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

                           E U R O P E

          Thursday, December 12, 2013, Vol. 14, No. 246

                            Headlines

G E R M A N Y

CORNERSTONE TITAN 2007-1S: Fitch Cuts Ratings on 2 Notes to 'D'
HEIDELBERGCEMENT: Fitch Says to Outperform Peers in 2014
THYSSENKRUPP AG: S&P Affirms 'BB' CCR; Outlook Negative
UNITYMEDIA KABELBW: S&P Raises Corp. Credit Rating to 'BB-'
WEPA HYGIENEPRODUKTE: S&P Affirms 'BB-' Corp. Credit Rating


G R E E C E

TITAN CEMENT: S&P Raises LT Ratings to 'BB'; Outlook Stable


I R E L A N D

ATHLONE TOWN CENTRE: AIB Appoints Grant Thornton as Receiver
IRELAND: Set to Recoup Bank Bailout Cost Through Asset Sale
OPERA FINANCE: Fitch Puts 'B' Note Ratings on Watch Negative


I T A L Y

ALITALIA SPA: Etihad Airways Looks Into Books, Mulls Investment


K A Z A K H S T A N

ALLIANCE BANK: To Discuss Debt Restructuring at Creditor Meeting


L U X E M B O U R G

ORCO PROPERTY: Need to Boost Capital to Avert Bankruptcy


N E T H E R L A N D S

CANDIDE FINANCING 2012: Fitch Affirms 'BB' Rating on Cl. B Loans
HARBOURMASTER PRO-RATA: Fitch Affirms 'B-' Rating on Cl. B2 Notes
NORTH WESTERLY: S&P Assigns Prelim. BB Rating on Class E Notes


R U S S I A

KRASNODAR REGION: Fitch Affirms BB+ Long-Term Currency Ratings
KRASNOYARSK REGION: Fitch Affirms 'BB+' Ratings; Outlook Stable
TVER REGION: Fitch Assigns 'B' Currency Ratings; Outlook Stable


S P A I N

AUTOVIA DEL CAMINO: S&P Affirms 'BB+' Rating on EUR320MM Loans
CAJA SAN FERNANDO: S&P Puts 'CCC-' Note Ratings on Watch Negative
EMPARK APARCAMIENTOS: S&P Assigns Preliminary 'BB-' CCR
HELLERMANNTYTON GROUP: S&P Raises CCR to 'BB'; Outlook Stable
INSTITUTO VALENCIANO: S&P Affirms 'BB-/B' Issuer Credit Ratings

PORT AVENTURA: S&P Assigns Preliminary 'B-' CCR; Outlook Stable


U N I T E D   K I N G D O M

ASR LTD: Boscombe Reef to Reopen After a Council Gets Payouts
CAREER SKILLS: Tutors Furious After Losing Jobs Without Notice
DENE FILMS: Goes into Liquidation, Shocks Public
GEORGE MORRISON: Placed Into Liquidation
HASTINGS RAIL: Ceases Trading, Enters Liquidation

HINCKLEY UNITED: Fans Campaign to Resurrect Club
MILLBURN INSURANCE: Goes Into Administration
SMITH & JONES: Formally Goes Into Liquidation


X X X X X X X X

EUROPE: Finance Ministers Reach Consensus on Bank Wind-Up System


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G E R M A N Y
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CORNERSTONE TITAN 2007-1S: Fitch Cuts Ratings on 2 Notes to 'D'
---------------------------------------------------------------
Fitch Ratings has downgraded Cornerstone Titan 2007-1 plc's class
A2 to E notes and affirmed the others, as follows:

  EUR27.5m class A1 (XS0288055436) affirmed at 'AAsf'; Outlook
  Stable

  EUR316.2m class A2 (XS0288055600) downgraded to 'Csf' from
  'BBsf'; Recovery Estimate (RE) RE100%

  EUR71.3m class B (XS0262561946) downgraded to 'Csf' from
  'CCCf'; RE20%

  EUR41.9m class C (XS0288057218) downgraded to 'Csf' from
  'CCsf'; RE0%

  EUR92.3m class D (XS0288057648) downgraded to 'Dsf' from 'Csf';
  RE0%

  EUR56.5m class E (XS0288058885) downgraded to 'Dsf' from 'Csf';
  RE0%

  EUR10.1m class F (XS0288059420) affirmed at 'Dsf'; RE0%

  EUR0m class G (XS0288060196) affirmed at 'Dsf'

Key Rating Drivers:

The affirmation of the class A1 notes reflects the expectation
that a loan repayment of at least EUR35 million will be made on
the January interest payment date (IPD). With sequential pay down
rules in operation, this will lead to the redemption of the class
A1 notes. At this point, rolled up interest under the then senior
class A2 notes will become immediately due and payable. As the
issuer is not expected to have liquid funds available, this will
cause an issuer event of default. This is reflected in the
downgrade of the class A2, B and C notes to 'Csf'. Fitch expects
a full recovery on the class A2 notes and a partial recovery on
the class B notes, reflected in the Recovery Estimates. The
downgrade of the class D and E notes reflects prior loss
allocations.

All 17 outstanding loans have passed their scheduled maturity and
are either in standstill or workout (with two loans -- Munster
and Essen -- likely to repay in time for the January IPD and
sales agreed on three of the four Star properties to close in due
course). Some of the loans are additionally in interest payment
default, which led to interest being deferred on all but the
class A1 and X notes on the October IPD (interest on these
classes, being mandatory, was subsidized by a reallocation of
principal as interest). The class X interest does not account for
extraordinary fees, exposing the class A2 notes and below to
elevated fees, particularly special servicing costs, which have
averaged EUR530,000 for the past two quarters.

Prior to October, interest receipts were sufficient to make
partial interest payments on the A2 notes. Now with higher
special servicing fees and a payment moratorium on the insolvent
German Retail Portfolio (GRP) II borrower, there is cause for
concern, particularly as the advancing agent retains considerable
discretion as to whether to provide liquidity (it declined to do
so for GRP II as recoverability prospects were deemed to be
weak).

Since the last rating action in January, four loans have been
cancelled: three of the loans repaid in full while Xanadu was
sold at a loss of 32%, which was allocated to noteholders (the
class E and F notes have been written off entirely). More losses
are expected once the liquidation of the Deutsche Bahn collateral
is finalized, and there is scope for further losses on the class
D notes as principal is reallocated to cover class A1 and X
interest on subsequent IPDs.

Four updated valuations have been released since January, each
recording market value declines of between 20% and 30%. Fitch
believes continued declines in value provide evidence of
continued distress in secondary German property markets. Values
will be tested over coming years as the bulk of the loan pool is
steadily enforced pending note maturity in 2017.

Of particular concern is the Hugo loan, the largest in the pool,
accounting for more than 31% by balance. A November 2013
valuation of the collateral portfolio of secondary quality outer
Paris offices reports a 23% decline in market value since January
2012. Most of the decline is concentrated in one now worthless
property, Velizy, which is fully vacant and considered
uninhabitable. While extreme, such a fall highlights the risks
for buildings that are poorly located for their use (in this case
well outside the inner ring road) and dated (Velizy was built in
the 1980s). While in default, the Hugo loan is not in safeguard
and has been granted a further standstill extension until 19
February 2014.

Cornerstone Titan 2007-1 was originally a securitization of 32
commercial mortgage loans originated by Credit Suisse and Capmark
Bank Europe, with an aggregate balance of EUR1.32 billion. Since
closing, seven loans have repaid in full and four with losses,
leaving 17 loans outstanding with a combined balance of EUR537.2
million.

Rating Sensitivities

Fitch estimates 'Bsf' principal recoveries of EUR358 million.
Besides being downgraded to 'Dsf' from 'Csf' in due course,
ratings are unlikely to be sensitive to other factors. However,
the REs for the class A2 and B notes vary over time in line with
market conditions in Germany and France (and if the steep decline
in NOI reported for Hugo is correct).


HEIDELBERGCEMENT: Fitch Says to Outperform Peers in 2014
--------------------------------------------------------
Fitch Ratings says its stable rating outlook for EMEA building
materials in 2014 will be driven by a modest market recovery and
increased company efficiency. This is despite most of the issuers
in Fitch's EMEA building materials portfolio, including Saint-
Gobain (BBB+/Stable), CRH (BBB/Stable) and Holcim (BBB/Stable),
entering 2014 with worsened leverage ratios, as disappointing
operating performance in 2013 caused credit metrics to weaken.

Fitch estimates the decline in volumes has bottomed out in most
countries, after a disappointing 2013, which was also penalized
by unfavorable weather conditions. However, the 2014 sector
outlook remains uneven across developed markets and short-term
volatility remains high in emerging countries. A well-diversified
geographical presence and a favorable regional footprint remain
major credit drivers. Fitch expects HeidelbergCement (BB+/Stable)
to again outperform its peers thanks to its presence in solid
markets, while Lafarge (BB+/Stable) and Saint-Gobain could be
penalized by their high exposure to France.

Fitch expects cost-cutting programs to accelerate in 2014 and
2015. Savings have been offset by volume declines and lower fixed
cost absorption in 2013, but companies have generally increased
their operational leverage and are now better positioned to
exploit any modest recovery in volumes, which supports Fitch's
stable outlook for the sector's ratings.

Fitch expects issuers to continue to optimize their asset base,
with further asset swaps, the setting-up of JVs, and non-core
asset disposals. This process will be driven by the need to
reduce capacity in some mature markets, such as Italy or Spain,
and by the need to focus investments on high-growth and fast-
return core markets and regions. The risk of large debt-funded
acquisitions remains limited in the sector.


THYSSENKRUPP AG: S&P Affirms 'BB' CCR; Outlook Negative
-------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB' long-
term and 'B' short-term corporate credit ratings on Germany-based
industrial conglomerate ThyssenKrupp AG.  The outlook remains
negative.  S&P also affirmed the 'BB' senior unsecured and '4'
recovery ratings on the company's debt.

The affirmation balances ThyssenKrupp's partial disposal of the
Steel Americas business and the recent EUR882 million capital
increase the company has completed to strengthen the balance
sheet.

The only partial disposal of Steel Americas means that
ThyssenKrupp will maintain its steel operations in Brazil that
generated negative EBITDA of EUR0.2 billion in financial 2013,
and that the disposal proceeds of US$1.55 billion (EUR1.1
billion) will be below S&P's previous expectations.  However, the
sale of one of the two steel plants together with operating
improvements achieved in Brazil should reduce substantially the
negative free operating cash flow (FOCF) from this business area.

The capital increase highlights ThyssenKrupp's prudent financial
management and will further improve the company's cash cushion.
S&P is therefore improving its liquidity assessment on the
company to "strong".  Nevertheless, S&P currently assess
ThyssenKrupp's financial risk profile as "highly leveraged" based
on its weak credit ratios, including funds from operations
(FFO)to debt of about 7% as of Sept. 30, 2013, and its
expectation that it will improve only gradually in 2014-2015.
S&P also factors the risk of moderate negative FOCF that could
stem from a working capital swing, a new weakening of the
Brazilian steel operations, or from stainless steel assets AST
and VDM, which are to be reintegrated in the group.  In addition,
S&P notes uncertainty related to the ongoing investigation of the
German Federal Cartel Office related to delivery of certain steel
products to the German automotive industry.

The negative outlook reflects the risk that the ratio of FFO to
debt remains weak and below the 12% to 17% range that S&P
considers commensurate with the rating.  It also reflects the
uncertainties related to the ongoing German Federal Cartel Office
investigation and to stainless steel assets AST and VDM that are
to be reintegrated in the group.

S&P could lower the rating by one notch to 'BB-' over the next
six to 12 months if it sees that ThyssenKrupp's ratio of FFO to
debt doesn't improve.  Significant negative FOCF before disposals
or a substantial fine related to the cartel investigation could
also lead to a downgrade, if not offset by management actions.

S&P could revise the outlook to stable if it sees ThyssenKrupp's
FFO-to-debt ratio improving to the 12% to 17% range that S&P
considers commensurate with the rating, if the company's free
cash flow is at least neutral, and losses at Steel Americas are
contained.


UNITYMEDIA KABELBW: S&P Raises Corp. Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that raised its long-term
corporate credit rating on German cable operator Unitymedia
KabelBW GmbH to 'BB-' from 'B+'.  The outlook is stable.

At the same time, S&P raised the issue rating on Unitymedia's
outstanding senior secured notes to 'BB-' from 'B+'.  The
recovery rating on this debt is unchanged at '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event
of a payment default.

S&P raised the issue rating on Unitymedia's subordinated notes to
'B' from 'B-'.  The recovery rating on this debt is unchanged at
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of a payment default.

S&P removed all the ratings on Unitymedia and its debt from
CreditWatch, where it placed them with positive implications on
Nov. 26, 2013.

The upgrade reflects the application of S&P's revised group
rating methodology, according to which it now views Unitymedia as
a core subsidiary of Liberty Global PLC (BB-/Stable/--).  This
assessment factors in Unitymedia's status as integral to Liberty
Global's corporate identity as an international cable operator
and its future strategy, as well as the close operational ties of
the German subsidiary to the rest of the Liberty Global group.
S&P has therefore raised the rating on Unitymedia one notch
higher than its assessment of its stand-alone credit profile
(SACP) of 'b+'.

S&P expects that Unitymedia will continue to contribute a
meaningful amount of EBITDA to its parent group over the next two
years.  For the nine months ended Sept. 30, 2013, Unitymedia's
EBITDA, as adjusted by the group, represented approximately 19%
of Liberty Global's like-for-like EBITDA generation, including
nine months of Virgin Media's financial results.  At the same
time, S&P believes that Liberty Global's management has a long-
term commitment to Unitymedia and is highly likely to provide
support to the subsidiary in the event of financial distress.

The stable outlook on Unitymedia mirrors that on Liberty Global.
S&P do not expect to change its corporate credit rating or
outlook on Unitymedia unless it reassess the entity's strategic
importance to Liberty Global under S&P's group rating
methodology, or revise its rating on Liberty Global.

"On a stand-alone basis, we expect Unitymedia will post solid
revenue and EBITDA growth over the next 12-18 months.  However,
we anticipate that the company's leverage, after our adjustments,
will stay at more than 5x, including the additional debt issuance
in 2013.  We also expect that Unitymedia's ratio of Standard &
Poor's-adjusted FFO to gross debt will likely remain weak, at
about 12% or lower, which is in line with our assessment of the
financial risk profile as "highly leveraged."  We could revise
down Unitymedia's 'b+' SACP if the company's ratio of adjusted
debt to EBITDA were to increase to more than 6.0x, for example,
as a result of a debt refinancing or operating underperformance.
We could revise up the SACP if Unitymedia's adjusted gross
leverage materially improved to less than 5x and adjusted FFO to
debt materially improved to more than 12% on a sustainable
basis," S&P noted.

Because S&P links its rating on Unitymedia to its rating on
Liberty Global, it could raise its rating on Unitymedia if it
also raised its rating on Liberty Global, which is unlikely at
present, given S&P's stable outlook on the parent.  An upgrade of
Unitymedia would also depend on S&P's continued assessment of the
subsidiary as "core" for the Liberty Global group.

S&P would lower its rating on Unitymedia if it lowered its rating
on Liberty Global, or if it reassessed its opinion of
Unitymedia's strategic importance to Liberty Global, such that
S&P no longer considered it "core" to the group.  However, S&P
views this scenario as unlikely at this stage, given Unitymedia's
solid operating performance and level of integration into the
broader group.


WEPA HYGIENEPRODUKTE: S&P Affirms 'BB-' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
long-term corporate credit rating on German private-label tissue
producer WEPA Hygieneprodukte GmbH.  The outlook is stable.

At the same time, S&P affirmed the 'B+' rating on its senior
secured notes, including the proposed tap EUR50 million-
EUR60 million issue.  The recovery rating remains at '5',
indicating S&P's expectation of modest (10%-30%) recovery for
bondholders in the event of a default.

The rating affirmations follow S&P's review of WEPA's business
risk and financial risk after the company announced that it was
considering increasing the amount of its outstanding bonds by
EUR50 million-EUR60 million.  Although the proposed issuance
would lead to slightly lower credit metrics in the near term, S&P
thinks this would be balanced by growth from these investments
over the medium term.  S&P also regards WEPA's plan to spend the
capital on several projects as positive, because this lowers
execution risks to some extent.

"We assess WEPA's business risk profile as "fair," based on our
view of the group's exposure to volatile input costs for pulp and
recovered paper, its relatively small size and scope, and sales
that are mostly geared toward mature western European tissue
markets.  In addition, WEPA is exposed to a degree of customer
concentration because the three largest customers account for
more than one-third of group sales.  Key supporting factors to
WEPA's competitive position include the group's strong position
in the private-label tissue segment in Germany, stable and
noncyclical end-customer demand, a well-invested asset base, and
increased scope following the acquisition and integration of
Kartogroup.  Our business risk assessment also incorporates our
view of the global branded nondurables industry as "low" risk and
WEPA as having "low" country risk," S&P said.

WEPA's "aggressive" financial risk profile reflects S&P's view of
the group's relatively high debt leverage, stemming from the
acquisition of Italy-based tissue producer Kartogroup in 2009.
S&P's assessment of the group's financial risk profile also
reflects its volatile operating cash flow generation, due to
exposure to volatile input costs.

S&P's base case assumes:

   -- Moderate revenue growth of 1%-2% in 2014 in line with
      anticipated market growth.

   -- Slightly higher EBITDA margins on the back of pricing
      changes, improved business mix due to higher-end products,
      and better efficiency after restructuring.  A rising share
      of the higher margin away-from-home segment will also
      support EBITDA margin growth, as will the proposed
      insourcing of currently purchased capacity through an
      investment in two paper machines.

   -- Capital expenditure (capex) of about EUR30 million in 2013
      and increasing to about EUR45 million in 2014.

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

   -- An EBITDA margin in the 11%-12% range over the next two
      years.

   -- Funds from operations (FFO) to debt of 15%-18% over
      2013-2015.

   -- Debt to EBITDA of 4.1x-4.3x in 2013 and 2014.



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G R E E C E
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TITAN CEMENT: S&P Raises LT Ratings to 'BB'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term ratings
on Greece-based cement producer Titan Cement Co. S.A. to 'BB'
from 'BB-'.

At the same time, S&P affirmed the 'B' short-term rating on Titan
Cement.

S&P removed all the abovementioned ratings from CreditWatch,
where it placed them with positive implications on Nov. 26, 2013.
The outlook is stable.

The upgrade follows the publication of S&P's revised "Ratings
Above The Sovereign" criteria on Nov. 19, 2013.  S&P now assess
Titan Cement's stand-alone credit profile (SACP) in line with the
new maximum rating of 'BB' allowed for corporates with moderate
sensitivity and material exposure to sovereigns rated 'B-' or
lower.

Titan Cement's SACP is 'bb', based upon S&P's assessment of the
group's business risk profile as "fair", its financial risk
profile as "aggressive", and its management and governance as
"strong."

S&P's assessment of Titan Cement's business risk profile
incorporates its view of the building materials industry's
"intermediate" risk and "moderately high" country risk.  S&P
assess Titan Cement's competitive position as "fair," partly
owing to the group's smaller size when compared with several of
its higher-rated, heavy material peers.  This translates into a
higher exposure to local construction cycles and country risk.
Titan remains vulnerable to construction end markets that are
highly cyclical and seasonal, as well as highly capital and
energy intensive.

That said, Titan Cement has good regional positions.  In Greece,
the group holds a strong market share of about 40%-45%.  However,
Titan Cement's locally installed capacity for cement production
in Greece is much greater than local consumption, making the
group somewhat dependent on exports to international markets to
manage capacity and cover fixed costs.

Titan Cement's "aggressive" financial risk profile reflects S&P's
view of credit metrics that have deteriorated due to falling
cement volumes and cash flows.  These weaknesses have resulted
from the prolonged downturn in Titan Cement's construction end
markets and political and economic disruption in its key markets.
That said, the group has managed to consistently reduce net debt
throughout the industry downturn -- a trend that we believe will
continue, despite no forecast recovery in Titan Cement's markets,
outside of the U.S.

S&P believes that Titan Cement's credit metrics could stabilize
in 2014, but are unlikely to materially improve in the short
term.  S&P expects management will continue to preserve cash,
making no material increases in its investments and cancelling
shareholder dividends.  These cash-saving measures should
contribute to the group's continued generation of robust
discretionary cash flow and the reduction in net debt.

Titan Cement has "strong" management and governance according to
S&P's criteria.  S&P bases its assessment on the group's very
prudent and proactive risk management, particularly with regards
to liquidity.  The "strong" management and governance modifier
also reflects the group's solid track record of achieving
targets, and its consistent reduction of debt throughout the
financial crisis, despite very challenging operations and a
portfolio of markets that have all been hit by severe demand
declines and/or political disruption.  In addition, S&P has not
found any weaknesses in the company's governance practices.  For
Titan Cement, this assessment leads to a positive one-notch
adjustment to S&P's initial anchor of 'bb-'.

S&P applies its "Ratings Above The Sovereign" criteria to Titan
Cement because it assess the group as having material (over 25%)
exposure to the lower-rated sovereigns of both Greece (B-
/Stable/--) and Egypt (B-/Stable/--).  The group passes stress
tests on its operations in both of these jurisdictions.  S&P
applies the criteria using Greece as the relevant sovereign as,
although domestic revenues derived from Greece are currently
lower than 25%, S&P considers Titan Cement's exposure to its
domicile as being the most material in terms of capacity and
asset base.  S&P assess the group's sensitivity to Greek country
risk as "moderate" because it classifies Titan Cement as an
exporting natural-resource producer.

S&P's base case assumes:

   -- Low single-digit volume growth, driven by demand recovery
      in the U.S., although S&P expects Greek, Egyptian, and
      South Eastern European markets to remain challenging.

   -- Some limited margin improvement in 2014, driven by a
      stabilizing share of exports, further cost reductions, and
      price increases.

   -- A continued focus on deleveraging, with no dividends or
      significant increases in capital expenditure (capex).

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

   -- Debt/EBITDA improving to less than 3.5x; and

   -- Funds from operations (FFO) to debt in the mid-teens.

The stable outlook reflects S&P's view that Titan Cement will
continue to effectively manage the prolonged downturn and
disruption in its markets.  Because of this, S&P believes that it
will be able to sustain positive discretionary cash flow,
relatively stable credit metrics, and "adequate" liquidity over
the next 12 months.

Upside to the ratings remains limited while the long-term rating
on Greece remains at 'B-' or lower.  This is because S&P caps the
ratings on Titan Cement at 'BB' under its "Ratings Above The
Sovereign" criteria.  For S&P to upgrade Titan Cement, it would
also expect to see the group's credit metrics improving toward
those S&P considers commensurate with a "significant" financial
risk profile.

S&P could consider taking a negative rating action if it sees a
sustained weakening of Titan Cement's credit metrics toward the
lower end of an "aggressive" financial risk profile.  Metrics
might include FFO to debt persisting at low double digits.
Downward pressure on the ratings could also arise if Titan
Cement's liquidity deteriorates such that S&P revises downward
its liquidity assessment from "adequate."



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ATHLONE TOWN CENTRE: AIB Appoints Grant Thornton as Receiver
------------------------------------------------------------
Sarah McCabe at Independent.ie reports that a receiver has been
appointed to Athlone Town Centre, the Westmeath shopping center.

Independent.ie relates that in a statement the owners of Athlone
Town Centre Shopping Centre said they "agreed to the consensual
appointment" of Stephen Tennant -- stephen.tennant@ie.gt.com --
and Paul McCann -- paul.mccann@ie.gt.com -- of Grant Thornton as
joint receivers by AIB.

Some 150 apartments are included in the receivership as well as
the shopping center and its car park, Independent.ie discloses.
The apartments have been successfully rented out, Independent.ie
notes.

The receiver, as cited by Independent.ie, said the shops at the
center, which is home to 60 different brands, will continue to
trade as normal.

AIB is the sole creditor involved in the receivership,
Independent.ie discloses.  The shopping center's owners, ATC
Property Holdings, have debts in excess of EUR200 million with
the bank stemming from a loan taken in 2007 to complete
construction on the facility, Independent.ie states.

According to Independent.ie, no job losses are expected and
several job advertisements are currently posted on the center's
website.

The shopping center employs about 600 people.


IRELAND: Set to Recoup Bank Bailout Cost Through Asset Sale
-----------------------------------------------------------
According to Independent.ie's Donal O'Donovan, a new report from
Davy Stockbrokers revealed that Ireland is set to recoup a
substantial portion of the cost of bailing out AIB, Bank of
Ireland and Permanent TSB by selling assets over the coming two
years.

According to Independent.ie, Davy bond strategist Donal O'Mahoney
said that selling banking assets to the markets is now the more
likely route to recover part of the cost of the bank rescues than
a deal to transfer loans to the European Stabilisation Mechanism
(ESM), which is being sought by the Government.

Independent.ie notes that further doubt was cast on that outcome
in Brussels this week where the head of the ESM, Klaus Regling,
said a retroactive recapitalization of the Irish banks by his
fund "doesn't seem very likely".

Mr. Davy said that cash is already flowing back to taxpayers
through asset sales, Independent.ie relates.

Further disposal would follow on from EUR4.1 billion recouped
from the banks with last week's sale of EUR1.8 billion of Bank of
Ireland preference shares, and the earlier sales of Irish Life
and Bank of Ireland contingent convertible capital (CoCo) bonds,
Independent.ie notes.

The recovery in Bank of Ireland shares over the course of 2013
has highlighted the "renewed investibility" of the Irish banks --
a "deeply restructured sector", Independent.ie says, citing the
new Davy report.

Mr. O'Mahoney said that asset disposals could eventually see the
State recoup as much as two-thirds of the cost of rescuing AIB,
Bank of Ireland and Permanent TSB, or around EUR20 billion,
Independent.ie relays.


OPERA FINANCE: Fitch Puts 'B' Note Ratings on Watch Negative
------------------------------------------------------------
Fitch Ratings has placed the ratings of Opera Finance CMH p.l.c.
class A and B notes, due January 2015, on Rating Watch Negative
(RWN) and affirmed the rest as follows:

EUR243.4m Class A (XS0241931442): rated 'Bsf' placed on RWN

EUR50m Class B (XS0241934628): rated 'Bsf' placed on RWN

EUR40m Class C (XS0241935195): affirmed at 'Csf'; Recovery
estimate (RE) 20%

EUR35m Class D (XS0241935609): affirmed at 'Csf'; RE 0%

Key Rating Drivers:

The placement of the class A and B notes on RWN is driven by
uncertainty over when loan recovery proceeds, currently held back
by the servicer in the issuer principal account, will be released
to noteholders. Fitch understands that, due to a lack of clarity
in the documentation on how loan enforcement proceeds are to be
applied, the servicer sought trustee consent to modify the
relevant conditions of the notes prior to releasing the proceeds
to noteholders. Fitch also understands that the trustee was not
minded to consent to such a waiver and as a result the servicer
has chosen to hold back the funds until an issuer payment default
occurs in January 2014, thus creating an opportunity for Class A
noteholders to enforce notes security and therefore prioritize
their claim.

Fitch notes that the notes security can only be enforced if at
least 25% of the class A noteholders instruct the trustee
accordingly (after a five-day grace period following a note event
of default). If repayment of the class A and B notes occurs
promptly, Fitch will consider the default as having been
remedied, and judge the outcome as payment-in-full. On the other
hand, a material delay in making payments would be viewed as
rating default, as reflected in the RWN. With principal funds
(after senior expenses) of around EUR302.7 million, the class C
and D notes are expected to default with 20% and zero recoveries
respectively.

Rating Sensitivities:

Any delay in or challenge to the distribution of principal
against this schedule would result in a downgrade of the class A
and B notes (along with the class B and C notes) to 'Dsf'.



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


ALITALIA SPA: Etihad Airways Looks Into Books, Mulls Investment
---------------------------------------------------------------
Gabriele La Monica at The Wall Street Journal reports that
Etihad Airways is looking at Alitalia SpA's books as it considers
making an investment in the troubled Italian airline.

According to the Journal, the investment would increase the
Abu Dhabi airline's presence in Europe and help Alitalia in its
search for a partner after Air France-KLM SA, its biggest
shareholder, declined to take part in a crucial EUR300 million
(US$413 million) capital increase.

The Journal relates that a person familiar with the matter on
Wednesday said Etihad has been visiting Alitalia's data room
since Dec. 2, and it will likely decide before Dec. 25 whether to
make an investment or not.

The person added if it were to go ahead with it, Etihad would
likely take a stake of up to 49%, the Journal notes.

Alitalia, the Journal says, has been looking for alternative
partner to Air France-KLM for weeks because the Italian airline
is too small to survive by itself in the fiercely competitive
industry.

Etihad's interest comes after Aeroflot-Russian Airlines OJSC and
Qatar Airways declined to help Alitalia, the Journal relays.

The person, as cited by the Journal, said that in Alitalia's
case, Etihad is working with advisers Booz & Company, DLA Piper
and PwC.

Earlier this week, Alitalia, which nearly went bankrupt in
October, raised EUR225 million from shareholders and creditors,
meeting the minimum amount that Poste Italiane SpA had set as a
condition for it to invest EUR75 million in the airline, the
Journal discloses.

The investment by the state-owned post office will help Alitalia
meet its target of EUR300 million by year-end, the Journal
states.

Its creditors, UniCredit SpA and Intesa Sanpaolo SpA, will also
provide it with an additional EUR200 million in new credit lines,
the Journal discloses.

With a combined total of EUR500 million in new funds, Alitalia
will be able to stay in business for at least a year, the Journal
says, citing a member of its board of statutory auditors.

                          About Alitalia

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



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


ALLIANCE BANK: To Discuss Debt Restructuring at Creditor Meeting
----------------------------------------------------------------
Mariya Gordeyeva and Carolyn Cohn at Reuters report that a source
at Alliance Bank said on Tuesday the bank, controlled by the oil-
rich nation's sovereign wealth fund, will discuss the
restructuring of its debt at a creditor meeting in London this
week.

Alliance, the ninth-largest lender by assets among the Central
Asian nation's 38 banks, defaulted on its debt in the aftermath
of the 2008 crisis, Reuters relates.  Its dollar bonds fell to
record lows earlier this year on fears that it was heading
towards a second debt restructuring, Reuters recounts.

According to Reuters, the bank, in which state investment fund
Samruk-Kazyna holds a 67% stake, announced on Monday that it
would hold a meeting with its investors on Friday to discuss its
"current financial situation".

It said it had appointed law firm White & Case and investment
bank Lazard Freres as legal and financial advisors, Reuters
relays.  It invited holders of its debt, shares and global
depositary receipts to the investor presentation, Reuters
discloses.  It gave no further details at the time, Reuters
states.

But a source at the bank, who asked not to be named, told Reuters
on Tuesday: "The talks with creditors are supposed to be held
about debt restructuring. It is premature to talk about any
concrete parameters now."

Kazakh billionaire Bolat Utemuratov is in the process of buying a
large minority stake in Alliance from Samruk-Kazyna, which will
retain control of the bank at an initial stage, Reuters
discloses.

                      About JSC Alliance Bank

JSC Alliance Bank is the sixth-largest bank in Kazakhstan by net
loans.  JSC Alliance is a bank with substantially all of its
operations in the Republic of Kazakhstan.  As of June 30, 2009,
the Bank's net assets constituted 4.9% of the total assets of the
banking system in Kazakhstan.  It has 3,900 employees.  The
Bank's only assets in the U.S. are certain correspondent accounts
with U.S. Banks.

JSC Alliance Bank filed for Chapter 15 bankruptcy (Bankr.
S.D.N.Y. Case No. 10-10761) to protect itself from U.S. lawsuits
and creditor claims while it reorganizes in Kazakhstan.  The
Chapter 15 petition says that assets and debts are in excess of
US$1 billion.  Law firm White & Case LLP, based in New York, is
representing JSC Alliance in the Chapter 15 case.



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


ORCO PROPERTY: Need to Boost Capital to Avert Bankruptcy
--------------------------------------------------------
Lenka Ponikelska at Bloomberg News reports that Czech billionaire
Radovan Vitek, Orco Property Group SA's largest shareholder, said
the company will go bankrupt unless it's allowed to boost its
capital.

A Luxembourg court last week suspended resolutions approved by
its German unit on Nov. 29 to go ahead with a reserved capital
increase and raise as much as EUR100 million (US$137
million), Bloomberg recounts.  The court also sequestered
114,600,000 new ordinary shares subscribed by Tandis AS, a
Vitek-controlled company, for 0.47 euro apiece, or EUR53.8
million, Bloomberg discloses.

Orco, heading for a fifth annual loss in the past six years, has
been struggling since the global economic crisis burst the
region's real-estate bubble, Bloomberg relates.  The company last
week booked asset writedowns worth more than half of its market
value, triggering the deepest loss in the since the real-estate
developer got protection from creditors in 2009, Bloomberg
recounts.

"When you don't have money, you're like a bloodied boxer trapped
in the corner of the ring," Bloomberg quotes Mr. Vitek as saying
in an interview in Prague.  "Raising money through Orco's German
unit is the only way to raise capital and save the company, or it
will go bust again."

The court order, issued at the request of shareholders Alchemy
Special Opportunities and Kingstown, which hold a combined 23
percent stake, compared with Mr. Vitek's 31%, will remain in
force until a hearing is held by Jan. 31, Bloomberg discloses.

According to Bloomberg, Orco Germany said on Dec. 6 that it will
use "all" legal steps to overturn the court decision and the move
by minority shareholders impairs the company's ability to act in
the company's and shareholders' best interest.

Orco Germany controls Orco's key asset, GSG portfolio, a Berlin-
based office and commercial land of about 900,000 square meters
(9.7 million square feet) worth around EUR450 million, Bloomberg
discloses.  It also has liabilities of EUR300 million, Bloomberg
notes.

The frozen capital increase through Tandis gives Mr. Vitek 33.3%,
while Orco Property Group still controls 55.5% in its German
unit, Bloomberg states.

According to Bloomberg, Chief Executive Officer Jean Francois
Ott, who founded the company, wrote in an e-mail that Orco is
meeting some "challenges" that can be better dealt with an
injection of equity into the group.  Mr. Ott wrote that more
still needs to be done on the business and debt side, Bloomberg
relays.  He wrote that the executive also voted in favor of the
capital increase in the German unit, as it's in the "best"
interest of Orco, Bloomberg discloses.

Bloomberg relates that Mr. Vitek said the Luxembourg-based parent
company "urgently" needs fresh capital to deal with defaulted
debts of about EUR300 million.

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
=====================


CANDIDE FINANCING 2012: Fitch Affirms 'BB' Rating on Cl. B Loans
----------------------------------------------------------------
Fitch Ratings has affirmed Candide Financing 2008, 2008-2, 2011-1
and 2012-1 B.V., as follows:

Candide Financing 2008 B.V.
Class A (ISIN XS0358345592) affirmed at 'AAAsf'; Outlook Stable

Candide Financing 2008-2 B.V.
Class A (ISIN XS0392368345) affirmed at 'AAAsf'; Outlook Stable

Candide Financing 2011-1 B.V.
Class A (ISIN XS0625067680) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0625071526) affirmed at 'BBsf'; Outlook Stable

Candide Financing 2012 B.V.
Class A1 (ISIN XS0786896174) affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN XS0786896505) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0786896927) affirmed at 'AAsf'; Outlook Stable
Class C (ISIN XS0786897149) affirmed at 'Asf'; Outlook Stable

The Dutch prime RMBS transactions comprise loans originated by
Bank of Scotland, Amsterdam Branch, which is a 100%-owned
subsidiary of Lloyds Banking Group plc (A/Stable/F1). The
portfolios of securitized loans are serviced by STATER Nederland
B.V. (RPS1-).

Key Rating Drivers:

Performance In Line With Average Dutch Prime RMBS
The affirmations reflect the relatively low arrears compared with
other Dutch RMBS transactions rated by Fitch and adequate credit
enhancement, despite the difficulties in the Dutch mortgage
market.

As of the most recent interest payment dates, three-month plus
arrears ranged from 0.26% (Candide 2011-1) to 0.87% (Candide
2008) of the current pool balance, which are below or at the
level of the Dutch prime three-month plus arrears figure of
0.87%. The outstanding balance of loans with properties sold at a
loss ranged between 0.18% (Candide 2011-1) and 1.24% (Candide
2008) of the initial asset balance.

Candide 2011-1 Still Revolving
Candide 2011-1 is in its revolving period until July 2014 and the
agency expects credit enhancement to start increasing thereafter.
Fitch has analyzed potential pool mix shifts during the remaining
revolving period and modelled a worst-case scenario without any
material impact on the current ratings.

Reserve Funds and Liquidity Facilities
The reserve funds are fully funded in all transactions. With the
exception of Candide 2012 these facilities are non-amortizing.
The reserve funds cover for senior fees and interest on the rated
classes in the event of a payment shortfall. Once the reserve
funds are drawn, the liquidity facilities can be used for payment
of senior fees and interest on the class A notes. The reserve
funds also provide credit enhancement to the rated tranches.

The liquidity facilities are also fully funded in all deals and
are amortizing in Candide 2008 and 2012 and non-amortizing in
Candide 2008-2 and 2011-1.

Nationale Hypotheek Garantie (NHG) Loans
NHG loans comprise 6% and 4% of Candide 2011-1 and 2012 assets,
respectively. Neither of the 2008 vintage transactions contain
this type of loan. No reduction in base foreclosure frequency for
the NHG loans was applied, as the historical performance data
showed no divergence in the performance of the two product types.

Rating Sensitivities:

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


HARBOURMASTER PRO-RATA: Fitch Affirms 'B-' Rating on Cl. B2 Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Harbourmaster Pro-Rata CLO 3 B.V.'s
notes, as follows:

Class A1-T (XS0306976266): affirmed at 'AAAsf'; Outlook Stable
Class A1-VF (NL0006005498): affirmed at 'AAAsf'; Outlook Stable
Class A2 (XS0306976696): affirmed at 'AAAsf'; Outlook Stable
Class A3 (XS0306977157): affirmed at 'A-sf'; Outlook revised to
  Stable from Negative
Class A4 (XS0306977314): affirmed at 'BBB-sf'; Negative Outlook
Class B1 (XS0306978981): affirmed at 'BB-sf'; Negative Outlook
Class B2 (XS0306979955): affirmed at 'B-sf'; Negative Outlook
Class S3 (XS0306981423): affirmed at 'Bsf'; Negative Outlook
Class S4 (XS0306981779): affirmed at 'BBB-sf'; Negative Outlook

Key Rating Drivers:

The affirmation reflects the transaction's stable performance
since the last review. The Fitch weighted average rating factor
has increased slightly to 28.8 as of October 31, 2013 from 28.5
as of October 31, 2012, below its threshold of 30 and is passing.
Defaulted assets remained at 0.49% of the portfolio principal
balance since the last review. The transaction has also benefited
from a significant increase in the weighted average spread of the
portfolio, which would support the transaction if interest
diversion is triggered. The weighted average spread has increased
to 4.18% as of October 31, 2013 from 3.69% as of October 31, 2012
and is above its trigger of 3.13%. This increase has allowed the
manager to use the flexibility provided by the Fitch test matrix
to choose a point with higher weighted average spread but lower
weighted average recoveries.

The overcollateralization (OC) tests have been passing since
close. The class A2 OC test level is currently 132.24%, above its
threshold of 121.87%. The class A interest coverage (IC) test has
been passing since close and is currently 1182.46%, above its
threshold of 110%. The increased level of the IC test is due to
the combination of an increasing weighted average spread on the
assets, and a lower cost of the liabilities. The Negative Outlook
on the class A4 through S4 notes continues to reflect potential
sensitivity to the leveraged loan refinancing wall.

Rating Sensitivities:

Fitch ran various rating sensitivity stresses on the transaction
to outline the impact on the notes' ratings if the key risk
drivers -- default rates and recovery rates -- were stressed.
Increasing the default probability by 25% would likely result in
a downgrade of up to two notches on the senior notes while having
a limited impact on the mezzanine and junior notes. Furthermore,
applying a recovery rate haircut of 25.0% on all the assets would
likely result in a downgrade of up to one notch on the senior and
mezzanine notes and no material negative impact on the junior
notes.

The class A1-T, A1-VF and A2 notes' ratings address the timely
payment of interest and the ultimate repayment of principal by
the stated maturity date as per the governing documents. The
class A3, A4, B1, and B2 notes' ratings address the ultimate
payment of interest and the ultimate repayment of principal by
the stated maturity date as per the governing documents. The
class S3 and S4 ratings address the ultimate receipt of the rated
balance from all funds received on their components, by the legal
final maturity date.

Harbourmaster Pro-Rata CLO 3 B.V. is a managed cash arbitrage
securitisation of secured leveraged loans, primarily domiciled in
Europe. In particular, non-euro-denominated assets, other than
hedged collateral obligations, comprise 14.2% of the portfolio
principal balance, as of the latest trustee report. The portfolio
is managed by Blackstone/GSO Debt Funds Europe Limited and the
reinvestment period will end in September 2014.


NORTH WESTERLY: S&P Assigns Prelim. BB Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services has assigned preliminary
credit ratings to NORTH WESTERLY CLO IV 2013 B.V.'s class A-1, A-
2, B, C, D, and E notes.  At closing, NORTH WESTERLY CLO IV 2013
will also issue an unrated subordinated class of notes.

S&P has assessed the credit quality of the collateral portfolio.
The portfolio is diversified, comprising broadly syndicated
speculative-grade European senior secured term loans and bonds.

"Our preliminary ratings also reflect the available credit
enhancement for the rated notes through the subordination of cash
flows payable to the junior notes.  We subjected the capital
structure to our cash flow analysis to determine the break-even
default rate for each rated class of notes.  In our analysis, we
used the target par amount, the covenanted weighted-average
spread, the covenanted weighted-average coupon, and the
covenanted weighted-average recovery rates.  We applied various
cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category," S&P said.

The preliminary ratings assigned to the notes are commensurate
with S&P's assessment of available credit enhancement following
its credit and cash flow analysis.  S&P's analysis shows that the
credit enhancement available to each rated class of notes was
sufficient to withstand the scenario default rates and defaults
applicable under the supplemental tests outlined in S&P's
corporate collateralized debt obligation (CDO) criteria.

S&P considers that the transaction's downgrade provisions
adequately mitigate the transaction's exposure to counterparty
risk under its current counterparty criteria.

Following the application of S&P's criteria for nonsovereign
ratings that exceed eurozone sovereign ratings, it considers the
transaction's exposure to country risk to be sufficiently
mitigated at the assigned preliminary rating levels.

NORTH WESTERLY CLO IV 2013, incorporated in the Netherlands, is a
bankruptcy-remote special-purpose entity (SPE) under our European
legal criteria.

NORTH WESTERLY CLO IV 2013 is a cash flow collateralized debt
obligation (CDO) securitization of a revolving pool, comprising
broadly syndicated senior secured floating-rate notes, fixed-rate
loans, senior unsecured, second lien, and mezzanine loans.  NIBC
Bank N.V. is the collateral manager.

RATINGS LIST

Preliminary Ratings Assigned

NORTH WESTERLY CLO IV 2013 B.V.
EUR305 Million Senior Secured Fixed- And Floating-Rate Notes
Including EUR36.5 Million Unrated Subordinated Notes

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

A-1               AAA (sf)         152.00
A-2               AAA (sf)          25.00
B                 AA (sf)           37.00
C                 A (sf)            17.50
D                 BBB (sf)          16.00
E                 BB (sf)           21.00
Sub               NR                36.50

NR--Not rated.



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


KRASNODAR REGION: Fitch Affirms BB+ Long-Term Currency Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Krasnodar Region's Long-term foreign
and local currency ratings at 'BB+', its National Long-term
rating at 'AA(rus)' and its Short-term foreign currency rating at
'B'. The Outlooks on the Long-term ratings are Stable.

Krasnodar Region's outstanding senior unsecured domestic bonds
(ISIN RU000A0JTBA3 and RU000A0JR225) of RUB14bn have also been
affirmed at 'BB+' and 'AA(rus)'.

Key Rating Drivers:

Fitch expects Krasnodar Region's direct risk to stabilize at
about 40%-46% of current revenue in 2013-2015, after having
increased to 47% in 2012 from 30% in 2011. Rapid debt growth was
primarily attributed to the Winter Olympic Games, which the
region will host in February 2014. Federal budget loans with
subsidized interest rates and prolonged maturities comprised 52%
of the region's direct risk in 2012.

The region's debt portfolio is diversified. Domestic bonds,
maturing in 2014-2017, accounted for 22% of 2012 direct risk
while commercial bank loans stood at 26%. The region's cash
position was strong with RUB22 billion cash reserves at end-2012.
However, a significant portion of the region's liquidity has been
committed to capital projects.

Fitch expects the region's sound operating performance to
continue in 2013-2015 with an operating margin at about 10%,
underpinned by its broad and dynamic tax base. Tax revenue has
grown about 20% yoy in 2010-2012. The operating balance is strong
and well above the region's debt-servicing liabilities.

Krasnodar Region's capex peaked at 40% of total expenditure in
2012, increasing from an average of 25% in 2007-2011. Fitch
expects the region to report near-balanced budgets starting in
2014 as major infrastructure projects will be completed by end-
2013.

Krasnodar Region has a strong and well-diversified economy, which
provides a broad tax base and growing tax revenue flows. The
region has eight international sea ports with cargo turnover
representing about 40% of Russia's total seaport turnover. The
region is home to a developed agricultural sector, a wide range
of industries, and seaside and ski resorts.

Rating Sensitivities:

Strong budgetary performance with an operating margin at about
20% over the medium-term, coupled with stabilization of direct
risk, would lead to an upgrade.

Debt growth leading to a sharp deterioration of direct debt-to-
current balance above the average maturity (currently 11 years)
of the region's debt would lead to a downgrade.

Key Assumptions:

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

The region will continue to have fair access to domestic
financial markets to enable it to refinance maturing debt.

Krasnodar Region will continue to benefit from the revenue inflow
underpinned by a strong industrial base and natural resource
endowment. The local economy will continue to demonstrate modest
economic growth.


KRASNOYARSK REGION: Fitch Affirms 'BB+' Ratings; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has revised the Russian Krasnoyarsk Region's
Outlooks to Stable from Positive and affirmed its Long-term
foreign and local currency ratings at 'BB+'. The agency has also
affirmed the region's National Long-term rating at 'AA(rus)' and
its Short-term foreign currency rating at 'B'.

Krasnoyarsk Region's outstanding senior unsecured domestic bonds
(ISIN RU000A0JRYP7, RU000A0JT8G7 and RU000A0JU5U1) of RUB33.3bn
have also been affirmed at 'BB+' and 'AA(rus)'.

Key Rating Drivers:

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

High:

Fitch has revised down its forecast on Krasnoyarsk region's
budgetary performance, which is likely to remain negatively
affected by changes in the fiscal regime enacted in 2012. The
agency expects the region's 2013 operating balance to be 8%-9% of
operating revenue (11%-12% expected in 1H13) before slowly
recovering in 2014-2015 to 10%-12%. The operating margin
decreased to 7% of operating revenue in 2012 (2011: 16.6%), while
its deficit before debt variation widened to 16.6% of total
revenue in 2012 (2011: 2.5%).

Fitch expects continued growth in the region's direct risk, up to
about 30% of current revenue by end-2013, and close to 35% in
2014-2015. Krasnoyarsk region issued a five-year domestic bond in
October 2013 and contracted bank loans to finance its budget
deficit; its direct risk increased to RUB42.6 billion as of
November 1, 2013 (2012: RUB27.4 billion).

Fitch also expects the region to continue to see its cash
position being gradually depleted during 2013-2015. Its interim
cash reserves fell to RUB13.8 billion as of November 1, 2013 from
RUB17.6 billion in 2012 and RUB27.6 billion in 2011. The region
terminated its cash deposits in commercial banks in 1H13.

Medium:

The region's administration expects the region's economy to
expand 2%-3% in 2013-2015. Economic growth in the region is
underpinned by the natural resources and non-ferrous metallurgy
sectors. The region's strong industrial profile supports above-
national average wealth metrics.

Taxation represented 85.9% of Krasnoyarsk region's operating
revenue in 2012 (2011: 85.5%). The region's tax base remains
concentrated as the 10 largest taxpayers accounted for 48% of
proceeds in 2012 (2011: 56%). The local economy is likely to
remain exposed to fiscal changes and/or volatile business cycles
in the primary sectors in the medium term.

Krasnoyarsk region's ratings also reflect the following rating
drivers:

Krasnoyarsk region funded sizeable capital outlays in 2012
amounting to 27% of total spending. The region's self-financing
capacity decreased in 2012 with current balance and capital
revenue covering only 48.6% of capex (2011: 91.1%). Fitch expects
the region to maintain capex at about 20%-25% of total spending
in the medium term.

Rating Sensitivities:

Consistently sound budgetary performance with an operating margin
above 10% leading to direct risk at below 30% of current revenue
on a sustained basis would be positive for the ratings.

Continued increase in debt to above 50% of current revenue,
accompanied by a weaker operating margin below 5% in the medium
term, would lead to downward pressure on the ratings.

Key Assumptions:

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

The region will continue to have fair access to domestic
financial markets to enable it to refinance maturing debt.

Krasnoyarsk Region will continue to benefit from the revenue
inflow underpinned by a strong industrial base and natural
resource endowment. The local economy will continue to
demonstrate modest economic growth.


TVER REGION: Fitch Assigns 'B' Currency Ratings; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Russia's Tver Region Long-term foreign
and local currency ratings of 'B', a Short-term foreign currency
rating of 'B' and a National Long-term rating of 'BBB+(rus)'. The
Outlooks on the Long-term ratings are Stable.

The rating action also affects the region's RUB10.85bn senior
unsecured domestic bond (ISINs RU000A0JQ2E8, RU000A0JQN04,
RU000A0JR639, RU000A0JTGN5, RU000A0JUAX5).

Key Rating Drivers:

The ratings reflect the region's weak operating performance with
a negative operating balance since 2011, significant debt burden
accompanied by high refinancing pressure and evolving national
institutional framework. The ratings also factor in the modest
but diversified regional economy and low contingent liabilities.
The key rating drivers and their relative weights are as follows:

High:
Fitch expects the region's operating performance will remain weak
in the medium term with operating balance around zero of
operating revenue. The current balance will remain negative. In
2012 the region's operating balance deteriorated to negative 5.3%
of operating revenue (2011: negative 0.8%) due to a decrease in
current transfers from the federal budget. In the meantime, the
region's taxes increased by 13% yoy in 2012. Operating
expenditure growth in 2012 was low at 3.5% yoy, despite the
continued pressure driven by higher staff costs mandated by the
Russian President in May 2012.

Fitch believes the region's high deficit before debt variation
will gradually narrow from an expected 10% of total revenue in
2013 to 5% in 2015 due to planned capex reduction. In 2012 the
deficit peaked at 14.4% of total revenue and was largely financed
by new borrowings, which led to further growth of direct risk to
59% of current revenue (2011: 48%).

Fitch expects the region's direct risk will amount to almost
RUB25 billion in the end-2013, which will correspond to 60% of
full-year current revenue. Fitch also expects stabilization of
direct risk in the medium term at this level in 2014-2015 driven
by a shrinking deficit.

High refinancing pressure will remain a concern. Over 2013-2016
the region will have to refinance 90% of total debt stock. Fitch
believes the region will not have problems with access to
capital, but the cost of borrowing could increase. The
administration plans to stop using short-term bank loans for
refinancing in 2015 and use longer-term debt instruments, which
will contribute to the smoother maturity profile and ease annual
refinancing pressure.

The region's contingent liabilities are low and limited to
immaterial debt of public sector entities (PSEs). The region has
not had any outstanding guarantees since 2011 and does not plan
to provide them in the medium term.

Medium:
The ratings are negatively affected by the evolving nature of the
institutional framework for local and regional governments (LRGs)
in Russia. It has a shorter track record of stable development
than many of its international peers. The predictability of
Russian LRGs' budgetary policy is constrained by the continuous
reallocation of revenue and expenditure responsibilities between
the tiers of government.

Tver Region's ratings also reflect the following key rating
drivers:

The region has a moderately developed economy, which is dominated
by a well-diversified industrial sector. The administration
expects the regional economy will demonstrate modest growth of
1.3% in 2013 underpinned by further development of the industrial
sector and development of the service sector. The administration
plans to benefit from the region's favorable location between two
most important national cities -- Moscow and Saint Petersburg --
and develop the network of logistic centers.

Rating Sensitivities:

Stabilization of direct risk at the level below 65% of current
revenue and restoration of positive current balance would lead to
an upgrade.

The inability to narrow deficit below 10% of total revenue in
2014 coupled with a negative operating balance and continuously
high refinancing pressure would lead to a downgrade.



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


AUTOVIA DEL CAMINO: S&P Affirms 'BB+' Rating on EUR320MM Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB+' Standard & Poor's underlying ratings (SPURs) on the EUR320
million of senior secured bank loans issued to Spanish toll road
project Autovia Del Camino S.A. (Camino).

Subsequently, S&P withdrew the ratings at the issuer's request.
S&P also withdrew the recovery ratings of '3' on the loans.  At
the time of the withdrawal, the outlook was stable.

Traffic volume for Spanish toll road project Autovia del Camino
S.A. (Camino) has contracted materially since mid-2011 and
traffic prospects remain weak.  In addition, S&P understands that
the Spanish government has not yet set completion dates for the
construction of a number of feeder roads on which Camino relies
for traffic volume growth.

At the time of the withdrawal, the SPURs on the loans reflected
S&P's view of the risk to the project from fluctuating traffic
volumes, as well as its assessment of its financial structure as
aggressive.  These risks were partly offset by Camino's sound
rationale, with a supportive concession framework and strong
support from the highly rated government of Navarre
(BBB+/Negative/--), which granted the concession.  The ratings
were also supported by Camino's strong liquidity.

The outlook was stable at the time of the withdrawal, reflecting
S&P's expectation that traffic volumes are not likely to
significantly deteriorate further.


CAJA SAN FERNANDO: S&P Puts 'CCC-' Note Ratings on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on Caja San Fernando CDO I Fondo de
Titulizacion de Activos' class A1, A2, B, C, and D euro-
denominated notes, and the class A1 and A2 U.S. dollar-
denominated notes.

The rating actions follow S&P's receipt of an early liquidation
notice (dated Nov. 26, 2013).  The transaction documents do not
provide for this liquidation.  The trustee has advised that all
noteholders have agreed to liquidate the transaction early.  The
legal maturity of the notes is December 2095.

S&P understands that a bidding process for the outstanding assets
in both pools took place on Dec. 5, 2016.  S&P has been advised
by the trustee that the proceeds received from the sale of the
assets will be used to liquidate the transaction.  Once S&P is
notified by the trustee of the final sale proceeds, it will
resolve the CreditWatch placements.  This will include assessing
the volume of sale proceeds against the size of outstanding
liabilities.  If the sale proceeds are insufficient to repay
outstanding liabilities, S&P will likely lower its ratings on the
notes to 'D (sf)'.  S&P expects to resolve the CreditWatch
placements before the liquidation date of the notes.

Caja San Fernando CDO I is a static cash flow collateralized debt
obligation (CDO) transaction that securitizes structured finance
securities.  The transaction closed in February 2005.

RATINGS LIST

Class                  Rating
            To                      From

Ratings Placed On CreditWatch Negative

Caja San Fernando CDO I Fondo de Titulizacion de Activos
EUR119.7 Million Fixed- And Floating-Rate Notes

A1          BBB- (sf)/Watch Neg     BBB- (sf)
A2          BB+ (sf)/Watch Neg      BB+ (sf)
B           B+ (sf)/Watch Neg       B+ (sf)
C           CCC+ (sf)/Watch Neg     CCC+ (sf)
D           CCC- (sf)/Watch Neg     CCC- (sf)

Caja San Fernando CDO I Fondo de Titulizacion de Activos
US$171 Million Fixed- And Floating-Rate Notes

A1          CCC- (sf)/Watch Neg     CCC- (sf)
A2          CCC- (sf)/Watch Neg     CCC- (sf)


EMPARK APARCAMIENTOS: S&P Assigns Preliminary 'BB-' CCR
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' preliminary
long-term corporate credit rating to Spanish car park concession
operator EMPARK Aparcamientos y Servicios, S.A.  The outlook is
stable.

At the same time, S&P assigned 'BB-' preliminary ratings to
Empark's proposed EUR235 million secured fixed-rate notes due
2019 and EUR150 million secured floating-rate notes due 2019.
The recovery rating on both issues is '4'.

S&P would assign final ratings only if Empark successfully issues
the senior secured notes.  In addition, Empark would have to put
into place a multi-year committed revolving credit facility of
EUR30 million and have at least 20% headroom under any financial
covenants.

Accordingly, the preliminary ratings should not be construed as
evidence of the final rating.  If Standard & Poor's does not
receive the final documentation within a reasonable time frame,
or if the final documentation departs from the materials S&P has
already reviewed, it reserves the right to withdraw or revise its
ratings.

The rating on Empark reflects S&P's assessment of the company's
"strong" business risk profile and "highly leveraged" financial
risk profile.

Empark's "strong" business risk profile reflects S&P's view that
the company benefits from long-term concessions over key parking
infrastructure in major cities across Spain and Portugal.  In
these markets, Empark operates the highest number of parking
spaces.  Despite significant economic pressures, the company has
managed to maintain EBITDA margins above 30% through regulated
price increases and cost efficiencies -- this supports S&P's view
of the company's business risk profile.  S&P sees it as important
that Empark has no significant exposures to Spanish or Portuguese
municipalities, given the current economic conditions in Spain
and Portugal.  It typically collects money from customers, rather
than municipalities.  Where it collects on behalf of the
municipalities, it can typically deduct its costs before passing
the money to the municipalities.

These strengths are partially offset by the weak Spanish and
Portuguese economies.  In S&P's view, macroeconomic conditions
could weigh on revenues at Empark's businesses by reducing demand
for parking.  As well as owning and managing its own car parks,
the company also manages car parks for others on a contract
basis; we see the contract management business as significantly
weaker than the core business because the contracts are for short
terms and are less profitable.

S&P's financial risk profile of "highly leveraged" reflects its
view that Empark will have a weighted-average funds from
operations (FFO) to debt ratio of about 5% for the next two
years.

S&P's rating on Empark also reflects its view that Empark's
competitive position is at the lower end of the strong category.
Empark's scale and diversification are lower than those of other
transport infrastructure providers with "strong" business risk
profiles.  As a result, S&P adjusts down Empark's anchor of 'bb'
to reach the 'BB-' preliminary rating.

S&P's base-case scenario assumes:

   -- 2013 will be difficult as macroeconomic conditions in Spain
      and Portugal mean real GDP in both countries is likely to
      decrease.  Therefore, S&P anticipates that volumes in
      Empark's off-street parking concessions will drop between
      6%-8% in 2013, offset by regulated price increases.

   -- Thereafter, S&P expects off-street parking volumes to
      increase at twice the growth rate for weighted GDP in Spain
      and Portugal.

   -- Centralizing off-street facilities will continue to benefit
      EBITDA margins in the off-street business division in 2013
      and in 2014.

   -- Revenue from on-street parking will grow modestly by 1%-3%,
      while cost-saving initiatives enable Empark's EBITDA margin
      to improve to between 18%-20%.

   -- S&P expects management contract business to be broadly
      neutral to the consolidated EBITDA.

   -- Positive free operating cash flow generation after about
      EUR14 million of capex, which should allow some debt
      reduction over the medium term.

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

   -- EBITDA margin of between 33%-35% in 2013 and 2014;

   -- Weighted-average adjusted FFO-to-debt ratio of above 5%;
      and

   -- Adjusted debt to EBITDA below 8x over the next two years

The stable outlook reflects S&P's view that Empark will be able
to maintain adequate liquidity over the next 12 months and that
management is unlikely to take actions that would lead to a
material increase in leverage beyond S&P's base case.

S&P could reduce the rating if Empark's business risk profile
weakens to "satisfactory."  This could occur if the company was
unable to maintain adjusted EBITDA margins above 30% -- in S&P's
view, this would highlight weakness in the company's competitive
position.  S&P could also lower the ratings if its view of actual
or potential volatility in profitability rose higher than it
currently anticipates, for example, after a deterioration in
economic conditions in Spain or if the company's on-street and
contract management businesses grew materially.  S&P could also
take a negative rating action if it assessed liquidity as "less
than adequate" or if management started to pay dividends before
debt to EBITDA declined below 6x, which Empark indicated to S&P
was its current financial policy.

S&P could raise the rating if adjusted FFO to debt increased on a
sustainable basis to materially above 6%.  In S&P's view, this
will require a rise in Spanish and Portuguese GDP growth, which
would trigger greater use of off-street parking facilities.  This
could happen if the company was able to increase revenues by 3%
and EBITDA margin improved to above 34%.  FFO to debt could also
improve to above 6% if Empark reduced debt more quickly than S&P
currently anticipates, for example, through better cash
management or lower capex.


HELLERMANNTYTON GROUP: S&P Raises CCR to 'BB'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it had raised its
long-term corporate credit rating on U.K.-based cable management
solutions provider HellermannTyton Group PLC to 'BB' from 'BB-'.
The outlook is stable.

At the same time, S&P raised the issue rating on
HellermannTyton's senior secured notes, issued by HellermannTyton
Finance PLC, by one notch, in conjunction with the upgrade of the
parent.  The recovery rating on this debt remains unchanged at
'3', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.

The ratings were removed from CreditWatch, where S&P placed them
with positive implications on Nov. 26, 2013.

The upgrade primarily reflects a positive reassessment of S&P's
profitability indicators, as part of HellermannTyton's business
risk profile.  The company's operating profitability, measured by
the EBITDA margin, commonly above 18% for HellermannTyton, has
been above-average when compared with that of most capital goods
companies, and also less volatile.  This is a key factor
supporting S&P's assessment of the group's competitive position
as "fair."

HellermannTyton is a global manufacturer and provider of high-
performance cable management solutions.  Thanks to its customized
product offering and efficient mass production, the company is
able to charge high prices in its market while operating with
sound profitability.  These factors are offset, however, by the
HellermannTyton group's exposure to volatile end markets such as
the automotive industry, and its small size relative to other
companies S&P rates in the sector.

S&P's business risk assessment also incorporates its view of the
capital goods industry's "intermediate" risk and "low" country
risk.  HellermannTyton sells its products to manufacturers and
original equipment manufacturers based in Europe, the Middle
East, Africa, the Americas, and Asia.

The stable outlook reflects S&P's view that the HellermannTyton
group will maintain its operating performance, with a reported
EBITDA margin of about 18% in 2013 and 2014.  S&P also takes into
account its forecast of continued stable moderate free cash flow
generation, which should help the group maintain an "adequate"
liquidity profile.  S&P considers a ratio of adjusted funds from
operations (FFO) to debt in the 20%-30% range as commensurate
with the rating.  At the same time, S&P expects the group to
generate at least neutral discretionary cash flow over the next
few years.

Ratings upside could arise if the HellermannTyton group's
business risk profile strengthened, which would simultaneously
improve its generation of sustainable positive discretionary cash
flow.

S&P could lower the rating if the group's credit metrics
deteriorated following a significant shortfall in cash flow
generation compared with S&P's forecasts.

This could be caused by a severe global recession, leading to a
drop in earnings.  Further downside rating risk could arise if
the group adopted a more aggressive financial policy, translating
into significant dividend payments and pronounced spending on
acquisitions.  The group's ensuing higher leverage would likely
move the ratio of FFO to debt to below 20% and lead to negative
discretionary cash flow generation, in turn triggering a
downgrade.


INSTITUTO VALENCIANO: S&P Affirms 'BB-/B' Issuer Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-/B'
long- and short-term issuer credit ratings on financial agency
Instituto Valenciano de Finanzas (IVF), based in Spain's
Autonomous Community of Valencia (Valencia).

The ratings on IVF reflect S&P's view of the strength of
Valencia's explicit statutory guarantee, under which it considers
IVF's liabilities as its own debt.

IVF is included in Valencia's European Accounting Standards
(EAS)-95 public sector consolidation scope.  Consequently, IVF's
debt owed to international banks or capital markets is covered by
the liquidity support that Spain's central government provides to
Valencia though Spain's regional liquidity fund, Fondo de
Liquidez Autonomico, or FLA.

In addition, S&P sees IVF as a government-related entity (GRE).
S&P considers that there is an "almost certain" likelihood that
Valencia would provide timely and sufficient support to IVF if
needed, according to its GRE criteria.  S&P bases its view on its
assessment of IVF's:

   -- "Critical" role for the region. IVF carries out key
      functions that a private entity could not undertake, such
      as managing regional debt and public credit policy.
      Consequently, S&P thinks that the markets would perceive a
      default by IVF as tantamount to a default by the region,
      especially considering Valencia's financial guarantee
      covering IVF's debt.  In S&P's view, IVF's importance to
      Valencia is also reflected in the regional government's
      strong involvement in IVF's management and stable
      financial support; and

   -- "Integral" link with Valencia, considering that it exerts
      total control over IVF's strategy and day-to-day
      operations, and carries out extremely tight financial
      oversight.

Based on IVF's "critical" role for and "integral" link with
Valencia, as S&P's GRE criteria define these terms, S&P equalizes
the ratings on IVF with those on Valencia.

S&P has revised down its assessment of IVF's stand-alone credit
profile (SACP) to 'ccc' from 'b', and then withdrawn it.  S&P
considers that IVF's SACP is no longer meaningful.  In S&P's
view, IVF's financial metrics are a reflection of its public-
policy role and total integration within Valencia's budget.  In
addition, S&P thinks IVF would not exist as an independent
financial institution, separated from Valencia's budget.

The negative outlook on IVF mirrors that on Valencia.  If S&P
downgraded Valencia, it would downgrade IVF, all other things
being equal.

S&P could affirm the ratings on IVF and change the outlook on its
long-term rating to stable, if:

   -- S&P revised Valencia's outlook to stable; and

   -- S&P continued to view IVF's link with Valencia as
      "integral" and its role for Valencia as "critical."


PORT AVENTURA: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B-' corporate credit rating to Spanish destination
resort Port Aventura Entertainment, S.A. (PortAventura).  The
outlook is stable.

At the same time, S&P assigned a preliminary 'B-' issue rating to
PortAventura's proposed EUR400 million senior secured bonds to be
issued by PortAventura's newly incorporated financing vehicle
Port Aventura Entertainment Barcelona B.V.  The preliminary
recovery rating on the pass-through loan is '4', indicating S&P's
expectation for average (30%-50%) recovery to lenders in the
event of a payment default.

The preliminary ratings are based on preliminary information and
are subject to the successful closing of the notes issue and
S&P's satisfactory review of the final documentation.

The ratings reflect S&P's assessment of PortAventura's business
risk profile as "weak," its management and governance score as
"fair," and its financial risk profile as "highly leveraged,"
according to its criteria.

"Our assessment of PortAventura's business risk profile is
constrained by its reliance on a single-asset property for cash
flow generation, limited operating and geographical diversity
with material exposure to Spanish macroeconomic trends, high
fixed cost base, and substantial seasonality of operations,
despite exhibiting solid profitability metrics.  PortAventura
generates approximately 80% of EBITDA in the third quarter, which
further exposes the company to possible event risks.
Additionally, as a leisure destination resort, PortAventura is
exposed to discretionary consumer spending -- much more than
regional parks, for example -- where entry prices tend to be more
affordable, in our opinion," S&P said.

However, S&P notes that these constraints are partly offset by:

   -- PortAventura's leading EBITDA margins, with a successful
      track record in yield management that has enabled the
      company to demonstrate marked improvements throughout
      Spain's recent recession;

   -- Fairly high barriers to entry given the high capital
      intensiveness of the industry; and

   -- Favorable location in terms of good weather and an
      attractive tourism market, which is reflected by 40% of
      PortAventura's visitor base comprising international
      guests.

S&P assess PortAventura's financial risk profile as "highly
leveraged," primarily reflecting the company's high debt to
EBITDA of above 5.0x, and free operating cash flow (FOCF) to debt
of below 5.0%.  S&P also notes that the financial risk profile
assessment is constrained by the financial sponsor ownership of
the company, according to its criteria.

S&P believes that PortAventura's financial policy has a negative
impact on its assessment.  In S&P's opinion, the company
shareholders' financial policy is very aggressive, with the
proposed notes issue including a considerable dividend
recapitalization.  S&P understands this is also in the context of
investment firm Kohlberg Kravis Roberts's recent 49.99% stake
acquisition, with Investindustrial retaining control with 50.01%.
Furthermore, S&P do not rule out further releveraging from
shareholders to maximize returns.

PortAventura, which is located on the Costa Dorada in Spain, is
the second destination resort in Europe (after Euro Disney) by
number of resort rooms and fourth by number of visitors.  The
resort includes a main park with six themed areas, a water park,
four hotels with a total of 2,000 rooms, and a convention center
with capacity for 4,000 people.

In S&P's base case it assumes:

   -- Low-single-digit percentage organic growth in revenues for
      2014 and 2015, supported by a slight increase in
      attendance, driven by new rides and the recent enlargement
      of the water park, and net revenue per capita growing in
      line with inflation;

   -- Flat EBITDA margin in 2014 and 2015, remaining near 40%
      (which compares favorably with other theme park operators
      S&P rates); and

   -- Capital expenditures (capex) of 8%-10% of revenues,
      assuming the addition of new rides every year, which S&P
      understands are discretionary and not committed, given that
      most maintenance costs are expensed.

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

   -- An adjusted debt-to-EBITDA ratio of 5.5x-6.0x over the next
      two years;

   -- Adjusted EBITDA interest coverage close to 2.0x over the
      same period; and

   -- Adjusted FOCF to debt below 5% over the same period.

The stable outlook reflects S&P's expectation that despite the
seasonal nature of the business, it thinks that PortAventura will
continue to generate positive FOCF, sustain EBITDA interest
coverage of about 2.0x, and maintain adequate liquidity,
primarily given its flexibility to cut capex if needed.

                          Upside scenario

S&P could take a positive rating action if PortAventura's
profitability improved more than it assumes in its base-case
scenario, leading to EBITDA interest coverage that is comfortably
and consistently more than 2.5x, and debt to EBITDA falling below
5.0x.  Moreover, improved diversification and less seasonal cash
flows, while maintaining resilient operations and solid
profitability metrics, could also lead S&P to reassess the
business risk score.

                        Downside scenario

S&P could consider a negative rating action if adverse operating
developments cause PortAventura's financial metrics to
deteriorate sharply, causing the capital structure to become
unsustainable. Specifically, the rating could come under pressure
if EBITDA interest coverage falls below 1.0x, or if S&P reassess
liquidity as less than adequate.



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


ASR LTD: Boscombe Reef to Reopen After a Council Gets Payouts
-------------------------------------------------------------
Adam Williams at BBC News reports that Europe's first artificial
surf reef is set to be reopened in April after a council received
two insurance payouts to fund repairs.

The GBP3.2 million structures in Boscombe, Dorset, had to be
closed in 2011 after sandbags were damaged by an unidentified
boat's propeller, according to BBC News.  The report relates that
Bournemouth council has now received GBP306,531 from its insurers
after a two-year wait.

The authority is set to commission a firm to carry out the
repairs, BBC News notes.


CAREER SKILLS: Tutors Furious After Losing Jobs Without Notice
--------------------------------------------------------------
Daily Echo reports that tutors at New Career Skills are furious
after losing their jobs without any notice after the training
center closed its Chandler's Ford center following
administration.

Dave Morrissey, an electrical tutor at the training centre, said
he is one of around ten staff told their jobs were gone in a
"devastating" bolt from the blue, according to Daily Echo.

The report relates that although the company has made 40 more
redundancies at head office and its Watford and Doncaster
branches, Chandler's Ford is the only center to close.

"A gentleman and a lady came in and said they were the receivers,
that NCS was in administration and that we no longer had a job .
. . . They said there was no money to pay this month's wages and
no money for redundancy so we would have to go down the
government redundancy route," the report quoted Mr. Morrissey as
saying.

Allan Watson Graham and Jane Moriarty of auditors KPMG have been
appointed joint administrators.

The report notes that a KPMG spokesman said the Southampton
branch was closed because it was "not financially sustainable"
and had fewer students than the other branches.   The spokesman
added wages and redundancy would be handled by the government as
it was standard practice when a company goes into administration,
the report relates.

Headquartered in Hastings, New Career Skills provides practical
and home based courses at three centres in Doncaster, Southampton
and Watford.  It caters to 1,500 students.


DENE FILMS: Goes into Liquidation, Shocks Public
------------------------------------------------
The Journal reports creative industries in the North East have
been dealt a blow with three companies being wound up.

Despite major success in the past, Dene Films, Ipso Facto Films
and Qurios Entertainment have all now ceased trading, according
to The Journal.

The report notes that Steve Salam, the director of Dene Films,
said the decision to pull the plug had been a hard one but the
right one.  The report relates that Mr. Salam said that despite
its record of success, his company had been struggling for some
time in the face of overwhelming debt.

The report notes that the company became a victim of its own
success when in 2010 it took out a GBP650,000 loan to help it
grow, just as the double-dip recession hit, and it now goes into
liquidation with debts of almost half a million.

The report says that the most recent casualty means the loss of
14 jobs.  Three years ago, Dene had 32 staff and just in August
the company group was employing 25 people, the report discloses.

The report relays that Newcastle's Ipso Facto Films folded after
10 years of trading and Qurios Entertainment, in spite of TV
credits including Spooks and Tracy Beaker Returns, also saw work
dry up and folded.

Dene Films is a Newcastle-based production company which had been
producing for nearly 22 years.


GEORGE MORRISON: Placed Into Liquidation
----------------------------------------
Herald Scotland reports that George Morrison Ltd has been placed
into liquidation, after the company suffered trading challenges
amid the economic downturn.

All 18 of the company's employees have been made redundant, the
report says.

The company appointed Derek Forsyth --
derek.forsyth@campbelldallas.co.uk -- of accountancy firm
Campbell Dallas to act as provisional liquidator of the family-
run business, which had been operating for more than 45 years.

Mr. Forsyth said directors had worked tirelessly to keep the
business going, the report adds.

George Morrison Ltd is an Inverness-based building contractor and
kitchen retailer.


HASTINGS RAIL: Ceases Trading, Enters Liquidation
-------------------------------------------------
Business Sale Report says that Hastings Rail Catering Services
Ltd has ceased trading and entered liquidation after struggling
to generate sufficient revenue to continue.

The business traded on board Southeastern Rail on its Hastings to
London Charing Cross route.  It sold refreshments under the name
'Grub on the Go' but ceased trading at the end of October this
year, according to Business Sale Report.

Jon Beard -- jon.beard@begbies-traynor.com -- and John Walters --
john.walters@begbies-traynor.com -- partners with Begbies
Traynor, were appointed as joint liquidators on November 29 and
were advised by the directors that the best way to continue was
to put the business into a creditors' voluntary liquidation, the
report notes.

The report discloses that Ray Chapman, a director with Hastings
Rail Catering Services, explained that the team was
"disappointed" that they could not continue to operate the firm.

"Revenues, when not affected by matters beyond the company's
control, demonstrated that there is a viable business to be
operated and we understand discussions are under way between
Southeastern and former employees of the company regarding
recommencing catering services on their routes," the report
quoted Mr. Chapman as saying.

The report adds that at the moment, it is unclear what will
happen to the company's assets.  A total of 11 employees have
been made redundant due to the closure of the firm.


HINCKLEY UNITED: Fans Campaign to Resurrect Club
------------------------------------------------
Leicester Mercury reports that diehard football fans are
campaigning to resurrect their beloved club Hinckley United from
the ashes of liquidation by forming a new sporting trust.

According to Leicester Mercury, supporters are still reeling from
the winding up of Hinckley United at the High Court in Birmingham
on October 7, ending more than 100 years of football in the town.

But the fightback has begun with a band of fans forming a working
group determined to write a new chapter in United's history, the
report says.

"Since the demise of our beloved Hinckley United, we have been
thinking of a way to bring football back to the town with a club
free from the shackles of the old regime," Leicester Mercury
quotes spokesman Russ Abbott from Hinckley as saying.  "We think
a football club is almost unique in the way it brings people
together in the community.  So we have formed a working group to
see if, like us, there are other people who believe having a
football club for the town is a good thing."  Mr. Abbott has
supported the Knitters for more than 16 years, the report notes.

The report says the group insists any new club should be run for
and by the fans and is looking to the example set by fans of
clubs such as AFC Telford United and Portsmouth -- which formed
under similar circumstances -- and to two of European football's
giants.

Hinckley fans have sought help from Supporters Direct, an
organisation which has helped with the formation of other
community-owned clubs, Leicester Mercury relates.

The new club would feature democratic ownership, one-member-one
vote to elect directors and full consultation on big decisions,
the report adds.


MILLBURN INSURANCE: Goes Into Administration
--------------------------------------------
Millburn Insurance Company Limited was placed into administration
by the High Court on December 9, 2013.

Neil Mather -- neil.mather@begbies-traynor.com -- and Christopher
Morris -- chris.morris@begbies-traynor.com -- of Begbies Traynor
were appointed as Joint Administrators.  They are currently
assessing the financial position of the company and will release
further information as soon as possible.  Insurance policies
issued by the company remain valid, but it is unable to pay
claims pending assessment of its financial position.

Policyholders (including those with claims) should contact their
insurance brokers in the first instance for assistance.  Eligible
policyholders may be entitled to compensation from the Financial
Services Compensation Scheme if the company is unable to pay
their claims.

All other enquiries regarding the affairs of the company should
be sent to:

         Millburn Insurance Company Limited
         C/O Begbies Traynor
         32 Cornhill
         London
         EC3V 3BT
         Tel: 020 7398 3804
         E-mail: millburn@begbies-traynor.com


SMITH & JONES: Formally Goes Into Liquidation
---------------------------------------------
thisisthewestcounty.co.uk reports that Smith & Jones Joinery of
Chard has gone into liquidation.

The company, which was established in the town 45 years ago,
closed its doors at its Furnham Road Trading Estate site on
November 1, making 13 staff redundant, the report says.

"This is a very typical story. It is just another struggling firm
which has become a casualty of the recession," the report quotes
liquidator Tim Close of Milsted Langdon, as saying.  "Like lots
of businesses it was just about holding its own, but the final
straw was losing a major contract."

It is thought creditors are unlikely to get any outstanding
money, while employee claims will be dependent on whether amounts
due to the company can be realized, thisisthewestcounty.co.uk
notes.

Smith & Jones Joinery specialised in manufacturing bespoke,
architectural, traditional and contemporary joinery and was
founded by John Smith and John Jones in 1968, when they were
demobbed from the RAF.



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


EUROPE: Finance Ministers Reach Consensus on Bank Wind-Up System
----------------------------------------------------------------
Gabriele Steinhauser and Tom Fairless at The Wall Street Journal
report that finance ministers from the biggest euro-zone
countries reached a political understanding on a new system for
winding down failing banks, but final signoff will have to wait
until next week.

According to the Journal, under the proposed deal, decisions on
the shuttering or downsizing of banks would be more centralized
and the costs of such resolutions would eventually be shared
among European countries.

The main points of the plan were drawn up by the finance
ministers of Germany, France, Italy, Spain and the Netherlands on
the sidelines of a broader meeting of delegates from all 28
European Union countries in Brussels, the Journal says, citing
several European officials.  The officials, as cited by the
Journal, said that those points are expected to carry a broader
deal on the so-called Single Resolution Mechanism at another
meeting of finance ministers next Wednesday.

"When it comes to the framework of a political accord, there is
no ambiguity.  These are agreed and we will not come back on
them," the Journal quotes French Finance Minister Pierre
Moscovici, as saying while stressing that many details still need
to be ironed out.

Although the plan falls short of proposals made this summer by
the European Commission, the EU's executive, agreement on the so-
called Single Resolution Mechanism would still bring the euro
zone one step closer to breaking the link between banks and their
home countries' governments, the Journal notes.

Expensive bank bailouts, exacerbated by national authorities
unwilling to deal with problems as they built up, have ruined the
finances of Ireland, Spain and other euro-zone countries in
recent years, the Journal discloses.

The push for a more-centralized system for shutting down banks
comes hand in hand with efforts to force investors and creditors
to pick up much of the bill if a bank fails, the Journal states.

Yet some external money may still be necessary during a
resolution, for instance to provide short-term liquidity or
recapitalize parts of a bank that can be sold off, the Journal
says.  Where exactly that money should come from has been at the
center of the debate among finance ministers in recent months,
the Journal notes.

German Finance Minister Wolfgang Schauble said that in the first
few years, the cost of winding down banks will remain largely in
national hands, the Journal relates.  Only once national
resolution funds have been filled out with bank levies over a
decade or so can they be merged into a single fund, the Journal
relays.

During the interim period, national funds will be able to tap
each others' resources, starting at 10% of the total cost of
resolving a bank in the second year and increasing by 10% every
year, the Journal says, citing an official involved in the
discussion and a draft document outlining the plan.

According to the Journal, national authorities also look set to
retain a lot of control over when and how a bank will be wound
down.  The document said that decisions to resolve a bank would
be prepared by a board consisting of national resolution
authorities and then approved by the European Commission, the
Journal notes.  However, if the commission disagrees with the
board's plan, finance ministers would make the final call by
simple majority, the Journal relays.


                            *********

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

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *