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

                           E U R O P E

          Thursday, December 5, 2013, Vol. 14, No. 241

                            Headlines


B O S N I A   &   H E R Z E G O V I N A

BOSNIA & HERZEGOVINA: Moody's B3 Rating Constrained by Politics


B U L G A R I A

CHIMCO: Bulgarian Government Draws Up Financial Plan


F I N L A N D

FIRST QUANTUM: Moody's Puts Ba3 Ratings on Review for Downgrade


F R A N C E

GROUPE DOUX: Exits Administration After Continuation Plan OK'd
FCC MINOTAURE 2004-1: Fitch Affirms 'BB' Rating on Class C Notes


G E R M A N Y

HYPOTHEKENBANK FRANKFURT: Fitch Raises Hybrids Ratings to 'B+'
SGL CARBON: Moody's Lowers CFR to 'B1' & Maintains Neg. Outlook
THYSSENKRUPP AG: Moody's Affirms 'Ba1' PDR; Outlook Still Neg.
THYSSENKRUPP AG: Moody's Says Buyout Neg. Financially for Nippon


G R E E C E

GREECE: Fitch Affirms 'B-' Currency IDRs & Bonds Ratings
HELLENIC TELECOM: Moody's Upgrades CFR to 'B2'; Outlook Stable
NAT'L BANK OF GREECE: Fitch Lifts Mortgage Bonds Rating to B+


I T A L Y

ASTALDI SPA: Fitch Assigns 'B+' Long-Term Issuer Default Rating
ERICE FINANCE: Moody's Withdraws Ba1 Rating on Class B Notes
FINMECCANICA FINANCE: Moody's Rates EUR700MM Unsec. Notes Ba1
SEAT PAGINE: Moody's Lowers CFR & Sr. Secured Bond Ratings to C
WIND TELECOMUNICAZIONI: S&P Raises CCR to 'BB-'; Outlook Stable


I R E L A N D

DME AIRPORT: Fitch Rates US$300MM Senior Unsecured Notes 'BB+'


K A Z A K H S T A N

IC ALLIANCE-LIFE: Fitch Corrects Text of November 29 Release


L U X E M B O U R G

ALTICE VII: S&P Revises Outlook to Stable & Affirms 'B+' CCR
ARDAGH PACKAGING: Moody's Lowers Corporate Family Rating to B3
ARDAGH PACKAGING: S&P Assigns 'B+' Rating to US$675MM Term Loan B


N E T H E R L A N D S

ARENA 2007-I BV: Fitch Lowers Rating on Class E Notes to 'Bsf'
FAB CBO 2003-1: Moody's Lifts Rating on EUR6.6MM Notes to 'Ba2'
NORTH WESTERLY: Fitch Rates EUR21MM Class E Notes 'BB(EXP)sf'


N O R W A Y

BW GROUP: Moody's Confirms 'Ba2' CFR & Sr. Sec. Bond Rating


P O L A N D

POLAND: Records 70 Corporate Bankruptcies in November
POLIMEX SA: Creditors Agree to Delay Capital Increase, Payment


P O R T U G A L

CAIXA GERAL: Moody's Affirms Ba3 Debt Rating; Outlook Stable
PORTUGAL: Fitch Says Banks' Bad Debt to Rise Slow in 2014


R U S S I A

ALFASTRAKHOVANIE PLC: Fitch Raises IFS Rating to 'BB'
IFC RFA-INVEST: S&P Assigns 'B-' Issuer Credit Rating
MASTER BANK: Has a Bankruptcy Suit Filed by Russia Central Bank
RUSSIAN STANDARD: S&P Affirms 'B+/B' Ratings; Outlook Negative
TRANSOIL LLC: Moody's Changes Outlook on 'Ba3' CFR to Positive

TRANSTELECOM JSC: Fitch Revises Outlook to Neg. & Affirms B+ IDR
VELES CAPITAL: S&P Raises LT Counterparty Credit Rating to 'B+'


S L O V E N I A

FACTOR BANKA: Moody's Withdraws 'Ba1' Sr. Unsecured Rating
RIMSKE TERME: Terme Resort Buys Business for EUR8.5 Million
SVEA: Files for Bankruptcy After Failure to Obtain State Aid
TELEKOM SLOVENIJE: Moody's Cuts CFR & Sr. Unsecured Rating to Ba2


S P A I N

AYT CAJA: Fitch Affirms 'BB+' Rating on Class C Notes
BBVA EMPRESAS 6: Fitch Affirms 'BBsf' Rating on Class C Notes
EMPRESAS HIPOTECARIO 3: Fitch Affirms 'CC' Rating on Cl. C Notes


S W E D E N

SAAB AUTOMOBILE: Makes Its Latest Comeback


S W I T Z E R L A N D

CREDIT SUISSE: Fitch Rates USD Tier 1 Capital Notes 'BB+(EXP)'


U N I T E D   K I N G D O M

DECO 8: Fitch Affirms 'Dsf' Rating on Class G Notes
EUROSAIL-UK 2007-5: Fitch Cuts Ratings on 3 Note Classes to 'D'
LONDON BRONCOS: Positive Talks" as They Battle Administration
MENZIES HOTELS: Topland Snaps Up US$139M in UK-Based Hotel Assets
TAYLOR WIMPEY: S&P Raises LT Corp. Credit Rating to 'BB+'

TRITON: S&P Lowers Rating on Class F Notes to 'B-'
UK: Moody's Says Performance Trend of UK RMBS Remains Stable


X X X X X X X X

EUROPE: Nordic Banks Could Absorb Higher Risk Weights in 2014

* Upcoming Meetings, Conferences and Seminars


                            *********


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B O S N I A   &   H E R Z E G O V I N A
=======================================


BOSNIA & HERZEGOVINA: Moody's B3 Rating Constrained by Politics
---------------------------------------------------------------
In a report published Dec. 2, 2013, Moody's Investors Service
says that Bosnia and Herzegovina's B3 rating with stable outlook
remains constrained by the complexities of the country's
political system, the depletion of its productive base, still
wide external deficits and the country's substantial
unemployment.

The rating agency's report is an annual update to the markets and
does not constitute a rating action.

Moody's notes that Bosnia and Herzegovina's constitution has
effectively become a roadblock to effective governance
domestically and that efforts to improve the system's
functionality continue to be hampered by inter-ethnic
disagreements. Moreover, these disputes have delayed approvals of
legislative changes needed to qualify for EU candidate status and
will continue to undermine the country's ability to adhere to
conditionalities set out in its current stand-by arrangement
(SBA) with the IMF. Also constraining the rating is Bosnia's
limited access to external finance and the economy's
vulnerability to weakness in the euro area. Overall, Bosnia has
registered tepid economic growth since the global financial
crisis and constrained household incomes, high unemployment and
weaker capital inflows mean that economic growth is unlikely to
return to pre-2007 levels.

Conversely, Moody's notes that Bosnia's credit strengths include
its favorable government debt profile relative to its rating
peers, as its debt is mainly owed to multilateral and bilateral
creditors on concessional terms. Moreover, the currency board
arrangement has operated smoothly since its introduction after
the war, and the country's external vulnerability indicator is
lower than both its rating peers and other emerging market
countries with currency boards. Still, large external trade and
current account deficits and the lack of access to the private
global capital market make the economy heavily dependent on
capital inflows from concessional lenders.

Moody's says that Bosnia's ratings could be upgraded if (1) its
institutions were strengthened through the implementation of
structural reforms and/or streamlining of the policymaking
process; (2) inter-entity relations were to improve; and/or (3)
the country were to qualify for EU member candidacy status.
Downward rating pressure could emerge if the country failed to
comply with the IMF SBA, which would disrupt disbursements and
put concessional external financing out of reach. An ongoing
failure to implement either the constitutional reforms needed to
deepen Bosnia's integration with the EU or the economic reforms
demanded by multilateral and bilateral creditors could also
result in a downgrade.



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B U L G A R I A
===============


CHIMCO: Bulgarian Government Draws Up Financial Plan
----------------------------------------------------
SeeNews reports that the Bulgarian economy ministry said the
government plans to revive insolvent fertilizer plant Chimco.

According to SeeNews, Dragomir Stoynev, as quoted in a press
release of the ministry on Saturday, said that a financial plan
for reviving the plant in Vratsa, in the northwest of the
country, has been prepared.

Local daily newspaper Standart on Monday quoted Mr. Stoynev as
saying that Bulgaria will invest some BGN50 million
(US$34.6 million/EUR25.6 million) in the plant, SeeNews relates.

Chimco, which halted operations in 2003, used to be Bulgaria's
biggest urea producer with an output capacity of 800,000 tonnes
annually, accounting for approximately 3.5% of global production,
SeeNews discloses.  The plant produced ammonia, carbon dioxide,
argon and various types of catalysts, as well, SeeNews notes.  It
was declared bankrupt in 2004, SeeNews recounts.



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F I N L A N D
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FIRST QUANTUM: Moody's Puts Ba3 Ratings on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed all the ratings of First
Quantum Minerals ('FQM'; rated Ba3) on review for downgrade
following the disclosure by the company, in a press release dated
November 27, 2013, that a dispute has arisen with certain
bondholders who are claiming that a breach of terms has occurred
under the indentures of two bonds of FQM (Akubra) Ltd totalling
nearly US$2 billion. FQM Akubra is a subsidiary of FQM that
amalgamated with Inmet Mining Corporation ('Inmet') earlier this
year following the completion of a tender offer for Inmet made by
FQM.

"The review for downgrade reflects Moody's concerns regarding the
potential negative consequences for FQM of a legal dispute
involving nearly US$2 billion worth of notes," says Gianmarco
Migliavacca, a Moody's Vice President -- Senior Analyst and lead
analyst for FQM. "The dispute creates uncertainty and could end
up with an acceleration of the debt, which could have a negative
impact on the company's liquidity position if not proactively
addressed by management, although acceleration is not considered
a likely outcome at this stage."

Ratings Rationale:

The initiation of the review is ultimately driven by the
possibility that any resolution of the legal dispute could
negatively affect FQM's liquidity position, should the dispute
lead to the company having to redeem the bonds early or make any
other compensatory payments. Should the dispute remain unresolved
for a period of time, it could also negatively affect the
company's ability to raise further funding to pursue its
substantial capex plan, particularly with respect to its key
projects, including Sentinel and Cobre Panama, while also taking
into consideration the June 2014 maturity of FQM Akubra's $2.5
billion Revolving Credit Facility.

The review will focus on the potential risks that this dispute is
creating and the extent to which any contingency plans the
company is pursuing will mitigate those risks.

Affected Ratings:

First Quantum Minerals Ltd

   -- Corporate family rating -- Ba3

   -- Probability of default rating -- Ba3-PD

   -- US$350 million of 7.25% senior notes due 2019 -- B2/LGD6

FQM (Akubra) Ltd (formerly Inmet Mining Corporation)

   -- US$1,500 million of 8.75% senior notes due 2020 -- B1/LGD5

   -- US$500 million of 7.5% senior notes due 2021 -- B1/LGD5

First Quantum Minerals Ltd (FQM), headquartered in Canada and
listed on the Toronto, London and Lusaka Stock Exchanges, is a
medium-sized mining company with a large operation in Zambia,
where it manages Kansanshi, a large and low-cost copper and gold
deposit. FQM also operates a small copper and gold mine in
Mauritania, a junior nickel mine in Australia and a junior
nickel-copper mine in Finland. Following the acquisition of
Inmet, FQM has gained access to one of the world's largest copper
deposits, Cobre Panama, as well as to small copper and zinc
mining operations in the EMEA region. The pro-forma combined
revenues of FQM and Inmet in 2012 were just above US$4.0 billion.



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F R A N C E
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GROUPE DOUX: Exits Administration After Continuation Plan OK'd
--------------------------------------------------------------
Dean Best at just-food reports that Groupe Doux has left
administration after 18 months, after securing court backing for
a change of ownership at the company.

According to just-food, a court in Quimper on Nov. 29 approved
Doux's "continuation plan", which includes investment fund D&P
taking a majority stake in the company.

Doux entered administration last June with debts of EUR430
million (US$582.6 million), just-food recounts.  Commodity costs
were a key factor in Doux amassing the debts although the company
ran up around EUR200 million in debts from a failed venture in
Brazil, just-food discloses.

In its time in administration, Doux has restructured the
business, selling off plants and modernizing others, just-food
relays.  It has said it has returned into the black, just-food
notes.

D&P, controlled by French businessman Didier Calmels, is set to
take a 52.5% stake in Doux, just-food says.  According to
just-food, Almunajem, which distributes Doux's products in Saudi
Arabia, will own 25% of the business.  The Doux family will
retain a 22.5% stake, just-food states.

Doux is a French poultry group.


FCC MINOTAURE 2004-1: Fitch Affirms 'BB' Rating on Class C Notes
----------------------------------------------------------------
Fitch Ratings has affirmed four French RMBS transactions
originated by Electricite de France (EDF; A+/Stable/F1) and/or
Gaz de France (GDF, not rated) and their subsidiaries as follows:

Electra 1

EUR39.8m Class A4 notes affirmed at 'AAAsf', Outlook Stable
EUR6.7m Class B notes affirmed at 'Asf', Outlook Stable

Loggias 2001-1

EUR86.1m Class A notes affirmed at 'AAAsf', Outlook Stable
EUR3.8m Class B notes affirmed at 'BBBsf', Outlook revised to
  Stable from Negative

Loggias 2003-1

EUR110.1m Class A notes affirmed at 'AAAsf', Outlook Stable
EUR4.5m Class B notes affirmed at 'Asf'; Outlook Stable

FCC Minotaure Compartment 2004-1

EUR127.6m Class A notes affirmed at 'AAAsf', Outlook Stable
EUR7.9m Class B notes affirmed at 'BBBsf', Outlook Stable
EUR0.3m Class C notes affirmed at 'BBsf'; Outlook Stable

Key Rating Drivers:

The affirmations reflect the transactions' ongoing sound
collateral performance and the credit support available to the
notes. The revision of the Outlook to Stable from Negative on
Loggias 2001-1's class B notes is a result of the transaction
entering accelerated amortization (sequential amortization with
no excess spread released out of the structure) in September
2013. This eliminates the potential for any further decrease in
the available OC.

In all the transactions, cumulative defaults have been lower than
originally assumed to date. Electra 1 (the most seasoned
transaction) has shown higher cumulative defaults to date --
currently standing at 1.4% of its initial collateral balance --
compared with the other transactions. As of the latest reporting
period, Loggias 2001-1 reported defaults of 1.3%, while Loggias
2003-1 has cumulative defaults of 0.9%. FCC Minotaure 2004-1's
performance is in line with that of Loggias 2003-1, with
cumulative defaults of 0.7% as of the same period.

For all transactions, the issuer purchased the underlying
portfolio at a discount, thereby providing overcollateralization
(OC), with a view to diverting excess principal to interest
payments during the transaction's life. This was to ensure that
the yield on the loans is sufficient to cover the interest due on
the notes. Under normal amortization (pro-rata amortization of
the rated notes), on each payment date, a portion of the
effective principal collection amount was diverted as excess
spread so that the actuarial yield of the portfolio (taking into
account the OC) was maintained at its initial level. This
mechanism means that the available OC diminishes over time, with
the portfolio remaining life shortening until the transaction
enters accelerated amortization (sequential amortization with no
excess spread released out of the structure).

Loggias 2001-1 entered accelerated amortization in September
2013. Electra 1 entered deferred amortization (equivalent to
accelerated amortization) in November 2012 while Loggias 2003-1
and FCC Minotaure 2004-1 entered into early amortization in
November 2011 and October 2012, respectively.

Rating Sensitivities:

Electra 1, Loggias 2001-1, Loggias 2003-1 and FCC Minotaure
Compartment 2004-1 were set up to refinance portfolios of
residential loans jointly granted by EDF, GDF and their
subsidiaries to their employees. The majority of the loans do not
benefit from any security (e.g. a mortgage or death/invalidity
insurance) but loan instalments are deducted directly from the
salaries of employees. Defaults are recorded in case of death,
temporary or permanent disability of a borrower, and when over-
indebtedness, bereavement and/or change in family status lead to
an early termination. Any significant deviation in one of these
factors would lead to negative rating actions.

Conversely, prepayments could be a driver of positive rating
actions. Prepayments are positive for all transactions due to the
negative excess spread carried out by the structures.



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G E R M A N Y
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HYPOTHEKENBANK FRANKFURT: Fitch Raises Hybrids Ratings to 'B+'
--------------------------------------------------------------
Fitch Ratings has upgraded Hypothekenbank Frankfurt AG's (HF, A-
/Stable) hybrid instruments, EUROHYPO Capital Funding Trust I and
EUROHYPO Capital Funding Trust II, to 'B+' from 'C'.

Key Rating Drivers and Rating Sensitivities - Hybrid Securities:

Fitch has upgraded the legacy Tier 1 securities after the trustee
has made forgone capital payments to the holders of the trust
preferred securities for the years 2009-2012 in line with HF's
agreement. In addition, EUROHYPO Capital Funding Trust I and II's
trustee has announced that the trigger for coupon payments of the
trust preferred securities has changed.

Before the announcement payments were dependent on sufficient
distributable profit in HF's unconsolidated German GAAP accounts.
As of the day of the announcement it is considered that
sufficient distributable profits are available for any fiscal
year as long as the domination and profit and loss transfer
agreement dated June 26, 2007 between Commerzbank Inlandsbanken
Holding GmbH and HF remains in effect. Commerzbank Inlandsbanken
Holding GmbH is a wholly-owned subsidiary of Commerzbank
(A+/Stable).

Because payments are now linked to the existence of the profit
and loss transfer agreement, Fitch rates EUROHYPO Capital Funding
Trust I and II at the level of Commerzbank's own hybrid
instruments (rated B+).

Fitch typically rates Tier 1 securities that have a distributable
profit trigger four notches below banks' VRs, two notches each
for high loss severity and high non-performance risks. Because HF
is in run down and has no VR, Fitch views Commerzbank's 'bbb-' VR
as the initial source of support for HF's debt, should it be
required, given Patronatserklaerung and the existence of a profit
and loss transfer agreement.

In Fitch's view there would likely be greater non-performance
risk on HF's hybrids than there is on Commerzbank's own hybrid
instruments, although this is not currently expressed in wider
notching. This is because HF is in wind down and its large size
relative to Commerzbank means a situation could arise where
additional support for HF ultimately needs to be channelled from
federal sources.

Under such circumstances, support for hybrid instruments cannot
be assumed, given the precedent in the EU for subordinated debt
burden-sharing. However, EUROHYPO Capital Funding Trust I and
II's capital payments are now "must"-payments as long as the
profit and loss transfer agreement exists, which Fitch believes
links the non-performance risks of the instruments firmly to the
non-performance risks of similar hybrid securities of
Commerzbank.

EUROHYPO Capital Funding Trust I and II's ratings are sensitive
to the termination of the profit and loss transfer agreement and
to changes of Commerzbank's VR.


SGL CARBON: Moody's Lowers CFR to 'B1' & Maintains Neg. Outlook
---------------------------------------------------------------
Moody's Investors Service has downgraded SGL Carbon SE's
corporate family rating (CFR) to B1 from Ba3 and probability of
default rating (PDR) to B1-PD from Ba3-PD. In addition, Moody's
has downgraded to Ba3 from Ba2 the rating on the company's
existing EUR 200 million of senior secured floating-rate notes
due 2015. The outlook on all ratings remains negative.

"Our downgrade of SGL Carbon's CFR to B1 reflects the material
deterioration in the state of SGL's business units Graphite
Electrodes and Graphite Specialties and our renewed view that the
company may not fully recover its historical profitability in the
next two years, or credit metrics appropriate for the Ba3 rating
category," says Hubert Allemani, a Moody's Vice President -
Senior Analyst and lead analyst for SGL Carbon.

Ratings Rationale:

Rating action reflects SGL Carbon's significant declining
performance to date, as evidenced by the company's reported 52%
drop in EBITDA before non-recurring charges for the nine months
to Sept 2013. Reported EBITDA margins before non-recurring
charges have halved from 15% in the first 9 months of 2012 to
7.4% in the first 9 months of 2013. Moody's believes that the
weakness in the company's end markets, particularly electrical
steel, solar and semiconductor industries could continue in 2014,
and delay the recovery of profitability.

Moody's believes that the current conditions of overcapacity and
price pressure in the graphite electrode market will continue to
negatively affect SGL's trading and financial performance.
Moody's further believes that global demand for graphite
electrodes is cyclically depressed, in line with weakened global
steel demand and improved operational process within steel
production by electric arc furnace. While the rating agency
expects global steel demand to grow, it does not expect the
growth to be strong enough to support a rapid rebound in SGL's
core market.

Moody's notes that SGL has implemented cost reduction programs
and a reduction in the capacity produced. These actions will help
support the profitability going forward, but Moody's does not
anticipate them resulting in a significant profitability rebound.

After Moody's standard adjustments, SGL Carbon's EBITDA margin
fell to 8.4% over the 12 months ending 30 Sept 2013, from 11.8%
for 2012. Over the same period, retained cash flow (RCF) / debt
fell to 0.2% from 9%, and debt/EBITDA rose to 8.6x from 6.8x.

Moody's retained the negative outlook because although SGL Carbon
has started to adapt its cost structure to the new market
conditions to improve efficiency, Moody's believes that it will
require some time before SGL can recover the lost profitability
margins. Furthermore, there are execution risks associated with
such restructuring actions and uncertainties around the time
line.

Moody's believes that SGL Carbon's liquidity should be adequate
to cover its near term requirements. Cash on balance sheet at
September 30, 2013 was EUR178 million. Internally generated cash
flow and a currently EUR200 million revolving credit facility
should cover the company's ongoing basic cash needs, such as debt
service, working capital needs and expected capital expenditures.
However, Moody's notes that SGL has an outstanding EUR200 million
senior secured notes maturing in May 2015.

What Could Change the Rating Up/Down:

Moody's could stabilize the rating outlook following an
improvement in market conditions that would lead to an EBITDA
margin reaching 12%, and subsequent debt reduction by SGL Carbon,
which together indicate the potential for debt/EBITDA to reach
7.0x and the achievement of positive free cash flow. Given the
rating action and associated negative outlook, Moody's does not
expect any near term upward pressure on the rating.

Conversely, Moody's would likely downgrade SGL Carbon's rating
if, over the first half of 2014, the company's end markets and/or
credit metrics fail to exhibit some signs of stability, and in
particular debt to EBITDA ratio remaining above 8.0x; EBITDA
margins remaining under 10%; or the company being free cash flow
negative.

Headquartered in Wiesbaden, Germany, SGL Carbon SE is one of the
world's leading manufacturers of carbon- and graphite-based
products. For FYE 2012, SGL generated revenues of EUR1.7 billion
and Moody's-adjusted EBITDA of EUR202 million.


THYSSENKRUPP AG: Moody's Affirms 'Ba1' PDR; Outlook Still Neg.
--------------------------------------------------------------
Moody's Investors Service has affirmed ThyssenKrupp AG's
corporate family rating (CFR) and probability of default rating
(PDR) at Ba1 and Ba1-PD, respectively. Concurrently, the rated
debt of ThyssenKrupp AG and ThyssenKrupp Finance Nederland B.V.
was affirmed at Ba1, including provisional ratings. The outlook
on all ratings remains negative.

"We have affirmed ThyssenKrupp's Ba1 ratings primarily because
the group's trading performance stabilized in its fiscal year
ending September 2013," says Hubert Allemani, a Moody's Vice
President -- Senior Analyst and lead analyst for ThyssenKrupp.
"The affirmation also reflects ThyssenKrupp's commitment to
further reduce its debt, including by using the net proceeds
following the completion of the partial divestment of its Steel
Americas business and the 10% capital increase just announced."

Ratings Rationale:

Moody's decision to affirm ThyssenKrupp's Ba1 ratings reflects
the stabilization of the group's trading performance over its
fiscal year ending (FYE) September 2013. The affirmation also
reflects ThyssenKrupp's commitment to further reduce its debt
beyond the achievement of FYE2013. To achieve this, the group
completed a 10% capital increase (resulting in a gross proceed of
EUR882 million), and also intends to use the net proceeds of the
divestment of the US processing plant of its Steel Americas
business (US$1.55 billion).

At the end of FYE September 2013, ThyssenKrupp reported company-
adjusted EBIT from continuing operations of EUR599 million
(including Steel Americas) and EUR1,094 million excluding Steel
Americas, which represents a slight improvement in its financial
results vs. the previous year and point to a stabilization of the
group's performance. ThyssenKrupp's reported EBIT as at this date
was positive for each of its five core business areas. On the
back of this slight improvement and benefitting from the gains
realised through optimization and cost reduction programs, the
group also managed to reduce the level of the negative free cash
flow (FCF) before divestments. Even if it has noticeably
decreased, cash flow burn at Steel Americas remains material
despite the improvements achieved in the production process and
higher utilization rate.

Given that ThyssenKrupp has not completed the disposal of Steel
Americas in FYE September 2013 as initially anticipated, the
group has higher leverage than is expected for a Ba1 rating.
However, on a Moody's-adjusted basis, the rating agency expects
the group's leverage to decrease to the more satisfactory level
of around 4.5x by the end of FYE September 2014. The expected
reduction in leverage will be mainly driven by the application of
net proceeds from the partial divestment of Steel Americas and
the 10% capital increase. This expected deleveraging also
incorporates Moody's expectation that ThyssenKrupp's EBITDA (as
adjusted by Moody's) will grow in FYE September 2014 to reach
EUR2.8 billion, sustaining further cash flow and deleveraging.

ThyssenKrupp's ratings are also supported by (1) continued
operational improvements, with the group's profitability
benefiting from its portfolio optimization program (Strategic Way
Forward), through which ThyssenKrupp has aggressively pruned
assets and refocused on the more profitable and stable capital
goods businesses; and (2) the company's push for efficiency gains
(upsized now to more than EUR2.3 billion over three years). In
Moody's opinion, the cumulative effect of ThyssenKrupp's
efficiency programs will bring to end an extended period of
negative free cash flow (before divestments) for the group ,
although this was not the case in 2013. These programs will also
have the effect of strengthening ThyssenKrupp's operating
performance going forward. The ratings further reflect (3) that
ThyssenKrupp's capital goods business currently have fairly
healthy order books; and (4) a reduction in the group's net
financial debt (to EUR5 billion at the end of September 2013 from
EUR5.8 billion at the end of September 2012, as reported by the
company), mostly as a result of proceeds from the disposal of
Inoxum (during Q1 FYE 2013) and, more recently, Tailored Blanks.

However, the ratings remain constrained by weak financial metrics
at the end of 2013, particularly the group's EBIT margin, which
is below 3%, and FCF/debt, which remains negative (based on
Moody's adjustments and including Steel Americas). ThyssenKrupp
has had to account for a full year of loss absorption and cash
outflow from Steel Americas in 2013, which is weighing on the
group's results. Furthermore, ThyssenKrupp's inability to
deleverage following asset disposals in 2013 led to a high
leverage no better than 6.5x.

Moody's notes that following ThyssenKrupp's divestment of its US
processing plant, the group will own a single Steel Americas
division, the Brazilian production plant CSA, which will be
reintegrated continuing operations. CSA is an integrated iron and
steel mill producing mainly slabs for the local and export
markets, and is a currently loss-making and cash-burning entity.
After the sale of the US processing plant of Steel Americas,
Moody's does not foresee any divestment of the Brazilian asset in
the near future. Therefore, in the rating agency's view,
ThyssenKrupp will have to continue to support and enhance CSA's
profitability to make it at least a breakeven, cash-flow-neutral
entity. The timing of such a transformation is uncertain, and
having to provide financial support to CSA will continue to weigh
on ThyssenKrupp's group profitability and cash flow. However,
Moody's believes that ThyssenKrupp's long-term commercial
agreement with the acquirers of the US processing plant to
provide 2 million tons of slabs per year will help CSA to
maintain an adequate level of utilization rate.

Liquidity:

ThyssenKrupp's liquidity is good and Moody's expects it to remain
adequate over the next year. ThyssenKrupp has EUR1.9 billion of
debt maturing in FY2014, which the rating agency expects the
group will be able to meet without its cash flow coming under
pressure. At September 30, 2013, ThyssenKrupp's available
liquidity amounted to EUR7.3 billion, consisting of EUR3.9
billion in cash and cash equivalents and EUR3.4 billion of
undrawn committed credit lines. Some EUR2.5 billion of the
group's committed credit lines will be due for renewal in
July 2014. This line has remained undrawn in 2013 and Moody's
assumes that the company will pursue its renewal prior to July
2014.

Rationale for Negative Outlook:

The rating anticipates that ThyssenKrupp's metrics will
strengthen from a low base during 2014, including leverage,
measured by debt/EBITDA, decreasing to around 4.5x.The negative
rating outlook reflects Moody's expectation that the rating will
be weakly positioned for the next 12 months with high leverage
and an improving steel business but with low operating
performance. Execution risk around the divestment process
(regulatory hurdles) and a weakening steel market that would
negatively affect operating performance are the main downside
risks to the rating.

What Could Change the Rating Up/Down:

Moody's could stabilize the rating outlook following an
improvement in market conditions and subsequent debt reduction by
ThyssenKrupp, which together indicate the potential for adjusted
debt/EBITDA to move towards 3.5x over time and the achievement of
positive free cash flow for the consolidated group. Longer term,
Moody's could upgrade the rating if (1) there is an appreciable
improvement in the outlook for the company's businesses; (2) the
company maintains strong liquidity; (3) its adjusted debt/EBITDA
approaches 3.0x; and (4) its retained cash flow/debt is greater
than 16%.

Conversely, Moody's could downgrade the ratings if (1) market
conditions for ThyssenKrupp's business areas return to the
negative trend experienced in the previous year; (2) the rating
agency expects the group's leverage, as measured by Moody's-
adjusted debt/EBITDA, to be greater than 4.5x by FYE 2014; (3)
free cash flow is, or Moody's expects it to be, negative over
multiple quarters; and (4) the group's equity level does not
improve or continues to be adversely affected by material
impairments.

ThyssenKrupp is a diversified industrial conglomerate operating
in around 80 countries and Germany's largest steelmaker. In the
fiscal year ended September 30, 2013, ThyssenKrupp generated
sales from continuing operations of approximately EUR39 billion.


THYSSENKRUPP AG: Moody's Says Buyout Neg. Financially for Nippon
----------------------------------------------------------------
Nippon Steel & Sumitomo Metal Corporation's (NSSM, A3 negative)
planned joint purchase of Thyssenkrupp Steel USA, LLC (TKUS, not
rated) is modestly negative financially, but positive
operationally, for the Japanese steelmaker.

On November 30, 2013, NSSM announced an agreement with
ThyssenKrupp AG (Ba1 negative) and ArcelorMittal SA (Ba1
negative). According to the agreement, NSSM and ArcelorMittal
will purchase TKUS for US$1.55 billion through a joint venture.
This will be the second time that NSSM and Arcelormittal will
team up in the region. Therefore, there will be less risk in
regard to governance issues for the joint venture.

With this new venture, both participants will strengthen their
ability to reliably supply high-end automotive products to US-
located customers. Specifically, NSSM will be positioned to meet
growing demand from Japanese automakers operating in the US.

The transaction for the Alabama plant is expected to close by
mid-2014, subject to customary regulatory and other approvals.

NSSM's A3 senior unsecured debt rating is under pressure because
of its high leverage, which significantly surpasses that of its
global peers. In this context, while the acquisition's cost is
within the amount set under NSSM's Mid-Term Management Plan, the
transaction -- because of the expected rise in debt or fall in
cash compared to the case without the acquisition -- will
nevertheless modestly delay those improvements to leverage needed
to maintain its rating.

Currently, the A3 rating factors in the expectation that leverage
will fall to below the downgrade trigger of 3.75x, as measured by
debt/EBITDA, over the next 12-18 months. Therefore, any slowdown
in progress towards this level would be credit negative.

Furthermore, absolute leverage metrics continue to underperform
those of the company's global peers and do not fully support the
current rating. As a result, continued falls in leverage are
important for supporting the rating. Prior to the announcement of
the TKUS deal, Moody's notes that debt/ EBITDA had improved to
4.9x for the 12 months to September 2013 from 7.9x for FYE3/2013.
As EBITDA rose, NSSM had applied cash flow to reduce debt.

Overall, the company's financial strength has significantly
improved on a quarter-on-quarter basis in the past 6-9 months.
Operating margins strengthened markedly to 3.3% for the 12 months
to September 2013 from 0.7% for FYE3/2013.

These improvements have been due to the weaker yen, a rise in
domestic demand for steel products from the auto and construction
industries, and the rapid implementation of synergies and other
cost cuts associated with the merger of Nippon Steel Corporation
and Sumitomo Metal Industries. Moody's expects NSSM's operating
margin to improve to over 4% on a sustained basis.

The company increased its production of automotive sheets to
expand its global supply network for its automotive customers. It
supplies high grade steel to the key Japanese automakers and
other North American customers from its I/N Tek (cold-rolled
steel products) and I/N Kote (coated products) units. Both are
joint ventures with ArcelorMittal in Indiana.

The production facilities of TKUS, located in Calvert, Alabama,
include a hot strip mill, a continuous pickling line, a pickling
line & tandem cold rolling mill, a continuous annealing line, and
three hot-dip galvanizing lines.

TKUS has, in Moody's opinion, underperformed as a result of low
capacity utilization rates. Stronger earnings could result if the
new owners increase utilization based on NSSM's strong ties with
the Japanese automakers and Arcelormittal's well-established
customer relationship in the US. Alabama is the home of about 15
auto companies, including Japan's three majors, Toyota, Nissan
and Honda.

Moody's will closely monitor the pace of progress of the
acquisition with a focus on NSSM's progress towards lowering
leverage, including debt/EBITDA below 3.75x over the coming 12-18
months.



===========
G R E E C E
===========


GREECE: Fitch Affirms 'B-' Currency IDRs & Bonds Ratings
--------------------------------------------------------
Fitch Ratings has affirmed Greece's Long-term foreign and local
currency Issuer Default Ratings (IDR) at 'B-'. The issue ratings
on Greece's senior unsecured foreign and local currency bonds
have also been affirmed at 'B-'. The Outlooks on the Long-term
IDRs are Stable. The Short-term foreign currency IDR has been
affirmed at 'B' and the Country Ceiling upgraded to 'B+' from
'B'.

Key Rating Drivers:

The affirmation and Stable Outlooks reflect the following
factors:

Greece is on course to eliminate longstanding macroeconomic
imbalances and there has been no repetition of the protracted
delays in EU-IMF disbursements that marred previous years. Fitch
expects negotiations with the Troika (EU-IMF-ECB) on the fifth
review of the Economic Adjustment Programme (EAP) to reach a
satisfactory conclusion by year-end. Near term, Greece is fully
funded until February 2014. Fitch acknowledges that there are
programme funding shortfalls of EUR11bn in 2014-15, but believes
various options should be available to address these.

The Greek economy's ability to adjust and recover is crucial to
the restoration of sovereign creditworthiness. To date,
adjustment has taken place chiefly through recession and
unemployment. Recovery still hangs in the balance. However, the
rate of contraction of real GDP has slowed to 3% in 3Q from 5.6%
y-o-y in 1Q, while unemployment appears to be levelling out,
albeit at a record high of 27%. Fitch has revised its real GDP
forecast for 2013 to negative 4% from negative 4.3%, leaving 2014
unchanged at 0.5%.

Primary fiscal surpluses are in sight, holding out the prospect
of a stabilization in the public debt/GDP ratio. The draft 2014
budget estimates that Greece should realise a primary surplus of
0.4% of GDP in 2013 and a headline deficit of 2.2% of GDP, down
from 6.1% in 2012, excluding bank recapitalization costs. The
degree of primary fiscal adjustment -- around 11% of GDP in 2009-
13, excluding bank recapitalization costs -- has been remarkable,
while Fitch expects gross general government debt (GGGD) to
stabilize at 176% of GDP in 2014.

Greece recorded its first ever current account surplus in 1Q-
3Q13. This was mostly due to severe import compression and debt
relief. However, it also reflects a modest recovery of
merchandise exports, buoyant tourism receipts and a significant
step up in net EU transfers. Surpluses are not sustainable over
the long term. However, the stage is set for an upturn in
receipts from merchandise exports and shipping on the back of
appreciable gains in external competitiveness, incipient recovery
in the eurozone and stronger world trade.

Sustaining economic recovery will depend upon the success of
structural reforms. Greece has pushed ahead with labor market
reform. Progress has also been made restoring financial sector
stability, with all four core banks now fully recapitalized.
However, other aspects of structural reform have encountered
significant resistance from vested interests, holding back
productivity gains and forestalling stronger FDI flows.

Political risk remains significant. The current administration
has displayed much greater ownership of the EAP, but reform
fatigue is taking its toll and defections have reduced its
majority in parliament to just four MPs. An early general
election, while not Fitch's base case, could produce an anti-
austerity, anti-EU administration. However, Fitch notes that
Syriza, the main opposition party, has stepped back from its
extreme policy stance of euro exit.

Greece's sovereign ratings are underpinned by its still high
income per capita, which far exceeds 'B' and 'BB' medians, its
superior measures of governance on most counts and membership of
the eurozone, which shields it from balance of payments and
exchange rate risks and has facilitated access to unprecedented
financial assistance. The upgrade of the Country Ceiling reflects
the receding risk of Greek exit from the eurozone, coupled with
the demonstrable external market access of non-sovereign
entities.

Rating Sensitivities:

The Stable Outlook reflects Fitch's assessment that upside and
downside risks to the rating are more broadly balanced than in
the recent past. Nonetheless, the following risk factors
individually, or collectively, could trigger a negative rating
action:

   -- Failure of the economy to recover, leading to the re-
      emergence of renewed funding gaps over and above identified
      shortfalls.

   -- Renewed political and social instability, leading to early
      elections and an unravelling of the EAP, would intensify
      the risks of Greek exit from the eurozone and widespread
      default - sovereign and private sector.

Conversely, the following factors, individually or collectively,
could result in a positive rating action:

   -- Sustained economic recovery founded on solid implementation
      of the EU-IMF program and leading to GDP growth consistent
      with debt sustainability.

   -- Further fiscal consolidation, coupled with a renewed push
      on structural reforms consistent with a sustained fall in
      the public debt/GDP ratio and the restoration of market
      access.

Key Assumptions:

The ratings and Outlooks are sensitive to a number of
assumptions:

-- Political and social stability are maintained and the current
    administration remains in place.

-- Broad compliance with the EAP. The sustainability of Greece's
    public finances and its continued membership of the eurozone
    depend upon the implementation of structural and fiscal
    reforms and their effectiveness in laying the foundations for
    a sustained economic recovery.

-- Fitch assumes that Greek banks make no further material
    demands on the sovereign balance sheet beyond the EUR50
    billion already allocated for recapitalization; EUR38 billion
    has been disbursed to date.

-- Fitch assumes that GGGD/GDP will stabilize at 176% in 2014,
    subsiding gradually thereafter. However, these projections
    are sensitive to assumptions about growth, the attainment of
    primary surpluses and the realisation of privatization
    revenues.

-- Fitch assumes that Greece remains a member of the eurozone
    and does not seek to impose capital controls in the face of
    renewed strains on sovereign creditworthiness. In the event
    of a Greek exit from EMU, Fitch would treat the forcible
    redenomination of sovereign and private sector debt as a
    default event in line with its Distressed Debt Exchange
    rating criteria.

-- Fitch assumes that the risk of fragmentation of the eurozone
    remains low.


HELLENIC TELECOM: Moody's Upgrades CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating (CFR) of Hellenic Telecommunications Organization S.A.
(OTE) by two notches to B2 from Caa1. Concurrently, Moody's has
upgraded the company's probability of default rating (PDR) by
three notches to B2-PD from Caa2-PD.

In addition, Moody's has upgraded the senior unsecured ratings on
the global medium-term note program (GMTN) and the global bonds
issued by OTE PLC (OTE's fully and unconditionally guaranteed
subsidiary) to (P)B2 from (P)Caa1 and to B2 from Caa1
respectively. The outlook on all the ratings remains stable.

This rating action follows Moody's recent decision to upgrade
Greece's government (Government of, Greece) bond rating to
Caa3/Stable/NP from C/NOO/NP; and the foreign currency sovereign
ceiling to B3/NP from Caa2/NP.

"OTE remains a predominantly Greek business, headquartered in
Athens and with approximately 75% of its revenues in Greece. Its
ratings therefore remain to some extent constrained both by
Greece's government bond rating and the sovereign ceiling and
therefore Moody's has upgraded the company's ratings following
the recent upgrade of that of Greece. The company has
demonstrated a degree of resilience through the recent period of
sovereign stress and has taken steps to further insulate itself
from potential stress in the Greek economy, having now cancelled
its in-country bank debt facilities and enhanced international
banking relationships. These factors would have enabled OTE's
ratings to be positioned higher than the government's bond
rating, and at or close to the B3 country ceiling. However, there
is also the potential for support from Deutsche Telekom AG (Baa1,
stable), its largest shareholder, which continues to justify
positioning the ratings one notch above the country ceiling,"
says Carlos Winzer, a Moody's Senior Vice President and lead
analyst for OTE.

Ratings Rationale:

Rating action follows the recent upgrade of the Greek government
bond rating and the raising of the sovereign ceiling. In
addition, the upgrade reflects that, under its business plan, the
company has made good progress in terms of improving its
liquidity risk management, deleveraging, as a result of recent
asset disposals, and delivering improved operating performance in
a still very challenging market environment.

The PDR and CFR ratings are now at the same rating level,
reflecting the fact that OTE has cancelled its domestic Greek
bank debt facilities and therefore all of its debt is now subject
to English law. This reduces the risk of redenomination, which
was previously captured in the one-notch rating difference
between the CFR and PDR, with the PDR previously aligned with the
country ceiling.

Moody's notes that OTE's liquidity risk management has improved
substantially over the past few months. As a result of asset
disposals and a bond issue earlier this year, the company has a
cash buffer of around EUR1.3 billion. This, together with
expected future free cash flow generation, comfortably prefunds
OTE's cash needs beyond the next 24 months.

In addition, Moody's expects the company to sustain improved
financial ratios over the next 24 months. The rating agency notes
that the company's financial ratios have been on an improving
trend over the past two years, driven by management's execution
of its business plan, which includes mitigating the impact on the
company of the adverse macroeconomic conditions in Greece.
Specifically, Moody's recognizes management's focus on operating
expenditure containment, cash flow generation (free cash flow
expected to exceed EUR500 million in 2014) and a progressive
reduction in debt. Management has committed to a maximum reported
net debt/EBITDA ratio of 1.5x/1.6x over the next few years (the
ratio stood at 1.2x as of Q3 2013).

At B2, OTE's CFR and the rating on the bonds issued under the
company's GMTN program are one notch above the sovereign ceiling
of B3, reflecting that (1) OTE's debt is issued by a non-Greek
financial subsidiary (OTE PLC, which is domiciled in the UK and
subject to English law); (2) around 25% of OTE's revenues and 20%
of EBITDA are generated outside of Greece; (3) Moody's expects
OTE to maintain substantial cash balances of around EUR1.3
billion or more and use these to repay the bonds; and (4) the
company is subject to a degree of implicit support from its
largest shareholder, Deutsche Telekom.

Moody's recognizes the ongoing corporate restructuring process
that OTE has in place, which has contributed to (1) the recent
improvement in its EBITDA margin, liquidity risk management and
operating performance trends, the latter demonstrated in 2012 and
2013; (2) the strengthening of the company's cash flow; and (3)
significant deleveraging.

OTE's B2 CFR reflects the company's underlying business risk,
given that it operates in a very challenging market, in which
revenues remain under pressure (mid-single-digit revenue
declining trend as of Q3 year-on-year) due to weak consumer
spending and tough competition. Moody's expects OTE's operating
performance to continue to be affected by adverse macroeconomic
conditions in Greece, intense competition across all segments and
the increasing challenge the company faces to further reduce
costs while its revenues remain under pressure. However, the
rating agency believes that these factors will be mitigated by
(1) the company's strong market positions in both domestic fixed-
line and mobile services; (2) a modest degree of international
diversification, which contributes to the company's growth
outside of Greece; (3) quality of management, which has enabled
the company to cut operational expenditure to offset pressure on
revenues and contain further erosion of its EBITDA margin; and
(4) the ongoing implicit support from Deutsche Telekom.

OTE now has a strong liquidity profile and has no need to issue
more debt in the near term. Indeed, it will only do so to take
advantage of opportunities that may arise in the market. In
Moody's view, OTE's internal annual cash flow generation of
EUR550 million and cash of some EUR1.3 billion as of November
2013 should enable the company to cover its debt maturities of
EUR390 million in 2014 and EUR822 million in 2015.

The company received proceeds of EUR200 million from the sale of
HellaSat (April) and in excess of EUR570 million from the sale of
Globul (July). OTE used these proceeds to repay EUR714 million of
bonds, which matured last August, and to prepay the EUR430
million it had drawn under a revolving credit facility now
cancelled.

Rationale for Stable Outlook:

The stable outlook on the ratings reflects Moody's expectation
that OTE will maintain a strong liquidity profile and continue to
improve its credit metrics on a sustainable basis. It mirrors the
stable outlook on Greece, which reflects the lack of scope for an
upgrade absent an upgrade in Greece's rating, or an increase in
the country ceiling, or more explicit support from Deutsche
Telekom.

What Could Change the Ratings Up/Down:

In the absence of a more explicit statement of support from
Deutsche Telekom, Moody's currently expects no upward pressure on
OTE's ratings in the short term, as reflected by the stable
outlook. However, Moody's could change the outlook on the ratings
to positive if the outlook on Greece was changed.

Negative pressure on OTE's ratings could arise if (1) conditions
in the domestic environment were to deteriorate further as a
result of a further default by Greece or a material increase in
the risk of Greece exiting the euro area; and/or (2) unexpected
pressure were to be exerted on OTE's liquidity, particularly as a
result of a failure by the company to maintain comfortable cash
balances.

Upgrades:

Issuer: Hellenic Telecommunications Organization S.A.

  Probability of Default Rating, Upgraded to B2-PD from Caa2-PD

  Corporate Family Rating, Upgraded to B2 from Caa1

Issuer: OTE PLC

  Senior Unsecured Medium-Term Note Program, Upgraded to (P)B2
  from (P)Caa1

  Senior Unsecured Regular Bond/Debenture Feb 12, 2015, Upgraded
  to B2 from Caa1

  Senior Unsecured Regular Bond/Debenture Apr 8, 2014, Upgraded
  to B2 from Caa1

  Senior Unsecured Regular Bond/Debenture Feb 12, 2015, Upgraded
  to B2 from Caa1

  Senior Unsecured Regular Bond/Debenture Feb 7, 2018, Upgraded
  to B2 from Caa1

  Senior Unsecured Regular Bond/Debenture May 20, 2016, Upgraded
  to B2 from Caa1

Headquartered in Athens, Hellenic Telecommunications Organisation
S.A. (OTE) is the leading telecommunications operator in Greece,
servicing 2.9 million retail fixed access lines, 1.2 million
retail fixed-line broadband connections, 218,066 TV subscribers,
and 7.6 million mobile customers in the country as of end Q3
2013. In addition to its wireless operations in Greece, OTE
offers mobile telephony services to customers in Albania (2.0
million customers) and Romania through Cosmote, Greece's leading
provider of mobile telecommunications services. OTE offers mobile
telephony through a number of subsidiaries, all of which strong
positions in their respective markets. In addition, OTE offers
wireline services in Romania through RomTelecom. OTE is also
involved in a range of activities in Greece, notably in real
estate and satellite telecommunications. OTE owns 100% of
Germanos, the largest distributor of technology-related products
in southeastern Europe. OTE reported revenues of EUR4.1 billion
for the 12 months to September 2013.


NAT'L BANK OF GREECE: Fitch Lifts Mortgage Bonds Rating to B+
-------------------------------------------------------------
Fitch Ratings has upgraded National Bank of Greece S.A.'s (NBG,
B-/Stable/B) Programme I mortgage covered bonds to 'B+' from 'B'.
The Outlook is Negative.

The rating action follows the upgrade of Greece's Country Ceiling
to 'B+' from 'B', which was due to the receding risk of Greek
exit from the eurozone, coupled with the demonstrable external
market access of non-sovereign entities.

The unchanged Discontinuity Cap (D-Cap) of 0 for NBG's Programme
I corresponds to a full discontinuity assessment, which is driven
by the liquidity gap and systemic risk component. It reflects
Fitch's view that the extendible maturity feature of 12 months
would not be sufficient to successfully refinance the cover
assets in the event of an issuer default due to a highly stressed
economic environment in Greece.

The Negative Outlook on the covered bond program reflects the
deteriorating asset performance and the adverse operating
environment for Greek banks.

Key Rating Drivers:

The Programme I rating is based on NBG's IDR, the D-Cap of 0 and
the asset percentage (AP) of 55%, which Fitch takes into account
in its analysis and corresponds to the figure published in NBG's
monthly investor report. The 55% AP would provide for at least
91% recoveries on the bonds assumed to be in default and would
allow a three-notch uplift according to Fitch's methodology.
Nevertheless, the breakeven AP calculated by Fitch for the
current rating is 75%. This level enables a two-notch uplift
above NBG's IDR, as it provides at least 71% stressed recoveries
given default on the covered bonds. The rating of the NBG
Programme I covered bonds is constrained by the Country Ceiling
of the Greek sovereign.

Fitch has compared the cash flows from the cover pool in a wind-
down situation, subject to stressed defaults and losses and under
the management of a third party, with the payments due under the
outstanding covered bonds. The cover assets have a weighted
average remaining term of about 11.3 years and the covered bonds
of 3.3 years. The mismatches between the soft bullet covered
bonds and the amortizing cover pool assets expose the program to
material refinancing risk. A liability swap is in place with
Deutsche Bank AG (A+/Stable/F1+) to hedge the interest rate risk
between the floating rate loans in the cover pool and the fixed-
rate owed under the covered bond.

Rating Sensitivities:

The rating of the NBG Programme I covered bonds would be
vulnerable to downgrade if any of the following occurred: (i)
NBG's IDR was downgraded below 'B-'; (ii) the program AP went
above Fitch's 'B+' breakeven AP of 75%; (iii) Greece's Country
Ceiling was downgraded below 'B+'.

Fitch's breakeven AP for the covered bond ratings will be
affected, among others, by the profile of the cover assets
relative to outstanding covered bonds, which can change over
time, even in the absence of new issuances. Therefore it cannot
be assumed to remain stable over time.



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


ASTALDI SPA: Fitch Assigns 'B+' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned Italy-based construction company
Astaldi Spa a Long term Issuer Default Rating (IDR) of 'B+' with
Positive Outlook and its EUR600 million 2020 bond a final senior
unsecured rating of 'B+ ' with a Recovery Rating of 'RR4'.

The final rating reflects the final terms of the notes and debt
refinancing conforming with the proposed terms and following the
assignment of expected ratings on November 22, 2013.

Astaldi's business profile is compatible with a low-to-mid rating
in the 'BB' category. It is supported by a solid construction
business that benefits from higher-than-average profitability,
strong market positioning in certain segments and a large order
backlog. However, the ratings are capped at 'B+' by the company's
high leverage, which is currently at its peak. Its small size and
an aggressive investment policy in greenfield concessions also
represent major credit risks. Nevertheless, the Positive Outlook
reflects Fitch's expectations that leverage will decline in the
next two years. In particular, Fitch expects net leverage to fall
below 3.5x in 2015 from 4.3x in 2012, driven by increasing cash
generation in the construction business.

Astaldi's selected investments in ring-fenced greenfield
concession projects are aimed at supporting growth in the
construction business. The early stage of most of its concessions
implies some execution risk and the need for further equity
contribution from Astaldi. The concession business is therefore
expected to continue to absorb cash in the next two to three
years.

Key Rating Drivers:

Solid Construction Business
Astaldi's solid construction business is backed by a strong and
internationally diversified order backlog representing more than
3x annual sales (4.8x if including also EUR4 billion of new
orders already signed but not yet in the backlog). Astaldi
commands leading positions in certain segments such as transport
infrastructure and benefits from higher-than-average
profitability. Some concentration risk is present, due to some
large orders in new markets such as Russia. However, this risk is
mitigated by Astaldi's excellent track record of executing
projects on time and on budget. Careful risk management policies
have historically allowed the group to avoid loss-making
contracts.

Greenfield Concessions
Most of the group's concessions are still in the construction or
in the financing phase, with only few that are already
operational. Some execution risk is therefore present, although
mitigated by Astaldi's successful track record in project
execution. Operational risk is strongly mitigated by most of the
projects benefiting from granted revenue (a minimum fixed share
of revenue received regardless of performance) covering between
53% and 100% of total revenue.

Concessions Ancillary to Construction
While representing a boost for the construction business, Fitch
does not view investments in new concessions as essential for
growth. The orders coming from Astaldi's own concessions
represent only 10% of the current backlog and would generate
approximately 20% of revenue in the next two to three years.
Thus, the construction business could continue to show at least
stable results, even if Astaldi were to stop investing in new
concessions. Moreover, Astaldi's policy is to acquire only
minority equity stakes in concessions, thus limiting its
financial exposure to new initiatives.

Exit Strategy Still an Issue
While Astaldi strategy's towards concessions is one of fast asset
rotation, disposing projects as they reach their mature phase,
its projects are still in the early investment cycle phase with
no disposals. This limits visibility on the viability of the
company's strategy. Its first disposal (five car parks in Italy)
should be completed by end-2013. Successful completion of these
deals would be a credit-positive, giving Fitch more confidence in
Astaldi's strategy.

Working Capital
Unlike most of its international peers, Astaldi finances its
large working capital needs as advance payments on construction
contracts in Italy and Poland -- both core markets for the
group -- are not common. As a result, Astaldi operates with
higher leverage than peers. By contrast, its construction
business profile is, in Fitch view, less risky: a sharp slowdown
in new orders in Italy would not cause financial and liquidity
stress, as happened to other international peers during the
financial crisis. This is because the unwinding of working
capital would allow repayment of debt. In addition, the short-
term nature of this debt implies it can be easily financed by a
revolving credit facility (RCF) or factoring programs. Lastly, as
future growth should come mainly from foreign markets, financing
needs related to working capital are likely to diminish, due to
advance payments.

Rating Sensitivities:

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

   -- Evidence of successful asset rotation in the concession
      business (ie completion of disposals, financial partners
      contributing to greenfield concession projects)

   -- Improved geographic mix and reduced exposure to Italy,
      increasing exposure to construction contracts with advance
      payments to reduce its working capital requirement

   -- Net leverage (defined as net debt adjusted for
      factoring/EBITDA + dividends from concessions declining to
      below 3.5x

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

  -- Evidence of material losses on construction projects
  -- Net leverage remaining above 4.5x

Liquidity and Debt Structure:

The bond issue materially improves Astaldi's liquidity. The
company currently relies mostly on uncommitted short-term lines
and on the EUR325 million RCF (EUR265 million drawn at September
2013). Proceeds of the bond are to be used to repay outstanding
debt, including the RCF. Following this repayment, the RCF,
together with other committed facilities, will add up to EUR339
million available as a liquidity back-up.


ERICE FINANCE: Moody's Withdraws Ba1 Rating on Class B Notes
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
Erice Finance S.r.l. notes:

  EUR64.2M A2 Notes, Withdrawn (sf); previously on Aug 2, 2012
  Downgraded to A2 (sf)

  EUR92.8M B Notes, Withdrawn (sf); previously on May 16, 2012
  Downgraded to Ba1 (sf)

Ratings Rationale:

Moody's has withdrawn the rating for its own business reasons.


FINMECCANICA FINANCE: Moody's Rates EUR700MM Unsec. Notes Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to EUR700 million
of new senior unsecured medium term notes due January 2021 to be
issued by Finmeccanica Finance S.A., a wholly-owned subsidiary of
Finmeccanica S.p.A. The notes are guaranteed by Finmeccanica
S.p.A. Net proceeds from the offering are expected to be utilized
to repay borrowings under the company's revolving credit
facility, which had EUR950 drawn at the end of September 2013,
and for general corporate purposes.

"Finmeccanica is capitalizing on strong capital market conditions
to support its liquidity profile on an opportunistic and cost
effective basis," noted Russell Solomon, Moody's Senior Vice
President and lead analyst for the company. "With weaker free
cash flow generation than previously anticipated for the full
year of 2013, owing to ongoing operational shortfalls but also
various contractual disputes which may prove only temporarily
disruptive, the transaction will help the company to maintain a
solid liquidity profile over the interim period until targeted
improvements in operational performance can be achieved" added
Solomon.

The Ba1 rating considers that the company now expects a free
operating cash outflow of between EUR350-EUR400 million for 2013
(versus previous expectations of a EUR100 million inflow), in
part due to India suspending payments for helicopters as part of
the ongoing bribery investigation, and the disputed
Holland/Belgian train contracts following two high profile
accidents, as well as continuing operational shortfalls in the
Breda transportation business segment and difficult market
conditions in defense electronics. The rating outlook
subsequently remains negative.

The following ratings have been assigned for Finmeccanica Finance
S.A.:

  Ba1 (LGD4, 51%) to the new senior unsecured medium term notes
  due January 2021

Moody's maintains the following ratings for Finmeccanica SpA:

  Corporate Family Rating of Ba1

  Probability of Default of Ba1-PD

  Senior Unsecured (domestic currency) ratings of Ba1, LGD4-51%

  Senior Unsecured MTN (domestic currency) ratings of (P)Ba1

Moody's Investors Service maintains the following ratings for
Meccanica Holdings USA, Inc.

  BACKED Senior Unsecured (domestic currency) ratings of Ba1,
  LGD-4, 51%

Moody's Investors Service maintains the following ratings for
Finmeccanica Finance S.A.

  BACKED Senior Unsecured (foreign currency) ratings of Ba1,
  LGD-4, 51%

  BACKED Senior Unsecured (domestic currency) ratings of Ba1,
  LGD-4, 51%

  BACKED Senior Unsecured MTN (domestic currency) ratings of
  (P)Ba1

Headquartered in Rome, Italy, Finmeccanica SpA is one of Italy's
largest industrial conglomerates and receives approximately half
of the country's annual defense outlays. Finmeccanica is
concentrated in the defense electronics/systems and aerospace
(helicopters, aircraft) markets, with interests also in the
transportation (train signaling systems), space and energy
sectors. The company reported revenues approximating EUR16
billion during the 12 months ended September 30, 2013.


SEAT PAGINE: Moody's Lowers CFR & Sr. Secured Bond Ratings to C
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) of Seat Pagine Gialle S.p.A to C from Ca. It also
downgraded the probability of default rating (PDR) to D-PD, and
the rating on the EUR750 million senior secured bonds and
EUR65 million senior secured stub bonds to C from Ca. There is no
ratings outlook, and Moody's will withdraw all of Seat's ratings.

Ratings Rationale:

The change in PDR to D-PD follows the announcement that the Court
of Turin has postponed the meeting of creditors (originally
scheduled for January 30, 2014) to July 15, 2014. In Moody's view
there is no certainty that this revised schedule will be
maintained.

The company is currently in payment default on its approximately
EUR661 million of bank debt and EUR793 million of notes. The
downgrade of the CFR to C reflects Moody's view that given the
recent material deterioration in operating performance, the
restructuring will result in creditor losses exceeding 70%, which
is consistent with Moody's criteria for a C rating.

Given the uncertainty over the timescale to conclude the
restructuring through the Italian courts, Moody's will also
withdraw all of Seat's ratings. Hence no ratings outlook has been
assigned.

Seat's revenue fell by 24% in the nine months ended 30 September
2013, driven by the continued challenges facing the business
model and the Italian advertising market as well as the weak
economic environment. The company's reported (and restated)
EBITDA fell by 57% to EUR 87 million, with EBITDA margins falling
to 22% from 40%, a pace accelerated from previous years due to
the company's relatively high fixed cost base.

Moody's has withdrawn the rating for its own business reasons.

Headquartered in Turin, Italy, Seat is the leading publisher and
provider of directory services in Italy. Seat also has a presence
in Germany through Telegate, the second-largest player in the
German directory-assistance market.


WIND TELECOMUNICAZIONI: S&P Raises CCR to 'BB-'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised to 'BB-'
from 'B+' its long-term corporate credit rating on Italy-based
telecommunications company Wind Telecomunicazioni SpA (Wind).
The outlook is stable.

At the same time, S&P raised the issue ratings on the senior
secured loans issued by Wind and on the senior secured notes
issued by Wind Acquisition Finance S.A. to 'BB' from 'BB-', one
notch above the corporate credit rating on Wind.  The recovery
ratings on these instruments are unchanged at '2', indicating
S&P's expectation of substantial (70%-90%) recovery in the event
of a payment default.

In addition, S&P raised the issue rating on the senior notes
issued by Wind Acquisition Finance to 'B+' from 'B', one notch
below the corporate credit rating on Wind.  The recovery rating
on these notes is unchanged at '5', indicating S&P's expectation
of modest (10%-30%) recovery in the event of a payment default.

Furthermore, S&P raised the issue rating on the payment-in-kind
notes (PIK) issued by Wind Acquisition Holding Finance S.A. to
'B' from 'B-', two notches below the corporate credit rating on
Wind. The recovery rating of on the PIK notes is unchanged at
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of a payment default.

Finally, S&P removed all the aforementioned ratings from
CreditWatch, where it placed them with positive implications on
Nov. 26, 2013, in conjunction with our criteria redesign.

"We base our upgrades primarily on our assessment of Wind as a
"strategically important" subsidiary for its Dutch parent
Vimpelcom Ltd.  We assess Vimpelcom's group credit profile at
'bb', in line with the corporate credit rating on Vimpelcom.  We
continue to assess Wind's stand-alone credit profile (SACP) at
'b+', reflecting its "satisfactory" business risk profile and
"highly leveraged" financial risk profile.  As per our criteria,
the corporate credit rating on a "strategically important"
subsidiary is three notches higher than its SACP, but capped at
one notch below the group credit profile," S&P said.

"We believe that Vimpelcom is unlikely to sell Wind because Wind
is an important part of the group's long-term strategy to expand
its geographical footprint beyond its primarily emerging-market
base.  In addition, Vimpelcom's management has previously
committed to support Wind.  Finally, Wind generates a significant
portion of the consolidated group's earnings and its operating
performance remains good, which reflects the successful execution
of the group's strategy, in our view.  At the same time, we
believe that a high level of debt at Wind could constrain
VimpelCom's ability to provide timely and full support to Wind,"
S&P added.  Therefore S&P currently do not assess Wind's status
to VimpelCom as higher than "strategically important."

The stable outlook on Wind reflects that on Vimpelcom, in view of
Wind's 'b+' SACP and its "strategically important" status in the
Vimpelcom group.  Therefore, based on Wind's stand-alone
performance, S&P do not anticipate negative or positive pressure
on the rating on Wind as long as its SACP remains between 'b-'
and 'bb-'.  This is provided that S&P continues to assess Wind as
"strategically important" to Vimpelcom, and continue to rate
Vimpelcom at 'BB' with a stable outlook.

S&P sees limited upside to Wind's SACP over the next 12 months,
in view of the company's current meaningful debt burden.  S&P
could, however, raise the SACP if Wind's adjusted leverage
declined below 5x and free operating cash flow to debt improved
toward 5%.



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


DME AIRPORT: Fitch Rates US$300MM Senior Unsecured Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned DME Airport Limited's US$300 million
senior unsecured notes due 2018 a final 'BB+' rating. The Outlook
is Stable. The final rating follows the completion of the
issuance and receipt of documents conforming to the information
previously received. The final rating of the notes is the same as
the expected rating assigned on November 6, 2013.

DME Airport Limited is a special purpose vehicle registered in
Ireland that has on-lent the proceeds to Hacienda Investments
Ltd, a fully-owned subsidiary of DME Ltd (DME or the group;
BB+/Stable). Proceeds from the notes will be used for general
corporate purposes. The notes' rating is aligned with DME Ltd's
IDR as DME Ltd guarantees the loan.

DME operates Domodedovo airport in Moscow. The group owns the
terminal buildings and leases the runways and other airfield
assets from the Russian government.

Key Rating Drivers:

Fitch assessed DME's standalone credit profile as commensurate
with investment grade. This is supported by the airport's strong
operational and financial profile coupled with further expected
traffic growth. However, concerns about corporate governance and
the complexity of the corporate structure, as well as some
regulatory and political uncertainty constrains DME's rating to
'BB+'.

Strong Operating Profile and Growth Potential

Moscow represents a significant catchment area and captures a
significant portion of Russia's air passenger traffic (73% in
2012). Passenger traffic volumes have grown by an average of 15%
at Domodedovo airport in the past 10 years due to the combined
effect of economic growth, de-regulation, growing propensity to
travel and DME's increasing market share (44% in 2012). Fitch
expects traffic growth to continue, albeit at more moderate
rates. DME benefits from strong origin & destination traffic base
of 73%, although most of the traffic is leisure-related. The
airline base is well diversified, with no airline contributing
more than 13% of revenues. S7 (member of oneworld alliance) and
Transaero (the second-largest Russian international carrier) are
the largest airlines operating at DME.

Lack of Visibility of Competitive Landscape

Moscow is currently served by three airports. DME competes with
the state-owned Sheremetyevo airport (SVO) hosting Russia's
national flag carrier Aeroflot, and Vnukovo (VKO). DME is best
positioned for future expansion due to availability of
substantial land plots, but the uncertainty of SVO and VKO's
development plans constrain the assessment of Volume risk to
Midrange.

More Commercial than Regulated

DME operates under a favorable dual-till regime and has a
diversified revenue structure. Revenues from the airport's
regulated services (most of aviation services and some auxiliary
aviation services) made up 28% of total revenues in 2012. The
regulatory framework provides for the recovery of operating and
capex costs. The methodology and tariff-setting process are not
entirely transparent, but there is a history of revenue and cash
flow stability within the segment, even during the 2009 downturn.
About 70% of revenues come from mostly unregulated auxiliary
aviation services and commercial services. Price risk is
Midrange.

Strong Cash Flow Generation, Terminal Expansion Needs

DME has substantial levels of excess cash flow after maintenance
capex (averaging over USD300m p.a in the past three years). The
airport's runway capacity is sufficient for current operations
and future growth. However, substantial investments are required
for the expansion of terminal buildings. The existing terminal is
currently operating above its capacity. Infrastructure
Development/Renewal risk is Midrange.

Low Leverage and Strong Profitability

DME has a sound track record of financial performance and
profitability with an EBITDA margin of 36% in 2012 (2011: 37%).
Leverage has been limited to-date and the debt/EBITDA ratio is
estimated to reach 1.6x after the issuance of the notes. Fitch's
traffic projections are more conservative than management's, but
even under that scenario, cash flows should be sufficient to
serve the overall debt, which is projected to reach a maximum of
2.2x of EBITDA in 2015 under Fitch's rating case. The Debt
Service risk factor assessment is Stronger.

Corporate Governance and Some Regulatory Uncertainty

Concerns about corporate governance practices and transparency of
the corporate and organizational structure of the group are the
main constraining rating factor. The group has a complex
corporate structure with over 20 DME subsidiaries located in
Russia and offshore (Cyprus and Isle of Man). The group's
decision-making is intricate and concentrated with the sole
shareholder, Mr. Dmitry Kamenschik and the group's CEO. The
absence of an effective board of directors is a weakness. Fitch
considers the group's insurance practices as below market
standard.

Regulatory uncertainty relates to the government's stance towards
the airport's corporate and ownership structure and the
runway/land lease agreements (litigated in the past, but with
favorable outcomes for DME). There is further uncertainty about
when the government may implement the new concession regime for
airports in the Moscow hub and how this may affect DME. Fitch
gained some comfort from DME's important role in the Moscow hub
and its unique development potential.

Not Capped by Cyprus Country Ceiling

DME Ltd is a holding company domiciled in Cyprus and the proceeds
of the notes will be on-lent to a Cyprus registered subsidiary
(Hacienda Investments Ltd), which is the holder of most of the
group's assets (airport terminal buildings). However, most of the
assets used in the airport's operations are physically located in
Russia and all operating cash flows are generated by Russian
subsidiaries. Residual cash flows are up-streamed to the
treasury/financing companies of the group in Cyprus/Isle of Man.
As per Fitch's 'Rating Non-Financial Corporates Above the Country
Ceiling' criteria, the ratings are not constrained by Cyprus's
Country Ceiling as the assets and revenue generation are in
Russia and the group's exposure to Cyprus bank accounts is
currently limited with most cash assets held in Russian bank
accounts. The group is in the process of transferring Cyprus bank
accounts to accounts in a Western European jurisdiction. The
transfer is expected to be completed by the end of the year.

Notes' Rating Aligned with DME's IDR

The notes have been issued by an Irish SPV, DME Airport Limited
and on-lent to Hacienda Investments Ltd. The loan is guaranteed
by DME Ltd and some of its subsidiaries on a joint and several
basis. The guarantors' combined EBITDA and total assets should
amount to at least 85% of the consolidated group's EBITDA and
total assets.

The notes are structured as corporate unsecured debt. The notes
bear foreign exchange risk, which Fitch did not consider to be
very high due to the partial natural hedge, as a portion of
airport's revenues (currently ca 12%) are received in US dollars
and exceed the interest payments due on the notes. At maturity in
2018, US dolllar-denominated revenues over two years prior to
maturity should be sufficient to cover the bullet payment. The
refinancing risk at maturity is considered manageable.

Fitch considers several features of the notes weak: (i) the
nature of the borrower (Cyprus-registered property company) and
its ability to ensure that some of the covenants and undertakings
under the on-loan are enforced across the whole group; (ii) the
formula of the 85% guarantor EBITDA test which excludes the
negative EBITDA values and the lack of transparency in the ratio
calculation, and (iii) the possibility that other subsidiaries of
the group that are not guarantors may raise debt that will be
more senior to the notes. Fitch considered that these weaknesses
are mitigated by the presence of DME's guarantee and the high
inter-dependency between Hacienda and DME.

Rating Sensitivities:

Rating upside potential is currently limited. Corporate
governance and corporate structure concerns remain material and
substantial improvements would need to be demonstrated for the
rating to be considered for an upgrade, including streamlining of
DME's corporate and organizational structure and improvements in
the group's insurance practices. Greater clarity with respect to
the regulatory framework (i.e. more transparent and comprehensive
concession regime) would be positive for the rating, but would
not justify an upgrade without improvements in corporate
governance and transparency.

Conversely, material adverse regulatory events (i.e. interruption
or regulatory intervention in some of DME's auxiliary aviation
services) or operational events (i.e. sustained loss of
volume/pricing power) could put the rating under pressure.
Furthermore, an upward revision of capex plans that necessitated
greater leverage than currently anticipated could lead to a
negative rating action.



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


IC ALLIANCE-LIFE: Fitch Corrects Text of November 29 Release
------------------------------------------------------------
Fitch Ratings corrects the ratings version published on Nov. 29,
which incorrectly stated insurer IC Alliance-Life Insurance JSC's
net loss in 9M13.

Fitch Ratings has revised the Outlooks on IC Alliance-Life
Insurance JSC's (Alliance-Life) 'B' Insurer Financial Strength
(IFS) rating and 'BB (kaz)' National IFS rating to Negative from
Stable and affirmed the ratings.

Key Rating Drivers:

The Outlook revision reflects Alliance-Life's relatively high
vulnerability to a marked deterioration in the regulatory
environment in the Kazakh life insurance sector in 2013 and the
resulting uncertainties in 2014. This deterioration has affected
pension annuities and workers' compensation, both key lines for
the insurer. If the regulatory environment does not improve, this
could worsen Alliance-Life's already poor financial results. The
insurer reported a net loss of KZT0.3bn in 9M13 caused by the
poor performance of its annuity products and relatively high
administrative expenses.

Significant favorable regulatory changes are currently under
discussion and could be agreed as early as 1Q14. However, if
these changes are not agreed and implemented, Fitch would expect
Alliance-Life to remain unprofitable in 2014. This would mean
that the insurer would be increasingly reliant on shareholder
support, whereas the value of the company to the shareholder
would be reducing due to the narrow business opportunities
currently available for life insurers in Kazakhstan. To date
Alliance-Life has benefited from strong shareholder support,
reflected in equity injections of KZT1.5bn in 2012-9M13.

Since 2Q13 Kazakh life insurers have been unable to sell pension
annuity products due to regulatory changes in the Kazakh
government pension system. This line represented 69% of Alliance-
Life's GWP in 2012 (6M13: 82%). Alliance-Life's second major line
-- workers' compensation -- has been impacted by a significant
increase in the sector's average loss ratio in recent years. Life
insurers are currently expected to be able to re-enter the
pension annuity segment in 2Q14.

Alliance-Life's portfolio is concentrated, with 77% of GWP in
9M13 accounting for annuity contracts. This concentration limits
the insurer's risk diversification and makes it particularly
exposed to longevity and interest rate risks inherent in annuity
products. Fitch also views negatively the insurer's short track
record of operations, scarce local mortality statistics and
limited investment opportunities in Kazakhstan which expose the
insurer to duration mismatch risk. Positively, however, Fitch
notes that the insurer has a good liquidity position.

To compensate for the expected drop in premiums written in 2H13-
1H14, the insurer is targeting relatively aggressive growth in
the workers' compensation line as other life insurance segments
remain relatively undeveloped in Kazakhstan. Fitch expects that
growth in the workers' compensation business, in the current
regulatory environment, is likely to be associated with an
increase in the commission ratio for Alliance-Life's portfolio.
On the other hand, the insurer's failure to restore business
volumes would increase the relative pressure of administrative
expenses on the underwriting result.

The loss ratio of the workers' compensation line has grown over
the past few years with the inflow of critical illness claims and
materially damaged capital of some players. The line accounted
for 23% of Alliance-Life's GWP in 9M13 (2012: 17%) and produced
moderately negative net income in this period. Fitch is concerned
with the currently unfavorable claims regulation of the line and
lack of statistics for the frequency and severity of claims at
sector level, which limits the insurer's ability to project
future claims development.

According to Fitch's own internal assessment, Alliance-Polis's
risk-adjusted capital position is significantly exposed to
longevity and interest-rate risks, although it remains in line
with the current rating level. The statutory solvency margin
stood at 111% at end-3Q13, just above the minimum of 100%.

Rating Sensitivities:

The ratings could be downgraded if the regulatory environment
fails to improve as expected. In particular, this could happen if
the moratorium on pension annuity sales does not end in mid-2014.

Conversely, if the favorable changes in regulation under
discussion are agreed and implemented, the Outlook could be
revised to Stable. The Outlook could also be revised to Stable if
Alliance-Life proves it is able to demonstrate resilient
operating performance even in difficult and unfavorable
conditions.



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


ALTICE VII: S&P Revises Outlook to Stable & Affirms 'B+' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised to stable
from negative its outlook on Luxembourg-based cable and
telecommunications investment holding company Altice VII S.a.r.l.
(Altice VII).  At the same time, S&P affirmed its 'B+' long-term
corporate credit rating on Altice VII.

In addition, S&P assigned its 'BB-' issue rating to the
US$1.285 million-equivalent proposed senior secured notes, due
2021, to be issued by Altice Financing S.A.  The recovery rating
on these notes is '2', indicating S&P's expectation of
substantial (70%-90%) recovery prospects for debtholders in the
event of a default.

In addition, S&P assigned its 'B-' rating to the US$400 million-
equivalent proposed senior unsecured notes, due 2023, to be
issued by Altice Finco S.A.  The recovery rating on these notes
is '6', indicating S&P's expectation of negligible (0%-10%)
recovery prospects for noteholders in event of a default.

The outlook revision reflects S&P's view that Altice VII's
operating performance and cash balances in the year to date have
exceeded its base-case forecasts.  Furthermore, S&P anticipates
meaningful deleveraging in 2014, despite Altice VII's plan to
raise EUR1.25 billion-equivalent of senior secured notes and
senior unsecured notes to fund the acquisitions of two Dominican
Republic telecoms companies, Tricom S.A. and Orange Dominicana
S.A.

The outlook revision follows the upward revision of S&P's
assessment of Altice VII's liquidity to "adequate" from "less
than adequate."  S&P's assessment of Altice VII's improved
liquidity position reflects higher cash balances than it
previously anticipated; the removal of step-down clauses in the
maintenance covenants on Altice VII's revolving credit facility;
and S&P's current forecast of improved cash flow generation at
Altice VII's main operating subsidiary HOT.  S&P anticipates that
these factors, as well as the cost benefits of a new network-
sharing agreement at HOT's subsidiary HOT Mobile, will assist
Altice VII in reporting better profitability than we previously
forecast.

In S&P's view, organic growth in the Dominican Republic and
substantial cost efficiencies in Israel will support continued
EBITDA and cash flow growth at Altice VII and offset currency-
and market-related risks for the company in Israel and Portugal
over the next 12 months.

Given Altice VII's acquisitive track record, S&P sees limited
ratings upside in the short term.  However, an upgrade could
occur over the medium term if S&P sees meaningful and sustainable
deleveraging improving credit ratios.  Such ratios include
adjusted leverage of less than 4x and funds from operations to
debt of more than 20%.

Rating downside is also limited over the next 12 months because
S&P currently sees material headroom at the current rating.  A
downgrade could occur if Altice VII's liquidity or operating
performance were to weaken significantly, leading to adjusted
leverage of more than 5.5x and EBITDA interest coverage of less
than 2.5x.


ARDAGH PACKAGING: Moody's Lowers Corporate Family Rating to B3
--------------------------------------------------------------
Moody's Investors Service downgraded Ardagh Packaging Group Ltd's
corporate family rating (CFR) to B3 from B2, and probability of
default rating (PDR) to B3-PD from B2-PD.

Moody's also affirmed the Ba3 ratings on the company's senior
secured notes, and downgraded its senior unsecured notes to Caa1
from B3 and its senior subordinated notes to Caa1 from B3.
Moody's also downgraded the PIK notes issued by ARD Finance S.A.
to Caa2 from Caa1. The outlook on all ratings is stable.

Concurrently, Moody's has assigned a (P)Ba3 rating to the new
US$675 million senior secured term loan B (TLB) due 2020 issued
by Ardagh Holdings USA Inc., with proceeds to be used to
refinance Ardagh's US$300 million 9.25% senior secured notes due
2016, and general corporate purposes.

Moody's issues provisional ratings in advance of the final sale
of securities. Upon a conclusive review of the final
documentation, Moody's will endeavor to assign a definitive
rating to the new TLB. A definitive rating may differ from a
provisional rating.

Ratings Rationale:

The downgrade of the CFR to B3 from B2 reflects Moody's view that
Ardagh faces a number of key credit challenges and uncertainties
as it goes through a period of transition. These include: (1)
slower than anticipated completion of the Veralia North America
(VNA) acquisition; (2) underperformance of the European metals
business; (3) weak credit metrics, with high leverage and
negative free cash flow.

The company's acquisition of VNA is progressing at a slower pace
than originally envisaged, and the company now expects it to
close in early 2014. Following intervention by the US Federal
Trade Commission, Ardagh will have to dispose of 4 production
facilities in the US, which will result in a negative impact on
EBITDA and cash flow generation. The delayed completion has also
delayed synergies that the company originally expected to achieve
in 2013.

Concurrently, Ardagh's European metals business -- which
currently comprises about 32% of the group -- has materially
underperformed Moody's original expectations for 2013. The
company plans to undertake a significant transformation of this
business starting in 2014 to improve underlying performance.
Whilst the company believes that this will bring long term
benefits, Moody's recognizes in the short term that it will
involve significant upheaval of the existing business.

Following the downgrade, Ardagh's financial metrics remain weak
for the B3 rating category. Moody's expects that adjusted
debt/EBITDA will remain above 6.5x through 2014, even after
incorporating the assumption that Ardagh will be successful in
its plan to raise new equity in 2014, to repay debt.
Additionally, Moody's expects free cash flow to remain negative
until 2015, with cash absorbed in the restructuring of the
European metals business and strategic projects in Europe and the
US (although the increase in gross debt from the new TLB will not
materially increase the group's interest burden). Due to the lack
of free cash flow, expectations of debt prepayment are entirely
contingent upon external funding.

Moody's expects the company's liquidity to remain adequate for
its near-term requirements. Ardagh had EUR168 million cash
available on balance sheet as at September 30, 2013 and EUR233
million available under securitization and guarantee lines. The
group's liquidity profile is further supported by the fact that
it has no material debt maturities before 2017 (following the
repayment of the 2016 Notes). However, Moody's notes that the
company's PIK notes become mandatorily cash-pay in June 2016.

The affirmation of the Ba3 rating on the senior secured notes,
and the downgrade of the senior unsecured notes to Caa1 and the
PIK notes to Caa2, is in line with Moody's loss given default
methodology. The (P)Ba3 instrument rating assigned to the
proposed US$675 million TLB reflects the fact that it is pari
passu with the company's existing Ba3-rated senior secured notes.
The three notch uplift of the senior secured debt over the CFR
reflects the material debt cushion provided by the unsecured
notes and PIK notes, which in turn are rated one and two notches
respectively below the CFR.

The stable outlook reflects Moody's view that Ardagh will: (1)
stabilize its European metal business in 2014, improve its
operating profitability; (2) achieve the planned equity raise
with the proceeds being used to prepay debt; (3) enter into no
more debt-financed M&A activity until operational stability has
been achieved in its existing business, with VNA being
integrated.

The ratings could come under negative pressure in 2014 if Ardagh
is not able to demonstrate that it is on the path to: (1) improve
profitability in the European metals business; (2) generate
positive free cash flow or; (iii) reduce debt/EBITDA towards
6.5x, including through the use of fresh equity to prepay debt in
Q1 2014.

Given Ardagh's current weak positioning in the B3 category,
Moody's does not see any near-term upward pressure on Ardagh's
ratings. However, the ratings could come under positive pressure
should Ardagh be able to reduce debt/EBITDA below 6.0x and
maintain sustained positive free cash flow generation.

Ardagh Packaging Group, registered in Luxembourg, is a leading
supplier of glass and metal containers. Pro forma for the
acquisition of Verallia North America, the company generated
sales of about EUR5.4 billion in 2012.

Downgrades:

Issuer: Ardagh Packaging Group Ltd

  Probability of Default Rating, Downgraded to B3-PD from B2-PD

  Corporate Family Rating, Downgraded to B3 from B2

Downgrades:

Issuer: ARD Finance S.A.

  Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Downgraded
  to Caa2 from Caa1

  Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Downgraded
  to Caa2 from Caa1

Issuer: Ardagh Glass Finance plc

  Senior Subordinated Regular Bond/Debenture Jun 15, 2017,
  Downgraded to Caa1 from B3

  Senior Unsecured Regular Bond/Debenture Feb 1, 2020, Downgraded
  to Caa1 from B3

Issuer: Ardagh Packaging Finance plc

  Senior Unsecured Regular Bond/Debenture Oct 15, 2020,
  Downgraded to Caa1 from B3

  Senior Unsecured Regular Bond/Debenture Oct 15, 2020,
  Downgraded to Caa1 from B3

  Senior Unsecured Regular Bond/Debenture Nov 15, 2020,
  Downgraded to Caa1 from B3

  Senior Unsecured Regular Bond/Debenture Oct 15, 2020,
  Downgraded to Caa1 from B3

Upgrades:

Issuer: Ardagh Glass Finance plc

  Senior Subordinated Regular Bond/Debenture Jun 15, 2017,
  Upgraded to a range of LGD5, 72 % from a range of LGD5, 76 %

  Senior Secured Regular Bond/Debenture Jul 1, 2016, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Unsecured Regular Bond/Debenture Feb 1, 2020, Upgraded
  to a range of LGD5, 72 % from a range of LGD5, 76 %

Issuer: Ardagh Packaging Finance plc

  Senior Secured Regular Bond/Debenture Oct 15, 2017, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Secured Regular Bond/Debenture Oct 15, 2017, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Secured Regular Bond/Debenture Oct 15, 2017, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Secured Regular Bond/Debenture Nov 15, 2022, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Secured Regular Bond/Debenture Oct 15, 2017, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Secured Regular Bond/Debenture Oct 15, 2017, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Secured Regular Bond/Debenture Nov 15, 2022, Upgraded to
  a range of LGD2, 22 % from a range of LGD2, 25 %

  Senior Unsecured Regular Bond/Debenture Oct 15, 2020, Upgraded
  to a range of LGD5, 72 % from a range of LGD5, 76 %

  Senior Unsecured Regular Bond/Debenture Oct 15, 2020, Upgraded
  to a range of LGD5, 72 % from a range of LGD5, 76 %

  Senior Unsecured Regular Bond/Debenture Nov 15, 2020, Upgraded
  to a range of LGD5, 72 % from a range of LGD5, 76 %

  Senior Unsecured Regular Bond/Debenture Oct 15, 2020, Upgraded
  to a range of LGD5, 72 % from a range of LGD5, 76 %

Assignments:

Issuer: Ardagh Holdings USA Inc.

  Senior Secured Bank Credit Facility, Assigned (P)Ba3

  Senior Secured Bank Credit Facility, Assigned a range of LGD2,
  22%

Outlook Actions:

Issuer: ARD Finance S.A.

Outlook, Remains Negative

Issuer: Ardagh Glass Finance plc

Outlook, Remains Negative

Issuer: Ardagh Packaging Finance plc

Outlook, Remains Negative

Issuer: Ardagh Packaging Group Ltd

Outlook, Remains Negative

Affirmations:

Issuer: Ardagh Glass Finance plc

  Senior Secured Regular Bond/Debenture Jul 1, 2016, Affirmed Ba3

Issuer: Ardagh Packaging Finance plc

Senior Secured Regular Bond/Debenture Oct 15, 2017, Affirmed Ba3
Senior Secured Regular Bond/Debenture Oct 15, 2017, Affirmed Ba3
Senior Secured Regular Bond/Debenture Oct 15, 2017, Affirmed Ba3
Senior Secured Regular Bond/Debenture Nov 15, 2022, Affirmed Ba3
Senior Secured Regular Bond/Debenture Oct 15, 2017, Affirmed Ba3
Senior Secured Regular Bond/Debenture Oct 15, 2017, Affirmed Ba3
Senior Secured Regular Bond/Debenture Nov 15, 2022, Affirmed Ba3


ARDAGH PACKAGING: S&P Assigns 'B+' Rating to US$675MM Term Loan B
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating to the proposed senior secured US$675 million six-
year term loan B to be jointly borrowed by Ardagh Packaging
Finance S.A. (Luxembourg) and Ardagh Holdings USA Inc., both
subsidiaries of Luxembourg-based glass container and metal
packaging manufacturer Ardagh Packaging Group Ltd.  The recovery
rating on the proposed term loan is '2', indicating S&P's
expectation of substantial (70%-90%) recovery in the event of a
payment default, albeit at the low end of the range.

At the same time, S&P affirmed its 'B+' issue ratings and '2'
recovery ratings on the existing senior secured notes issued by
Ardagh Packaging Finance, Ardagh Glass Finance PLC, and Ardagh
Holdings USA.

In addition, S&P affirmed its 'CCC+' issue and '6' recovery
ratings on the existing senior unsecured and subordinated notes
issued by Ardagh Packaging Finance, Ardagh Glass Finance, Ardagh
Holdings USA, and ARD Finance.  The recovery rating of '6' on the
senior unsecured and subordinated notes indicates S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

                         RECOVERY ANALYSIS

The '2' recovery ratings on the proposed term loan B and existing
senior secured notes are supported by Ardagh Packaging Group's
"satisfactory" business risk profile and these instruments'
first-ranking security over certain group assets.  In addition,
S&P considers Ardagh Packaging Group's center of main interest
(COMI) to be Luxembourg, a jurisdiction that S&P considers
relatively creditor-friendly.  However, the recovery ratings are
constrained at '2' by a material amount of prior-ranking debt,
significant permitted liens and collateral liens in the
documentation, and the sheer volume of first-lien debt, which
dilutes overall recovery prospects.

Ardagh Packaging Group intends to use the proceeds of the
proposed term loan B to refinance the existing EUR300 million
9.250% senior secured notes due July 2016, and for general
corporate purposes.

The proposed term loan B will have the same security package as
the existing senior secured notes.  This package consists of
security interest on receivables, inventory, some land charges
(including real estate), and share pledges.  In S&P's view, this
is a reasonably comprehensive security package.  Additionally,
the term loan B will benefit from the same guarantees as the
senior secured notes--that is, from Ardagh Packaging Holdings
Ltd. and certain subsidiaries.

The documentation for the term loan B will have the same
incurrence-based financial covenants as the senior secured notes.
There will be no maintenance financial covenants, but there will
be a mandatory prepayment clause providing for an excess cash
flow sweep.

S&P's simulated default scenario projects a payment default in
2016, triggered by a combination of factors, including higher
integration costs for acquired businesses than the group expects,
and weaker overall operating performance.  S&P's scenario also
envisages declining demand caused by increased product
substitution, leading to lower capacity utilization.  In
addition, S&P's scenario assumes squeezed margins as a result of
increasing costs, particularly energy prices, paired with an
inability to pass these increases on to customers.

"Our issue and recovery ratings on all the aforementioned debt
instruments reflect our valuation of Ardagh Packaging Group as a
going concern.  We note that in a liquidation scenario, which is
not our base case, a discrete asset valuation of the business
could significantly reduce recovery prospects for the senior
secured lenders.  In addition, if we considered that the group
was conducting more of the administration of its business in
France, we could consider France as Ardagh's COMI.  This could
cause us to lower the recovery rating on the senior secured debt
because we consider France's insolvency regime to be more
unfavorable than Luxembourg's, and therefore higher recovery
prospects would be necessary to maintain the current recovery
rating of '2'," S&P said.

SIMULATED DEFAULT AND VALUATION ASSUMPTIONS

   -- Year of default: 2016
   -- EBITDA at emergence: EUR535 mil.
   -- Implied enterprise value multiple: 5.5x
   -- Jurisdiction: Luxembourg

SIMPLIFIED WATERFALL

   -- Gross enterprise value at default: EUR2.9 bil.
   -- Administrative costs: EUR205 mil.
   -- Net value available to creditors: EUR2.7 bil.
   -- Priority claims: EUR645 mil.
   -- Senior secured debt claims: EUR2.9 bil.*
   -- Recovery expectation: 70%-90%
   -- Senior unsecured debt claims: EUR2.4 bil.*
   -- Recovery expectation: 0%-10%
   -- Senior subordinated notes claims: About EUR802 mil.*
   -- Recovery expectation: 0%-10%

*All debt amounts include six months' prepetition interest.



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


ARENA 2007-I BV: Fitch Lowers Rating on Class E Notes to 'Bsf'
--------------------------------------------------------------
Fitch Ratings has affirmed four and downgraded two tranches of
Arena 2007-I B.V. and affirmed all tranches of Arena 2012-I B.V.,
as follows:

Arena 2007

Class A-NHG (ISIN XS0333837382) affirmed at 'AAAsf'; Outlook
  Stable
Class A (ISIN XS0333838356) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0333838786) affirmed at 'AAsf'; Outlook Stable
Class C (ISIN XS0333839248) affirmed at 'A-sf'; Outlook Stable
Class D (ISIN XS0333839594) downgrade to 'BBsf'; Outlook
  Negative
Class E (ISIN XS0333839834) downgraded to 'Bsf'; Outlook Stable

Arena 2012

Class A1 (ISIN XS0857684178) affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN XS0857685225) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0857685738) affirmed at 'AAsf'; Outlook Stable
Class C (ISIN XS0857686116) affirmed at 'A-sf'; Outlook Stable
Class D (ISIN XS085768207) affirmed at 'BBB-sf'; Outlook Stable
Class E (ISIN XS0857686546) affirmed at 'BB-sf'; Outlook Stable

The Dutch prime RMBS transactions comprise loans originated and
serviced by Amstelhuys N.V., which is fully owned by Delta Lloyd
N.V. (not rated).

Key Rating Drivers:

Performance Within Expectations in Arena 2012

The affirmation of Arena 2012 reflects the performance of the
underlying assets, which is in line with Fitch's initial
expectations. As of the November interest payment date, three-
month plus arrears stood at 0.18% of the current pool balance
while the cumulative gross defaults stood at 0.37% of the initial
pool balance.

Worsened Performance in Arena 2007

The downgrade of Arena 2007's class D and E notes is driven by
low credit enhancement (CE) combined with rising arrears over the
past year. One- and three-month plus arrears have risen by 1.36%
and 0.35% to 2.34% and 1.31%, respectively. These are well above
Dutch prime averages of 1.72% and 0.85%. CE build up on the
junior notes has been slow given low prepayment rates and an
amortizing reserve fund. The Negative Outlook on the class D
notes reflects Fitch's concern that if performance deteriorates
significantly it could lead to a further downgrade.

The affirmations of the more senior tranches reflect adequate CE,
which despite the low prepayment rates has noticeably increased
since closing due to the purely sequential amortization.

Reserve Funds and Liquidity Facilities
The reserve funds and liquidity facilities remain fully funded in
both transactions. Arena 2007's reserve fund required amount is
0.5% of the outstanding notes balance, while the reserve fund in
Arena 2012 does not amortize and is funded at 1.5% of the closing
notes' balance. The required amount of the liquidity facility in
Arena 2007 is 2.5% of the outstanding notes' balance. Arena
2012's liquidity facility amortizes in line with the balance of
the notes and is currently 2% of the outstanding notes' balance.

Nationale Hypotheek Garantie (NHG) Loans

NHG loans comprise 29% and 32% of Arena 2007 and 2012 assets,
respectively. Fitch applied a 10% reduction in base foreclosure
frequency for the NHG loans, based on historical performance
data. Fitch also used historical claim data to determine the
compliance ratio assumption, which led to higher recovery rates
for NHG loans.

Rating Sensitivities:

Deterioration in asset performance may result from economic
factors, in particular the increasing effect of unemployment. A
corresponding increase in new defaults and associated pressure on
excess spread levels and reserve funds could result in negative
rating action, particularly at the lower end of the capital
structure.


FAB CBO 2003-1: Moody's Lifts Rating on EUR6.6MM Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Fab CBO 2003-1 B.V.:

EUR217.5M (current outstanding balance of EUR27.3M) Class A-1E
Floating Rate Notes, Upgraded to Aa3 (sf); previously on Dec 16,
2009 Downgraded to A2 (sf)

EUR10M (current outstanding balance of EUR1.3M) Class A-1F Zero
Coupon Notes, Upgraded to Aa3 (sf); previously on Dec 16, 2009
Downgraded to A2 (sf)

EUR10.5M Class A-2aE Floating Rate Notes, Upgraded to Ba2 (sf);
previously on Dec 16, 2009 Downgraded to B1 (sf)

EUR12.9M Class A-2bE Floating Rate Notes, Upgraded to Ba2 (sf);
previously on Dec 16, 2009 Downgraded to B1 (sf)

EUR6.6M Class A-2F Fixed Rate Notes, Upgraded to Ba2 (sf);
previously on Dec 16, 2009 Downgraded to B1 (sf)

EUR15M Class S2 Combination Notes, Upgraded to Baa2 (sf);
previously on Dec 16, 2009 Downgraded to Ba1 (sf)

EUR5M Class S3 Combination Notes, Upgraded to Baa1 (sf);
previously on Dec 16, 2009 Downgraded to Baa3 (sf)

Moody's also affirmed the ratings of the following notes issued
by Fab CBO 2003-1 B.V.:

EUR14.5M Class A-3E Floating Rate Notes, Affirmed Ca (sf);
previously on Dec 16, 2009 Downgraded to Ca (sf)

EUR8M Class A-3F Fixed Rate Notes, Affirmed Ca (sf); previously
on Dec 16, 2009 Downgraded to Ca (sf)

EUR8M Class BE Floating Rate Notes, Affirmed Ca (sf); previously
on Dec 16, 2009 Downgraded to Ca (sf)

EUR7M Class BF Fixed Rate Notes, Affirmed Ca (sf); previously on
Dec 16, 2009 Downgraded to Ca (sf)

EUR12.3M Class S1 Combination Notes, Affirmed Aa3 (sf);
previously on Mar 11, 2009 Confirmed at Aa3 (sf)

This transaction is a managed cash CDO of European structured
finance assets, composed primarily of RMBS(65%) and CLOs (26%).

Ratings Rationale:

Moody's explained that the rating actions taken are the result of
the deleveraging of the transaction. The class A-1 notes have
repaid approximately 88% of their initial principal balances. As
a result of the deleveraging, the trustee reported class A
coverage ratio has increased by 7.93% since December 2012 to
127.85% in October this year. In the same period, the class B
coverage ratio has increased slightly from 105.65% to 107.51%.
The weighted average rating factor (WARF) of the remaining assets
has increased from 2349 to 2915 signalling a worsening of the
credit quality.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For classes
S1, S2 and S3, the 'Rated Balance' is equal at any time to the
principal amount of the combination notes on the issue date minus
the aggregate of all payments made from the issue date, either
through interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

Factors that would drive the rating up/down:

In the process of determining the ratings, Moody's took into
account the results of sensitivity analyses:

1) Swap counterparty risk -- Two assets in the pool are on review
for possible downgrade following Moody's update of its approach
to swap counterparty risk in ABS. A scenario where these assets
are eventually downgraded by more than two notches was modelled.

2) Rate of Asset Amortisation -- Moody's tested the rate of asset
amortization. Scenarios were modelled where the remaining assets
amortize either slowly or rapidly.

The corresponding model outputs are within one notch of the base
case result.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by uncertainties of credit
conditions in the general economy. The transaction's performance
may also be impacted either positively or negatively by general
macro uncertainties such as those surrounding future housing
prices, pace of residential mortgage foreclosures, loan
modification and refinancing, unemployment rates and interest
rates.

Methodology Underlying the Rating Action:

Loss and Cash Flow Analysis:

In rating this transaction, Moody's supplemented the model runs
by using CDOROM(TM) to simulate the default and recovery scenario
for each assets in the portfolio. Losses on the portfolio derived
from those scenarios have then been applied as an input in the
Moody's EMEA Cash-Flow model to determine the loss for each
tranche. In each scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. By repeating this process and averaging over the
number of simulations, an estimate of the expected loss borne by
the notes is derived. The Moody's CDOROM(TM) relies on a Monte
Carlo simulation which takes the Moody's default probabilities as
input. Each asset in the portfolio is modelled individually with
a standard multi-factor model reflecting Moody's asset
correlation assumptions. The correlation structure implemented in
CDOROM(TM) is based on a Gaussian copula. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


NORTH WESTERLY: Fitch Rates EUR21MM Class E Notes 'BB(EXP)sf'
-------------------------------------------------------------
Fitch Ratings has assigned North Westerly CLO IV 2013 B.V.'s
notes expected ratings, as follows:

  EUR152m Class A-1: 'AAA(EXP)sf'; Outlook Stable
  EUR25m Class A-2: 'AAA(EXP)sf'; Outlook Stable
  EUR37m Class B: 'AA(EXP)sf'; Outlook Stable
  EUR17.5m Class C: 'A(EXP)sf'; Outlook Stable
  EUR16m Class D: 'BBB(EXP)sf'; Outlook Stable
  EUR21m Class E: 'BB(EXP)sf'; Outlook Stable
  EUR36.5m subordinated notes: not rated

Transaction Summary:

North Westerly CLO IV B.V. is an arbitrage cash flow
collateralized loan obligation (CLO). Net proceeds from the
issuance of the notes will be used to purchase a EUR300 million
portfolio of European and US leveraged loans and bonds. The
portfolio is managed by NIBC Bank NV. The reinvestment period is
scheduled to end in 2017.

The assignment of the final ratings is contingent on the receipt
of final documents conforming to information already received.

Key Rating Drivers:

Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B'/'B-' range. The agency has credit opinions on 47 of the 51
obligors in the indicative portfolio, and the expected ratings
are contingent on credit opinions being obtained on all the
obligors that do not have public rating available. The indicative
portfolio includes a number of loans to mid-cap borrowers in
Germany and the Netherlands that are less widely syndicated and
have not been included in other CLOs. These loans may be
significantly less liquid in secondary trading compared with more
broadly syndicated loans.

Above Average Recoveries

At least 90% of the portfolio will comprise senior secured loans
and senior secured bonds. Recovery prospects for these assets are
typically more favorable than for second-lien, unsecured, and
mezzanine assets. The covenanted weighted average (WA) Fitch
recovery rate is 68%. Fitch has assigned Recovery Ratings to 53
of the 57 assets in the indicative portfolio, with a WA Fitch
recovery rate of 76.2%.

Limited Basis/Reset Risk

Fixed assets can account for up to 10% of the portfolio, while
8.2% of the liabilities are fixed-rate. Therefore the transaction
is less exposed to rising interest rates compared with other
European CLOs. Liabilities pay semi-annually 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 assets not
denominated in EUR. All non-euro assets have to be hedged using
suitable asset swaps. Non-euro assets are limited to 20% of the
portfolio.

Amendments to Documents

The documents allow the trustee to approve certain changes to
transaction documents upon the receipt of rating confirmation
without further reference to investors. However, the rating
impact is not equivalent to determining whether such a change is
prejudicial to the interests of investors. It should be noted
that the provision of rating confirmations is at the discretion
of Fitch and we may choose not to provide rating confirmations.

Rating Sensitivities:

-- A 25% increase in the expected obligor default probability
    would lead to a downgrade of one to four notches for the
    rated notes.

-- A 25% reduction in the expected recovery rates would lead to
    a downgrade of one to five notches for the rated notes.



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


BW GROUP: Moody's Confirms 'Ba2' CFR & Sr. Sec. Bond Rating
-----------------------------------------------------------
Moody's Investors Service confirmed the Ba2 corporate family
rating and senior secured bond rating of BW Group.

The ratings outlook is stable.

This rating confirmation concludes the review for downgrade
initiated on October 28, 2013.

Ratings Rationale:

The rating action follows the completion of the initial public
offering of BW Group's subsidiary, BW LPG, and the arrangement
and drawdown of a loan facility by BW Gas Juju, which is a joint
venture between BW Group and Marubeni Corporation (Baa2 stable).

Both these transactions raised about US$2.1 billion in proceeds:
(1) US$0.6 billion from the sale of the BW Group's stake and new
equity in BW LPG; (2) US$0.7 billion in new borrowings at BW LPG;
and (3) US$0.9 billion in new debt at BW Gas Juju.

The proceeds have been used to repay US$1.1 billion in debt at
the BW Group level and the balance will be used to fund capital
expenditures.

"The reduction in borrowings at the holding company has
materially improved BW Group's tight covenant headroom under its
bank loan and bond covenants, which was the key reason for the
review for downgrade on the ratings," says Vikas Halan, a Moody's
Vice President and Senior Analyst.

"Following these transactions, BW Group has achieved a more
efficient corporate structure under which each subsidiary and
joint venture will be funded with borrowings backed by the
vessels at the respective entities," adds Mr. Halan, who is also
Lead Analyst for BW Group.

In addition to reduced borrowings, the cash balance at the
holding company has also increased by an estimated US$0.7
billion, which will be sufficient to cover its committed capital
expenditure of US$309 million over the next two years.

However, the total borrowings of the group, including debt at BW
Offshore, BW LPG and BW Gas Juju, have increased by about US$0.5
billion to US$4.2 billion from the US$3.7 billion recorded before
these transactions.

As a result, the amount of debt at the subsidiary level to total
assets of the group has also increased to 35%, from less than 20%
before the transactions, creating structural subordination for
bondholders at the holding company.

"While we note increased structural subordination for lenders at
the holding company level following these transactions, we do not
notch down the senior secured bond rating from BW Group's
corporate family rating. In Moody's view, the risk of structural
subordination is mitigated by the existence of an exclusive pool
of vessels for the bondholders, an expectation that the holding
company will retain a high level of liquidity and the ability of
the holding company to independently service its debt
obligations," says Mr. Halan.

The bondholders at the holding company are secured by their
exclusive pool of vessels at a market value of 125% of the total
outstanding amount, as required under its covenant.

Furthermore, the cash flow at the holding company -- excluding
dividends from its subsidiaries -- will be sufficient to cover
its interest on debt at the holding company.

The holding company also has a substantial cash balance of $0.8
billion, which is sufficient to repay debt or invest in EBITDA-
producing assets that will further improve the credit profile of
the holding company.

Upward pressure on the ratings can develop if BW Group's
consolidated credit metrics improve beyond Moody's expectations.

Such an improvement can come from an improvement in its profit
margins and cash flows.

Credit metrics indicating upward pressure include consolidated
debt/EBITDA declining below 5.0x and EBIT/interest increasing
above 2.0x on a sustained basis.

The ratings could come under pressure if BW Group and/or its
subsidiaries (1) experience deterioration in its profit margins;
or (2) take on additional debt-funded expansion/acquisitions.

Credit metrics that indicate downgrade pressure include
consolidated debt/EBITDA increasing beyond 6.0x-6.5x and/or
EBIT/interest falling below 1.5x - 1.0x on a sustained basis.

The senior secured bond rating of BW Group could be notched below
its corporate family rating if the holding company's credit
profile deteriorates or its financial policy becomes more
aggressive.

Indicators of such an event include (1) funds flow from
operations plus interest expense to interest expense at the
holding company level falling below 2.5x or (2) retained cash
flow to net debt at the holding company level falls below 20%; or
(3) cash at the holding company is used for shareholder
distributions or in a way that does not result in a decline in
debt or an increase in operating cash flow at the holding company
level.

BW Group is a diversified shipping group with operations in four
key segments: (1) liquefied petroleum gas; (2) tankers; (3)
liquefied natural gas; and (4) floating, production, storage and
offloading vessels (FPSO). BW Group is a privately held holding
company, of which 93% is owned by the Sohmen family and 7% by
HSBC. BW Group owns a 49.8% stake in BW Offshore Ltd, an Oslo-
listed company and the world's second largest FPSO owner and
operator, and a 52.2% stake in BW LPG Limited, another Oslo-
listed company and the world's largest very large gas carrier
owner and operator.



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


POLAND: Records 70 Corporate Bankruptcies in November
-----------------------------------------------------
Warsaw Business Journal, citing Euler Hermes Collections, reports
that in November this year, 70 Polish companies went bankrupt.

Altogether, those firms employed 1,800 people and had a total
revenue of some PLN600 million, WBJ discloses.

According to WBJ, since the beginning of this year, 868
businesses declared bankruptcy compared to 860 in the
corresponding period of 2012.

Euler Hermes said that local or regional firms are more likely to
go bankrupt, particularly SMEs, WBJ relates.  In November only,
one of the companies that went bankrupt had revenue higher than
PLN100 million, WBJ states.  The main reason for the companies'
poor financial standing was low domestic revenue, WBJ says.


POLIMEX SA: Creditors Agree to Delay Capital Increase, Payment
--------------------------------------------------------------
Marta Waldoch at Bloomberg News reports that Polimex S.A. said
its creditors on Tuesday agreed to a delay of capital increase of
the company's Prinz-1 unit that was due Nov. 30 until Dec. 31.

Separately, Bloomberg's David McQuaid reports that creditors of
the company agreed on Monday to delay payment of interest on
loans and liabilities due by Nov. 29.

According to Bloomberg, breach of the agreement may result in
cancellation of Dec. 2012 deal with banks and bondholders on
restructuring liabilities.

Polimex-Mostostal is a Polish engineering and construction
company that has been on the market since 1945.  The Company is
distinguished by a wide range of services provided on general
contractorship basis for the chemical as well as refinery and
petrochemical industries, power engineering, environmental
protection, industrial and general construction.  The Company
also operates in the field of road and railway construction as
well as municipal infrastructure.  Polimex-Mostostal is a large
manufacturer and exporter of steel products, including platform
gratings, in Poland.



===============
P O R T U G A L
===============


CAIXA GERAL: Moody's Affirms Ba3 Debt Rating; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative on the Ba3 government-guaranteed debt ratings of four
Portuguese banks: Caixa Geral de Depositos, S.A. (CGD), Banco
Espirito Santo, S.A. (BES), Banco Comercial Portugues, S.A. (BCP)
and BANIF-Banco Internacional do Funchal, S.A.(Banif).

At the same time, Moody's has affirmed the debt and deposit
ratings of Caixa Geral de Depositos S.A. (CGD) at Ba3/Not Prime.
The standalone bank financial strength rating (BFSR) has also
been affirmed at E (equivalent to a caa1 baseline credit
assessment or BCA) and the ratings of CGD's senior subordinated
debt, junior subordinated debt and preference shares have been
affirmed at current rating levels. All ratings carry a negative
outlook.

The rating actions follow the recent change of the outlook on the
Ba3 government bond rating of Portugal to stable from negative.

Ratings Rationale:

Rationale for Changing Outlook on Government Guaranteed Debt:

Rating actions follow the change of the outlook on the Ba3
Portuguese government bond rating to stable.

Moody's rates Portuguese government-guaranteed debt at the
sovereign rating level. The outlook on the government-backed debt
of CGD, BES, BCP and Banif has been aligned with the stable
outlook on Portugal's Ba3 government bond rating.

The ratings of these government-guaranteed securities have been
affirmed at Ba3, following the affirmation of the Portuguese
sovereign bond rating at Ba3, announced on 8 November 2013.

Rationale for Affirmation of CGD's Ratings:

CGD is Portugal's largest financial institution with total assets
of EUR112.4 billion at end-September 2013 and is 100% owned by
the Portuguese government. The stabilization of the outlook of
CGD's parent has not triggered a similar change in the outlook of
the bank's ratings, which remains negative.

Affirmation of CGD's ratings with a negative outlook has been
driven by Moody's view that risks of CGD's creditworthiness are
still skewed to the downside based on the rating agency's
expectations of ongoing asset quality and profitability pressures
stemming from the country's still weak operating environment --
at end-September 2013, CGD reported a non-performing loan (NPL or
so-called "credit at risk") ratio of 11.9% compared to 9.2% a
year earlier --, and that the bank's weak credit fundamentals are
likely to be further challenged during 2014 in light of Moody's
expectations of very modest economic growth in Portugal.

Furthermore, Moody's says that declining lending volumes, low
interest rates and increasing non-earning assets have
significantly diminished CGD's capacity to generate recurring
earnings that could fully offset its asset-quality pressures,
especially if the pressures from the operating environment
continue. During the first nine months of 2013, CGD reported a
EUR277.8 million loss compared to a loss of EUR130 million for
the same period a year earlier.

The debt ratings of CGD have been affirmed at Ba3, resulting in
four notches of uplift from its standalone credit assessment of
caa1, and based on Moody's assessment of a very high probability
of support from the Portuguese government as CGD's sole
shareholder.

Rationale for the Negative Outlook of CGD and Stable Outlook for
the Government Guaranteed Debt Securities:

The negative outlook that Moody's has assigned to CGD's ratings
reflects its vulnerability to a further weakening of its credit
profile in light of the anticipated modest recovery of the
Portuguese economy and the negative implications for its asset
quality metrics. The outlook also reflects the downside risks to
Moody's macroeconomic forecasts, which could exert further
credit-negative pressure if these risks were to materialize.

The stable outlook on the government-backed debt of CGD, BES, BCP
and Banif has been aligned with the stable outlook on Portugal's
Ba3 government bond rating.

What Could Move the Rating of CGD Up/Down:

Further downward pressure would be exerted on CGD's standalone
BCA if (1) a broad deterioration of its financial fundamentals
means that the bank cannot deliver the targets contemplated on
its five year capital and funding plan approved by the Troika and
Bank of Portugal (i.e. a Core Tier 1 ratio above 10% as per Bank
of Portugal's criteria and a loan to deposit ratio below 120%);
(2) operating conditions worsen beyond Moody's current
expectations of a very modest GDP recovery for 2014; and/or (3)
the bank's liquidity profile deteriorates significantly (i.e.
significant outflow of deposits, increased reliance on European
Central Bank (ECB) funding to refinance maturing wholesale
funding, etc.).

The bank's debt and deposit ratings are linked to the standalone
BCA, and any change to the BCA would likely also affect these
ratings. Furthermore, any change in Moody's systemic support
assumptions may directly impact CGD's senior debt ratings. A
reduction in the level of government ownership could also
adversely affect the bank's debt and deposit ratings, although
this is not envisaged by Moody's in the foreseeable future.

Moody's is unlikely to raise the banks' BCA, given the negative
outlook. An improvement of its BCA could be driven by clear
visibility of an asset-quality improvement, together with a
sustainable recovery in its recurring earnings and capacity to
generate capital. Any significant macroeconomic growth beyond
Moody's central scenario of 0.7% in 2014 could underpin signs of
a turnaround and also increase positive rating pressure.


PORTUGAL: Fitch Says Banks' Bad Debt to Rise Slow in 2014
---------------------------------------------------------
Asset-quality deterioration, the largest risk for Portuguese
banks, is likely to lessen in 2014, Fitch Ratings says. Fitch
expects non-performing loans (NPL) to rise further, although more
slowly as the economy just about comes out of recession next
year. The banks also remain vulnerable to sovereign risks,
including Portugal's progress with the IMF-EU program. These
underpin Fitch Negative Outlook for the sector.

There was already a slowdown in new NPL formation in the first
nine months of 2013. But loans to SMEs and construction, real
estate, and domestic consumer sectors are still vulnerable in
2014 as Fitch forecasts a mere 0.2% GDP growth. The risks will
not fully recede until there is a firm economic recovery.

The extent to which banks are affected depends on their loan mix.
Of the banks Fitch rates, Millennium bcp, Caixa Geral de
Depositos, Caixa Economica Montepio Geral and Banif have more
significant exposure to the construction and real estate sectors.
This explains most of the asset-quality deterioration in recent
years. Their NPLs are likely to peak after those of their
domestic peers.

Another source of credit risk for Portuguese banks is sovereign
debt holdings, largely concentrated on Portugal. Some banks
increased their exposure in 2013, largely in short-term
instruments, to support revenues by undertaking carry trades.
Fitch expects overall volumes to stay high in 2014 as this
strategy continues, so the banks will remain exposed to
fluctuations in reserve valuations depending on sovereign debt
pricing. If Portugal continues to deliver on its program targets,
sovereign debt valuation risks could reduce further or stabilize
in 2014.

Loan impairment charges are likely to stabilize in 2014, but stay
high, as banks will want to maintain coverage ratios to offset
downside risk in Portugal, including falls in collateral value.
The Portuguese authorities have been reviewing the banks' loan
books since 2011, which means banks should be well placed coming
into the ECB's asset-quality review and stress test, although
this would depend on final criteria applied.

The banks' improved capitalization should also help them with the
assessments. Their core capital ratios were well above the 10%
minimum required by the Bank of Portugal at end-Q313, providing a
buffer against credit deterioration.

The banks have also strengthened their funding structures and
Fitch believes they will continue to focus on deposit growth,
moderate loan deleveraging and reducing central bank funding. But
capital and funding may come under pressure if the recession is
prolonged and market volatility returns.



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


ALFASTRAKHOVANIE PLC: Fitch Raises IFS Rating to 'BB'
-----------------------------------------------------
Fitch Ratings has upgraded Russia-based AlfaStrakhovanie PLC's
Insurer Financial Strength (IFS) rating to 'BB' from 'BB-' and
National IFS rating to 'AA-(rus)' from 'A+(rus)'. The Outlooks
are Stable.

Key Rating Drivers:

The upgrade reflects AlfaStrakhovanie's ability to maintain
profitability at a positive level in 2012-9M13 after a number of
years of reporting a net loss on a consolidated basis, which was
significantly weakened by the result of the medical services
subsidiary. Based on Fitch's own internal assessment, the
insurer's risk-adjusted capital position has remained relatively
stable despite the pressure of rapidly growing business volumes.

AlfaStrakhovanie's 9M13 management reporting indicates it expects
to report a similar level of net profit in 2013 relative to 2012.
The net income will include a combination of a worsened
underwriting result and improved investment income. The
performance of AlfaStrakhovanie's medical subsidiary continues to
be a drag on the insurer's consolidated income. This pressure is
likely to reduce after the targeted sale of control in the medium
term.

The ratings continue to reflect AlfaStrakhovanie's strategic
importance to its parent, Alfa Group, the parent's track record
of providing capital support over several years and Fitch's view
that this support is likely to continue to be available in the
future.

Although the insurer's combined ratio deteriorated to 98.2% in
9M13 from 93.7% in 9M12 and 95.8% in 2012, Fitch believes it
demonstrated some resilience to deterioration in the local
operating environment and a catastrophe property loss in 3Q13.

The unfavorable changes in claims regulation in 2H12 put
significant pressure on the underwriting performance of all
Russian motor insurers with the compulsory motor third-party
liability (MTPL) line most exposed. Motor underwriters responded
to these changes in different ways ranging from a deliberate cut
in MTPL growth to opportunistic expansion in the segment with
lower competition.

In the first half of 2013, AlfaStrakhovanie applied selective
tightening of MTPL pricing in different regions of Russia based
on their individual levels of the loss ratio. Following the
line's loss ratio deterioration to 61% in 1H13 from 56% in 1H12,
AlfaStrakhovanie introduced broader tightening from 2H13. This
has not yet achieved an improvement, with the line's loss ratio
deteriorating further in 9M13, but is expected to at least stop
further deterioration in 4Q13.

The other factor behind the deterioration of AlfaStrakhovanie's
underwriting result in 9M13 was the catastrophe loss.
AlfaStrakhovanie was the primary insurer under two construction
policies for a power station built near Moscow. The unfinished
station was flooded in September 2013, which is likely to be one
of the top historical losses in the Russian insurance sector. The
claim is at an early stage of assessment with no indications
provided yet.

According to AlfaStrakhovanie's assessment, the probable maximum
loss (PML) under both policies is approximately RUB14bn, with
only 1.5% of this retained by AlfaStrakhovanie (equal to 4% of
the insurer's equity at end-2012) and the rest ceded to Russian
insurers, which in turn retroceded it through their treaties,
mostly to strong international reinsurers. The Russian reinsurers
have retained approximately 4% of the original PML.
AlfaStrakhovanie has also written a 5% share in a reinsurance
placement of a minor property risk related to the same station
and fully retroceded it. Based on this information, Fitch
understands that this claim is unlikely to have a significant
impact on AlfaStrakhovanie's capital, assuming that the
reinsurance protection performs as expected.

AlfaStrakhovanie's low risk-adjusted capitalization and the
insurer's track record of a limited ability to generate capital
internally continue to be rating constraints. To some extent,
capital weakness has been mitigated by the prudent investment
policy and appropriate reinsurance protection, which have
protected the insurer's capital from major losses to date.

AlfaStrakhovanie's investment discipline continues to be a
positive rating factor. Fitch views the insurer's investment
portfolio as of good credit quality, albeit with substantial
deposits made with its sister company, Alfa-Bank (BBB-/Stable).
Although this does mean there is a concentration risk in the
portfolio, this has gradually been decreasing to 19% at end-2012
from 22% at end-2011 and 36% at end-2010. The insurer also has a
relatively healthy liquidity position.

RATING SENSITIVITIES

If AlfaStrakhovanie manages to strengthen its risk-adjusted
capital position through earnings generation, that would be
considered a trigger for a potential upgrade.

The ratings could be downgraded if the strategic importance of
AlfaStrakhovanie to its parent decreased. This could result, for
example, from AlfaStrakhovanie failing to meet the strategic
target set by the shareholders. AlfaStrakhovanie's rating could
also be downgraded if its shareholders fail to support
capitalization of the company in the context of continuing
growth.


IFC RFA-INVEST: S&P Assigns 'B-' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B-' long-term issuer credit rating and 'ruBBB-' Russia national
scale rating to Russian residential property developer IFC RFA-
Invest OJSC (RFA-Invest).  The outlook is stable.

At the same time, S&P assigned its 'B-' long-term issuer credit
rating and 'ruBBB-' Russia national scale rating to the Russian
ruble (RUB)2.2 billion (US$68 million) amortizing senior
unsecured bond that RFA-Invest placed in February 2013.  The bond
will have 12 quarterly fixed-rate coupons and an amortizing
repayment schedule.  In 2015, 50% of the bond is scheduled for
redemption, and another 50% should be repaid in 2016.  S&P has
assigned a recovery rating of '3' to the bond, reflecting its
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

The ratings on RFA-Invest reflect S&P's view that there is a
"moderate" likelihood that the Russian Republic of Sakha
(BB+/Negative/--; Russia national scale ruAA+), which owns 49% of
the company, would provide timely and sufficient extraordinary
support to RFA-Invest in the event of financial distress.  The
ratings also incorporate RFA-Invest's stand-alone credit profile
(SACP), which S&P assess at 'ccc+' owing to the volatile cash
flow characteristics of the homebuilding industry, which is
cyclical and capital intensive.  In addition, RFA-Invest's SACP
is negatively affected by its reliance on a relatively small
regional economy to drive housing demand and by its high
financial leverage.

Accordingly, the rating on RFA-Invest is one notch higher than
its 'ccc+' SACP, based on S&P's assessment of its business risk
profile as "vulnerable" and its financial risk profile as "highly
leveraged."  The SACP reflects RFA-Invest's short track record in
completing and selling residential properties within its current
scope of residential developments, and its relatively high
leverage and small operating cash flow base.

RFA-Invest was set up in 2005 as an investment company and
initially operated in financial markets as an investment
brokerage and trading company to help Sakha-owned GREs raise
capital market funds.  Since 2008, the company has been operating
in the residential development market in line with Sakha's
affordable housing development program, and has raised off-budget
funds by issuing bonds to finance its development projects.

The stable outlook reflects S&P's expectation that the likelihood
of extraordinary government support to RFA-Invest will not change
over the coming 12 months.  S&P also considers that the potential
support will mitigate the risks related to the high leverage and
weak internal cash generation that S&P expects over the early
stages of RFA-Invest's development cycle.

S&P could take a negative rating action within the next 12 months
if it believed the likelihood of timely extraordinary support
from Sakha's government had decreased.  A weakening in RFA-
Invest's SACP owing to an unexpected fall in demand, with weaker
operating margins and cash flow generation, might also lead S&P
to take a negative rating action.  If S&P downgraded Sakha, it
would not immediately lower the ratings on RFA-Invest.

S&P could take a positive rating action within the next 12 months
if RFA-Invest's role and link to Sakha's government strengthened
through clear and documented policy statements.  If S&P saw
evidence of RFA-Invest translating growing operating cash flow
generation into a stronger equity base and better liquidity
provisions, it might raise its assessment of the company's SACP
and consequently its rating.


MASTER BANK: Has a Bankruptcy Suit Filed by Russia Central Bank
---------------------------------------------------------------
According to Itar-Tass, the High Arbitration Court reported on
its Web site that the Central Bank of Russia filed a bankruptcy
suit against Master Bank.

The legal action was registered on Dec. 3, Itar-Tass discloses.

The regulator revoked Master Bank's license on Nov. 20, Itar-Tass
recounts.

"The revocation of the license is pursuant to the CBR's policy to
remove from the market of banking services the loan institutions
involved in illegal activates, violating banking legislation,
distorting information about their financial position and
creating a real threat to the depositors and creditors'
interests," Itar-Tass quotes the regulator as saying in a press
release.

Master Bank's liability to depositors exceeded RUR47 billion
(US$1.4 billion) as of the date of license revocation, Itar-Tass
notes.

Master Bank is a private bank in Moscow.  As of 2012, it is the
69th largest bank in Russia.


RUSSIAN STANDARD: S&P Affirms 'B+/B' Ratings; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it had revised its
outlook on Russian Standard Bank JSC (RSB) to negative from
stable.  At the same time, S&P affirmed its 'B+' long-term and
'B' short-term counterparty credit ratings and 'ruA' Russia
national scale rating on the bank.

The outlook revision reflects S&P's view that the substantial
asset quality deterioration observed throughout 2013 will
continue in 2014, gradually weakening RSB's financial profile.
RSB's income-generation capacity is weaker than S&P had expected,
owing to rapidly increasing credit costs.  S&P has therefore
revised its assessment of RSB's capital and earnings to "weak"
from "moderate," as defined in S&P's criteria.  In turn, this has
led S&P to lower the bank's stand-alone credit profile (SACP) to
'b' from 'b+'.

"We understand that RSB's shareholders and management have taken
steps to strengthen its capital base, including converting a
Russian ruble (RUB) 5 billion (about US$156 million) subordinated
loan into Tier 1 capital.  This resulted in a net capital inflow
of RUB3.7 billion in 2012 and RUB1.3 billion in 2013 through
recognition of income from recalculating the loan's carrying
value at a market interest rate.  In addition, the board has
decided not to pay dividends in 2013," S&P said.

However, RSB's credit costs have increased faster than S&P
expected, owing to deterioration of the loan portfolio, which put
considerable pressure on its bottom-line result.  Loan losses
amounted to 14.23% of total loans as of June 30, 2013, compared
with 8.9% in 2012.  S&P has observed similar weakening at other
Russian banks as the Russian economy slows and because household
debt has outpaced wealth accumulation.  This follows years of
rapid growth in unsecured consumer loans.

As a result, S&P expects the bank's earnings to decline
substantially, with RSB posting only a marginal profit in 2013
after RUB6.3 billion in 2012.  S&P expects credit costs and
nonperforming loans (NPLs) to increase further in 2014, and the
absolute amount of new loan loss provisions to constrain net
profit to weak levels.  S&P notes, however, that the bank has
substantially strengthened its lending standards to stop the
deterioration, and that the retail lending book carries very
short durations.  S&P's projected risk-adjusted capital (RAC)
ratio for RSB over the next 12-18 months is 4.0%-4.5%, which is
"weak" according to its criteria.

At the same time, S&P notes that RSB maintains leading positions
in retail banking in Russia.  It has numerous clients and a
material portion of systemwide retail deposits.  With total
assets of RUB364.3 billion (about $10.5 billion) on Sept. 30,
2013, RSB ranks at No. 17 among Russia's top banks.  This was due
to significant growth since year-end 2010, when RSB was at
No. 31. RSB is eighth in retail deposits, and S&P views this
position as sustainable.

S&P considers the bank to have "moderate" systemic importance and
add one notch of uplift to the SACP.  S&P bases its ratings on
RSB on its 'bb' anchor for banks operating predominantly in
Russia and its view of RSB's "moderate" business position, "weak"
capital and earnings, "moderate" risk position, "average"
funding, "adequate" liquidity, and "moderate" systemic importance
in Russia.

The negative outlook reflects the possibility of a downgrade if
RSB's loan portfolio continues to deteriorate over the next 12-18
months.  In particular, this would be indicated by a continuous
increase of reported NPLs and loan losses in 2014, such that NPLs
exceeded 15% and loan losses were much higher than in 2013.  Such
levels could constrain RSB's earnings capacity and, combined with
shareholders' decisions regarding the dividend policy and
involvement in nonbanking projects, further weaken the bank's
capitalization.

A positive rating action is unlikely in the next 12 months.
However, S&P might consider raising the ratings in the longer
term if RSB received a sizable Tier 1 capital injection that
improved the RAC ratio to sustainably above 5%, given moderate
asset growth and reduced pressure on margins.  This should allow
RSB to post a return on assets substantially and sustainably
above 2%.


TRANSOIL LLC: Moody's Changes Outlook on 'Ba3' CFR to Positive
--------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the Ba3 corporate family rating (CFR) and Ba3-PD
probability of default rating (PDR) of Transoil LLC, a Russian
freight rail transportation company. Concurrently, Moody's has
affirmed these ratings.

Ratings Rationale:

The change of outlook on the ratings to positive reflects Moody's
expectation that Transoil will improve its financial metrics over
the next 12-18 months, while maintaining its strong liquidity,
robust operating performance and leading position in its core
Russian rail-based transportation market for oil and oil
products.

In particular, Moody's expects that the company's debt/EBITDA
will decline below 2.0x, EBIT interest coverage increase above
6.0x and funds from operations (FFO)/debt improve to above 40% on
a sustainable basis, compared with 2.2x, 5.0x and 35%,
respectively, as of June 2013 (all metrics are as adjusted by
Moody's).

Transoil's Ba3 CFR reflects (1) Moody's expectation that Transoil
will continue to generate solid positive free cash flow (FCF),
based on the assumption that the company's shareholder
distributions and capital expenditure (capex) will be moderate;
(2) Moody's expectation of sustainable demand for rail-based
transportation services from the Russian oil and oil products
industry; and (3) Transoil's leading market share in terms of
cargo volumes (more than 20% of the Russian rail-based
transportation market for oil and oil products).

This market share is supported by Transoil's large and fairly
modern fleet of more than 34,000 tank cars in operation,
established relationships with its key customers (Rosneft OJSC
(Baa1 negative), Gazprom Neft JSC (Baa2 stable) and
Surgutneftegas OJSC (unrated)) and barriers to new market
entrants in terms of customer confidence and the scale of
investments required to build up a comparable fleet. Moody's
positively notes some improvement in Transoil's customer
diversification, as the company has recently established
relationships with a fourth key customer, Novatek OAO (Baa3
stable).

The rating also takes into account the company's strong
liquidity, supported by solid operating cash flow, a substantial
cash balance and capex flexibility; as well as its low foreign
currency risk, as all its debt and sales are denominated in the
domestic currency.

Transoil's rating further factors in (1) the company's high
industry and customer concentration, as in first half 2013
Transoil derived 85% of its revenues from its four key customers:
Gazprom Neft group, Rosneft group, Surgutneftegas group and
Novatek group; (2) competition from new oil and oil products
pipelines in Russia; (3) Transoil's track record of extraordinary
dividend distributions; (4) its highly concentrated ownership,
which creates the risk of rapid changes in the company's strategy
and development plans, along with the risk of a revision of its
financial policy and a step-up in shareholder distributions; and
(5) the company's overall exposure to an emerging market
operating environment with a less developed regulatory, political
and legal framework.

What Could Change the Rating Up/Down:

Moody's could consider an upgrade of Transoil's rating if, in
addition to there being no material deterioration in the Russian
rail-based transportation market for oil and oil products, the
company (1) reduces its adjusted debt/EBITDA to below 2.0x, while
benefiting from support for its operations provided by its leased
fleet; (2) maintains adjusted FFO/debt above 30%; (3) prudently
manages its dividend distributions and capex, continuing to
generate solidly positive FCF; (4) demonstrates robust operating
performance and solid liquidity; and (5) retains its strong
customer base and market position.

Conversely, Moody's could downgrade Transoil's rating if its
debt/EBITDA were to increase above 2.5x or FFO/debt to decrease
below 20% on a sustained basis (all metrics are Moody's-
adjusted), or if its operating performance, market position or
liquidity were to deteriorate materially. Downward pressure could
also be exerted on the rating if the company loses and fails to
replace any of its major customers. Given the nature of the
company's concentrated ownership, negative rating pressure could
arise as a result of any material changes to the shareholding
structure and/or financial policies, including a loss of the main
shareholder and/or a material step-up in shareholder
distributions.

Headquartered in St. Petersburg, Transoil is a major tank car
operator in Russia, with a fleet of more than 34,000 units in
operation as of September 2013. In the 12 months to 30 June 2013,
Transoil generated revenue of more than RUB70 billion ($2
billion). Around 85% of this revenue was received from four
Russian oil and gas companies: Rosneft, Gazprom Neft,
Surgutneftegas and Novatek. Transoil is majority-owned by a group
of companies controlled by Mr. Gennady Timchenko.


TRANSTELECOM JSC: Fitch Revises Outlook to Neg. & Affirms B+ IDR
----------------------------------------------------------------
Fitch Ratings has revised the Outlook on JSC Transtelecom
Company's (TTK) to Negative from Stable and affirmed the
company's Long-term Issuer Default Rating (IDR) at 'B+' and
National Long-term rating at 'A-(rus)'. TTK's senior unsecured
debt has been affirmed at 'B+'/'RR4' and domestic senior
unsecured debt at 'A-(rus)'.

The revision of the Outlook reflects increased execution risks of
the company's broadband strategy due to network roll-out delays
vs. the earlier plan and on-going average revenue per user (ARPU)
pressures. Leverage is rising, and even modest underperformance
may push it above the downgrade trigger levels.

TTK operates a large-capacity fibre backbone network laid along
Russian railways. It holds established positions in the inter-
operator segment, and pursues a strategy of rapid broadband
development. The company operates under an asset-light business
model and depends on its shareholder for leasing core fibre
network.

Key Rating Drivers:

Progress in the Broadband Segment But Execution Risks Remain High

TTK has progressed with its strategy of diversifying into the
fixed-line broadband segment. It plans to capitalize on the
existing high capacity backbone infrastructure laid along Russian
railways by building short network extensions to underpenetrated
territories. TTK's ambition is to double its broadband subscriber
base to 2.4m customers by end-2015 from 1.2m at end-September
2013. Fitch expects the company to organically add close to
300,000 subscribers in 2013.

However, the company faces significant execution risks with its
strategy. TTK will need to significantly increase new subscriber
additions in 2014-2015 while keeping churn under control. Key
operating threats are a lower penetration of covered households
and a continuing fall in ARPUs. A rapid expansion of household
coverage would require large capex, leading to a substantial
increase in leverage.

Outperformance in the Shrinking Inter-Operator Segment

TTK has outperformed its competitors in a shrinking inter-
operator wholesale market reporting market share gains and
positive revenue growth. Fitch expects some outperformance to
continue in the short to medium term but it is not sustainable in
the long run. Key telecoms players in Russia continue to invest
into their own backbone networks, reducing opportunities for
other network providers.

Relationship With Shareholder

Fitch rates TTK on a standalone basis. Legal ties are weak
between TTK and its parent JSC Russian Railways (RZD; BBB/Stable)
as the latter does not guarantee TTK's debt. Owning a telecoms
company is not strategic for a railway operator. However,
operating ties are strong and RZD is likely to retain control
over TTK in the medium term. Any divestment plans are likely to
be limited to selling a minority stake in the company.

TTK provides critical telecom and maintenance services to RZD.
Replacing it as a core telecoms operator is not a feasible option
for the railway monopoly, at least in the medium term.

Balancing High Capex and Leverage

Organic broadband development will continue to require
substantial capex into new infrastructure build-out. The company
faces the challenge of balancing investments with incremental
broadband EBITDA growth, which is necessary to control leverage.
Fitch believes capex will largely be commercially driven,
generating new revenues and EBITDA. This should help keep
leverage at below 3x net debt/EBITDA and provide flexibility for
deleveraging. The company is unlikely to aggressively cover new
territories where it does not see strong demand for broadband
services.

Cost Cutting and Profitability

Broadband roll-out requires significant one-off connection and
distribution costs, which weigh on profitability. This segment's
EBITDA margin will improve and its contribution grow as TTK's
subscriber base expands and matures. Fitch expects TTK to remain
focused on cost efficiency, which will also help margins.

Liquidity Strained by Capex

At end-3Q13 TTK had sufficient liquidity to finance its 2013
capex and cover debt redemptions until end-2014. However, the
company will need to raise additional debt to fund its 2014 capex
program.

Rating Sensitivities:

Negative: Insufficient broadband growth and/or additional
pressures in the inter-operator segment leading to a sustained
rise in leverage to above 3.0x ND/EBITDA and 4.0x FFO adjusted
net leverage without a clear path for deleveraging will likely
lead to a downgrade.

Positive: Ratings may be stabilized if the company manages to the
peak of its capex program (likely in 2014) while controlling
leverage and improving EBITDA generation from new broadband
subscribers.


VELES CAPITAL: S&P Raises LT Counterparty Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
counterparty credit rating on Russia-based Investment Company
Veles Capital to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised the Russia national scale rating on
Veles to 'ruA' from 'ruA-' and affirmed its 'B' short-term
rating.

The upgrade reflects S&P's opinion that Veles has reported
resilient profitability, supported by gradual diversification of
its businesses.  The group has also maintained a low risk
appetite, as its strong capitalization and liquidity illustrate.

S&P believes that over the years, Veles has evolved from a niche
broker present primarily in the domestic promissory note market
to a more diversified market participant.  The group ranked fifth
in Russia in terms of brokerage sales during the first half of
2013, on the back of 80% expansion in volumes year on year.  It
is still by far the largest dealer in the promissory note market,
with a 60% share of sales, and it ranks in the top five in other
segments, including equity and bond trading.  S&P believes that
such diversification improves the resilience of the group's
earnings to adverse conditions in the financial markets.

Veles has achieved this diversification while maintaining a
conservative, low risk appetite.  Its proprietary position is
small and limited to just above 30 names typically rated in the
'BB' category or higher.  Cash placements are represented by
accounts with Russia's stock exchange and banks rated in the
investment-grade categories.  S&P views the risks generated by
the group's new brokerage activity in real estate mutual funds
(under a sister company's management) as contained, particularly
given Veles' strong capitalization.

The group's leverage is low, with capital at about 50% of total
liabilities at all times, supporting Veles' capacity to absorb
unexpected losses.  S&P understands that management intends to
maintain this level of capitalization in the next 18 to 24
months.

S&P considers that Veles has an ample liquidity cushion, in the
form of cash and cash equivalents (generally standing at about
30% of the balance sheet and covering clients' funds) and unused
committed credit lines from banks.  As of Sept. 30, 2013, Veles'
total lines from eight banks exceeded Russian ruble
(RUB)7 billion, of which only RUB650 million had been used.

The stable outlook reflects S&P's view that Veles' strong
capitalization provides a sufficient cushion against potential
trading losses, somewhat offsetting the inherently high earnings
volatility of its business and dependence on developments in
financial markets.

S&P might consider a downgrade if it saw significant
deterioration of Veles' liquidity or a sharply increased risk
appetite.  A decline in capitalization could also trigger a
negative rating action.

Although S&P currently considers the possibility of an upgrade to
be remote, it could raise the ratings if Veles achieved further
improvements in profitability and business diversification, while
maintaining at least adequate capitalization and a controlled
risk appetite, on the back of a sustained stabilization in the
financial markets.



===============
S L O V E N I A
===============


FACTOR BANKA: Moody's Withdraws 'Ba1' Sr. Unsecured Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn Factor Banka's Ba1 Backed
Senior Unsecured rating.  The rating is withdrawn by Moody's for
its own business reasons.


RIMSKE TERME: Terme Resort Buys Business for EUR8.5 Million
-----------------------------------------------------------
SeeNews reports that Terme Resort bought bankrupt Rimske Terme
for EUR8.5 million (US$11.5 million) in an auction on Nov. 28.

According to SeeNews, Terme Resort is owned by Czech company
Arsenij Plus, which in turn is owned by Russian businessman
Valery Arakelov.

Rimske Terme is located 24 kilometers away from the city of
Celje, in the center of the country.

Rimske Terme is a Slovenia-based spa operator.


SVEA: Files for Bankruptcy After Failure to Obtain State Aid
------------------------------------------------------------
SeeNews, citing news agency STA, reports that Svea filed for
bankruptcy on Tuesday after it did not receive the second tranche
of state aid.

According to SeeNews, STA said the government decided not to
grant it a second installment to help Svea, over its failure to
reach debt-to-equity swap agreement with creditors.

SeeNews notes that STA said that in June, Svea's management
called on the state to urgently step in, saying it needs a
EUR1.5 million (US$2.0 million) short-term loan to survive.

Svea is a Slovenian kitchen maker.


TELEKOM SLOVENIJE: Moody's Cuts CFR & Sr. Unsecured Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Telekom Slovenije d.d.'s
corporate family rating (CFR) and senior unsecured rating to Ba2
(LGD4, 50%) from Ba1. Concurrently, Moody's has downgraded the
company's probability of default rating (PDR) to Ba2-PD from Ba1-
PD and lowered its baseline credit assessment (BCA) to ba2 from
ba1. The outlook on all ratings is negative.

"We have downgraded Telekom Slovenije's rating to Ba2 because of
the company's weak liquidity, given its high reliance on the
currently challenged Slovenian banking sector, its reduced cash
balance as a result of its larger-than-expected dividend paid in
August, as well as the expected cash outflow for spectrum in
2014," says Ivan Palacios, a Moody's Vice President - Senior
Credit Officer and lead analyst for Telekom Slovenije.

Ratings Rationale:

The rating downgrade reflects Moody's view that Telekom
Slovenije's liquidity profile remains weak, in light of its high
reliance on domestic banks, which increases the company's
vulnerability to stress in the Slovenian banking sector.

The company's cash balance, which is mostly placed with Slovenian
banks, was reduced following the larger-than-anticipated dividend
for the full year 2012, paid in August 2013. The cash balance
will be further reduced if the company is successful in securing
spectrum in the 2014 auction. Depending on the final amount paid
for spectrum, the company may have to raise additional funds or
draw on its EUR70 million long-term back-up facility from
domestic banks.

In light of the potential cash outflow for spectrum, Telekom
Slovenije's free cash flow for debt repayment will be lower and
the company will have to rely more heavily on accessing the
capital and/or bank markets to refinance its EUR300 million bond
maturing in 2016, which will likely be done at higher rates.
Moody's notes that the company may mitigate the impact of this
extraordinary cash outflow by lowering capex or adjusting its
dividend policy.

The downgrade also reflects Moody's concerns around Telekom
Slovenije's less predictable financial policy, in light of
shareholders' decision to increase the dividend for the full year
2012 against the strategic guidelines established by the
Management and Supervisory Boards. In Moody's view, another
extraordinary dividend payment in 2014 is unlikely, but it cannot
be fully ruled out. Financial policies may be less predictable
than in the past, given that the Slovenian government and a
number of state-owned firms, which together hold more than 75% of
the company, have announced their decision to sell their equity
stakes in a process that could be completed in 2014.

Telekom Slovenije's Ba2 CFR reflects the company's position as a
leading integrated telecom provider in the Slovenian market as
well as its presence in the South East Europe (SEE) region,
particularly in Kosovo and Macedonia. The rating factors in
Telekom Slovenije's weak operating performance as a consequence
of enhanced competitive and regulatory pressures and an adverse
macroeconomic backdrop, which are affecting the company's growth
prospects and operating margins. The rating also reflects Telekom
Slovenije's weak liquidity in light of the company's large
exposure to the Slovenian banking sector. Telekom Slovenije is a
government-related issuer (GRI), but the rating does not
currently benefit from any support uplift.

Rationale for Negative Outlook:

The negative outlook on the ratings primarily reflects the
potential pressures on Telekom Slovenije's liquidity profile as a
result of its reliance on the domestic banking sector, as well as
the very weak credit profiles of Slovenian banks. Longer term, if
access to capital markets and bank lending becomes constrained as
a result of diminished investor or lender confidence, the
company's liquidity profile could face further pressures.

The negative outlook also reflects the challenging macroeconomic
environment in Slovenia as well as the fierce competition and
tough regulation affecting the country's telecoms market. Telekom
Slovenije generated around 84% of its consolidated EBITDA in
Slovenia in 2012, and therefore its ability to decouple from a
weak economy and banking sector is very limited.

The negative outlook also reflects the uncertainties regarding
the company's shareholding structure in light of the government's
decision to sell its majority stake in Telekom Slovenije.

What Could Change the Rating Down/Up:

The rating could come under further downward pressure if (1)
Telekom Slovenije's liquidity profile deteriorates significantly
as a result of the company facing alternative back-up liquidity
constraints or being unable to access the deposits placed with
domestic banks in a timely manner; (2) refinancing risk for the
2016 bond maturity increases; or (3) the company's financial
flexibility otherwise weakens.

Telekom Slovenije's ratings could also come under downward
pressure if (1) the company's underlying operating performance
were to weaken beyond current expectations as a result of
macroeconomic or other considerations; or (2) the company were to
make large extraordinary shareholder distributions, or material
debt-financed acquisitions, investments or cash calls as a result
of litigation such that its credit metrics deteriorated
(including adjusted retained cash flow (RCF)/debt sustainably
below 25% and adjusted debt/EBITDA towards 2.5x).

A deterioration in the creditworthiness of the sovereign could
have an impact on the rating of Telekom Slovenije. Finally,
Moody's could downgrade Telekom Slovenije's rating if the company
is acquired by an entity with a weaker credit profile or its
balance sheet is loaded with a material amount of debt to support
such an acquisition.

Moody's does not currently anticipate upward rating pressure in
light of the negative rating outlook and the weak macroeconomic
conditions in Slovenia. Upward rating pressure would require an
improvement in Telekom Slovenije's liquidity profile and higher
visibility with regard to the company's refinancing plans for the
2016 bond maturity. The development of positive pressure on
Telekom Slovenije's rating will also require (1) the
stabilisation of the macroeconomic and operating environment; and
(2) the company to sustain its current credit metrics, such as
adjusted debt/EBITDA well below 2.0x, and generate substantial
positive free cash flow on a sustainable basis.

Moody's could also upgrade the rating if Telekom Slovenije is
acquired by a company with a stronger financial profile.

Domiciled in Ljubljana, Slovenia, Telekom Slovenije is an
integrated telecommunications provider in Slovenia, with a
presence in Kosovo, Macedonia, Bosnia and Herzegovina, Croatia
and Gibraltar. In 2012, Telekom Slovenije reported operating
revenues of EUR793 million and EBITDA of EUR242 million. The
Republic of Slovenia directly and indirectly owns 73.8% of the
company.



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


AYT CAJA: Fitch Affirms 'BB+' Rating on Class C Notes
-----------------------------------------------------
Fitch Ratings has revised the Outlook on Ayt Caja Murcia II,
class B notes to Stable from Negative. The ratings have been
affirmed as follows:

AyT Caja Murcia Hipotecario II, FTA:

Class A (ISIN ES0312272000): affirmed at 'AA-sf'; Outlook Stable

Class B (ISIN ES0312272018): affirmed at 'A+sf'; Outlook Revised
  to Stable from Negative

Class C (ISIN ES0312272026): affirmed at 'BB+sf'; Outlook
  Negative

The transaction is a securitization of Spanish residential
mortgage loans originated by Banco Mare Nostrum (rated
BB+/Negative).

Key Rating Drivers:

Stable Performance with Possible Lender Support
Despite a difficult economic environment, Murcia II reported only
one default (defined as loans in arrears by more than 18 months)
in April 2011, with a subsequent 100% recovery. Three-months plus
(3M+) arrears (excluding defaults) were at 0.14% of current pool
balance, compared with the Spanish average (excluding defaults)
of 2.58%. Fitch believes that the originator is possibly
supporting the transaction by refinancing distressed borrowers or
by offering various loan modification solutions. As a result,
Fitch has applied a higher stress to modified loans with maturity
extension (0.1% of current balance) and included them as 3M+
arrears in its analysis. Credit enhancement for all tranches is
sufficient to absorb the stresses, and given the strong
performance of the transaction seen to date, the Outlook of class
B notes has been revised to Stable from Negative. Because
structured finance ratings in Spain are capped at 'AA-sf', the
rating of the class A notes has been affirmed at 'AA-sf'.

Sufficient Credit Enhancement (CE) Levels
The affirmation reflects the sufficient credit enhancement
available for the rated notes. Given that the portfolio consists
of lower-than-average current loan to value ratios (42%), and no
credit is given to the potential lender support, the agency has
capped recovery rate at 70% to test the sensitivity of the notes
to further market value declines. The analysis showed that the CE
available to all three tranches is sufficient to withstand the
stresses applied to the recoveries. Therefore the notes have been
affirmed.

Rating Sensitivities:

Any lender support may not be sustainable given the current
economic environment and lender regulatory changes. In instances
where lender support is no longer available, default and arrears
levels are likely to increase. Consequently, excess spread may
not be sufficient to provision for all defaults, potentially
causing reserve fund draws and putting pressure on CE of the most
junior notes (class C). This may lead to a downgrade of the class
C notes, and this risk is reflected in the Negative Outlook.

Home price declines beyond Fitch's expectations could have a
negative effect on the ratings as these would limit expected
recoveries, causing additional stress to portfolio cashflows.


BBVA EMPRESAS 6: Fitch Affirms 'BBsf' Rating on Class C Notes
-------------------------------------------------------------
Fitch Ratings has affirmed BBVA Empresas 6, FTA's notes and
revised the Outlook on the class A and B notes to Stable, as
follows:

  Class A (ES0314586001): affirmed at 'A+sf'; Outlook revised to
   Stable from Negative

  Class B (ES0314586019): affirmed at 'BBB+sf'; Outlook revised
   to Stable from Negative

  Class C (ES0314586027): affirmed at 'BBsf'; Outlook Negative

Key Rating Drivers:

The affirmation reflects the substantial increase in credit
enhancement throughout the capital structure due to deleveraging,
which compensates for the sharp deterioration in portfolio
performance. The portfolio factor has reduced to 53.53% this year
from 75.58% at the time of the last review. The ratings for the
senior note are capped at 'A+sf' due to exposure to Banco Bilbao
Vizcaya Argentaria (BBVA; BBB+/Stable/F2). Credit enhancement for
the senior note has increased to 78.81% as reported in October
2013 from 67% in October 2012. Credit enhancement for the class B
and C notes has increased to 43.30% and 20.22% from 30.71% and
14.74%, respectively.

In October 2013, 90d+ delinquencies had increased to 15.16% from
6.1% in October 2012. The transaction's default definition is 18
months past due, and defaults are currently reported at EUR24
million compared with zero at the time of the last review.

Since the last review, BBVA has amended the documents by lowering
the account bank trigger to 'BBB+'/'F2' from 'A'/'F1'. Fitch did
not give credit to the reserve fund in rating scenarios above the
account bank's ratings. As a result the class B notes' rating is
capped at BBVA's rating. The notes cannot withstand a higher
rating stress in absence of the reserve fund, held at the
treasury account at BBVA.

The revised Outlook on the class A and B notes reflects the
Stable Outlook on the sovereign (Spain, BBB/Stable/F2), and on
BBVA.

The affirmation of the class C notes reflects the additional
credit enhancement available to the notes, which offsets
deteriorating portfolio performance. The Negative Outlook
reflects the notes' vulnerability to any increase in
deterioration of the portfolio as reported by a significant
increase in delinquencies.

Rating Sensitivities:

Applying a 1.25x default rate multiplier to all assets in the
portfolio would not result in a downgrade of the senior notes but
the junior note could be downgraded by up to two notches.

Applying a 0.75x recovery rate multiplier to all assets in the
portfolio would not result in a downgrade of the senior notes but
the junior note could be downgraded by up to two notches.

BBVA Empresas 6 is a static, cash flow securitization of an
initial EUR1.2 billion portfolio of secured and unsecured loans
granted to Spanish SMEs, self-employed individuals, large
enterprises and corporates, granted by BBVA for the purpose of
financing business activities.


EMPRESAS HIPOTECARIO 3: Fitch Affirms 'CC' Rating on Cl. C Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Empresas Hipotecario TDA CAM 3, FTA as
follows:

  EUR107m class A2 (ES0330876014): affirmed at 'BBsf', Outlook
  Negative

  EUR29.3m class B (ES0330876022): affirmed at 'B-sf', Outlook
  Negative

  EUR30m class C (ES0330876030): affirmed at 'CCsf', Recovery
  Estimate 0%

Key Rating Drivers:

The affirmation reflects the transaction's stable performance,
which has remained within expectations since the last review in
December 2012. 90+ days delinquencies of the last review, have
decreased to 2.72% from 14.2% at the last review and 180+ day
delinquencies have decreased to 1.6% from 5.4%. Delinquencies
have rolled into the defaulted bucket, which currently represents
just below 31% of the outstanding balance, compared with 21% at
the last review.

The reserve fund has been unfunded since July 2012, whereas the
principal deficiency ledger has been volatile, but has increased
by roughly EUR1 million since last year and is now EUR19.5
million. Over the same period, the weighted average recovery rate
has increased to 35%, compared with 23% last year. However, the
transaction has previously achieved recoveries of over 60%.

The Negative Outlook on the class A2 and B notes continues to
reflect uncertainties around the future development of
delinquencies, as well as recoveries. An unexpected default could
have a large impact due to increased portfolio concentration, as
well as deleveraging. The current portfolio is currently 18.6% of
the initial balance and the class A2 notes have amortized to
one-fifth of their original notional. The top ten obligors
contribute 30.7% of the overall portfolio and the largest
industry is real estate with 49.3%. First lien collateral secures
90% of the portfolio.

Rating Sensitivities:

The analysis incorporated stress tests to simulate the effect of
underlying assumptions changing. The first stress addressed a
reduction in recovery rates on the collateral, whereas the second
increased the default probability on the underlying loans.
Neither test implied that a rating action would be triggered.



===========
S W E D E N
===========


SAAB AUTOMOBILE: Makes Its Latest Comeback
------------------------------------------
Christina Zander, writing for The Wall Street Journal, reported
that the latest company to attempt a revival of Sweden's recently
defunct Saab car brand started producing the 9-3 Aero sedan on
Dec. 2, but the auto maker's plan for initially selling the
vehicle online reflects how difficult it will be to actually get
one.

According to the report, Chinese-backed National Electric Vehicle
Sweden AB, which last year bought Saab's assets out of
bankruptcy, plans to run a factory in western Sweden with an
output rate of just two cars a day. Sales of the new sedan,
available at first in Sweden, will for now take place exclusively
on the Internet because a Saab dealer base no longer exists.

The gasoline-powered 9-3, which was developed by onetime Saab
owner General Motors Co. well over a decade ago, goes on sale on
Dec. 3 with price tags starting at roughly $42,500, the report
said.

While NEVS is in talks with dealers in Sweden, NEVS President
Mattias Bergman said people who want to test drive the car before
placing an order need to travel to the Trollhattan plant, located
about 35 minutes north of Gothenburg, the nation's second-biggest
city, the report related.

Most car factories need to build dozens of vehicles per hour to
be profitable, and few auto makers in the modern auto industry
have tried to sell cars without a retail network, the report
added.  Besides having inventory on the lot, dealers typically
provide service.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.



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


CREDIT SUISSE: Fitch Rates USD Tier 1 Capital Notes 'BB+(EXP)'
--------------------------------------------------------------
Fitch Ratings has assigned Credit Suisse Group AG's
(A/Stable/F1/a) potential issue of USD-denominated Tier 1 capital
notes an expected rating of 'BB+(EXP)'.

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

Key Rating Drivers:

The notes will be issued by Credit Suisse Group, the holding
company. The notes are perpetual Tier 1 instruments with a first
call option after 10 years, which is subject to regulatory
approval. Coupon payment is fully discretionary, and coupon
payment will be prohibited if the bank has insufficient
distributable profits, if coupon payment would result in a breach
of regulatory capital requirements or if the regulator prohibits
the bank from making payments.

The notes are subject to full and permanent write-down if the
bank has been declared non-viable by the regulator or if it has
received state aid to avoid a default. The notes will also be
fully and permanently written down if the sum of Credit Suisse
Group AG's consolidated Basel III common equity Tier 1 capital
(CET1) ratio and the ratio of its "higher-trigger" contingent
capital instrument (contingent capital instruments with a 7% CET1
ratio trigger) to risk-weighted assets falls below 5.125%. The
notes are structured to qualify as additional Tier 1 instruments
under Basel III and as progressive component capital (low-trigger
contingent capital instruments) under Switzerland's capital
requirement framework for the country's largest banks.

The notes are rated five notches below Credit Suisse Group AG's
Viability Rating (VR) in accordance with Fitch's criteria for
"Assessing and Rating Bank Subordinated and Hybrid Securities"
(dated 5 December 2012). The notching reflects the notes' loss
severity and incremental non-performance risk.

Fitch has applied two notches for loss severity given the notes'
full and permanent write-down feature. In addition, Fitch has
applied three notches for incremental non-performance risk to
reflect the instruments' fully discretionary coupon payment,
which Fitch considers the most easily activated form of loss
absorption.

Credit Suisse Group AG reported a 16.3% Basel III CET1 ratio as
at 30 September 2013 based on capital and risk-weighted asset
regulations in place at the time. Its 'look-through' CET1 ratio
based on Basel III regulations as of 2019 at the same date was
10.2%.

Fitch expects to assign 50% equity credit to the notes to reflect
their perpetual nature, their level of subordination and the
fully-discretionary coupon payment.

Rating Sensitivities:

The notes' rating is sensitive to any change in Credit Suisse
Group's VR, which itself is currently at the same level as Credit
Suisse AG's VR and IDR, in line with Fitch's 'Rating FI
Subsidiaries and Holding Companies' criteria (August 10, 2012).
In November 2013, Credit Suisse Group announced a reorganization
which, among other things, will result in increased debt issuance
by the holding company. The announcement had no immediate rating
impact, but over time increased issuance by the holding company
of debt with contractual bail-in language might affect the
relative position of creditors of the various group entities.

The notes' rating is also sensitive to any change in notching
that could arise if Fitch changes its assessment of the
probability of the notes' non-performance risk relative to the
risk captured in Credit Suisse Group AG's VR. This could reflect
a change in capital management or flexibility or an unexpected
shift in regulatory buffers, for example.



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


DECO 8: Fitch Affirms 'Dsf' Rating on Class G Notes
---------------------------------------------------
Fitch Ratings has affirmed DECO 8 - UK Conduit 2 plc's commercial
mortgage-backed notes, as follows:

  GBP76.0m class A1 (XS0251885603): affirmed at 'AAAsf'; Outlook
   Stable

  GBP255.8m class A2 (XS0251886163): affirmed at 'CCCsf';
   Recovery Estimate (RE) 90%

  GBP32.3m class B (XS0251886833): affirmed at 'CCCsf'; RE 0%

  GBP33.9m class C (XS0251887211): affirmed at 'CCsf'; RE0%

  GBP23.4m class D (XS0251887724): affirmed at 'CCsf'; RE0%

  GBP60.9m class E (XS0251889696): affirmed at 'Csf'; RE0%

  GBP14.2m class F (XS0251890199): affirmed at 'Csf'; RE0%

  GBP2.8m class G (XS0251890868): affirmed at 'Dsf'; RE0%

Key Rating Drivers:

The affirmation of the class A1 notes is supported by the loss
protection afforded to investors from its substantial credit
enhancement. Moreover, expected sale proceeds from the Microsoft
campus property, which is currently on the market as part of the
workout of the defaulted Mapeley Beta loan, should result in full
repayment of this class of notes. The 2012 valuation of this
property was GBP82 million, and recent indicators suggest demand
for high quality secure income streams has risen. However, much
of the rest of the portfolio remains underperforming, which
explains the distressed ratings of the remaining classes of
notes.

The three largest loans account for 94% of the pool, which is
solely UK-based. Since Fitch's last rating action there has been
a sustained deterioration in income for the Lea Valley loan
(44%), secured by a portfolio of 27 mainly secondary/tertiary
industrial properties. The portfolio vacancy rate of 32% results
in high operating expenses, currently subsidized by the sponsor.
Without support, interest would not be met on the loan. Fitch is
aware that the servicer has instructed a new valuation, and while
the outcome is as yet unreported, a major decline on the 2006
valuation is inevitable, as is a significant loss. Fitch
estimates a loan-to-value ratio (LTV) of 177%.

Mapeley Beta (37%) is a portfolio of 16 secondary office
properties. The strategy of the special servicer (Solutus
Advisors) has been to re-gear leases before marketing the
properties for sale. In 2011, the largest property, the Microsoft
campus in Reading, had its lease extended by nine years (to
December 2025). Initial sales discussions suggest the property
could fetch in excess of the GBP82 million market value reported
in 2012, comfortably repaying the class A1 notes. The rest of the
portfolio is of weaker quality.

The Fairhold loan (13%) defaulted at its maturity in January and
is in special servicing. It is secured by a portfolio of
residential ground rents, which pose little payment risk
individually but bear excessive portfolio leverage and are
encumbered by an interest rate swap expiring in 2036. This
arrangement adds complexity to the workout. The portfolio was
recently revalued down to GBP84.9 million from GBP122 million at
closing, with recoveries likely to be further impeded by the
negative value of the senior ranking swap.

Of the remaining six loans in the pool representing 6% of the
pool, five are currently in special servicing with LTVs in excess
of 100%.

Rating Sensitivities:

Fitch's 'Bsf' principal proceeds amount to approximately GBP295
million. A delay in the disposal of the Microsoft campus could
result in the Outlook on the class A1 notes being revised to
Negative.


EUROSAIL-UK 2007-5: Fitch Cuts Ratings on 3 Note Classes to 'D'
---------------------------------------------------------------
Fitch Ratings has downgraded classes B1c, C1c and D1c of
Eurosail-UK 2007-5NP Plc to 'Dsf' and placed Classes A1a and A1c
on Rating Watch Positive (RWP), following a restructuring of the
transaction, as follows:

  Class A1a (ISIN XS0328024608): 'CCsf'; placed on Rating Watch
   Positive

  Class A1c (ISIN XS0328025241): 'CCsf'; placed on Rating Watch
   Positive

  Class B1c (ISIN XS0328025324): downgraded to 'Dsf' from 'Csf'

  Class C1c (ISIN XS0328025597): downgraded to 'Dsf' from 'Csf'

  Class D1c (ISIN XS0328025670): downgraded to 'Dsf' from 'Csf'

On November 21, 2013, the issuer received US$35.1 million through
an auction of its remaining claims against the Lehman Brothers
bankruptcy estate in respect of the transaction's terminated
EUR/GBP currency hedging agreement. Combined with prior claims
received to date of US$67.7 million, the issuer has now received
all of its expected recoveries, equivalent to 60% of its agreed
claim amount as stipulated in the termination and settlement
agreement with the Lehman estate.

Subsequently, the issuer, in conjunction with noteholders, has
applied all of these proceeds (US$102.8 million) towards a
restructuring of the transaction.

Key Rating Drivers:

The issuer, with the agreement of noteholders, has converted the
recoveries to a GBP equivalent amount of GBP63.5 million and
subsequently aggregated this with the transaction's existing
fully funded GBP16.1 million cash reserve. As part of the
restructure, the A1a tranche has been redenominated at the spot
rate (as of the First Amendment and Restructuring Agreement date
falling on November 26, 2013) to sterling from euros, leading to
an outstanding Class A1a balance of GBP348.3 million (previously
EUR415.6 million). Simultaneously, each of the mezzanine and
junior B1c, C1c and D1c tranches have been written-down by 27.7%
to a remaining outstanding amount of GBP21 million, GBP13.5
million and GBP9.6 million respectively.

Although the write-down on these notes is apparently voluntary,
Fitch has determined that a distressed debt exchange (DDE) has
resulted from the restructuring of the Class B1c, C1c and D1c
notes. The write-downs (which are irreversible) have effectively
brought forward a probable final payment default on these notes
and will, by definition, cause a reduction in the original
economic terms from the noteholders' perspective. It is therefore
considered by the agency to be distressed in nature, resulting in
downgrade to 'Dsf'.

In contrast, in the agency's view, the restructuring of the Class
A1a notes does not constitute a DDE. The redenomination was
conducted at the spot rate of 0.838 GBP = 1 EUR (which is higher
than the original rate of 0.701 GBP = 1 EUR). The notes will also
receive 3 month LIBOR instead of 3 month Euribor with a 7 basis
points increase in margin, which represents an increased coupon
at current rates. Additionally, the restructuring eliminates
ongoing uncertainty to the transaction from its unhedged exposure
to currency risk and resulting under-collateralization. It will
also contribute positively towards available credit support for
the notes, particularly the senior tranches.

Given the legal final maturity of the notes is far into the
future and given the uncertainty of the path of future foreign
exchange movements, it is uncertain whether the recoveries from
the Lehman bankruptcy estate would have been sufficient to
prevent the Class A1a and Class A1c notes from ultimately
defaulting had the Class A1a remained denominated in EUR.
However, given the fairly favorable terms of the redenomination
to GBP for these notes and the lack of any write-down, Fitch has
taken the view that a DDE has not occurred in relation to the
Class A1a and Class A1c notes.

The RWP is thus reflective of potential upgrades following the
notable increase in credit enhancement levels for these notes.

Rating Sensitivities:

On the upcoming payment date falling on December 13, 2013, the
available cash will be applied towards payment of restructuring
costs, payment to residual certificate holders, establishment of
a smaller GBP4.1 million reserve fund and partial redemption on
each of the classes of notes. Combined with the quarterly pass-
through payment on the Class A notes, an updated capital
structure will exist as a result of the restructuring. Fitch will
conduct a full analysis on this capital structure and portfolio
and expects ratings on Classes A1a and A1c to be upgraded
considering the available credit support. The ratings on Classes
B1c, C1c and D1c will be raised upon the conclusion of Fitch's
analysis of the new structure.


LONDON BRONCOS: Positive Talks" as They Battle Administration
-------------------------------------------------------------
Skysports reports that London Broncos are involved in "positive
talks" with regard to securing a home for next season as they
look to avoid going into administration.

The Super League club could enter administration unless a deal is
struck to rescue the ailing club, according to Skysports.

The report relates that the Broncos are currently without a venue
at which to play next season after an eight-year groundshare with
rugby union side Harlequins ended in September.

The Broncos have lost several members of their playing and
coaching staff amid ongoing speculation about owner David Hughes'
continued involvement, the report notes.


MENZIES HOTELS: Topland Snaps Up US$139M in UK-Based Hotel Assets
-----------------------------------------------------------------
Law360 reported that billionaire-backed private equity and real
estate investment firm Topland Group Holdings Ltd. has struck an
GBP85 million (US$139 million) deal to scoop up a portfolio of
troubled Menzies Hotels Group's U.K.-based assets, the buyer said
on Dec. 2.

According to the report, Topland will buy up to 12 hotels and
Menzie's head office, taking them out of Menzies' bankruptcy
restructuring proceedings, according to the deal. The acquisition
will help save a 1,200-job operation and gives Topland an
important new foothold in the U.K. lodging industry, Topland said
in a statement.


TAYLOR WIMPEY: S&P Raises LT Corp. Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised to 'BB+' from 'BB' its
long-term corporate credit rating on U.K. homebuilder Taylor
Wimpey PLC.  The outlook is stable.

At the same time, S&P is raising its issue rating on Taylor
Wimpey's bonds due 2015 to 'BB+'.  The recovery rating on these
bonds remains unchanged at '3', indicating S&P's expectation of
"meaningful" (50%-70%) recovery in the in the event of a payment
default.  S&P expects to withdraw the issue and recovery ratings
on the bond following its redemption in December 2013.

The upgrades reflect S&P's view that Taylor Wimpey's cash flow
and leverage ratios should continue to improve above its previous
base-case scenario for 2013 and 2014, supported by sales growth
of over 10% and an improvement in EBITDA margins of about 300
basis points.

S&P expects rising demand in the U.K. residential real estate
market to continue to boost Taylor Wimpey's revenue growth in
most of its local markets.  S&P anticipates that demand for new
homes will remain high for the next 12 to 18 months, supported by
several government initiatives that have strongly improved
mortgage availability for home buyers, especially first-time
buyers.  Low mortgage rates and enhanced consumer confidence also
encourage the growth in demand.

S&P understands that the company will redeem the remaining
GBP149.4 million of the GBP250 million 10.375% senior notes due
2015 from cash in hand on their first call date of Dec. 31, 2013.
Following this bond repayment, S&P do not expect the company to
issue new debt, as we forecast cash flow generation will be
sufficient to fund land acquisitions.  This is also in line with
the company's stated financial policy.

In S&P's view, the improvement in our projected credit metrics
for 2013 and 2014, combined with our expectation of stable debt
levels following the bond repayment, indicate that Taylor
Wimpey's financial risk profile has improved to "intermediate."
S&P's assessment takes into account debt funding for intrayear
working capital movements related to the housing development
cycle.

S&P's base-case scenario assumes:

   -- The completion of 12,000 to 12,500 units in 2014 (up from
      11,500 in 2013);

   -- An increase in the average selling price of about 6% in
      2014;

   -- EBITDA margins of 14%-15% in 2014 (compared with 13%-14% in
      2013); and

   -- An increase in working capital as a result of the higher
      amount of work-in-progress (WIP) and an increase in the
      land bank.  S&P expects WIP to be funded by drawings under
      the revolving credit facility (RCF) and the land bank by
      cash flows.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- Adjusted funds from operations (FFO) of about GBP300
      million in 2014 (GBP250 million in 2013);

   -- Adjusted free operating cash flow (FOCF) to debt of about
      30%, restricted by the need for more working capital;

   -- A stable adjusted debt level of about GBP500 million
      following the bond repayment (excluding land creditors, but
      including S&P's adjustment for the pension deficit and
      operating leases and our assumption for average drawing
      under the RCF throughout the year).  This translates into a
      debt to EBITDA ratio of about 1.6x in 2013 and slightly
      below in 2014, as the EBITDA base grows.

Taylor Wimpey's business risk profile remains "fair," as defined
in S&P's criteria.  This reflects S&P's view of the U.K.
homebuilding industry's "moderate" risk and "very low" country
risk.  The sector currently benefits from high demand for new
homes, but S&P views the industry's performance as highly
cyclical.  It depends heavily on favorable macroeconomic trends
and residential mortgage availability.

The "fair" business risk profile also reflects S&P's assessment
of Taylor Wimpey's competitive position as "fair," underpinned by
its favorable market position -- it is the second-largest U.K.
homebuilder by volume -- large product range, and geographical
reach. It built and sold around 11,000 homes in 2012, its sales
coverage is well-spread geographically, and it has a large land
bank (six years of supply).  Its order book has been boosted by
the current rising demand and was worth GBP1.5 billion in
November 2013 (compared with GBP1.1 billion in 2012).

Operating efficiency is supported by its large size of
operations, which enables it to generate economies of scale in
labor and materials sourcing.  S&P considers that the company's
recent increase in the number of developments and land purchases
is supported by the current positive market trends, but consider
its long-term growth prospects less predictable.  S&P also
anticipates that land and build costs could rise by a moderate
amount in 2014.

Lastly, S&P revised upward the management and governance
assessment to "satisfactory" from "fair" based on management's
successful and consistent growth strategy over the past three
years.

The stable outlook reflects S&P's view that Taylor Wimpey's cash
flow generation will be supported by continued strong sales
growth and higher EBITDA margins, reflecting solid and
predictable demand for the next 12 months and measured working
capital expansion.

"Our base-case scenario for 2014 assumes a sustained level of
demand for new homes, triggered by improved mortgage availability
and increased consumer confidence.  We forecast 15% revenue
growth for 2014 and an EBITDA margin of 14%-15%, based on the
strong order book of GBP1.5 billion.  We expect the increase in
house prices will more than offset potential moderate increases
in land and build costs.  Providing that Taylor Wimpey continues
to manage its working capital prudently, especially the cost of
land acquisitions, we expect it to maintain FOCF to debt of above
30% and debt to EBITDA of about 1.5x," S&P said.

"We could raise the ratings if we reassess Taylor Wimpey's
business risk profile, revising it upward from "fair."  We
consider that the stability of demand for new homes remains
unpredictable, given the inherent high cyclicality and working-
capital intensity of the sector.  In particular, there are market
risks associated with the U.K. government's support program for
buyers of newly built housing, which runs out in 2016.
Nevertheless, if the order book continues to increase
significantly, supported by a sustainable continued rise in
demand for new homes across most U.K. regions, we could consider
raising the rating," S&P added.

Conversely, given the high cyclicality of the sector and the
difficulty of predicting demand for new homes in the U.K. more
than 12 months out, S&P would view any sustained, aggressive
expansion of Taylor Wimpey's working capital over the coming
years as negative to S&P's assessment.  Such an action would
likely increase the company's reliance on bank financing.  S&P
could lower the rating if the debt-to-EBITDA ratio looks likely
to increase above 3x for an extended period of time.


TRITON: S&P Lowers Rating on Class F Notes to 'B-'
--------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Triton (European Loan Conduit No. 26) PLC's class C and F notes.
At the same time, S&P has affirmed its rating on the class B
notes.

THe rating actions follow S&P's review of the transaction.

Triton (European Loan Conduit No. 26) is a U.K. commercial
mortgage-backed securities (CMBS) transaction that closed in
April 2007.  Three of the four loans initially backing the
transaction have repaid.

The remaining loan, NEXTRA 2 U.K., is currently secured on two
office buildings in Greater London, each of which are fully let
to unrated single tenants.  The loan pays floating-rate interest
and has an outstanding balance of GBP26.9 million.  The loan's
maturity date has been extended to October 2016 from October
2013.

In the October 2013 investor report, the servicer reported a
loan-to-value (LTV) ratio of 41.86%, based on a December 2006
valuation and a weighted-average remaining lease term of 7.31
years.

Both current and projected interest coverage ratio (ICR) levels
exceed the transaction's required threshold of 110%.  S&P has
assumed no losses in its base-case scenario.

As reflected in the October 2013 cash manager report, the issuer
failed to pay the full coupon due on the class H notes on the
October 2013 interest payment date (IPD).  S&P do not rate this
class of notes.  The earlier repayment of three of the four
initial loans caused a spread compression between the NEXTRA 2
U.K loan and the remaining notes.  Although the loan paid full
interest, the weighted-average cost of the remaining notes
exceeded the weighted-average loan coupon.  S&P understands that
the transaction's excess spread, if any, will not be available to
cover overdue interest under the notes, and will instead be
distributed to the class X notes.

In S&P's opinion, the payment of ordinary but nonrecurring fees
to third parties may result in increased interest shortfalls, if
the payments are not spread over several quarters.  Given these
factors, S&P believes that the risk of cash flow disruption under
the notes has increased since our previous review.

S&P's ratings address the timely payment of interest quarterly in
arrears, and the payment of principal no later than the notes'
legal final maturity date in October 2019.

Although S&P's principal recovery analysis indicates that the
credit characteristics of the class B, C, and F notes could
support stresses at higher rating levels, the potential risk of
cash flow disruptions constrains S&P's ratings on these notes.

S&P has affirmed its 'BB+ (sf)' rating on the class B notes
because, in its view, the currently assigned rating adequately
reflects the risk of cash flow disruption for these notes, as
they are the most senior class of notes in this transaction.

S&P has lowered its ratings on the class C and F notes due to the
increased risk of interest shortfalls.

RATINGS LIST

Class                Rating
               To              From

Triton (European Loan Conduit No. 26) PLC
GBP556.65 Million, US$87.309 Million Commercial Mortgage-Backed
Floating-Rate Notes

Ratings Lowered

C              B (sf)           B+ (sf)
F              B- (sf)          B (sf)

Rating Affirmed

B              BB+ (sf)


UK: Moody's Says Performance Trend of UK RMBS Remains Stable
------------------------------------------------------------
The performance of the UK prime residential mortgage-backed
securities (RMBS) market continued its stable trend in the three-
month period ending August 2013, according to the latest indices
published by Moody's Investors Service.

From May to August 2013, the 90+ day delinquency trend remained
at 1.9% of the outstanding portfolio. Outstanding repossessions
and cumulative losses remained stable at 0.1% and 0.4%,
respectively. Moody's annualized total redemption rate (TRR)
trend averaged 16% in the three-month period up to August 2013.

Moody's outlook for the collateral performance of UK prime RMBS
in 2013 is stable.

On October 9, 2013, Moody's completed a performance review of 119
UK non-conforming, prime and buy-to-let RMBS transactions and
updated its expected loss assumptions in two of the transactions
reviewed.

Between May and August 2013, Moody's assigned ratings to four
transactions in the UK prime RMBS market:

Kenrick No. 2 PLC, originated by West Bromwich Building Society
(B2/Non Prime, Stable), issued GBP0.4 billion.

Holmes Master Issuer Series 2013-1, originated by Santander UK
PLC (A2/Prime-1, Negative), issued GBP1.1 billion.

Lanark Master Issuer plc 2013-1, originated by Clydesdale Bank
plc (Baa2/Prime-2, Stable), issued GBP0.6 billion.

Albion No.2 PLC, originated by Leeds Building Society (A3/Prime-
2, Stable), issued GBP0.3 billion.

As of August 2013, the 83 Moody's-rated UK prime RMBS
transactions had an outstanding pool balance of GBP178.9 billion,
which constitutes a year-on-year decrease of 18.6%. This is
largely due to the redemption of two Master Trusts (Mound
Financing and Lothian Mortgages). In addition, Langton Securities
redeemed three series.



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


EUROPE: Nordic Banks Could Absorb Higher Risk Weights in 2014
-------------------------------------------------------------
Nordic banks' solid and improving capital ratios could absorb
higher risk weights for mortgages local regulators may introduce
in 2014, Fitch Ratings says. Even without the stricter
requirements, Fitch believes the banks will keep capital and
liquidity buffers high to maintain investor confidence. This is
one of the drivers for Fitch stable outlook for the sector and
important because debt investors provide around half of the
banks' funding.

The largest banks in the region are already subject to more
stringent capital rules than most European peers and generally
report solid capital and fairly modest leverage ratios. They
benefit from low-risk weights applied to some assets,
particularly mortgages, so local regulators are raising mortgage
risk weights to improve the resilience of the banks to a housing
downturn and indirectly to reduce the risk of a housing bubble
being built. While Fitch believes the risk in large Nordic banks'
domestic mortgage portfolios to be low, the allocation of
additional capital is positive. This is because even though low
risk weights are substantiated by historic data, these may not
factor in a buffer for a future crisis.

The banks would still have solid core Tier 1 ratios if a 25%
average risk weight is applied to their mortgage portfolios,
ranging 10.7%-15.8%, according to Fitch analysis. Fitch applied
the risk weight floor directly to the capital ratios, as if it
was a Pillar 1 capital adequacy requirement.

There is debate on the level and application of the mortgage risk
weight floor. In Sweden, a floor of 15% was introduced in 2013 as
a Pillar 2 requirement, but the regulator said earlier this month
that it may be raised to 25%. In Norway, a floor above 20% is
expected from 2014 as a Pillar 1 requirement.

Additional domestic systemically important bank buffers have also
been proposed to improve banks' robustness to future crises. This
would be positive for maintaining market confidence among
wholesale investors, an important funding source as there is a
structural shortage of deposits in the banking system. Fitch
believes the banks will strengthen their capital ratios in 2014,
despite potentially large dividends at banks with very high
capital buffers. The banks are also likely to bolster capital and
junior debt buffers to protect senior unsecured investors from
bail-in.

Another driver for Fitch stable outlook for the sector is the
good operating environment, where Fitch expects economic growth
to outpace the eurozone. Regional differences are likely to
persist, so that banks with sizeable operations in Denmark are
likely to face more challenges than those in Sweden and Norway.
Fitch expects asset quality will remain resilient for the large
Nordic banks in 2014.


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

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


                            *********


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

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

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

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