TCREUR_Public/140124.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 24, 2014, Vol. 15, No. 17

                            Headlines

G E R M A N Y

PROKON REGENERATIVE: Files for Insolvency After Redemptions


I C E L A N D

* ICELAND: Refuses to Speak to Hedge Funds on Failed Bank Claims


I R E L A N D

IRISH BANK: NAMA Announces New Tender for Servicing Loans
RCGB LTD: Secures High Court Protection; Jan. 30 Hearing Set


L U X E M B O U R G

DH SERVICES: Moody's Assigns B1 Rating to US$50MM Loan Add-On
FIDJI LUXEMBOURG: Moody's Assigns 'B1' CFR; Outlook Stable
GATEWAY IV: Moody's Upgrades Rating on EUR20M Notes to 'Ba1'


N E T H E R L A N D S

BRUCKNER CDO I: S&P Lowers Rating on Two Note Classes to 'B-'
DUCHESS VII: S&P Lowers Rating on Class D Notes to 'B+'
EUROCREDIT CDO IV: Moody' Cuts Ratings on 2 Note Classes to B3


P O L A N D

RAF-BIT: Polski Koncern Opens Liquidation Proceedings


P O R T U G A L

METROPOLITANO DE LISBOA: S&P Affirms 'B' Issuer Credit Rating
* S&P Affirms Ratings on Portuguese Banks


R U S S I A

SBERBANK OF RUSSIA: Fitch Raises Viability Rating to 'bb-'
SUKHOI CIVIL: Fitch Affirms 'BB' LT Issuer Default Rating


S P A I N

EROSKI: Mondragon Chair Steps Down Amid Massive Debt Problems
LA SEDA: Liquidation Proceedings Commences


S W I T Z E R L A N D

VAT VAKUUMVENTILE: S&P Assigns Prelim. 'B+' CCR; Outlook Stable


U K R A I N E

* UKRAINE: Fitch Says Clashes Show Fragility Remains a Risk


U N I T E D   K I N G D O M

HEARTS OF MIDLOTHIAN: Administrators Set to Buy UBIG's Stake
HMV GROUP: New Owner Store Closures Following Rescue
INVESTEC BANK: Fitch Affirms 'BB-' Jr. Subordinated Debt Rating
NIGEL RICE: Ends Partnership with Palletways After Collapse
NOTTINGHAM RUGBY CLUB: Saved From Liquidation, Secures GB750,000

OVERTON RECYCLING: Bought Out of Administration; 48 Jobs Saved
REDRUP PUBLICATIONS: Copyright Breach Puts Firm Out of Business
TRAVELZEST PLC: Won't Exit Administration via CVA
WHITCLIFFE HOTEL: Goes Into Liquidation, Closes Doors


X X X X X X X X

* BOOK REVIEW: A Legal History of Money in the United States


                            *********


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G E R M A N Y
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PROKON REGENERATIVE: Files for Insolvency After Redemptions
-----------------------------------------------------------
Alexander Huebner at Reuters reports that a court in the north
German town of Itzehoe said on Wednesday that Prokon Regenerative
Energien GmbH, which had raised EUR1.4 billion (US$1.9 billion)
mainly from retail investors, has filed for insolvency.

According to Reuters, the court said in a statement that an
administrator has been appointed for Prokon.

As reported by the Troubled Company Reporter-Europe on Jan. 22,
2014, Reuters related that Prokon had won mainly retail investors
through TV advertising campaigns on German prime-time television,
but last week warned it may have to file for insolvency if it was
unable to strike a deal with investors.  More and more investors
have requested their money back following several reports in
German media that have questioned whether Prokon's payouts are
backed by actual profits, Reuters disclosed.  The company, as
cited by Reuters, said that to avert insolvency, at least 95% of
investors' capital would have to remain with the company until
the end of October, urging investors not to cancel their
securities.  Financial reports posted by Prokon on its website
showed that as of October 2013, it had paid out EUR330 million in
interest, even though it had made a loss of EUR210 million
(US$287 million), Reuters noted.

Prokon Regenerative Energien GmbH is a German wind park operator.



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I C E L A N D
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* ICELAND: Refuses to Speak to Hedge Funds on Failed Bank Claims
----------------------------------------------------------------
Omar R. Valdimarsson at Bloomberg News reports that more than
five years after its biggest banks defaulted on US$85 billion,
Iceland's government is refusing to speak to the hedge funds and
other creditors that are still trying to get their claims paid
out.

According to Bloomberg, the island, which the International
Monetary Fund has held up as a model for crisis management, says
addressing the needs of bond investors in Kaupthing Bank hf,
Glitnir Bank hf and Landsbanki Islands hf isn't its concern.
Instead, Prime Minister Sigmundur D. Gunnlaugsson says he'll
fight to ensure any steps taken protect the nation's financial
markets, Bloomberg notes.

Creditors, represented through winding-up committees, want the
government to let them sidestep currency controls that were
created back in 2008, when Iceland was hemorrhaging capital,
Bloomberg discloses.  Mr. Gunnlaugsson says such a settlement
isn't viable, Bloomberg relays.

The winding-up committee of Glitnir, the first of Iceland's three
biggest banks to fail in October 2008, as cited by Bloomberg,
said its efforts to get a reply from the central bank have also
fallen on deaf ears.

"We've gotten no feedback from the bank on whether, or when, they
will respond," Bloomberg quotes Steinunn Gudbjartsdottir, head of
Glitnir's committee, as saying in an interview.

According to Bloomberg, Stefan Stefansson, the central bank's
spokesman, said it has held "several meetings," including with
representatives of the winding-up committees and creditors, and
is conducting "various probes" on what "kind of solutions will
harmonize with stability, as anticipated in law."

Reaching a settlement is taking time because "the matter is vast
and complicated," Mr. Stefansson, as cited by Bloomberg, said.

A number of the creditors waiting to get their money back are
hedge funds that had bet on a faster resolution of Iceland's
banks, Bloomberg states.  Firms including Davidson Kempner
Capital Management LLC and Taconic Capital Advisors LP bought
claims on the lenders' assets at prices well below face value,
Bloomberg discloses.

"It seems they've been waiting to see whether the government
would somehow step into the process," Mr. Gunnlaugsson, as cited
by Bloomberg, said.  "But this is not a project for the
government. The only role of the government here is to assess
whether they come up with a solution which allows for the lifting
of the controls."

The creditors in question "are just private entities trying to
reach an agreement regarding a private debt," Bloomberg quotes
Mr. Gunnlaugsson as saying.  "So the state -- the government --
has nothing to do with that.  We're not in talks with those
creditors and we won't be.  Never were going to be."

Mr. Gunnlaugsson and Finance Minister Bjarni Benediktsson both
say that failure to arrive at a viable settlement could prompt
the government to amend Iceland's bankruptcy act, Mr. Bloomberg
notes.  If that happens, all foreign-currency holdings at the
failed banks could be converted into kronur before being paid out
to creditors, Bloomberg says.



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I R E L A N D
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IRISH BANK: NAMA Announces New Tender for Servicing Loans
---------------------------------------------------------
Tom Lyons at The Irish Times reports that the National Asset
Management Agency on Monday announced a new tender for servicing
any remaining IBRC commercial loans not sold by Anglo Irish
Bank's special liquidator KPMG.

In July 2013, Certus, the largest bank services outsourcing
company in Ireland, was named as the preferred bidder to manage
these loans, which then stood at EUR22 billion, The Irish Times
relates.

Certus said at the time it expected to create up to 300 new jobs
as a result, The Irish Times notes.

However, the success of the KPMG sale process has fundamentally
changed the proposed contract, The Irish Times says.

In a statement, NAMA, as cited by The Irish Times, said: "Based
on the sales carried out to date by the special liquidators and
on the level of investor interest in the other IBRC portfolios
currently for sale, NAMA has been advised by the special
liquidators that the volume of commercial property loans
transferring to NAMA could now be substantially less than
initially envisaged."

To date, KPMG has sold off almost all loans relating to the old
cashflow business of Anglo Irish Bank relating to companies
including Topaz and Davy Stockbrokers, The Irish Times discloses.

According to The Irish Times, this loan book had a face value of
EUR2.5 billion and KPMG secured buyers for all but three loans in
the portfolio code -- named Project Evergreen.

On January 15, Minister for Finance Michael Noonan said the
liquidator selling assets left behind by Anglo Irish Bank is
likely to offload at least half of them before the remainder is
moved to NAMA, The Irish Times relates.

NAMA was set to issue new tender documents in respect of the
shrunken former Anglo portfolio on Tuesday, The Irish Times
discloses.

Certus, The Irish Times says, is expected to be among the bidders
in the new tender.

                   About Irish Bank Resolution

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

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

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

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


RCGB LTD: Secures High Court Protection; Jan. 30 Hearing Set
------------------------------------------------------------
Independent.ie reports that RCGB Ltd. has secured High Court
protection pending the hearing of its application for
examinership.

According to Independent.ie, an independent accountant has
expressed the opinion that RCGB has a reasonable prospect of
survival as a going concern provided certain conditions are met,
including acceptance by its creditors of an appropriate survival
scheme.

The company says it has a loyal customer base and had turnover of
more than EUR1 million in 2013 and 2012 but is insolvent mainly
due to cash flow issues and a dispute with its landlord
concerning its premises, Independent.ie relays.  It also says it
is in advanced talks with a prospective investor, Independent.ie
discloses.

The company's counsel Ross Gorman BL said its principal creditors
include the Revenue Commissioners and the law firm, Byrne
Wallace, which represented it in legal proceedings aimed at
preventing its landlord repossessing the premises, Independent.ie
relates.

Mr. Gorman on Tuesday applied for directions concerning notice
and advertising of its petition for examinership, Independent.ie
recounts.  Mr. Justice Peter Charleton made those directions and
returned the petition for hearing on Jan. 30, Independent.ie
notes.

The judge said that the company is under court protection as of
now, Independent.ie relates.

RCGB Ltd. operates The Magpie Inn pub and bistro restaurant in
Dalkey, employing 18 people.


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L U X E M B O U R G
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DH SERVICES: Moody's Assigns B1 Rating to US$50MM Loan Add-On
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Mirror
BidCo Corp's (Dematic) US$50 million Term Loan add-on, which
increases the first lien senior secured term loan due 2019 to
US$585 million. Moody's has also affirmed the B1 rating on the
US$75 million first lien senior secured revolving credit facility
due 2017.  The Corporate Family Rating (CFR) and Probability of
Default Rating assigned to the parent company DH Services
Luxembourg S.a.r.l. were affirmed at B2 and B2-PD, respectively.
The company's US$265 million senior unsecured notes due 2020 were
affirmed at Caa1.  The outlook on the company's ratings remains
negative.

Assignments:

Issuer: Mirror BidCo Corp

Senior Secured Bank Credit Facility Dec 18, 2019, Assigned B1
with a range of LGD3, 34 %

Outlook Actions:

Issuer: DH Services Luxembourg S.a.r.l

  Outlook, Remains Negative

Issuer: Mirror BidCo Corp

Outlook, Remains Negative

Affirmations:

Issuer: DH Services Luxembourg S.a.r.l

Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Senior Unsecured Regular Bond/Debenture Dec 15, 2020,
Affirmed Caa1

Issuer: Mirror BidCo Corp

Senior Secured Bank Credit Facility Dec 18, 2017, Affirmed
B1

Ratings Rationale

Dematic's B2 Corporate Family Rating is constrained by the
company's very high leverage and weak interest coverage pro-forma
of the upsized term loan.  Moody's adjusted gross debt/EBITDA for
2013 pro-forma of this transaction is expected to be around 6.5x
and net debt/EBITDA around 5.5x, even when excluding
restructuring expenses and non-recurring expenses.  The US$50
million proceeds from the debt upsizing will be used for general
corporate purposes and will increase the company's cash at
closing of the transaction.

The negative outlook on the rating reflects that the pace of
deleveraging will be slower than anticipated at the time of the
LBO transaction end of 2012 and the group has limited headroom in
its current rating category to sustain a period of weaker
operating performance, although currently not expected for the
next twelve months.

Deleveraging possibilities are constrained by the company's
substantial amount of debt (US$850 million rated debt), low term
loan amortization (around US$5.9 million per annum) and no major
debt maturity until 2019.  The high amount of associated interest
expenses (around US$50 million per annum) also constrains the
company's free cash flow generation, which is expected to just
reach break-even in fiscal year 2013 (ending September 2013).
However, the B2 rating remains supported by Moody's expectation
of low to mid single digit organic revenue growth in fiscal year
2014 which should help to further expand EBITDA generation and at
least provide for stable profit margins, absence of significant
non-recurring expenses, and a return to positive free cash flow
generation.  Nevertheless, Moody's expects only a modest
reduction of leverage to 6.0x adjusted gross debt/EBITDA by
September 2014, which is high for the rating category.

Dematic's liquidity profile has improved during the course of
2013 as a result of a higher unrestricted cash balance of around
US$120 million per end of September 2013 (around US$52 million at
closing of the LBO transaction end of 2012) and access to its
US$75 million revolving credit facility due 2017.  The group's
liquidity profile with no major debt maturity before 2019
provides the company with sufficient financial flexibility to
support future revenue growth despite its high leverage.  The
current rating does not incorporate any debt-financed
acquisitions.

Other factors considered in Dematic's B2 Corporate Family Rating
are (1) the company's good competitive position in the fragmented
niche market for automated material handling equipment; (2) high
product and regional concentration; (3) customer concentration
and exposure to cyclicality of customers' investment budgets
albeit mitigated by long-standing customer relationships and the
current trend towards increasing automation of warehouses and
increasing complexity of supply chains; and (4) project execution
risk with poor project performance being one of the key drivers
of the company's weak performance in the period 2007-09.

Structural Considerations

The US$265 million senior notes were issued by holding company DH
Services Luxembourg S.a.r.l. whereas the US$585 million senior
secured term loan and US$75 million revolving credit facility
(senior secured credit facilities) were issued by Mirror BidCo
Corp., a holding company and subsidiary of DH Services Luxembourg
S.a.r.l.  Both the senior notes and the senior secured credit
facilities will be supported by guarantees from subsidiaries
representing not less than 80% of consolidated EBITDA and assets
of the group.  The Caa1 (LGD5-87%) rating for the senior notes
and the B1 (LGD3-34%) ratings on the senior secured credit
facilities reflect the effective subordination of the senior
notes to the senior secured credit facilities which benefit from
collateral which we understand comprises the guarantors' material
assets, including bank accounts, certain fixed assets, certain
intangible assets, certain trade receivables and share pledges.

What Could Change The Rating UP/DOWN

Moody's could downgrade the ratings if (1) the company generated
negative free cash flow on a sustainable basis; (2) failed to
make progress in reducing its high leverage towards 5.0x
debt/EBITDA in the next couple of quarters; or (3) its liquidity
profile weakened.

Given the high leverage, a rating upgrade currently is unlikely.
However, Moody's could consider a rating upgrade if DH Services
Luxembourg achieved a debt/EBITDA ratio below 3.5x, EBIT/interest
expense coverage moved above 2.0x and if the company generated
positive free cash flow on a sustainable basis.

The principal methodology used in these ratings was the Global
Manufacturing Industry published in December 2010.  Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Luxembourg, DH Services Luxembourg S.a.r.l is
the holding company, owning Dematic, a leading provider of
logistics and materials handling solutions with a strong focus on
food, general merchandise and apparel retail. In fiscal year 2013
ending Sept. 30, the company generated revenues of around US$1.4
billion. Dematic is owned by funds managed by private equity
firms AEA Investors LP and Teachers' Private Capital (the private
equity arm of Ontario Teachers' Pension Plan).


FIDJI LUXEMBOURG: Moody's Assigns 'B1' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
(CFR) to Fidji Luxembourg (BC4) S.a r.l. (FCI) and a B1 rating to
its USD250 million term loan due in 2020.  In addition, Moody's
assigned a B1 rating to the USD30 million revolving credit
facility due 2018, issued by FCI Asia Pte Ltd (FCI Asia), a
wholly owned subsidiary of FCI.  The outlook on the ratings is
stable.

At US$250 million, the size of the term loans is USD50 million or
0.5x turn of leverage lower than considered when the B1
provisional ratings were assigned on Dec. 10, 2013.  Proceeds
from the term loan, plus cash on hand, were used primarily to
fund, among other things, a USD223 million shareholder
distribution and shareholder loan repayment.  Funds managed by
Bain Capital received substantially all of the proceeds, as its
majority owners.

Ratings Rationale

The B1 CFR continues to reflect FCI's small scale relative to
competitors in the highly cyclical, global electronic connector
industry, modest pro forma leverage, of around 2.8x (Moody's
adjusted), aggressive financial policies with regards to
shareholder returns and an adequate liquidity profile.

FCI's rating benefits from a meaningful market share within the
high speed and power (primarily Telecom and Datacom) niche of the
global electronic connector market.  Despite the high-innovation
within this sector, Moody's views it as a mature, rational market
despite its competitiveness, and generally supportive of solid
margins and through-the-cycle cash generation for FCI.

The B1 rating on the USD250 million first lien term loan due 2020
and USD30 million revolver due 2018 reflects their relative size
in the capital structure, accounting for all balance sheet debt.
The facilities are pari-passu and benefit from a downstream
guarantee from the immediate direct parent entity of FCI and
upstream guarantees from certain of FCI's operating subsidiaries.
The facilities are guaranteed and secured by group entities
representing roughly two thirds of FCI's current total EBITDA and
gross assets.  Key manufacturing facilities in China, India and
Taiwan, representing around a third of the current total EBITDA
and gross assets, are excluded from the guarantee and security
package, although the security package includes a share pledge
over FCI, the term loan borrower, which would allow enforcement
over the whole FCI group.

The term loan facility is covenant-lite and does not contain any
financial maintenance covenants.  The revolver has a springing
leverage covenant if certain borrowings, ancillary obligations
and unreimbursed drawn letters of credit under the revolving
facility or certain ancillary facilities outstanding at the most
recent quarter end exceeds 30% of the committed amount of the
revolving facility.

The stable outlook reflects Moody's expectation for mid-single
digit growth in FCI's key Telecom and Datacom end markets in 2014
and that FCI will participate in the growth at a similar to
slightly lower level given its niche position.  Accordingly, the
outlook incorporates Moody's expectation for a moderate
improvement in key leverage, interest coverage and cash flow
metrics during the next 12-18 months.  Further, the outlook
reflects Moody's view that FCI's B1 rating could withstand a
10-15% decline in earnings, resulting from a cyclical industry
decline at the current rating level, at expected debt levels.

The ratings could be downgraded if FCI raised debt levels to fund
shareholder distributions or transformative acquisitions such
that leverage approached 4.0x.  If leverage were to increase due
to end market cyclicality lowering EBITDA, Moody's would likely
maintain ratings until leverage reached 4.5x so long as FCI
continued to generate positive free cash flow and maintained cash
reserves and full revolver availability.  Further, the loss of
one or more of its top ten customers would likely increase the
likelihood.

The ratings are unlikely to be upgraded in the next 12-18 months
given its small scale, niche product focus and private equity
ownership.  However, upward rating pressure could emerge should
FCI commit to debt reduction such that leverage remains below
3.5x and EBITDA margins remain above 16% during a cyclical
downturn.  In addition, FCI would need to operate with a stronger
liquidity profile, likely including large cash balances and full
revolver availability.

FCI, based in Singapore, is a specialized manufacturer of
electronic connectors for the telecom, data, commercial, and
consumer markets.  FCI has a broad customer base in different end
markets, operating in over 30 countries.  The operating assets of
FCI are controlled by a Singapore-based company, FCI Asia Pte
Ltd, a fully owned subsidiary of FCI.  In October 2005, Bain
Capital acquired the assets that formed the current FCI for a
total consideration of EUR1.07 billion.  FCI reported around
USD555 million of revenues for the year ended December 2012.


GATEWAY IV: Moody's Upgrades Rating on EUR20M Notes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Gateway IV-Euro CLO S.A.

   -- EUR54M Class A2 Floating Rate Notes due 2023, Upgraded to
      Aaa (sf); previously on Sep 9, 2011 Upgraded to Aa1 (sf)

   -- EUR22M Class B Floating Rate Deferrable Notes due 2023,
      Upgraded to Aaa (sf); previously on Sep 9, 2011 Upgraded to
      Aa3 (sf)

   -- EUR34M Class C Floating Rate Deferrable Notes due 2023,
      Upgraded to A2 (sf); previously on Sep 9, 2011 Upgraded to
      Baa2 (sf)

   -- EUR20M Class D Floating Rate Derrable Notes due 2023,
      Upgraded to Ba1 (sf); previously on Sep 9, 2011 Upgraded to
      Ba2 (sf)

   -- EUR6M (currently EUR4.3M rated balance outstanding) Class R
      Combination Notes, Upgraded to A1 (sf); previously on
      Sep 9, 2011 Upgraded to Baa1 (sf)

   -- EUR8M (currently EUR5.9M rated balance outstanding) Class W
      Combination Notes, Upgraded to Baa2 (sf); previously on
      Sept. 9, 2011 Upgraded to B1 (sf)

Moody's also affirmed the ratings on these notes issued by
Gateway IV - Euro CLO S.A.

   -- EUR191M (currently EUR128.2M outstanding) Class A1 Floating
      Rate Notes due 2023, Affirmed Aaa (sf); previously on
      March 28, 2007 Assigned Aaa (sf)

   -- EUR25M (currently EUR19.4M outstanding) Class A1-D Delayed
      Draw Floating Rate Notes due 2023, Affirmed Aaa (sf);
      previously on Mar 28, 2007 Assigned Aaa (sf)

   -- EUR14M (currently EUR10.5M outstanding) Class E Floating
      Rate Deferrable Notes due 2023, Affirmed B1 (sf);
      previously on Sep 9, 2011 Upgraded to B1 (sf)

Gateway IV - Euro CLO S.A., issued in March 2007, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European and US loans.  The portfolio is
managed by Pramerica Investment Management.  This transaction
passed its reinvestment period in April 2013. It is predominantly
composed of senior secured loans.

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result from an improvement in the overcollateralization ratios of
the rated notes pursuant to amortization of the portfolio.  The
Class A1 notes amortized by approximately EUR48 million (or 25%)
on the latest payment date in October 2013.  The rating actions
are also a result of an improvement in credit metrics of the
underlying portfolio and the benefit of modelling actual credit
metrics following the expiry of the reinvestment period in April
2013.

The overcollateralization ratios (or "OC ratios") of the senior
classes have increased since the rating action in September 2011.
As of the latest trustee report dated 20 Dec 2013, the Class A,
Class B, Class C, Class D and Class E OC ratios are reported at
153.18%, 138.11%, 119.88%, 111.24% and 107.19%, respectively,
versus Aug 2011 levels of 141.97%, 130.58%, 116.18%, 108.52% and
103.50%, respectively. All OC tests are in compliance.

The credit quality has improved as reflected in the improvement
in the average credit rating of the portfolio (measured by the
weighted average rating factor, or WARF).  As of the trustee's
December 2013 report, the WARF was 2970, compared with 3054 in
April 2013 and 3151 at the time of the last rating action in
September 2011.  The weighted average spread also increased to
4.12% in December 2013, from 3.28% in September 2011.

In consideration of the reinvestment restrictions applicable
during the amortization period, and therefore the limited ability
to effect significant changes to the current collateral pool,
Moody's analyzed the deal assuming a higher likelihood that the
collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements.  In
particular, the deal is assumed to benefit from a shorter
amortization profile and higher spread levels compared to the
levels assumed prior to the expiry of the reinvestment period.
The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity.  For Class W
Combination Notes, the 'Rated Balance' is equal at any time to
the principal amount of the Combination Note on the Issue Date
increased by the Rated Coupon of 0.25% per annum respectively,
accrued on the Rated Balance on the preceding payment date minus
the aggregate of all payments made from the Issue Date to such
date, either through interest or principal payments.  For Class R
Combination Notes, which does not accrue interest, the 'Rated
Balance' is equal at any time to the principal amount of the
Combination Note on the Issue Date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments.  The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR321 million,
defaulted par of EUR2 million, a weighted average default
probability of 20.79% (consistent with a WARF of 3051 with a
weighted average life of 4.05 years), a weighted average recovery
rate upon default of 44.23% for a Aaa liability target rating, a
diversity score of 36 and a weighted average spread of 4.12%.
In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower.  Given that the portfolio has
exposures to 8.8% of obligors in Italy and Ireland whose LCC is
A2 and 4.9% in Spain, whose LCC is A3, Moody's ran the model with
different par amounts depending on the target rating of each
class of notes, in accordance with Section 4.2.11 and Appendix 14
of the methodology.  The portfolio haircuts are a function of the
exposure to peripheral countries and the target ratings of the
rated notes, and amount to 1.49% for the Class A1, Class A2 and
Class B notes, 0.37% for the Class C notes and 0% for the Class D
and Class E notes.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  For a Aaa liability target rating,
Moody's assumed that 83.5% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the remainder non first-lien loan corporate assets would recover
15%. In each case, historical and market performance and a
collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower credit quality in the portfolio to
address refinancing risk.  Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
8.7% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 3250
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy and 2) the concentration of lowly- rated debt
maturing between 2014 and 2015, which may create challenges for
issuers to refinance.  CLO notes' performance may also be
impacted either positively or negatively by 1) the manager's
investment strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

1) Portfolio amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortization could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager
or be delayed by an increase in loan amend-and-extend
restructurings. Fast amortization would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

2) Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralization levels.  Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Moody's
analysed defaulted recoveries assuming the lower of the market
price or the recovery rate to account for potential volatility in
market prices.  Recoveries higher than Moody's expectations would
have a positive impact on the notes' ratings.

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



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


BRUCKNER CDO I: S&P Lowers Rating on Two Note Classes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of rated notes in Bruckner CDO I B.V.

Specifically, S&P has:

   -- Raised to 'AA (sf)' from 'AA- (sf)' our rating on the class
      A-1 notes;

   -- Lowered to 'B- (sf)' from 'B+ (sf)' our ratings on the
      class C-1 (DEF) and C-2 (DEF) notes; and

   -- Affirmed its ratings on the class A2-1, A2-2, B, D-1 (DEF),
      and D-2 (DEF) notes.

The rating actions follow S&P's review of the transaction's
performance based on the December 2013 payment date report, in
addition to S&P's credit and cash flow analysis.  S&P has taken
into account recent developments in the transaction and reviewed
it under its relevant criteria for transactions of this type.

"We subjected the capital structure to our cash flow analysis,
based on the methodology and assumptions outlined in our
criteria, to determine the break-even default rates for each
class of notes. We used the reported portfolio balance that we
considered to be performing, the principal cash balance, the
current weighted-average spread, and the weighted-average
recovery rates that we considered to be appropriate.  We
incorporated various cash flow stress scenarios using various
default patterns, levels, and timings for each liability rating
category, in conjunction with different interest rate stress
scenarios.  In our analysis, we also considered the liquidity
facility available to address interest shortfalls on the class A
and B notes," S&P said.

After the end of the transaction's reinvestment period in
December 2009, the class A-1 notes' notes have partially
amortized.  In December 2013, EUR9.8 million of cash was paid
towards principal amortization of the class A-1 notes.  The class
A-1 notes' outstanding balance is currently EUR16.96 million,
9.6% of its initial rated balance.  The class A-1 notes'
available credit enhancement is 82.51%, and S&P considers it
sufficient to support a higher rating than previously assigned.
S&P has therefore raised its rating to 'AA (sf)' from 'AA- (sf)'
on this class of notes.

As a result of the amortization of the senior notes, the
available credit enhancement is higher for all classes of notes
than at the time of S&P's September 2012 review.  The transaction
also has a higher spread and the class A and B notes pass their
overcollateralization tests with a higher margin than in S&P's
last review.  However, the class C and D overcollateralization
tests have continued to fail.

The transaction's weighted-average life has increased to 4.18
years from 3.69 years since S&P's September 2012 review.  The
portfolio's weighted-average rating is now BB+, a notch lower
than in S&P's last review.  Assets that S&P considers to be rated
in the 'CCC' category ('CCC+', 'CCC', and 'CCC-') and defaulted
assets (rated 'CC', 'C', 'SD' [selective default], or 'D') have
increased compared with S&P's previous review.  Scenario default
rates (SDRs) have increased at each rating level as a result of
the transaction's increased weighted-average life and negative
rating migration.

Although the available credit enhancement for all classes of
notes has increased, it is not sufficient to address the
increased SDRs, in S&P's view.  S&P has therefore affirmed its
ratings on the class A2-1, A2-2, and B notes.

According to S&P's cash flow analysis, the available credit
enhancement for the class C-1 (DEF) and C-2 (DEF) notes cannot
support the SDRs at their current ratings.  S&P has therefore
lowered to 'B- (sf)' from 'B+ (sf)' its ratings on these classes
of notes.

S&P's cash flow analysis continues to show (in line with its
previous review) that the available credit enhancement for the
class D-1 (DEF) and D-2 (DEF) notes is commensurate with their
currently assigned ratings.  S&P has therefore affirmed its 'CCC-
(sf)' ratings on these classes of notes.

Bruckner CDO I is cash flow collateralized debt obligation (CDO)
transaction that securitizes mezzanine and subordinated European
asset-backed and synthetic securities.

RATINGS LIST

Class             Rating          Rating
                  To              From

Bruckner CDO I B.V.
EUR256.5 Million Secured Fixed-, Floating-,
and Deferrable-Rate Notes

Rating Raised

A-1               AA (sf)         AA- (sf)

Ratings Lowered

C-1 (DEF)         B- (sf)         B+ (sf)
C-2 (DEF)         B- (sf)         B+ (sf)

Ratings Affirmed

A2-1              BB+ (sf)
A2-2              BB+ (sf)
B                 B+ (sf)
D-1 (DEF)         CCC- (sf)
D-2 (DEF)         CCC- (sf)


DUCHESS VII: S&P Lowers Rating on Class D Notes to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all rated classes of notes in Duchess VII CLO B.V.

Specifically, S&P has:

   -- Raised its ratings on the class A-1, VFN, B, and C notes;

   -- Affirmed its rating on the class E notes; and

   -- Lowered its rating on the class D notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the Nov. 22, 2013 trustee report.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class at
each rating level.  In S&P's analysis, it used the reported
portfolio balance that it considers to be performing
(EUR439,619,415), the current weighted-average spread, and the
weighted-average recovery rates that S&P considered appropriate.
S&P incorporated various cash flow stress scenarios using
alternative default patterns, and levels, in conjunction with
different interest and currency
stress scenarios.

Non-euro-denominated assets comprise 24.50% of the total
performing assets.  The transaction includes multicurrency
revolving liabilities intended to match the non-euro-denominated
assets and multicurrency revolving loans purchased by the issuer.
American-style currency call options hedge any currency
mismatches.  In S&P's cash flow analysis, it considered scenarios
where the hedging counterparty does not perform and where the
transaction is therefore exposed to currency rate changes.

The aggregate collateral balance has decreased by EUR10.37
million since S&P's last review in May 2012.  Of the balance,
EUR5.07 million was used to pay down the class A-1 and VFN notes.
The remaining decrease of the aggregate collateral balance is a
result of defaulted assets.  The non-euro asset-liability
mismatch has also decreased.  The weighted-average spread has
increased to 422 basis points (bps) from 359 bps over the same
period.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty
criteria, the available credit enhancement for the class A-1 and
VFN notes is commensurate with higher ratings than previously
assigned.  S&P has therefore raised to 'AA (sf)' from 'A+ (sf)'
its ratings on the class A-1 and VFN notes.

S&P's credit and cash flow analysis also indicates that the
available credit enhancement for the class B and C notes is
commensurate with higher ratings than previously assigned.  S&P
has therefore raised its ratings on the class B and C notes.

The available credit enhancement for the class D notes is
commensurate with a 'B+ (sf)' rating.  S&P has therefore lowered
to 'B+ (sf)' from 'BB (sf)' its rating on the class D notes.  S&P
has also affirmed its 'CCC (sf)' rating on the class E notes
because the available credit enhancement for these notes is
commensurate with the currently assigned rating.

Duchess VII CLO is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
December 2006 and is managed by Babson Capital Europe Ltd.

RATINGS LIST

Class             Rating
            To             From

Duchess IV CLO B.V.
EUR517.5 Million Secured Notes

Ratings Raised

A-1         AA (sf)        A+ (sf)
VFN         AA (sf)        A+ (sf)
B           A+ (sf)        BBB+ (sf)
C           BBB+ (sf)      BBB- (sf)

Rating Lowered

D           B+ (sf)        BB (sf)

Rating Affirmed

E           CCC (sf)


EUROCREDIT CDO IV: Moody' Cuts Ratings on 2 Note Classes to B3
--------------------------------------------------------------
Moody's Investors Service has taken rating actions on the
following notes issued by Eurocredit CDO IV B.V.:

   -- EUR252M (Current Rated Balance EUR61.9M) Class A-1 Senior
      Secured Floating Rate Notes due 2020, Affirmed Aaa (sf);
      previously on Feb 7, 2013 Affirmed Aaa (sf)

   -- EUR23M Class A-2 Senior Secured Floating Rate Notes due
      2020, Upgraded to Aa1 (sf); previously on Nov 14, 2013
      Upgraded to Aa2 (sf) and Placed Under Review for Possible
      Upgrade

   -- EUR8.5M Class B-1 Senior Secured Deferrable Floating Rate
      Notes due 2020, Upgraded to Baa3 (sf); previously on
      Nov 14, 2013 Ba1 (sf) Placed Under Review for Possible
      Upgrade

   -- EUR12.5M Class B-2 Senior Secured Deferrable Fixed Rate
      Notes due 2020, Upgraded to Baa3 (sf); previously on
      Nov 14, 2013 Ba1 (sf) Placed Under Review for Possible
      Upgrade

   -- EUR0.75M Class C-1 Senior Secured Deferrable Floating Rate
      Notes due 2020, Downgraded to B3 (sf); previously on Feb 7,
      2013 Downgraded to B2 (sf)

   -- EUR17.75M Class C-2 Senior Secured Deferrable Fixed Rate
      Notes due 2020, Downgraded to B3 (sf); previously on Feb 7,
      2013 Downgraded to B2 (sf)

Eurocredit CDO IV B.V., issued in November 2004, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high-yield senior secured European loans.  The portfolio
is managed by Intermediate Capital Managers Limited.  The
reinvestment period of this transaction ended in February 2010.

Ratings Rationale

According to Moody's, the upgrade of the Class A2 and B1/B2 notes
is primarily a result of the continued amortization of the
portfolio and subsequent increase in the collateralization ratios
since the last rating action in February 2013.  Moody's had
previously upgraded the ratings on Nov. 14, 2013, of Class A-2 to
Aa2 (sf) from Aa3 (sf) and left Class A-2 and B notes on review
for upgrade due to significant loan prepayments.  The actions
conclude the rating review of the transaction.

The senior notes have been paid down by approximately
EUR43.1 million (41%) since the rating action in February 2013
(which was based on the December 2012 report).  As a result of
this deleveraging, the overcollateralization ratios (or "OC
ratios") of the senior notes have increased significantly since
then.  As per the trustee report dated Dec. 23, 2013, the Class
A, Class B and Class C overcollateralization ratios are reported
at 153.3%, 122.9% and 104.6%, respectively, versus December 2012
levels of 136.8%, 117.6% and 104.6% respectively.

The downgrade of the Class C1/C2 notes is primarily from the
deterioration in the credit quality of the underlying collateral
pool as reflected in the deterioration in the average credit
rating of the portfolio (measured by the weighted average rating
factor, or WARF) and an increase in the proportion of securities
from issuers with ratings of Caa1 or lower.  As of the trustee's
December 2013 report, the WARF was 3365, compared with 3104
twelve months ago.  Securities with ratings of Caa1 or lower
currently make up approximately 19.8% of the underlying
portfolio, versus 11.1% twelve months ago.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of
EUR112.7 million, defaulted par of EUR16.6 million, a weighted
average default probability of 28.0% (consistent with a WARF of
4352), a weighted average recovery rate upon default of 43.6% for
a Aaa liability target rating, a diversity score of 18 and a
weighted average spread of 3.7%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  For a Aaa liability target rating,
Moody's assumed that a recovery of 50% of the 81.7% of the
portfolio exposed to first-lien senior secured corporate assets
upon default and of 15% of the remaining non-first-lien loan
corporate assets upon default.  In each case, historical and
market performance and a collateral manager's latitude to trade
collateral are also relevant factors.  Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower credit quality in the portfolio to
address refinancing risk.  Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
13% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 4744
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes.  CLO notes' performance may also be impacted either
positively or negatively by 1) the manager's investment strategy
and behavior and 2) divergence in the legal interpretation of CDO
documentation by different transactional parties due to because
of embedded ambiguities.

Additional uncertainty about performance is due to the following:

1) Portfolio amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortization could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager
or be delayed by an increase in loan amend-and-extend
restructurings. Fast amortization would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

2) Around 45.3% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

3) Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralization levels.  Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Moody's
analyzed defaulted recoveries assuming the lower of the market
price or the recovery rate to account for potential volatility in
market prices.  Recoveries higher than Moody's expectations would
have a positive impact on the notes' ratings.

4) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation
risk on those assets.  Based on the trustee's December 2013
report, reference securities that mature after the notes do
currently make up approximately 9% of the reference portfolio.
Moody's assumes that, at transaction maturity, the liquidation
value of such an asset will depend on the nature of the asset as
well as the extent to which the asset's maturity lags that of the
liabilities.  These investments could expose the notes to market
risk in the event of liquidation when the notes mature.
Liquidation values higher than Moody's expectations would have a
positive impact on the notes' ratings.

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



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


RAF-BIT: Polski Koncern Opens Liquidation Proceedings
-----------------------------------------------------
Polski Koncern Naftowy Orlen S.A. disclosed that on January 7,
2014, the motion regarding the opening of the liquidation
proceedings for Raf-Bit Sp. z o.o. ("Raf-Bit") was submitted in
the register court in Rzeszow.

The decision regarding the liquidation was made by Rafineria
Nafty Jedlicze S.A., as the sole shareholder of Raf-Bit.  On
December 31, 2013, at the Extraordinary General Meeting, Raf-Bit
adopted a resolution regarding the dissolution of the company.

The opening of liquidation was on December 31, 2013 as well as
appointing of Janusz Kapa.



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


METROPOLITANO DE LISBOA: S&P Affirms 'B' Issuer Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
issuer credit rating on Portuguese subway company Metropolitano
de Lisboa E.P. (Metro).  At the same time, S&P removed the rating
from CreditWatch, where it had placed it with negative
implications on Sept. 19, 2013.  The outlook is negative.

Rationale

The rating action follows a similar action on the Republic of
Portugal, which owns Metro.  The rating on Metro reflects S&P's
view of the company as a government-related entity (GRE) with an
"extremely high" likelihood of receiving extraordinary and timely
government support in case of need.  This stems from S&P's
assessment of Metro's:

   -- "Integral" link with the government.  S&P continues to see
      Metro as an extension of Portugal's central government,
      which fully owns Metro.  The central government decides
      Metro's strategy, makes its main budgetary decisions, and
      exercises very tight control over the company.  It also
      guarantees most of the company's debt, and the guarantee
      contains cross-default clauses regarding all Metro's
      financial obligations.  The central government also
      provides extraordinary support through budget loans so
      Metro can service its debt on time, and it manages Metro's
      derivatives directly; and

   -- "Very important" role for the government, as Lisbon's
      subway operator, in charge of developing the city's subway
      infrastructure.  S&P believes Metro has a key role in
      implementing the government's policy of fostering urban
      mobility in the capital.  However, S&P don't regard Metro's
      role as "critical" to the government, partly owing to the
      abrupt deterioration of Metro's stand-alone credit profile
      (SACP) after it experienced funding difficulties in 2011,
      which the government did not prevent.

"We assess Metro's SACP at 'cc' because, in our view, Metro
remains unable to fund its large negative financing cash flow
without government support.  Metro is highly leveraged and, in
our opinion, its access to funding other than from the government
is limited.  We understand that the government has not yet
created a formal financial framework that would provide Metro
with stable financial support.  As a result, since June 2011, the
company has relied on ad hoc extraordinary support from its
government owner when needed.  However, we do not factor in such
support when assessing the SACP," S&P said.

Under S&P's criteria, the 'CC' rating category is applicable to a
company it considers to be at substantial risk of default,
generally within six months and especially when a potential
default date can be determined.  However, S&P acknowledges that
some companies may find resources to continue operations and
honor their financial obligations for a longer period.

In Metro's case, S&P believes there is an "extremely high"
likelihood that the company will receive additional resources
from the central government to repay debt over the next 12
months. Consequently, in accordance with S&P's GRE criteria, it
adds a five-notch uplift to Metro's SACP of 'cc', resulting in
the 'B' rating.

Outlook

The negative outlook on Metro reflects that on Portugal.  S&P
could lower the rating on Metro if it downgraded Portugal.

S&P could revise the outlook on Metro to stable if it revised
S&P's outlook on Portugal to stable.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The chair
ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.

Ratings List
Ratings Affirmed; CreditWatch/Outlook Action

                              To                 From
Metropolitano de Lisboa E.P.
Issuer Credit Rating         B/Negative/--      B/Watch Neg/--


* S&P Affirms Ratings on Portuguese Banks
-----------------------------------------
Standard & Poor's Ratings Services said that it took the
following rating actions on Portuguese banks:

   -- S&P affirmed its 'BB/B' long- and short-term counterparty
      credit ratings on Banco Santander Totta S.A. (Totta) and
      removed them from CreditWatch, where they were placed with
      negative implications on Sept. 20, 2013.

   -- S&P affirmed its 'BB-/B' long- and short-term counterparty
      credit ratings on Caixa Geral de Depositos S.A. (CGD),
      Banco Espirito Santo S.A. (BES) and its core subsidiary
      Banco Espirito Santo de Investimento S.A., and Banco BPI
      S.A. BPI) and its core subsidiary Banco Portugues de
      Investimento S.A.  At the same time, S&P removed the
      ratings from CreditWatch, where they were placed with
      negative implications on Sept. 20, 2013.

   -- S&P affirmed its 'B/B' long- and short-term counterparty
      credit ratings on Banco Comercial Portugues S.A.
     (Millennium bcp) and removed them from CreditWatch, where
      they were placed with negative implications on Sept. 20,
      2013.

   -- The outlooks on the ratings on all of the above-mentioned
      entities are negative.

S&P also affirmed its 'B' issue rating on the secured guaranteed
exchangeable bonds due in 2015 issued by Controlinveste
International Finance and guaranteed by Millennium bcp.  At the
same time, S&P removed the rating from CreditWatch, where it was
placed with negative implications on Sept. 20, 2013.

Rationale

S&P's rating actions follow the affirmation of the long-term
sovereign credit rating on Portugal and its subsequent
reassessment of the economic and industry risks of the Portuguese
banking system.

The affirmation of S&P's rating on Totta reflects the affirmation
of the sovereign credit rating.  This is because the long-term
rating on Totta is limited by the rating on Portugal.  The other
Portuguese bank rating affirmations are primarily driven by S&P's
view that the operating environment, while still challenging, has
not further deteriorated in recent months.  S&P has therefore
maintained the anchor (the starting point in assigning a bank a
long-term issuer credit rating) that S&P applies to Portuguese
banks at 'bb'.  The affirmations also reflect S&P's view that
bank-specific factors have also not worsened in recent months.

In S&P's opinion, economic risk for banks in Portugal remains
high.  This reflects the country's prolonged economic recession
with only modest medium-term growth prospects, record
unemployment levels, limited government fiscal flexibility, and
high private-sector leverage.  In S&P's view, banks' credit
provisions will remain elevated at about 150 basis points in
2014, which will continue to constrain bottom-line results.  S&P
therefore expects the Portuguese banking system to record a
fourth consecutive year of net losses in 2014.

S&P has also maintained its opinion of industry risk in the
Portuguese banking system as high, which reflects in particular
S&P's view of its weak funding position.  Despite some
improvements -- owing to a reduction in funding needs as a result
of ongoing loan contraction -- the Portuguese banking system
remains highly dependent on European Central Bank (ECB) financing
as, in S&P's view, access to the capital markets has not been
restored.

"Our assessments of bank-specific factors remain unchanged.  We
have therefore maintained the stand-alone credit profiles (SACPs)
of CGD, BES, and BPI at 'bb-' and the SACP of Millenium bcp at
'b-'.  We consider CGD and BPI's capital positions to be "weak"
and Millenium bcp's capital position to be "very weak,"
especially in relation to the risks these banks face.  Our view
of BES and Millennium bcp incorporates our "moderate" assessment
of their liquidity positions, reflecting, among other things,
their significant reliance on ECB financing, which we believe the
banks will take a long time to unwind.  We continue to assess the
business positions of all rated Portuguese banks as "adequate,"
which primarily reflects our view of the stability of their
businesses and franchises," S&P said.

CGD recently reached an important milestone in its restructuring
process, in S&P's view, when it announced the sale of about 80%
of its insurance division to China-based conglomerate Fosun.
Restructuring requirements were imposed on CGD as a condition for
EU/state aid.  Although not all the details of the transaction
are available, and although we expect the disposal to be
beneficial for CGD's overall solvency, S&P estimates that its
assessment of its capital position will remain "weak," according
to its criteria.

Outlook

All S&P's long-term ratings on Portuguese banks currently carry
negative outlooks, reflecting its view of the still-fragile and
difficult operating environment for banks in Portugal as well as
some bank-specific factors.  A one-notch lowering of the
sovereign credit rating on Portugal could also lead to a lowering
of S&P's ratings on Totta and CGD.

"We could lower the ratings on Portuguese banks if the operating
environment proves more difficult than we currently expect,
particularly if we perceive -- contrary to our current
expectations -- that the prospect of private sector involvement
via sovereign debt restructuring has increased.  In our view,
this could have a very disruptive effect on the Portuguese
economy, result in severe credit losses for the banking system,
and ultimately hit banks harder than we currently expect.  In
addition, if concerns regarding the sovereign's creditworthiness
were renewed, banks' progress toward rebalancing their funding
profiles could be reversed," S&P added.

Bank-specific factors also contribute to S&P's negative outlooks
on BES and Millennium bcp.  S&P's negative outlook on BES takes
into account the possibility that the bank might be unable to
sustain capital at what S&P considers to be a "moderate" level.
In the case of Millennium bcp the negative outlook factors in the
implementation risks associated with the restructuring process
as, in S&P's view, it could erode the institution's stability and
franchise.

A one-notch lowering of the rating on Portugal could also lead
S&P to lower the ratings on Totta and CGD.  In the case of Totta,
the only factor behind the negative outlook is the possibility
that S&P could lower the rating on Portugal.  This is because,
under S&P's criteria, uplift for the potential for group support
cannot lift the issuer credit rating on a subsidiary that is not
"core" higher than the sovereign rating of the host country.  As
S&P considers Totta to be "highly strategic" for Santander group,
uplift for group support does not result in Totta being rated
above Portugal.

In the case of state-owned CGD, a lower sovereign rating would
constrain S&P's ability to incorporate extraordinary government
support into the ratings on CGD if its stand-alone
creditworthiness were to deteriorate.  The latter could be the
result of the operating environment becoming more difficult than
S&P currently expects, or if -- contrary to its current
expectations -- the ongoing restructuring process eroded the
stability of CGD's business and franchise or represented a
significant managerial challenge for the bank.

In addition, if S&P lowered the rating on Portugal by more than
one notch, it could also lower the ratings on BES, BPI, and CGD,
as S&P typically do not rate banks above the foreign currency
rating on their country of domicile.  In this scenario, S&P could
also lower the ratings on Millennium bcp as it would probably no
longer incorporate one notch of potential extraordinary
government support into its rating on the bank.

S&P could consider revising the outlooks on the Portuguese banks
to stable if the risks described above were to abate.

RATINGS LIST

Ratings Affirmed; CreditWatch Action

                                      To           From
Banco Santander Totta S.A.
Counterparty Credit Rating          BB/Neg/B    BB/Watch Neg/B

Caixa Geral de Depositos S.A.
Banco Espirito Santo S.A.
Banco Espirito Santo de Investimento S.A.
Banco BPI S.A.
Banco Portugues de Investimento S.A.
Counterparty Credit Rating           BB-/Neg/B   BB-/Watch Neg/B

Banco Comercial Portugues S.A.
Counterparty Credit Rating           B/Neg/B     B/Watch Neg/B

Controlinveste International Finance
Secured Debt Rating                  B           B/Watch Neg

NB-The list does not include all the ratings affected.



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


SBERBANK OF RUSSIA: Fitch Raises Viability Rating to 'bb-'
----------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Subsidiary Bank
Sberbank of Russia OJSC's (SBK) Issuer Default Ratings (IDR) at
'BBB-' with a Stable Outlook and upgraded its Viability Rating
(VR) to 'bb-' from 'b+'.

Fitch has also withdrawn without affirmation Subsidiary JSC VTB
Bank (Kazakhstan)'s (VTBK) ratings, as the bank has chosen to
stop participating in the rating process.  Fitch will no longer
provide ratings or analytical coverage of VTBK.

Key Rating Drivers - SBK's IDRs, Support Rating, Support Rating
Floor, Debt Ratings And National Rating

SBK's IDRs are based on the high probability of support from its
owner, Sberbank of Russia (Sberbank, BBB/Stable), if needed.
Sberbank's propensity to support SBK would likely be high, in
Fitch's view, given the full ownership, the strategic importance
of Sberbank's expansion in the CIS region and internationally,
the moderate cost of any potential support, significant potential
reputational risks arising from a subsidiary default, Sberbank's
strong track record to date of supporting its subsidiaries,
including SBK, and the solid government relations between Russia
and Kazakhstan.

The one-notch differential between Sberbank's and SBK's IDRs
reflects the cross-border ownership, some operational
independence of the Kazakh subsidiary and SBK's so far limited
contribution to Sberbank's operations (less than 2% of
consolidated assets), although Fitch understands that Sberbank
considers development of SBK an important part of its
international expansion.

Rating Sensitivities - SBK'S IDRS, Support Rating, Support Rating
Floor, Debt Ratings And National Rating

SBK's ratings would likely be upgraded or downgraded in case of
similar rating action on the parent or if Fitch's view of support
propensity changes.

Key Rating Drivers - SBK'S VR

The upgrade of SBK's VR to 'bb-' from 'b+' reflects the
continuing strengthening of the bank's domestic franchise; its
track record of robust performance driven by solid margins and
low funding costs.  It also reflects the low level of problem
loans, albeit the recent rapid loan growth (47% in 2013) may
result in asset quality deterioration as the loan book seasons,
and the ordinary benefits of support, including reasonable
capitalization maintained through timely capital injections by
the parent.

SBK's asset quality compares well with large Kazakh banks. At
end-9M13, reported non-performing loans (NPLs; more than 90 days
overdue) were a low 2.6% and covered by provisions equal to 3.3%
of the portfolio.  However, Fitch considers that some of the top
25 loans (amounting to 7% of gross loans), are potentially risky
although not NPLs.  Positively, SBK's available capital buffer
and robust pre-impairment profitability (4.3% of average total
assets in 9M13, annualized) are sufficient to fully cover these
exposures in a downside scenario.

SBK reported a reasonable 12.7% regulatory total capital adequacy
ratio at end-2013, supported by a KZT7.5 billion equity injection
from Sberbank in December 2013 and earnings retention.

On the funding side, SBK relies on corporate deposits, which tend
to be sticky, with the loans/deposits ratio standing at 92% at
end-3Q13. However, the bank plans to gradually increase the share
of market funding.

Rating Sensitivities - SBK'S VR

SBK's VR has limited upgrade potential from its current level
given the somewhat unseasoned loan book and further growth
challenges.  A sharp deterioration in asset quality and loss
absorption capacity could lead to a downgrade.

SBK is the fifth-largest bank in Kazakhstan, focusing primarily
on corporate business. Sberbank currently owns virtually 100% of
SBK.

The rating actions are as follows:

SBK

- Long-Term foreign currency IDR: affirmed at 'BBB-'; Outlook
   Stable

- Long-Term local currency IDR: affirmed at 'BBB-'; Outlook
   Stable

- Short-Term foreign currency IDR: affirmed at 'F3'

- Viability Rating: upgraded to 'bb-' from 'b+'

- Support Rating: affirmed at '2'

- National Long-Term Rating: affirmed at 'AA(kaz)'; Outlook
   Stable

- Senior unsecured debt rating: affirmed at 'BBB-(EXP)'

- Senior unsecured debt National Rating: affirmed at
   'AA(kaz)(EXP)'

- Subordinated debt rating: affirmed at 'BB+'

- Subordinated debt National Rating: affirmed at 'AA-(kaz)'

VTBK

The following ratings have been withdrawn without affirmation:

- Long-Term foreign currency IDR: 'BBB-'; Negative Outlook

- Short-Term foreign currency IDR: 'F3'

- Long-Term local currency IDR: 'BBB-'; Negative Outlook

- Support Rating: '2'

- National Rating: 'AA(kaz)'; Negative Outlook

- Senior unsecured debt rating: 'BBB-'

- Senior unsecured debt National Rating: 'AA(kaz)'


SUKHOI CIVIL: Fitch Affirms 'BB' LT Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Russia-based Sukhoi Civil Aircraft
JSC's (SCAC) Long-Term Issuer Default Ratings (IDR) at 'BB' with
a Stable Outlook.

Key Rating Drivers

State Support

In line with Fitch's parent subsidiary linkage methodology,
SCAC's ratings are notched down three levels from the ratings of
its ultimate majority shareholder, the Russian government
(BBB/Stable).  The three-notch differential reflects the
company's strong links to the state but also the lack of explicit
state guarantee for SCAC's debt.  However, a high proportion of
SCAC's debt comes from state-owned banks while state-owned
intermediate holding companies, including United Aircraft
Corporation and Sukhoi Aviation Holding, provide guarantees in
support of a material proportion of SCAC's debt.  The Outlook
reflects that on the Russian government.

Due to the government's shareholding, Fitch expects SCAC to
continue to receive support from the Russian state via further
equity injections over and above what has already been
contributed.  Any waning, or perceived waning, of that support,
is likely to lead to SCAC's ratings being further notched down
from those of the sovereign.

Super Jet 100

The relationship between SCAC and the Russian government is
underpinned by the strategic importance of the Super Jet 100 (SSJ
100) aircraft to the state, which is likely to be the entry point
for other Russian commercial aircraft programs such as the MS21.
The SSJ 100 is the only product SCAC has delivered to date,
although a business jet version has been launched and is
scheduled to be delivered in 2014.  A stretch version of the SSJ
100 is likely to be delivered around 2018.

Expected CIS and Emerging Market Demand

Other factors influencing the ratings are strong domestic demand
for the SSJ 100 (152 orders taken to date plus 53 options/soft
orders), the presence of French-based engine manufacturer SNECMA
as a risk-sharing partner on the SSJ 100 program, and the long-
term potential for cash flow generation. On a standalone basis,
however, SCAC is unlikely to be profitable in the next two years.

Rating Sensitivities

Future developments that could lead to positive or negative
rating actions include:

- Changes to the sovereign ratings, which could prompt a review
   of the company's IDRs, National Ratings and Outlook

- Any strengthening of state support, such as a provision of
   written guarantees of SCAC's debt from the Russian Ministry of
   Finance, would likely lead to a closer rating linkage between
   SCAC and the government.  A weakening of support, such as a
   reduction in the state's shareholding in SCAC, or a waning
   commitment to the company's program, could lead to a widening
   of the rating gap between Russia and SCAC.

The rating actions are as follows:

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

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

-- Foreign and local currency senior unsecured ratings affirmed
    at 'BB'

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

-- National Short-term rating affirmed at 'F1+(rus)'



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


EROSKI: Mondragon Chair Steps Down Amid Massive Debt Problems
-------------------------------------------------------------
Fresh Plaza reports that Txema Gisasola, chairman of Basque
cooperative group Mondragon, has resigned citing "personal
reasons" in the wake of the massive debt problems incurred by the
group's supermarket chain Eroski.

In a statement, Mondragon said its board was setting up a
management commitment to draw a new "general framework" for the
path the cooperative will be taking over the coming years, Fresh
Plaza relates.

A new chairman will be chosen once that task has been completed,
Fresh Plaza discloses.

According to Fresh Plaza, Spanish newspaper El Pais reported last
Thursday that Eroski proposed that 30,000 holders of its EUR660
million debt accept a haircut of 30% of the nominal value of
their holdings and to swap these for a new issue of 12-year bonds
and the offer of the repayment of 15% of their investment.


LA SEDA: Liquidation Proceedings Commences
------------------------------------------
plasteurope.com reports that the long saga of La Seda de
Barcelona's insolvency proceedings has begun a new chapter.

On January 3, 2014, the Board of Directors' Chairman Carlos
Moreira da Silva said the company had filed for an open request
phase settlement in accordance with its voluntary bankruptcy and
pursuant to Article 142.1 of the country's bankruptcy law,
according to plasteurope.com.

Mr. da Silva, the report notes, said that the decision by LSB to
commence liquidation proceedings was the "best way" to protect
its asset value and to facilitate an orderly sales process that
ensures continuity. Da Silva said the company had received
several expressions of interest and offers.


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


VAT VAKUUMVENTILE: S&P Assigns Prelim. 'B+' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' long-term corporate credit rating to
Switzerland-based developer and producer of valves VAT
Vakuumventile AG (VAT). The outlook is stable.

At the same time, S&P assigned its preliminary 'B+' issue rating
to VAT's proposed US$405 million senior term loan.  The recovery
rating on this loan is '3', indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.

Final ratings will depend on S&P's receipt and satisfactory
review of all final transaction documentation.  Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings.  If Standard & Poor's does not receive final
documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, S&P reserves the
right to withdraw or revise its ratings.  Potential changes
include, but are not limited to, utilization of loan proceeds,
maturity, size and conditions of the term loan, financial and
other covenants, security, and ranking.

The ratings are based on S&P's expectation that the proposed
refinancing of the group will be completed over the coming weeks,
in accordance with the preliminary documentation made available
to us by VATs and its shareholders, funds advised by  Partners
Group (not rated) and Capvis (not rated).

The ratings on VAT are primarily constrained by S&P's view of the
company's "highly leveraged" financial profile and S&P's
assessment of the company's financial policy as FS-6, based on
VAT's private equity ownership.  S&P understands that the
shareholder has part financed the VAT acquisition through
CHF356 million of shareholder loans.  Despite S&P's view that
these shareholder loans have certain equity characteristics, are
noncash paying, and subordinated, S&P treats these instruments as
debt-like, according to its criteria.  At year-end 2014, S&P
therefore assumes adjusted debt to EBITDA of around 7.0x-7.5x
(3.0x-3.5x excluding the shareholder loan).  In S&P's opinion,
VAT should be able to generate solid operating cash flow after
the acquisition.  However, S&P believes that there is little room
for deleveraging, due to the accruing shareholder loan.

S&P views VAT's business risk profile as fair.  VAT enjoys a
strong market position, with market share of around 47%,
technology leadership, and high EBITDA margins, which S&P assumes
will remain in the mid to upper end of the 20%-30% range.  As
there are significant barriers to customers shifting supplier of
valves, both in terms of costs and time, S&P expects VAT to keep
its leadership position.  S&P views geographic diversification as
strong, with roughly 30% sales to each of Europe and the U.S. and
20% to Japan.  Key weaknesses for the business risk profile are
the high customer concentration -- the newly merged Applied
Material and Tokyo Electron will constitute around 20% of total
sales -- and the high exposure to the semiconductor industry,
which is inherently volatile.  Over the medium to long term there
is also a technology risk attached to VAT's products, should any
competing products emerge.  Further supporting the rating is the
fact that VAT's business has low capital intensity, supporting
solid cash generation, and has a proven track record of growth
and stable margins.

S&P views the financial risk profile to be at the stronger end of
the highly leveraged range, and therefore believes that VAT
compares favorably with peers at the same rating level.  Under
S&P's comparable rating analysis, it adds a one-notch uplift from
the anchor to arrive at a rating of 'B+'.

The stable outlook reflects S&P's opinion that VAT will retain
its leading position in its niche market, and its relatively high
profitability.  S&P expects the EBITDA margin to remain at least
in the high twenties as a percentage, and free operating cash
flow to be positive.

S&P could consider a positive rating action if VAT's FFO to debt
moved permanently into the 17%-20% range, including the
shareholder loan, and debt started to decrease in absolute terms.
Due to the shareholder loan, S&P sees this as unlikely in the
coming years.

S&P could lower the rating if unexpected adverse operating
developments occurred, and VAT started losing market share,
pushing the group's reported EBITDA margin into the lower level
of the 20%-25% range, leading to covenant headroom that S&P
considered tight under its criteria.  S&P might also consider a
downgrade if the group's free operating cash flow turned negative
as a result of operating shortfalls, or if the non-cash paying
shareholder loan were replaced by a cash-paying instrument.



=============
U K R A I N E
=============


* UKRAINE: Fitch Says Clashes Show Fragility Remains a Risk
-----------------------------------------------------------
Clashes between anti-government protestors and police in Ukraine
could weaken confidence and push up demand for foreign currency,
although Russia's provision of external financing has
significantly reduced the risk of a sovereign external liquidity
crisis in 2014, Fitch Ratings says.

Political uncertainty will continue to weigh on Ukraine's credit
profile heading into presidential elections due in February 2015,
notwithstanding the Russian agreement.

Street protests began in late November after the government
halted preparations to sign an EU Association Agreement.  But the
clashes in Kiev that began on Sunday, prompted by the
introduction of anti-protest laws, are the first time they have
turned violent.  At least one person has been killed, according
to media reports today.

The political climate in Ukraine remains very fragile.  This is
underscored by the lack of a co-ordinated opposition program, the
deep-seated nature of the protestors' grievances and the
potential impact of any response to the violence by the
international community.  All of this suggests that the crisis is
still some way from resolution.

A weakening of President Yanukovich's position this year might
affect Russia's willingness to continue disbursements.  If
Russian lending were interrupted, the hryvnia, which has fallen
on this week's violence, could come under additional pressure.
(We do not anticipate the authorities moving towards a more
flexible exchange rate policy, and forecast the hryvnia to remain
at around USD/UAH8.3 this year following the Russian funding
agreement.)

By providing an alternative to IMF funding, Russian support may
enable the authorities to delay fiscal adjustment and structural
reforms until after the elections.  The revised 2014 budget,
passed last week, raised the consolidated budget deficit target
by 1.6pp of GDP to 4.3%.

The December agreement saw Russia agree to provide USD15 billion
in financing (the first USD3 billion tranche was received at the
end of the month) and cut gas prices (from USD400/bcm to
USD269/bcm in 1Q14).  This will enable Ukraine to meet its
external sovereign debt repayments due this year and ease
pressure on the current account, but external finances remain a
key credit risk that the Russian deal only eases temporarily.

Ukraine would face a refinancing hump in 2016 if the remaining
USD12 billion of issuance were disbursed this year and had the
same maturity as the two-year bonds issued to Russia in December.
It is doubtful that Ukraine could borrow enough in the market to
smooth out its repayment profile, so Russian rollovers would be
necessary.

And while the current account deficit will fall from around 8.6%
of GDP, looser fiscal policy will offset some of the benefits of
a lower gas import bill, keeping the deficit high at around 7% of
GDP. This would mean Ukraine would continue to accumulate
external debt.  Reserves are forecast to rise to USD24 billion in
2014, but they will still barely cover three months of imports.



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


HEARTS OF MIDLOTHIAN: Administrators Set to Buy UBIG's Stake
------------------------------------------------------------
Stuart Bathgate at The Scotsman reports that the Hearts of
MidLothian Football Club took another significant step towards
new ownership on Tuesday when it was announced that
administrators BDO have a verbal agreement with UBIG to buy the
Lithuanian company's 50% stake in the club.

But BDO warned that, while they hope to turn that verbal
agreement into a written one in the coming days, there is still
no prospect of the club exiting administration this month, The
Scotsman notes.

Even if that written agreement is completed between the two
parties this week, a court in the Baltic republic would first
have to sanction the share purchase, The Scotsman says.  Only
then could the Company Voluntary Arrangement involving the
Foundation of Hearts be completed, according to The Scotsman.
And then, once the CVA had gone through, several more weeks would
be needed to tie up all the legalities before administration was
at an end and the Foundation were confirmed as new owners, The
Scotsman states.

"The club will not be out of administration by the end of
January," The Scotsman quotes a spokesman for BDO as saying on
Tuesday.  "These processes take time."

Having said that, BDO, who have been the administrators at the
Tynecastle unit since last June, is confident that significant
progress has been made with UBIG, who were once Hearts' parent
company under the control of Vladimir Romanov, The Scotsman
relates.

The CVA was voted through at the end of November by the required
majority of Hearts' creditors and shareholders, foremost among
them being Ukio, another Lithuanian firm that was also once
controlled by Romanov, The Scotsman recounts.  UBIG abstained,
because they are also insolvent, The Scotsman says.

That CVA was conditional upon UBIG agreeing to sell their stake
in Hearts, as their 50% is needed before BDO pass the threshold
of 79.9% of the total shares, The Scotsman discloses.  On
Tuesday, BDO refused to confirm reports that the verbal agreement
announced on Monday was to buy those shares for GBP50,000, The
Scotsman relays.

                    About Hearts of Midlothian

Hearts of Midlothian Football Club, more commonly known as
Hearts, is a Scottish professional football club based in Gorgie,
in the west of Edinburgh.

Hearts went into administration after the Scottish FA opened
disciplinary proceedings against the club.  BDO was appointed
administrators on June 19.


HMV GROUP: New Owner Store Closures Following Rescue
----------------------------------------------------
Scott Reid at The Scotsman reports that Hilco, the new owner of
HMV Group, ordered a string of store closures.

Hilco acquired the retail business last April after it fell into
administration following a lengthy battle with supermarkets,
online retailers such as Amazon, and digital downloading and
streaming, The Scotsman recounts.

It promised "an enhanced music and visual range" after completing
its rescue deal, which encompassed 141 stores, including 25 which
had been earmarked for closure by administrators at Deloitte, The
Scotsman relates.  Nine shops trading under the Fopp brand, which
has Scottish roots, were included in the deal, The Scotsman
notes.

But a number of store closures have now emerged across the UK,
with shops in Leith's Ocean Terminal shopping center and Fort
Kinnaird on the outskirts of the Scottish capital staging
closing-down sales, The Scotsman discloses.

The two outlets had initially been earmarked for closure last
year when administrators were appointed, along with a flagship
Princes Street branch, which remains open, The Scotsman notes.

                         About HMV Group

United Kingdom-based HMV Group plc is engaged in retailing of
pre-recorded music, video, electronic games and related
entertainment products under the HMV and Fopp brands, and the
retailing of books principally under the Waterstone's brand.  The
Company operates in four segments: HMV UK & Ireland, HMV
International, HMV Live, and Waterstone's.

On January 14, 2013, HMV Group went into administration after
suppliers refused a request for a GBP300 million lifeline for the
company.  Deloitte was appointed as administrator to the chain,
which was hit by growing competition from online rivals,
supermarkets, and illegal downloads.


INVESTEC BANK: Fitch Affirms 'BB-' Jr. Subordinated Debt Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Investec Bank Plc's (IBP) Long-term
IDR at 'BBB-' and Viability Rating (VR) at 'bbb-'.  The Outlook
on the Long-term IDR has been revised to Stable from Negative.

Key Rating Drivers - IDRS, Vr and Senior Debt

IBP's ratings reflect its intrinsic strength.  The ratings
consider IBP's concentrated, albeit declining, property exposure
and weak earnings as the bank has dealt with various challenges
and the realignment of its business model over the past three
years.  The ratings also consider IBP's acceptable
capitalization, stable funding and strong liquidity.

The revision of the Outlook to Stable reflects Fitch's opinion
that asset quality has stabilized and that the tail risks
remaining in IBP's loan book have been reduced through provisions
and recoveries to the extent that they are unlikely to put
material pressure on the bank's capitalization.   While
profitability remains weak (despite improving sustainability),
Fitch does not expect any major deterioration of asset quality
and considers that IBP's modest but improving earnings should be
sufficient to absorb credit losses in the medium term.

Despite reducing steadily over the past three years, IBP's loan
portfolio is concentrated towards loans collateralized by
residential and commercial property, which accounted for 32% of
the loan book at end-1H14 (FYE11: 46%).  Exposure to higher risk
development and planning, which has been the main source of
defaults, has also reduced significantly to GBP0.8 billion or 10%
of the loans at end-1H14 (FYE11: 21%).

Fitch expects gross defaults (NPLs) to reduce as a proportion of
gross loans in the medium to long term given the focus on higher
quality new lending (Fitch-calculated end-1H14: 4.3%).

Nevertheless, current NPLs could be sticky and take some time to
work out.  Coverage of NPLs by reserves improved slightly to 50%
at end-1H14, which in Fitch's opinion makes the bank moderately
vulnerable to a fall in collateral values.  Fitch expects loan
impairment charges will continue to reduce and will stabilize at
55bp-60bp of gross loans in the medium term.  Other exposures
which could give rise to volatility in earnings and/or affect
IBP's Fitch core capital (FCC) ratio include structured credit
investments of about GBP0.5 billion (60% rated 'A' or above;
equivalent to 35% of FCC) at end-1H14 and unlisted equities of
GBP242 million (18% of FCC).

Rating Sensitivities - IDRS, VR and Senior Debt

Downward pressure could arise from a material deterioration of
IBP's capital position, for example if loan impairment charges
are significantly higher than expected.  Weakening of the bank's
liquidity and funding profile could also be negative for the
ratings.

Upside potential is limited in the short to medium term.
Nevertheless, elimination of tail risks through further
reductions in higher risk exposures to property, strengthening of
capital and improved and stable profitability would be positive
drivers.

In November 2013, IBP announced that a number of options were
being explored with regard to Investec Bank (Australia) Limited,
including a possible sale or joint venture of its Professional
Finance and Asset Finance & Leasing divisions.  Information on
the potential sale value and the use of the proceeds is not yet
available as the tender process for the transaction has just
begun.

Key Rating Drivers And Sensitivities - Support Rating And Support
Rating Floor

Fitch does not rely on the possibility of extraordinary support
being made available to IBP by the UK government in its ratings.
Fitch does not expect any change in the Support Rating or Support
Rating Floor.

Key Rating Drivers And Sensitivities - Subordinated Debt And
Other Hybrid Securities

Subordinated debt and other hybrid capital issued by IBP are all
notched down from its 'bbb-' VR in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles.

In accordance with Fitch's criteria 'Assessing and Rating Bank
Subordinated and Hybrid Securities', subordinated (lower Tier 2)
debt are rated one notch below IBP's VR to reflect the
incremental loss severity of this type of debt when compared with
average recoveries.

The junior subordinated debt securities are rated three notches
below IBP's VR to reflect the incremental loss severity risk of
these securities when compared with average recoveries (one notch
from the VR) as well as high risk of non-performance due to the
discretionary, albeit often constrained, coupon deferral features
of this instrument (an additional two notches).

Their ratings are primarily sensitive to any change in IBP's VR.

The rating actions are as follows:

-- Long-term IDR affirmed at 'BBB-'; Outlook revised to Stable

-- Short-term IDR affirmed at 'F3'

-- VR affirmed at 'bbb-'

-- Support Rating affirmed at '5'

-- Support Rating Floor affirmed at 'No Floor'

-- Junior subordinated debt affirmed at 'BB-'

-- Senior unsecured certificates of deposit affirmed at
    Long-term 'BBB-' and Short-term 'F3'

-- Senior unsecured EMTN Programme affirmed at Long-term 'BBB-'
    and Short-term 'F3'

-- Subordinated debt affirmed at 'BB+'


NIGEL RICE: Ends Partnership with Palletways After Collapse
-----------------------------------------------------------
Motor Transport reports that Palletways and Nigel Rice Transport
parted company at the end of last year due to concerns about the
now collapsed operator's ability to meet its network commitments.

Nigel Rice Transport, which had been trading under a Company
Voluntary Arrangement since March 2013, ceased trading and was
placed into liquidation last week after a meeting of creditors
was held on Jan. 17, Motor Transport relates.


NOTTINGHAM RUGBY CLUB: Saved From Liquidation, Secures GB750,000
----------------------------------------------------------------
Colin Fray at BBC Radio Nottingham reports that Nottingham Rugby
club has been saved from liquidation after securing GBP750,000 of
new investment over the next three years.

The club been taken over by a 15-strong consortium called the
Friends of Nottingham Rugby, but some members are remaining
anonymous, according to BBC Radio Nottingham.

Chief Executive Simon Beatham and Chairman Alastair Bow are in
the group.

The report notes that the club has been plagued by financial
difficulties in recent years and has been seeking new investment
for several months.  They were on the verge of liquidation when
the new deal was signed on Christmas Eve, the report notes.

"The club has been in serious financial problems from June and
the Friends of Nottingham have been helping get the club through,
right up until November," the report quoted Mr. Bow as saying.
"When it came to December, we were getting pretty serious. To be
fair, we probably wouldn't be here today if we hadn't have done
this.  It would have been administration and immediate
liquidation," Mr. Bow said, the report relays.

The report discloses that the new investment will enable the club
to continue at its current level of funding and, Bow hopes,
maintain their Championship status.  But they are seeking further
"Friends" to double the annual budget to GBP500,000 so they can
compete at the top end of the table and push for promotion to the
Premiership, the report notes.


OVERTON RECYCLING: Bought Out of Administration; 48 Jobs Saved
--------------------------------------------------------------
Insolvency News reports that Overton Recycling Limited has been
sold out of administration, securing the jobs of all 48 staff.

According to Insolvency News, following a "sharp deterioration in
trading earlier last year which had impacted cash flow", the
company entered administration on a Company Voluntary Arrangement
(CVA).

Steve Stokes and Gerald Smith, partners at FRP Advisory, were
appointed as joint administrators in November 2013, Insolvency
News recounts.

The administrators secured a sale of the business and its
accompanying assets to Environcom, an electrical reuse and
recycling specialist, Insolvency News discloses.

Overton Recycling Limited is a Lye-based waste management and
recycling firm.


REDRUP PUBLICATIONS: Copyright Breach Puts Firm Out of Business
---------------------------------------------------------------
thisisthewestcountry.co.uk reports that Redrup Publications boss
Jon Redrup went out of business after landing a huge bill for
breaching copyrights belonging to a firm he once owned.

Jon Redrup put Redrup Publications, trading as Complete Care
Training, into voluntary liquidation after a judge ordered his
company to pay over GBP55,000 with the threat of an even bigger
payout looming, according to thisisthewestcountry.co.uk.

The report relates that the judge ruled in the High Court that
Mr. Redrup reproduced large chunks of training manuals for care
home staff from publications produced by Norton Fitzwarren-based
Redcrier Publications, which he owned before selling it to Alec
Seville.

The report notes that Recorder Alastair Wilson QC ordered Redrup
Publications to make interim payments totaling GBP37,450 to
Redcrier Publications for breaching the copyright with
GBP18,029.25 towards their costs.

The report relays that Mr. Redrup would have faced a bigger bill
at a future court hearing, but no money will be paid after he put
Redrup Publications into liquidation last month following the
case.

In his judgment, the report discloses that the Recorder said Mr.
Redrup founded Redcrier Publications, selling it to Mr. Seville
in 2007, though he continued working there until 2011 when he
resigned to set up Redrup Publications, trading as Complete Care
Training in competition.  The report relates that the Recorder
said CCT "copied the Redcrier manuals and updated them in some or
all cases".

CCT initially disputed breaching copyright laws, claiming
Redcrier's material was not original, but later backed down, the
report says.


TRAVELZEST PLC: Won't Exit Administration via CVA
-------------------------------------------------
StockMarketWire.com reports that the joint administrators of
Travelzest have confirmed that it will not be possible to achieve
an exit from administration via a Company Voluntary Arrangement
(CVA).

For the CVA and associated issue of share capital to have taken
place it required 75% of existing shareholders to vote in favor,
StockMarketWire.com notes.  According to StockMarketWire.com, a
group of shareholders which claims to represent 28% of the
Company's shareholding advised that it intended to oppose the
rescue of the Company via a CVA.

As such, the parties considering funding the rescue, which would
have resulted in a small dividend to unsecured creditors and a
diluted but tradeable shareholding for existing shareholders,
have withdrawn their offer on the basis that the necessary
favorable vote would likely not be achieved, StockMarketWire.com
says.

As a result, there will now be no return to creditors and the
joint administrators advise that they intend to exit the
administration via a dissolution of the Company once they have
fulfilled their statutory duties, StockMarketWire.com discloses.

The joint administrators further confirm the resignation of the
Company's nominated adviser, Sanlam Securities UK Limited, with
immediate effect, StockMarketWire.com relates.

Travelzest plc -- http://www.travelzestplc.com/tvz/-- is a
holding company.  During the fiscal year ended October 31, 2012
(fiscal 2012), the principal activity of the Company was the
provision of retail travel sales and tour operation.  The
Company's portfolio includes itravel2000.com, The Cruise
Professionals and Captivating Cuba.


WHITCLIFFE HOTEL: Goes Into Liquidation, Closes Doors
-----------------------------------------------------
Julie Tickner at Telegraph & Argus reports that Whitcliffe Hotel
in Cleckheaton as closed its doors and put up a poster telling
would-be guests to contact insolvency practitioners.

The Whitcliffe Hotel in Cleckheaton shut suddenly and Companies
House now has the business listed as being in liquidation,
according to Telegraph & Argus.

The report notes that Rushtons Accountants Insolvency
Practitioners, based in Shipley, are acting for the hotel and a
meeting of creditors was held at its offices in Ashley Lane.



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


* BOOK REVIEW: A Legal History of Money in the United States
------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/x8Gesf

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970. It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973. Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law. Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money. He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."
From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state. The foundations of monetary
policy were laid between 1774 and 1788. Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit. The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level. Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making. Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law. Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34. Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government. Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role. Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive. It includes 18 pages of sources cited and 90 pages
of footnotes. Each era of American legal history is treated
comprehensively. The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.
James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history. He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.


                            *********

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.

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.


                 * * * End of Transmission * * *