P assigned its 'B' issue ratings to Redtop
Acquisitions' proposed US$80 million-equivalent revolving credit
facility (RCF) and GBP438 million-equivalent first-lien senior
secured credit facilities.  The recovery ratings on these
facilities are '3', indicating S&P's expectation of substantial
(50%-70%) recovery in the event of a payment default.

In addition, S&P assigned its 'CCC+' issue rating to Redtop
Acquisitions' proposed US$300 million (equivalent to GBP185
million) second-lien senior secured term loan.  The recovery
rating on this loan is '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

All the issue ratings are based on preliminary terms and
conditions and are therefore subject to S&P's receipt and review
of the final documentation.

The rating on Redtop Acquisitions reflects S&P's assessment of
the group's financial risk profile as "highly leveraged" and its
business risk profile as "fair."  Redtop Acquisitions is seeking
to raise GBP623 million in senior secured term loans, and plans
to use the proceeds to repay its current debt, as well as to
repurchase preference shares and pay transaction fees and
expenses.

Pro forma the refinancing, S&P estimates that Redtop
Acquisitions' Standard & Poor's-adjusted debt will include on-
balance-sheet debt of approximately GBP630 million; its estimate
of off-balance-sheet debt of GBP22 million related to operating
leases; and GBP480 million of 12% preference shares (including
accrued interest), which S&P considers to be debt under its
criteria.  S&P calculates that for the year ending July 31, 2013,
Redtop Acquisitions' adjusted debt-to-EBITDA ratio will be about
14.2x (8.2x excluding the preference shares) and funds from
operations (FFO) to debt will be about 4.0% (7.0% excluding the
preference shares).

"We assess Redtop Acquisitions' business risk profile as "fair."
CPA Global is a leading provider of international patent renewals
services, handling about 1.5 million renewals each year.
However, international patents constitute a limited addressable
market, and approximately 90% of patent renewals are already
outsourced.  We expect volume growth in the patent renewal
segment to be bound by the growth rate for international patent
filings," S&P said.

The rating on Redtop Acquisitions also reflects CPA Global's
limited product diversity, bearing in mind that it generates the
majority of its profits from its niche international patent
renewal business.  The rating also reflects CPA Global's exposure
to potential reputation risk arising from a failure to renew
patents accurately.  However, these constraints are partly offset
by high revenue visibility on account of the annuity nature of
patent renewals; CPA Global's leading worldwide position in the
patent renewal business; and its longstanding relationship with
its customers.

In S&P's view, Redtop Acquisitions will continue to benefit from
steady recurring demand for patent renewal processing from its
longstanding customers, giving good revenue visibility.  In S&P's
view, this will enable the group to generate FFO of about
GBP60 million in financial 2014.

S&P could lower the rating if weak trading due to customer losses
or new regulations weakens the group's liquidity position such
that EBITDA cash interest coverage falls to less than 2x.  S&P
could also take a negative rating action if substantial debt-
financed acquisitions reverse the deleveraging that it currently
anticipates in its base-case credit scenario.

S&P could raise the rating if the group achieves sizable
deleveraging.  However, S&P considers this possibility to be
remote at this stage.


TS OPERATIONS: Moorfields Named Administrators Over Blockbuster
---------------------------------------------------------------
Simon Thomas -- sthomas@moorfieldscr.com -- and Nick O'Reilly --
noreilly@moorfieldscr.com -- of Moorfields Corporate Recovery
LLP, were appointed joint administrators of TS Operations Limited
trading as Blockbuster, on Nov. 11, 2013.

Blockbuster operates one of the UK's largest chains of film and
game rental stores, with 264 stores and approximately 2,000
employees. The company also offers a retail aspect to their
business and an online presence at www.blockbuster.co.uk. The
Blockbuster head office is in Uxbridge, and they had a regional
clerical office in Newcastle, which was closed just prior to the
Administration.

"Gordon Brothers Europe acquired the business and assets of
Blockbuster Entertainment Ltd and Blockbuster GB Ltd in March
2013.  Since then the company has striven to turnaround the
historically loss-making company by restructuring the business,
investing significantly in strategic marketing activities and
negotiating with the landlords of its retail outlets. The company
also tried to develop a new digital platform but was unable to
broker a licensing deal in time. Regrettably, the months since
the acquisition have also coincided with a period of poor trading
performance across both rental and retail sales," Moorfields said
in a statement.

"While the company is in administration, every effort will be
made to ensure retail trade continues as normal.  We encourage
customers to visit stores and continue to rent and buy as usual."

Simon Thomas, Joint Administrator said "This is obviously a
difficult and upsetting time for everyone involved at
Blockbuster, in particular employees who have endured a stressful
period since January this year. We appreciate that staff and
customers will want a speedy resolution, however, we must ask
people to be patient over the coming weeks.

"We are pleased to say that there are parties who are interested
in parts of the business. Our focus will be to secure a future
for as much of the business as possible as well as trying to save
jobs before Christmas.

"We remain committed to being open and transparent during the
intervening weeks, and will ensure that all stakeholders, in
particular employees, are kept regularly updated about
developments."



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


EUROPE: Too Few Banks Wound Down Over Past Few Years, EBA Says
--------------------------------------------------------------
RTE News reports that Andrea Enria, the chairman of the European
Banking Authority, said too few European banks have been wound
down over the past few years.

According to RTE, Mr. Enria told German daily Frankfurter
Allgemeine Zeitung that national governments tend to want to keep
their lenders operational rather than let them fail.  He said
this has slowed the process of repairing the banking sector, RTE
relates.

"I am convinced that too few banks in Europe have been wound down
and disappeared from the market so far.  It has been fewer than
40 institutes, in the US by comparison there were about 500," RTE
quotes Mr. Enria as saying.

The EBA, Europe's top banking regulator, is preparing tests on
the finances of top lenders, potentially paving the way for
further multi-billion euro fundraising measures by banks deemed
shaky, RTE discloses.

Mr. Enria, as cited by RTE, said that it is sensible to set out
the stress scenarios to be used in the tests shortly before the
exercise begins.  However, he pointed out that the treatment of
losses on sovereign bonds remains a problem because they are
considered risk-free under current banking rules, RTE notes.

"Government bonds that are in the trading book in banks' balance
sheets and are declared as being up for sale should be marked to
market value, even if that causes losses," Mr. Enria, as cited by
RTE, said.

RTE notes Mr. Enria said while big banks are already attaching
some risk to government bonds in their internal models, the
question is whether the risk-weightings are appropriate,
particularly as there are big variations in how individual banks
treat the same bond.


* Howard Morris Joins MoFo as Restructuring Group Head in London
----------------------------------------------------------------
Morrison & Foerster on Nov. 18 disclosed that Howard Morris will
join the firm's London office as head of the Business
Restructuring & Insolvency Group in London.  He joins MoFo from
Dentons.  Mr. Morris has extensive experience in restructuring
and insolvency matters as well as a strong background in banking
and finance.

Morrison & Foerster is a preeminent global player in
restructuring and insolvency.  The firm has advised on a number
of high-profile recent cases, including representing Residential
Capital, LLC, one of the largest real estate finance companies in
the world, as the debtor in the biggest chapter 11 case of 2012.
In addition, the group represented the chapter 11 trustee for MF
Global in the largest chapter 11 case of 2011.  MoFo was also
instrumental in rewriting Iceland's insolvency law through its
representation of the Resolution Committee of Landsbanki Islands
hf.  Chambers USA named Morrison & Foerster "Bankruptcy Firm of
the Year" for 2013 and Law360 named the group "Bankruptcy Group
of the Year" for 2012.

The addition of Mr. Morris comes at a time of accelerated growth
for Morrison & Foerster in Europe and follows the opening of an
office in Berlin earlier this month.

Gary Lee, chair of Morrison & Foerster's Business Restructuring &
Insolvency Group, said, "The growth of our Business Restructuring
& Insolvency Group is a key component of MoFo's strategic
development.  The addition of Howard comes at a crucial time with
significant levels of corporate debt still to be restructured
across the UK and more widely in Europe.  His experience and
track record make him the ideal individual to head this group in
London. Distressed investors are increasingly looking for
opportunities in Europe and this appointment demonstrates our
continued commitment to our clients in this area."

Mr. Morris' practice will focus on cross-border and pan-European
transactions and insolvency proceedings.

Trevor James, managing partner of Morrison & Foerster's London
office, said, "Howard is a superb addition to the firm in London
and his arrival gives a significant boost to our global
restructuring capabilities.  We are delighted that he has decided
to join us as he is a fine lawyer with a well-deserved
reputation."

Mr. Morris added, "Morrison & Foerster's terrific global
reputation, coupled with the global scale of its market leading
restructuring and insolvency practice, make the firm the obvious
choice for me.  The firm has a collegial culture, first-class
lawyers and a fabulous global client base."

Mr. Morris joined Dentons' legacy firm Denton Hall in 1991 and,
in addition to his core practice, held a number of senior
positions during his time with the firm.  Notably he played a
lead integration and client development role following the merger
between Denton Wilde Sapte LLP and U.S.-based Sonnenschein Nath &
Rosenthal LLP in September 2010.  Prior to joining Dentons, Mr.
Morris worked at Allen & Overy and practiced as a barrister for
more than six years.  He graduated from Queen Mary College,
University of London in 1978, qualified as a barrister in 1979
and as a solicitor in 1990.

                    About Morrison & Foerster

Morrison & Foerster -- http://www.mofo.com-- is a global firm.
With more than 1,000 lawyers in 17 offices in key technology and
financial centers in the United States, Europe and Asia, the firm
advises the world's leading financial institutions, investment
banks and technology, telecommunications, life sciences and
Fortune 100 companies.


                            *********

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

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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.


                 * * * End of Transmission * * *