TCREUR_Public/131206.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Friday, December 6, 2013, Vol. 14, No. 242

                            Headlines

A Z E R B A I J A N

BAGHLAN GROUP: S&P Lowers CCR to 'B-' & Removes Rating from Watch
XALQ BANK: Moody's Lifts Current Deposit Ratings to 'B2'


B E L A R U S

BELARUSBANK: Fitch Affirms 'B-' LT Issuer Default Rating


B O S N I A

BOSNIA: Number of Insolvent Firms Increases


F I N L A N D

METSA BOARD: Moody's Changes Outlook to Pos. & Affirms B2 CFR


G E R M A N Y

DYCKERHOFF AG: S&P Affirms & Withdraws 'BB+' Corp. Credit Rating
E-MAC DE GERMAN: Moody's Cuts Ratings on 3 Note Classes to Caa3
XELLA INTERNATIONAL: Moody's Assigns 'B1' Corp. Family Rating


G R E E C E

ATHENS: Moody's Places 'C' Issuer Ratings on Review for Upgrade
FREESEAS INC: To Effect a 1-for-5 Reverse Common Stock Split
GREECE: Moody's Takes Ratings Actions on Structured Finance Deals
GREECE: Fitch Takes Rating Actions on Structured Finance Deals


I C E L A N D

ICELAND: Mulls Laws to Speed Up Failed Banks' Claims Settlement


I R E L A N D

ALLIED IRISH: Bank Well Capitalized, Based on Initial Assessment
IRELAND: Number of Insolvency Firms Down 18% in 2013
IRISH BANK: Liquidators Hire Goodbody to Sell Junior NAMA Bonds
BANK OF IRELAND: Raises EUR580 Million to Repay Bailout
ST PAUL'S CLO III: S&P Assigns 'B' Rating to Class F Notes


I T A L Y

AGOS-DUCATO: S&P Affirms & Withdraws 'BB-/B' Counterparty Ratings
DS INGEGNERIA: Italian Police Arrest Two Managers Over Bankruptcy


L U X E M B O U R G

ALTICE VII: Moody's Affirms 'B1' Corporate Family Rating
BEVERAGE PACKAGING: Moody's Rates Sr. Subordinated Notes 'Caa2'
BEVERAGE PACKAGING: S&P Assigns 'CCC+' Rating to US$590MM Notes
ORCO PROPERTY: Posts Net Loss of EUR116.7MM in Third Qtr. 2013


N E T H E R L A N D S

DUTCH MORTGAGE VIII: Fitch Affirms 'BB+' Rating on Class B Notes
FAB CBO 2005-1: Moody's Lowers Rating on Class A1 Notes to 'Ba3'
MAGYAR TELECOM: Dec. 11 Hearing Set for U.S. Recognition


R U S S I A

MDM BANK: S&P Revises Outlook to Negative & Affirms 'BB-' Rating
NIZHNEKAMSNEFTEKHIM OJSC: Tatarstan Upgrade No Rating Impact
PROFMEDIA LTD: S&P Revises Outlook to Positive & Affirms 'B' CCR
TRANSCONTAINER OJSC: Fitch Affirms 'BB+' Issuer Default Rating


S L O V E N I A

MARKUR: Files New Restructuring Plan to Avert Bankruptcy


S P A I N

BANKINTER 9: Moody's Reviews 'Ba2' Rating on C(T) Notes
EMPRESAS HIPOTECARIO 5: Fitch Cuts Rating on Class B Notes to CCC
INVERSIONES GLOBALES: Seeks Voluntary Creditor Protection
SPAIN: Mulls Rescue Plan for Ailing Highway Operators


U N I T E D   K I N G D O M

BARRATTS SHOES: Administrators Shuts 19 Stores Across Britain
GREEN PLANET: Court Orders Wind Up Following Land Scheme Probe
MARAY PROPERTIES: Administrators Sells Northop Golf
NEW CAREER: Training Provider Enters Administration
ODEON & UCI: Moody's Changes Outlook on 'B3' CFR to Negative

OSBORNES: Goes Into Administration, 140 Jobs at Risk
TERRY'S COURIER: 11 Jobs Axed as Firm Enters Liquidation
UK: Insolvencies Among Largest Firms Halve in October


X X X X X X X X

* Dr. Nikolaus von Jacobs Joins McDermott's Munich Office
* BOOK REVIEW: Land Use Policy in the United States


                            *********


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A Z E R B A I J A N
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BAGHLAN GROUP: S&P Lowers CCR to 'B-' & Removes Rating from Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term corporate credit rating on Azerbaijan-based
conglomerate Baghlan Group FZCO (Baghlan) to 'B-' from 'B', and
removed the rating from CreditWatch, where it was placed with
negative implications on Nov. 13, 2013, on potential liquidity
pressures. The outlook is now negative.

The downgrade reflects S&P's view of Baghlan's lack of proactive
liquidity management and inadequate risk management and
disclosure.  In October 2013, Baghlan was technically late on
certain payments under its financial indebtedness, in the context
of a weak payment culture in Azerbaijan's banking system and
unusual liquidity issues during the country's long public
holidays.

To S&P's knowledge, by now all the payments due have been made,
together with the late interest paid to Baghlan by the bank, and
no event of default or cross-default was triggered.  Still, in
S&P's view, it highlights the fact that, in this instance,
Baghlan was unable to deal with the weaknesses of the local
banking system in a timely manner.

S&P is removing the rating from CreditWatch because, in its view,
the recently completed sale of the residential property for
Azerbaijani manat (AZN) 100 million (of which, S&P understands,
AZN40 million has been already received and the rest is due in
2014) helps to address short-term liquidity pressures.

The negative outlook reflects potential risks to liquidity, if
Baghlan faces further working capital squeezes (notably related
to the road construction and to the remaining revenue from the
residential property sale) or weaknesses in the local banking
system.

If as a result of these pressures liquidity becomes "weak" under
S&P's criteria, it could lower the rating.

If, however, Baghlan manages to refinance short-term debt, in the
absence of other liquidity pressure or other adverse
developments, S&P could consider revising the outlook to stable.


XALQ BANK: Moody's Lifts Current Deposit Ratings to 'B2'
--------------------------------------------------------
Moody's Investors Service has upgraded OJSC Xalq Bank's long-term
local and foreign currency deposit ratings to B2 from B3. Moody's
affirmed Xalq Bank's standalone E+ bank financial strength rating
(BFSR), which is equivalent to a baseline credit assessment (BCA)
of b3, and the bank's Not Prime short-term local and foreign
currency deposit ratings. At the same time, Moody's assigned low
probability of systemic support to the Azerbaijan-based Xalq
bank, resulting in one notch of uplift above its BCA. All the
aforementioned long-term ratings carry a stable outlook.

Ratings Rationale:

The rating upgrade reflects the incorporation of systemic support
to Xalq Bank's ratings. The bank has grown in size, becoming the
second-largest in Azerbaijan with a market share of 7% in total
banking assets. Moody's believes that Xalq Bank has low
probability of support from the government and the rating agency
therefore adds one notch of uplift above bank's BCA.

According to Moody's, Xalq's BCA of b3 remains constrained by
high single-name loan concentrations, (albeit diminished from the
peak recorded in 2010), still undiversified funding base, rapid
loan growth and currently insufficient loan loss reserve
coverage. At the same time, the ratings are supported by the
bank's high capitalization, strengthening franchise, and stable
relationship with its customers.

Xalq's lending concentrations remain high as a result of its
business focus on large corporate clients. The bank's exposure to
the 20 largest borrowers amounted to around 412% of Tier 1
capital as of 3Q 2013 (315% at year-end 2012) -- down from over
5xTier 1 capital throughout 2010 to early 2011 following the
development of bank's customer franchise and the capital
injection from the bank's shareholders. In light of Xalq's
business model, the rating agency expects that the bank's lending
concentrations will remain persistently high.

Xalq's capitalization remains high compared to peers, albeit
reduced given an active lending growth rate of around 50% per
annum for the past two years. The bank's Tier 1 ratio under the
Basel framework declined to 23% in 2012 from 33% in 2011. The
regulatory Tier 1 ratio decreased to 17.3% as of 1 October 2013
from 21% at year-end 2012 as a result of 55% loan growth in the
first three quarters of 2013. Moody's notes positively that
shareholders appear to be committed to provide additional capital
in order to support the bank's business expansion. The capital
buffer is likely to be sufficient to absorb expected credit
losses under Moody's scenario analysis.

Moody's observes that Xalq's asset quality has worsened, with
loans overdue more than 90 days at 4.3% as of October 1, 2013
(year-end 2012: 1.3%) according to bank's management data, albeit
still below the sector average of 9%. Moody's does not expect
further significant deterioration of the loan book given the
currently favorable macroeconomic environment in Azerbaijan (Baa3
stable), which supports credit quality. However, loan loss
reserves of 3.9% at year-end 2012 appear to be insufficient to
cover existing problem loans. Thus Moody's expects credit costs
(defined as new loan loss provisions as a proportion of gross
loans) to increase, putting pressure on profitability.

Moody's notes, that Xalq's liquidity profile has been
historically supported by its stable funding base, mainly
comprising customer deposits with a large share provided by
related parties (16.6% of total deposits as of year-end 2012
under IFRS). The bank's liquidity cushion accounted for 12.3% of
bank's assets as of October 2013 under local GAAP.

What Could Move the Ratings Up/Down:

According to Moody's, further reduction of Xalq's single borrower
concentration coupled with the progress in diversification of
funding base, as well as maintenance of sound asset quality,
profitability and capitalisation may have positive rating
implications over the next 12-18 months.

At the same time, Xalq's ratings could be negatively affected by
any deterioration of its risk profile, stemming from, among other
factors, weaker asset quality, an increase in concentration
metrics, or pressured liquidity.

Headquartered in Baku, Azerbaijan, Xalq Bank reported total
assets of AZN839.0 million (US$1 billion), total shareholder's
equity of AZN185.6 million (US$236 million), and net income of
AZN14.5 million (US$18 million) at year-end 2012, according to
audited IFRS.



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B E L A R U S
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BELARUSBANK: Fitch Affirms 'B-' LT Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the foreign currency Long-term Issuer
Default Ratings (IDRs) of Belarusbank (BBK), Belinvestbank (BIB),
BPS-Sberbank (BPS), Belgazprombank (BGPB) and Bank BelVEB
(BelVEB) at 'B-' with Stable Outlooks.

Key Rating Drivers - IDRS, SUPPORT Ratings, Support Rating
Floors:

The affirmation of the banks' Long-term IDRs with Stable Outlooks
reflects Fitch's base case expectation that Belarus will be able
to avoid a full blown macroeconomic and banking crisis over the
rating Outlook horizon (12 to 18 months). At the same time,
downside risks for the banks' ratings remain significant, given
structural weakness in the economy and pressures on external
finances.

Belarus's current account deficit (CAD) increased to about 9.5%
of GDP in 1H13 (2012: 2.7%), largely due to weaker Russian demand
for exports. The CAD has resulted in further pressure on FX
reserves (down by US$2.1 billion in 10M13 to US$6.8 billion) and
the exchange rate (down by 10% year-to-date). Weaker exports,
coupled with relatively high interest rates, have resulted in a
slowdown in economic growth (1.1% yoy in 10M13 compared to 1.5%
in 2012) notwithstanding still rapid nominal credit growth (25%
in 10M13).

Weaker demand, rising inventories and the high cost of credit
have resulted in weaker credit metrics at many large companies,
suggesting potential future deterioration of banks' loan quality
(although this has yet to be reflected in reported metrics).
Tighter monetary policy and supervision have also resulted in
limited local currency liquidity in the banking system and
reduced capital cushions, respectively (the latter primarily due
to the higher 150% risk weightings on FX loans).

At the same time, Fitch notes that Belarus passed a quite extreme
stress test in 2011 while avoiding a sovereign default, and the
now more flexible exchange rate should result in a somewhat
greater ability to absorb future external financial shocks.

The Long-term IDRs, Support Ratings and Support Rating Floors of
BBK and BIB reflect the high propensity of the Belarusian
authorities to support the banks, in case of need. This view is
driven by the banks' high systemic importance, policy roles and
the track record of support to date, albeit each of these factors
is somewhat more pronounced in respect to BBK.

BBK accounted for a large 41% and 47%, respectively, of system
assets and deposits at end-3Q13, and its loan book largely
comprises lending under state programs, which are ultimately
funded by the government. BIB's assets and deposits accounted for
6% and 8% respectively, of system totals at end-3Q13. State
programs accounted for 24% of end-3Q13 loans, one-third of which
was funded by the government. BIB expects a BYR600 billion equity
injection in 1Q14 (equal to 25% of end-3Q13 IFRS equity) to
support its regulatory capital ratio, which had fallen to 10.3%
at end-10M13.

The Long-term IDRs of BPS (owned by Sberbank of Russia;
BBB/Stable), BGPB (OAO Gazprom, BBB/Stable, and Gazprombank, BBB-
/Stable) and BelVEB (Vnesheconombank, BBB/Stable) are underpinned
by what Fitch views as the high propensity of their Russian
owners to provide support if needed. This view is supported by
Russia's proximity to the Belarusian market, the low cost of any
support required and the track records of support to date.
However, the ratings are constrained at 'B-' by the quite high
risk of transfer and convertibility restrictions being imposed in
case of sovereign stress, which could limit the banks' ability to
utilize support from their shareholders to service their
obligations.

BelVEB and BGPB have already received parental support in the
form of equity injections and subordinated loans in 2011 and
2012. BelVEB's FCC ratio was 11.3% at end-3Q13 and BGPB's FCC
ratio was a reasonable 16%. BPS's FCC ratio was a moderate 10.2%
at end-3Q13, although the bank is expecting a small equity
injection by end-2013, and Sberbank is also supporting
capitalization by sharing risks on the bank's loan book.

Key Rating Drivers - VRs:

The VRs of the five banks remain closely correlated with the
sovereign credit profile due to (i) the likelihood that any
further deterioration of the sovereign's financial position would
have a sharply negative impact on the broader economy; (ii) the
economy's high state ownership, and the dependence of many
borrowers on government support; and (iii) the banks' high direct
exposure to the sovereign resulting from holdings of government
debt and FX swaps with the National Bank of Belarus.

Banks' regulatory capital ratios have weakened significantly as a
result of the higher risk weights introduced in 4Q13. BPS and
BIB's ratios had fallen close to the 10% minimum at end-10M13,
while BGPB and BelVEB's ratios were somewhat higher (12.8% and
11.5%, respectively), and BBK's was a more solid 19% following a
large 4Q11 equity injection. Fitch views each of the banks'
capital positions as vulnerable, given potential weaknesses in
asset quality.

Non-performing loan ratios (exposures overdue over than 90 days)
were in low single digits at each of the banks at end-9M13,
although in Fitch's view, this does not reflect underlying
lending risks. This view is supported by structural weaknesses in
the economy, recent rapid loan growth coupled with the decrease
in exports, high FX lending, loan restructuring and the long
tenors, and interest rate subsidies on many loans, which may help
to conceal impairment. However, still positive economic growth
and state support for the public sector should help to limit
asset quality deterioration in the near term.

Belarusian banks reported stable profits in 2013 due to the
stabilization of interest margins and the reduced negative impact
in IFRS accounts of hyperinflation adjustments. Most banks have
channelled a sizable proportion of pre-impairment profit into
reserves.

Customer funding remains the core funding source as deposits grew
gradually throughout 2013, supporting banks' liquidity. However,
high interest rates and an increase in mandatory reserves caused
a marked tightening of local currency liquidity in 2H13, also
reducing credit growth. Third-party foreign debt remains low,
meaning refinancing risk is manageable.

Rating Sensitivities:

Any changes in the five banks IDRs are likely to be linked to
changes in the sovereign credit profile. A further weakening of
the sovereign could indicate a reduced ability to support BBK and
BIB, and greater risk of transfer and convertibility restrictions
being introduced, which could result in downward pressure on each
of the banks' IDRs.

The banks' VRs could be downgraded if their financial profiles
deteriorate considerably as a result of marked asset quality
deterioration and capital erosion, without support being made
available.

The potential for positive rating actions on either the IDRs or
VRs is limited in the near term, given weaknesses in the economy
and external finances.

The rating actions are as follows:

BBK and BIB

Long-term IDR: affirmed at 'B-'; Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'b-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'B-'

BPS-Sberbank, BGPB, BelVEB

Long-term IDR: affirmed at 'B-'; Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'b-'
Support Rating: affirmed at '5'



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B O S N I A
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BOSNIA: Number of Insolvent Firms Increases
-------------------------------------------
Elvira M. Jukic at Balkan Insight reports that the Bosnian
Central Bank said the number of companies with blocked bank
accounts had risen by several thousand since last year's data was
released.

Around 65,000 bank accounts of around 40,000 business subjects in
Bosnia and Herzegovina were reported to be blocked, the Central
Bank said in a report on Dec. 2, Balkan Insight relates.

This was some 600 more than last month and almost 4,000 more than
in the same period last year, according to the report.

Vladimir Blagojevic, of the Republika Srpska Business Chamber,
told Balkan Insight that fears that 2013 would be a tough year
for business had come true, and that thousands more companies had
ended up with blocked accounts.

"Although there were some positive movements, especially in
industrial production, many businesses fell into illiquidity,"
the report quotes Mr. Blagojevic as saying.

One of the many reasons that Mr. Blagojevic gave for this is the
various taxes that companies have to pay, the report notes.



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F I N L A N D
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METSA BOARD: Moody's Changes Outlook to Pos. & Affirms B2 CFR
-------------------------------------------------------------
Moody's Investors Service has affirmed Metsa Board Corporation's
B2 Corporate Family Rating and the B2-PD Probability of Default
Rating. Concurrently, Moody's changed the outlook to positive
from stable.

Ratings Rationale:

The change in outlook to positive is prompted (1) by the
company's recently completed refinancing exercises aimed to
eliminate the original bridge financing due in June 2014, (2) the
reduced financial leverage with gross leverage as adjusted by
Moody's expected to decline to slightly below 4x Debt/EBITDA by
the year end 2013. Moody's also takes comfort from the improved
company's profitability following significant restructuring
measures implemented over the past years. While extensive
maintenance shutdowns at the Husum and Kemi mills impacted the
profitability of the paper and pulp division during Q3 2013,
continued strong performance in its packaging business area
provide further support to profit and cash generation. Based on
Q3 2013 results, Metsa Board's credit metrics are fully
commensurate with a B2 rating including Debt/EBITDA at 4.1 times
and EBITDA margins around 10% (all as adjusted by Moody's).
Higher profitability and lower restructuring payouts should also
allow Metsa Board to return to positive free cash flow generation
in 2014, despite continued dividend payments.

Moody's expects the group's packaging operations to continue to
perform solidly in 2014 despite the subdued economic environment
in Europe, with further gradual improvements to come from ongoing
efficiencies, the replacement of unprofitable paper capacities
with profitable packaging capacities, and growing demand.
However, Moody's cautions that profitability of its paper and
pulp business area may experience further pressure as
overcapacity for paper is significant, resulting in weak pricing
power of producers, and therefore diluting the group's overall
margin. In addition, new pulp capacity coming on stream in South
America may result in declining pulp prices in H1 2014, which
could also put further pressure on already weak paper pricing
levels.

More fundamentally, the B2 rating is supported by (i) Metsa
Board's strong market position, being among the leading producers
of paperboard in Europe, (ii) its good vertical integration into
pulp, reducing dependency on the volatile pulp prices, and (iii)
positive industry fundamentals with structural growth for paper-
based packaging products, which will be the major profit
contributor going forward. At the same time, Moody's notes that
Metsa Board still needs to prove the ability to generate
resilient returns through the cycle under the restructured setup.
In addition, refinancing challenges, although clearly reduced,
remain to a certain extent, with large maturities in 2015
amounting to around EUR100 million and EUR350 million term loan
in March 2016.

Metsa Board's liquidity profile is acceptable, but remains
reliant on the group's revolving credit facility to cover future
cash uses, capital expenditures and temporary funding of seasonal
working capital peaks as well as ongoing dividend payments in
amount of EUR 20 million historically.

A rating upgrade would require Metsa Board to improve its
liquidity profile including the timely refinancing of future
maturities and continue its track record of gradually improving
operating profitability and cash flow generation despite the
challenging macroeconomic conditions in its European markets.
Quantitatively, Moody's would consider a rating upgrade if Metsa
Board was able to sustain EBITDA margins of at least low double
digit percentages, with Moody's adjusted leverage of Debt/EBITDA
consistently at or below 4x, and RCF/Debt of around 10%.

The rating could come under negative pressure if the company's
Debt/EBITDA as adjusted by Moody's were to move towards 6x or if
material negative free cash flow generation further weakens the
group's liquidity position.

Outlook Actions:

Issuer: Metsa Board Corporation

  Outlook, Changed To Positive From Stable

Metsa Board, headquartered in Espoo, Finland, is a leading
European primary fibre paperboard producer. Metsa Board also
produces office paper and coated papers as well as market pulp.
Sales during the last twelve months ending September 2013
amounted to EUR2.0 billion.



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G E R M A N Y
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DYCKERHOFF AG: S&P Affirms & Withdraws 'BB+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Germany-based cement manufacturer Dyckerhoff AG and
then withdrew them at the company's request.

This includes the 'BB+/B' long- and short-term corporate credit
ratings, and the '3' recovery rating and 'BB+' issue rating on
the EUR150 million revolving credit facility due September 2015,
which was outstanding at the time of withdrawal.

At the time of the ratings withdrawal, the outlook was negative.

Dyckerhoff, the second-largest cement producer in Germany, is
100%-owned by Italy-based cement producer Buzzi Unicem SpA
(BB+/Negative/B).  According to S&P's group rating methodology
criteria, it considered Dyckerhoff as a core subsidiary of Buzzi
Unicem SpA and its ratings were equalized with those on the
parent.


E-MAC DE GERMAN: Moody's Cuts Ratings on 3 Note Classes to Caa3
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 9
mezzanine notes and affirmed the ratings of 6 senior and 5
mezzanine and junior notes in four RMBS transactions of the E-MAC
DE German RMBS series. Worse than expected collateral performance
has prompted downgrade actions.

Ratings Rationale:

Downgrade action takes into consideration increased portfolio
Expected Loss assumptions due to worse than expected collateral
performance and the level of credit enhancement under the notes
which is insufficient to withstand the increase in assumptions.
Moody's affirmed ratings of the notes that had sufficient credit
enhancement to withstand the increase in the expected loss
assumptions.

The performance of the E-MAC DE series has been deteriorating.
90+ day delinquencies in the series have remained at elevated
levels in the range of 10 to 12%, while the realized losses have
continued to increase, showing a steepening trend. The
transaction pool factors are still relatively high, between
approximately 75 and 82%.

After considering the current amounts of realized losses and
completing a delinquency roll rate analysis for the portfolio,
Moody's increased its lifetime expected loss assumptions to 12%
from the previous 9% of original portfolio balance in E-MAC DE
2005-I B.V., to 15% from the previous 12% of original portfolio
balance in E-MAC DE 2006-I B.V., to 12% from the previous 10.5%
of original portfolio balance in E-MAC DE 2006-II B.V. and to 12%
from the previous 9% of original portfolio balance in E-MAC DE
2007-I B.V.

Moody's has also factored into its analysis its expectations of
key macro-economic indicators. Moody's expects GDP growth to be
between 0 and 1% in 2013 followed by 2 to 3% growth in 2014,
unemployment to remain between 5 and 6% in 2013 and 2014.

Expected loss assumptions remain subject to uncertainty with
regard to general economic activity, interest rates and house
prices. Lower than assumed realised recovery rates or higher than
assumed default rates would negatively affect the ratings in
these transactions.

Factors that would lead to an upgrade or downgrade of the rating:

-- Factors or circumstances that could lead to an upgrade of the
    ratings are better performance of the underlying assets than
    Moody's expects and a decline in operational risk.

-- Factors or circumstances that could lead to a downgrade of
    the ratings are higher delinquencies and realized losses on
    the underlying assets than Moody's expects and a decline in
    the credit quality of key transaction parties.

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

Issuer: E-MAC DE 2005-I B.V.

EUR259.2M A Notes, Affirmed Baa1 (sf); previously on Jun 9, 2009
Downgraded to Baa1 (sf)

EUR18.6M B Notes, Downgraded to Baa3 (sf); previously on Jun 9,
2009 Downgraded to Baa1 (sf)

EUR9.9M C Notes, Downgraded to Caa1 (sf); previously on Aug 4,
2011 Downgraded to Ba3 (sf)

EUR9.3M D Notes, Downgraded to Caa3 (sf); previously on Aug 4,
2011 Downgraded to Caa2 (sf)

EUR3M E Notes, Affirmed Ca (sf); previously on Aug 4, 2011
Downgraded to Ca (sf)

Issuer: E-MAC DE 2006-I B.V.

EUR437M A Notes, Affirmed Baa1 (sf); previously on Jun 9, 2009
Downgraded to Baa1 (sf)

EUR27M B Notes, Downgraded to Caa1 (sf); previously on Aug 4,
2011 Downgraded to Ba1 (sf)

EUR17.5M C Notes, Downgraded to Caa3 (sf); previously on Aug 4,
2011 Downgraded to Caa1 (sf)

EUR11.5M D Notes, Affirmed Ca (sf); previously on Aug 4, 2011
Downgraded to Ca (sf)

Issuer: E-MAC DE 2006-II B.V.

EUR151M A1 Notes, Affirmed Baa1 (sf); previously on Jun 9, 2009
Downgraded to Baa1 (sf)

EUR465.7M A2 Notes, Affirmed Baa1 (sf); previously on Jun 9, 2009
Downgraded to Baa1 (sf)

EUR35M B Notes, Downgraded to Ba1 (sf); previously on Aug 4, 2011
Downgraded to Baa3 (sf)

EUR24.5M C Notes, Downgraded to Caa1 (sf); previously on Aug 4,
2011 Downgraded to B3 (sf)

EUR14M D Notes, Affirmed Caa3 (sf); previously on Aug 4, 2011
Downgraded to Caa3 (sf)

EUR9.8M E Notes, Affirmed Ca (sf); previously on Aug 4, 2011
Downgraded to Ca (sf)

Issuer: E-MAC DE 2007-I B.V.

EUR19.5M A1 Notes, Affirmed A3 (sf); previously on Aug 16, 2013
Upgraded to A3 (sf)

EUR443.3M A2 Notes, Affirmed A3 (sf); previously on Aug 16, 2013
Upgraded to A3 (sf)

EUR39.1M B Notes, Downgraded to Ba3 (sf); previously on Aug 4,
2011 Downgraded to Baa2 (sf)

EUR33.5M C Notes, Downgraded to Caa3 (sf); previously on Aug 4,
2011 Downgraded to B3 (sf)

EUR13.9M D Notes, Affirmed Ca (sf); previously on Aug 4, 2011
Downgraded to Ca (sf)


XELLA INTERNATIONAL: Moody's Assigns 'B1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and a B1-PD probability of default rating (PDR) to
Xella International Holdings S. a r.l., the parent entity of
Xella International S.A. ("Xella"). Concurrently, Moody's has
withdrawn Xella International S.A.'s Ba3 CFR and Ba3-PD PDR.

Moody's has also assigned a definitive B3 rating to the EUR200
million PIK Toggle Notes due 2018 issued by Xella HoldCo Finance
S.A. and affirmed the existing Ba3 rating on EUR300 million
senior secured notes due 2018 issued by Xefin Lux S.C.A. The
rating outlook on all ratings is stable.

The rating action follows the completion of the PIK notes
offering and an amendment of the senior secured bank facilities
and concludes the review which was initiated on October 7, 2013.

Ratings Rationale:

Moody's has moved the CFR from Xella International S.A. to Xella
International Holdings S. a r.l. to reflect Moody's view that all
group debt including the new PIK toggle notes should be
considered in consolidated metrics. Gross leverage (including the
PIK notes) as adjusted by Moody's is expected to be at c. 5.3x at
the transaction closing, or 5.5x including the Loan Note between
Xella HoldCo Finance S.A. and Xella International Holdings
S. a r.l. to be reported in Xella International Holdings S. a
r.l.'s financial accounts. The PIK Toggle Notes indenture
includes a "pay if you can" mechanism of cash interest payments,
subject to availability of cash and maximum amount of permitted
dividends, distributions or restricted payments available for up-
streaming. Such distributions are restricted, among other things,
by a covenant limiting net senior secured leverage to a maximum
of 1.75x under the existing senior facilities agreement.

In the nine-month period ended 30 September 2013, Xella's sales
and management EBITDA declined by 3% and 10% respectively,
reflecting severe weather conditions affecting the industry in
the first quarter as well as start up costs for expansion
projects, mitigated by some recovery during the second quarter.

Xella's liquidity, pro forma for the PIK notes issuance, is
adequate, including approximately EUR23 million cash located at
Xella International Holdings Sarl, and around EUR18 million cash
overfunding at the PIK Notes issuer (pro forma for the
transaction costs). Cash balance at Xefin Lux S.C.A. is
contractually assigned to pay cash interest on the PIK notes, and
cash at Xella International Holdings S. a r.l. is intended to be
used for cash interest payments on the PIK notes. As of 30
September 2013 liquidity at Xella International S.A. consisted of
a EUR104 million cash balance and a EUR75 million undrawn RCF,
the availability of which was reduced by EUR21 million
guarantees.

Moody's affirmed the Ba3 rating on the existing EUR300 million
senior secured notes due 2018 issued by Xefin Lux S.C.A. This is
because the negative pressure from the lower CFR of the group is
offset by an uplift of the senior secured notes resulting from
the additional subordinated debt, now included in Moody's LGD
model.

The definitive B3 rating on the EUR200 million PIK Toggle Notes
reflects the fact that they are structurally subordinated to all
other debt within the group and are effectively ring-fenced from
the senior secured notes restricted group. The PIK noteholders
will have no debt claim against the senior secured notes
borrowing group because the notes are only guaranteed by Xella
International Holdings S.a r.l., and only secured by a pledge
over rights of the Issuer under the Loan Note between the Issuer
and Xella International Holdings S.a r.l., while both entities
are located outside the senior secured notes borrowing group.

Outlook:

The stable outlook reflects Moody's expectation that the company
will maintain stable operating performance and positive free cash
flow generation, combined with a conservative policy towards
acquisitions.

What Could Change the Rating Down/Up:

Positive pressure could arise if the company:

  (1) decreases gross Debt-to-EBITDA ratio (Moody's adjusted)
      towards 4.5x;

  (2) improves its EBIT-to-Interest ratio towards 2.0x; and

  (3) achieves a Free Cash Flow-to-Debt ratio towards 5% on a
      sustained basis.

Conversely, downward pressure could be exerted on the ratings if
Xella's:

  (1) gross Debt-to-EBITDA ratio rises significantly above 5.5x;

  (2) EBIT-to-Interest ratio declines below 1.5x; or

  (3) free cash flow turns negative.

Any significant debt-financed acquisitions or shareholder
distribution could also weigh on the ratings.

Headquartered in Duisburg (Germany), Xella is a manufacturer of
modern building materials and a producer of lime. Xella is
currently owned by PAI partners and Goldman Sachs Capital
partners. The company reported consolidated revenues of EUR1.3
billion for the year ended December 31, 2012.



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


ATHENS: Moody's Places 'C' Issuer Ratings on Review for Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed the City of Athens' C issuer
ratings on review for upgrade, reflecting the city's efforts to
cure a past default on a domestic loan.

Ratings Rationale:

Rationale for The Review:

Moody's decision to review Athens' rating for upgrade reflects
the rating agency's expectation that a default on a EUR29.5
million loan it incurred in 2003 from the Agricultural Bank of
Greece (ATE) -- currently in liquidation -- will be cured within
a few weeks. Moody's notes that Athens' municipal council
approved a resolution in late October that authorizes the payment
of the remaining EUR675,000 in interest to ATE bank's liquidation
commission for the full settlement of the loan. Athens had
already incurred a EUR31.2 million amortizing loan from another
state-owned entity in September 2013 (Fund for Deposits and
Loans, FDL) in order to refinance the principal and cover a
portion of the interest (EUR1.7 million) due to ATE. As such,
Moody's understands that the city has adequate cash on hand to
repay the defaulted loan.

Including the loan incurred from FDL last September, Moody's
projects Athens' debt stock to amount to EUR167 million as of
year-end 2013, equivalent to a moderate 38% of latest realised
operating revenue. Athens' debt stock is entirely formed of bank
loans with an amortizing schedule.

Action occurs in the context of an improved sovereign
environment, which indicates reduced systemic risk. On
November 29, 2013, Moody's upgraded the Greece sovereign rating
to Caa3 from C and assigned a stable outlook.

What Could Move the Rating Up/Down:

Moody's review will focus on the settlement of the EUR29.5
million loan currently in default. Moody's expects to conclude
the rating review upon evidence of the full settlement of this
loan, ideally in the next few weeks.

Any upward movement in Athens' rating would require evidence that
it is no longer in default on this debt obligation. Additionally,
upward movement of the rating would likely be limited to the
level of the Greek sovereign rating given the close financial
operating linkages with the central government, as evidenced by
(1) approximately 40% of its operating revenue being derived from
state transfers; and (2) the fact the remainder of its income is
directly linked to the performance of the national economy.

Confirmation of Athens' rating at C would reflect the city's
failure to resolve its default. Fiscal slippage or the emergence
of significant liquidity risks leading to a possible re-default
would also lead to confirmation of the C rating.

Specific economic indicators as required by EU regulation are not
applicable for this entity.

On November 29, 2013, a rating committee was called to discuss
the rating of Athens, City of. The main points raised during the
discussion were: The issuer's efforts to cure the default. The
systemic risk in which the issuer operates has materially
decreased.

The weighting of all rating factors is described in the
methodology used in this rating action, if applicable.


FREESEAS INC: To Effect a 1-for-5 Reverse Common Stock Split
------------------------------------------------------------
FreeSeas Inc.'s Amended and Restated Articles of Incorporation
were amended to effect a reverse stock split of the Company's
issued and outstanding common stock at a ratio of one new share
for every five shares currently outstanding.

The Company anticipates that its common stock will begin trading
on a split adjusted basis when the market opens on Dec. 2, 2013.
FreeSeas' common stock will continue to trade under the symbol
"FREE."  The common shares will also trade under a new CUSIP
number Y26496300.

The reverse stock split will consolidate five shares of common
stock into one share of common stock at a par value of $.001 per
share.  The reverse stock split will not affect any shareholder's
ownership percentage of FreeSeas' common shares, except to the
limited extent that the reverse stock split would result in any
shareholder owning a fractional share.  Fractional shares of
common stock will be rounded up to the nearest whole share.

After the reverse stock split takes effect, shareholders holding
physical share certificates will receive instructions from
American Stock Transfer and Trust Company LLC, the Company's
exchange agent, regarding the process for exchanging their
shares.

As previously disclosed, the shareholders of the Company
authorized the Board to effect a reverse split of the Company's
issued and outstanding common stock at a ratio of not more than
1 for 5, at any time prior to Nov. 14, 2014, at the discretion of
the Company's Board of Directors.

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  As of Sept. 30, 2013, the Company had US$107.35
million in total assets, US$106.63 million in total liabilities,
all current, and US$711,000 in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GREECE: Moody's Takes Ratings Actions on Structured Finance Deals
-----------------------------------------------------------------
Moody's Investors Service has upgraded 16 notes and affirmed six
notes in nine Greek structured finance transactions, following
Moody's raising of its country ceiling on Greece to B3 from Caa2
and its upgrade of Greece's sovereign rating to Caa3 from C.

The raising of Greece's country ceiling to B3 reflects a slightly
lower redenomination risk and a lower likelihood of exit from the
euro area. As a result of rating actions, the highest rating for
outstanding Greek structured finance securities is now B3 (sf),
up from Caa2 (sf) previously. A detailed list of rating actions
is included towards the end of this press release before the
regulatory disclosure section.

Ratings Rationale:

   -- Highest Rating for Greek Structured Finance Transactions is
      Now B3 (sf)

Rating actions reflect Moody's upgrade of its assessment of the
highest rating that can be assigned to debt obligations issued by
domestic Greek issuers, or where cash flows used to repay debt
obligations are sourced from domestic Greek assets, to B3.
Notwithstanding a fragile and unpredictable domestic political
environment, this new level reflects a slightly lower
redenomination risk and a lower likelihood of exit from the euro
area as a result of a slowly improving economy, improved debt
affordability and continued euro area support as the country
achieves its targets under the Troika program. This new maximum
achievable rating applies to all forms of ratings in Greece,
including structured finance ratings.

  -- Seven Senior Notes Upgraded on Sufficient Credit
     Enhancement:

Moody's assessed the current credit enhancement (CE) level under
each senior note and compared it against the observed performance
and the expected loss for each transaction. Moody's upgraded
seven senior notes to B3 (sf), with CE covering more than three
times the expected loss level. Moody's upgraded Estia Mortgage
Finance II PLC to Caa1 (sf), with a CE only slightly above the
expected loss level.

   -- Moody's Also Upgraded a Number of Subordinated Notes:

Moody's upgraded some mezzanine and junior notes to Caa1 (sf) or
Caa2 (sf) from Caa3 (sf), taking into account the notes' CE
levels compared to the expected loss assumed for each
transaction. Small subordinated notes are subject to higher
severities given that 1) available cash flows would first be
allocated to the senior notes; and 2) any allocation of losses in
smaller tranches results in a higher severity compared to the
same level of losses in a much larger note. As a result, Moody's
upgraded seven subordinated notes in five transaction to Caa1
(sf) or Caa2 (sf) from Caa3 (sf) and affirmed six junior notes at
Caa3 (sf) for which the current CE level covers less than 1.5
times the expected loss level.

   -- Titlos PLC Notes Upgraded on Reduced Sovereign Risk:

Moody's upgraded the notes issued by Titlos plc to Caa3 (sf) from
C (sf), which are backed by a swap relying on payments by the
Greek government, reflecting the Greek sovereign rating upgrade
of 29 November 2013. Moody's believes the main risk driver of
this transaction is Greek sovereign risk and, as such, its
ultimate rating should closely mirror that of the Greek
government, currently at Caa3.

   -- Factors that Would Lead to an Upgrade or Downgrade of the
      Ratings

A further lowering in Moody's assessment of the sovereign risk in
Greece could lead to an additional upgrade of the ratings.
Conversely, an increase in Moody's assessment of the sovereign
risk in Greece, as well as a deterioration in the collateral
performance, could lead to a downgrade of the ratings.

   -- Sensitivity Analysis:

Moody's did not conduct a cash flow analysis as the main driver
of Rating actions was its upgrade of the country ceiling for
Greek debt.

List of Affected Ratings:

Issuer: EPIHIRO PLC

EUR1623M Class A Notes, Upgraded to B3 (sf); previously on
Dec 19, 2012 Confirmed at Caa2 (sf)

Issuer: Estia Mortgage Finance II PLC

EUR1137.5M A Notes, Upgraded to Caa1 (sf); previously on Dec 19,
2012 Confirmed at Caa2 (sf)

Issuer: Grifonas Finance No. 1 Plc

EUR897.7M A Notes, Upgraded to B3 (sf); previously on Dec 19,
2012 Confirmed at Caa2 (sf)

EUR23.8M B Notes, Upgraded to Caa2 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

EUR28.5M C Notes, Affirmed Caa3 (sf); previously on Dec 19, 2012
Confirmed at Caa3 (sf)

Issuer: KION Mortgage Finance Plc

EUR553.8M A Notes, Upgraded to B3 (sf); previously on Dec 19,
2012 Confirmed at Caa2 (sf)

EUR28.2M B Notes, Upgraded to Caa2 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

EUR18M C Notes, Affirmed Caa3 (sf); previously on Dec 19, 2012
Confirmed at Caa3 (sf)

Issuer: Themeleion II Mortgage Finance Plc

EUR690M A Notes, Upgraded to B3 (sf); previously on Dec 19, 2012
Confirmed at Caa2 (sf)

EUR37.5M B Notes, Upgraded to Caa1 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

EUR22.5M C Notes, Upgraded to Caa1 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

Issuer: Themeleion III Mortgage Finance Plc

EUR900M A Notes, Upgraded to B3 (sf); previously on Dec 19, 2012
Confirmed at Caa2 (sf)

EUR20M B Notes, Upgraded to Caa1 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

EUR40M C Notes, Affirmed Caa3 (sf); previously on Dec 19, 2012
Confirmed at Caa3 (sf)

EUR40M M Notes, Upgraded to Caa1 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

Issuer: Themeleion IV Mortgage Finance Plc

EUR1352.9M A Notes, Upgraded to B3 (sf); previously on Dec 19,
2012 Confirmed at Caa2 (sf)

EUR155.5M B Notes, Affirmed Caa3 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

EUR46.6M C Notes, Affirmed Caa3 (sf); previously on Dec 19, 2012
Confirmed at Caa3 (sf)

Issuer: Themeleion Mortgage Finance PLC

EUR693.5M A Notes, Upgraded to B3 (sf); previously on Dec 19,
2012 Confirmed at Caa2 (sf)

EUR32M B Notes, Upgraded to Caa2 (sf); previously on Dec 19,
2012 Confirmed at Caa3 (sf)

EUR24.5M C Notes, Affirmed Caa3 (sf); previously on Dec 19, 2012
Confirmed at Caa3 (sf)

Issuer: Titlos plc

EUR5100M A Note, Upgraded to Caa3 (sf); previously on Mar 13,
2012 Downgraded to C (sf)


GREECE: Fitch Takes Rating Actions on Structured Finance Deals
--------------------------------------------------------------
Fitch Ratings has upgraded 20 and affirmed eight tranches of nine
Greek structured finance transactions.

Key Rating Drivers:

Country Ceiling Upgrade

Following the affirmation of the Greek sovereign at 'B-' the
agency upgraded the Country Ceiling for Greece to 'B+' from 'B'.
Consequently, Fitch has upgraded those RMBS tranches that are
constrained by the Country Ceiling and which have sufficient
credit enhancement (CE) to withstand the agency's 'B+sf'
stresses.

Strong CE despite Weakened Performance

The performance of loans across RMBS portfolios deteriorated
further in 3Q13, after showing signs of stabilization earlier in
the year. In 3Q13, the portion of loans in arrears by more than
three months, excluding defaults, returned to peak levels of
5.2%. However, the upgraded tranches have sufficient CE to absorb
higher future defaults and losses at the Country Ceiling rating
level. Many of the mortgage portfolios have paid down
significantly, resulting in sequential note repayment and a
build-up of CE, particularly for the senior tranches.

Rating Sensitivities:

-- Further changes to the Greek sovereign Issuer Default Rating
    or Country Ceiling may result in corresponding changes on the
    tranches with capped ratings.

-- A change in legislation that has a material effect on
    mortgage borrower behavior or repossession activity would
    cause the agency to revise its assumptions and could also
    affect the ratings.



=============
I C E L A N D
=============


ICELAND: Mulls Laws to Speed Up Failed Banks' Claims Settlement
---------------------------------------------------------------
Omar R. Valdimarsson at Bloomberg News reports that Iceland is
considering forcing creditors in the nation's failed banks to
resolve their claims faster as Prime Minister Sigmundur David
Gunnlaugsson says he's looking into passing laws to speed up a
settlement.

The existing approach "has never been considered a permanent
business model," Bloomberg quotes Mr. Gunnlaugsson as saying in a
Nov. 30 interview in Reykjavik.  "Whether we need to address this
in law must be one of the matters that we contemplate when we
look at whether laws are generally having the impact that they
are supposed to."

Kaupthing Bank hf, Glitnir Bank hf, and Landsbanki Islands hf
have been run by winding up committees representing their
creditors since the lenders defaulted on US$85 billion in 2008,
Bloomberg recounts.  A time limit on creditor settlements could
force the banks into bankruptcy proceedings, according to
Icelandic law, Bloomberg notes.

Efforts to reach a settlement have so far been scuppered by
disagreement over Iceland's plan to write down the banks' krona
debt as the nation tries to unwind capital controls without
triggering a currency sell-off, Bloomberg relays.

The government plans to reduce ISK461 billion (US$3.9 billion) in
combined krona claims against the three lenders, Bloomberg
discloses.  Iceland's capital controls, imposed five years ago,
are blocking about US$7.2 billion in krona-denominated assets
from exiting the US$14 billion economy, Bloomberg states.

Iceland, Bloomberg says, is also taking steps to reduce the
failed banks' assets through taxation.  Over the weekend,
Mr. Gunnlaugsson unveiled plans to raise a proposed tax on debt
owed by a bank to 0.366% from 0.041%, as part of a plan to write
down residential mortgage debt and give tax breaks on mortgage
payments, Bloomberg recounts.

Glitnir and Kaupthing objected to the tax in letters to
parliament, claiming it violates Iceland's constitution,
Bloomberg discloses.

According to Bloomberg, the measure will help pay for a plan
announced on Nov. 30 to write down mortgages linked to inflation
by ISK150 billion.



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


ALLIED IRISH: Bank Well Capitalized, Based on Initial Assessment
----------------------------------------------------------------
As noted in Allied Irish Bank's Interim Management Statement of
Nov. 14, 2013, the Central Bank of Ireland has been conducting a
Balance Sheet Assessment of the credit institutions covered under
the Eligible Liabilities Guarantee, including AIB.  This review
included an assessment of asset quality, risk weighted assets and
point in time capital as of June 30, 2013.

AIB has been advised of the findings of this review which it will
consider in the preparation of the bank's year end December 2013
provisions and financial statements.

Based on an initial assessment of the findings of the BSA, the
Bank believes it continues to be well capitalized and in excess
of minimum regulatory requirements.

AIB has c.521 billion ordinary shares, 99.8 percent of which are
held by the National Pensions Reserve Fund Commission (NPRFC),
mainly following the issue of 500 billion ordinary shares to the
NPRFC at EUR0.01 per share in July 2011.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount
of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


IRELAND: Number of Insolvency Firms Down 18% in 2013
----------------------------------------------------
Irish Examiner reports that the number of firms in Ireland
becoming insolvent has dropped by 18% during 2013, according to
research carried out by business and credit risk analyst
Vision-net.

The findings show the number of company and business start-ups
have grown by 9.4% in the year to date, when compared with the
same time last year, Irish Examiner relates.

In November, 130 companies -- representing five each day -- were
declared insolvent, 58% of which have a Dublin-registered
address, Irish Examiner discloses.


IRISH BANK: Liquidators Hire Goodbody to Sell Junior NAMA Bonds
---------------------------------------------------------------
Joe Brennan at Bloomberg News reports that the liquidators of the
former Anglo Irish Bank Corp. hired Goodbody Stockbrokers to sell
the failed lender's junior National Asset Management Agency
bonds.

According to Bloomberg, Anglo, renamed Irish Bank Resolution
Corp., was given the bonds in part payment for loans it sold in
2010 to the National Asset Management Agency, the state's bad
bank, set up to purge lenders of risky real-estate assets.

NAMA, based in Dublin, bought EUR74 billion of risky commercial
real-estate loans from five lenders at a discount of 58%,
Bloomberg recounts.  Some 95% of the payment was in senior NAMA
bonds, with the remainder in subordinated bonds, Bloomberg
discloses.  The junior securities only pay out if the agency
beats its target of redeeming all its senior debt by 2020,
Bloomberg says.

IBRC, which is being wound up by the state, valued the securities
at an 85% discount to their EUR843 million par value in
June 2012, Bloomberg notes.  Bloomberg relates that people
familiar with the matter said the securities may draw bids from
hedge funds and other distressed debt investors.

                   About Irish Bank Resolution

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

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

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

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


BANK OF IRELAND: Raises EUR580 Million to Repay Bailout
-------------------------------------------------------
Jamie Smyth at The Financial Times reports that three years after
a banking crash forced Dublin into a humiliating international
bailout, Bank of Ireland said on Wednesday it had raised EUR580
million as part of a transaction to "fully reimburse" the state
for the emergency funds it received.

According to the FT, Dublin said the fundraising, and a separate
announcement by Ireland's bad bank National Asset Management
Agency that it has redeemed EUR7.5 billion of the debt issued to
buy toxic property loans from banks, was evidence its financial
sector was stabilizing as it exits its international bailout.

Bank of Ireland, which was the only Irish lender to escape state
control during the crash, on Wednesday raised EUR580 million in a
share placing to new and existing investors as part of a wider
transaction to redeem EUR1.8 billion preference shares held by
the state, the FT relays.  The shares were placed at a price of
26 cents each and represented 7.74% of the bank's stock before
the placing, the FT notes.

The remaining EUR1.3 billion in preference shares were sold to
private investors, earning a small profit for the state, the FT
states.

"In total, since 2009, the bank will have received EUR4.8 billion
cash from the state and returned EUR5.9 billion cash to the state
for the state's explicit support," the FT quotes Bank of Ireland
as saying.

By repaying the government's preference shares, Bank of Ireland
avoids paying an automatic step-up in value of these shares by
25% on March 31, the FT discloses.  It also enables the bank to
resume paying dividends depending on its future profitability,
the FT says.  As a penalty for receiving state aid, the bank was
restricted from paying dividends while the preference shares
remained in state hands, the FT notes.

Headquartered in Dublin, Bank of Ireland --
http://www.bankofireland.com/-- provides a range of banking and
other financial services.  These include checking and deposit
services, overdrafts, term loans, mortgages, business and
corporate lending, international asset financing, leasing,
installment credit, debt factoring, foreign exchange facilities,
interest and exchange rate hedging instruments, executor,
trustee, life assurance and pension and investment fund
management, fund administration and custodial services and
financial advisory services, including mergers and acquisitions
and underwriting.  The Company organizes its businesses into
Retail Republic of Ireland, Bank of Ireland Life, Capital
Markets, UK Financial Services and Group Centre.  It has
operations throughout Ireland, the United Kingdom, Europe and the
United States.


ST PAUL'S CLO III: S&P Assigns 'B' Rating to Class F Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to St Paul's
CLO III Ltd.'s class A, B, C, D, E, and F notes.  At closing,
St Paul's CLO III also issued unrated subordinated notes.

S&P's ratings address the timely payment of interest and
principal on the class A and B notes, and the ultimate payment of
interest and principal on the class C, D, E, and F notes.

Capital Structure

           Notional
Class     (mil. EUR)  Interest  Deferrable   OC (%)     Rating
A             326.7  6mE+1.45%          No   40.49    AAA (sf)
B              64.9  6mE+2.00%          No   28.67     AA (sf)
C              32.4  6mE+3.00%         Yes   22.77      A (sf)
D              26.4  6mE+4.15%         Yes   17.96    BBB (sf)
E              33.0  6mE+5.50%         Yes   11.95     BB (sf)
F              15.4  6mE+6.00%         Yes    9.14      B (sf)
Subordinated   57.7        N/A         N/A    0.00         NR

6mE -- Six-month Euro Interbank Offered Rate (EURIBOR).
OC -- Overcollateralization = [portfolio target par amount -
      tranche notional (including notional of all senior
      tranches)]/portfolio target par amount.
NR -- Not rated.
N/A -- Not applicable.

S&P understands from the investment manager that St Paul's CLO
III purchased about 38% of its target portfolio via trades in the
open market, and 62% from ICG EOS Loan Fund I Ltd.  The assets
from EOS Loan Fund I that couldn't be settled on St Paul's CLO
III's closing date are subject to a participation, until they can
be elevated to full assignments.  The investment manager expects
that all assets purchased from EOS Loan Fund I will have settled
before St Paul's CLO III's effective date.

At the end of the ramp-up period (on or before June 15, 2014),
S&P understands that the portfolio will represent a well-
diversified pool of corporate credits, with a fairly uniform
exposure to all of the credits.  Therefore, S&P has conducted its
credit and cash flow analysis by applying its 2009 corporate cash
flow collateralized debt obligation criteria.

In S&P's cash flow analysis, it assumed a portfolio weighted-
average maturity of 6.04 years.  S&P used a portfolio target par
amount of EUR549.0, assuming that 10% of the portfolio comprises
fixed-rate assets.  S&P used the covenanted weighted-average
spread and weighted-average coupon (4.20% and 6.00%
respectively), and the covenanted weighted-average recovery rates
at each rating level.

The portfolio's replenishment period ends 4.0 years after
closing.

Citibank N.A., London Branch is the bank account provider and
custodian.  Asset swaps with J.P. Morgan Securities PLC hedge
against the foreign exchange risk arising from non-euro-
denominated assets.  The participants' downgrade remedies are in
line with S&P's current counterparty criteria.

The issuer is in line with S&P's bankruptcy-remoteness criteria
under its European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it considers that its ratings are
commensurate with the available credit enhancement for each class
of notes.

St Paul's CLO III is a cash flow collateralized loan obligation
(CLO) transaction securitizing a portfolio of primarily senior
secured loans made to speculative-grade European corporates.
Intermediate Capital Managers Ltd. manages the transaction.

RATINGS LIST

Ratings Assigned

St Paul's CLO III Ltd.
EUR556.5 Million Secured And Secured Deferrable Floating-Rate
Notes and Subordinated Notes

Class               Rating             Amount
                                     (mil. EUR)

A                   AAA (sf)            326.7
B                   AA (sf)              64.9
C                   A (sf)               32.4
D                   BBB (sf)             26.4
E                   BB (sf)              33.0
F                   B (sf)               15.4
Subordinated        NR                   57.7

NR--Not rated.



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


AGOS-DUCATO: S&P Affirms & Withdraws 'BB-/B' Counterparty Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB-/B' long- and short-term counterparty credit ratings on
Italy-based Agos-Ducato SpA (Agos).  S&P subsequently withdrew
the ratings at the company's request.  At the time of withdrawal,
the outlook was negative.

"The affirmation reflects our opinion that Agos remains a
"strategically important" subsidiary of Credit Agricole (CASA).
We believe that the CASA group has a strong commitment to Agos
and, if necessary, would provide extraordinary support to its
subsidiary in most foreseeable circumstances.  As a result, we
incorporate into the rating on Agos three notches of uplift above
its stand-alone credit profile (SACP) of 'b-'.  Our view of Agos'
SACP takes into account the substantial ongoing capital and
funding support it already receives and we expect it will
continue to receive from its parent, Credit Agricole.  We
continue to incorporate in Agos' SACP our view that it has a weak
business position, weak capital and earnings, and a moderate risk
position," S&P said.

In particular, Agos' capital position benefited from the
EUR300 million capital increase from Credit Agricole (62%) and
Banco Popolare (38%) in April 2013.  In S&P's opinion, this
capital injection has only moderately improved the bank's
weakened capital position, considering the sizable losses that
the bank reported in 2012 and that S&P expects in 2013.
Moreover, S&P forecasts that operating profit in 2014 will be
just sufficient to cover the still-high credit losses.  S&P
therefore expects Agos' risk-adjusted capital to range between
3.1%-3.3% in 2014 compared with 2.6% pro forma as of year-end
2012.  S&P therefore continues to view Agos' capital and earnings
as "weak".

S&P believes Agos will continue to benefit from the ongoing and
committed funding and liquidity support from its parent.  For
example, S&P notes that Credit Agricole already covers the vast
majority of Agos' funding needs.  As a result, and despite Agos
being entirely wholesale funded and therefore lacking access to
customer deposits, which S&P views as a stable source of funding,
it evaluates Agos' funding and liquidity position as "average"
and "adequate".

S&P maintains its view of Agos' business position as "weak,"
owing to its high business concentration in consumer finance
business.

S&P also continues to assess Agos' risk position as "moderate,"
reflecting its view of the company's higher-than-average loss
experience. Agos' net inflow of nonperforming assets (NPAs)
reached about 4.8% in 2012 and NPAs accounted for about 14.6% of
gross loans at December 2012, after having sold about
EUR540 million of NPAs in 2012.  Despite past efforts to clean up
its portfolio, S&P expects NPAs to continue to rapidly accumulate
in 2013 and its cost of risk to remain high at about 500 basis
points (bps) in 2013, maintaining coverage close to 90%.

At the time of the withdrawal of the ratings on Agos, the bank's
mid-year 2013 results were not yet available to S&P, and it
therefore do not include them in its ratings assessment.

The outlook at the time of the withdrawal was negative,
reflecting the possibility that we could have lowered the ratings
if, all else being equal, S&P had anticipated that one of the
following conditions had occurred:

   -- The economic and operating conditions in which Italian
      banks operate had deteriorated further;

   -- The economic conditions in which Italian banks operate had
      deteriorated further, and Agos' capital position had
      weakened due to either higher economic risk or higher-than-
      expected pressures on the company's profitability;

   -- Agos' capital position had weakened due to either higher
      economic risk or higher-than-expected pressures on the
      company's profitability;

   -- It had perceived that the Credit Agricole group's
      commitment to support Agos was diminishing or uncertainties
      about Agos' business plan were affecting its view of Agos'
      strategy and its importance to its parent.

At the time of the withdrawal, S&P considers it unlikely that it
would have revised the outlook on Agos to stable.  However, S&P
could have done so if it had anticipated that downside risks to
the economic and operating environment in Italy, and to S&P's
assessment of the company's capital, were likely to abate.


DS INGEGNERIA: Italian Police Arrest Two Managers Over Bankruptcy
-----------------------------------------------------------------
ANSA reports that Italian police in Rome on Wednesday arrested
two managers and seized EUR1.5 million worth of assets in the
case of DS Ingegneria.

According to ANSA, investigators believe the company was
criminally stripped of its value through the subtraction of
commercial goodwill, technological know-how, human resources,
merchandise and client portfolio in a bankruptcy fraud case of
EUR4 million.

The company was active in building, selling and installing auto
alarms based on a satellite tracking system, ANSA discloses.

Two company executives were placed under house arrest and banned
from company functions for two months, ANSA relates.

A total of 10 people are under investigation in the case, ANSA
notes.

DS Ingegneria is an Italian satellite-system auto-alarm company.



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


ALTICE VII: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's affirmed the B1 corporate family rating (CFR) and B1-PD
probability of default rating (PDR) of Altice VII S.a.r.l. as
well as the existing B1 debt ratings at Altice Financing SA and
the B3 debt ratings at Altice Finco SA. At the same time Moody's
assigned a (P)B1 rating to the proposed new issue of US$1,285
million-equivalent in USD and EUR senior secured notes due 2021
at Altice Financing and a (P)B3 rating to the proposed new issue
of US$400 million in senior notes due 2023 at Altice Finco.
Altice Financing and Altice Finco are finance subsidiaries of
Altice VII. Proceeds from the new issues are expected to be used
to finance Altice VII's previously announced acquisition of 88%
of Tricom S.A. and Global Interlinks Ltd. (together, "Tricom"),
which Altice VII entered into an agreement to acquire on
October 31, 2013 for US$405 million, and the company's previously
announced acquisition of a majority ownership in Orange
Dominicana S.A. ("ODO"), which Altice VII entered into an
agreement to acquire on November 26, 2013 for US$1.4 billion.
Proceeds from the offerings will initially be held in escrow
pending receipt of regulatory and other approvals. Altice VII
aims to close the acquisitions during the first quarter of 2014.
Rating actions assume that both acquisitions are closed as
currently envisaged.

Ratings Rationale:

The affirmation of Altice VII's CFR, PDR and of its subsidiaries'
instrument ratings following the acquisition announcements
recognizes i) the further increased size and scope of the Altice
VII group; ii) the additional diversification of its geographic
presence and of its sources of revenue and cash flows; iii) the
potential for the combined ODO/Tricom entity to become a strong
integrated No 2 player in the Dominican Republic's communications
market; iv) synergy opportunities from the combination of the two
entities (e.g. marketing, distribution, LTE deployment), from the
rationalization of Tricom's access network and other operational
optimization steps and v) relatively low product penetration
levels in the Dominican Republic, which should allow for growth
over time from up-selling, including quad play. The B1 CFR also
acknowledges the benefits from the company's recently signed
network sharing agreement with Partner Communications Company Ltd
(subject to regulatory approval) for its Israeli mobile
operations, which the company estimates will have a positive
impact on EBITDA of EUR41 million on an annualized basis.

However, the change of outlook for Altice VII and its debt
issuing entities, Altice Finco and Altice Financing to negative
(from stable) reflects (i) the rapid pace of Altice VII's
acquisition activity and geographic expansion; (ii) risks from
entering a new market in which the company has no direct
operating experience and for which country risk (including
currency risk) is not insubstantial (the government of Dominican
Republic is rated B1 by Moody's); (iii) the significant challenge
for the company's still growing central corporate management
group to effectively supervise and enact the ongoing
rationalization and business development processes in Altice
VII's various operations; (iv) the debt-financed nature of the
acquisitions as envisaged, which increases leverage as measured
by the Debt/EBITDA ratio (Moody's definition, including
adjustments for debt-like items such as put options) to around
5.1x (on a L3QA-basis before synergies/savings) and (v) the
diminished contribution from cable and broadband operations
following the acquisitions.

Moody's further notes that Altice VII's most recent acquisitions,
Outremer Telecom S.A., Tricom and ODO (as envisaged) all have or
will have minority interests in the equity ownership. While the
presence of regional partners makes good business sense as Altice
VII enters new markets, it also dilutes Altice's economic
ownership of the newly acquired assets and their cash flows. This
is only partly balanced by Moody's debt adjustments for put
options where they exist. Altice VII currently assumes that it
will own 75% (and no less than 70%) of ODO, but is still in
negotiations with a potential local partner in the Dominican
Republic (Grupo Leon Jimenes) regarding a minority participation.
Should the minority participation not materialize, Altice VII
expects to receive additional equity contributions, if it cannot
fund the shortfall within the restricted group.

Moody's views the liquidity profile of the Altice VII group as
adequate for its near-term needs. As of September 30 2013, Altice
VII reported a cash position of EUR62 million. This, combined
with amounts available under the group's two undrawn revolving
credit facilities of US$80 million and EUR60 million respectively
and the expected cash generation at the operating subsidiary
level should cover the company's near-term operational and
financial needs in the ordinary course of business. Covenant
headroom is moderate in the near-term, as the company maximizes
its borrowing capacity.

What Could Change the Rating - Up:

While Moody's sees no near-term upward pressure on the ratings,
such pressure could develop over time should the company's
leverage (as measured by Moody's Debt/EBITDA ratio) fall to well
below 4.0x on a sustainable basis combined with visible levels of
free cash flow generation. The outlook could be moved to stable,
if the company (i) can deliver continued EBITDA growth, (ii)
demonstrates that the integration of the assets acquired in 2013
progresses as planned, (iii) the Israeli mobile business produces
increasingly positive EBITDA contributions and (iv) it becomes
evident that leverage will remain below 5.0 times in 2014 and
beyond.

What Could Change the Rating - Down:

Negative pressure on the ratings would develop as a result of (i)
leverage exceeding 5.0x for a prolonged period of time, (ii)
signs of deteriorating liquidity either as a result of operating
performance or due to the company's inability to distribute
dividends from its subsidiaries as planned; (iii) material
setbacks in integrating acquired assets and achieving targeted
synergies; (iv) sudden negative changes in local regulation which
would impact the company's subsidiaries', and in particular HOT's
ability to maintain market shares, and (v) any indication that
the company's pending cases of litigation will lead to material
unplanned cash outflows.

Altice VII is a Luxembourg-based holding company, which through
its indirect subsidiaries operates a multinational cable and
telecommunications business with a presence currently in three
regions -- Israel, Western Europe and the French Overseas
Territories. The company is controlled indirectly by French
entrepreneur Patrick Drahi.


BEVERAGE PACKAGING: Moody's Rates Sr. Subordinated Notes 'Caa2'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
senior subordinated notes of Beverage Packaging Holdings II
Issuer Inc. (USA) and co-issuer Beverage Packaging Holdings
(Luxembourg) II S.A. Additionally, Moody's affirmed the company's
B3 Corporate Family, B3-PD Probability of Default, and all other
instrument ratings. The ratings outlook is stable. The proceeds
of the new notes will be used to refinance the existing EUR420
senior subordinated notes due June 15, 2017.

Moody's took the following actions:

Reynolds Group Holdings Limited

   -- Affirmed B3 corporate family rating

   -- Affirmed B3-PD probability of default rating

Reynolds Group Holdings Inc.

   -- Affirmed senior secured notes to B1 (LGD2, 24%) from B1
   (LGD2, 25%)

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

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

   -- Affirmed EUR420 senior subordinated notes due 6/15/2017,
      Caa2(LGD6, 96%) (to be withdrawn at the close of
      the transaction)

   -- Assigned $590 senior subordinated notes due 6/15/2017,
      Caa2 (LGD6, 96%)

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

   -- Affirmed senior secured notes to B1 (LGD2, 24%) from B1
      (LGD2, 25%)

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

Pactiv Corporation

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

The rating outlook is stable.

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

Ratings Rationale:

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

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage
of blue-chip customers. There are high switching costs for
customers in certain segments as well as a history of innovation.
Many of RGHL's businesses had a history of strong execution and
innovation prior to their acquisition and much of the existing
management teams were retained. Scale, as measured by revenue, is
significant for the industry and helps RGHL lower its raw
material costs. The company also has high exposure to food and
beverage packaging. RGHL currently has adequate liquidity with
approximately US$1.5 billion in cash on hand as of September 30,
2013.

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

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


BEVERAGE PACKAGING: S&P Assigns 'CCC+' Rating to US$590MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-
level rating and '6' recovery rating to New Zealand-based
packaging producer Reynolds Group Holdings Ltd.'s proposed $590
million senior subordinated notes due 2017.  The notes will be
issued by Beverage Packaging Holdings (Luxembourg) II S.A. and
Beverage Packaging Holdings II Issuer Inc.  The '6' recovery
rating indicates expectations for negligible (0% to 10%) recovery
in the event of a default.

Reynolds will use proceeds of the notes offering to repay the
existing subordinated notes.  S&P's 'B' corporate credit rating
and other ratings on Reynolds are unchanged.  The outlook is
stable.

Standard & Poor's Ratings Services' ratings on Reynolds reflect
its assessment of the company's business risk profile as "strong"
and the financial risk profile as "highly leveraged".  Reynolds
is a market leading provider of food and beverage packaging owned
by Rank Group, a New Zealand-based investment firm controlled by
a single individual.  The company is one of the world's leading
and most-diversified consumer and foodservice packaging
providers, with annual revenues of around US$14 billion.  S&P
expects credit measures to strengthen to the appropriate 6.5x it
considers consistent with the rating.

RATINGS LIST

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

New Rating

Beverage Packaging Holdings (Luxembourg) II S.A.
Beverage Packaging Holdings II Issuer Inc.
US$590 Mil. Senior Sub. Notes Due 2017            CCC+
   Recovery Rating                                 6


ORCO PROPERTY: Posts Net Loss of EUR116.7MM in Third Qtr. 2013
--------------------------------------------------------------
Krystof Chamonikolas at Bloomberg News reports that Orco Property
Group SA booked asset writedowns worth more than half its market
value, triggering the deepest loss since the company got
protection from creditors in 2009.

According to Bloomberg, Luxembourg-registered Orco said in a
Nov. 30 statement that the net loss attributable to shareholders
from January to September was EUR116.7 million (US$159 million)
as the company took EUR146 million of impairments and asset
revaluations in the third quarter.  That compares with a restated
loss of EUR34.3 million for the same nine-month period of 2012,
Bloomberg notes.

The results create a setback in Orco's efforts to revamp its
business through asset sales and a debt-to-equity conversion
after it won court protection from creditors in March 2009,
Bloomberg states.  The stock has fallen 16% this year to EUR2.07
at the end of last week, extending its drop in the past six years
to 98% and valuing the company at EUR237 million, according to
data compiled by Bloomberg.

The data show that Orco's net result so far this year is the
worst since the full-year loss of EUR250.6 million in 2009,
Bloomberg discloses.

The writedowns reflect additional risks to construction and
financing costs related to Orco's flagship residential tower
Zlota 44 in Warsaw, designed by Daniel Libeskind, Bloomberg
states.  Risks also include the Suncani Hvar seaside hotel group
in Croatia, Bloomberg says, citing the earnings statement.

Orco Property Group SA -- http://www.orcogroup.com/-- is a
Luxembourg-based real estate company, specializing in the
development, rental and management of properties in Central and
Eastern Europe.  Through its fully consolidated subsidiaries,
Orco Property Group SA operates in several countries, including
the Czech Republic, Slovakia, Germany, Hungary, Poland, Croatia
and Russia.  The Company rents and manages real estate and hotels
properties composed of office buildings, apartments with
services, luxury hotels and hotel residences; it also develops
real estate projects as promoter.

                        Going Concern Doubt

As reported by the Troubled Company Reporter-Europe on April 15,
2013, Bloomberg News related that Deloitte commented on its audit
of Orco Property Group's 2012 financial statements.  According to
Bloomberg, Deloitte cited "existence of material uncertainties
that may cast significant doubt on the Group's ability to
continue as a going concern."



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


DUTCH MORTGAGE VIII: Fitch Affirms 'BB+' Rating on Class B Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Dutch Mortgage Portfolio Loans VIII,
IX, X, and XI (DMPL VIII, IX, X, XI).

The mortgages in all transactions were originated and serviced by
Achmea Hypotheekbank N.V. (AHB, A-/Stable/F2).

Key Rating Drivers:

Asset Performance within Expectations

The affirmation reflects the solid performance of the underlying
assets in all four transactions.

As of September 2013, no realised losses have been reported on
DMPL X and XI and only negligible losses reported for both DMPL
VIII and IX.

The level of loans in arrears by more than three months (3m+
arrears) has, however, increased over the past 12 months as the
servicer takes longer to work out cases of late-stage arrears.
Nevertheless, 3m+ arrears remain at low levels ranging from 0.11%
(DMPL XI) to 0.52% (DMPL IX), significantly below the Dutch prime
average of 0.83%.

Sufficient Credit Enhancement
The low level of losses observed, in addition to a guaranteed
gross excess spread of 0.35% per annum generated by swap
agreements, has meant the reserve funds in all four deals have
remained at their targets. The affirmations and the Stable
Outlooks reflect the sufficient credit enhancement available.

Rating Sensitivities:

Home price declines beyond Fitch's expectations could have a
negative effect on the ratings as this would limit recoveries on
defaulting loans, putting stress on portfolio cash flows.

The rating actions are as follows:

Dutch Mortgage Portfolio Loans VIII
Class A1 (ISIN NL0009639277): affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN NL0009639285): affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN NL0009639293): affirmed at 'BB+sf'; Outlook Stable

Dutch Mortgage Portfolio Loans IX
Class A1 (ISIN NL0009821891): affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN NL0009821909): affirmed at 'AAAsf'; Outlook Stable

Dutch Mortgage Portfolio Loans X
Class A1 (ISIN NL0010200465): affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN NL0010200473): affirmed at 'AAAsf'; Outlook Stable

Dutch Mortgage Portfolio Loans XI
Class A (ISIN NL0010514154): affirmed at 'AAAsf'; Outlook Stable


FAB CBO 2005-1: Moody's Lowers Rating on Class A1 Notes to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following class of notes issued by Fab CBO 2005-1 B.V.:

  EUR237M Class A1 (current outstanding balance of EUR73.8m)
  Floating Rate Notes, Downgraded to Ba3 (sf); previously on
  Aug 31, 2012 Downgraded to Ba1 (sf)

Moody's also affirmed the ratings of the following classes of
notes issued by Fab CBO 2005-1 B.V.:

  EUR38M Class A2 Floating Rate Notes, Affirmed Caa3 (sf);
  previously on Mar 11, 2009 Downgraded to Caa3 (sf)

  EUR18M Class B Floating Rate Notes, Affirmed Ca (sf);
  previously on Mar 11, 2009 Downgraded to Ca (sf)

  EUR12.6M Class C Subordinated Notes, Affirmed Ca (sf);
  previously on Nov 25, 2008 Downgraded to Ca (sf)

This transaction is a managed cash CDO of European structured
finance assets, composed primarily of RMBS (64%), CMBS (9%) and
CLOs (7%).

Ratings Rationale:

Moody's explained that the rating action taken is the result of
the deterioration of the credit quality of the assets backing the
transaction. As of the latest trustee report dated November 14,
2013, the weighted average rating factor (WARF) of the assets is
3447, an increase of 1 414 from the WARF reported on
February 8, 2013. The over collateralization (OC) ratio of
class A, which consists of classes A1 and A2, has decreased from
97% to 90%. The trustee OC takes into account hair cuts on "Low
Grade Portfolio Collateral" assets.

Factors that would Lead to an Upgrade or Downgrade of the Rating

In the process of determining the rating, Moody's took into
account the results of sensitivity analyses the on rate of asset
amortization. Moody's tested the rate of asset amortization.
Scenarios were modelled where the remaining assets amortize more
slowly. The corresponding model outputs were up to three notches
lower than 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.


MAGYAR TELECOM: Dec. 11 Hearing Set for U.S. Recognition
--------------------------------------------------------
Magyar Telecom B.V. on Dec. 4 provided an update
on its petition for recognition under Chapter 15 of the U.S.
Bankruptcy Code of its Scheme of Arrangement Under the UK
Companies Act 2006 and post-restructuring governance and
ownership changes.

As previously announced, a hearing took place before Judge Lane
of the U.S. Bankruptcy Court at 2:00 p.m. (New York time) on
December 3, 2013 in respect of the petition under Chapter 15 of
the US Bankruptcy Code for recognition of the Scheme as a foreign
main proceeding and for related relief giving full force and
effect to the Scheme and related documents.

After consideration of the Company's petition and the relief
sought, the U.S. Bankruptcy Court adjourned the hearing of the
Company's petition for the Chapter 15 Order until 11:00 a.m.
(New York time) on December 11, 2013.  A copy of the order
adjourning the hearing, to which Note Creditors should refer, is
available on the website of the Company's Information Agent,
Lucid Issuer Services Limited.   The deadline for the filing of
any objections to the relief requested under the petition in
advance of the adjourned hearing is 4:00 p.m. (New York time) on
December 10, 2013.

The Chapter 15 Order is a condition to the Scheme becoming
effective as set out in the explanatory statement dated
October 28, 2013 in relation to the Scheme.

            Anticipated Completion of the Restructuring

Subject to the receipt of the Chapter 15 Order on December 11,
2013, the Company intends the Effective Date of the Restructuring
to occur on 12 December 2013.  Note Creditors who have submitted
a valid Account Holder Letter to the Information Agent should
expect to receive their Restructuring Consideration Entitlements
and/or Cash Option Entitlement (as applicable) on December 12,
2013.

Details of the Restructuring Consideration that will be issued on
the Effective Date will be as follows:

(i) Cash Option

The Clearing Price will be EUR1,000 for every EUR1,000 of New
Notes Entitlement successfully tendered pursuant to the terms of
the Cash Option.  The aggregate sum to be paid to Note Creditors
pursuant to the Cash Option will be EUR14,949,000.  In accordance
with the Explanatory Statement, those Note Creditors who validly
submitted an Account Holder Letter on or before the Cash Option
End Date and elected to tender all or some of their New Notes
Entitlement will receive their pro rata proportion of the Cash
Option Consideration at the Clearing Price on the Effective Date.

(ii) New Notes, EquityCo Shares and Units

In accordance with the terms of the Scheme, the aggregate New
Notes Entitlement of Note Creditors of EUR155,000,000 will be
reduced by the principal value of the New Notes Entitlement
successfully tendered by Note Creditors pursuant to the terms of
the Cash Option.  The aggregate principal value of the New Notes
to be issued to Note Creditors on the Effective Date will,
therefore, be EUR140,051,000.

In accordance with the terms of the Scheme, a Note Creditor will
receive 1 EquityCo Share for each EUR1 of principal value of New
Notes it receives.  Therefore, EquityCo will issue in aggregate
140,051,000 EquityCo Shares to Note Creditors.

Note Creditors will be aware that the New Notes and EquityCo
Shares will be issued as a Unit comprising New Notes with a
principal value of EUR1 and 1 EquityCo Share.  The aggregate
number of Units to be issued to Note Creditors will, therefore,
be 140,051,000.

On the Effective Date, Hungarian Telecom Cooperatief will
subscribe for New Notes (and will receive the corresponding
EquityCo Shares stapled to such New Notes pursuant to the Unit
Agreement) with a principal value of EUR10,000,000 in
consideration for the payment of EUR10,000,000.

Therefore, the aggregate principal value of New Notes issued and
outstanding immediately following completion of the Restructuring
will be EUR150,051,000 and the aggregate number of EquityCo
Shares issued will be 150,051,000.

                        Governance Changes

The Company also disclosed that it is intended that certain
governance changes will be made as of the Effective Date.  In
particular, Nikolaus Bethlen, who holds the position of Director
and Vice Chairman of the Board of the Company, will be appointed
as Chairman of the Company.  Robert Chmelar will be appointed to
the Board of the Company.  Mr. Chmelar will replace Craig
Butcher, the current Chairman, as one of the Mid Europa Partners'
nominated Directors.  Mr. Butcher will be stepping down for
personal reasons.  The Company would like to express its
gratitude for his contribution to the business and especially his
pivotal role in the Restructuring.

Mark Nelson-Smith and Jan Vorstermans have been selected as non-
executive directors to the Board of the Company by the Committee.

Mr. Nelson-Smith has served on the boards of a number of
companies engaged in the European TMT space, most recently as
non-executive director at Primacom GmbH, Germany's fourth largest
cable TV operator.  He was previously a Managing Director in the
European Communications Group at UBS Investment Bank, where he
was responsible for originating and executing transactions for
UBS's telecoms clients across EMEA.

Mr. Vorstermans was most recently Chief Operating Officer at
Telenet, one of the leading providers of cable services in
Belgium, a position he departed in July 2013 having served at the
company for 10 years.  He has also previously held senior
management positions in various companies within the
telecommunications space in Europe, including BT Belgium and
NYNEX Network Systems.

In addition, David McGowan and David Blunck, who are directors of
Invitel Tavkozlesi Zrt., the Company's main operating subsidiary,
will be appointed to the Board of the Company.  Finally, Michael
Adams and Roy Arthur, who are employees of the Company's
administrative services provider TMF, will resign from the Board
of the Company following the conclusion of their role in the
Restructuring.  The Company would like to express its gratitude
to Messrs. Adams and Arthur for their contribution.

Subject to the occurrence of the Effective Date, the composition
of the Board of the Company will be as follows:

Nikolaus Bethlen, Chairman Thierry Baudon Robert Chmelar Mark
Nelson-Smith Jan Vorstermans David McGowan David Blunck

                         Ownership Changes

Following the Effective Date, the Company will become 49% owned
by EquityCo, which is an exempted company with limited liability
incorporated under the laws of the Cayman Islands through which
the Note Creditors will hold the equity interests in the Company
which they will receive as part of the Restructuring.  Mark
Nelson-Smith and Jan Vorstermans have been selected as executive
directors of the Board of EquityCo by the Committee.
Mr. Nelson-Smith was appointed on November 25, 2013 and
Mr. Vorstermans will be appointed on or around the Effective
Date.

In case of any enquiries, please contact one of the advisers
below:

* Company Advisers:

         HOULIHAN LOKEY (EUROPE) LIMITED
         Chris Foley
         Tel: +44 20 7747 2717
         E-mail: cfoley@hl.com

         WHITE & CASE LLP
         Stephen Phillips
         Tel: +44 20 7532 1221
         E-mail: sphillips@whitecase.com

    * Information Agent

         Lucid Issuer Services Limited
         Sunjeeve Patel / Thomas Choquet
         Tel: +44 20 7704 0880
         E-mail: invitel@lucid-is.com

    * Noteholder Group Advisers

         MOELIS & COMPANY
         Charles Noel-Johnson
         Tel: +44 20 7634 3500
         E-mail: charles.noel-johnson@moelis.com

         ROHAN CHOUDHARY
         Tel: +44 20 7634 3660
         E-mail: rohan.choudhary@moelis.com

         BINGHAM MCCUTCHEN (LONDON) LLP
         Neil Devaney
         Tel: +44 20 7661 5430
         E-mail: neil.devaney@bingham.com

         James Terry
         Tel: +44 20 7661 5310
         E-mail: james.terry@bingham.com

                    About Magyar Telecom B.V.

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

Magyar Telecom BV, owner of Hungarian telecommunications provider
Invitel, commenced proceedings in the United Kingdom on Oct. 21,
2013, to carry out a scheme of arrangement to reduce debt.  Under
the scheme to be implemented through the High Court of Justice of
England and Wales,, EUR350 million (US$481 million) in 9.5%
secured notes will be reduced to EUR155 million.  The company has
the support of holders of 70% of the notes.

On Oct. 28, the U.K. judge authorized holding a creditors'
meeting on Nov. 27 to approve the scheme, Bloomberg News relates.

Magyar filed a petition in New York under Chapter 15 (Bankr.
S.D.N.Y. Case No. 13-bk-13508) on Oct. 29, 2013, to assist a
court in the U.K. in carrying out the scheme.



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


MDM BANK: S&P Revises Outlook to Negative & Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it had revised its
outlook on Russia-based MDM Bank to negative from stable.  The
'BB-' long-term and 'B' short-term counterparty credit ratings
were affirmed.

The outlook revision reflects S&P's concerns regarding further
possible deterioration of MDM's financial profile and business
position.  If the bank continues losing market share,
particularly in customer deposits, S&P may revise its assessment
of its systemic importance to "low" from "moderate," as defined
in its criteria.  In S&P's view, the bank is still in the process
of working out the legacy problem loan portfolio stemming from
the economic crisis in 2008 and 2009.  These loans continue to
hamper MDM's financial results and new business growth.  At the
same time, S&P notes that the bank's capital position provides a
sufficient cushion against possible deterioration of asset
quality.

MDM is gradually implementing a new development strategy aimed at
more sustainable growth and a lower-risk business profile.
Providing financing and other services to small to midsize
corporate clients has traditionally been one of the key drivers
of MDM's business strategy.  However, over the past few years,
the bank has been gradually losing its market share in corporate
lending and has not been able to keep up with the more dynamic
lending growth seen in the Russian banking sector in recent
years. Consequently, MDM's market share in corporate lending
decreased to 0.5% as of Sept. 30, 2013, from about 1% at year-end
2010.

In 2012, the bank posted a loss of Russian ruble (RUB) 2.4
billion (about US$75 million), largely because of the poor
performance of the loan portfolio and additional provisions for
problem loans. The financial result as of year-end 2012 also
reflected the impact of a RUB2.9 billion loss due to fair-value
adjustments on deferred consideration receivables regarding a
problem asset transfer in the second half of 2012, which is
supposed to be amortized over the next three years.

In the first half of 2013, the bank's financial results improved
slightly.  As of June 30, 2013, MDM reported net income after tax
of RUB5 million and a comprehensive result of negative
RUB177 million, mainly due to negative revaluation of available-
for-sale financial assets.  S&P notes that during the period, the
bank had created additional provisions amounting to approximately
30% of its operating income.  S&P expects MDM to gradually
improve its results in 2013-2014 on the back of new business and
cost optimization measures introduced by its management.

In view of a pronounced slowdown of the Russian economy and
intensified competition in the banking sector, S&P expects larger
banks to keep gaining market share at the expense of smaller
privately owned banks.  S&P also expects that MDM Bank will face
tougher competition for high-quality clients from other large
privately owned banks that have already dealt with their legacy
problem loans.

The growth strategy developed by MDM's new management team, in
place since 2012, focuses on higher quality borrowers and sectors
and lower risk, rather than aggressive growth at any cost.  It
also emphasizes cost control and growth of fee and commission
revenues to reduce earnings volatility.  Moreover, the bank plans
to continue developing its retail business, which should support
the net interest margin.  S&P noted some improvements in
operating performance in the first half of 2013 in line with the
new growth strategy.  For example, the cost-to-income ratio
decreased to less than 70% as of June 30, 2013, from about 100%
at year-end 2012. However, it remains to be seen whether these
improvements are sustainable in the long term.

S&P has observed that over the past few years MDM's market share
in deposits has been decreasing, along with its lending business.
As of Sept. 30, 2013, MDM's market share in retail deposits was
0.8% and in corporate deposits 0.5%.  Nevertheless, in certain
regions where MDM has a stronger presence, such as the Urals and
Siberia, its market shares in both lending and deposits are
larger.  In addition, S&P notes that MDM's funding base remains
adequate, with the loans-to-deposits ratio at about 90% and
liquid assets accounting for about 20% of total assets as of June
30, 2013.

The negative outlook reflects that S&P could downgrade MDM over
the next two years if MDM's financial profile and business
position weaken further, leading S&P to reassess its systemic
importance to "low" from "moderate."  Similarly, further
deterioration of asset quality, leading to significant new loan
loss reserves that hampered the bank's results and capitalization
would lead to a downgrade.

The possibility of a positive rating action is remote at this
time.  S&P might consider a positive rating action if it saw a
significant improvement of asset quality and sustainable new
business growth that improved MDM's market and financial
position.


NIZHNEKAMSNEFTEKHIM OJSC: Tatarstan Upgrade No Rating Impact
------------------------------------------------------------
Moody's Investors Service has said that the recent upgrade of the
global-scale foreign-currency issuer rating of the Republic of
Tatarstan to Baa3 from Ba1 with a stable outlook does not affect
OJSC Nizhnekamskneftekhim's (NKNK, Ba3 positive) rating. Though
the sub-sovereign upgrade is credit positive, as it strengthens
the probability of extraordinary support for NKNK, the company's
rating remains unchanged as a potential upgrade remains primarily
dependent on the raising of the company's b1 baseline credit
assessment (BCA). NKNK's current BCA and rating reflect
uncertainty surrounding the impact on the company's standalone
credit profile of its planned construction of an olefin
production plant.

In determining NKNK's Ba3 corporate family rating (CFR), Moody's
applies its rating methodology for government-related issuers
(GRIs), according to which NKNK's rating is driven by a
combination of (1) NKNK's BCA; (2) the local currency rating of
the Republic of Tatarstan; (3) an estimate of the default
correlation between the two entities (dependence); and (4) an
estimate of the likelihood of extraordinary government support
(support).

NKNK is currently considering constructing a 1.0 million tonnes
per annum (tpa) olefin production plant (with integrated
polypropylene and polyethylene plants), which will cost an
estimated US$3.0 billion and take around three years to
construct. Moody's understands that NKNK will make a final
decision regarding the contract structure and financing scheme of
the complex during the next 12 months. The rating agency will
assess the structure of the project and its funding (including
project costs and timing as well as the sources and terms of
financing) to estimate its impact on NKNK's business profile,
financial metrics and liquidity position over the medium term. To
upgrade the BCA and thus the rating, Moody's would require the
project's financing package to be prudently structured to ensure
the company maintains an adequate liquidity profile and that its
financial metrics remain within its stated financial policy
during the project implementation phase.

NKNK's BCA is currently strongly positioned within the rating
category and reflects the company's historically strong operating
profile and profitability (with a three-year average adjusted
EBITDA margin of around 18%), as well as conservative financial
metrics (with a three-year average adjusted debt/EBITDA ratio of
below 1.0x and adjusted retained cash flow (RCF)/debt of above
80%). In addition to conservative financial metrics, NKNK's BCA
continues to reflect the company's (1) significant global market
share in selected products such as isoprene rubber and butyl
rubber; and (2) material share of high-value added products such
as plastics and rubber products, which increased to around 70% of
revenue in 2012, from approximately 40% in 2004.

Positive and negative guidance for NKNK's BCA and rating remains
unchanged (for details see Moody's press-release "Moody's changes
outlook on NKNK's Ba3 rating to positive" published on 24 June
2013).

Based in Nizhnekamsk in the Russian Republic of Tatarstan, NKNK
is one of the country's key petrochemical companies, producing
rubbers, plastics, monomers and other petrochemicals. NKNK's
10 core production units are located on one site. In 2012, the
company reported sales of RUB130.5 billion (around US$4.2
billion) and adjusted EBITDA of RUB24.3 billion (US$780 million).
The company derived around half of its revenue from export
activities.


PROFMEDIA LTD: S&P Revises Outlook to Positive & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Russia-based diversified media holding company ProfMedia Ltd. to
positive from stable and affirmed its 'B' long-term corporate
credit rating.

At the same time, S&P affirmed its 'B-' issue rating on the
senior unsecured notes issued by ProfMedia-Finance LLC.  The
recovery rating remains at '5', indicating S&P's expectation of
modest recovery (10%-30%) in the event of a default.

S&P subsequently withdrew all ratings at the issuer's request.

The outlook revision reflected that S&P did not rule out
ProfMedia's credit risk profile improving following the Nov. 26,
2013, announcement that it would be acquired by larger peer
Gazprom-Media Holding, although details of the acquisition had
not been disclosed.

The rating on ProfMedia at the time of withdrawal reflected S&P's
assessment of its business risk profile as "weak," and its
financial risk profile as "highly leveraged."  It also reflected
S&P's view of ProfMedia's fairly high financial leverage, highly
volatile cash flow generation, and likely negative free cash flow
in the near term.  Exposure to Russia's cyclical media industry,
decreasing diversification in terms of revenues and EBITDA, and a
complex regulatory environment also constrained the ratings.
These risks were moderated by the company's strong market
position in its core content business, leading position in radio
broadcasting, and the fact that about one-third of its revenues
come from less cyclical non-advertising markets.

The recovery rating on the senior unsecured notes -- about
Russian ruble (RUB) 554 million (US$16.7 million) currently
outstanding -- issued by ProfMedia-Finance remained at '5',
indicating S&P's expectation of modest (10%-30%) recovery in the
event of a payment default.  The issue rating on this debt was
'B-', one notch below the corporate credit rating.

S&P assessed ProfMedia's liquidity as "less than adequate,"
according to its criteria.  S&P's assessment was based on its
view of management's aggressive approach to using short-term
credit facilities in its loan portfolio.  This led S&P to
estimate that available and committed liquidity sources would
cover liquidity uses by less than 1.2x over the next 12 months.
In S&P's opinion, ProfMedia's liquidity is likely to improve upon
completion of the acquisition.


TRANSCONTAINER OJSC: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has revised OJSC TransContainer's (TC) Outlook to
Stable from Negative and affirmed its Long-term Issuer Default
Rating (IDR) at 'BB+'.

The Outlook has been revised to Stable following JSC Russian
Railways' (RZD, BBB/Stable) decision to transfer its share in TC
to a newly created United Transportation and Logistics Company
(UTLC), initially to be controlled by RZD. RZD will thus continue
to have a dominant stake in TC and ultimately control the company
in the near term, at least until the UTLC shareholders' agreement
is fully put into effect. As Fitch believes this will be the case
at least until end of 2014, it will continue to view TC as a
subsidiary of RZD under Fitch's Parent and Subsidiary Rating
Linkage Methodology.

The Negative Outlook previously reflected the expectation RZD
would reduce its stake in TC to below 50% and lose control of TC.
TC's standalone ratings of 'BB' are supported by the company's
strong domestic market position, moderate, albeit increasing
leverage and diversification in terms of cargoes and customers
relative to other rolling stock peers. Capex and dividends are
flexible.

Key Rating Drivers:

Ratings Incorporate Parental Support

TC's 'BB+' Long-term IDR incorporates a one-notch uplift for
implied parental support as Fitch considers strategic,
operational and legal ties between the company and RZD, as
moderate in accordance with Fitch's Parent and Subsidiary Rating
Linkage methodology.

Fitch views the transfer of RZD's shares in TC to UTLC, which
will initially be controlled by RZD, as the parent's intention to
continue developing rail and intermodal container transportation
business via TC as opposed to a direct sale to a third party.
Fitch believes that RZD views intermodal container shipments as a
part of its core growth plans, which may in Fitch opinion entail
tangible and intangible support for TC, at least while RZD
remains the controlling shareholder. Fitch understands, that
according to current expectations, there are to be no negative or
material changes in TransContainer's business, strategy,
financial policy and corporate governance as a result of
contribution of 50%+2 of its shares to the UTLC at least for the
next 12 months.

UTLC Establishment

Fitch would consider withdrawing the single notch for implied
parental support where RZD loses control of TC or where the UTLC
shareholders' agreement does not provide a tangible mechanism
allowing for an efficient and timely support of TC by RZD. This
is important given RZD's stake in TC will no longer be direct and
in the future, and that decisions governing their relations and
the management of UTLC are likely to be subject to a
shareholders' agreement. Next to RZD, Kazakhstan Temir Zholy
(BBB/Stable) and Belarusian Railways are expected to be the
shareholders of UTLC.

Comfortable 'BB' Standalone Profile

TC's 'BB' standalone profile is supported by the company's
leading position in Russia in terms of flat-car and container
fleet, and by its strong presence in key locations in Russia and
central Asia after the acquisition of Kedentransservice in
Kazakhstan in 2011. Its geographical coverage continues to
increase with numerous joint ventures. The company also maintains
a well-diversified customer base, which is likely to improve
further in the medium-term with the creation of UTLC, and also
adequate credit metrics. The standalone rating, however, is
constrained by its smaller size in terms of earnings relative to
its rail peers.

Dominant Market Competition

TC is Russia's leading rail-based container transportation
company with over 25,000 flat railcars, 61,000 of ISO containers
and 46 rail-side container terminals across key locations in
Russia, as well as 18 rail-side container terminals in Kazakhstan
operated via its subsidiary Kedentransservice. Unlike its
competitors, TC operates across the entire rail network in
Russia, which gives it an advantage on domestic routes. TC
estimates that in 1H13 its overall market share in rail container
shipments was 47.7%. This compares well with a 6.3% market share
for its closest competitor but with competition intensifying,
TC's dominant market share has witnessed a gradual decline over
the past three years. In response TC is seeking to develop its
business model to that of integrated service provider and freight
forwarder. The share of integrated freight forwarding services in
TC's total revenue increased to around 39% of 1H13 revenues from
around 17% in 2009.

Weaker Market Conditions, Lower Volumes

In 9M13 TC's rail container transportation volumes and throughput
on its rail container terminal network witnessed a 2.5% and 8.3%
decrease respectively year-on-year. This was primarily due to
decreased volumes on TC's domestic routes, which were only
partially offset by an increase in transit and export
transportation volume, reflecting a slowdown in the Russian
economy and stronger competition. Throughput volumes at terminals
were further impacted by a fall in the handling of medium-duty
container (MDC) volumes, driven by a continued phase-out of its
MDC fleet. In the medium-term Fitch expects rail container
transportation volumes to grow by low-mid single digits on
average, supported by a currently low level of containerization,
rising GDP, which during 2013-2015 Fitch forecasts will be around
2.5% on average, and by Russia's increasing involvement in
international trade.

Adequate but Weaker Credit Metrics

Over the short- to medium-term Fitch forecasts funds from
operations (FFO) adjusted leverage to remain below 2.0x while FFO
fixed charge cover to be 4.0x. Reduced earnings, owing to lower-
than-forecasted volumes, have driven some deterioration compared
with Fitch's prior year forecasts and credit metrics are now
approaching the levels of Fitch's negative rating guidelines.
Fitch continues to include in the credit metrics TC's ambitious
capex program of RUB32 billion in 2013-2016, expected to be
partially debt-funded, and material dividend payments equivalent
to a 25% net income payout ratio in 2014 and 2015 (and 35%
thereafter). However, the agency emphasizes that the company's
capex program are largely flexible and can be reduced
significantly where the company envisages weakening market
conditions. As at end-9M13 TC's capex spend was only RUB2.3
billion.

Diversified Customer Base and Cargo Mix

TC has a diversified and fairly stable customer base of over
20,000 counterparties. In 1H13 its top 10 customers accounted for
about 23% of total revenue with the single biggest customer
accounting for only 4.3% of total revenue. TC's freight mix is
also diversified and skewed towards high-value, premium cargo --
chemicals, auto parts, etc. This contrasts well with the overall
cargo volumes on the RZD network which are dominated by bulk
goods -- coal, oil and oil products, construction materials,
metal ore and the like.

Liquidity and Debt Structure:

At end-1H13 TC's cash and cash equivalents stood at RUB1.8
billion which, combined with RUB3.3bn in short-term deposits,
provide adequate headroom to cover short-term maturities of
RUB1.9 billion as well as fund future material capex and
dividends. While Fitch expects cash flows from operations to
remain healthy in excess of RUB7.5 billion over the next two to
three years, free cashflows are likely to be negative on average
in the medium-term, although capex and dividend payments are
flexible to a large degree.

TC has arranged new credit limits of RUB7 billion by year end to
replace its RUB3 billion maturing in December 2013. However, as
is common in Russia, the company does not pay commitment fees and
hence these are not treated by Fitch as committed facilities in
its assessment on liquidity.

Rating Sensitivity Analysis:

Positive: Future developments that may potentially lead to
positive rating action include:

   -- A sustained decrease in FFO lease-adjusted leverage to
      below 1.0x and FFO fixed charge coverage of above 4.5x
      reflecting stronger economic growth and infrastructure
      improvements leading to increased containerized
      transportation volumes and earnings in excess of Fitch's
      estimates

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

   -- A sustained rise in FFO lease-adjusted leverage above 2.0x
      and FFO fixed charge cover consistently below 3.5x, owing
      to further decreases in containerized transportation
      volumes and earnings combined with continued high capex and
      dividends

   -- Evidence of weakening in ties between TC and RZD, for
      example if RZD loses control of TC or if the prospective
      UTLC shareholders' agreement does not provide a tangible
      mechanism allowing for an efficient and timely support of
      TC by RZD

TransContainer's ratings are as follows:

  Long-term foreign and local currency IDRs affirmed at 'BB+';
  Outlook Stable

  Short-term foreign and local currency IDRs affirmed at 'B'

  National Long-term rating affirmed at 'AA(rus)'; Outlook Stable

  Local currency senior unsecured rating affirmed at 'BB+'



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


MARKUR: Files New Restructuring Plan to Avert Bankruptcy
--------------------------------------------------------
According to STA, Dnevnik reported that Markur, a big hardware
retailer that has failed to achieve a full-fledged turnaround
after three years of debt restructuring, plans to submit a new
restructuring plan under new insolvency legislation in December
to avert looming bankruptcy.



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


BANKINTER 9: Moody's Reviews 'Ba2' Rating on C(T) Notes
-------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
rating of tranche C(T) in Spanish RMBS deal Bankinter 9, FTA due
to swap counterparty exposure. The determination of the linkage
between swap counterparty and the credit quality of the notes
reflects Moody's updated approach to assessing linkage to swap
counterparties in structured finance cash flow
transactions:"Approach to Assessing Linkage to Swap
Counterparties in Structured Finance Cash Flow Transactions",
published in November 2013.

Moody's rating action is as follows:

Issuer: BANKINTER 9, FTA

EUR7M C (T) Notes, Ba2 (sf) Placed Under Review for Possible
Downgrade; previously on Mar 20, 2013 Downgraded to Ba2 (sf)

Ratings Rationale:

Rating action reflects the impact of exposure to Bankinter S.A.
(Ba1/NP) as swap counterparty, following the introduction of the
rating agency's updated approach to assessing swap counterparty
linkage in structured finance transactions.

Moody's understands that a swap collateral account has been
opened with Bankinter, S.A. (Ba1/NP), but no collateral is
currently being posted given that the swap is out of the money
for the issuer. Tranche B(P) notes were placed on review for
possible downgrade as of November 14, 2013 due to exposure to
swap counterparty. At that time, Moody's interpretation of the
communication received from the relevant Management Company was
that a higher rated entity was acting as collateral account bank
and as a result did not place C(T) notes on review for possible
downgrade. C(T) notes are placed on review for possible downgrade
as a result of taking into account that Bankinter, S.A. is acting
as collateral account holder for this transaction. No other
tranches are impacted by this change.

As part of its review, Moody's will incorporate the risk of
additional losses on the notes in the event of them becoming
unhedged following a swap counterparty default. Moody's will take
into account structural features of the transactions that may
reduce the impact of such disruption and any remedies or
protection mechanisms implemented during the review period.

Key modelling assumptions and sensitivities for the affected
transaction have not been updated as the rating action has been
primarily driven by the assessment of counterparty exposure.

Factors that would lead to an upgrade or downgrade of the rating:

Factors or circumstances that could lead to a downgrade of the
rating are performance of the underlying collateral that is worse
than Moody's expected, a deterioration in the credit quality of
the counterparties and an increase in sovereign risk.

Factors or circumstances that could lead to an upgrade of the
rating are better performance of the underlying assets than
Moody's expects and a decline in sovereign risk and a decline in
counterparty risk.


EMPRESAS HIPOTECARIO 5: Fitch Cuts Rating on Class B Notes to CCC
-----------------------------------------------------------------
Fitch Ratings has downgraded Empresas Hipotecario TDA CAM 5, FTA
class A2, A3 and B notes and affirmed the rest as follows:

EUR343m class A2 (ES0330877012): downgraded to 'BBsf' from
'BBB-sf'; Outlook Negative

EUR51m class A3 (ES0330877020): downgraded to 'BBsf' from
'BBB-sf'; Outlook Negative

EUR61m class B (ES0330877038): downgraded to 'CCCsf' from 'Bsf';
Recovery Estimate 10%

EUR46m class C (ES0330877046): affirmed at 'CCsf'; Recovery
Estimate 0%

EUR31m class D (ES0330877053): affirmed at 'Csf'; Recovery
Estimate 0%

The transaction is a securitization of SME loans originated by
Banco CAM S.A.U. that has merged with Banco de Sabadell
(BB+/Outlook Stable).

The portfolio is currently at 32% of the initial balance and the
class A2 notes have amortized to one-third of their original
notional. The top 10 obligors represent 8% of the overall
portfolio and the largest industry exposure is real estate
representing 37%. Approximately 90% of the portfolio is secured
by first-lien mortgages consisting primarily of commercial real
estate.

Key Rating Drivers:

The downgrade reflects an increase in defaulted assets in the
portfolio that was not fully offset by the transaction's
deleveraging. Ninety days past due arrears peaked in February at
11% of the outstanding portfolio balance. Subsequently most of
the delinquent loans were rolled into defaults that increased to
close to 20% of the current portfolio balance compared with 10% a
year ago.

The reserve fund remains fully depleted and the principal
deficiency ledger has increased over the past 12 months to
EUR39 million from EUR22 million. Recoveries continue to decline
overall and are now at 42% of the current balance compared with
51% in 2011. The Negative Outlook of the class A2 and A3 notes
reflects uncertainty on recoveries that have so far been lower
than expected.

The affirmation of the junior notes at distressed levels reflects
their under-collateralization.

Rating Sensitivities:

The analysis incorporated stress tests to simulate the effect of
varying underlying assumptions. The first stress addressed a 75%
reduction in recovery rates whereas the second increased the
default probability by 125% on the underlying loans. Both
stresses would result in a downgrade of the A2 and A3 notes to
the 'Bsf' rating category.


INVERSIONES GLOBALES: Seeks Voluntary Creditor Protection
---------------------------------------------------------
Sharon Smyth at Bloomberg News reports that Inversiones Globales
Inveryal sought voluntary protection from creditors.

The company is the owner of 70.2% of Reyal Urbis.

As reported by the Troubled Company Reporter-Europe on Feb. 21,
2013, Dow Jones Newswires related that Reyal Urbis said it would
file for bankruptcy protection in what could become the
second-largest default in Spanish corporate history.  Reyal
Urbis, controlled by construction tycoon Rafael Santamaria, owes
EUR3.6 billion (US$4.8 billion) to a group of banks including
Sareb, the government-run "bad bank" set up last year to buy
nonperforming property loans and other assets from the country's
ailing commercial banks, Dow Jones disclosed.

Reyal Urbis is a Spanish listed real estate developer.


SPAIN: Mulls Rescue Plan for Ailing Highway Operators
-----------------------------------------------------
Esteban Duarte at Bloomberg News reports that Spanish taxpayers
have bailed out banks and power companies.  Next up are highway
operators and their billionaire owners, Bloomberg says.

According to Bloomberg, two people familiar with the matter said
Prime Minister Mariano Rajoy's government is considering a
EUR5 billion (US$6.7 billion) plan to take over and guarantee the
debt of about 364 miles (585 kilometers) of roads.

The roads are controlled by some of Spain's biggest companies,
including the Del Pino family's Ferrovial SA, the Koplowitz
family's Fomento de Construcciones & Contratas SA,
Sacyr SA and Actividades de Construccion y Servicios SA, run by
Real Madrid Chairman Florentino Perez, Bloomberg discloses.
They're entitled to the rescue through a law passed under General
Francisco Franco in 1972, which stipulates that when a private
highway goes bust, the state has to repay its owners for the cost
of the land and the construction, Bloomberg states.

Bloomberg relates that a spokeswoman for the Public Works
Ministry said the government is working on a solution that won't
affect the budget deficit and declined to give further details.

According to Bloomberg, the people said that under Mr. Rajoy's
plan to avoid paying compensation, the government will set up a
company and give the lenders that financed the highways,
including Banco Santander SA and Banco Bilbao Vizcaya Argentaria
SA, first claim on its revenue.  They said that in exchange, the
banks would extend the maturity of the existing EUR3.75 billion
loans to 20 years on average, Bloomberg relays.

Bloomberg notes that the people said the government may provide a
direct guarantee for about EUR1.25 billion of 30-year loans to
cover expropriation payments to landowners that the builders
never made and allow the highways' current owners to retain 20%
of the new company.

The amount of debt guaranteed by the government has increased 21-
fold to EUR170 billion since the financial crisis began in 2008,
Bloomberg states.  That includes EUR23 billion of power industry
debt the government securitized to reduce the leverage of
utilities including Iberdrola SA and Endesa SA, Bloomberg
discloses.

According to Bloomberg, one of the biggest beneficiaries from the
highway bailout would be Ferrovial's Radial 4, which has been run
by court-appointed administrators since October 2012, when the
owners sought creditor protection after traffic volume fell to a
record low.



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


BARRATTS SHOES: Administrators Shuts 19 Stores Across Britain
-------------------------------------------------------------
Chris Tate at Telegraph and Argus reports that the Bradford
Greengates branch of crisis-hit shoe firm Barratts Shoes has been
shut as administrators for the Apperley Bridge business closed 19
stores across Britain on November 30.

Trying to contain a financial collapse which threatens a total of
1,035 staff, international insolvency firm Duff & Phelps have
closed the shops and cut 200 full and part-time jobs which
represents almost a fifth of the workforce, according to the
report.

Across Yorkshire, closures have also taken place at the White
Rose Centre, Leeds, and in Hull, the report relays.

Philip Duffy and David Whitehouse of Duff & Phelps were appointed
joint administrators of Barratts Shoes on Nov. 8 and it appeared
they were trying to broker a sale of Barratts as a going concern,
T&A discloses.

The report notes that Barratts operated from 75 stores and 23
concessions across the UK and Ireland, and fell into its most
recent difficulties when a GBP5 million refinance deal collapsed.

The collapse of that deal left the directors with no option, but
to appoint administrators, the report says.

This latest financial failure is its third in four years
following administrations in 2009 and 2011 when its collapse led
to more than 2,000 job losses, T&A discloses.

Barratts Shoes operates high street shoe shops in the UK and
Ireland.


GREEN PLANET: Court Orders Wind Up Following Land Scheme Probe
--------------------------------------------------------------
A UK and a Gibraltar company, both called Green Planet Investment
Limited, which used former Manchester United and England
footballer Lee Sharpe to market a property investment scheme in
Brazil taking GBP14 million from investors, have been ordered
into liquidation in the High Court in London in the public
interest.

The liquidation, on Nov. 20, 2013, follows an investigation by
the Insolvency Service.

Company representatives persuaded nearly 300 investors they were
dealing with a large UK registered bank. The salesmen used high
pressure sales techniques and made exaggerated promises of 20-30
per cent returns on investment to persuade the investors to buy
plots of land and off-plan apartments at three sites in Natal,
Brazil known as White Sands Country Club, White Sands Towers and
Genipabu Beach Club.

Websites used by Green Planet claimed or implied that Green
Planet was an 'expert in the international property market' and
had undertaken significant due diligence in relation to the
sites. The websites used were www.gpirewards.com ,
www.greenplanetinvestment.com and www.gpigroup.eu

The sites were also marketed to members of the public who had
completed a questionnaire in exchange for a free gift which was a
glass of champagne at the top of The Gherkin building in London
and which turned out to be a hard sell sales seminar.

Some 140 sales people were engaged by Green Planet together with
internal agents recruited by advertisements. One such advert
claimed:

  "Crisis? What crisis? 222% Growth Year on Year. Land, Property,
  Carbon Credits - Junior Broker, Senior Broker and Trainee Sales
  Positions.

  GBP18,000 - GBP250,000 p.a. (All depends how good you are)

  International Group incorporated in 4 worldwide locations with
  its UK PLC headquarters in 5-story luxury offices in Soho
  Square are recruiting 20 sales positions due to exceptional
  business expansion.

  You might have experience in selling wine, land, stocks and
  shares, financial services, precious stones, carpets, carbon
  credit brokering, business-to-business service industry
  telemarketing or a variety of other disciplines. Fluent in
  another language? It can add GBP50,000 p.a. onto your annual
  take-home.

  International Franchise positions with full support available
  for the 'very' experienced."

Investors were told that White Sands Country Club would be
completed and open by March 2013, that construction of White
Sands Towers was underway and would be completed by the end of
2012, and that Genipabu Beach Club would be completed by the end
of 2011.

Green Planet director Mr. Brett Jolly told investigators that no
building work was ever started by Green Planet. Mr. Jolly was
also a director of carbon credit company Anglo-Capital Partners
Ltd which was recently ordered into liquidation by the court on
grounds of public interest.

Welcoming the court's winding up decisions, Company
Investigations Supervisor at the Insolvency Service Chris Mayhew
said:

"Green Planet Investment was a slick land investment scheme
designed to make money only for those with the company and not
the 300 investors who were persuaded by false and misleading
statements to invest over 14 million into an investment black
hole.

"I would urge people to be cautious when contacted out of the
blue by cold calling investment sharks earning up to 60 per cent
commission whose activities blight peoples' lives. As ever, if a
scheme sounds too good to be true, it usually is".

"The Insolvency Service will not hesitate to take action to shut
down unscrupulous companies."

Capital Alternatives Sales And Marketing Limited was incorporated
on April 14, 2009, in the name Brett UK Limited.  On Jan. 16,
2010, the company changed its name to Green Planet Investment
Limited and on April 27, 2012, to its present style.


MARAY PROPERTIES: Administrators Sells Northop Golf
---------------------------------------------------
Daily Post News reports that a golf course and country club has
been bought out of administration, saving jobs and securing their
future.

Maray Properties Limited, which owned Northop Golf Course and
Country Club, went into administration last month.

Now administrators KPMG has sold Northop Golf Course and the
clubhouse to Baling Wire Products Limited and Woodard and
Falconer Pubs Co Limited respectively, according to Daily Post
News.

The report notes that it secures nine jobs and continues
operations at the venue where there were more than 500 members of
the golf and gym clubs.

"Paul Dumbell -- paul.dumbell@kpmg.co.uk -- and Brian Green--
brian.green@kpmg.co.uk -- of KPMG's Restructuring practice in
Manchester were appointed joint administrators to Maray
Properties Limited on Nov. 28, 2013.

"Immediately upon appointment, the administrators sold the
Northop Golf Course and the clubhouse to Baling Wire Products
Limited and Woodard and Falconer Pubs Co. Limited respectively,"
the report quoted an unnamed spokeswoman as saying.

"Following a significant decline in membership fees at Northop
Golf and Country Club, the business ran into significant cash
flow problems, said Paul Dumbell, joint administrator and
director at KPMG, the report discloses.

"We are delighted to have completed these two deals which have
secured the jobs of all members of staff at the Club, and which
ensure operations continue for the 250 Golf Club members and the
280 people with gym memberships at the Club," Mr. Dumbell added,
the report relates.

Founded in 1993, Northop Country Park was originally a golf
course designed by former Ryder Cup player and renowned golf
coach John Jacobs.  The Chester-based company held a number of
property assets, including the Northop Golf Course and Country
Club.


NEW CAREER: Training Provider Enters Administration
---------------------------------------------------
InsolvencyNews reports that New Career Skills Limited has entered
administration, resulting in 54 redundancies.

The report says the company entered administration as a result of
"substantial deterioration in its finances", with Allan Graham --
allan.graham@kpmg.co.uk --and Jane Moriarty --
jane.moriarty@kpmg.co.uk -- of KPMG appointed as joint
administrators.

According to the report, the Southampton training centre had been
closed with immediate effect and 54 of 83 jobs across the company
were lost following the appointment of administrators.

Currently engaged with over 1,500 students, the company will
continue to provide training to all students, and those based in
Southampton will receive their training through alternative
means, InsolvencyNews notes.

"In recent months, the company has suffered from a substantial
deterioration in its finances, which prompted the directors to
appoint administrators," the report quotes Mr. Graham as saying.
"While we assess the options for the business, it is our
intention to continue to provide training to those students who
are already engaged on learning programmes."

New Career Skills Limited provided training through a combination
of home study and practical training, which were carried out at
three centres in Doncaster, Southampton and Watford.


ODEON & UCI: Moody's Changes Outlook on 'B3' CFR to Negative
------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the B3 corporate family rating and B3-PD probability
of default rating of Odeon & UCI Bond Midco Limited.
Concurrently, Moody's has also changed to negative from stable
the outlook on the Ba3 rating of Odeon's GBP90 million revolving
credit facility (RCF), as well as the B3 rating on the senior
secured notes issued by Odeon & UCI Finco Plc. In addition, all
ratings have been affirmed.

"The negative outlook is prompted by our expectation that by
year-end 2013, Odeon will exhibit leverage that is higher than
the threshold we have set for downward pressure on the ratings,"
says Knut Slatten, Moody's lead analyst for Odeon.

Ratings Rationale:

The change in outlook reflects Moody's expectation that by year-
end, Odeon's leverage -- defined as adjusted debt/ EBITDA -- will
be above the 7.5x threshold set by the rating agency for downward
pressure on the ratings. Moody's anticipates Odeon's EBITDA for
full-year 2013 to be materially down against 2012 -- which was
already a weak year -- reflecting notably (1) a very challenging
Spanish market, which has been negatively affected by VAT
increases on cinema tickets, and the general state of the
economy, including high unemployment, which has adversely
affected attendances; (2) unfavorable weather conditions in some
of the company's key markets during the second and third quarter
of the year; (3) Moody's expectation that Odeon's fourth quarter
performance will be worse than that of last year, given the
exceptionally strong comparables the company is up against.

Moody's also notes that Odeon's free cash flow (FCF) has been
largely negative for the first nine months of the year, leading
to a deterioration in the company's liquidity profile. The rating
agency partly attributes this to negative movements in working
capital of a more exceptional character. Nevertheless, Moody's
notes that Odeon's cash flows before working capital movements
(FFO) are also negative and burdened by the company's overall
high amount of interest payments (Moody's estimates these to
amount to approximately GBP55 million in 2013).

Moody's considers Odeon's liquidity profile to be weak, although
Moody's expects liquidity to strengthen in the fourth quarter on
the back of positive FCF as well as GBP13 million equity
injection the company received from holding companies outside of
the restricted group following property sales in an affiliate.
Odeon expects further equity injections to follow. A GBP90
million committed RCF without maintenance covenants supports the
company's liquidity needs. Whilst the RCF was largely drawn in
September and October -- the two months that generally represent
the low point in Odeon's cash flow cycle -- Moody's understands
that by end of November, availabilities had again increased to
around GBP54 million.

Odeon's rating continues to reflect the company's high leverage
and the overall limited organic growth potential of the cinema
industry. These factors are to some extent mitigated by (1) the
company's positioning as Europe's largest multiplex operator; and
(2) its solid market positioning in key markets such as the UK,
Spain and Italy.

Rationale for Negative Outlook:

The negative outlook on the ratings reflects Moody's expectation
that Odeon's leverage in 2014 will decrease from a level the
rating agency anticipates will be close to 8.0x debt/ EBITDA at
the end of 2013. The outlook also incorporates Moody's assumption
that Odeon's liquidity profile will improve from its low point at
the end of September 2013.

What Could Change the Rating Up/Down:

Moody's could consider downgrading Odeon's ratings if (1) the
company does not demonstrate a trajectory towards leverage of
7.5x over the next 12 months; (2) it continues to generate
negative free cash flows, thereby weakening its liquidity
profile.

Given the negative outlook, Moody's does not currently expect
positive rating pressure. However, positive rating pressure could
develop if Odeon succeeds in deleveraging below 6.5x debt/EBITDA.

Headquartered in London, Odeon & UCI Bond Midco Limited is the
largest cinema operator in Europe and the largest operator in the
world outside of the Americas. As of end September 2013, it had
238 cinemas and 2,187 screens across seven countries (UK, Italy,
Germany, Spain, Austria, Ireland and Portugal). Odeon has grown
rapidly through acquisitions and has established a long-term
track record of integrating smaller operators. During FYE
December 2012, the company reported revenues of GBP724 million
and OpCo EBITDA of GBP91 million.


OSBORNES: Goes Into Administration, 140 Jobs at Risk
----------------------------------------------------
The Courier reports stationary company Osbornes has called in the
administrators and some of its 140 staff was told the news.

Steve Stokes -- steven.stokes@frpadvisory.com -- , partner at FRP
Advisory and joint administrator for Osbornes, said the chain had
"battled" through tough trading conditions in recent times but
that anticipated cash flow problems have prompted its directors
to seek the "protection" of administration while the business is
restructured and marketed for sale, according to The Courier.

Mr. Stokes, the report notes, said that: "We are focused on
working with Osbornes' customers and suppliers while we conduct a
thorough sales process to secure its long-term future."

Osbornes is a 200-year-old Midlands-based stationery chain with
branches in Kenilworth Street and head office and stores in
Birmingham and branches in Daventry, Solihull, Shirley and in
Nottinghamshire, Leicestershire, Bristol, Tewkesbury and
Worcester.


TERRY'S COURIER: 11 Jobs Axed as Firm Enters Liquidation
--------------------------------------------------------
Insider Media reports that Terry's Courier Services Ltd has
entered liquidation with the loss of 11 jobs.

Julie Palmer -- julie.palmer@begbies-traynor.com -- and
Simon Campbell -- simon.campbell@begbies-traynor.com -- of
Salisbury-based insolvency practitioner Begbies Traynor, were
named joint liquidators at a meeting of the company's creditors,
Insider Media discloses.

The report says the courier business, operating out of Blandford
in Dorset, closed its doors earlier in November 2013 after 10
years of trading.

According to the report, liquidators blamed the company's decline
on the cumulative effect of the long recession.

"Aside from the difficult trading conditions common to a lot of
businesses at present, Terry's Courier Services appears to have
been squeezed by ever-increasing fuel costs and thinner margins
imposed by its larger customers," the report quotes Mr. Palmer as
saying.

Based in Blandford Forum in Dorset, Terry's Courier Services Ltd
offered delivery services from important documents to Parcels and
pallets, throughout England, Wales, Scotland, Ireland, Isle of
man, Isle of Wight, Jersey, Guernsey & Europe.


UK: Insolvencies Among Largest Firms Halve in October
-----------------------------------------------------
The latest Business Insolvency Index from Experian(R), the global
information services company, reveals that the UK's largest
companies saw the number of insolvencies in October halve
compared to last year.

This meant the insolvency rate for companies with 500 plus
employees went from 0.20 per cent to 0.08 per cent, bringing it
back in line with the UK average after several increases over the
summer months.

The year-on-year business insolvency rate for the UK remained
stable in October 2013 at 0.08 per cent, bringing the fourteenth
month since insolvency rates last rose.

October also saw a positive outcome for the Building &
Construction industry, with a year-on-year fall in insolvency
rates from 0.15 per cent in 2012 to 0.14 per cent in 2013. This
means that insolvencies within Building & Construction have
fallen year-on-year for 12 consecutive months.

Yorkshire performed well with the largest fall of all the regions
from 0.14 per cent in October 2012 to 0.11 per cent.

Although the North East has the highest rate of all the regions,
it has seen some improvement since last year with a decrease from
0.13 per cent in October 2012 to 0.12 per cent in October 2013.

Max Firth, Managing Director, Experian Business Information
Services, UK&I said: "The positive trends from October are coming
from some of the UK's largest sectors and biggest firms which is
a good indicator of things to come. We are seeing a greater level
of confidence among businesses than this time last year which in
turn may lead to expansion and growth. Although this can bring
increased risk exposure, getting an in-depth picture of the
financial health of potential clients will help business make the
best decisions and identify the best opportunities."



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


* Dr. Nikolaus von Jacobs Joins McDermott's Munich Office
---------------------------------------------------------
International law firm McDermott Will & Emery LLP on Dec. 5
announced that it is strengthening its Corporate Advisory
practice in Munich with the addition of experienced corporate law
attorney Dr. Nikolaus von Jacobs. In his new role, Dr. von Jacobs
will lead the Firm's German private equity activities.

Specifically, Dr. von Jacobs specializes in private equity,
venture capital and M&A (private and public).  His clients are
mainly private equity funds and DAX/MDAX-listed companies.

"With Dr. von Jacobs, we are gaining a highly-regarded colleague
who is an ideal complement to our German transaction practice,
which continues to gain an excellent reputation among our clients
as well as in the market," said David Goldman, head of the Firm's
international Corporate Advisory Practice Group.  "With Dr. von
Jacobs we continue implementing our international growth strategy
in Europe and within our three offices in Germany.  Further
growth is planned as we continue our strategic expansion."

"I am very pleased to be joining McDermott in Munich," said
Dr. von Jacobs.  "McDermott's growth in Germany and the quality
of its lawyers has impressed me greatly.  The Firm offers an
excellent international platform for me as I continue to focus on
private equity.  McDermott's combined strategy around private
equity and industry-specific legal consulting is particularly
compelling given the growing interest by US PE-funds to engage in
European investment opportunities.  McDermott's transaction
practice will benefit greatly from these market trends.  I look
forward to contributing to the Firm's further development,
especially in the area of private equity."

Before joining McDermott, Dr. von Jacobs was a partner in the
Munich office of another global law firm.  He has been practicing
law for nearly 14 years.

                  About McDermott Will & Emery

McDermott Will & Emery is a premier international law firm with a
diversified business practice.  Numbering more than 1,100
lawyers, we have offices in Boston, Brussels, Chicago,
Dusseldorf, Frankfurt, Houston, London, Los Angeles, Miami,
Milan, Munich, New York, Orange County, Paris, Rome, Seoul,
Silicon Valley and Washington, D.C. Further extending our reach
to Asia, we have a strategic alliance with MWE China Law Offices
in Shanghai.


* BOOK REVIEW: Land Use Policy in the United States
---------------------------------------------------
Author: Howard W. Ottoson
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/tiz2N3

In 1962, marking the 100th anniversary of the signing of the
Homestead Act by President Lincoln, 20 nationally recognized
economists, historians, a political scientist, and a geographer
presented papers at the Homestead Centennial Symposium at the
University of Nebraska. Their task was to appraise the course
that United States land policy had taken since independence. The
resulting papers are presented in this book, grouped into five
major areas: historical background; social factors influencing
U.S. land policy; past, present and future demands for lands in
the U.S.; control of land resources; and implications for future
land policy.

This book begins with a summary of the Homestead Act, its
antecedents, the arguments of its supporters and detractors, and
its intent versus implementation. The Act offered a quarter
section (160 acres) of public land in the West to citizens and
intended citizens for a $14 filing fee and an agreement to live
on the land for five years. The program ended in 1935.
Advocates claimed that frontier lad had no value to the
government until it was developed and began generating tax
revenue. Opponents feared the Act would lower land valued in the
East and pushed for government sale of the land. In practice,
states, territories, railroads and investors were able to set
aside more land than was eventually handed over to the
homesteaders.

One paper deals with land policy before 1862. From the start,
the U.S. required that "all grants of land by the federal
government should embody a description of the land not merely in
quality, but in place as defined by relation to an actual
survey." This policy avoided countless boundary disputes so
vexing to other countries.

Perhaps most interesting are the social history chapters:
Czechoslovakians pushing wheelbarrows across Nebraska,
"Daughters and Sons of the Revolution.(living) next
to.Mennonites," and "an illiterate.neighborly with a Greek and a
Hebrew scholar from a colony of Russian Jews." Mail-order
brides, "defectors from civilization," the importance of the
Mason jar, the Jeffersonian dream of a nation of agrarian
freeholders, and Santayana's observation that the typical
American skitters between visionary idealism and crass
materialism, all make for fascinating reading.

The land-use policy problems discussed certainly haven't been
solved today. And, although land use conflicts in the U.S.
haven't always been resolved equitably, "the big step forward
taken by the United States during the last one hundred and fifty
years in the age-long struggle of man towards the ideals of
mutuality and equity has been the working out of a system
wherein the sovereign superior who prescribes the working-rules
for land use and decision making have become, himself, a
collective of the citizenry."

A chapter is devoted to the arguments between the family farm ad
the "sentiment against concentration of wealth in the hands of a
few." The discussion of the Land Grant college system and its
contribution to international development closes with a quote
from Chester Bowles: "Can we, now the richest people on earth,
become creative participants in the unprecedented revolutionary
changes of our era, changes that the most privileged people will
oppose tooth and nail, but which for the bulk of mankind offer
the hopeful prospect of a little more food, a little more
opportunity, a doctor for their sick child, and sense of personal
dignity?"


                            *********

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

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

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

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


                            *********


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

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

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

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