TCREUR_Public/140226.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 26, 2014, Vol. 15, No. 40

                            Headlines

F R A N C E

KERNEOS TECH: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
KILITWO SAS: Moody's Assigns 'B2' CFR; Outlook Positive
PSA PEUGEOT: Inks Rescue Deal with Donfeng Motors


G E R M A N Y

IVG IMMOBILIEN: Proposes Debt-for-Equity Swap
LOEWE AG: Potential Investors Withdraw Plan to Acquire Assets


I R E L A N D

CARLYLE GLOBAL 2014-1: Fitch Rates EUR10.9MM Cl. F Notes B-(EXP)
CARLYLE GLOBAL 2014-1: Moody's Rates Class F Notes '(P)B2'
STRAND SHOPPING CENTRE: In Receivership, Continues to Trade


I T A L Y

LN-CC: Level Group Buys Firm Out of Administration
SEAT PAGINEGIALLE: S&P Affirms Then Withdraws 'D' CCR
ZEN SRL: Potential Buyers Have Until March 31 to Submit Offers


N E T H E R L A N D S

NORTH WESTERLY: Moody's Cuts Ratings on 2 Note Classes to Caa3


R U S S I A

SIBUR HOLDING: Fitch Affirms 'BB+' IDR on JV Stake Acquisition


S L O V E N I A

AHA MURA: Tax Administration Files Receivership Proposal


S W I T Z E R L A N D

DUFRY AG: Fitch Affirms 'BB' IDR & Sr. Unsecured Notes Rating


U K R A I N E

* S&P Cuts Counterparty Ratings on 3 Ukrainian Banks to 'CCC'


U N I T E D   K I N G D O M

CONSTAR INTERNATIONAL: U.K. Unit Commences Administration
DRAX: Brussels Starts Preliminary Probe Into GBP75MM State Aid
HOLLYBOURNE HOTELS: Owners Go Into Administration
QUORN HOUSE PUBLISHING: Goes Into Administration
WILLIAM EAGLES: Brought Out of Receivership, Saves 16 Jobs


                            *********


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F R A N C E
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KERNEOS TECH: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it had assigned its
preliminary 'B+' long-term corporate credit rating to Kerneos
Tech Group SAS, a holding company for France-based calcium
aluminates cement producer Kerneos Aluminates SAS (Kerneos).  The
outlook is stable.

At the same time, S&P assigned its preliminary 'B+' issue rating
to the group's proposed EUR335 million senior secured notes due
2021.  The preliminary recovery rating on these notes is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

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

The preliminary ratings on Kerneos Tech Group reflect S&P's
assessment of the Kerneos' business risk profile as "fair," and
financial risk profile as "highly leveraged," with Standard &
Poor's-adjusted pro forma debt to EBITDA of more than 8x.  S&P's
preliminary ratings assessment also encompasses its view of the
comparable ratings analysis as "positive" and liquidity as
"adequate" pro forma closing of the transaction.  Astorg Partners
has agreed to acquire Kerneos from Wendel for an estimated
EUR610 million.  The transaction, to be closed by March 31, 2014,
will be funded by a mix of debt and equity.

Following the closing of the transaction, which S&P anticipates
by March 31, 2014, upon approval of the antitrust authorities,
Kerneos' capital structure will include:

   -- Existing financial debt of more than EUR20 million;
   -- EUR335 million senior secured notes due 2021;
   -- EUR60 million subordinated vendor notes invested by Wendel,
      which S&P treats as debt under its criteria;
   -- More than EUR200 million convertible preferred equity
      certificates (CPECs) issued by Top Luxco, the ultimate
      holding company within the group, which S&P treats as debt
      under its criteria; and
   -- Slightly more than EUR1 million of preferred shares, which
      S&P treats as debt under its criteria.

As a consequence, upon closing, S&P expects that Kerneos' ratio
of Standard & Poor's-adjusted debt to EBITDA will be in excess of
8x by December 2014.  Excluding the effect of the vendor notes,
CPECs, and preferred shares, this metric is likely to be more
than 5x, which S&P still regards as "highly leveraged."

S&P's base case assumes:

   -- A modest uptick in revenues in 2014, with a progressive
      ramp-up thereafter, supported by better prospects on the
      construction market;

   -- An EBITDA margin subject to downward pressure due to rising
      aluminum prices.  However, the margin will likely remain in
      excess of 19%, owing to the group's partial vertical
      integration and operating efficiencies; and

   -- Modest capital expenditures in 2014 before escalating to
      more than 9% of sales in 2015 to fund a greenfield project
      in India.

The stable outlook reflects S&P's view that Kerneos will maintain
an EBITDA margin sustainably above 19% over the next 12-18
months, supported by improvements in the refractory segment while
recovery prospects remain modest for the building chemistry
segment.


KILITWO SAS: Moody's Assigns 'B2' CFR; Outlook Positive
-------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
rating and a B1-PD Probability of Default rating to Kilitwo SAS,
the parent company of the Kerneos group and topco of the
restricted group. Concurrently Moody's has assigned a provisional
(P)B2 rating to the proposed EUR335 million senior secured
guaranteed notes to be issued by Kerneos Tech Group SAS, a wholly
owned subsidiary of Kilitwo SAS (in turn a wholly owned
subsidiary of Kilione SAS). The outlook on all ratings is
positive.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect the rating agency's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the company's proposed
senior secured and senior unsecured notes. The definitive rating
may differ from the provisional rating.

Ratings Rationale

The B2 Corporate Family rating assigned is supported by (i)
Kerneos' very strong market shares in the otherwise fragmented
and niche Calcium Aluminates Cement ('CAC') market for the
refractory and building chemistry industry, (ii) the high
barriers to entry to the CAC market as a result of (a) the
capital intensity of the production process combined with a
relatively limited size of the overall CAC market, (b) the need
for a dense production network (slightly less of a key
competitive advantage than for the production of Portland cement
where weight/value ratio is much lower than for CAC), (c) the
difficulty to get access to certain key raw materials, and (d)
the need to establish long term relationship with clients, (iii)
the resulting constant high profitability with EBITDA margins
ranging between 18% and 20% during the last five years, (iv) the
limited substitution risk (as for Portland cement there is very
limited substitution risk for CAC both for the refractory and
building chemistry markets), and (v) Kerneos' adequate and
improving geographical profile with a strategy focused on
increasing its exposure to emerging markets especially for the
refractory business notwithstanding that the group's building
chemistry business is largely exposed to Europe which is a
reflection of the stronger penetration of dry mortars in
developed economies.

The rating assigned remains constrained by (i) Kerneos' small
size with turnover of EUR366 million in 2013 and limited business
diversification with strong dependency on the niche CAC market,
(ii) the group's exposure to the investment cycle of steel
producers (Kerneos suffered a 27% decline in sales volume in 2009
for its refractory business) and to the cyclical construction
industry notwithstanding that, according to Kerneos, it has
approximately 45% exposure to renovation, which smoothes to some
extent the cyclicality of the private residential construction
sector, (iii) the scarcity of raw materials, a key business
challenge, which Kerneos has been addressing well through the
implementation of long term supply contracts for red bauxite and
vertical integration from the acquisition of a 54% stake in Greek
bauxite producer Elmin, and (iv) the leveraged capital structure
under the new proposed ownership with pro-forma leverage of 5.1-
5.2x at closing of the transaction, combined with the expectation
that the company's free cash flow generation will be very limited
in the next couple of years.

The positive outlook reflects the solid rating positioning of
Kerneos under the B2 rating category pro-forma of the closing of
the transaction and our expectations that Kerneos could be able
to bring down its leverage (defined as Debt/EBITDA) towards 4.5x
over the next 12 to 18 months. Kerneos would have to achieve at
least mid single digits top line growth (in percentage terms),
modest EBITDA margin accretion, free cash flow /debt in the low
single digits over the next 12 to 18 months to pave the way for a
rating upgrade.

Liquidity

The liquidity profile of Kerneos will be adequate at closing of
the acquisition. The group is expected to overfund the
acquisitions by approximately EUR5 million, which will leave
EUR5 million of cash on balance sheet at the closing of the deal.
In addition Kerneos will have access to a EUR40 million revolver
with very loose financial covenants. The revolver might be drawn
at closing to insure a cash balance of around EUR14 million.
Kerneos will not face any maturities before the notes come due in
2021. As for any other building materials company Kerneos has a
seasonal business pattern with high working capital consumption
in the summer period (Q2 and Q3) with a release in Q4. The
working capital swing is around EUR15-EUR20 million and will be
covered by the revolver in the first year. Kerneos has a good
history of free cash flow generation and should be able to
generate further free cash flow in the future thereby further
improving the liquidity position of the group.

Structural Considerations

The proposed EUR335 million senior secured guaranteed notes will
be guaranteed by entities of the Kerneos group accounting for
more than 85% of group assets and EBITDA and will get access to
an all asset pledge within 60 days of the completion date of the
acquisition.

Contractually, the senior secured guaranteed notes will only rank
junior in right of payment and with regards to the access to the
security collateral to the proposed EUR60 million super senior
revolving credit facility. Moody's note that the shareholder
loans and vendor loans used to fund the acquisition will be
contributed to the restricted group in the form of common equity.

The one-notch differentiation between the Probability of Default
rating and the Corporate Family rating reflects the loose
financial covenant under the proposed revolving credit facility
and which has led Moody's to assume a lower family recovery rate
of 35% versus the standard 50%.

What Could Change The Rating Up/Down

Positive rating pressure would build if (i) Adjusted Gross Debt /
EBITDA would move towards 4.5x; and, (ii) Kerneos would generate
consistent positive free cash flow.

Negative rating pressure would be exerted on the rating if (i)
Adjusted Gross debt / EBITDA moves sustainably above 6.0x, and
(ii) Kerneos generates negative free cash flow.

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


PSA PEUGEOT: Inks Rescue Deal with Donfeng Motors
-------------------------------------------------
BBC News reports that PSA Peugeot Citroen has sealed a long-
awaited rescue deal that will see its founding family cede
control of the company.

According to BBC, China's Dongfeng Motors and the French
government will each invest about EUR800 million (GBP660 million)
in return for 14% stakes.

Another EUR1.4 billion will be raised from existing investors in
Peugeot, BBC says.

The deal is still subject to a shareholder vote but will provide
much-needed cash to keep Peugeot afloat after government
guarantees expire, BBC notes.

Should the deal be approved, the Peugeot family's 25.4% stake
will be diluted to 14%, matching that of the French government
and the Chinese carmaker, BBC states.

Europe's second-largest carmaker also announced its latest
financial results on Wednesday, warning that it may face losses
until 2016, BBC discloses.

Peugeot, as cited by BBC, said its net loss narrowed to EUR2.32
billion last year, compared to a EUR5 billion loss in 2012.

Sales also fell by 2.4% from a year earlier to EUR54.1 billion,
due to tepid demand for new cars in Europe, BBC relays.

PSA Peugeot Citroen SA -- http://www.psa-peugeot-citroen.com--
is a France-based manufacturer of passenger cars, light
commercial vehicles, motorcycles, bicycles and related spare
parts.  The Company manufactures products under the Peugeot and
Citroen brands. Peugeot SA distributes its products domestically
and in 160 countries worldwide.  In addition, PSA Peugeot Citroen
S.A. operates several divisions, including Banque PSA Finance,
which deals with the Company's finance and marketing; Faurecia,
which is the automotive equipment division; Gefco, which is the
transportation and logistics division; a division connected with
the activities of Peugeot Motocycles and Peugeot S.A.; as well as
other business divisions.  In July 2013, it opened the third
plant operated by Dongfeng Peugeot Citroen Automobiles (DPCA).



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G E R M A N Y
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IVG IMMOBILIEN: Proposes Debt-for-Equity Swap
---------------------------------------------
Reuters reports that IVG Immobilien has proposed a debt-for-
equity swap that will put the company in the hands of its
creditors.

IVG, which owns the Gherkin tower with Evans Randall Ltd., sought
protection from creditors in August after failing to reach an
agreement over the restructuring of its debt and on Monday filed
an insolvency plan to a court in Bonn, Germany, Reuters relates.

According to Reuters, under its proposal which must be approved
by the court, IVG will reduce its capital to nil and then issue
new shares that some of its creditors can take up in exchange for
outstanding debt.  That way, the creditors will get back at least
60% of their investment, while equity investors will lose their
holdings, Reuters says.

Following the debt-for-equity swap, IVG will be split into three
separate businesses overseeing its real estate operations, its
institutional funds unit and its gas storage business, Reuters
discloses.

Under the plan, the creditors of a syndicated loan totaling
EUR1.35 billion and a EUR100-million loan originally extended by
LBBW will end up with 80% of IVG's stock, and holders of a
EUR400-million convertible bond will have the remaining 20%,
Reuters relays.

IVG Immobilien is a German real estate firm.


LOEWE AG: Potential Investors Withdraw Plan to Acquire Assets
-------------------------------------------------------------
Victoria Bryan and Jens Hack at Reuters report that Loewe AG is
looking for a new partner to salvage the company after a group of
investors said they wanted to pull out of a deal to purchase some
of its assets and keep the brand going.

According to Reuters, a group of investors, including a former
senior manager at Apple and Bang & Olufsen, said in January they
would buy Loewe's core television business for an undisclosed
price.

But Loewe said on Monday, the investors had informed it of plans
to withdraw from the contract, Reuters relates.

Loewe, started by brothers Siegmund and David Ludwig Loewe in
1923, first sought protection from creditors in July and then
filed for insolvency in October after a strategy to combat the
economic downturn by focusing on premium customers backfired,
Reuters recounts.

It called on Monday on the investors to complete the deal and
said it did not believe there was any legal basis for them to
withdraw from the purchase contract and that it is considering
legal action, Reuters relays.

It said, though, it had already started talks with another
investor and that the party in question had put forward a
promising offer during Loewe's previous investor hunt, Reuters
notes.

Loewe AG is a German high-end television maker.



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CARLYLE GLOBAL 2014-1: Fitch Rates EUR10.9MM Cl. F Notes B-(EXP)
----------------------------------------------------------------
Fitch Ratings has assigned Carlyle Global Market Strategies Euro
CLO 2014-1 Limited's notes expected ratings, as follows:

EUR218.25m class A: 'AAA(EXP)sf'; Outlook Stable
EUR40.0m class B: 'AA(EXP)sf'; Outlook Stable
EUR19.35m class C: 'A+(EXP)sf'; Outlook Stable
EUR17.0m class D: 'BBB+(EXP)sf'; Outlook Stable
EUR31.6m class E: 'BB(EXP)sf'; Outlook Stable
EUR10.9m class F: 'B-(EXP)sf'; Outlook Stable
EUR37.9m subordinated notes: not rated

Final ratings are contingent on the receipt of final documents
conforming to information already reviewed.

Carlyle Global Market Strategies Euro CLO 2014-1 Limited (the
issuer) is an arbitrage cash flow collateralized loan obligation
(CLO). Net proceeds from the issuance of the notes will be used
to purchase a EUR300 million portfolio of European leveraged
loans and bonds. The portfolio will be managed by CELF Advisors
LLP (part of The Carlyle Group LP). The reinvestment period is
scheduled to end in 2018.

KEY RATING DRIVERS

Payment Frequency Switch
The notes pay quarterly, while the portfolio assets can reset to
semi-annual. The transaction has an interest-smoothing account,
but no liquidity facility. A liquidity stress for the non-
deferrable class A and B notes, stemming from a large proportion
of assets resetting to semi-annual in any one quarter, is
addressed by switching the payment frequency on the notes to
semi-annual, subject to certain conditions.

Portfolio Credit Quality
Fitch expects the average credit quality of obligors to be in the
'B' category. Fitch has public ratings or credit opinions on all
66 obligors in the indicative portfolio.

Above-Average Recoveries
At least 90% of the portfolio will comprise senior secured
obligations. Recovery prospects for these assets are typically
more favorable than for second-lien, unsecured, and mezzanine
assets. Fitch has assigned Recovery Ratings to 63 of the 66
assets in the indicative portfolio.

Limited Interest Rate Risk
Interest rate risk is naturally hedged for most of the portfolio,
as all the notes are floating rate, and fixed-rate assets can
account for no more than 10% of the portfolio. Fitch modelled a
10% fixed-rate bucket in its analysis and the rated notes can
withstand the excess spread compression in a rising interest rate
environment.

Limited FX Risk
The transaction is allowed to invest up to 20% of the portfolio
non-euro-denominated assets, provided suitable asset swaps can be
entered into.

RATING SENSITIVITIES

A 25% increase in the expected obligor default probability would
lead to a downgrade of one to three notches for the rated notes.
A 25% reduction in the expected recovery rates would lead to a
downgrade of one to four notches for the rated notes.

Document Amendments

The transaction documents may be amended subject to rating agency
confirmation or noteholder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change has a negative impact on the then current ratings. Such
amendments may delay the repayment of the notes as long as
Fitch's analysis confirms the expected repayment of principal at
the legal final maturity.

If in the agency's opinion the amendment is risk-neutral from a
rating perspective, Fitch may decline to comment. Noteholders
should be aware that the structure considers the confirmation to
be given if Fitch declines to comment.


CARLYLE GLOBAL 2014-1: Moody's Rates Class F Notes '(P)B2'
----------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to notes to be issued by Carlyle Global Market Strategies
Euro CLO 2014-1 Limited:

EUR218,250,000 Class A Senior Secured Floating Rate Notes due
2027, Assigned (P)Aaa (sf)

EUR40,000,000 Class B Senior Secured Floating Rate Notes due
2027, Assigned (P)Aa2 (sf)

EUR19,350,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2027, Assigned (P)A2 (sf)

EUR17,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2027, Assigned (P)Baa2 (sf)

EUR31,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2027, Assigned (P)Ba2 (sf)

EUR10,900,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2027, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

Ratings Rationale

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2027. The provisional ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, CELF Advisors LLP,
has sufficient experience and operational capacity and is capable
of managing this CLO.

CGMS Euro CLO 2014-1 is a managed cash flow CLO. At least 90% of
the portfolio must consist of secured senior obligations and up
to 10% of the portfolio may consist of unsecured senior loans,
second-lien loans, mezzanine obligations and high yield bonds.
The portfolio is expected to be 60% ramped up as of the closing
date and to be comprised predominantly of corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the six month ramp-up period in
compliance with the portfolio guidelines.

CELF Advisors will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations, and are subject to certain restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR37,900,000 of subordinated notes. Moody's
has not assigned rating to this class of notes.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Loss and Cash Flow Analysis

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
November 2013. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR363,800,000

Diversity Score: 35

Weighted Average Rating Factor (WARF): 2820

Weighted Average Spread (WAS): 4.00%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 42.0%

Weighted Average Life (WAL): 8 years.

Moody's has analyzed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. Following the effective date, and given
the portfolio constraints and the current sovereign ratings in
Europe, such exposure may not exceed 10% of the total portfolio,
where exposures to countries local currency country risk ceiling
of Baa1 or below cannot exceed 5% (with none allowed below Baa3).
As a result and in conjunction with the current foreign
government bond ratings of the eligible countries, as a worst
case scenario, a maximum 5% of the pool would be domiciled in
countries with single A local currency country ceiling and 5% in
Baa2 local currency country ceiling. The remainder of the pool
will be domiciled in countries which currently have a local
currency country ceiling of Aaa. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class of notes as further
described in the methodology. The portfolio haircuts are a
function of the exposure size to peripheral countries and the
target ratings of the rated notes and amount to 0.75% for the
class A notes, 0.50% for the Class B notes, 0.375% for the Class
C notes and 0% for Classes D, E and F.

Stress Scenarios

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the provisional rating
assigned to the rated notes. This sensitivity analysis includes
increased default probability relative to the base case. Below is
a summary of the impact of an increase in default probability
(expressed in terms of WARF level) on each of the rated notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), holding all other factors equal:

Percentage Change in WARF: WARF + 15% (to 3243 from 2820)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -1

Class C Senior Secured Deferrable Floating Rate Notes: -1

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3666 from 2820)

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -2

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. CELF Advisors' investment
decisions and management of the transaction will also affect the
notes' performance.


STRAND SHOPPING CENTRE: In Receivership, Continues to Trade
-----------------------------------------------------------
mnx radio News reports that Strand Shopping Centre on Strand
Street in Douglas is continuing to trade as normal, however.

Fergus Jack -- fergus.jack@dtz.com -- and Bryn Williams --
bryn.williams@dtz.com -- of London-based DTZ have been appointed
joint receivers of the center.

The report notes that an unnamed spokesman for DTZ said the
company was called in after an alleged breach of a loan agreement
by its current owners.

The report discloses that the center will continue to open
normally and the building is likely to be sold.

Strand Shopping Centre is a best-known shopping center in
Ireland.



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LN-CC: Level Group Buys Firm Out of Administration
--------------------------------------------------
The Business of Fashion reports that LN-CC inked a deal with
Milan-based e-commerce specialist The Level Group, after being
put into administration last week.

LN-CC's highly-respected founder John Skelton will stay on as the
creative director of the company, which has been re-formed as a
new legal entity wholly owned by The Level Group, according to
the Business of Fashion.

The report notes that overambitious global expansion, for which
LN-CC took GBP2 million of investment in mid-2012, also added to
the company's financial struggles.

The report notes that the Level Group's financial support and
operational expertise, combined with Andrea Ciccoli's experience
with turnarounds and Skelton's successful track record as a
buyer, may help breathe new life into LN-CC.


SEAT PAGINEGIALLE: S&P Affirms Then Withdraws 'D' CCR
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
long-term corporate credit rating on Italy-based classified
directories publisher SEAT PagineGialle SpA at 'D' (default).

At the same time, S&P affirmed its 'D' issue ratings on SEAT's
EUR661 million senior secured facilities, EUR750 million senior
secured notes, and EUR65 million senior secured notes.  In
addition, S&P revised downward its recovery rating on these debt
instruments to '5' from '3', indicating its expectation of modest
(10%-30%) recovery prospects in the event of a payment default.

Finally, S&P withdrew all the aforementioned ratings at SEAT's
request.

As a part of the group's restructuring, SEAT has proposed a debt-
to-equity swap that essentially eliminates all of the group's
financial debt.  S&P understands that the creditors are due to
vote on whether to proceed with the proposed restructuring on
July 15, 2014.

The downward revision of the recovery rating on SEAT's senior
secured debt instruments reflects S&P's view of the effect of the
rapid weakening in operating performance in SEAT's core Italian
directories business, and the narrowing scope of the group's
other activities as it restructures.  S&P continues to see modest
value deriving from SEAT's residual assets and operations, as
well as from its stake in its subsidiary Telegate AG.


ZEN SRL: Potential Buyers Have Until March 31 to Submit Offers
--------------------------------------------------------------
Giannicola Cusumano, as Extraordinary Commissioner of Zen S.rl.
located in Albignasego (Padova-Italy), Via Marco Polo, and of
Immogest Italia S.r.l., located in Campodoro (Padova-Italy), Via
Municipio, 53, announced that he intends to proceed with the sale
of the real estate assets owned by Zen and Immogest by means of a
public tender complying with the "Regolamento" ("tender rules")
published on the website www.zenamministrazionestraordinaria.it

The assets are as follows:

   -- Lotto 1: Industrial complex used as cast iron foundry,
      located in Albignasego (Padova-Italy) with a total surface
      (covered and uncovered) of approx. 39,216 sq. meters.
      Base Price: EUR15,840,000

   -- Lotto 2: Industrial building located in Bagnoli (Padova-
      Italy), with a total surface (covered and uncovered) of
      approx. 7.660 sq. meters.  Base Price: Euro 1,120,000

   -- Lotto 3: Industrial building located in Legnaro (Padova-
      Italy), Via A. Volta 4, with a total surface (covered and
      uncovered) of approx. 4.500 sq. meters.
      Base Price: Euro 2.4.000,00 [sic.]

   -- Lotto 4: Residential complex composed of 3 buildings
      located in Campodoro (Padova-Italy), Via Barchessa 4/a-4/b-
      4/D, with a total surface of approx. 1,900 sq. meters.
      Base Price: EUR2,030,000

   -- Lotto 5: Industrial complex located in Campodoro (Padova-
      Italy), Via Municipio 53, with a total surface (covered and
      uncovered) of approx. 17,300 sq. meters, of which approx.
      6,100 sq. meters covered.  Base Price: EUR3,780,000

   -- Lotto 6: Industrial complex located in Villafranca Padovana
      (Padova-Italy), Via Campodoro 43, with a total surface
      (covered and uncovered) of approx. 12,000 sq. meters of
      which approx. 4,100 sq. meters covered.
      Base Price: EUR1,670,000

Further information and details related to site visits and the
preparation of offers -- which will have to be submitted by no
later than 6:00 p.m. CET on March 31, 2014, following the rules
indicated in the Regolamento -- are available online at
www.zenamministrazionestraordinaria.it

The present notice is only aimed at soliciting manifestation of
interest for Zen and Immogest's real estate assets purchase and
does not anyhow implies any contractual proposal, neither any
obligation by the Commissioner, Zen or Immogest.

Mr. Cusumano maintains office in Verona, Italy, Vicolo Brusco 7.



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


NORTH WESTERLY: Moody's Cuts Ratings on 2 Note Classes to Caa3
--------------------------------------------------------------
Moody's Investors Service has taken rating actions on the
following notes issued by North Westerly CLO II B.V:

EUR5.4M Class B-1 Deferrable Interest Fixed Rate Notes due 2019,
Confirmed at Baa2 (sf); previously on Nov 14, 2013 Baa2 (sf)
Placed Under Review for Possible Upgrade

EUR31.3M Class B-2 Deferrable Interest Floating Rate Notes due
2019, Confirmed at Baa2 (sf); previously on Nov 14, 2013 Baa2
(sf) Placed Under Review for Possible Upgrade

EUR14.1M Class C Deferrable Interest Floating Rate Notes due
2019, Downgraded to B1 (sf); previously on Apr 17, 2013
Downgraded to Ba2 (sf)

EUR7.68M (currently EUR6.6M outstanding) Class D-1 Deferrable
Interest Fixed Rate Notes due 2019, Downgraded to Caa3 (sf);
previously on Apr 17, 2013 Downgraded to Caa1 (sf)

EUR13.02M (currently EUR11.1M outstanding) Class D-2 Deferrable
Interest Floating Rate Notes due 2019, Downgraded to Caa3 (sf);
previously on Apr 17, 2013 Downgraded to Caa1 (sf)

Moody's also affirmed the ratings on the following notes issued
by North Westerly CLO II B.V.:

EUR297.4M (currently EUR113.5M outstanding) Class A Senior
Floating Rate Notes due 2019, Affirmed Aaa (sf); previously on
Apr 17, 2013 Affirmed Aaa (sf)

North Westerly CLO II B.V., issued in September 2004, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly senior secured European loans. The portfolio is managed by
NIBC Bank N.V. The reinvestment period of this transaction ended
in Sep 2010.

Ratings Rationale

The confirmation to the rating on the Class B notes is a result
of an improvement in over-collateralization ratios, but offset by
a deterioration in the credit quality of the underlying
portfolio. On November 14, 2013, Moody's had 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 A notes have paid down by approximately EUR38.7 million
(or 25%) since the payment date in March 2013. As a result of
this deleveraging, over-collateralization has increased. As of
the trustee's report dated December 31, 2013, the Class A now has
an over-collateralization ratio of 161.60%, compared with 140.61%
12 months ago. The OC ratios for classes B, C and D have
increased moderately. As of the December 2013 trustee report the
B, C and D OC ratios are reported at 122.11%, 111.63% and
100.77%, respectively, compared to a year ago, levels of 115.69%,
108.31% and 99.04%, respectively.

The downgrades to the rating of Classes C and D are due to the
deterioration of the credit quality of the underlying collateral
pool due mainly to the prepayments of the better rated assets.

Deterioration in the credit quality is observed through a weaker
average credit rating of the portfolio (as measured by the
weighted average rating factor "WARF") and an increase in the
proportion of securities from issuers rated Caa1 and below.
Although, per the December 2013 trustee report, the WARF had
improved to 3066 from 3248 in February 2013, the Moody's base
case WARF has significantly deteriorated. Moody's base case WARF
is currently 4598 compared to 4078 a year ago, whilst securities
rated Caa1 or lower by Moody's has increased to 32.9% from 29.7%
a year ago.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of approximately
EUR175.7 million, defaulted par of EUR18.8 million, a weighted
average default probability of 26.56% (consistent with a WARF of
4598 with a weighted average life of 2.8 years), a weighted
average recovery rate upon default of 46.96% for a Aaa liability
target rating, a diversity score of 21 and a weighted average
spread of 3.84%.

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 91.3% 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
18% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 4877
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 55% of the collateral pool consists of debt obligations
whose credit quality Moody's has been assessed by using credit
estimates.

4) Liquidation value of long dated assets: Approximately 3.11% of
the portfolio is comprised of assets that mature after the
maturity date of the transaction ("long dated assets"). For those
assets, Moody's assumed a weighted average liquidation value of
87.77% in its analysis. Any volatility between the assumed
liquidation value and the actual liquidation value may create
additional performance uncertainties.

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.



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


SIBUR HOLDING: Fitch Affirms 'BB+' IDR on JV Stake Acquisition
--------------------------------------------------------------
Fitch Ratings has affirmed Russia-based petrochemical group JSC
SIBUR Holding's (SIBUR) Long-term Issuer Default Rating (IDR) at
'BB+' with Stable Outlook. The senior unsecured rating on SIBUR
Securities Limited's five-year USD1 billion notes, guaranteed by
SIBUR and due 2018, has also been affirmed at 'BB+'. The Short-
term IDR has been affirmed at 'B'.

The rating actions follow SIBUR's announcement that it intends to
buy OJSC OC Rosneft's (Rosneft, not rated) 49% stake in their
Yugragazpererabotka joint venture (JV), thus increasing its
interest to 100%. At the same time, Rosneft has agreed to
increase its guaranteed supplies of associated petroleum gas
(APG) to the JV by up to 10bcm per annum. Fitch views this
transaction as credit neutral, with the marginal increase in the
base case funds from operations (FFO) leverage mitigated by the
long-term operational benefits of the acquisition. Sibur's access
to competitively priced APG, along with its diversified
portfolio, underpins its strong operational cash flow generation
over the cycle.

However, Fitch notes that the deal and associated cash outflows
will translate into higher debt levels than previously forecast
from 2015 onwards, thus reducing the headroom for any large debt-
financed project.

SIBUR's ratings are constrained by higher-than-average systemic
risks associated with the Russian business and jurisdictional
environment. Excluding these risks, Fitch assesses SIBUR's credit
profile in the 'BBB' category.

Key Rating Drivers

ZapSib-2 Project Decision Critical
SIBUR continues its evaluation of the ZapSib-2 multi-billion
dollar project, which would entail the construction of an
integrated production complex in Tobolsk, with 1.5mtpa ethylene,
1.5mtpa polyethylene (PE) and 0.5mtpa polypropylene (PP)
capacity. The final investment decision was recently postponed to
no earlier than end-1H14. The project's characteristics,
including its size, implementation schedule and financing
structure, could have a significant impact on the company's
leverage and coverage metrics, and thus remains one of our key
rating issues.

Diversification Mitigates Synthetic Rubber Downturn
9M13 sales were down 0.7% yoy at RUB197.6 billion and the
reported EBITDA margin fell to 28.8% from 30.3% a year earlier.
This is 8%-10% below Fitch's previous base rating case for 2013,
and largely reflects a 20% drop in synthetic rubber sales due to
weak global demand and pricing pressure. To a lesser extent, the
results were also affected by lower prices for energy products.
These trends were partly offset by neutral-to-positive volume
growth across other segments. While visibility on a potential
upturn in the synthetic rubber market remains poor, the group's
competitive cost base and diversified product portfolio should
support its ability to compete and maintain volumes and capacity
utilizations in 2014.

Tobolsk-Polymer Polypropylene Plant Launched
SIBUR successfully launched its 500ktpa PP capacity in Tobolsk
(Western Siberia) in October 2013. The USD2 billion project is
part of the group's efforts to build up a value chain from its
competitive petrochemical feedstock, and is expected to result in
a modest surplus in the Russian PP market in 2014 as it continues
its ramp-up. Our base case assumes some pricing pressure in 2014
as a result. According to SIBUR, the plant is in the bottom
decile of the global PP cash cost curve, which underpins its
competitiveness in the domestic and export markets.

Adequate Liquidity
Liquidity had tightened at end-9M13 with cash balances of
RUR5.8 billion and undrawn committed general corporate purpose
facilities of RUR21 billion against maturing short-term debt of
RUB38 billion. Debt remained roughly flat at RUB94bn at end-9M13
(FYE12: RUB96 billion), as cash flow from operations boosted by
working capital relief covered dividends and higher capex. Under
Fitch's base rating case, the free cash flow (FCF) margin will
remain in negative single digits and net FFO-adjusted leverage is
expected to be around 2.0x at end-2014. The ratings assume that
SIBUR will continue to access long-term funding to refinance
upcoming maturities and finance its expansion plans.

Capex Moderated, ZapSib-2 Contingency
With the completion of large-scale projects such as Tobolsk-
Polymer PP plant and the Ust-Luga LPG and light oils transhipment
facility (2013), second gas fractionation unit in Tobolsk (2014),
and Pyt-Yakh-Tobolsk 1,100km raw NGL pipeline (2014-2015),
Fitch's base rating case assumes capex to moderate from 2013
onwards. The new capex level allows for new medium-sized
expansionary investments but excludes the ZapSib-2 project. The
base case also assumes that 25% of IFRS net income will be paid
out to shareholders (dividend policy). FCF is expected to remain
negative in 2013 due to high capex and weaker operational cash
flows.

Industry and Country Risks
SIBUR is exposed to the inherent risks of the petrochemical
industry -- price volatility and demand cyclicality. The ratings
are also constrained by the legal and regulatory risks associated
with Russia, where its key assets are located.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
action include:

-- Further operational improvements and capacity expansion
    resulting in enhanced scale and product diversification
    and/or portfolio mix.

-- FFO net adjusted leverage at, or below 1.5x through the
    cycle.

-- Sustained positive FCF generation.

Negative: Future developments that could lead to negative rating
action include:

-- Material deterioration in the company's cost position or
    access to low-cost associated petroleum gas

-- Sustained negative FCF generation.

-- Aggressive financial or investment strategy, including
    aggressive debt financing of the prospective ZapSib-2
    project, that result in an increased financial burden and FFO
    adjusted net leverage above 2.0x on a sustained basis.



===============
S L O V E N I A
===============


AHA MURA: Tax Administration Files Receivership Proposal
--------------------------------------------------------
The Slovenia Times reports that the Murska Sobota District Court
said on Monday the Tax Administration (DURS) filed a proposal for
receivership of Aha Mura on Feb. 4.

According to The Slovenia Times, the move has caused outrage at
Aha Mura, with the management stressing that DURS broke its
promise to give the company until the end of March to find a
partner to pay its debts to the country and banks as well as
secure working capital.

The Slovenia Times relates that Aha Mura co-owner Mojca Lukancic
said this was agreed at a meeting with government representatives
and trade unions at the end of the year.

Murska Sobota Mayor Anton Stihec said that when asked what the
Aha Muraexpected from the state, Mr. Lukancic answered it needed
until the end of March to operate normally and get the needed
funds to repay its debts, The Slovenia Times recounts.

Aha Mura is a Slovenian clothing maker.



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


DUFRY AG: Fitch Affirms 'BB' IDR & Sr. Unsecured Notes Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Dufry AG's Issuer Default Rating (IDR)
at 'BB' with a Stable Outlook. Fitch has also affirmed Dufry
Finance S.C.A.'s senior unsecured notes at 'BB'.

Dufry's rating affirmation reflects its solid commercial
fundamentals. Within the global travel retail market, the company
is the largest operator with strong operating profitability and
cash generative ability. At the end of 3Q13, its EBITDA margin
stood at 14.4%, which is solid relative to close peers. Dufry
benefits from a low operating leverage and conservative capital
structure. Acquisitive growth has been and remains to be part of
Dufry's corporate strategy, and has been incorporated in the
rating case. As long as Dufry remains conservatively funded,
Fitch expects its credit metrics to remain steady.

Key Rating Drivers

Leading Market Position:
Dufry is the largest global travel retailer operating in a highly
fragmented industry. Size and breadth of operations lend the
company the necessary levers to structure new attractive
concessions, safeguard and enhance profitability and extract
operational efficiencies. In addition, the strength of its
balance sheet allows the company to make targeted acquisitions,
therefore further solidifying its market position.

Low Operating Leverage and Rising Concession Fees:
Dufry benefits from low operating leverage through largely
variable concession fees. This, together with its proven ability
to extract operational efficiencies, has resulted in an overall
stable cost structure. However, fee increases from new retail
space not covered by corresponding revenues or cost improvements,
come at the expense of EBITDA. This situation was observed in
Brazil in 2013. Considering a large new retail space roll out in
2014, margins are likely to experience some dilution.

Geographic Concentration:
Overall, Dufry's business is geographically diversified.
Following a series of larger acquisitions and new concession wins
over the past few years, the company has, however, accumulated
increased exposure to certain economies, most notably US, Brazil,
Greece and Argentina, which individually have a notable impact on
the company's performance. In addition, over half of Dufry's
business is generated in the emerging markets. Fitch expects this
trend to continue, implying a growing exposure to potential
volatilities and growth deceleration in these markets.

Conservative Capital Structure:
Following the debt refinancing in December 2013 after the
acquisition of the remaining 49% of Hellenic Duty-Free Shops,
with gross debt now at approximately CHF2 billion, Fitch expects
funds from operations (FFO) net adjusted leverage to pick up
marginally in FY14 from FY12's level of 3.7x. We note Dufry's
balanced approach towards business funding through placement of
debt and equity instruments, which helps contain the credit
metrics.

External Growth Remains Key in Strategy:
M&A is part of Dufry's corporate strategy and it is the company's
intention to continue selectively acquiring small to mid-sized
regional players. We expect Dufry to maintain a good balance
between business value growth and a sound capital structure
commensurate with the commercial risks. While smaller
acquisitions are likely to be funded using the company's cash
reserves and minor incremental debt, which has been included in
our rating case and sensitivity guidance, larger acquisitions
would need to be evaluated as and when they arise with the
outcome depending on the choice of funding instruments, the
resulting debt levels and pace of future deleveraging.

Liquidity and Debt Structure

Presently Comfortable Liquidity Levels:
Dufry maintains comfortable liquidity levels with cash balance of
approximately CH270 million at end of 3Q13, in addition to the
largely undrawn revolving credit facility of CHF650 million
expiring in 2017.

Operating Cash Margins Expected Lower, But Steady:
With decreasing EBITDA growth and margins and somewhat higher
debt service burden, the FFO and free cash flow (FCF) are
projected to undergo a downward adjustment post 2013. However, in
the absence of large working capital cash absorptions and capital
expenditures being tied to revenues, free cash flow margins
should remain stable.

Scheduled Financial Commitments for 2014 Will Strain Cash Flows:
Commencing debt repayment and additional substantial buyout
commitment towards a Brazilian JV partner requiring a total of
CHF430m would have to be serviced from retained cash and/or
unused part of the revolver, effectively depleting cash reserves
and increasing indebtedness. Dufry will face some moderate
refinancing risks by August 2016, albeit mitigated by its proven
access to various sources of refinancing and positive FCF.

Rating sensitivities:

Positive: Future developments that could lead to positive rating
actions include:

-- FFO adjusted net leverage reducing to below 3.5x over a
    sustained period and FFO fixed charge cover remaining above
    3.0x on a sustained basis

Negative: Future developments that could lead to negative rating
action include:

-- Increase in FFO adjusted net leverage above 4.5x by the end
    of 2014 and stagnant de-leveraging thereafter suggesting
    fundamentally an adverse shift in the operating environment
    and/or persisting organic issues

-- EBITDA margins sustainably below 13% coupled with FCF margin
    sustainably below 4.5%.



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


* S&P Cuts Counterparty Ratings on 3 Ukrainian Banks to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it had lowered its
long-term counterparty credit ratings on three Ukraine-based
banks -- PrivatBank, Alfa-Bank Ukraine, and PJSC KREDOBANK -- to
'CCC' from 'CCC+'.  The outlooks on the three banks are negative.
S&P also affirmed its 'C' short-term counterparty credit ratings
on these banks.  At the same time, S&P lowered the Ukraine
national scale ratings on Kredobank and Alfa-Bank Ukraine to
'uaCCC' from 'uaBB-'.

S&P's downgrades of the three banks follow a similar action on
Ukraine.  In S&P's view, the political situation in Ukraine has
deteriorated substantially so far this month.  S&P believes that
this puts the government's capability to meet its debt service at
increasing risk, and raises uncertainty regarding the continued
provision of Russian financial support over 2014.  S&P now
believes it is likely that Ukraine will default in the absence of
significantly favorable changes in circumstances, which S&P do
not anticipate.

S&P views the sovereign's creditworthiness as the major risk
factor for Ukrainian banks because of their high operational,
funding, and asset exposure to the domestic economy.  Political
instability and very weak economic prospects increase risks for
the banking sector, which is by nature confidence-sensitive.

S&P has revised its assessment of the banks' stand-alone credit
profiles (SACPs) downward by one notch, to 'b' from 'b+' for
PrivatBank and to 'ccc' from 'ccc+' for Alfa-Bank Ukraine and
KREDOBANK.  The SACPs reflect that S&P has revised its evaluation
of the banks' liquidity to "moderate" from "adequate," according
to S&P's criteria.  The other factors within S&P's SACP
assessment remain unchanged.

S&P expects that prolonged political turmoil and a devaluation of
the Ukrainian hryvnia will have a negative effect on the banks'
funding and liquidity positions.  S&P do not rule out that
deposit outflows could increase.  Disruptions to the banks'
payment systems, liquidity shortages, a moratorium on deposits,
or foreign exchange controls could also occur, in our view.

S&P understands that the National Bank of Ukraine (NBU) has
recently introduced additional measures to support the banking
system.  First is a waiting period of at least six days for
foreign currency purchases by companies.  During this period,
companies' local currency funds are blocked on the NBU's account
and must wait to be converted into foreign currency on the
interbank market.  Second, banks that experience retail deposit
outflows can receive one year of NBU hryvnia funding at 3x the
refinancing rate, collateralized by government bonds or foreign
currency.  However, in S&P's view, in case of a sovereign crisis,
the NBU might be unable to provide liquidity support to the
banking system.

As a result of the political turmoil, the economic situation in
Ukraine continues to deteriorate and, in S&P's view, the
likelihood of a forced devaluation of the Ukrainian hryvnia has
significantly increased.  S&P expects devaluation to hurt the
banks' already fragile asset quality and capital.  Foreign
currency loans accounted for about one-third of the banking
system assets at year-end 2013.  S&P expects devaluation of the
hryvnia against the U.S. dollar in 2014 to reach UAH10 per US$1,
from UAH8 in 2013.  The hryvnia has depreciated by about 11% to
close to UAH9 per US$1 so far this year.

"Although we acknowledge that the banks have low to moderate
exposure to Ukraine sovereign debt and state-related enterprises,
we believe the banks would likely be hit hard by a sovereign
default, if one were to occur, and the ensuing toll on the
economy.  In our hypothetical default scenario, the NBU might be
unable to provide local currency liquidity to the banking sector,
and borrowers' creditworthiness would deteriorate due to the
hryvnia's devaluation. We also foresee potential deposit outflows
and closed access to capital markets," S&P said.

The negative outlooks on PrivatBank, Alfa-Bank Ukraine, and
Kredobank primarily reflect S&P's outlook on the sovereign.  S&P
considers that sovereign-related risks will continue to be the
largest risks for these banks' financial profiles, especially
their liquidity, capital, and asset quality if Ukraine's
political landscape remains unstable, economic prospects
deteriorate further, or Ukraine selectively defaults or defaults
on its debt.

If S&P lowers the foreign currency long-term rating on Ukraine,
it would reassess the risk of imminent default, as per S&P's
criteria, on the banks.  S&P would take into account the banks'
asset exposure to the sovereign and sovereign satellites; the
effect of any hypothetical debt restructuring on the Ukrainian
economy and the banks' capital and liquidity; and the support
from parents for Alfa-Bank Ukraine and Kredobank.

S&P could consider revising the outlooks on the banks to stable
following a similar rating action on the sovereign.  S&P would
also seek signs that PrivatBank, Alfa-Bank Ukraine, and Kredobank
are able to stabilize their financial and business profiles --
especially their liquidity, capitalization, and asset quality --
despite the uncertainty and weak economic environment in Ukraine.



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


CONSTAR INTERNATIONAL: U.K. Unit Commences Administration
---------------------------------------------------------
Constar International Holdings LLC, et al., notified the U.S.
Bankruptcy Court for the District of Delaware that the sole
director of debtor Constar International U.K. Limited appointed
Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as
administrators.

The U.K. Administration Proceeding follows the closing of the
sale of the U.K. assets to Sherburn Acquisition Limited.  U.S.
Bankruptcy Judge Christopher Sontchi authorized the U.S. Debtors
to sell the U.K. Assets to Sherburn for GBP3,512,727, (or
US$7,046,000), less the deposit in the sum of US$1,250,000.

The U.S. Debtors are represented by Robert S. Brady, Esq., Sean
T. Greecher, Esq., and Maris J. Kandestin, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Michael J.
Sage, Esq., Brian E. Greer, Esq., and Stephen M. Wolpert, Esq.,
at DECHERT LLP, in New York.

The Buyer is represented by:

         Craig Thompson, Esq.
         FORSTER LLP
         31 Hill Street
         London W1J 5LS
         Email: craig.thompson@forsters.co.uk

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

This is Constar International's third bankruptcy.  Constar, which
manufactures plastic containers, first filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13432) in December
2008, with a pre-negotiated Chapter 11 Plan and emerged from
bankruptcy in May 2009.  Constar and its affiliates returned to
Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan.
11, 2011, with a pre-negotiated Chapter 11 plan and emerged from
bankruptcy in June 2011.

The 2013 petition listed assets worth less than $100 million
against US$123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

Constar is represented by Michael J. Sage, Esq., Brian E. Greer,
Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty,
Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP.  Prime
Clerk LLC serves as the Debtors' claims and noticing agent, and
administrative advisor.  Lincoln Partners Advisors LLC serves as
the Debtors' financial advisor.

Attorneys at Brown Rudnick LLP represent the official committee
of unsecured creditors.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

Constar has sold substantially all of its U.S. assets to
Plastipak Holdings Inc. for US$102.5 million, its U.K. assets to
Sherburn Acquisition Limited, an affiliate of Greybull Capital
LLP, for US$11.1 million, and its Maryland facility to Smucker
Natural Foods, Inc., for US$3 million.  Constar U.K commenced
administration proceedings following the sale of its assets.  The
U.K. Administrator is Deloitte LLP.


DRAX: Brussels Starts Preliminary Probe Into GBP75MM State Aid
--------------------------------------------------------------
Pilita Clark and Alex Barker at The Financial Times report that
Brussels has started a preliminary investigation into whether the
UK breached state aid rules when it guaranteed a GBP75 million
loan to Drax to help it burn wood pellets instead of coal.

The guarantee deal signed in April last year was one of the first
under a GBP40 billion scheme the government launched in 2012 to
kick-start big UK infrastructure projects struggling to get
finance in difficult market conditions, the FT notes.

It has also emerged that Brussels has informally warned the UK
that the way it plans to support several big renewable energy
projects, including Drax's biomass conversion, appears to involve
heavy subsidies that may harm competition, the FT relays.

However, it was not known before now that the European Commission
was also looking into the loan guarantee for the Drax scheme, the
FT says.

The deal with Drax means the government is underwriting a GBP75
million Friends Life loan the company took out to help it convert
half its Yorkshire station's generating units so they can burn
wood pellets and other fuels derived from plants, known as
biomass, the FT states.

It triggered a state aid complaint from Friends of the Earth, one
of several green bodies that question the environmental benefits
of burning biomass to generate electricity, arguing it has the
potential to produce more overall greenhouse gas emissions than
coal, the FT relates.

Drax is Britain's largest coal-fired power station.


HOLLYBOURNE HOTELS: Owners Go Into Administration
-------------------------------------------------
Insider Media News reports that Hollybourne Hotels has gone into
administration.

Nick Cropper, Ryan Grant and Anne O'Keefe, partners at insolvency
firm Zolfo Cooper, were appointed joint administrators of the
company and its parent on February 12, 2014.

The report relates that the administrators said they were
appointed as a result of the group failing to agree credit terms
with its lender.

The group comprises Alton House Hotel in Alton; Red Lion Hotel in
Basingstoke; Manor House Hotel, Guildford; Georgian House Hotel
in Haslemere and Farnham House Hotel, Farnham.

The administrators said the hotels would continue to trade as
usual and all bookings would be honored, according to Insider
Media News.

"We believe the hotels are attractive to a range of potential
buyers and we will bring the hotels to the market in due course.
We would also like to thank the staff for their continued support
and professionalism during this process," the report quoted Mr.
Cropper as saying.

Hollybourne Hotels employs a total of 200 staff across all sites.
Hollybourne Hotels owns and operates a group of five hotels
across the South East


QUORN HOUSE PUBLISHING: Goes Into Administration
------------------------------------------------
Jo Francis at PrintWeek reports that printers appear likely to be
among the major creditors of diet guru Rosemary Conley's
publishing business, which has been placed into administration.

Quorn House Publishing was placed into administration on Feb. 3
alongside the Rosemary Conley Food & Fitness business, as a
result of financial issues apparently caused by the parent
company's foray into TV with the launch of its own TV channel,
according to PrintWeek.

Quorn House published monthly magazine Rosemary Conley Food &
Fitness.  The title was published nine times a year and had a
circulation of just under 61,000 according to its latest ABC
certificate.

PrintWeek understands the magazine was printed by Leicester's
Artisan Press, and local sources said Quorn House had also used
other printers in the area for related collateral.  Publication
of the title is currently suspended.

According to reports, Ms. Conley said the businesses in
administration owed creditors less than GBP1 million, and she
hoped that creditors would get their money back, the report
notes.

The creditors' report has not yet been made public.

The Rosemary Conley Classes, which are run as a franchise, are
unaffected, the report adds.


WILLIAM EAGLES: Brought Out of Receivership, Saves 16 Jobs
----------------------------------------------------------
Manchester Evening News reports jobs has been saved in William
Eagles after Wrekin Shell Mouldings was brought out of
receivership saving 16 jobs in the process.

The Manchester office of Mitchell Charlesworth was appointed
joint administrative receivers of the firm on October 23.

The new business will trade as Wrekin Shell Mouldings Limited
incorporating William Eagles, according to Manchester Evening
News.

"I am pleased to announce the sale has not only saved 16 jobs in
the Salford area but has also secured the future of a long-
established business.  It is a major accomplishment to secure a
buyer for the business in what has been a difficult sector for
many years.  We wish the team at William Eagles and their new
owner, Wrekin Shell Mouldings, the best of luck in the future
following the buyout deal," the report quoted Jeremy Oddie --
jeremyoddie@mitchellcharlesworth.co.uk -- joint administrative
receiver and partner at Mitchell Charlesworth, as saying.

Paul Palmer, joint administrative receiver and associate at
Mitchell Charlesworth, was responsible for the ongoing trade
during the receivership process.

Salford-based William Eagles is a 163-year-old maker of fire
fighting equipment and also assembles pressure-regulating valves
for marine, petrochemical and offshore applications


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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-
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