TCREUR_Public/140110.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Friday, January 10, 2014, Vol. 15, No. 7

                            Headlines

F I N L A N D

TALVIVAARA MINING: To Lay Off Nearly Half of Staff at Nickel Mine


F R A N C E

CREDIT AGRICOLE: Fitch Rates Subordinated Notes 'BB+(EXP)'
CREDIT AGRICOLE: S&P Rates Add'l Tier 1 Subordinated Notes 'BB+'


G E R M A N Y

VOLKSWERFT: Scandlines Makes Offer for Two Vessels


G R E E C E

NEWLEAD HOLDINGS: Regains Compliance with $1-Bid-Price Rule


I R E L A N D

* Number of Corporate Insolvencies Fall 18% in 2013


I T A L Y

ENEL SPA: S&P Assigns 'BB+' Rating to Jr. Subordinated Securities


N E T H E R L A N D S

HARBOURMASTER CLO 8: Fitch Affirms 'Bsf' Rating on Class E Notes


R U S S I A

SPARTAK NALCHIK: Out of League Following Financial Woes


S P A I N

CAJAMAR EMPRESAS 4: Fitch Affirms CCC Rating on Class B Notes


U N I T E D   K I N G D O M

MOTHERCARE PLC: Profit Warning Casts Doubt on Turnround Plan
RSA INSURANCE: Sacks Two Executives Following Financial Probe
WOLVERHAMPTON CITY: Immediate Action Needed to Avoid Bankruptcy


X X X X X X X X

* EUROPE: Bailouts Avert Disorderly Default, EU Commission Says
* BOOK REVIEW: Creating Value through Corporate Restructuring



                           *********



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F I N L A N D
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TALVIVAARA MINING: To Lay Off Nearly Half of Staff at Nickel Mine
-----------------------------------------------------------------
Michael Kavanagh at The Financial Times reports that Talvivaara
is to lay off nearly half of its staff at its nickel mine in
Finland as refinancing talks continue aimed at staving off
bankruptcy.

According to the FT, the London-listed company, which also has a
secondary listing on Oslo's stock exchange, confirmed on
Wednesday that it was letting go of 246 employees out of a total
of 530 amid a suspension of ore production at its Sotkamo site in
central Finland.

The company warned in November of the danger of bankruptcy if it
failed to secure additional financing, just six months after its
last fundraising, the FT recounts.

Though the company is halving its staffing levels following the
suspension of ore production, remaining staff are being retained
as bioheap leaching and ore processing continues at the site, the
FT relates.

The Finnish government is Talvivaara's main shareholder through
its Solidum investment fund, the FT notes.

In December, a Finnish court backed the appointment of local
administrators to lead a restructuring of Talvivaara following
agreement among creditors, the FT relays.

The lossmaking company ended its third quarter with net debt of
about EUR460 million, of which more than half is scheduled to
mature in 2015, the FT discloses.

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



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F R A N C E
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CREDIT AGRICOLE: Fitch Rates Subordinated Notes 'BB+(EXP)'
----------------------------------------------------------
Fitch Ratings has assigned Credit Agricole S.A.'s (A/Stable/F1)
expected undated deeply subordinated notes a 'BB+(EXP)' expected
rating.

The final rating is contingent upon final documents conforming to
information already received.

Key Rating Drivers

The notes are structured to qualify as additional Tier 1 Capital
instruments with fully discretionary coupon payment and are
subject to write-down on breach of Credit Agricole's
(A/Stable/F1/a) consolidated 7% common equity Tier 1 (CET1)
ratio, or on breach of Credit Agricole S.A.'s CET1 of 5.125%.

Credit Agricole is not a single entity, but a cooperative banking
group.  Its 39 regional banks (caisses regionales) and central
body (Credit Agricole S.A.) benefit from a cross-support
mechanism.  Accordingly, Credit Agricole and Credit Agricole
S.A.'s Issuer Default Ratings are at the same level.

The notes will be rated five notches below Credit Agricole's 'a'
Viability Rating (VR) in accordance with Fitch's criteria for
rating bank subordinated and hybrid securities.  The notes are
notched twice for loss severity and three notches for non-
performance risk to reflect the fully discretionary coupon and
the incremental risk due to the 7% CET1 ratio trigger compared
with the risk reflected in the bank's VR.

Fitch has assigned 50% equity credit to the securities.  This
reflects that the notes are perpetual, subordinated to all
creditors except common equity, with full coupon flexibility.
However, the write down is not necessarily permanent.  In case of
"return to financial health" Credit Agricole S.A. may partially
or fully write-back the notes.

The equity credit assigned to the securities could be raised to
100% if Fitch revises its criteria in line with "Assessing and
Rating Bank Subordinated and Hybrid Securities - Exposure Draft"
dated November 27, 2013 at http://www.fitchratings.com. The
criteria revision proposed in the exposure draft would eliminate
the current requirement for the write down to be permanent in
order for an issue to obtain 100% equity credit.

Rating Sensitivities

As the notes are notched from Credit Agricole's Viability Rating,
their rating is primarily sensitive to any change in this rating.

Headquartered in Montrouge, France, Credit Agricole S.A. --
http://www.credit-agricole.com/-- provides retail, corporate,
and investment banking products and services worldwide. The
company offers savings products, such as money market, bonds, and
securities; lending products, including mortgage loans and
consumer finance; life, property and casualty, and death and
disability insurance; and payment, personal, and wealth
management services.


CREDIT AGRICOLE: S&P Rates Add'l Tier 1 Subordinated Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB+' long-term issue rating to the proposed additional Tier 1
undated deeply subordinated notes to be issued by France-based
Credit Agricole S.A. (CASA; A/Negative/A-1).  The rating is
subject to S&P's review of the notes' final documentation.

"Credit Agricole S.A. Group" (GCASA) refers to the individual
parent company CASA and its consolidated subsidiaries and
associates, as under the documentation for the notes.

The larger Credit Agricole Group (GCA) refers to individual
parent company CASA, the Credit Agricole Mutuel regional banks
(caisses regionales de Credit Agricole Mutuel), the Credit
Agricole Mutuel local credit cooperatives (caisses locales de
Credit Agricole Mutuel) and their consolidated subsidiaries.

In accordance with S&P's criteria for hybrid capital instruments,
the 'BB+' rating reflects S&P's analysis of the proposed
instrument and our assessment of GCA's stand-alone credit profile
(SACP) of 'a-'.

The 'BB+' issue rating stands four notches below the bank's SACP,
incorporating:

   -- A deduction of two notches, which is the minimum downward
      notching from the SACP under our criteria for a bank hybrid
      capital instrument.

   -- A deduction of an additional notch to reflect S&P's view
      that reporting a loss in a particular accounting period
      while breaching Basel III equity buffers would prevent
      coupon payments, and that this could happen independently
      of the bank's collapse or non-viability.  This risk may not
      otherwise be reflected in the SACP.  Payments of the
      coupons can be limited to respect the "Relevant Maximum
      Distributable Amount" (RMDA), as the notes' documentation
      defines this term, which would take effect if GCA or GCASA
      do not meet their respective "combined buffer"
      requirements, as defined under the EU's Capital
      Requirements Directive IV.

      This RMDA means the lower of the "Maximum Distributable
      Amounts" for either GCA or GCASA, as calculated under the
      directive.  This trigger hinges on the definition of the
      "combined buffer," which S&P understands will increase over
      time along with the expected regulatory phase-in of various
      regulatory buffers.  If this earnings clause and trigger
      were to be activated, then CASA would not have the
      flexibility to use otherwise distributable reserves to make
      coupon payments.

   -- The deduction of a fourth notch to reflect that the notes
      feature a contingency clause leading to principal write-
      down.  This clause would become effective if GCASA's "CET1
      capital ratio," as the issue's terms and conditions define
      this ratio, was to fall below a 5.125% trigger, which S&P
      sees as a "non-viability contingency clause."

"Furthermore, we believe that the notes can absorb losses on a
going-concern basis.  The issuer has placed a write-down trigger
at 7% CET1 capital ratio for GCA.  In line with our criteria, the
assignment of the 'BB+' rating factors in our expectation that
the CET1 capital ratio will remain at least 401 basis points
(bps) above the 7% trigger in the next 18-24 months.  Indeed,
under this expectation, we assign a rating to the notes that is
the lower of 'BB+' and of a 'BBB-' cap, which consequently does
not affect the rating.  Furthermore, under our criteria, if the
CET1 capital ratio of GCA was to decrease in a range between 301
bps and 400 bps above the 7% trigger, we would apply a 'BB+'
rating cap, but this still would not affect the rating," S&P
said.

S&P assigned "intermediate" equity content to the notes,
reflecting its view that they will allow the absorption of losses
on a "going-concern" basis, through coupon cancellation at the
option of the issuer.  S&P's assessment also reflects that the
regulator confirmed granting of Tier 1 status and regulatory
capital credit to the notes to GCASA and GCA, and that the
instrument is perpetual and has no step-up clause.



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G E R M A N Y
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VOLKSWERFT: Scandlines Makes Offer for Two Vessels
--------------------------------------------------
Tom Todd at The Motorship reports that Scandlines is talking to
receivers at Germany's bankrupt Volkswerft and has made an offer
for the two ferry newbuildings parked there since it cancelled
them in 2012.

Scandlines spokeswoman Anette Ustrup Svendsen in Copenhagen told
The Motorship on Tuesday, "we have made an offer for the two
vessels in Stralsund and are now waiting for feedback from the
insolvency administrator".

In Hamburg, a spokesman for receiver Berthold Brinkmann told The
Motorship the talks with the German-Danish ferry operator had
already begun with the approval of banks and local officials and
that the outcome would be put to shareholders of the yard.
Reports said an early result was hoped for, The Motorship notes.

Scandlines cancelled the order for the two type SSF (short sea
ferry) 1,600 lane-meter newbuildings after the P+S Werften Group
went into administration in 2012, The Motorship recounts.  The
ferry operator, as cited by The Motorship, said the ships, one of
which was nearly completed and the other half finished at the
time, were too heavy and their draught was too great for the
ports they would serve.

It is understood that Scandlines is now offering EUR25 million
for both ships, which were originally ordered for EUR184 million,
The Motorship discloses.  Local politicians are keen to see the
issue resolved quickly but some are balking at the price being
offered, The Motorship says.  An improved price is hoped for at
talks because, as observers pointed out, a new deal is now also
in Scandlines' interest, according to The Motorship.

The operator last year signed a letter of intent with STX Finland
for two alternative newbuildings, but according to recent reports
that yard has also lost the work because of financing problems
and because the ships would not be ready for several years, The
Motorship recounts.

Volkswerft is a shipyard in the hanseatic city of Stralsund on
the Strelasund.  It is part of the German Hegemann-group.



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G R E E C E
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NEWLEAD HOLDINGS: Regains Compliance with $1-Bid-Price Rule
-----------------------------------------------------------
NewLead Holdings Ltd. received written notification from the
Listing Qualifications Staff of the NASDAQ Stock Market LLC
indicating that the NASDAQ Listing Qualifications Panel
determined the Company had regained compliance with the minimum
bid price requirement of US$1.00 per share for continued listing
on the NASDAQ Global Select Market.

Under NASDAQ Listing Rule 5815 (d)(4)(a), the Panel will monitor
the Company for a six-month period, ending June 30, 2014, to see
if it experiences a closing bid price under US$1.00 for a period
of 30 consecutive trading days.

                      About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international,
vertically integrated shipping company that owns and manages
product tankers and dry bulk vessels.  NewLead currently controls
22 vessels, including six double-hull product tankers and 16 dry
bulk vessels of which two are newbuildings.  NewLead's common
shares are traded under the symbol "NEWL" on the NASDAQ Global
Select Market.

Newlead Holdings incurred a net loss of US$403.92 million on
US$8.92 million of operating revenues for the year ended Dec. 31,
2012, as compared with a net loss of US$290.39 million on
US$12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of US$86.34
million on US$17.43 million of operating revenues in 2010.

As of June 30, 2013, the Company had US$84.27 million in total
assets, US$166.18 million in total liabilities and a US$81.91
million total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.



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I R E L A N D
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* Number of Corporate Insolvencies Fall 18% in 2013
---------------------------------------------------
Laura Slattery at The Irish Times reports that company
insolvencies fell 18 per cent in 2013, with even the construction
and property sectors recording fewer collapses than in 2012,
figures from Vision-net show.  The Irish Times says the business
and credit risk analysis firm's data also points to a 10 per cent
increase in the number of company start-ups this year.

In the period to December 16, 1,523 companies were declared
insolvent -- a rate of four per day, the report relays. Of these,
986 companies were liquidated, 502 entered receivership and 35
companies were granted court protection from their creditors
under the examinership process, The Irish Times reports.

"2013 can be characterised as a year of improvement for Irish
business, as trading conditions recovered and consumer sentiment
strengthened," the report quotes Vision-net managing director
Christine Cullen as saying.

However, Mr. Cullen warned that the hospitality, construction and
IT sectors remain at high risk of collapse. The most vulnerable
industry is hospitality, with two-thirds of hotels and
restaurants classified as high risk by Vision-net, The Irish
Times reports.

The professional services and construction sectors were the worst
performing industries in terms of insolvencies in 2013,
accounting for 18.5 per cent and 18.2 per cent of company
failures respectively, the report relays. The number of
construction company insolvencies fell 1.1 per cent, while the
number of property firms declared insolvent dropped 2.5 per cent,
the report discloses.



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I T A L Y
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ENEL SPA: S&P Assigns 'BB+' Rating to Jr. Subordinated Securities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
issue rating to the proposed long-dated, optionally deferrable,
and subordinated hybrid capital securities to be issued by Enel
SpA, Italy's integrated electricity utility (BBB/Stable/A-2).
Under this transaction, Enel plans to issue two tranches, one
denominated in euros, the other in British sterling.  The amount
of these tranches remains subject to market conditions.

S&P considers the proposed securities to have intermediate equity
content until their first call dates -- the euro-denominated
tranche in 2020, the sterling tranche in 2021 -- because they
meet S&P's hybrid capital criteria in terms of their
subordination, permanence, and optional deferability during this
period.

S&P arrives at its 'BB+' issue rating on the proposed securities
by notching down from its 'bbb' stand-alone credit profile (SACP)
on Enel.  The two-notch differential between the issue rating and
the SACP reflects S&P's notching methodology, which calls for:

   -- A one-notch deduction for subordination because the
      corporate credit rating on Enel is investment grade (that
      is, 'BBB-' or above); and

   -- An additional one-notch deduction for payment flexibility,
      reflecting that the deferral of interest is optional.

The notching of the proposed securities reflects S&P's view that
there is a relatively low likelihood that the issuer will defer
interest.  Should S&P's view change, it may increase the number
of downward notches that it applies to the issue rating.

In addition, to reflect S&P's view of the intermediate equity
content of the proposed securities, it allocates 50% of the
related payments on these securities as a fixed charge and 50% as
equivalent to a common dividend, in line with S&P's hybrid
capital criteria.  The 50% treatment of principal and accrued
interest also applies to S&P's adjustment of debt.

   KEY FACTORS IN OUR ASSESSMENT OF THE INSTRUMENT'S PERMANENCE

Although the proposed securities would mature no earlier than
2075 and 2076, respectively, for the euro and sterling-
denominated tranches, they can be called at any time for tax,
gross-up, rating, or accounting events.  Furthermore, the issuer
can redeem them for cash as of their first call dates, and every
five years thereafter.  If any of these events occur, the issuer
intends, but is not obliged, to replace the instrument.  In S&P's
view, this statement of intent mitigates the issuer's ability to
repurchase the notes on the open market.  Furthermore, S&P sees
the repurchase as unlikely due to Enel's commitment to
deleveraging.

S&P understands that the interest to be paid on the proposed
securities will increase by 25 basis points no earlier than 10
years from issuance, and by a further 75 basis points 20 years
after the respective first call dates.  S&P considers the
cumulative 100 basis points as a material step-up, which is
currently unmitigated by any commitment to replace the respective
instruments at that time.  This step-up provides an incentive for
the issuer to redeem the instruments on their respective first
call dates.

"Consequently, in accordance with our criteria, we will no longer
recognize the instruments as having intermediate equity content
after the respective first call dates for the different tranches
because the remaining periods until their economic maturity
would, by then, be less than 20 years.  However, we classify the
instrument's equity content as intermediate until its first call
date, as long as we believe that the loss of the beneficial
intermediate equity content treatment will not cause the issuer
to call the instrument at that point.  The issuer's willingness
to maintain or replace the instrument in the event of a
reclassification of equity content to minimal is underpinned by
its statement of intent," S&P said.

KEY FACTORS IN S&P'S ASSESSMENT OF THE INSTRUMENT'S DEFERABILITY

"In our view, the issuer's option to defer payment on the
proposed securities is discretionary.  This means that the issuer
may elect not to pay accrued interest on an interest payment date
because it has no obligation to do so.  However, any outstanding
deferred interest payment will have to be settled in cash if Enel
declares or pays an equity dividend or interest on equally
ranking securities, and if Enel or its subsidiaries redeem or
repurchase shares or equally ranking securities. We see this as a
negative factor.  That said, this condition remains acceptable
under our methodology because once the issuer has settled the
deferred amount, it can still choose to defer on the next
interest payment date." S&P noted.

The issuer retains the option to defer coupons throughout the
instruments' life but S&P understands it intends to settle
deferred interest after five years from the date of the first
deferral.  The deferred interest on the proposed securities is
cash cumulative, and will ultimately be settled in cash.

KEY FACTORS IN S&P'S ASSESSMENT OF THE INSTRUMENT'S
SUBORDINATION

The proposed securities (and coupons) are intended to constitute
direct, unsecured, and subordinated obligations of the issuer and
guarantor, ranking senior to their common shares.



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N E T H E R L A N D S
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HARBOURMASTER CLO 8: Fitch Affirms 'Bsf' Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Harbourmaster CLO 8 B.V.'s notes, as
follows:

-- EUR160.1 million Class A1 (ISIN XS0277545033): affirmed at
    'AAAsf'; Outlook Stable

-- EUR84 million Class A2 (ISIN XS0277549969): affirmed at
    'AAsf'; Outlook Stable

-- EUR20.5 million Class B (ISIN XS0277554886): affirmed at
    'Asf'; Outlook revised to Stable from Negative

-- EUR23.2 million Class C (ISIN XS0277555933): affirmed at
    'BBBsf'; Outlook revised to Stable from Negative

-- EUR21.1 million Class D (ISIN XS0277559174): affirmed at
    'BBsf'; Outlook Negative

-- EUR11.6 million Class E (ISIN XS0277559844): affirmed at
    'Bsf'; Outlook Negative

Harbourmaster CLO 8 B.V. is a securitization of senior secured
loans primarily domiciled in Europe.

Key Rating Drivers

The affirmation reflects the transaction's stable performance
over the past 12 months, and improved underlying credit quality
after extended maturities lengthened the risk horizon.  Between
December 2012 and December 2013 the Fitch weighted average rating
factor decreased to 28.6 from 29.2 and the proportion of assets
in the portfolio rated 'CCC' or below declined to 3.7% from 8.5%.
There is currently one defaulted asset in the portfolio which
represents 2.5% of the outstanding balance compared with zero
defaults in December 2012.

The maturity of several assets in the portfolio was extended
during 2013, causing the weighted average life of the portfolio
to remain virtually unchanged at four years.  This was
accompanied by an increase in portfolio yield, with the weighted
average spread rising to 3.95% from 3.7% in December 2012.

As a result of the extension activity the portfolio's exposure to
refinancing risk over the next 18 months has been reduced,
resulting in the Outlooks on the class B and C notes being
revised to Stable from Negative.  The class D and E notes,
however, remain on Negative Outlook due to their exposure to
assets maturing in 2014 and 2015 and a possible concentration of
asset maturities towards the legal maturity of the transaction in
December 2022.

Credit enhancement has increased significantly for the class A to
C notes as the transaction continued deleveraging following the
end of the reinvestment period in 2012.  Credit enhancement for
the class D notes increased marginally but declined for the class
E notes.  The transaction allows for reinvestment of unscheduled
principal proceeds until March 2014, subject to certain
conditions which are not being met.  The portfolio manager is
thus unable to reinvest any principal proceeds. Fitch therefore
expects the transaction to continue to deleverage.

None of the overcollateralization (OC) tests have been failed
over the past 12 months and OC test results have been stable.
The interest diversion test was briefly breached in April 2013
but has always been in compliance on payment dates.  The interest
coverage test has never been breached and currently has a higher
cushion than in December 2012.

Rating Sensitivities

Fitch ran various rating sensitivity scenarios on the transaction
to assess the impact on the notes' ratings if the key risk
drivers -- default rates and recovery rates -- were stressed.
Increasing the default probability of all the assets in the
portfolio by 25% would likely result in a downgrade of up to two
notches while applying a recovery rate haircut of 25% on all the
assets would likely result in a downgrade of up to three notches
on the notes.



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R U S S I A
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SPARTAK NALCHIK: Out of League Following Financial Woes
-------------------------------------------------------
RIA Novosti reports that an official announced that Spartak
Nalchik Football Club will cease to exist as a professional team
amid financial and political problems in another blow to sport in
the troubled North Caucasus.

Nalchik finished sixth in the Russian top flight as recently as
2010, but was relegated two years later and has been plying their
trade in the second tier, RIA Novosti discloses.

So far this season, fellow North Caucasus club Anzhi Makhachkala
have seen an exodus of star players and are now battling
relegation from the top flight along with Chechnya's Terek
Grozny, RIA Novosti relays.

"With the situation that's come up, the club has no possibility
of competing under the status of a professional club," RIA
Novosti quotes Aslan Afaunov, the top state sports official in
Nalchik's home region of Kabardino-Balkaria, as saying.
Mr. Afaunov, as cited by RIA Novosti, said that the club's "debts
to players, to clubs" are too high for the regional government to
support.

Politics appears to have played a role in the club's collapse,
RIA Novosti states.  The main sponsor, billionaire banker and
politician Arsen Kanokov, pulled his financing last month after
resigning as the head of the regional government following nine
years in charge, RIA Novosti recounts.



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


CAJAMAR EMPRESAS 4: Fitch Affirms CCC Rating on Class B Notes
-------------------------------------------------------------
Fitch Ratings has upgraded IM Cajamar Empresas 4 FTA's senior
notes, as follows:

-- Class A (ES0347454003): upgraded to 'A+sf' from 'A-sf'';
    Outlook Stable

-- Class B (ES0347454011): affirmed at 'CCCsf'; revised Recovery
    Estimate to 95% from 50%

-- Class C (ES0347454029): not rated

IM Cajamar Empresas 4 is a static, cash flow securitization of a
static portfolio of secured and unsecured loans granted to
Spanish self-employed individuals and small-and medium-sized
enterprises, granted by Cajamar Caja Rural, Sociedad Cooperativa
de Credito (now part of Cajas Rurales Unidas, Sociedad
Cooperativa de Credito).

Key Rating Drivers

The upgrade of the class A notes reflects a substantial increase
in credit enhancement since closing in February 2012.  This was
due to the deleveraging of the portfolio to 65.1% of its initial
balance, which compensated for deterioration in performance over
the past year.  Credit enhancement for the senior notes increased
to 43.4% in October 2013 from 34% in January 2013. The account
bank trigger of 'BBB+'/'F2' stated in the documentation
constrains the maximum achievable rating of the senior notes at
'A+sf'.

The credit enhancement available for the class B notes increased
to 13.5% from 10.6% during the same period.  However, these notes
are currently deferring interest due to increased defaults.  The
payment the class A note principal is senior to the payment of
the class B note interest and, since the June 2013 payment date,
the available funds have been insufficient to pay the class B
note interest after provisioning for defaults.  Once the senior
notes are fully repaid the cash reserve available will cover for
interest shortfalls on the class B notes.

In October 2013, the transaction reported 90 day+ delinquencies
at 2.1% of the portfolio's balance, unchanged from levels in
January but down from the peak of 2.5% in April 2013.  Defaulted
assets increased in 2013 to 2.8% of outstanding portfolio
balance, the highest reported since closing.

Fitch considers the fully funded cash reserve of EUR94.5 million
sufficient to mitigate potential payment interruption risk that
may arise from the transaction's exposure to a non-investment
grade servicer, Cajas Rurales Unidas, Sociedad Cooperativa de
Credito (BB/Stable/B).  The cash reserve provides liquidity to
cover for interest shortfalls on the class A notes until they are
completely redeemed, and for the class B notes thereafter.

Rating Sensitivities

As part of its analysis Fitch tests the impact on the ratings of
changes in the underlying assets' performance.  The agency
applied two separate stresses consisting of a 1.25x default rate
multiplier to all assets in the portfolio and a 0.75x recovery
rate multiplier to all assets.  Neither of the two stresses would
have negative impact on the ratings of the notes.



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


MOTHERCARE PLC: Profit Warning Casts Doubt on Turnround Plan
------------------------------------------------------------
Duncan Robinson and Emily Cadman at The Financial Times report
that shares in Mothercare plunged almost 30% on Wednesday,
Jan. 8, after a profit warning cast doubts on the viability of
the company's turnround plan.

Mothercare's aim of being profitable in the UK by 2016 was
knocked off course after poor Christmas trading wiped 4% off the
group's like-for-like sales for the 12 weeks to  January 4, the
FT discloses.

Mothercare chief executive Simon Calver blamed "deep and heavy"
discounting in the run-up to Christmas, as well as poor sales in
the UK toy market, for the poor performance in the group's home
market, the FT relates.  Mothercare was forced into a scrap on
price, the FT says.

The performance triggered a flurry of downgrades across the City,
the FT relays.  According to the FT, analysts at Oriel said that
a return to profit in the UK was "not now likely until 2018" and
that Mothercare might have to put up with lower margins from now
on.

Hitherto rapid growth in Mothercare's international markets
ground to a near halt, thanks to currency moves and unseasonal
weather in some of its key markets, the FT discloses.  A warm
autumn in Russia, which is Mothercare's largest market outside
the UK, helped push down total group sales, including
international sales, by 6.1%, the FT states.

But while management were confident that the international
performance was a blip, investors were not -- shares in the group
were down almost a third at one point on Wednesday, Jan. 8.

Ms. O'Leary of Oriel, as cited by the FT, said that part of the
poor performance abroad "may reflect some increased resistance to
the premium prices that Mothercare charges overseas".

Mothercare plc is a British retailer which specialises in
products for expectant mothers and in general merchandise for
children up to 8 years old.


RSA INSURANCE: Sacks Two Executives Following Financial Probe
-------------------------------------------------------------
Sarah Jones and Joe Brennan at Bloomberg News report that RSA
Insurance Group Plc fired two executives in Ireland after a
PricewaterhouseCoopers LLP probe found that inappropriate
collaboration by managers at the division resulted in inaccurate
financial reporting.

According to Bloomberg, the London-based insurer said in a
statement yesterday that RSA Ireland Chief Financial Officer
Rory O'Connor and Claims Director Peter Burke were dismissed on
Wednesday.

The firings followed an investigation into the timing of reserve
provisions for insurance claims and whether the unit reported the
amount of premiums paid to the company earlier than it should
have, Bloomberg relays.  RSA Ireland Chief Executive Officer
Philip Smith resigned in November, saying he was made a "fall
guy", while group CEO Simon Lee quit last month, Bloomberg
recounts.

"Our investigations have confirmed that the claims irregularities
in Ireland were, in large part, the result of deliberate
collaboration between a small number of executives there,"
Bloomberg quotes RSA Executive Chairman Martin Scicluna as saying
in the statement.  "We acknowledge that there are lessons to be
learnt and we are tightening elements of our control and
financial framework in response to these events."

RSA said an internal audit and testing from its newly appointed
external auditor, KPMG, found the financial and claims
irregularities were isolated to Ireland, Bloomberg relates.  The
insurer also reiterated its estimate that the total costs from
the irregularities and reserve review will be GBP200 million
(US$272 million), Bloomberg discloses.

According to Bloomberg, Nicola Faulkner, a spokeswoman for
Ireland's central bank in Dublin, said the bank's probe into the
unit would continue for some months and it is unlikely to be in a
position to comment further until that process is complete.

PwC found evidence suggesting individuals intentionally
circumvented parts of RSA's controls, including its large-claim
reserving policy, according to the statement, Bloomberg says.  As
a result, the financial records didn't fully reflect the
financial position of the business, and reports made to more
senior management were "inaccurate and potentially misleading,"
RSA, as cited by Bloomberg, said.

About GBP1.3 billion were wiped off the company's market value in
2013 after RSA issued three profit warnings in the fourth
quarter, resulting in the resignation of Mr. Lee, Bloomberg
recounts.

RSA Insurance Group plc is a multinational general insurance
company headquartered in London, United Kingdom.  It has over 17
million customers in 140 countries across the World.


WOLVERHAMPTON CITY: Immediate Action Needed to Avoid Bankruptcy
---------------------------------------------------------------
BBC News reports that Wolverhampton City Council leaders said
"immediate action" needs to be taken at the council to stop it
"becoming insolvent."

BBC News relates that the Labour-run council approved plans on
January 8 to make GBP123 million cuts over the next five years
with the loss of 1,400 jobs.

It said the cuts were forced by a GBP147 million fall in
government funding by 2016, BBC News relays.

According to the report, the Conservative group said the
council's financial problems had stemmed from overspending in the
past.

The report relates that the authority said it had originally
drawn up plans to save GBP98 million by 2019 but it had now
calculated the figure would be GBP123 million.

Unless savings of GBP31 million could be made before 2015 it
would be down to its last GBP 620,000 and "bankrupt shortly
after", according to the authority.

BBC News relates that the council said spending by all council
departments for the rest of the financial year would be stopped
unless it was "absolutely essential."

A freeze on recruitment is also being introduced for the next
three months, the report notes.

Library opening hours will be cut, with the library in Whitmore
Reans taking a cut in its hours of 51 a week down to just 15, the
report adds.

Wolverhampton is a city and metropolitan borough in the West
Midlands, England.



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


* EUROPE: Bailouts Avert Disorderly Default, EU Commission Says
---------------------------------------------------------------
Bloomberg News reports that the European Commission said bailouts
to Ireland, Greece, Portugal and Cyprus prevented disorderly
default and the spread of bank-runs to other countries as it
defended its response to the euro-area debt crisis.

The European Union's executive body said in a report made public
on Wednesday that the rescue programs, with commitments totaling
EUR396 billion since Greece was first bailed out in May 2010,
prevented negative economic, financial and social consequences
and limited contagion to other nations, Bloomberg relates.

"Economic assistance programs prevented the disorderly default of
a member state, avoiding much more severe and abrupt social
consequences," Bloomberg quotes the commission as saying in
answers to a questionnaire from the European Parliament.
Lawmakers from the 28-nation assembly are inquiring how the
troika -- the commission, the International Monetary Fund and the
European Central Bank -- conducted itself during work with the
four bailout countries, Bloomberg discloses.  That includes
imposing privatizations and liberalization, and monitoring them,
Bloomberg notes.

According to Bloomberg, the commission said that the troika model
"has proved to be very useful for dealing with the challenges
facing euro-area program countries".  European lawmakers have
questioned whether the structure is transparent and accountable,
Bloomberg notes.

EU economic and monetary affairs commissioner Olli Rehn will
appear before the parliament on January 13 to respond to
questions, Bloomberg discloses.  According to Bloomberg, former
ECB president Jean-Claude Trichet will face lawmakers on
January 14 and Klaus Regling, head of the European Stability
Mechanism will participate on January 15.


* BOOK REVIEW: Creating Value through Corporate Restructuring
-------------------------------------------------------------
Author: Stuart C. Gilson
Publisher: Wiley
Hardcover: 516 pages
List Price: $79.95
Review by David M. Henderson

Most business books fall into two categories. The first is very
important. It is like that stuff you have to drink before you
have a colonoscopy. You keep telling yourself, this is very
good for me, while you would rather be at the beach reading
Liar's Poker or Barbarians at the Gate.

Stuart Gilson, of the Harvard Business School, has managed to
write a book important to everybody in the distressed market
that is also quite enjoyable. His prose is fluid and succinct
and a pleasure to read. But don't take my word for it. The
dust jacket endorsements come from Jay Alix, Martin Fridson,
Harvey Miller, Arthur Newman, and Sanford Sigoloff. At a
collective gazillion dollars a billing hour, that's a lot of
endorsement.

Be advised that this is designed as a text book. The case study
format might be off-putting to some. The effect can be jarring
as you read the narrative history of the case and suddenly
confront the financial statements without any further clue as to
what to do, but this must be what it is like for the turnaround
manager. Even after reading several of the cases, when I got to
the financials I had that sinking feeling of, what do I do now?
If you read carefully, clues to the solutions are in the
introductions.

The book is divided into three "modules", bizspeek for sections:
Restructuring Creditors' Claims,. Restructuring Shareholders'
Claims, and Restructuring Employees' Claims. The text covers 13
corporate restructurings focusing on debt workouts, vulture
investing, equity spinoffs, tracking stock, assete divestitures,
employee layoffs, corporate downsizing, M & A, HLTs, wage
givebacks, employee stock buyouts, and the restructuring of
employee benefit plans. That's a pretty comprehensive survey,
wouldn't you say? Dr. Gilson's chapter on "Investing in
Distressed Situations" is an excellent summary of the distressed
market and a good touchstone even for seasoned vultures.

Even in the two appendices on technical analysis, this book is
marvelously free of those charts and graphs that purport to show
some general ROI of distressed investing. Those are cute,
aren't they? As Judy Mencher has famously said, "You can buy
the paper at 50 thinking it's going to 70, but it can just as
easily go to 30 if you are not willing to act on it." Therein
lies the rub and the weakness, if inevitable, of this or any
book on corporate restructurings. As Dr. Gilson notes, no two
are alike, and the outcome is highly subjective, in our out of
Court, but especially in Chapter 11. Is the Judge enthralled by
Jack Butler as Debtor's Counsel or intimidated by Harvey Miller
as Debtor's Counsel? Are you holding "secured" paper only to
discover that when it was issued the bond counsel forgot to
notify the Indenture Trustee of the most Senior debt? Is
somebody holding Junior paper that you think is out of the money
only to have Hugh Ray read the fine print and discover that the
"Junior" paper is secured? This is the stuff of corporate
reorganizations that is virtually impossible to codify into a
textbook.

That said, this is an especially valuable text for anybody
working in the distressed market. As a Duke grad, I tend to be
disdainful of all things Harvard, but having read Dr. Gilson's
book, I am enticed to encamp by the dirty waters of the Charles
long enough to take his course, appropriately entitled,
"Creating Value Through Corporate Restructuring."


                            *********

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, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN 1529-2754.

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

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

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


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