TCREUR_Public/140205.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

          Wednesday, February 5, 2014, Vol. 15, No. 25

                            Headlines

A U S T R I A

HYPO ALPE ADRIA: Government Must Not Rule Out Insolvency


C R O A T I A

INSTITUTE OF IMMUNOLOGY: Pharmas, Nexus Mull Rescue Plan


G E R M A N Y

CS EUROREAL: Disposes Assets in EUR315 Million Sales
WETBILD: Attracts Several Potential Buyers


I R E L A N D

CELF LOAN: Moody's Upgrades Rating on EUR19.5MM Notes to 'B1'
ELVERYS SPORTS: To Face Receivership; Management to Buy Business
MOUNT CARMEL HOSP: Patients Flood Helplines After Closure News
STAFFORD GROUP: Lifestyle Sports Threatens to Close 10 Outlets
THESEUS EUROPEAN: Moody's Affirms 'Ba2' Rating on EUR15MM Notes


I T A L Y

BANCO POPOLARE: S&P Puts 'BB' Counterparty Rating on Watch Neg.
BERICA 6 RESIDENTIAL: S&P Affirms B+ Rating on Class D Notes
ICCREA BANCA IMPRESA: Fitch Cuts Sub. Tier 2 Notes Rating to BB


N E T H E R L A N D S

HERBERT PARK: S&P Affirms 'B' Rating on Class E Notes
NOSTRUM OIL: S&P Assigns 'B+' Rating to New US$400MM Senior Notes
VIMPELCOM LTD: Moody's Says Financial Policy Updates Credit Pos.
ZIGGO BV: Moody's Rates New Sr. Secured Credit Facilities (P)Ba3


P O L A N D

PORTUGAL: Tortus Capital Bets on Country's Debt


S P A I N

BANKIA SA: Spain Prepares to Sell Stake
EMPARK APARCAMIENTOS: S&P Assigns 'BB-' CCR; Outlook Stable


U K R A I N E

UKRAINE: Non-Insurance Recovery in Progress, Fitch Says


U N I T E D   K I N G D O M

CAMERON BLACK: Closes Operations, BDO Tapped as Administrator
CASH'S (UK): In Administration; Seeks Buyer
DRACO ECLIPSE 2005-4: Fitch Affirms CCCsf Rating on Class E Notes
HEARTS OF MIDLOTHIAN: Steps Closer to Exiting Administration
PROMINENT 2: Fitch Lowers Rating on GBP120MM Cl. A Notes to 'Dsf'

WINDERMERE XIV: Fitch Cuts EUR17.4MM Cl. F Notes Rating to 'Dsf'


X X X X X X X X

* Fitch Publishes February SME CLO Compare


                            *********


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


HYPO ALPE ADRIA: Government Must Not Rule Out Insolvency
--------------------------------------------------------
Michael Shields at Reuters reports that a prominent economist
said on Monday that Austria should at least consider allowing
troubled lender Hypo Alpe Adria to go bust.

The Austrian government, central bank and a special Hypo task
force have warned that a Hypo insolvency might trigger a chain
reaction that could suck in other banks and ruin Austria's
reputation on international capital markets, Reuters relates.

Austria took over Hypo in 2009 after the bank's breakneck
expansion pushed it to the brink of bankruptcy, Reuters recounts.
Taxpayers have provided EUR4.8 billion in aid for Hypo so far,
Reuters discloses.

The coalition wants healthier commercial lenders to support a
"bad bank" that would absorb toxic assets from Hypo, Reuters
says.

Opposition parties want the government to debate the option of
insolvency, Reuters states.

Karl Aiginger, head of the WIFO think tank whose economic
forecasts help shape government policy, told reporters it was
short-sighted for officials to reject the insolvency route out of
hand, Reuters relays.

"We have to look at this solution.  It is absolutely
unintelligent to rule out this solution," Reuters quotes
Mr. Aiginger as saying in response to a question.  But he added
that any such step had to be accompanied by measures to avoid any
potential "snowball effect".

While Mr. Aiginger did not go into detail, these steps may
include state support for Hypo's home province of Carinthia,
which cannot afford to make good on over EUR12 billion (US$16
billion) in outstanding guarantees on Hypo debt, Reuters notes.

Hypo Alpe-Adria International AG is a subsidiary of BayernLB.  It
is active in banking and leasing.  In banking, HGAA serves both
corporate and retail customers and offers services ranging from
traditional lending through savings and deposits to complex
investment products and asset management services.



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C R O A T I A
=============


INSTITUTE OF IMMUNOLOGY: Pharmas, Nexus Mull Rescue Plan
--------------------------------------------------------
SeeNews reports that Popovaca-based PharmaS has teamed with
open-end private equity fund Nexus to come up with a rescue plan
for Institute of Immunology.

According to SeeNews, PharmaS CEO Jerko Jaksic, as quoted by news
daily Vecernji List, said the plan is to invest EUR30 million
(US$40.5 million) in the company.  Mr. Jaksic added that final
calculations will be available after a due diligence is
conducted, SeeNews notes.

Vecernji reported that the Zagreb-based institute has lost its
license for the production of blood plasma while its permit for
viral vaccines expires at the end of 2015, SeeNew relates.

Last week, economy minister Ivan Vrdoljak said a pre-bankruptcy
settlement procedure for the institute will be launched as soon
as possible in order to open up the possibility of drafting a
restructuring plan and allowing potential investors to conduct
due diligence, SeeNew recounts.

Institute of Immunology is a local state-run maker of
immunobiological medicines.



=============
G E R M A N Y
=============


CS EUROREAL: Disposes Assets in EUR315 Million Sales
----------------------------------------------------
Property Investor Europe News reports that one of the largest
German open-end funds in liquidation, CS Euroreal managed by a
unit of Swiss bank Credit Suisse, has disposed of six assets in
Sweden, France, Germany and UK for EUR315 million -- 6.5% below
their last assessed value.


WETBILD: Attracts Several Potential Buyers
------------------------------------------
Reuters reports that a spokesman for Weltbild's insolvency
administrator said several possible investors have expressed
their interest in the company.

The spokesman said on Monday that it was not yet clear how many
of them would decide to do due diligence of Weltbild, Reuters
relates.

According to Reuters, Weltbild's insolvency administrator
Arndt Geiwitz had held talks with two international media
companies who may be interested in buying the group, German daily
Sueddeutsche Zeitung reported on Monday, adding that they would
need at least two months to complete due diligence.

The German state of Bavaria wants to help raise money so Weltbild
can continue paying its employees, Reuters discloses.

Weltbild is a Roman Catholic Church of Germany-owned bookseller.
The company relies on sales from catalogues and is part-owner of
Germany's second biggest brick-and-mortar bookstore chain
Hugendubel.



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


CELF LOAN: Moody's Upgrades Rating on EUR19.5MM Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has taken the following rating actions
on the following notes issued by CELF Loan Partners III plc.:

EUR52M Class A-2 Senior Secured Floating Rate Notes due 1
November 2023, Upgraded to Aaa (sf); previously on Aug 31, 2011
Upgraded to Aa1 (sf)

EUR28M Class B-1 Senior Secured Deferrable Floating Rate Notes
due 1 November 2023, Upgraded to Aa2 (sf); previously on Aug 31,
2011 Upgraded to A2 (sf)

EUR8M Class B-2 Senior Secured Deferrable Fixed Rate Notes due 1
November 2023, Upgraded to Aa2 (sf); previously on Aug 31, 2011
Upgraded to A2 (sf)

EUR31.5M Class C Senior Secured Deferrable Floating Rate Notes
due 1 November 2023, Upgraded to A3 (sf); previously on Aug 31,
2011 Upgraded to Baa3 (sf)

EUR29M Class D Senior Secured Deferrable Floating Rate Notes due
1 November 2023, Upgraded to Ba1 (sf); previously on Aug 31, 2011
Upgraded to Ba3 (sf)

EUR19.5M Class E Senior Secured Deferrable Floating Rate Notes
due 1 November 2023, Upgraded to B1 (sf); previously on Aug 31,
2011 Upgraded to B3 (sf)

EUR293M Class A-1 (outstanding balance of EUR260.9M) Senior
Secured Floating Rate Notes due 1 November 2023, Affirmed Aaa
(sf); previously on Oct 28, 2006 Assigned Aaa (sf)

EUR11M (current rated balance of EUR 9M) Class R Combination
Notes due 1 November 2023, Upgraded to A2 (sf); previously on Aug
31, 2011 Confirmed at Baa3 (sf)

CELF Loan Partners III plc., issued in October 2006, is a single
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European loans. The portfolio is
managed by CELF Advisors LLP. This transaction passed its
reinvestment period in November 2013.

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result from a stabilization in credit metrics of the underlying
portfolio and also the benefit of modelling actual credit metrics
following the expiry of the reinvestment period in November 2013.

The credit quality has remained stable as reflected in the
average credit rating of the portfolio (measured by the weighted
average rating factor, or WARF) and a decrease in the proportion
of securities from issuers with ratings of Caa1 or lower. As of
the trustee's December 2013 report, the WARF was 2946, compared
with 2948 in December 2012. Securities with ratings of Caa1 or
lower currently make up approximately 9.42% of the underlying
portfolio, versus 10.21% in December 2012.

In light of reinvestment restrictions 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 the
end of the reinvestment period in November 2013.

The ratings of the combination notes address the repayment of the
rated balance on or before the legal final maturity. For the
Class R Combination notes, the 'rated balance' at any time is
equal to the principal amount of the combination note on the
issue date times a rated coupon of 1.5% per annum accrued on the
rated balance on the preceding payment date, minus the sum of all
payments made from the issue date to such date, either interest
or principal. The rated balance will 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 EUR432.4
million, defaulted par of EUR29 million, a weighted average
default probability of 20.88% (consistent with a WARF of 2789
with a weighted average life of 4.85 years), a weighted average
recovery rate upon default of 48.19% for a Aaa liability target
rating, a diversity score of 41 and a weighted average spread of
3.96%.

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 11.10% of obligors in Italy, Ireland, and Spain,
whose LCC are A2 (Italy and Ireland) and A3 (Spain), 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 0.44% for the Classes
A-1 and A-2 notes, 0.275% for the Classes B-1 and B-2 notes and
0.11% for the Class C 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 a recovery of 50% of the 91.19% 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:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013.

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
4.39% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 2903
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.

Moody's also considered a model run where the base case weighted
average spread (WAS) was reduced in increments of 5bps per
period, from 4.07% at the next period, to 3.01% at the final
period. This run generated model outputs that were one notch away
from 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 large 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. Pace of amortization could vary significantly subject
to market conditions and this may have a significant impact on
the notes' ratings. In particular, amortization could accelerate
as a consequence of high levels of prepayments in the loan market
or collateral sales by the liquidation agent / the Collateral
Manager or be delayed by rising 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 30.25% 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.

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.


ELVERYS SPORTS: To Face Receivership; Management to Buy Business
-----------------------------------------------------------------
Ciaran Hancock at The Irish Times reports that Elverys Sports is
set to be placed into receivership before being acquired by the
company's management team with the backing of investors brought
to the deal by Dublin-based corporate finance house Capnua.

According to The Irish Times, this will secure the 650 jobs at
the 55 Elverys outlets across the country but will result in the
current owners, Mayo brothers John and James Staunton, no longer
being involved in the business.

It is understood that all gift vouchers will be honored and that
the sports chain will also meet its obligations to suppliers in
full, The Irish Times notes.

David Carson of Deloitte is expected to be appointed as receiver
and is set to sell the retail business to a management buyout
team led by Elverys chief executive Patrick Rowland, The Irish
Times relates.

The MBO is backed by investors brought together by Capnua, which
was founded four years ago by former BDO managing partner Paul
Keenan, and Eamonn Hayes, The Irish Times discloses.

The Capnua investors are expected to have a minority holding in
the business, The Irish Times states.  It is not clear how much
the MBO team will pay for Elverys, The Irish Times says.  The
receivership was prompted by the National Asset Management
Agency, whose debtors included the Staunton brothers, The Irish
Times relays.

The proceeds of the sale are expected to be offset against the
Staunton's outstanding borrowings with the NAMA based on cross-
guarantees given by the Mayo brothers relating to various
property and trading assets, according to The Irish Times.

Elverys was established in 1847 and is the oldest sports store in
Ireland.  It was acquired by Staunton Sports in 1998 with the
businesses merged under the Elverys brand.


MOUNT CARMEL HOSP: Patients Flood Helplines After Closure News
--------------------------------------------------------------
Irish Examiner reports that helplines to deal with inquiries from
anxious Mount Carmel patients have been flooded with around 500
queries following news that the hospital is to close with the
loss of over 300 jobs.

Liquidation firm RSM Farrell Grant Sparks said many of the
inquiries are patients looking for advice on their appointments,
according to Irish Examiner.

The report notes that the advice is if you have a maternity
appointment, then go to Mount Carmel until an alternative plan is
put in place.  The report relates that all other elective
procedures have been cancelled.


STAFFORD GROUP: Lifestyle Sports Threatens to Close 10 Outlets
--------------------------------------------------------------
Mark Paul at The Irish Times reports that Lifestyle Sports has
threatened to close up to 10 of its 67 retail outlets over a
dispute with a group of landlords who will not give it a
reduction on upward-only rents.

The company is owned by the Stafford group, which also owns
Campus Oil, The Irish Times says. It has called a creditors
meeting to appoint a liquidator to Pombury, an insolvent
subsidiary of the Stafford Group that owns the leases on the 10
Lifestyle stores where landlords are holding out on any rent
reduction.

According to the report, Lifestyle has already negotiated rent
reductions at 57 of its stores, and those leases have been
transferred over to an entity called Lifestyle Sports (Ireland).

The report says the move to wind up Pombury is being viewed as a
tough negotiating tactic designed to bring its landlords to heel,
or face receiving nothing in a liquidation. The company will now
seek to enter negotiations with the landlords on the 10
properties, with a view to reaching agreement before the
creditors meeting on February 19, the report relays.

It is prepared to shut stores where agreement cannot be reached,
however, the report notes.

The group has declined to reveal the location of the stores that
are under threat, says The Irish Times.

The Irish Times adds that the group said if any stores do close
as a result of Pombury going into liquidation, the staff in those
stores would be reassigned to some of its other outlets.


THESEUS EUROPEAN: Moody's Affirms 'Ba2' Rating on EUR15MM Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the
following notes issued by Theseus European CLO S.A.:

  EUR16M Class B Notes, Upgraded to Aa1 (sf); previously on
  Nov 14, 2013 Upgraded to Aa2 (sf) and Placed Under Review for
  Possible Upgrade

  EUR19M Class C Notes, Upgraded to A2 (sf); previously on
  Nov 14, 2013 Baa1 (sf) Placed Under Review for Possible Upgrade

Moody's also affirmed the ratings of the following notes issued
by Theseus European CLO S.A.

  EUR135M (current outstanding balance of EUR70.7M) Class A1
  Notes, Affirmed Aaa (sf); previously on Jul 25, 2011 Upgraded
  to Aaa (sf)

  EUR90M (current outstanding balance of EUR42.4M) Class A2A
  Notes, Affirmed Aaa (sf); previously on Jul 25, 2011 Upgraded
  to Aaa (sf)

  EUR10M Class A2B Notes, Affirmed Aaa (sf); previously on
  Nov 14, 2013 Upgraded to Aaa (sf)

  EUR11M Class D Notes, Affirmed Baa3 (sf); previously on Jul 25,
  2011 Upgraded to Baa3 (sf)

  EUR15M Class E Notes, Affirmed Ba2 (sf); previously on Jul 25,
  2011 Upgraded to Ba2 (sf)

Theseus European CLO S.A, issued in August 2006, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by
Invesco Senior Secured Management, Inc. The transaction passed
its reinvestment period in August 2012.

Ratings Rationale

The upgrade of the ratings of the classes B and C notes is
primarily a result of the improvement in over-collateralization
ratios. Moody's had previously on 14 November 2013 upgraded the
rating of class B to Aa2 (sf) from A1 (sf) and placed the ratings
of both classes B and C and under review for possible upgrade due
to significant loan prepayments. The action concludes the rating
review of the transaction.

The classes A1 and A2A notes have been redeemed by approximately
EUR52 million since July 2013, reducing the outstanding combined
balance from EUR164.6 million to EUR113 million. As a result of
the deleveraging, over-collateralization of the remaining classes
of notes have improved significantly. According to the December
2013 trustee report, the class A, B, C, D and E over-
collateralization ratios are 162%, 143%, 126%, 118% and 108%
compared to 145%, 133%, 121%, 115% and 108% respectively, in July
2013.

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 EUR200.7
million, defaulted par of EUR9.0 million, a weighted average
default probability of 22.77% (consistent with a WARF of
3273.58), a weighted average recovery rate upon default of 47.65%
for a Aaa liability target rating, a diversity score of 27 and a
weighted average spread of 3.9%.

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 86.98% of the
portfolio exposed to first-lien senior secured corporate assets
upon default and of 6.63% 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.

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 7.12% of obligors in Ireland and Italy, whose LCCs
are A2 and 5.63% of obligors 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 1.10% for the class A,
0.69% for B, 0.28% for class C and 0.0% for classes D and E.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013.

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

In addition to the base case analysis described above, Moody's
also performed sensitivity analysis on key parameters for the
rated notes, which includes deteriorating credit quality of
portfolio to address the refinancing risk. Approximately 3.65% of
the portfolio is European corporate rated B3 and below and
maturing between 2014 and 2015, which may create challenges for
issuers to refinance. Moody's considered a model runs where the
base case WARF was increased to 3,330 and 3,473 by forcing
ratings on 25% and then 50% of refinancing exposures to Ca. These
runs generated model outputs that were consistent with 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 2) the large 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:

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.

Around 36% of the collateral pool consists of debt obligations
whose credit quality Moody's has assessed by using credit
estimates.

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.

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.



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


BANCO POPOLARE: S&P Puts 'BB' Counterparty Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
counterparty credit rating on Banco Popolare Societa Cooperativa
SCRL (Banco Popolare) and its core subsidiaries, Credito
Bergamasco and Banca Aletti & C. SpA, on CreditWatch with
negative implications.  S&P has also placed on CreditWatch
negative the ratings on all debt issued or guaranteed by Banco
Popolare, including its 'CCC' rating on preferred stock.

The placement of the long-term rating of Banco Popolare on
CreditWatch negative reflects the possibility that S&P may lower
the ratings if, following the announcement of a third consecutive
year of losses and what S&P views as meaningful additional credit
losses, S&P considered it less likely that Banco Popolare would
improve its business profile or its funding and liquidity
position, as S&P currently reflects in its ratings.  The action
also takes into account the possibility that Banco Popolare may
be exposed to higher credit losses in the future than S&P
currently anticipates.  It also factors in the consequent
uncertainty regarding whether S&P's view of Banco Popolare's
overall solvency position is likely to improve after taking into
account the capital increase.

On Jan. 24, 2014, Banco Popolare announced that it will report a
loss of about EUR600 million in fiscal year 2013, mainly caused
by high loan-loss provisions in the fourth quarter of 2013.  S&P
understands that additional provisioning needs stem mainly from
ongoing underlying asset quality deterioration, but also from a
sizable reclassification of loans as "nonperforming" following an
inspection by the Bank of Italy. Banco Popolare also announced a
fully underwritten EUR1.5 billion capital increase.

"In our view, the announced losses and weakened asset quality
metrics suggest a continued deterioration of Banco Popolare's
financial profile that could make the improvement in its business
profile we were expecting before the announcement less likely.
We could see a continued deterioration in Banco Popolare's
financial profile as potentially having a negative impact on its
business stability.  We could also consider a significantly
higher level of problematic assets likely to make it more
difficult for Banco Popolare to continue to successfully manage
its sizable problem assets in line with our expectations," S&P
said.

The deterioration in Banco Popolare's financial profile could
also make it more difficult for it to implement successfully its
plan to significantly reduce exposure to the European Central
Bank (ECB) and rebalance its funding profile, as S&P currently
factors into its ratings.  In this context, S&P notes that most
of Banco Popolare's funding and liquidity metrics have, in S&P's
view, either not improved or have deteriorated over the past two
years.  Specifically, Banco Popolare's high exposure to the ECB
has remained broadly unchanged.  Meanwhile, the gap between core
deposits and loans has widened as Banco Popolare's base of core
deposits has continued to shrink, and loans have contracted only
moderately.

"In addition, we believe that the recently announced developments
could lead us to conclude that Banco Popolare may be exposed to
higher credit losses than we had anticipated given its large and
growing stock of NPAs.  In our view, the ratio between Banco
Popolare's gross NPAs and its gross loans was already high and
above the Italian banking average at 20.1% of gross loans as of
September 2013.  Moreover, net NPAs (after deducting loan-loss
reserves) represented a high 183% of Banco Popolare's total
adjusted capital at June 30, 2013.  If we conclude that these
already-weak asset quality metrics are likely to deteriorate more
than we currently factor into the rating, we might not improve
our view of Banco Popolare's overall solvency position, even
after taking into account the capital increase," S&P said.

Standard & Poor's aims to resolve the CreditWatch placement
within the next few weeks, after S&P receives further details
about Banco Popolare's announcement and business and financial
plans.  S&P will consider whether these support our expectation,
incorporated in the current ratings, that Banco Popolare's
business profile and funding and liquidity position will likely
improve, and that it will likely contain additional credit losses
in the future.

Upon resolving the CreditWatch, S&P could lower the long-term
credit ratings on Banco Popolare or affirm them.

S&P may lower the ratings if, in its opinion, Banco Popolare is
unlikely to improve its business profile or its funding and
liquidity position.

In particular, S&P could lower the long-term rating on Banco
Popolare if it was to consider that its business stability may be
weakened or that it is unlikely to continue to successfully
manage its sizable stock of problem assets.

S&P could also lower the ratings on Banco Popolare if it no
longer expected it to improve its funding profile and liquidity
position by the time the ECB's long-term refinancing operations
(LTRO) expire in January 2015 to what S&P considers an "adequate"
level, according to its criteria.  S&P might consider that Banco
Popolare was unlikely to improve its funding and liquidity
position if there is no meaningful improvement in funding and
liquidity indicators, or if these indicators worsen.

As part of the CreditWatch resolution, S&P will also assess
whether it believes Banco Popolare is likely to be exposed to
higher credit losses in the future than it currently anticipates.
Consequently, S&P will also re-evaluate its view of its overall
solvency position, taking into account the capital increase.

S&P could affirm its long-term rating on Banco Popolare if it
considers it likely to improve its business profile and funding
and liquidity position in line with the expectations currently
factored into its ratings, and S&P believed that credit losses
were unlikely to exceed current expectations.  S&P could also
affirm the ratings if the impact of these downside risks on Banco
Popolare's business profile or funding and liquidity position
were mitigated in S&P's assessment of its credit standing by an
improved view of the bank's capital position.  Taking into
account the capital increase, the latter would likely be the case
if S&P did not expect there to be further meaningful credit
losses over the next two years.


BERICA 6 RESIDENTIAL: S&P Affirms B+ Rating on Class D Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Berica 6 Residential MBS S.r.l.'s B and C notes.  At the same
time, S&P has affirmed its ratings on the class A2 and D
deferrable-interest notes.

The rating actions follow S&P's review of the transaction's
performance based on the October 2013 interest payment date
report.

Delinquencies in the underlying portfolio have been high during
the transaction's life compared with the delinquency rates of
transactions included in S&P's Italian residential mortgage-
backed securities index.  As of the October 2013 payment date,
arrears of more than 90 days were 2.89% of the performing pool,
while the total delinquency rate has decreased to 5.36% from
6.74% since S&P's Nov. 7, 2012 review.

The transaction features an interest deferral trigger for the
class B and C notes, which is based on the gross cumulative
defaults ratio.  Once the gross cumulative default is equal to or
higher than 12%, and while the class A2 notes are still
outstanding, the interest on the class B and C notes is deferred
toward the earlier redemption of the class A2 notes.  The
transaction has a gross cumulative default ratio of 8.57%.  Under
S&P's credit assumptions, in rating scenarios above 'BBB',
cumulative defaults could reach or exceed the 12% interest
deferral trigger for the class B notes.  S&P has therefore
lowered to 'BBB (sf)' from 'A+ (sf)' its rating on the class B
notes and lowered to 'BBB (sf)' from 'BBB+ (sf)' its rating on
the class C notes.

S&P's analysis indicates that the available credit enhancement
for the class A2 notes (14.83%) and the class D notes (3.71%) is
still sufficient to mitigate the credit and cash flow risks at
the currently assigned rating levels.  S&P has therefore affirmed
its 'AA (sf)' rating on the class A2 notes and its 'B+ (sf)'
rating on the class D notes.

Berica 6 Residential MBS is a multi-originator mortgage
transaction.  It is backed by a mortgage loan pool secured by
residential properties in Italy.

RATINGS LIST

Class             Rating
            To              From

Berica 6 Residential MBS S.r.l.
EUR1.441 Billion Mortgage-Backed Floating-Rate Notes (Plus An
Overissuance Of
EUR8.565 Million Mortgage-Backed Deferrable-Interest Class D
Notes)

Ratings Lowered

B           BBB (sf)        A+ (sf)
C           BBB (sf)        BBB+ (sf)

Ratings Affirmed

A2          AA (sf)
D           B+ (sf)


ICCREA BANCA IMPRESA: Fitch Cuts Sub. Tier 2 Notes Rating to BB
---------------------------------------------------------------
Fitch Ratings has downgraded ICCREA Holding's Long-term Issuer
Default Rating (IDR) to 'BBB' from 'BBB+', Viability Rating (VR)
to 'bbb' from 'bbb+' and Short-term IDR to 'F3' from 'F2'. Its
Support Rating and Support Rating Floor (SRF) have been affirmed
at '2' and 'BBB', respectively. The Outlook on the Long-term IDR
is Negative.

Fitch has also downgraded ICCREA Holding's two main subsidiaries,
Iccrea Banca and Iccrea Banca Impresa (IBI).

KEY RATING DRIVERS - IDRS, VR AND SENIOR DEBT

The downgrade of ICCREA Holding's VR reflects its deteriorated
consolidated asset quality, which is only partially offset by its
recently strengthened capitalization.

Gross impaired loans reached 15.4% of gross loans at end-1H13,
and loan impairment allowance coverage of below 40% is low in
absolute terms and relative to some domestic and international
peers. Coverage relies on the value of collateral, often real
estate related.

ICCREA Holding had a Fitch core capital (FCC)/RWA ratio of 10.6%
at end-June 2013 and capitalization is being strengthened from
the contribution of mutual sector banks. In 2013, ICCREA Holding
raised EUR60 million new capital and plans to increase its core
capital further by another EUR40 million by end-2015. As a
result, its regulatory core Tier 1 ratio at end-9M13 reached
10.2% (end-2012: 9.3%). However, Fitch considers ICCREA Holding's
capitalization is still modest given deteriorated asset quality.

Profitability has suffered from high loan impairment charges
mainly reflecting troubled corporate loans, including a high
proportion of leasing assets. Fitch expects the operating
profitability of Italian banks to remain difficult in 2014. Loan
impairment charges (LICs) will likely remain high, but below 2013
levels.

ICCREA Holding's ratings continue to reflect the group's key role
within the Italian mutual banking sector, for which it acts as
the largest central institution. This means that in Fitch's
opinion, ICCREA Holding and its main subsidiaries benefit from
ordinary support from the member banks of the mutual banking
sector. This includes benefits for ICCREA from the sector's
strong franchise, but also from access to funding and capital
from the sector's banks.

ICCREA group's strategy reflects its role in the Italian mutual
banking sector and addresses the provision of products and
services to the Italian mutual banks mainly through IBI, which
supplies corporate loans to the sector's clients, and Iccrea
Banca, which primarily acts as the sector's main central
institution.

RATING SENSITIVITIES - IDRS, VR AND SENIOR DEBT

ICCREA Holding's ratings are based on its instrumental role in
the sector. Any weakening of its importance, which Fitch does not
expect, would put pressure on its VR.

ICCREA Holding and its subsidiaries benefit from sound liquidity,
which is held up by the Italian mutual banks that place their
excess liquidity with Iccrea Banca. Iccrea Banca also acts as an
intermediary for the sector's banks to access ECB funding, which
results in Iccrea Banca receiving long-term funding from the
central bank, which it then passes to the sector banks. Any
weakening of the bank's liquidity profile would put pressure on
its VR.

ICCREA Holding, Iccrea Banca and IBI's Long-term IDRs are
currently based on ICCREA Holding's VR. However as the Long-term
IDRs are at the same level as ICCREA Holding's SRF, a further
downgrade of the VR would not result in a downgrade of the three
entities' Long-term IDRs.

The Negative Outlook on the Long-term IDR currently reflects
pressure on ICCREA Holding's VR, given the bank's vulnerability
to a weak domestic environment, and Fitch's view that a further
downgrade of the sovereign rating would put pressure on its SRF.

KEY RATING DRIVERS AND SENSITIVITIES - SUBSIDIARY AND AFFILIATED
COMPANY

The IDRs of ICCREA Holding's main subsidiary banks are equalized
and are driven by the group's VR, which is based on an assessment
of the consolidated group. This reflects Fitch's view that
capital and funding within the ICCREA group are fungible, and
changes to the IDR would affect all rated group entities.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

Fitch believes that the mutual banking sector, which has an
aggregate market share of about 7% of loans in Italy, is of
systemic importance domestically. ICCREA Holding's Support Rating
and SRF reflect Fitch's view that there is a high probability
that ICCREA Holding would receive support from the Italian
authorities if needed. Additionally, Fitch believes that support
for ICCREA Holding would be used to provide support for the
sector banks if needed.

The SRFs and SR are sensitive to changes in the government's
propensity or ability to provide support. A downgrade of Italy's
sovereign rating would put pressure on the SRFs as it would
indicate the authorities' reduced ability to provide support. In
a scenario where this ability reduced further, Fitch believes
that Italian banks' SRFs could have a wider distribution, with
the more regional banks' SRFs coming under more pressure than the
SRFs of the largest Italian banks with strong domestic market
shares.

The SRs and SRFs are also sensitive to changes in Fitch's
assumptions around the propensity of support, in light of the
weakening of legal, regulatory, political and economic dynamics
about potential future sovereign support for senior creditors of
banks across jurisdictions, as indicated in "The Evolving
Dynamics of Support for Banks" and "Bank Support: Likely Rating
Paths", both dated 11 September 2013 at www.fitchratings.com.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES

The subordinated debt and other hybrid capital issued by IBI is
notched down from ICCREA Holding's VR in accordance with Fitch's
criteria to reflect the different non-performance and relative
loss severity risk profiles of these instruments. Their ratings
are primarily sensitive to changes in the VR, which drives the
ratings.

The rating actions are as follows:

Iccrea Holding S.p.A.

Long-term IDR: downgraded to 'BBB' from 'BBB+'; Outlook Negative
Short-term IDR: downgraded to 'F3' from 'F2'
VR: downgraded to 'bbb' from 'bbb+'
Support Rating: affirmed at '2'
Support Rating Floor: affirmed at 'BBB'

Iccrea Banca S.p.A.

Long-term IDR: downgraded to 'BBB' from 'BBB+'; Outlook Negative
Short-term IDR: downgraded to 'F3' from 'F2'
Support Rating: affirmed at '2'
EUR5bn EMTN Programme: downgraded to 'BBB'/'F3' from 'BBB+'/'F2'
Senior unsecured debt: downgraded to 'BBB' from 'BBB+'

Iccrea BancaImpresa

Long-term IDR: downgraded to 'BBB' from 'BBB+'; Outlook Negative
Short-term IDR: downgraded to 'F3' from 'F2'
Support Rating: affirmed at '2'
Senior unsecured debt and EMTN Programme: downgraded to 'BBB'
  from 'BBB+'
Subordinated notes (ISIN XS0222800152 and XS0287519663):
  downgraded to 'BBB-' from 'BBB'
Subordinated upper Tier 2 notes (ISIN XS0295539984): downgraded
  to 'BB' from 'BB+'



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


HERBERT PARK: S&P Affirms 'B' Rating on Class E Notes
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Herbert Park B.V.'s class A-1, A-2, B, C, D, and E notes
following the transaction's effective date as of Nov. 25, 2013.

Most European cash flow collateralized loan obligations (CLOs)
close before purchasing the full amount of their targeted level
of portfolio collateral.  On the closing date, the collateral
manager typically covenants to purchase the remaining collateral
within the guidelines specified in the transaction documents to
reach the target level of portfolio collateral.  Typically, the
CLO transaction documents specify a date by which the targeted
level of portfolio collateral must be reached.  The "effective
date" for a CLO transaction is usually the earlier of the date on
which the transaction acquires the target level of portfolio
collateral, or the date defined in the transaction documents.
Most transaction documents contain provisions directing the
trustee to request the rating agencies that have issued ratings
upon closing to affirm the ratings issued on the closing date
after reviewing the effective date portfolio (typically referred
to as an "effective date rating affirmation").

"An effective date rating affirmation reflects our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's
closing date. The effective date reports provide a summary of
certain information that we used in our analysis and the results
of our review based on the information presented to us," S&P
said.

"We believe the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction.  This
window of time is typically referred to as a "ramp-up period."
Because some CLO transactions may acquire most of their assets
from the new issue leveraged loan market, the ramp-up period may
give collateral managers the flexibility to acquire a more
diverse portfolio of assets," S&P added.

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of its criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to S&P by the
collateral manager, and may also reflect its assumptions about
the transaction's investment guidelines.  This is because not all
assets in the portfolio have been purchased.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P noted.

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation.  In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated European cash flow CLO," S&P
said.

On an ongoing basis after S&P issues an effective date rating
affirmation, it will periodically review whether, in its view,
the current ratings on the notes remain consistent with the
credit quality of the assets, the credit enhancement available to
support the notes, and other factors, and take rating actions as
it deems necessary.

RATINGS LIST

Herbert Park B.V.
EUR413.18 Million Floating-Rate And Subordinated Notes

Ratings Affirmed

Class        Rating

A-1          AAA (sf)
A-2          AA (sf)
B            A (sf)
C            BBB (sf)
D            BB (sf)
E            B (sf)


NOSTRUM OIL: S&P Assigns 'B+' Rating to New US$400MM Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating to the proposed US$400 million senior notes to be
issued by Nostrum Oil & Gas Finance B.V., a wholly owned
subsidiary of Kazakhstan-based Nostrum Oil & Gas L.P.
(B+/Stable/--; formerly Zhaikmunai L.P.).  At the same time, S&P
assigned a recovery rating of '3' to the proposed notes,
indicating its expectation of meaningful (50%-70%) recovery for
creditors in the event of a payment default.

S&P also affirmed its 'B+' issue rating on the existing
US$560 million senior notes due in 2019 issued by Zhaikmunai LLP,
a wholly owned subsidiary of Nostrum Oil & Gas L.P. (Nostrum).
The recovery rating on the existing senior notes remains
unchanged at '3', indicating S&P's expectation of meaningful
(50%-70%) recovery for creditors in the event of a payment
default.

"We understand that the proceeds of the proposed notes will be
used to repay in full the US$92.5 million outstanding of the
10.5% senior notes due in 2015 issued by Zhaikmunai LLP.  The
2015 senior notes have an existing issue rating of 'B+'.  The
recovery rating on the existing senior notes remains unchanged at
'3', indicating our expectation of meaningful (50%-70%) recovery
for creditors in the event of payment default.  We will withdraw
both the 'B+' issue rating and '3' recovery rating on these 2015
senior notes on completion of repayment.  We understand that the
remaining proceeds will be used for general corporate purposes,
meaning that the transaction will lead to an overall increase in
Nostrum Oil & Gas' outstanding senior debt," S&P noed.

Recovery Analysis

The proposed notes are guaranteed obligations, similar to the
existing notes.  S&P understands that both sets of notes will
rank equally.

The recovery rating of '3' on the proposed senior notes is
underpinned by the Nostrum group's significant oil and gas
reserves and S&P's valuation of these reserves under the "PV10"
methodology (present value of future net cash flows from a
company's reserves, with an annual 10% discount) based on
Standard & Poor's assumptions.  The ratings are constrained at
'3' by S&P's view of Kazakhstan's insolvency regime as relatively
unfriendly for creditors and the notes' weak security package,
which comprises only share pledges and guarantees from
subsidiaries.

Based on Nostrum's significant oil and gas reserves, which S&P
believes help to suggest the potential value of the company at
default, S&P values it as a going concern.  To calculate
recoveries under S&P's methodology, it simulates a hypothetical
default scenario.  S&P's hypothetical default would occur in 2017
as a result of operational delays, weaker production rates, and a
sustained period of low commodity prices, which are symptomatic
of past defaults in this sector.

If Nostrum experienced a payment default, S&P would be likely to
estimate its enterprise value by applying a reserve multiple
(i.e., dollar value per thousand cubic feet equivalent) to the
company's reserve profile.  On this basis, S&P estimates that the
company's stressed enterprise value would be about $1 billion at
S&P's hypothetical point of default.

Although S&P expects recoveries for the outstanding debt to
exceed 70%, it caps the recovery ratings at '3' (50%-70%
recovery) owing to Nostrum's potential exposure to the Kazakh
insolvency regime. Based on S&P's assessments of insolvency
regimes, it considers Kazakhstan to be one of the least creditor-
friendly jurisdictions, offering only limited formal protection
to creditors.


VIMPELCOM LTD: Moody's Says Financial Policy Updates Credit Pos.
----------------------------------------------------------------
Moody's Investors Service has said that it views recent updates
VimpelCom Ltd (Ba3 stable) has made to its financial policy as
credit positive for the group. The updated policy prioritizes
deleveraging and investment in 3G/4G mobile data network over
dividend payouts. The new policy should support the group's
financial metrics and competitive positions. However, any
positive pressure on the rating will depend on the development of
the group's financial metrics as a result of both the
implementation of its new financial policy and its operating
performance.

On January 28, VimpelCom announced that it intends to (1) limit
its dividend payouts to US$0.035 from US$0.8 per share until it
deleverages to reported net debt/EBITDA of below 2.0x, and (2)
focus on deleveraging and investment in the expansion of its
3G/4G mobile data network, with capital expenditure (capex)
accounting for 21% of the group's revenue in 2014.

The announced policy, in and of itself, does not translate into
immediate positive pressure on VimpelCom's rating. The impact on
the rating will depend on the evolution of the group's financial
metrics as a result of the implementation of the updated
financial policy. As yet, VimpelCom has not disclosed details of
whether it plans to use the cash saved on dividends for either
debt reduction or financing capex, and which entities within the
group will be affected.

Moody's notes that VimpelCom's Ba3 corporate family rating (CFR)
continues to reflect the company's ongoing reliance upon its
Russian and Ukrainian subsidiaries consolidated under VimpelCom
Holdings B.V., which continue to determine VimpelCom's financial
flexibility. As such, Moody's primarily bases its assessment of
VimpelCom's business and financial profile on VimpelCom Holdings.

Moody's estimates that as of year-end 2013 VimpelCom Holdings'
leverage stood at around 2.4x adjusted debt/EBITDA, materially
exceeding 2.0x, which is the threshold for an upgrade of
VimpelCom's Ba3 CFR. Should VimpelCom apply all cash saved on
dividends in 2014 to repay debt consolidated at the VimpelCom
Holdings' level (as opposed to repaying debt at VimpelCom's
highly leveraged business in Italy consolidated under Wind
Telecom S.p.A.), the company's leverage would not necessarily
decline below 2.0x. This is because deleveraging will also depend
on the company's ability to preserve its historically strong
operating performance in the highly competitive core Russian
market, which is yet to be evidenced.

The rating agency recognizes the long-term positive effect of
VimpelCom's investment in the expansion of its 3G/4G networks, as
operations in the lucrative mobile data segment are likely to be
the main driver for the group's revenues growth in the medium
term. The scale and quality of those networks are likely to be
one of the key factors for the group in maintaining its extensive
subscriber base, particularly in Russia. However, it will take
time for increased investment in the 3G/4G networks to translate
into meaningful revenues and earnings growth.

Domiciled in Bermuda and headquartered in the Netherlands,
VimpelCom Ltd is a holding company for Vimpel-Communications OJSC
(Ba3 stable), Kyivstar (unrated), Wind Telecomunicazioni S.p.A.
(B1 negative), and Global Telecom Holding S.A.E. (unrated), with
strong positions in Russia, Ukraine, Kazakhstan, Italy, Algeria,
Pakistan, and operations in countries in the Commonwealth of
Independent States (CIS), Africa, South-East Asia and North
America.


ZIGGO BV: Moody's Rates New Sr. Secured Credit Facilities (P)Ba3
----------------------------------------------------------------
Moody's assigned a (P)Ba3 rating to the new senior secured credit
facilities of Ziggo B.V. (Ziggo BV), which are comprised of
EUR3.3 billion term loan facilities and a EUR650 million
revolving credit facility. At the same time, the agency assigned
a (P)B3 rating to the new 8% senior notes due 2018 to be issued
by Ziggo Bond Company B.V. (Ziggo Bond Company). The new 2018
notes are offered in an amount of up to EUR934 million (and a
minimum of EUR300 million) in exchange for Ziggo Bond Company's
existing EUR1.2 billion notes due 2018. Both Ziggo BV and Ziggo
Bond Company are indirectly wholly owned by Ziggo N.V. ('Ziggo',
'the company'), rated Ba1, under review for downgrade.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of final documentation and of the ultimate outcome of the
underlying transaction, Moody's will endeavor to assign a
definitive rating to the facilities. A definitive rating may
differ from a provisional rating.

Ziggo's ratings were placed under review for downgrade on
January 28, 2014, following the announcement that Ziggo and
Liberty Global plc ('Liberty Global'; CFR at Ba3 stable) have
reached a conditional agreement pursuant to which Liberty Global,
through a wholly-owned subsidiary, will seek to acquire full
ownership of the company, in which it currently owns an equity
stake of 28.5%. The transaction values Ziggo at an enterprise
value of around EUR10.0 billion. Moody's currently anticipates
that the review will result in a downgrade of Ziggo's Ba1 CFR by
three notches to B1, reflecting amongst other things the
increased indebtedness and weaker credit metrics expected for the
company at transaction closing.

Ratings Rationale

The provisional ratings for the new senior secured credit
facilities and the new senior notes are based on Moody's
expectation that Ziggo's post acquisition CFR will settle at the
B1 level. Instrument ratings are derived from the expected B1
CFR, in accordance with Moody's Loss-Given-Default methodology.
Any change to the final CFR would likely result in a change to
the new debt ratings.

As described in Moody's January 28 2014 press release, the B1 CFR
anticipates amongst other things that the transaction closes as
announced (Moody's central scenario) and that relevant leverage
will be around 5.3 Debt/EBITDA on a December 31, 2013 pro forma
basis. While there are some possible variations in the
composition of both senior and junior debt instruments, overall
post closing debt is expected to be around EUR4.7 billion with a
subordinated component of EUR934 million. Moody's will comment as
necessary on any material changes to the assumptions that inform
the expectation of a post-deal CFR of B1.

While some of the new credit facilities will remain outstanding
even if the acquisition of Ziggo by Liberty is not concluded as
planned, the new 2018 notes will be exchanged back into the
original 2018 notes, if the acquisition is not concluded after 15
months and two weeks from the date of its announcement. However,
the (P)B3 assigned to the new 2018 notes assumes that acquisition
closes as planned, in which case those notes will be
automatically exchanged for new notes due 2024 in the same
amount, to be issued by LGE Holdco VI B.V.(LGE Holdco VI) an
entity currently outside Ziggo's corporate structure.

LGE Holdco VI, an indirectly wholly owned subsidiary of Liberty
Global, was formed for the purpose of the Ziggo acquisition and
is expected to be the ultimate holdco for the assets in the new
Ziggo credit pool within Liberty Global's corporate structure. As
LGE Holdco VI will also produce consolidated accounts, Moody's
expects to move its CFR to the entity post closing.

Moody's notes that the documentation for both credit facilities
and the 2018 notes has been drafted with significant structural
flexibility. The 2024 notes, for example, allow for a potential
future combination of Ziggo with Liberty Global's indirectly-
owned UPC Netherlands asset. However, the use of this flexibility
is subject to majority approval by debt holders. The assigned
ratings do not anticipate any such changes to corporate
structures.

The (P)Ba3 rating for the new senior secured credit facilities
also factors in the expectation that they will rank first in the
Ziggo group's post-closing waterfall of claims, while the (P)B3
rating for the new 2018 notes also reflects the deep structural
subordination of the new 2024 notes (into which the new 2018
notes will automatically exchange at closing), which will rank
lowest in the post-deal claims hierarchy. The new 2024 notes (as
opposed to the existing and new 2018 notes) will no longer have
the benefit of subordinated upstream guarantees and will rely
solely on share pledges of LGE Holdco VI, the proposed issuer.
The security position of the new senior secured credit facilities
will also weaken post closing, as direct asset security will no
longer be granted. However, the presence of upstream guarantees
from asset-carrying companies representing at least 80% of EBITDA
should leave the first-ranking position intact. Ziggo's post-
transaction capital structure will be complemented by shareholder
loans, which Moody's has assumed will fulfill Moody's criteria
for equity-equivalent treatment (similar to shareholder loans
provided to other existing credit pools of Liberty Global). The
provisional ratings remains sensitive to changes in the post-deal
capital structure, in particular to any change in the quantum of
structurally subordinated debt (currently EUR 934 million), and
Moody's will comment as appropriate on any relevant changes.

Moody's currently anticipates that Ziggo's liquidity profile on
completion of the transaction will be more than adequate for its
ongoing operational needs. Cash on balance sheet is unlikely to
exceed EUR50-100 million, in line with the levels of cash kept at
Liberty Global's other credit pools, but the company will be
cash-generative and will have access (subject to covenant
compliance) to a generously-sized EUR650 million revolving credit
facility.

The principal methodology used in these ratings was the Global
Pay Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Ziggo N.V., headquartered in Utrecht, the Netherlands is the
largest cable operator in the Netherlands. In the fiscal year
ending December 31, 2013, the company generated EUR1.56 billion
in revenue and EUR887 million in adjusted EBITDA (as reported by
the company). Ziggo's management and supervisory boards have
recommended an offer by Liberty Global plc to purchase the 71.5%
in the company's equity it does not already own for EUR5 billion
(offer value at announcement). LGE Holdco VI B.V., an indirect
subsidiary of Liberty Global plc, is likely to be the new
ultimate holdco for the Ziggo assets within the Liberty Global
group post closing of the acquisition.



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


PORTUGAL: Tortus Capital Bets on Country's Debt
-----------------------------------------------
Landon Thomas, Jr., writing for The New York Times' DealBook,
reported that Tortus Capital's chief executive, David Salanic,
believes Portugal, despite accolades for its economic reform
efforts, would soon default on its private sector bonds -- in the
same way Greece did in 2012.

"Portugal's debt is just not sustainable," Mr. Salanic said, as
he tucked into a heaping plate of eggs and potatoes, the report
cited.  "In fact, it is even more unsustainable than Greece."

Unlike the vast majority of hedge fund investors, Mr. Salanic is
straightforward and non-secretive, the report related.  He has no
public relations team and there is no elaborate ritual before the
interview over which parts of the conversation are to be on, or
off, the record. He states openly that he is betting against, or
shorting, Portugal's bonds and that he has set up a website that
sets forth his investment thesis in the form of a rigorous,
64-page PowerPoint presentation.

His thesis is that Portugal, with one of the slowest growth rates
of any country in Europe, is in no position to make good on its
debt, which, at 128 percent of gross domestic product, is on the
verge of passing Italy to become the second-largest in the euro
zone after Greece, the report said.

Moreover, Mr. Salanic said he believed that the country's debt
was understated and that if you added in debts guaranteed by the
state, as well as other off-balance-sheet transactions that
state-owned corporations have put in place with foreign banks,
the true figure approaches 150 percent of economic output, the
report further related.



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


BANKIA SA: Spain Prepares to Sell Stake
---------------------------------------
Reuters reports that Bankia SA said on Monday Spain is preparing
to start selling down its stake in the bailed-out lender, marking
another milestone in the recovery from financial crisis of both
the bank and the country.

Bankia, which returned to profit in 2013, said it had already
held informal talks over the disposal of the government's stake
and its shares were attracting strong interest from foreign
investors, Reuters relates.

Bankia became the symbol of Spain's financial crisis when it lost
more than EUR19 billion (US$26 billion) in 2012 because of rotten
real estate holdings and it needed almost half of a EUR41.3
billion European aid package for Spain's ailing lenders, Reuters
notes.

According to Reuters, the finances of hundreds of thousands of
small shareholders, including many retired savers, were
practically wiped out during its rescue, making Bankia the target
of fierce protests as a deep recession also squeezed Spanish
consumers.

Spain, which has 68% of Bankia, has been considering selling a
small part of its stake as soon as the first quarter of 2014,
Reuters reported last month, citing official and banking sources.

The decision was down to the government but the bank had held
informal talks about such a sale, Bankia chairman Jose Ignacio
Goirigolzarr said, describing these as the first phase of an
eventual privatization that will be done in chunks and could take
around two years, Reuters relays.

Reuters notes that official sources have said Spain, which has
until 2017 to fully privatize Bankia, is keen to emulate
Britain's partial sale of its stake in Lloyds Banking Group Plc.

Mr. Goirigolzarri, as cited by Retuers, said it was "not
impossible" to recoup all the Bankia rescue funds.  Spain, which
has spent more than EUR61 billion propping up the financial
sector since 2008 and plugged EUR22.5 billion into Bankia, has
sold other nationalized lenders at a loss, Reuters discloses.

Bankia SA is a Spanish banking conglomerate that was formed in
December 2010, consolidating the operations of seven regional
savings banks.  As of 2012, Bankia is the fourth largest bank of
Spain with 12 million customers.


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

At the same time, S&P assigned its 'BB-' issue ratings to
Empark's proposed EUR235 million secured fixed-rate notes due
2019 and EUR150 million secured floating-rate notes due 2019.
The recovery rating on both of these issues is '4', indicating
S&P's expectation of average (30%-50%) recovery prospects for
noteholders in the event of a payment default.

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

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

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

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

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

S&P's base-case scenario assumes:

   -- Relatively flat off-street parking volumes in 2014 based on
      S&P's economic forecast, which sees Spanish GDP growing by
      0.8% in 2014

   -- Increased off-street parking volumes thereafter, of between
      1.5x-2.0x the growth rate for weighted GDP in Spain and
      Portugal.

   -- Modest revenue growth for the off-street division, given
      S&P's forecast for inflation in Spain of 1.5%, which S&P
      believes will support prices on Empark's concessions.

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

   -- Modest growth (1%-3%) in on-street parking revenue, while
      cost-saving initiatives enable Empark's EBITDA margin to
      improve to between 18% and 20%.

   -- The management contract business will be broadly neutral to
      the consolidated EBITDA and overall EBITDA will remain
      around the level S&P projected in 2013.

   -- Positive free operating cash flow generation of about
      EUR14 million.

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

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

   -- A weighted-average adjusted FFO-to-debt ratio of above 5%;
      And

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

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

"We could lower the rating if Empark's business risk profile
weakens to "satisfactory."  This could occur if the company
becomes unable to maintain adjusted EBITDA margins of above
30% -- in our view, this would highlight weakening in the
company's competitive position.  We could also lower the ratings
if our view of actual or potential volatility in profitability
rose higher than we currently anticipate -- for example,
following a deterioration in economic conditions in Spain or if
the company's on-street and contract management businesses grow
materially.  We could also take a negative rating action if we
assess liquidity as "less than adequate" or if management starts
to pay dividends before debt to EBITDA declines below 6x, which
Empark has indicated to us is its current financial policy," S&P
said.

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


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


UKRAINE: Non-Insurance Recovery in Progress, Fitch Says
-------------------------------------------------------
Fitch Ratings says in a new comment that profitability in the
Ukrainian non-life insurance sector has recovered strongly in
recent years and has considerable potential for long-term growth.
However, standards of regulation and financial reporting,
although improving, continue to act as a significant drag on
ratings.

"The non-life insurance market in Ukraine is still recovering
from the effects of the global financial crisis," says Clara
Hughes, Senior Director in Fitch's Insurance team. "While profits
have rebounded strongly, driven by financial markets, economic
weakness is likely to hinder growth in the near term. However,
Ukraine's insurance penetration rate is in the bottom five in
Europe, indicating that there is significant scope for premium
growth in the long term."

The Ukrainian insurance market is highly fragmented with more
than 350 insurers but only USD2.5 billion of gross written
premiums in 2012. Profits rebounded to USD740 million in 2012
from an overall market loss of USD124m in 2009, despite the high
level of competition. However, the low level of regulatory
oversight and lack of transparency in financial reporting mean it
is possible that profits are being materially overstated.

Foreign companies are taking an increasing interest in the region
with around one-third of Ukrainian insurers having foreign
shareholders. In total, foreign investments in Ukrainian
insurance companies amount to more than USD600m. Foreign
investors bring better business practices and expertise to a
market that has a low level of transparency. In Fitch's view, the
lack of transparency and the still weak profitability are the
main factors limiting the creditworthiness of Ukrainian insurance
groups.




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


CAMERON BLACK: Closes Operations, BDO Tapped as Administrator
-------------------------------------------------------------
Hanna Sharpe at Business Sale reports that Cameron Black was
placed into administration on January 28, with BDO hired as the
administrator.

The business shut its construction sites and has now been placed
in the hands of joint administrators Matthew Tait and Martha
Thompson, Construction News has revealed, according to Business
Sale.

Subcontractors, who say the construction company owes them money,
have brought in law firm Fenwick Elliott, which aims to get
Begbies Traynor on board as a co-administrator to look after the
creditors' interests, the report discloses.

After the business has been sifted through the administration
process, the report says it will be liquidated with the intention
of having Begbies Traynor on hand to manage the procedure and
carry out investigations into the situation before Cameron Black
entered administration.

The company recorded a loss of almost GBP1.6 million on sales of
GBP28 million in its accounts for the year ending September 30,
2012.

Cameron Black is a London-based interior fit-out business.


CASH'S (UK): In Administration; Seeks Buyer
-------------------------------------------
Jenny Waddington at Coventry Telegraph reports Cash's (UK) Ltd
goes into administration and looks for a buyer for its operation
to save it from closure.

A total of 47 workers have been made redundant after
administrators were appointed to the Tile Hill business and its
parent company Composite Materials Limited, according to Coventry
Telegraph.

The report notes that cash flow problems, described as
"significant", as a result of a deficit in the group's pension
scheme, the reports discloses have been blamed for the collapse
of the firm.

"Despite the underlying businesses being profitable historically,
the companies have experienced significant cash flow problems for
a number of years as a result of a substantial deficit in the
group's defined benefit pension scheme.  Over the last few weeks,
we have been working closely with the directors to find a
solution, but ultimately, the requirement to fund the pension
scheme left the directors with little option other than to seek
the appointment of administrators.  It is our intention to
continue limited trade to satisfy current orders while we seek a
buyer, and would encourage any parties who may be interested in
the business and its assets to contact us," the report quoted
Will Wright, partner at KPMG and joint administrator, as saying.

Cash's (UK) Ltd weave fine quality name labels, school name tags,
clothing labels, personalized luggage straps, travel socks and
badges for some of the best-known names.   The company was set up
in 1846 by Quaker brothers John and Joseph Cash in Coventry and
has grown to become one of the most famous worldwide suppliers of
woven products.


DRACO ECLIPSE 2005-4: Fitch Affirms CCCsf Rating on Class E Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Draco (Eclipse 2005-4) plc's class E
notes due 2017 as follows:

  GBP3.4m class E (XS0238141617): affirmed at 'CCCsf', Recovery
  Estimate (RE) 90%

Draco (Eclipse 2005-4) plc is a securitization of five commercial
mortgage loans originated in the UK by Barclays Bank plc. Four
loans have prepaid since closing in December 2005, leaving the
loan pool with a current balance of GBP7.9 million as at the
January 2014 interest payment date.

KEY RATING DRIVERS

The GBP144.1 million Flintstone loan (95% of the pool balance)
has, over the past 12 months, been repaid in full, ahead of its
maturity in October 2015. The redemption triggered the sequential
principal allocation to the notes, resulting in the full
repayment of the class A to D notes at the January 2014 interest
payment date.

The remaining loan, GBP7.9 million Herbert House, is secured by a
single-tenanted secondary office property located in Birmingham
city centre. The building is fully let to Cable and Wireless
Communications with a lease break in July 2015. As per Fitch's
expectation, the loan defaulted at its maturity on January 7,
2014, and was transferred to special servicing (performed by
Capita Asset Services). Uncertainty surrounding the future income
profile is reflected in the July 2012 market value of GBP5.2
million, down from GBP11.2 million in September 2005.

In the event that the lease break is exercised, even the vacant
possession value of GBP3.2 million may not be achievable given
the poor condition of the property and required capital
expenditure. In addition, the property has unsuccessfully been
marketed by the borrower since November 2012 at an asking price
in excess of GBP8.5 million. Due to the combined effect of the
state of repair and the fact that net rental income is higher
than the estimated rental value by 52%, Fitch expects the loan
recoveries to be insufficient to repay the class E notes in full.
This is reflected in the recovery estimate of 90%.

Rating Sensitivities

The class E notes may be repaid in full should the tenant not
exercise its break option. The additional 10 years of income
would sufficiently increase the value of the asset (and the
appeal to investors) to avoid a default. In this scenario, an
upgrade would be possible.


HEARTS OF MIDLOTHIAN: Steps Closer to Exiting Administration
------------------------------------------------------------
EuroSport reports that Hearts have moved a major step closer to
exiting administration after majority shareholder UBIG agreed to
transfer its stake to the fans.

Administrator BDO confirmed it had concluded negotiations with
its colleagues in Lithuania, who are dealing with the bankrupt
financial institution, EuroSport relates.

The Foundation of Hearts had a Company Voluntary Arrangement
offer accepted by the club's creditors on Nov. 29 and is now a
significant step closer to a takeover, EuroSport discloses.

This will be completed by Bidco, a group of Hearts-supporting
business people who have raised the capital for an immediate
purchase, before the club is transferred gradually to Fanco, the
7,800 supporters who have begun paying monthly direct debit
payments to the Foundation of Hearts, EuroSport says.

According to EuroSport, a statement from BDO read: "The
administrator of UBIG has confirmed they will transfer for an
undisclosed sum their 78.97 per cent shareholding in Heart of
Midlothian FC to Bidco to enable the CVA to conclude.

"This means that transfer of the club to Bidco can now go ahead
with a timescale of eight to 10 weeks for completion of the sale
and purchase agreement subject to the deal being ratified through
the Lithuanian courts and/or creditors."

                   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.


PROMINENT 2: Fitch Lowers Rating on GBP120MM Cl. A Notes to 'Dsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded Prominent CMBS Conduit No. 2
Limited's (Prominent 2) class A, B and C notes due 2019 and
affirmed the class D notes, as follows:

  GBP120.3m Class A (XS0303848229) downgraded to 'Dsf' from
  'Csf'; Recovery Estimate (RE) RE100%

  GBP0m Class B (XS0303848815) downgraded to 'Dsf' from 'Csf';
   RE0%

  GBP0m Class C (XS0303849201) downgraded to 'Dsf' from 'Csf';
   RE0%

  GBP0m Class D (XS0303849896) affirmed at 'Dsf'; RE0%

Key Rating Drivers

The rating actions reflect the loss allocation from the GBP90.9
million Ambassador loan workout and the full repayment of the
GBP97.5 million Lavancino loan.

In January 2014, only GBP120.3 million of class A notes remained
outstanding, matching the securitized balance of the sole
remaining loan, Colombina. The class B to F notes had been
written off due to losses from the defaulted Cavendish, Roade One
and Ambassador loans. The senior notes also suffered a minor loss
(1.3% of the original balance), driving the downgrade to 'Dsf'.

Colombina is secured on a single office property (Milbank Tower)
located in London's Victoria sub-market. The asset was reportedly
74% occupied in January 2014, with 40 tenants contributing
GBP10.3 million of gross rent on leases expiring in 3.8 years
(weighted average). The loan is scheduled to mature in April
2014.

The loan is hedged via an interest rate swap, which expires three
years after loan maturity. Should the swap be broken as a result
of a loan event of default, breakage costs would be in excess of
GBP17 million. Fitch believes that the securitized loan will
likely repay in full despite these costs, with the non-rated
GBP30.7 million B-note (not part of Prominent 2) bearing any
losses.

The 'Bsf' net recoveries are in excess of GBP120.3 million.


WINDERMERE XIV: Fitch Cuts EUR17.4MM Cl. F Notes Rating to 'Dsf'
----------------------------------------------------------------
Fitch Ratings has downgraded Windermere XIV CMBS Ltd's class F
notes:

  EUR17.4m class F (XS0330753673) downgraded to 'Dsf' from
  'CCsf'; RE0%

Windermere XIV is a securitization of four commercial mortgage
loans (down from eight loans at closing in November 2007)
originated by subsidiaries of Lehman Brothers Inc.

KEY RATING DRIVERS

The downgrade of the class F notes is driven by a loss allocation
of EUR9,376 on the January 2014 interest payment date. The
principal loss was caused by liquidation fees due under the Sisu
loan and paid out of issuer receipts. As the sales efforts of the
underlying properties advance, the class F notes will suffer
further losses from liquidation fees even if the loan should make
a full recovery.

Rating Sensitivities

Due to the current 'Dsf' rating, the class F is insensitive to
further developments in the transaction.



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


* Fitch Publishes February SME CLO Compare
------------------------------------------
Fitch Ratings has published the February edition of its SME CLO
Compare. The report is updated on a monthly basis.

As part of its "SME Market Review" series, Fitch also published
"SME Market Overview-Italy". Italian SMEs continue to face credit
restrictions as the spread charged by banks reached a record high
of 4% for non-financial corporates (NFCs). Lending volume to NFCs
in July 2013 fell 4.1% month on month. The number of new bad
loans as a share of total loans for NFCs stood at 3.2%, while the
corresponding loan notional figure was 4.5%. This is the highest
level since the peak of the early 1990s when Italy went through a
severe economic downturn.

Fitch also published this month two new issue reports for Bankia
PYME I, FTA a Spanish SME CLO, and Piazza Venezia S.r.l an
Italian SME CLO.

On January 8, 2014, Fitch upgraded class A notes for IM Cajamar
Empresas 4 FTA to 'A+sf' from 'A-sf'. The upgrade reflects a
substantial increase in credit enhancement following deleveraging
of the portfolio to 65.1% of its initial balance. The account
bank trigger of 'BBB+'/'F2' stated in the documentation
constrains the maximum achievable rating of the senior notes at
'A+sf'. The class B notes were affirmed at 'CCCsf' as the notes
are currently deferring interest, and payment of class A notes
principal is senior to class B notes interest.

On January 22, AYT Colaterales Global Empresas, FTA was called by
the originator and all the outstanding notes were paid in full.

On January 29, Fitch published its comment that there would be no
impact of the replacement of the swap counterparty of CECABANK
(BBB-/Negative/F3) by JP Morgan Chase Bank (A+/Stable/F1), for
FTPYME TDA CAM 2, FTPYME TDA CAM 4 and Empresas Hipotecario TDA
CAM 3. JP Morgan is an eligible counterparty according to Fitch's
criteria and the agreements for the respective transactions all
contain triggers that prescribe counterparty risk remedial
actions when breached.

On January 30, Fitch downgraded GATE SME CLO 2006-1 Ltd's (GATE)
and affirmed CART 1 Ltd's (CART) notes. These transactions are
partially-funded synthetic CDOs referencing a portfolio of loans,
revolving credit facilities and other payment claims to SMEs and
larger companies based predominantly in Germany. The downgrade of
GATE notes reflects the reduced credit protection of the notes
following losses in the underlying portfolio. The affirmation of
CART reflects Fitch's view that the current credit enhancement is
commensurate with the current ratings, despite additional
reported defaults.

On January 23, 2014, Fitch published updated criteria titled
"Criteria for Interest Rate Stresses in Structured Finance
Transactions and Covered Bonds". In particular, the equilibrium
rate assumption have been lowered for three (Euribor, UK pound
Libor and New Zealand) main interbank rates. This is based on
Fitch's view on long term growth potential and target inflation
in the respective countries. Fitch does not expect any rating
changes to result from the implementation of the update.

On January 28, 2014, Fitch presented its view on pledged
collection account (PCA) seen in new German securitizations.
Fitch stated that a PCA can mitigate commingling risk where the
collection account is in the name of the servicer, but which is
pledged to the SPV. The legal opinion provided to Fitch states
that the pledgee (SPV) is entitled to enforce the pledge even if
a moratorium is imposed on the insolvent servicer. While this
supports the PCA concept, the agency notes that it has not been
legally tested yet.

During January, the 90+ delinquencies in Spain and Italy have
shown sign of stabilization at 4% and 2.8% respectively.


                            *********

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

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

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

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


                            *********


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

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

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

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