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

                           E U R O P E

          Wednesday, February 19, 2014, Vol. 15, No. 35

                            Headlines

C R O A T I A

MIRNA: To Enter Bankruptcy Protection After Rescue Plan Rejected


F R A N C E

ATALIAN SA: Moody's Changes Outlook on B2 CFR to Positive
DARTY PLC: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
SOLOCAL GROUP: Moody's Places Caa1 CFR Under Review for Downgrade


G E R M A N Y

SOLARSTROM AG: Seeks New Investors as Part of Restructuring


I R E L A N D

PARTHOLON CDO: Moody's Affirms B1 Rating on 2 Note Classes


L U X E M B O U R G

HAYFIN RUBY II: S&P Affirms 'BB' Ratings on 2 Note Classes


N E T H E R L A N D S

DUCHESS V CLO: Moody's Affirms Ba2 Rating on EUR31.5MM Notes
HIGHLANDER EURO: Moody's Hikes Rating on EUR41.25MM Notes to Ba1
SUNCONNEX: PV Distributor Files For insolvency


P O L A N D

COGNOR SA: S&P Raises Corp. Credit Rating to CCC+; Outlook Stable


S P A I N

CODERE SA: Formally Rejects Bondholders' Restructuring Proposal
PESCANOVA SA: Creditors May Accept Losses of Almost 90%


T U R K E Y

EXPORT CREDIT: S&P Lowers Outlook to Neg. & Affirms 'BB+' Rating


U N I T E D   K I N G D O M

AVON BARRIER: In Administration; Buyer Sought
CABOT FINANCIAL: S&P Lowers Counterparty Credit Rating to 'B'
FANCIE: Goes Into Voluntary Liquidation, Owes GBP100,000++
HEARTS OF MIDLOTHIAN: Fans Group Unveils Takeover Plan Details
HIBU INC: Hearing on Chapter 15 Petition Set for Feb. 27

MARLIN FINANCIAL: S&P Raises Rating on GBP150MM Sr. Notes to 'B+'
PRESTON TRAVEL: Talks to Sell Parts of Business Failed
WORLDWIDE FINANCE: In Liquidation, 2,000 Clients Stranded


                            *********


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C R O A T I A
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MIRNA: To Enter Bankruptcy Protection After Rescue Plan Rejected
----------------------------------------------------------------
Agra-net.com reports that Mirna will have to enter bankruptcy
protection after representatives of Croatia's finance ministry,
the financially troubled company's largest creditor, voted
against a restructuring plan for the company proposed by the
management.

Mirna owes a confirmed total of HRK37 million (US$6.62 million),
including HRK30.65 million to the Croatian government and its
agencies, Agra-net.com says, citing the draft plan.

Mirna is a Croatian seafood-canning business.



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F R A N C E
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ATALIAN SA: Moody's Changes Outlook on B2 CFR to Positive
---------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on La Financiere ATALIAN S.A.'s (Atalian) ratings. At the
same time, Moody's has affirmed Atalian's B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR), as
well as the B3 rating on the group's EUR250 million senior
unsecured notes maturing in 2020.

Ratings Rationale

"The change of outlook to positive on Atalian's B2 ratings is
driven by the improving EBITDA of the group, mainly related to
greater-than-anticipated benefits derived from the French tax-
credit program (CICE), which we expect to result in a faster
deleveraging path, despite the continued challenging operating
environment in its home market," says Knut Slatten, Moody's lead
analyst for Atalian.

The company has delivered in 2013 an operating performance which
exceeds Moody's initial expectations. To a large extent this
reflects the positive benefits of the French CICE, a new EUR20
billion tax-credit program launched in December 2012 by the
French government in a bid to improve the competitiveness of
French companies. Pursuant to the law, French companies can under
certain circumstances receive a tax credit equaling 4% of gross
salaries for 2013 and 6% for 2014 and 2015. For financial year
2012/2013, Atalian recorded a tax benefit of EUR13 million and
predicts that this amount will increase to around EUR25 million
in 2013/14. Moody's had previously indicated that it would
include such benefits within its computed EBITDA. In addition,
Moody's anticipates that the French operations of Atalian will be
boosted by the July 2013 acquisition of Carrard, as Atalian
expects the acquisition to contribute EUR8 million of EBITDA in
the current financial year.

Whilst Moody's considers the tax credit to be credit positive for
Atalian, some of the gains could disappear amidst further pricing
pressure as customers may bargain for a larger share of the
benefits. However, Atalian has proven able so far to resist such
strategies.

Atalian's B2 CFR continues to primarily reflect (1) the company's
high exposure to its home market, France, which represents 89% of
revenues; (2) its high leverage; (3) the fact that a substantial
proportion of the company's costs comprise personnel charges,
which leaves it vulnerable to legislative changes that affect
labor costs. However, these factors are partially offset by
Atalian's (1) solid competitive positioning within the French
market, particularly within the cleaning segment; (2) positioning
across both hard and soft services, allowing for the provision of
multi-services solutions with a limited need for subcontractors;
(3) limited degree of customer concentration, with its largest
customer accounting for less than 5% of total revenues; and (4)
family ownership, which provides some comfort as regards to the
company's future strategic direction.

Atalian's liquidity profile remains adequate, although we note
that the company reduced the size of its revolving credit
facility (RCF) to EUR18 million from EUR36 million in August
2013. In addition to the EUR18 million available under its RCF,
Atalian had a cash balance of EUR51.4 million as of November
2013, which was boosted by the increased use of their factoring
program. Moody's projects that the company will generate positive
free cash flow over the next 12 months, but that it will be
applied to acquisitions. Moody's cautions that Atalian's headroom
under financial covenants is not more than adequate with current
headroom running at around 15% at the end of November 2013. We
expect that the company will maintain appropriate alternative
liquidity at any point in time.

What Could Change The Rating Up/Down

Moody's could consider upgrading the rating to B1 if Atalian
continues on its current trajectory of growth in EBITDA allowing
for the company's leverage, measured by debt/EBITDA, to move
towards 4.5x. An upgrade would also require that the liquidity
remains sufficiently solid with appropriately dimensioned
alternative arrangements in place.

Conversely, negative pressure could develop if Atalian's leverage
moves above 5.5x or if Moody's becomes concerned about the
company's liquidity.

Principal Methodology

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Atalian is a France-based provider of outsourced building
services. It has around 10,000 customers in the private and
public sector and operates throughout 11 countries. For the
financial year ended August 31, 2013, the company reported total
revenues of EUR1.206 billion and adjusted EBITDA of EUR74.9
million.


DARTY PLC: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' long-term corporate credit rating to France-based consumer
electronics retailer Darty PLC.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue rating to the
proposed senior unsecured RCF due 2019 and senior unsecured notes
due 2021, to be issued by Darty Financements S.A.S.  The recovery
rating on these instruments is '3', indicating S&P's expectation
of meaningful (50%-70%) recovery prospects in the event of a
payment default.

S&P understands that, over the next few weeks, Darty plans to
raise up to EUR500 million of new funding, roughly equally split
between an RCF maturing in 2019 and senior unsecured notes due in
2021.  This new financing will repay an existing EUR455 million
RCF, of which EUR219 million was drawn at fiscal year-end 2013
(ended April 30, 2013).

The rating on Darty reflects S&P's view of the company's "weak"
business risk profile and "intermediate" financial risk profile.

The stable outlook reflects S&P's opinion that Darty's future
earnings growth, fueled by cost cutting and market share gains in
France, should enable the company to gradually improve its credit
ratios over time, despite S&P's expectation of weak free cash
flow generation and a tough business environment for consumer
electronics retailers in France over the next 12 months.  In
particular, S&P believes that Darty will post an adjusted FFO-to-
debt ratio of more than 30% and an adjusted debt-to-EBITDA ratio
of about 2.5x, on average, in fiscal 2014 and beyond.

S&P would consider a positive rating action if the company
strengthened its competitive position and stabilized its
profitability at a higher level, prompting S&P to revise upward
its assessment of the business risk profile to "fair" from
"weak." S&P could also upgrade Darty if the company posted an
FFO-to-debt ratio of more than 35% and a debt-to-EBITDA ratio
close to 2x on a sustainable basis.

S&P could lower the ratings if the FFO-to-debt ratio fell below
30%, if the debt-to-EBITDA ratio were to move closer to 3x, or if
S&P perceived a material weakening in adjusted free operating
cash flow generation.  This could happen in the event of a
sharper-than-expected deterioration in the French retail
electronics market or if Darty didn't successfully execute its
turnaround strategy.  Negative rating pressure would also arise
if Darty made a large debt-financed acquisition, if liquidity
became less than adequate, or if Darty couldn't restore more
healthy levels of free operating cash flow.


SOLOCAL GROUP: Moody's Places Caa1 CFR Under Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Solocal Group
S.A. on review for downgrade, including the company's Corporate
Family Rating (CFR) of Caa1, Probability of Default Rating (PDR)
of Caa1-PD, and PagesJaunes Finance & Co. S.C.A.'s senior secured
notes rating of Caa1.

Ratings Rationale

The rating action follows Solocal's announcement of a share
capital increase conditional upon, among other things, the
approval of an amend-and-extend (A&E) request to the bank debt
lenders group in return for a EUR400 million bank debt repayment.
Although, if successful, the transaction will reduce Solocal's
leverage and improve the company's liquidity profile, Moody's
decision reflects the possibility that a sauvegarde process is
required to achieve the consent of the debt holders. This
possibility, although considered by the company as remote, would
lead to debt payment obligations being blocked as part of the
sauvegarde process. Moody's notes that no interest payments on
the notes and the loans are due during this period (which is
expected to last for a maximum of two months), however a
scheduled bank loan repayment is due in April. Solocal is seeking
consent from the noteholders to amend the documentation such that
the sauvegarde procedure or a non-payment on certain indebtedness
triggered by the sauvegarde procedure will not cross-default the
notes. However, such a non-payment, as well as other events
implying that the company's original promise to lenders will not
be met, would constitute a default under Moody's definition and
would lead to a downgrade of the company's PDR. At this point, we
do not expect Solocal's CFR to be impacted, if the transaction is
completed as planned.

Solocal reached an agreement to raise EUR440 million share
capital increase fully subscribed or backstopped by three of
Solocal's largest shareholders and by five institutional
investors. This is conditional upon an Extraordinary General
Meeting approval in April as well as the approval of the A&E
request to the bank lenders group. The A&E request includes the
(i) repayment of EUR400 million of bank debt out of EUR1.2
billion maturing in September 2015, (ii)an extension to March
2018 of the remaining debt facilities maturing in September 2015,
with an option to further extend to 2020 (subject to the
refinancing of the EUR350 million notes), (iii) the amendment of
certain clauses of Solocal's debt facilities documentation, such
as covenant level and debt amortization profile. If successful,
the transaction will reduce Solocal's pro forma leverage to below
3.0x Gross Operating Margin (GOM), based on management
calculations, or to 3.4x from 4.4x Moody's adjusted gross
leverage (LTM September 2013). The transaction will also improve
the company's liquidity and debt maturity profile following the
revised amortization schedule, increased covenant headroom and
postponed debt maturity.

The transaction is expected to be completed within the next 4
months. If during this period the A&E approval is not obtained,
the share capital increase commitment from Solocal's shareholders
and investors falls away.

Moody's review will focus on the development under A&E process,
in particular the transformation into sauvegarde. Moody's aims to
conclude its review within the next four months.

Solocal's full-year 2013 results were in line with the company's
revised guidance provided in November. Solocal's revenue declined
by 5.8% year-on-year on a like-for-like basis and GOM declined to
EUR424 million from EUR465 million last year, slightly above the
company's forecast. The company continues to generate positive
free cash flow enabling EUR146.5 million debt repayment during
2013. However, the liquidity under current capital structure
remains weak, driven by scheduled debt repayments and
deteriorating cash generation expected in 2014. As of
December 31, 2013, the liquidity consisted of EUR73 million cash
on balance sheet and EUR71 million availability under the
revolving credit facility. The headroom under net leverage
covenant as of Q4 2013 was minimal, at 0.5%. In the absence of
any covenant renegotiation Moody's expects that the net leverage
covenant will be breached in 2014.

The principal methodology used in these ratings was the Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Solocal is the leading provider of local media advertising and
local website and digital marketing services, with the majority
of its operations (approximately 97% of 2012 total revenue) in
France and the remainder of operations in Spain mainly. The
company reported approximately EUR1 billion revenues in the
twelve-month period ended September 30, 2013. Solocal is listed
on the Paris stock exchange.



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G E R M A N Y
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SOLARSTROM AG: Seeks New Investors as Part of Restructuring
-----------------------------------------------------------
Mark Osborne at pv-tech.org reports that S.A.G. Solarstrom said
it is seeking new investors as part of its restructuring plan and
will officially open insolvency proceedings on March 1, 2014.

The job of searching for investors has been placed in the hands
of the international strategy consultancy, Roland Berger Strategy
Consultants, pv-tech.org relates.

According to the report, the company also noted that as part of
the self-administered insolvency proceedings, a restructuring
plan would be presented to the courts at the beginning of March.

"The course of action so far has been proceeding as planned and
is altogether characterized  by very constructive cooperation
between the Executive Board and the temporary creditor committee"
the report quotes temporary trustee Dr. Jorg Nerlich as saying.
"I thus assume that the restructuring plan can be established
with the agreement of all those involved".

"Our common goal is the continued operation of the company, if
possible with its present structure," added Dr. Karl Kuhlmann,
CEO of S.A.G. Solarstrom, pv-tech.org reports. "Our four pillar
business model has basically proven to be successful. However,
plant construction requires substantial funding. For an investor,
S.A.G. Solarstrom AG's business areas offer attractive options in
the long-term."

                    About S.A.G. Solarstrom AG

Headquartered in Freiburg i.Br., Germany S.A.G. Solarstrom AG
(German security identification number: 702 100, ISIN:
DE0007021008) -- http://www.solarstromag.com-- is a
manufacturer-independent provider of photovoltaic plants
configured to customers' individual needs.  The Group constructs
plants of all sizes both in Germany and abroad. S.A.G. Solarstrom
AG also produces solar energy at its own plants.

S.A.G. Solarstrom AG's service portfolio covers the entire life
cycle of photovoltaic plants, including forecast and energy
services, yield reports, and remote service and maintenance, as
well as insurance and financing.  The Group thus offers a
comprehensive value chain in photovoltaics, from yield reports,
planning, construction, operations, and monitoring to
optimization, repowering, and deconstruction.

S.A.G. Solarstrom AG was founded in 1998.  Around 190 specialists
work at the four locations in Germany and the foreign
subsidiaries.

S.A.G. Solarstrom AG is listed in the Prime Standard of the
Frankfurt Stock Exchange as well as according to the rules and
standards M:access of the Munich Stock Exchange.

Solarstrom filed for insolvency in December following cashflow
and creditor difficulties, which were exacerbated by a pipeline
of UK PV projects being cancelled, pv-tech.org reports.



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PARTHOLON CDO: Moody's Affirms B1 Rating on 2 Note Classes
----------------------------------------------------------
Moody's Investors Service has taken the following rating actions
on the following notes issued by Partholon CDO I PLC:

   EUR31.432M (current outstanding balance of EUR20.17M) Class
   B-1 Floating Rate Notes, Upgraded to Aaa (sf); previously on
   Nov 14, 2013 Upgraded to Aa2 (sf) and Placed Under Review for
   Possible Upgrade

   EUR2.25M (current outstanding balance of EUR1.44M) Class B-2
   Fixed Rate Notes, Upgraded to Aaa (sf); previously on Nov 14,
   2013 Upgraded to Aa2 (sf) and Placed Under Review for Possible
   Upgrade

   EUR4M (current outstanding balance of EUR 2.56M) Class B-3
   Zero Coupon Notes, Upgraded to Aaa (sf); previously on Nov 14,
   2013 Upgraded to Aa2 (sf) and Placed Under Review for Possible
   Upgrade

   EUR28.45M Class C-1 Floating Rate Notes, Affirmed B1 (sf);
   previously on Mar 8, 2013 Affirmed B1 (sf)

   EUR7.75M Class C-2 Fixed Rate Notes, Affirmed B1 (sf);
   previously on Mar 8, 2013 Affirmed B1 (sf)

   EUR4M (current rated balance outstanding of EUR1.41M) Class R
   Combination Notes, Upgraded to Aaa (sf); previously on Mar 8,
   2013 Upgraded to Aa1 (sf)

   EUR24M (current rated balance outstanding of EUR348,167) Class
   J Combination Notes, Affirmed Aaa (sf); previously on Mar 8,
   2013 Affirmed Aaa (sf)

   EUR10M (current rated balance outstanding of EUR4.60M) Class S
   Combination Notes, Affirmed Baa1 (sf); previously on Mar 8,
   2013 Upgraded to Baa1 (sf)

Moody's also has withdrawn the ratings of the Classes A-1 and A-3
due to full redemption.

Partholon CDO I plc, issued in October 2003, is a Collateralised
Loan Obligation ("CLO") backed by a portfolio of mostly high
yield European loans. It is predominantly composed of senior
secured loans. The portfolio is managed by the Bank of Ireland.
This transaction ended its reinvestment period on 6 January 2009.

Ratings Rationale

The actions on the notes are primarily a result of deleveraging
of the senior notes and subsequent improvement of over-
collateralization ratios since the rating action in March 2013.
Moody's had previously upgraded the ratings on November 14, 2013
of Classes B-1, B-2 and B-3 to Aa2 (sf) from Aa3 (sf) and left
them on review for upgrade due to significant loan prepayments.
The actions conclude the rating review of the transaction.

The Classes A-1 and A-3 have fully paid down, therefore Classes
B-1, B-2 and B-3 are now the most senior classes, and have paid
down by approximately EUR13.5 million (35.8%) on January 14, 2014
payment date. As a result of the deleveraging, over-
collateralization has increased. As of the trustee's January 2014
report, the Classes B had an over-collateralization ratio of
189.58%, compared with 149.53% 12 months ago. The reported OC
ratios don't reflect the payment that took place on 14th January
2014.

The ratings of the Combination Notes address the repayment of the
rated balance on or before the legal final maturity. For Class S,
the 'rated balance' is equal at any time to the principal amount
of the combination note on the issue date increased by the rated
coupon of 3.0% per annum accrued on the rated balance on the
preceding payment date minus the aggregate of all payments made
from the issue date to such date, either through interest or
principal payments. For Classes J and R which do not accrue
interest, the 'rated balance' is equal at any time to the
principal amount of the combination note on the issue date minus
the aggregate of all payments made from the issue date to such
date, either through interest or principal payments. The rated
balance may not necessarily correspond to the outstanding
notional amount reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR70.6 million,
defaulted par of EUR10.4 million, a weighted average default
probability of 28.59% (consistent with a WARF of 5416 with a
weighted average life of 2.33 years), a weighted average recovery
rate upon default of 49.01% for a Aaa liability target rating, a
diversity score of 9 and a weighted average spread of 3.40%.

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 97.17% 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
18.2% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 6081
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were in line with 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:

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 liquidation
agent/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 77.31% 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.

Long-dated assets: Currently the transaction is exposed to 21.16%
of long dated assets. The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation
risk on those assets. Moody's assumes that, at transaction
maturity, the liquidation value of such an asset will depend on
the nature of the asset as well as the extent to which the
asset's maturity lags that of the liabilities. Liquidation values
higher than Moody's expectations would have a positive impact on
the notes' ratings.

Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors with Caa1 or lower/non-investment-grade ratings,
especially when they default. Because of the deal's low diversity
score and lack of granularity, Moody's supplemented its typical
Binomial Expansion Technique analysis with a simulated default
distribution using Moody's CDOROMTM software and an individual
scenario analysis.

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.



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L U X E M B O U R G
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HAYFIN RUBY II: S&P Affirms 'BB' Ratings on 2 Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on HAYFIN
RUBY II LUXEMBOURG S.C.A.'s class VFN EUR, VFN GBP, A1, A2, B1,
B2, C1, C2, D1, D2, E1, and E2 variable funding and senior
secured floating-rate notes following the transaction's effective
date as of Jan. 17, 2014.

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.

"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

Ratings Affirmed

HAYFIN RUBY II LUXEMBOURG S.C.A.
EUR223.641 Million, GBP148.767 Million Senior Secured Variable
Funding Notes

Class       Rating

VFN EUR      AAA (sf)
VFN GBP      AAA (sf)
A1           AAA (sf)
A2           AAA (sf)
B1           AA (sf)
B2           AA (sf)
C1           A (sf)
C2           A (sf)
D1           BBB (sf)
D2           BBB (sf)
E1           BB (sf)
E2           BB (sf)



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


DUCHESS V CLO: Moody's Affirms Ba2 Rating on EUR31.5MM Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Duchess V CLO B.V.:

EUR35.25M Class B Second Priority Deferrable Secured Floating
Rate Notes due 2021, Upgraded to Aaa (sf); previously on Nov 14,
2013 Aa3 (sf) Placed Under Review for Possible Upgrade

EUR29.5M Class C Third Priority Deferrable Secured Floating Rate
Notes due 2021, Upgraded to A2 (sf); previously on Nov 2, 2011
Upgraded to Baa1 (sf)

EUR7M (Currently EUR4.9M Outstanding) Class O Combination Notes
due 2021, Upgraded to Aa3 (sf); previously on Nov 2, 2011
Upgraded to A3 (sf)

EUR4M (Currently EUR2.3M Outstanding) Class W Combination Notes
due 2021, Upgraded to Aa3 (sf); previously on Nov 2, 2011
Upgraded to A3 (sf)

Moody's also affirmed the ratings on the following notes issued
by Duchess V CLO B.V.

EUR290M (Currently EUR102.7M Outstanding) Class A-1 First
Priority Senior Secured Floating Rate Notes due 2021, Affirmed
Aaa (sf); previously on Dec 13, 2005 Definitive Rating Assigned
Aaa (sf)

EUR31.5M Class D Fourth Priority Deferrable Secured Floating
Rate Notes due 2021, Affirmed Ba2 (sf); previously on Nov 2, 2011
Upgraded to Ba2 (sf)

Moody's also withdrew the rating on the following combination
notes because the notes were split back into its original
components:

EUR4.5M Class P Combination Notes due 2021, Withdrawn (sf);
previously on Nov 2, 2011 Upgraded to Ba1 (sf)

Duchess V CLO B.V., issued in December 2005, is a multi-currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European senior secured loans. The portfolio is
managed by Babson Capital Europe Limited. This transaction passed
its reinvestment period in February 2011.

Ratings Rationale

The upgrade to the ratings on the Class B and Class C notes is
primarily a result of the improvement in over-collateralization
ratios. On November 14, 2013, Moody's placed under review for
possible upgrade the rating of the Class B notes due to
significant loan prepayments. The actions conclude the rating
review of the transaction.

The Class A1 notes amortized by approximately EUR99 million (or
49%) over the last year and by approximately EUR163 million (or
61%) since the rating action in November 2011. As a result of
this deleveraging the overcollateralization ratios (or "OC
ratios") of the senior classes have increased. As of the trustee
report dated 31 Dec 2013, the Class A1, Class B, Class C and
Class D OC ratios are reported at 208.88%, 155.50%, 128.10%, and
107.82%, respectively, versus December 2012 levels of 156.36%,
133.13%, 118.40% and 105.89%, respectively, and September 2011
levels of 149.54%, 132.03%, 120.25%, and 109.79%, respectively.
All OC tests are currently in compliance.

The ratings on the combination notes address the repayment of the
rated balance on or before the legal final maturity. For Classes
O and W 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 0.25% 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, of 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 approximately
EUR217.6 million, defaulted par of EUR20.3 million, a weighted
average default probability of 26.74% (consistent with a WARF of
3963 with a weighted average life of 3.9 years), a weighted
average recovery rate upon default of 48.2% for a Aaa liability
target rating, a diversity score of 21 and a weighted average
spread of 3.98%.

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 94.75% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the remainder non first-lien loan corporate assets would recover
15%. In each case, historical and market performance and a
collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

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 a lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
3.2% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 4024
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

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

Additional uncertainty about performance is due to the following:

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

2) Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralization levels. Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's
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.

3) Around 44% of the collateral pool consists of debt obligations
whose credit quality Moody's has been assessed by using credit
estimates.

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.


HIGHLANDER EURO: Moody's Hikes Rating on EUR41.25MM Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Highlander Euro CDO B.V.:

EUR48.75M Class A-2 Primary Senior Secured Floating Rate Notes
due 2022, Upgraded to Aaa (sf); previously on Nov 14, 2013
Upgraded to Aa2 (sf) and Placed Under Review for Possible Upgrade

EUR45M Class B Primary Senior Secured Floating Rate Notes due
2022, Upgraded to Aa3 (sf); previously on Nov 14, 2013 Upgraded
to A2 (sf) and Placed Under Review for Possible Upgrade

EUR41.25M Class C Primary Senior Secured Deferrable Floating
Rate Notes due 2022, Upgraded to Ba1 (sf); previously on Jul 13,
2011 Upgraded to Ba2 (sf)

Moody's Investors Service has affirmed the ratings on the
following notes:

EUR276.25M Class A-1 Primary Senior Secured Floating Rate Notes
due 2022, Affirmed Aaa (sf); previously on Jul 13, 2011 Upgraded
to Aaa (sf)

EUR25M Class D Primary Senior Secured Deferrable Floating Rate
Notes due 2022, Affirmed B2 (sf); previously on Jul 13, 2011
Upgraded to B2 (sf)

EUR13.75M Class E Secondary Senior Secured Deferrable Floating
Rate Notes due 2022, Affirmed Ca (sf); previously on Nov 13, 2009
Downgraded to Ca (sf)

Highlander Euro CDO B.V., issued in August 2006, is a
collateralized loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured and mezzanine European loans.
The portfolio is managed by CELF Advisors LLP. The transaction's
reinvestment period ended in August 2012.

Ratings Rationale

The actions on the notes are primarily a result of deleveraging
of the senior notes and subsequent improvement of over-
collateralization ratios. Moody's had previously upgraded the
ratings on November 14, 2013 of Class A-2 to Aa2 (sf) from A1
(sf) and Class B to A2 (sf) from Baa1 (sf) and were put on review
for upgrade due to significant loan prepayments. The actions
conclude the rating review of the transaction.

Over the last year, the Class A-1 notes have paid down by
approximately EUR130.2 million (47.1% of closing balance) and
EUR161.6 million (58.5%) since closing. As a result of the
deleveraging, over-collateralization has increased. As of the
trustee's January 2014 report, the Class B had an over-
collateralization ratio of 133.1%, compared with 120.7% as of
January 2013 and 120.6% as of the last rating action in July 2011
based on the trustee report as of May 2011, and the Class C had
an over-collateralization ratio of 111.1%, compared with 107.6%
as of January 2013 and 107.6% as of the last rating action in
July 2011 based on the trustee report as of May 2011.

According to Moody's, the rating actions taken on the notes also
result from the benefit of modeling actual credit metrics
following the expiry of the reinvestment period in August 2012.
In particular, prior to the end of the reinvestment period
Moody's modeled the weighted average spread as the midpoint
between the covenant and the actual level. The weighted average
spread increased to 4.2% in January 2014, compared with 4.0% in
January 2013 and 3.2% of the last rating action in July 2011
based on the trustee report as of May 2011.

In consideration of the reinvestment restrictions applicable
during the amortization period, and therefore the limited ability
to effect significant changes to the current collateral pool,
Moody's analyzed the deal assuming a higher likelihood that the
collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements. In
particular, the deal is assumed to benefit from a shorter
amortization profile and higher spread levels compared to the
levels assumed before the end of the reinvestment period in
August 2012.

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 EUR278.2
million, defaulted par of EUR25.9 million, a weighted average
default probability of 24.86% at 4.6 years (consistent with a 10
year WARF of 3,380), a weighted average recovery rate upon
default of 45.2% for a Aaa liability target rating, a diversity
score of 21 and a weighted average spread of 4.2%.

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 83.12% of the
portfolio exposed to first-lien senior secured corporate assets
upon default, of 15% of the remaining non-first-lien loan
corporate assets upon default and 38.5% for the structured
finance assets. 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 12.2% of obligors in Italy and Spain, whose LCC are
A2 and A3, respectively, 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 0.88% for the Classes A-1 and A-2
notes and 0.55% for the Class B notes.

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:

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 given that the portfolio has a 12.2% exposure to
obligors located in Spain and Italy and 2) the exposure to 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 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.

* 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.

* Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation
risk on those assets. Moody's assumes that, at transaction
maturity, the liquidation value of such an asset will depend on
the nature of the asset as well as the extent to which the
asset's maturity lags that of the liabilities. Liquidation values
higher than Moody's expectations would have a positive impact on
the notes' ratings.

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


SUNCONNEX: PV Distributor Files For insolvency
----------------------------------------------
John Parnell at pv-tech.org reports that Dutch PV distributor and
installer Sunconnex has filed for insolvency, according to papers
lodged with a court in Amsterdam last week.

Three Sunconnex businesses have registered for insolvency in
total, Sunconnex BV, Sunconnex Projects BV and Sunconnex
Distribution BV, the report says.

According to pv-tech.org, the court papers show a C.M. de Breet
listed as the administrator for all three Sunconnex businesses.

The company had a US$189 million sales contract with Solyndra
prior to the manufacturer's demise, the report discloses.

Sunconnex operates across Europe from Iceland to Turkey, as well
as in the U.S. and Philippines.



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


COGNOR SA: S&P Raises Corp. Credit Rating to CCC+; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Poland-based steel maker Cognor S.A. to 'CCC+'
from 'SD' (selective default).  S&P also raised the short-term
rating on Cognor to 'C' from 'SD'.  The outlook is stable.

At the same time, S&P assigned its 'CCC+' issue rating to
Cognor's EUR100 million senior secured notes due 2020 and its
'CCC-' issue rating to its EUR25 million exchangeable notes due
2021.

The upgrade follows Cognor's completion of a sub-par exchange of
its EUR118 million senior secured notes due February 2014 for new
EUR100 million senior secured notes due 2020 and EUR25 million
exchangeable notes due 2021.  The exchange extended the maturity
date of Cognor's debt and reduced its interest payments in the
next three years.  Moreover, Cognor has the option of
accumulating the interest on the senior secured notes in the next
two years and the interest on the exchangeable notes over their
life.  In S&P's view, this materially improves Cognor's financial
flexibility and liquidity over the coming 12 months.

S&P's rating on Cognor reflects that the company has no financial
debt maturing in the next 12 months, apart from factoring
facilities that S&P believes it should be able to roll over,
based on its track record.  S&P's rating also reflects its
expectation that Cognor's operating cash flow will likely be
sufficient to cover interest expense and maintenance capex in the
near term, but insufficient to significantly reduce its very high
leverage that S&P sees as unsustainable in the long term.

This is due to the high amount of debt in Cognor's capital
structure post the exchange offer -- about Polish zloty (PLN) 560
million -- and the current operating environment, which S&P
believes will prolong material deleveraging.  Under S&P's base-
case scenario, it forecasts Standard & Poor's-adjusted debt to
EBITDA of about 8x, which in its view is unsustainable over the
long term because of the fluctuating nature of the steel
industry's cycles.

Under S&P's base-case scenario for 2014, it forecasts that
Cognor's adjusted EBITDA will be about PLN75 million, compared
with adjusted EBITDA of about PLN65 million in 2013, and
PLN44 million in the first nine months of 2013.  This low level
of EBITDA takes into account our forecast of no growth in auto
production in Europe and no material pick-up in the Polish
economy.  In 2013, demand for steel in Poland fell by 4.9%, in
line with the contraction in 2012, and compared with a fall of
2.1% in Europe in 2013.

S&P also takes into account Cognor's position as a small steel
maker in Poland, and its exposure to the highly competitive and
cyclical European commodity steel markets.  S&P believes that the
European steel industry -- notably demand from the auto
Industry -- is likely to remain weak in 2014 and Cognor's
earnings will remain highly volatile.  These weaknesses are
partly offset by Cognor's scrap metal collection operations,
which are integral to its domestic steel production.  A further
mitigating factor is the company's steel mills, which have a
utilization rate of about 75%, in line with current industry
rates.

The stable outlook reflects S&P's view that Cognor has limited
debt maturing in the next 12 months.  It also reflects S&P's
expectation that company's operating cash flow should be
sufficient to cover interest expense and maintenance capex, but
insufficient to significantly reduce leverage that S&P sees as
unsustainable over the longer term.

S&P could lower the rating if Cognor's liquidity weakens as a
result of lower operating cash flow stemming from increased
competition or significant capital investments without the
company securing funds in advance.

An upgrade in the next 12 months is unlikely due to Cognor's very
high leverage, limited free operating cash flow, and unsupportive
business conditions.  An upgrade ultimately depends on Cognor
establishing a track record of prudent liquidity management and
reducing debt so that debt to EBITDA is less than 5.5x on a
consistent basis.



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


CODERE SA: Formally Rejects Bondholders' Restructuring Proposal
---------------------------------------------------------------
Katie Linsell at Bloomberg News reports that Codere SA formally
rejected a final restructuring proposal from bondholders less
than three months before the company's deadline to agree to a
restructuring or request full creditor protection.

According to Bloomberg, Codere said in a statement that the plan
bondholders submitted Feb. 2 doesn't treat shareholders equally
by allowing minority shareholders to have 3.2% of Codere and the
founding Martinez Sampedro family 14.3%.

Bloomberg relates that Codere said the proposed debt structure is
not the best solution for the company, which needs to lower its
interest payments.

Codere, which manages betting parlors and race tracks in Spain,
Italy and Latin America, sought preliminary creditor protection
Jan. 2, Bloomberg recounts.  The ruling gave it as long as four
months to reach an agreement with debt holders while the Martinez
Sampedro family fights to retain as much control as possible,
Bloomberg notes.  Codere, as cited by Bloomberg, said on Monday
that the company wishes to continue negotiations with bondholders
to reach an agreement by May 2.

"The board would not back any possible restructuring that doesn't
guarantee equality among all shareholders," Bloomberg quotes the
company as saying in the statement.

Codere also said that the bondholder proposal would breach
Spanish law and doesn't allow the company to moderate the cost of
its debt, Bloomberg relays.

Codere SA is a Madrid-based gaming company.  It operates betting
shops and race tracks from Italy to Argentina.


PESCANOVA SA: Creditors May Accept Losses of Almost 90%
-------------------------------------------------------
Katie Linsell and Luca Casiraghi at Bloomberg News report that
Pescanova SA's loans show that creditors may accept losses of
almost 90% as they negotiate with the company to restructure more
than EUR2 billion (US$2.7 billion) of previously undisclosed
debt.

The loans are trading at about 12 cents on the euro while
EUR160 million of its convertible bonds are quoted at about
14 cents, according to brokers' prices and data compiled by
Bloomberg.

According to Bloomberg, a person familiar with the matter said
that lenders including Banco Sabadell SA are willing to accept
losses of 60% on the debt in exchange for a 90% stake in the
company.

Juan Manuel Urgoiti, Pescanova's chairman, has said the company
will be liquidated if it doesn't agree to a restructuring deal in
the coming months, Bloomberg relates.

Restructuring offers for the company must be filed to the
bankruptcy court by March 3, Bloomberg notes.  Proposals can be
submitted by creditors holding at least 20% of the company's
debt, Bloomberg says, citing a Feb. 13 statement from noteholder
representative BNP Paribas SA.

                       About Pescanova SA

Pescanova SA is a Galicia-based fishing company.  The company
catches, processes, and packages fish on factory ships.  It is
one of the world's largest fishing groups.

Pescanova filed for insolvency on April 15, 2013, on at least
EUR1.5 billion (US$2 billion) of debt run up to fuel expansion
before economic crisis hit its earnings.  The Pontevedra
mercantile court in northwestern Galicia accepted Pescanova's
insolvency petition on April 25.  The court ordered the board of
directors to step down and proposed Deloitte as the firm's
administrator.



===========
T U R K E Y
===========


EXPORT CREDIT: S&P Lowers Outlook to Neg. & Affirms 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
outlook on Export Credit Bank of Turkey (Turk Eximbank) to
negative from stable.  At the same time, S&P affirmed the long-
and short-term foreign currency ratings at 'BB+/B'.  S&P also
affirmed the local currency credit ratings at 'BBB/A-2'.

The ratings on Turk Eximbank are equalized with those on its sole
owner, the Republic of Turkey.  As a result, S&P has revised the
outlook on Turk Eximbank to negative, in line with that on the
sovereign.  S&P revised the outlook on Turkey to negative from
stable on Feb. 7, 2014.

The 'BB+' long-term foreign currency rating on Turk Eximbank
reflects S&P's opinion that there is an "almost certain"
likelihood that the Turkish government would provide timely and
sufficient extraordinary support to the bank in case of financial
distress.  In accordance with S&P's criteria for government-
related entities (GREs), its rating approach for Turk Eximbank is
based on its view of the bank's:

   -- "Critical" role in supporting Turkish exports, which is a
      key factor of national economic development; and

   -- "Integral" link to the Turkish government through sole
      sovereign ownership, government control of the board of
      directors, and a guarantee on the ultimate recovery of
      losses on the bank's sovereign lending.

Turk Eximbank is the official state export credit agency.  It has
been mandated to support foreign trade and Turkish contractors
and investors operating abroad, through credit, guarantee, and
insurance programs.  The bank does not compete with commercial
banks but works closely with them, encouraging them to increase
their support for the export sector.  As well as offering direct
lending, the bank also provides insurance and guarantees to
Turkish exporters.  Turk Eximbank moved its headquarters to
Istanbul in December 2012 to be closer to the majority of the
Turkish exporters with which it works.

Various bodies govern Turk Eximbank.  The highest-ranked is the
Supreme Advisory and Credit Guidance Committee, which is chaired
by the state minister in charge of the bank's activities
(currently the deputy prime minister).  The committee is the main
decision-making authority for developing the bank's strategy, and
sets limits for credit, guarantees, and insurance transactions.
The state minister in charge of the bank's activities selects the
board of directors.  The bank's general manager is named by a
decree signed by the above-mentioned minister, the prime
minister, and the Turkish president.  In S&P's opinion, strong
government support for Turk Eximbank is also evident from
repeated capital contributions to the bank's equity base.  These
have been directly paid-in capital or retained earnings that are
managed by the bank and incorporated into its total shareholder
funds.

S&P has not perceived any recent changes in either the underlying
role of Turk Eximbank for the national economy or the close links
with the Turkish state.

The negative outlook on Turk Eximbank mirrors that on the
Republic of Turkey.  As long as the government continues to
provide support, any change in the ratings on Turkey will likely
result in a similar rating action on Turk Eximbank.  Any change
in S&P's assessment of Turk Eximbank's critical role for and
integral link with the government could lead us to consider
lowering the ratings on Turk Eximbank below those on Turkey.



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


AVON BARRIER: In Administration; Buyer Sought
---------------------------------------------
Richard Frost at Insider Media reports that Avon Barrier Company,
which has been trading for more than 25 years, has tumbled into
administration.

One of the company's administrators told Insider Media that all
41 members of staff have been retained while a buyer is sought.

Avon Barrier Company collapsed on February 7, 2014 when Robin
Allen and Richard Hawes, of Deloitte, were appointed joint
administrators, Insider Media relates.

Founded by a group of engineers in 1988, Avon Barrier Company has
found a niche in vehicle access control systems.  The company
makes and installs road blocks, turnstiles, sliding automatic
gates, bollards, security barriers and speed gates for use both
in the UK and abroad.  It is based on the Ashton Vale Trading
Estate in Bristol.


CABOT FINANCIAL: S&P Lowers Counterparty Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term counterparty credit rating on U.K.-based finance
company, Cabot Financial Ltd., to 'B' from 'BB-'.  The outlook is
stable.

S&P also lowered the issue ratings on the GBP265 million and
GBP100 million senior secured term notes issued by Cabot's wholly
owned subsidiary, Cabot Financial (Luxembourg) S.A., to 'B+' from
'BB'.  The recovery rating on these notes is unchanged at '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.

The downgrade reflects S&P's view that the announced acquisition
materially increases leverage and reduces debt-servicing capacity
at Cabot to levels that S&P considers are more commensurate with
a 'B' rating.  Furthermore, S&P believes the transaction
indicates an even more aggressive financial policy than S&P
expected following the change of Cabot's ownership in mid-2013.
S&P notes Cabot's good operating performance to date, and its
sound medium-term growth prospects in the U.K. distressed-debt
purchase market as it consolidates its leadership position in the
industry.

On Feb. 10, 2014, U.K.-based distressed-consumer-debt purchaser
Cabot Credit Management (CCM), Cabot's full owner, announced that
it had acquired U.K.-based specialist debt buyer Marlin Financial
Group (Marlin) for an enterprise value of GBP295 million.  CCM
will acquire Marlin's shares and will merge the "restricted
group" (as defined in their respective bond terms and conditions)
for their GBP150 million senior secured term notes with CCM's.
The combination of the two entities creates a U.K. leader in the
debt purchase and management industry, about twice the size of
the two other industry leaders, Arrow Global and Lowell Group, in
terms of on-balance-sheet portfolio value, debt purchase
capacity, and estimated remaining collections.

S&P considers that Cabot's leverage will deteriorate materially
following the acquisition.  S&P believes the transaction also
significantly reduces Cabot's debt-servicing capacity.

S&P's ratings on Cabot reflect the group credit profile (GCP) of
the combined "restricted group" created by the acquisition, which
S&P understands will comprise all of the subsidiaries of former
CCM and Marlin groups.  S&P assess the GCP at 'b'.  The ratings
on Cabot, which is an intermediate nonoperating holding company,
also reflect S&P's view that there appear to be no material
barriers to cash flows to the holding company from the
subsidiaries in the "restricted group."

S&P's recovery rating of '2' is based on an implied recovery for
Cabot's GBP265 million and GBP100 million notes (and the
acquired -- subject to bondholders' consent -- GBP150 bond of
Marlin), at the low end of the 70%-90% range, after repayment of
the revolving credit facility.

The stable outlook on Cabot reflects S&P's expectation that
continued growth in collections will help the group, over time,
to improve its cash flow coverage and leverage metrics in the
next two years.

S&P could lower the rating if Cabot's leverage and debt-servicing
capacity further deteriorate.  S&P could also lower the rating if
it sees further signs of aggressive financial policy, a failure
in the company's control framework, adverse changes in the
regulatory environment, or material declines in total
collections.

S&P could raise the rating if it observes ongoing, sustainable,
and materially better leverage and debt-servicing metrics, in
addition to sustained growth in cash flow generation and tangible
equity.  Cabot could, for example and among other things, rebuild
a buffer close to 4x adjusted EBITDA to gross cash interest
expenses and reduce its gross debt to adjusted EBITDA to about
2.5x-3.0x.

S&P could also raise the rating if it observes over time that
Cabot's consolidating leadership position in the industry brings
it long-lasting tangible benefits.  For example, Cabot could
strengthen its relationships with debt sellers while having
improved negotiation capacity on debt pricing.


FANCIE: Goes Into Voluntary Liquidation, Owes GBP100,000++
----------------------------------------------------------
The Star reports that Sheffield cupcake firm Fancie owed company
creditors more than GBP100,000 after going into voluntary
liquidation for a second time, according to initial figures.

The company's creditors' report on Companies House lists debts
totaling GBP106,090.61, according to The Star.  That does not
include any money which may be owed to former employees, the
report relates.

The figures, which were supplied by Fancie Director Amanda Perry,
who set up the firm in her kitchen, could change as further
claims are made during the liquidation process, the report notes.

The Star says creditors include Her Majesty's Revenue and
Customs, which was owed the largest amount at GBP58,926 according
to the creditors' report, and Sheffield Council, which is owed
GBP16,500.

In Sheffield, the creditors include:

   -- butcher John Crawshaw: GBP404.80,

   -- fish merchant William Howe & Son: GBP1,190.71

   -- licensing solicitors John Gaunt & Partners: owed GBP1,629,
      and

   -- solicitors Wake Smith: GBP3,600.

The firm collapsed for the second time after Christmas trading
failed to save it, the report relates.

The report discloses that Ms. Perry instructed insolvency
practitioners Begbies Traynor to call a creditors' meeting at its
Sheffield office.

Creditors voted by post for the company, FC&Co, to enter
liquidation and staff were made redundant.

An external manager, who had no connection with Ms Perry, was
running the sole remaining outlet on Ecclesall Road.

The Star understands that company assets, including goodwill and
the right to use the name Fancie, have now been sold to an
external company.

The demise of FC&Co comes after the original Fancie entered
liquidation in May 2013 with debts estimated at GBP250,000, the
report recalls.

Fancie became one of the best-known brands in Sheffield after it
was set up in 2007.  The popularity of its cupcakes soared and,
at its height there were four outlets, including the original
cafe on Sharrowvale Road, a stand in the Winter Garden and a
kiosk in Meadowhall shopping centre.


HEARTS OF MIDLOTHIAN: Fans Group Unveils Takeover Plan Details
--------------------------------------------------------------
PA Sport reports that the Foundation of Hearts fans' group has
released more details of the takeover plan, which would see
Edinburgh businesswoman Ann Budge become the club's executive
chairman on a "no-fee basis".

According to PA Sport, it is understood that Ms. Budge, who made
GBP40 million from the sale of her IT firm in 2005, is providing
the entire GBP2.5 million sum needed to bring the club out of
administration.

It has been revealed that fans' contributions would initially
provide working capital to Hearts -- GBP1 million straight away
followed by at least GBP2.8 million over the next two years, PA
Sport relays.  Fans' money would then go towards paying off
Ms. Budge, who has emerged as the sole funder of Bidco, PA Sport
notes.

The document reveals that Bidco would run the club for at least
three years but that the Foundation would have representation on
the board, PA Sport discloses.  Ownership of the club would be
transferred to the fans within five years and possibly
beforehand, PA Sport states.

The Foundation has secured monthly contributions from 7,800
supporters with 200 of those signing up after the shareholding
was secured, PA Sport says.

                   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.


HIBU INC: Hearing on Chapter 15 Petition Set for Feb. 27
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing for 1:30 p.m. on Feb. 27, 2014, with
respect to the Verified Petition for Recognition and Chapter 15
Relief filed by Christian Henry Wells, in his capacity as the
foreign representative of hibu Inc. et al.

Hibu, et al., are debtors in reorganization proceedings currently
pending before the High Court of Justice of England and Wales
(Chancery Division)(Companies Court) pursuant to Part 26, Section
895 of the Companies Act 2006.

Objections to the petition are due seven days prior to the
Recognition Hearing.

                          About hibu Inc.

hibu is one of the largest multinational providers of print and
digital directories and digital services connecting local
consumers and merchants. While headquartered in Reading, U.K.,
hibu has approximately one million small and medium-sized
business ("SMB") customers located around the world.  hibu's main
operations are located in the U.K., U.S., and Spain, with
operations also in Argentina, Chile, and Peru along with shared
service functions in India and the Philippines.  hibu seeks to
transform itself from being a leading supplier of print and
online advertising for SMBs to becoming a leader in providing a
portfolio of print and digital marketing solutions for SMBs to
reach consumers.

hibu Inc. and related entities commenced restructuring
proceedings under Part 26 of the United Kingdom Companies Act
2006 before the High Court of Justice of England and Wales
(Chancery Division) on Jan. 17, 2014.

hibu Inc. and related entities filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 14-70323) in Central
Islip, New York on Jan. 28, 2014, to seek recognition of
reorganization proceedings in the United Kingdom.

Christian Henry Wells, the foreign representative, is represented
by James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., Adam C.
Paul, Esq., Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP.

hibu estimated at least US$1 billion in assets and liabilities in
its Chapter 15 petition.

U.S. Bankruptcy Judge Robert E. Grossman oversees the U.S. case.


MARLIN FINANCIAL: S&P Raises Rating on GBP150MM Sr. Notes to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had raised its
issue rating on Marlin group's GBP150 million senior secured term
notes, issued by Marlin Intermediate Holdings PLC, to 'B+' from
'B'.  S&P revised the recovery rating on these notes to '2',
reflecting its expectation of substantial (70%-90%) recovery in
the event of a payment default, from '3' previously, which
indicated S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.

At the same time, S&P affirmed the 'B' long-term counterparty
credit rating on Marlin Financial Intermediate II and then
withdrew it at Marlin's request.  The outlook was stable at the
time of withdrawal.

The upgrade reflects S&P's view that the GBP150 million senior
secured notes have a greater expectation for recovery in the
event of default.

On Feb. 10, 2014, U.K.-based distressed consumer debt purchaser
Cabot Credit Management (CCM), owner of Cabot Financial Ltd.
(Cabot), announced it had acquired Marlin Financial Group
(Marlin) for an enterprise value of GBP295 million.  S&P
understands that the acquisition will result in a combined
"restricted group" (as defined in the bonds terms and conditions)
at CCM, which will comprise all of the subsidiaries of the former
CCM and Marlin groups.  The notes will thus be guaranteed by all
the material subsidiaries of the newly created group.  S&P rates
Cabot Financial Ltd. based on the group credit profile of the
"restricted group".  The rating on the GBP150 million senior
secured term notes depends on the counterparty credit rating on
Cabot.

At the time of withdrawal, the 'B' long-term rating on Marlin
Financial Intermediate II reflected its full ownership by CCM.
S&P considers that the Marlin group is integral to CCM's
strategy.

S&P's rating action on the bond is subject to Marlin's
bondholders' consent to the proposed amendments and S&P's review
of the updated bond documentation.  The solicitation of consent
began on Feb. 12, 2014, and will end on Feb. 20, 2014.  S&P
expects the outcome will be positive. If the Marlin bondholders
reject the consent, a change of control offer will be launched
and any tendering bondholders will be repaid by the Cabot group
through drawdown of a bridge facility.


PRESTON TRAVEL: Talks to Sell Parts of Business Failed
------------------------------------------------------
Juliet Dennis at Travel Weekly reports that talks to sell parts
of failed Preston Travel were held with several companies in a
last-ditch bid to save the company from insolvency.

The Barnet-based company, which specialised in holidays to the
Channel Islands, Isle of Wight, Isle of Man, Egypt, Israel and
Cyprus, ceased trading on February 13, the report says.

Travel Weekly relates that Abta confirmed there was "genuine"
interest from a "few parties" in acquiring parts of the business,
parent company of brands including Longwood Holidays, Preston
Holidays, Amathus Holidays and Peltours.

The company also traded as Med Beach Holidays, Egypt Travel
Service, Guernsey Travel Service, Isle of Man Travel Service,
Isle of Wight Travel Service, Isles of Scilly Travel Service,
Jersey Travel Service, and Value Breaks.

The report says negotiations were being held up until the last-
minute to save the business.  Insolvency practioners Grant
Thornton has been advising the company, and Abta and the Civil
Aviation Authority were involved in talks to help save the
company, Travel Weekly notes.

"What Abta tries to do in these cases is work with both sides. If
potential acquirers want to know what the bonding requirements
would be, for example, we often find ourselves working with
potential acquirers and talking to one or some of the interested
parties," the report quotes John de Vial, Abta's head of
financial protection, as saying. "It was a similar situation
here, where we were aware there was genuine interest. But in this
particular case none of this came to fruition."

Travel Weekly understands the company had been touted for sale
for some time and that it had looked at a variety of options,
including a management buy-out, in an attempt to continue
trading.


WORLDWIDE FINANCE: In Liquidation, 2,000 Clients Stranded
---------------------------------------------------------
bridgingandcommercial.co.uk reports that Worldwide Finance
Solutions (WFS), which advised on commercial and development
finance, slipped into liquidation after it attracted a winding-up
order at the Royal Courts of Justice.

During the proceedings that took place on the February 3,
Registar Barber enforced a compulsory winding-up order against
the firm, according to bridgingandcommercial.co.uk.

The report relates that no representatives were present on behalf
of the firm at the court hearing.

The winding-up petition was first presented by WFS's creditors on
the December 5.  The Commissioners for Her Majesty's Revenue and
Customs claimed to be the creditors of the brokerage, the report
notes.

The firm claimed to have over 2,000 long standing clients and
pledged a no-upfront fee policy.

WFS specialized in London property acquisition and financing with
its bases in both London and Dubai.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


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