TCREUR_Public/140327.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

            Thursday, March 27, 2014, Vol. 15, No. 61



PARTS HOLDINGS: S&P Assigns 'B+' LT Corp. Credit Rating


PARTNERSHIP FUND: Fitch Affirms 'BB-/B' Issuer Default Ratings


CENTROSOLAR GROUP: Meeting for Plan Voting Rescheduled to Apr. 14
DECO 14 - PAN EUROPE: Fitch Affirms 'C' Ratings on 2 Note Classes
IVG IMMOBILIEN: CEO Schaefers Steps Down
VULCAN LTD: Fitch Affirms 'Csf' Ratings on 3 Note Classes


WATERFORD CRYSTAL: Ex-Workers Still Await Pension Payouts


LIEPAJAS METALURGS: Citadele, SEB Approve Sales Plan


IDEAL STANDARD: Fitch Cuts LT Issuer Default Rating to 'C'


MACEDONIA: Fitch Affirms 'BB+' LT Issuer Default Rating


DECO 14 - PAN EUROPE: Moody's Cuts Rating on EUR101MM Notes to Ca
VIMPELCOM LTD: Refinancing Plan No Impact on Moody's Ba3 Rating


LISBON CITY: Fitch Withdraws 'BB+/B' Issuer Default Ratings
PORTO CITY: Fitch Affirms 'BB+' IDRs with Negative Outlook


ALFA-BANK: S&P Affirms 'BB+' Counterparty Rating; Outlook Stable
KRASNOYARSK CITY: Fitch Affirms 'BB' Issuer Default Rating
MOSCOW INTEGRATED: Fitch Maintains 'BB+' IDR on Watch Negative
NIZHNIY NOVGOROD: Fitch Hikes Issuer Default Ratings to 'BB'
PENZA REGION: Fitch Affirms 'BB' Long-Term IDRs; Outlook Stable

RENAISSANCE FINANCIAL: Fitch Affirms 'B' IDR; Outlook Negative
ULYANOVSK REGION: Fitch Revises Outlook to Neg. & Affirms BB- IDR


CEMEX FINANCE: Fitch Assigns 'BB-/RR3' Rating to Proposed Notes
GRUPO ALDESA: Fitch Publishes Long-Term 'B' IDR; Outlook Stable
PESCANOVA SA: Lenders Won't Back Restructuring Plan
RIVOLI - PAN EUROPE 1: Fitch Affirms 'CCC' Rating on Cl. C Notes
SPAIN: Proposes EUR2.3-Bil. Rescue for Failed Motorways

U N I T E D   K I N G D O M

AUBURN SECURITIES: Fitch Affirms 'BB+' Rating on Class E Certs.
BAUMAX: Rules Out Insolvency; Sells Art Collection
LA FITNESS: Creditors Backs Company Voluntary Arrangement
MOTIVACTION: Enters Into Company Voluntary Arrangement
WESTPIER CONSULTANTS: High Court Winds Up Rare Earth Metal Agent



PARTS HOLDINGS: S&P Assigns 'B+' LT Corp. Credit Rating
Standard & Poor's Ratings Services said it had assigned its 'B+'
long-term corporate credit rating to Parts Holdings (France) SAS,
the holding company of France-based auto parts distribution group
Autodis SA (Autodistribution).  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue rating to the
EUR20 million super senior revolving credit facility (RCF) issued
by Autodistribution.  The recovery rating is '2', indicating
S&P's expectation of substantial (70%-90%) recovery in the event
of a payment default.  S&P also assigned its 'B+' issue rating to
Autodistribution's EUR240 million senior secured bond, with a
recovery rating of '4', indicating S&P's expectation of average
(30%-50%) recovery in case of default.

The rating assignment follows Autodistribution's recent
refinancing, which was largely in line the terms of the proposed
transaction.  As part of the refinancing, Autodistribution issued
a EUR240 million bond and signed a EUR20 million super senior
revolving credit facility (RCF).  The five-year bond was issued
with a coupon of 6.5%, slightly better than S&P's previous
expectation.  The RCF matures six months before the bond and was
signed with a margin of 3.5%, as we expected.  The group used the
bond proceeds chiefly for the repayment of existing debt and, in
addition, EUR40 million was placed in an escrow account and is
intended to fund the acquisition of ACR Holding.  The acquisition
is still pending and S&P expects it to be completed during the
second quarter of 2014.  However, if the acquisition is not
completed, S&P understands these funds will be used to repurchase
the EUR40 million principal amount of the notes.

The rating reflects S&P's view of Autodistribution's business
risk profile as "weak" and financial risk profile as
"aggressive," as S&P's criteria define these terms.

S&P's base case assumes:

   -- Weak GDP growth in France that we expect will reach 0.6% in
      2014 but show some improvement in 2015, because S&P expects
      the economy to expand by 1.4%.

   -- A broadly stable number of vehicles in France.

   -- A more rapid growth rate for ACR Holding, which
      Autodistribution aims to acquire shortly, supported by the
      fast-growing web dealer business.

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

   -- A Standard & Poor's-adjusted debt to EBITDA ratio of about
      4x in 2014.

   -- An adjusted FFO to debt coverage ratio above 15%.

The stable outlook reflects S&P's expectation that
Autodistribution's low capital intensity and anticipated stable
operating performance will support positive discretionary cash
flow generation and keep the group's leverage in the "aggressive"
category, according to S&P's criteria.  Under S&P's base case, it
forecasts adjusted debt to EBITDA of about 4x.


PARTNERSHIP FUND: Fitch Affirms 'BB-/B' Issuer Default Ratings
Fitch Ratings has affirmed Georgia's JSC Partnership Fund's (PF)
Long-term foreign and local currency Issuer Default Ratings (IDR)
at 'BB-' and Short-term foreign currency IDR at 'B'.  The
Outlooks on the Long-term IDRs are Stable.

Key Rating Drivers

The affirmation reflects the equalization of PF's ratings with
those of Georgia (BB-/Stable/B).  Fitch uses its public sector
entities methodology and applies a top-down approach in its
analysis of PF.  The Georgian government's ability and intent to
support the fund's potential issued or guaranteed debt remains a
key factor in determining rating equalization with the sovereign.

PF is 100% owned by the state, which in Fitch's view demonstrates
the fund's strategic importance to Georgia.  The fund's mandate
is to manage key national infrastructure corporations.  The state
endowed PF with 100% stakes in Georgian Railway (Grail, BB-
/Negative), JSC Georgian Oil and Gas Corporation (GOGC, BB-
/Stable), JSC Georgian State Electrosystem (GSE), and JSC
Electricity System Commercial Operator (ESCO).

Fitch views the reorganization of PF into an investment unit of
the future Georgia sovereign fund (SF), which is expected to take
place in 1H14 as a material change in the company's structure.
PF's legal successor is expected to become an investment unit of
the future SF, while asset management of key corporations will be
transferred to another unit. The proposed reorganization, once
announced will be subject to Fitch's analysis and could
potentially lead to separate rating processes.

Another of PF's mandates is to develop private equity investments
in viable economic projects generating positive economic returns.
The private equity market is currently undeveloped in Georgia,
limiting the country's growth potential.  PF targets profitable
projects in several key areas -- agriculture, manufacturing, real
estate and energy.

The fund's supervisory board is chaired by the Georgian prime
minister and composed of five leading cabinet members and four
independent directors.  Blending a corporate structure with
strong state control should, in Fitch's view, ensure the fund's
accountability to Georgia's government, and hence its adherence
to mandated policy objectives, as well as adding investment

PF's only debt is a loan from its subsidiary (USD50 million),
GOGC. PF has injected this advance payment amount (proceeds of
GOGC loan) into equity of Gardabani TPP SPV.  PF is considering
an exchange of debt to equity with GOGC in 2014, which will
effectively reduce the fund's debt liability.

PF successfully exited three investment projects in 2013 in the
real estate and agriculture, generating an overall 19.7% internal
rate of return.

Rating Sensitivities
An upgrade of Georgia, coupled with continued support from the
state, would be rating positive, as PF is credit linked to the

Weaker links with the state or its downgrade would be negative. A
downgrade of the sovereign or changes that would lead to dilution
or reassessment of state support could exert downward pressure on
the rating.


CENTROSOLAR GROUP: Meeting for Plan Voting Rescheduled to Apr. 14
Ben Willis at reports that Centrosolar Group has
failed to secure sufficient creditor backing for a rescue plan
for the stricken company.

Creditors representing 37% of the company's debt registered for a
meeting due to have been held on March 18 to discuss the
company's future, falling short of the required 50% quorum, pv- relates.

The report notes that the company has rescheduled the meeting for
April 14, when it hopes to secure the necessary backing for its
plans. relates that on the table are plans outlined in
February to slim down the company's holding group, the Munich-
based Centrosolar AG, and instead focus operations on its
subsidiaries, the system supplier Centrosolar America, mounting
system firm Renusol and Centrosolar Grundstucksverwaltungs.

Another option is to sell Renusol entirely, if a suitable buyer
can be found, the company said, the report relays.

According to the, creditors are being asked to swap
some of the money they are owed for shares in the new-look
operation.  But with the company's continuation plans dependent
on creditors backing this proposition, the low turnout will come
as a blow to Centrosolar, although the company pointed out that
99% of those registering for March 18 meeting had already voted
to back the restructuring plan.

The next meeting will require creditors representing just 25% of
the company's debt to attend, the report notes.

As reported in the Troubled Company Reporter-Europe on
Oct. 21, 2013, SolarServer said Centrosolar Group AG (Munich),
Centrosolar AG and Centrosolar Sonnenstromfabrik GmbH have
applied for "protective shield" creditor protection at a court in
Hamburg, Germany, which the company says will allow for faster
implementation of its restructuring plans.

Centrosolar Group AG, Munich is a supplier of photovoltaic (PV)
systems for roofs and key components.  Its product range
comprises solar integrated systems, modules, inverters and
mounting systems. Over two-thirds of revenue is generated in
North America.

DECO 14 - PAN EUROPE: Fitch Affirms 'C' Ratings on 2 Note Classes
Fitch Ratings has upgraded DECO 14 - Pan Europe 5's class A-2
notes and affirmed the rest as follows:

   -- EUR72.6m class A-1 (XS0291363272) affirmed at 'AAAsf';
      Outlook Stable

   -- EUR159m class A-2 (XS0292121802) upgraded to 'AAsf' from
      'Asf'; Outlook Stable

   -- EUR64.6m class A-3 (XS0292122289) affirmed at 'A-sf';
      Outlook Negative

   -- EUR99.4m class B (XS0291365137) affirmed at 'BBsf'; Outlook

   -- EUR64.6m class C (XS0291365566) affirmed at 'Bsf'; Outlook

   -- EUR100.8m class D (XS0291367182) affirmed at 'CCsf';
      Recovery Estimate (RE) 30%

   -- EUR25.8m class E (XS0291367422) affirmed at 'Csf'; RE 0%

   -- EUR11.9m class F (XS0291368156) affirmed at 'Csf'; RE 0%

DECO 14 - Pan Europe 5 is a CMBS transaction secured by eight
remaining loans backed by commercial real estate assets in
Germany, Italy and Bulgaria originated by Deutsche Bank.

Key Rating Drivers

The upgrade of the class A-2 notes reflects its deleveraging
following substantial payment (EUR749.5 million) of principal on
the class A-1 notes due to greater-than-expected proceeds from
four loans that have repaid since April 2013.  The remaining
class A-1 balance of EUR72.6 million ought to be repaid shortly
given the sound prospects of the EUR135 million Puma loan
refinancing.  The affirmation of all other classes reflects
Fitch's unchanged view on recovery prospects of the remaining
loans, much of which is secured on poor quality collateral,

Puma is the largest remaining loan and secured on German multi-
family housing (MFH).  The borrower is reported to be in advanced
negotiations for refinancing ahead of the upcoming maturity in
April, and Fitch is confident the loan will be repaid without a
loss. The collateral has a strong income profile and a low
vacancy of 2.3% and therefore ought to benefit from strong
investor appetite for well-managed German MFH portfolios.  The
reported loan-to-value ratio (LTV) is 84%.

New valuations on three loans that failed to repay in January led
to deterioration in their reported LTVs: CGG Tambelle's LTV rose
to 116% from 76%; Arcadia's to 215% from 135%; and Mansford Nord
Bayern's to 163% from 86%.  The revised values are broadly in
line with Fitch's estimates at the time of the last rating
action, and therefore do not merit a change to the agency's wider
rating assumptions.  With hedging now expired, these loans'
interest rates have switched from fixed to floating, boosting
interest coverage significantly and releasing more surplus income
for amortization and capital expenditure.  This ought to improve
the recovery prospects of these loans.

Most of the loans in the pool are or are soon to be in default,
with a complex period of resolutions likely to take several years
accounting for the Negative Outlooks on classes A-3 to C notes.
The pool is unevenly distributed in terms of credit quality, with
the large component of poor quality loans driving the distressed
ratings for classes D to F notes.

Rating Sensitivities

Fitch estimates 'Bsf' recoveries of EUR493.5 million. Protracted
workout of loans that are in special servicing could lead to a
review of the recovery estimate on the junior notes.

IVG IMMOBILIEN: CEO Schaefers Steps Down
Reuters reports that the chief executive of IVG Immobilien,
Wolfgang Schaefers, has resigned as expected, setting the stage
for its creditor-owners to install a new chief.

Reuters relates that that one of Germany's best known real estate
firms, brought low by debts and cost over-runs, has proposed a
debt-for-equity swap that will put the group in the hands of its
creditors in February. Creditors will vote on the insolvency plan
today, March 27.

Until further notice, Mr. Schaefers' responsibilities will pass
to Hans-Joachim Ziems, a board member responsible for
restructuring, IVG said, Reuters relates.

IVG has been negotiating a deal with creditors for more
than a year, and in August entered court-supervised bankruptcy
protection similar to a U.S. Chapter 11 reorganization, according
to Bloomberg News.

IVG Immobilien is a German real estate firm.

VULCAN LTD: Fitch Affirms 'Csf' Ratings on 3 Note Classes
Fitch Ratings has affirmed Vulcan (European Loan Conduit No. 28)
Ltd's commercial mortgage-backed floating rate notes due May
2017, as follows:

EUR296.1 million class A (XS0314738963): affirmed at 'Bsf';
Outlook Stable

EUR20.6 million class B (XS0314739938): affirmed at 'B-sf';
Outlook Stable

EUR73.4 million class C (XS0314740431): affirmed at 'CCCsf';

EUR75.2 million class D (XS0314740944): affirmed at 'CCsf';

EUR38 million class E (XS0314741595): affirmed at 'Csf'; 'RE0%'

EUR3 million class F (XS0314742056): affirmed at 'Csf'; 'RE0%'

EUR3 million class G (XS0314742213): affirmed at 'Csf'; 'RE0%'

Vulcan (European Loan Conduit No.28) is a securitization of 10
loans backed by commercial real estate assets located across
Germany and France.

Key Rating Drivers

The affirmation primarily reflects the extension of the largest
loan in the pool, Tishman German Office Portfolio (TGOP), which
accounts for 48% of the outstanding balance.  Despite some
improvement in portfolio operating conditions, the recent
restructuring prolongs exposure to the borrower in the hope that
it can increase collateral value through capital expenditure
(capex) and recover principal in time for note maturity in 2017.
A number of other loans in the portfolio will also face
challenges returning funds to investors by this date, as implied
by the distressed ratings on a number of classes.

The TGOP restructuring in November 2013 was contingent on
extension of a lease (to GMG Generalmietgesellschaft mbH, a
subsidiary of Deutsche Telekom AG, which is rated 'BBB+/Stable')
contributing one third of the TGOP portfolio's passing rent.  As
a result, the portfolio's weighted average lease length has
improved to almost seven years from below three.  The loan has
been extended by one year to February 2015, with a further six
month extension subject to additional lease targets being met and
another property sale.  A failure to refinance at this second
extended date would leave less than two years in which to
liquidate the portfolio before note maturity.

As part of the restructuring, the portfolio was revalued (taking
into account the lease extension).  The release pricing
framework, which allows funds to be returned to the sponsor upon
release of collateral provided a minimum amount of debt is
repaid, has been maintained to keep the sponsor engaged.  The
allocated loan amounts have been redistributed from property to
property "to reflect the exit values set out in the Business
Plan."  Assuming the exit values in the Business Plan (which
Fitch has not reviewed) reflect the probable increases in value
after capex, this ought to protect noteholders from adverse
selection (as properties are released).

A gross amount of EUR57.5 million has been earmarked in the
Business Plan for capex, to be funded from asset sales and excess
rent. So far EUR19.9 million of sale proceeds from the
Westendstrasse Munich property (sold in October 2013) have been
set aside and credited to a "liquidity reserve".  If capex
exceeds the funds on deposit, Fitch expects the sponsor backstop
facility to be drawn, which is charged at a punitive interest
rate of 10%-15% (Fitch estimates no more than EUR5 million of
interest should be charged).  Whether the capex program is net
positive for noteholders (which are funding the works) remains to
be seen.

The CMBS is secured on 10 loans, six of which account for 86% of
the outstanding balance.  The Beacon Doublon (14%) borrower filed
for safeguard in 2011, and a court-approved plan was introduced
in October 2012. Given the borrower's status, information
distribution is sparse, although an obligation to repay 1.25% of
the debt each quarter should deleverage the loan prior to the end
of the safeguard plan in December 2015.

All but three loans have failed to repay at scheduled maturity.
The aforementioned TGOP and Tishman Hamburg (10%) loans have been
granted a maturity extension until February 2015, while the
Eurocastle (8%) loan matures in May 2014.  The Jargonnant (4%)
and Henderson Hanau (3%) loans are expected to repay in the near
future following recent equity injections by the respective

Rating Sensitivities

Fitch's estimated 'Bsf' recovery amount is EUR350m to EUR375m.

Faster-than-anticipated or better-than-expected loan resolutions
could lead to an upwards revision in ratings, although this will
be constrained both by the time left until legal maturity of the
notes and by the exposure to large loans with considerable
uncertainty, particularly TGOP.


WATERFORD CRYSTAL: Ex-Workers Still Await Pension Payouts
Stephen Rogers at The Irish Examiner reports that almost a year
after the European Court of Justice ruled in their favor and five
years after they lost their jobs, former workers at Waterford
Crystal have still not received tens of thousands of euro in
pension entitlements to which the court said they were entitled.

In 2009, both Waterford Crystal and its pension fund became
insolvent, with workers being told at the time that they would
receive only between 18% and 28% of their full pension
entitlements, the report recounts.

However, their British counterparts in Wedgewood had their
entitlements secured by Britain's pension protection fund and
received 90% of owed sums, the Irish Examiner says.

Initially, the report says, the former Waterford Crystal
employees pursued a case before the Commercial Court, saying the
State had failed to meet its obligations under the EU Insolvency
Directive to "protect" staff whose employers become insolvent.

At the time, the then secretary general of the Department of
Finance, Kevin Cardiff, told the court that the economic crisis
and the terms of the EU/IMF bailout meant the Government could
not commit to pay the estimated EUR13 billion actuarial cost of
providing a state guarantee of the full pension entitlements of
workers in cases of employer insolvency, the Irish Examiner

In 2012, the report recalls, the workers took the case against
the social protection minister and attorney general to the
European Court of Justice.

Finally, last April, the European court returned a ruling that
the pensions of up to 1,700 former Waterford Crystal workers must
be protected, the report notes.

But almost 12 months later, the workers have still not been given
the pension entitlement, the Irish Examiner says.

The case is back before the Commercial Court where it has been
adjourned on a number of occasions, the report adds.

Waterford Crystal is a manufacturer of crystal.  It is named for
the city of Waterford, Ireland.  Waterford Crystal is owned by
WWRD Holdings Ltd., a luxury goods group which also owns and
operates the Wedgwood and Royal Doulton brands.


LIEPAJAS METALURGS: Citadele, SEB Approve Sales Plan
The Baltic Course, citing LETA, reports that Liepajas metalurgs
insolvency administrator Haralds Velmers told the business
information portal that the company's other creditors
-- joint-stock Citadela banka and joint-stock SEB banka -- have
given the green-light for the planned sale of the company.

"Today we have received confirmation from the other creditors,
who support the company's sale plan. Thus, we will
immediately begin work on organizing the process," the Baltic
Course quotes Mr. Velmers as saying.

In order to begin implementing the company's plan, the
administrator must get the green light from all three of the
company's main creditors -- the State Treasury, Citadela banka
and SEB banka, the report relates. Only the State Treasury had
previous agreed to selling before March 20, the report notes.

"The creditors were sent the plan on January 20, and we need
their approval before we can move forward. We also need their
approval so that we could attempt to sell the company without
auction, which is the best way to find a suitable investor," Mr.
Velmers, as cited by The Baltic Course, said .

According to the strategy, the company's casting and forging
facilities, technological equipment, real estate and movable
property necessary for the company's operations will be offered
to qualified buyers internationally so to raise as much money as
possible from the deal, The Baltic Course relays.

Selling the property of the company that has not been pledged as
security may raise EUR3.5 million without the need to organize an
auction, plus another EUR1 million that will be raised by selling
assets at auction. Selling the other assets, which the company
has set up as security for various loans, is hoped to raise
EUR112.3 million, The Baltic Course reports.

Liepajas Metalurgs is a Latvian metallurgical company.

Liepaja Court commenced Liepajas metalurgs' insolvency process on
Nov. 12 last year.  Haralds Velmers was appointed insolvency
administrator.  Over 1,500 Liepajas metalurgs workers have been
laid off so far.  Liepajas metalurgs halted production last


IDEAL STANDARD: Fitch Cuts LT Issuer Default Rating to 'C'
Fitch Ratings has downgraded Ideal Standard International SA's
(Ideal Standard) Long-term Issuer Default Rating (IDR) to 'C
'from 'CC' and affirmed its Short-term IDR at 'C'.  Fitch has
also downgraded Ideal Standard's EUR275 million senior secured
notes to 'C' from 'CC' with a Recovery Rating of 'RR4'.

The downgrade of the IDR to 'C' follows Ideal Standard's exchange
offer for its EUR275 million senior secured notes due 2018. If
the exchange offer is successful, Fitch will downgrade the IDR to
'RD' (Restricted Default) on settlement.  Subsequently, Fitch
will re-assess Ideal Standard's IDR upon the conclusion of the
proposed new EUR40 million super-senior financing, part exchange
of the tranches created in the exchange into equity or the
implementation of an alternative capital structure arising out of
the exchange offer process.

Key Rating Drivers

Distressed Debt Exchange

The exchange offer launched on March 20, 2014 constitutes a
distressed debt exchange under Fitch's criteria, because
investors face a reduction in terms and the offer is effectively
coercive, given that the issuer requires additional liquidity.
"We consider alternative options to be limited and failure to
raise additional liquidity could lead to insolvency proceedings,"
Fitch said.  Fitch recognizes the positive impact that a
successful exchange would have on the group's liquidity and debt
service, given the EUR40 million new financing and lower cash

Negative Free Cash Flow (FCF)

Fitch expects FCF to remain negative in 2013 and 2014, given the
continued challenging operating environment, particularly in
Italy, and cash charges from the group's restructuring program,
which will reduce the number of employees by 250. This will be
mitigated to some extent by cash-saving measures such as the
benefits of the restructuring, working capital management and the
potential reduction of cash interest on acceptance of the debt
exchange offer.

Weak Liquidity

Ideal Standard's liquidity at year-end 2013 was weak.  It
comprised EUR31.5 million cash, a EUR15 million undrawn revolving
credit facility (RCF) and EUR13 million of undrawn local lines.
Fitch believes this liquidity is weak in the context of the
expected cash needs for 2014. In addition, the group is highly
reliant on the roll-over of overdraft facilities in Bulgaria and
in Egypt.  A successful exchange offer would notably improve the
group's liquidity.

Stabilizing Revenue and Margins

"We expect some stabilization of top-line growth and earnings
going into 2014, despite volume weakness, thanks to successful
price increases and operational efficiency measures.  The group's
cost-savings program should support fundamental profitability in
the long-term, although restructuring charges will depress
earnings generation in the short term," Fitch said.

Market Leader

Ideal Standard benefits from its leadership position in Europe,
where it ranks first or second in various markets in ceramics and
fittings. The group owns a comprehensive portfolio of well-known
brands covering a wide spectrum of market segments from entry
level to luxury products.

Rating Sensitivities

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

-- The successful exchange offer will lead to a downgrade of the
    Long-term IDR to 'RD' (Restricted Default) on settlement.

-- Bankruptcy filings, administration, receivership, liquidation
    or other formal winding-up procedure, which could lead to a
    downgrade of the Long-term IDR to 'D' (Default).

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

-- Positive rating action may follow the settlement of the
    successful exchange offer, implementation of additional
    EUR40m super-senior financing, part exchange of new notes
    into equity and/or the implementation of an alternative
    capital structure arising out of the exchange offer process.


MACEDONIA: Fitch Affirms 'BB+' LT Issuer Default Rating
Fitch Ratings has affirmed Macedonia's Long-term foreign and
local currency Issuer Default Ratings (IDR) at 'BB+' with Stable
Outlooks.  The issue ratings on senior unsecured foreign and
local currency bonds have also been affirmed at 'BB+'.  Fitch has
also affirmed Macedonia's Short-term rating at 'B' and Country
Ceiling at 'BBB-'.

Key Rating Drivers

The affirmation reflects the following key rating drivers:

Real GDP is estimated to have grown by 3.1% in 2013, following a
modest contraction in 2012.  This was mainly driven by the
construction sector, which represented more than 50% of GDP
growth.  Thanks to a further stimulus by public investment, Fitch
forecasts that growth will accelerate slightly in 2014 and 2015,
to 3.2% and 3.5%, respectively.

Macedonia is a standout in the 'BB' category in terms of 'ease of
doing business'.  However, although foreign direct investment
(FDI) has picked up recently and contributes nearly one-quarter
of total exports, it has yet to translate into sustained higher
growth and unemployment remains high at nearly 29% of the labor
force.  Domestically, despite the increase in investment, the
still low level of private savings limits medium-term potential
growth.  Inflation averaged 2.8% in 2013, and is expected to
remain close to 3% in 2014-15 thanks to still high interest
rates, which also support the currency peg.

The central government deficit remained broadly unchanged in 2013
compared with 2012, at 4% of GDP.  The government will continue
its modest fiscal stimulus in 2014, via social transfers and
investment in large infrastructure projects.  These projects are
predominantly backed by international financial institutions.
Fitch estimates that the 2014 target of a deficit of 3.5% is
credible, and that it will not fall to 3% until 2015 as the
government keeps capital expenditure high.  However, a relatively
large share of public investment expenditure is made via public
enterprises, and is therefore not reflected in headline deficit
figures.  Macedonia's gross general government debt is expected
to rise modestly to around 36% in 2014 and 37% in 2015, in line
with the 'BB' median.  However, relatively short maturities mean
that fiscal financing needs remain high at some 13% of GDP, while
the fact that about 79% of public debt is foreign-currency
denominated leaves the public finances vulnerable to exchange
rate fluctuations.

Following the dissolution of parliament in early March,
parliamentary elections will be held in April 2014, the same day
as the presidential elections.  According to opinion polls, the
ruling VMRO-DPMNE party is likely to come out of the elections
with a reinforced majority.  Fitch expects the elections to be
held in a relatively orderly manner and to have an only modest
impact on policy.  No meaningful progress towards NATO and EU
membership is likely pending the resolution of the "name issue"
with Greece.

The Macedonian denar's long-standing peg to the euro is backed by
international reserves at the National Bank of the Republic of
Macedonia amounting to nearly five months of current account
payments. Macedonia's current account deficit has widened
slightly in the past years and is expected to average 4.0%-4.5%
of GDP in 2014-15.  Although further export-oriented FDI projects
and demand growth from the eurozone should support export growth
in the coming years, imports are likely to grow at a similar pace
so that Macedonia's trade deficit will continue to weigh on the
current account balance.  Net external debt is in line with the
'BB' median at 15.9% of GDP.

The banking sector is well capitalized, with a Tier 1 capital
adequacy ratio of 14.4% at end-2013.  Non-performing loans stand
at 10.9% of the total but are fully provisioned against.
However, the system is highly concentrated, with three banks
accounting for around two-thirds of sector assets, deposits and
loans, and two of them having parents domiciled in Greece and
Slovenia, which may pose residual risks.  Overall, Fitch does not
deem the banking sector represents a significant risk of
contingent liabilities to the sovereign balance sheet.

Rating Sensitivities

The Stable Outlook reflects Fitch's assessment that upside and
downside risks to the rating are currently well balanced.
The main risk factors that, individually or collectively, could
trigger a positive rating action are:

   -- Stronger and sustainable economic growth underpinned by a
      pick-up in domestic private investment that leads to a
      continuing improvement in labor market indicators.

   -- Successful diversification of the export base, which would
      significantly reduce the trade balance.

   -- Resolution of disputes with neighboring countries that
      clear the path towards membership of international

The main risk factors that, individually or collectively, could
trigger a negative rating action are:

   -- Fiscal loosening or the crystallization of contingent
      liabilities that jeopardizes the stability of public
      finances and the currency peg.

   -- A sharp drop in demand for Macedonian exports in key
      trading partners, contributing to a prolonged domestic

   -- A breakdown in ethnic relations or other political shock
      that leads to prolonged instability.

Key Assumptions

Fitch assumes that Macedonia will continue to pursue stable
monetary and fiscal policy settings consistent with a stable
currency peg.

Fitch assumes that the EU economy, Macedonia's largest trade
partner, will continue to recover gradually.

Fitch assumes that the unwinding of extraordinary global monetary
stimulus will proceed in a broadly orderly fashion.


DECO 14 - PAN EUROPE: Moody's Cuts Rating on EUR101MM Notes to Ca
Moody's Investors Service has taken rating action on the
following classes of Notes issued by DECO 14 - Pan Europe 5 B.V.

Moody's rating action is as follows:

EUR950M A1 Notes, Affirmed Aaa (sf); previously on Apr 23, 2013
Affirmed Aaa (sf)

EUR160M A2 Notes, Affirmed Aa1 (sf); previously on Apr 23, 2013
Affirmed Aa1 (sf)

EUR65M A3 Notes, Downgraded to A1 (sf); previously on Apr 23,
2013 Affirmed Aa3 (sf)

EUR100M B Notes, Downgraded to Ba1 (sf); previously on Apr 23,
2013 Downgraded to Baa3 (sf)

EUR65M C Notes, Downgraded to Caa1 (sf); previously on Apr 23,
2013 Downgraded to B2 (sf)

EUR101M D Notes, Downgraded to C (sf); previously on Apr 23,
2013 Downgraded to Ca (sf)

Moody's does not rate the Class E, Class F, Class G and the Class
X Notes.

Ratings Rationale

The downgrade action reflects Moody's increased loss expectation
for the pool since its last review following the repayment and
expected repayment of the better than average quality loans and
the increase in exposure to defaulted loans from 41% of the
current pool balance to approximately 61% within the next year.

While the expected default rate of the loans did not materially
change compared with its last review, Moody's has adjusted its
value assessment of the properties backing the defaulted loans.
The downward value adjustment stems from Moody's concern over the
performance of the underlying properties comprised mainly of
retail and mixed-use portfolios in Germany. The lower recovery
estimates are driven by the shortening remaining lease terms and
the intensive asset management required to preserve value of the

The ratings on the Class A1 and Class A2 Notes are affirmed
because of the expected repayment of the Puma MF Loan (22% of the
current pool balance) in April 2014, which will fully repay the
Class A1 Notes and increase the credit enhancement level of the
Class A2 Notes to 80% from currently 62%.

Moody's rating action reflects a base expected loss in the range
of 30%-40% of the projected balance of the pool in July 2014
(with seven loans remaining after the repayment of the Puma MF
Loan). This expected loss compares with an expected loss in the
range of 10%-20% at last review. On a like for like basis,
excluding the repaid loans, the base expected loss of the seven
loans at last review was also in the range of 30%-40%.

Moody's derives this loss expectation from the analysis of the
default probability of the securitized loans (both during the
term and at maturity) and its recovery expectation for the
collateral. There are no realised losses so far in the

For a summary of Moody's key assumptions for the loans in the
pool please refer to the section SUMMARY OF MOODY'S LOAN

Methodology Underlying the Rating Action:

The principal methodology used in this rating was Moody's
Approach to Rating EMEA CMBS Transactions published in December

Other factors used in this rating are described in European CMBS:
2014-16 Central Scenarios published in March 2014.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property values backing the
underlying loans, especially driven by further investor risk
aversion regarding short remaining lease terms for retail
properties; and (ii) an increase in the sovereign risk of Italy
and Bulgaria given the exposure of 22% and 9%, respectively to
these countries in the current pool.

Main factors or circumstances that could lead to an upgrade of
the rating are (i) an increase in the property values backing the
underlying loans, especially due to an increased investor demand
for the underlying retail properties; (ii) repayment of loans
with an assumed high refinancing risk; and (iii) a decrease in
the refinancing default risk assessment.

Moody's Portfolio Analysis

As of the January 2014 interest payment date ("IPD"), the
transaction balance has declined by 59% to EUR611 million from
EUR1,491 million at closing in March 2007 due to the pay-off of
five loans originally in the pool. The notes are currently
secured by eight first-ranking legal mortgages over 104
commercial and multi-family properties ranging in size from 1% to
22% of the current pool balance. Since the last review three
loans have repaid. The pool has an average concentration in terms
of geographic location: 52% Germany, 35% Italy and 13% Bulgaria
based on UW market value. The pool has below average
concentration in terms of property type: 50% office, 22% retail,
15% mixed-use and 13% multi-family based on UW market value.

Moody's uses a variation of the Herfindahl Index, in which a
higher number represents greater diversity, to measure the
diversity of loan size. Large multi-borrower transactions
typically have a Herf of less than 10 with an average of around
5. This pool has a Herf of 6, lower than 8 at Moody's prior

The weighted average ("WA") Moody's loan-to-value ("LTV") ratio
on the securitized pool is currently 138%, up from 110% at last
review. This compares with the current UW LTV of 110% on the
securitized pool. Taking into account the B-notes of three of the
loans, the WA Moody's LTV on a whole loan basis is 147%.
Following the repayment of the Puma MF Loan (22% of the current
pool balance), the WA Moody's LTV on the securitized pool is
expected to increase to 153% and on a whole loan basis to 165%.

As of January 2014 four loans (41% of the current pool balance)
were in special servicing and five loans (50% of the current pool
balance) appeared on the servicer's watchlist.

Summary Of Moody's Loan Assumptions

In line with its assessment at the prior review, Moody's expects
the currently largest loan in the pool, the Puma MF Loan to be
repaid on its maturity date in April 2014. The sponsor of the
loan backed by a portfolio of multi-family properties in Berlin
has announced that it has achieved a two-part refinancing of the
loan with German lenders.

Below are Moody's key assumptions for the remaining loans.

Armilla Clarice 2 - LTV: 93.5% (Whole)/ 93.5% (A-Loan); Total
Default Probability: High; Expected Loss: 10% - 20%

The performance of the loan backed by a portfolio of 14
properties located throughout Italy, all let to Telecom Italia
S.p.A. has been stable. The long term senior unsecured rating of
Telecom Italia S.p.A was downgraded by Moody's to Ba1 from Baa3
on watch for possible downgrade on October 8, 2013. Moody's has
not adjusted its assessment of the loan compared with its prior
review in April 2013. With approximately five years remaining on
the lease term, an estimated LTV ratio of 94%, and considering
the specialty nature of the properties, Moody's continues to view
that there is a high chance (>50%) that the loan will default on
its maturity date in October 2016.

Arcadia - LTV: 273.6% (Whole)/ 245.2% (A-Loan); Total Default
Probability: N/A - Defaulted; Expected Loss: 60% - 70%

One of the four loans currently in default in the pool, the loan
has been in special servicing since March 2010 due to a payment
default. The underlying 26 retail property portfolio located
throughout Germany has a vacancy of 10% and suffers from short
remaining lease terms on the properties. The largest tenants
Roller, Norma and OBI together contribute 36% to the portfolio
rent. The latest reported WA remaining lease term for the
portfolio is 3.2 years. A third-party valuation shows a property
value of EUR51 million as of June 2013, which is 59% lower than
the valuation of the properties at closing (December 2006) and
32% lower than the re-valuation of the portfolio subsequent to
loan default (July 2010).

The special servicer started the disposal of the (originally 28)
properties in early 2013 with the sale of a property in
Lauterbach and another property in Wacken. Further sales have
been announced. For its recovery estimate, Moody's applied a 15%
haircut to the 2013 valuation of the portfolio to take into
account further shortening lease terms of the properties. Given
the size of the portfolio, Moody's expects that the workout of
the loan will take at least 1-2 years. With the loan's maturity
date in January 2014, the interest rate swap has matured. Going
forward, the interest shortfalls on the loan are expected to be
less due to the lower floating interest rate on the loan.

CGG - Tambelle REDO 3 - LTV: 165% (Whole)/ 151.3% (A-Loan);
Total Default Probability: NA - Defaulted; Expected Loss: 40% -

The loan defaulted prior to its January 2014 maturity date due to
an LTV covenant breach and was transferred into special servicing
in August 2013. Based on a March 2013 valuation of the underlying
14 property portfolio, the latest reported A-loan LTV on the loan
is 129% and 140% on the whole loan. The collateral of the loan
consists of a mixed-use portfolio including retail, residential
and office use spread throughout Germany. Based on the latest
rent roll, Moody's estimates the residential rents as
approximately 5% of the current total portfolio rental income.
Approximately 18% of the rental income is on rolling terms with
no expiry dates. For the remainder of the space, Moody's
estimates the WA remaining lease term as 3.5 years. The overall
vacancy of the portfolio has steadily increased, from 9.3% at
closing to 20.6% as of January 2014.

According to the special servicer, the initial workout proposal
from the loan sponsor included options such as discounted pay-
off, structured sale plan and converting debt into equity.
However, discussions seem ongoing and a final plan has not been
announced yet. For its recovery assessment, Moody's applied a 15%
haircut to the latest UW market value which takes into account
the shortening of the lease terms and the insolvency of a tenant,
Praktiker, who contributed 16% to the portfolio rental income
last year and has since vacated the two properties it was
occupying. Similar to the Arcadia loan and taking into account
the nature of the underling properties, Moody's expects that
workout of the loan will take 1-2 years. With the loan's maturity
date in January 2014, the interest rate swap has matured. Going
forward, Moody's does not expect interest shortfalls on the loan.

Sofia Business Park - LTV: 107.6% (Whole)/ 80.1% (A-Loan); Total
Default Probability: Very High; Expected Loss: 0% - 10%

Mansford Nord Bayern - LTV: 180.6% (Whole)/ 180.6% (A-Loan);
Total Default Probability: NA - Defaulted; Expected Loss: 50% -

Cottbus Shopping Centre - LTV: 157.9% (Whole)/ 157.9% (A-Loan);
Total Default Probability: Very High; Expected Loss: 40% - 50%

DD Karstadt Hilden - LTV: 293.3% (Whole)/ 293.3% (A-Loan); Total
Default Probability: NA - Defaulted; Expected Loss: 70% - 80%.

VIMPELCOM LTD: Refinancing Plan No Impact on Moody's Ba3 Rating
Moody's Investors Service has said that VimpelCom Ltd's (Ba3
stable) announced plan to refinance part of the debt of its
Italian subsidiaries consolidated under Wind Telecom S.p.A. (Wind
Italy) has no immediate impact on VimpelCom's rating. Any rating
impact in the future will depend on whether the ring-fenced
nature of Wind Italy remains in place as a result of
implementation of the plan.

VimpelCom announced that it is considering a multi-step plan for
refinancing part of the debt at its highly leveraged business in
Italy, including EUR1.3 billion pay-in-kind (PIK) notes and
EUR2.7 billion junior secured notes issued by Wind Italy. These
instruments are to be refinanced with a EUR500 million cash
injection from VimpelCom, along with new debt to be raised by
Wind Italy. As a result of the transactions, VimpelCom expects to
reduce Wind Italy's interest expenses and leverage over time, and
extend its debt maturity profile. The transactions are subject to
VimpelCom's corporate approvals and lenders' consent under Wind
Italy's existing senior facilities agreement.

Moody's notes that because of the ring-fenced nature of Wind
Italy, VimpelCom's Ba3 corporate family rating (CFR) currently
reflects the company's ongoing reliance upon its Russian and
Ukrainian subsidiaries consolidated under VimpelCom Holdings
B.V., which continue to determine VimpelCom group's ability to
service its debt obligations. As such, Moody's primarily bases
its assessment of VimpelCom's business and financial profile on
VimpelCom Holdings B.V.

The anticipated refinancing of part of Wind Italy's debt is a
constructive step for VimpelCom's consolidated profile in that
over time it should facilitate deleveraging and improve
consolidated cash flow generation. However, assuming that the
ring-fenced nature of Wind Italy remains in place, the
refinancing is unlikely to have any immediate effect on
VimpelCom's rating, because new debt will be raised within the
ring-fenced perimeter and will not affect VimpelCom Holdings
B.V.'s metrics. Even if VimpelCom funds its EUR500 million cash
injection in Wind Italy with new debt rather than internal cash
flow (details that VimpelCom has not yet disclosed), the increase
in VimpelCom Holdings B.V.'s leverage, if any, is likely to be

Should the Wind Italy's ring-fencing be removed as a result of
refinancing (both in terms of its creditors obtaining recourse to
VimpelCom, and VimpelCom starting to receive cash distributions
from Wind Italy), Moody's would reassess VimpelCom's credit
strength based on its consolidated business and financial
profile. Specifically, this reassessment would take into account
the impact on VimpelCom's financial flexibility as a result of
the removal of intragroup cash flow restrictions along with
considering the consolidated group's improved scale of
operations, geographical and industrial diversification,
including the mix of mature and emerging market assets in its

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


LISBON CITY: Fitch Withdraws 'BB+/B' Issuer Default Ratings
Fitch Ratings has withdrawn the City of Lisbon's 'BB+' Long-term
foreign and local currency Issuer Default Ratings (IDR) with
Negative Outlooks and 'B' Short-term foreign currency IDR.

Fitch has withdrawn the ratings as the City of Lisbon has chosen
to stop participating in the rating process.  Therefore, Fitch
will no longer have sufficient information to maintain the
ratings.  Accordingly, Fitch will no longer provide ratings or
analytical coverage for Lisbon.

PORTO CITY: Fitch Affirms 'BB+' IDRs with Negative Outlook
Fitch Ratings has affirmed the City of Porto's Long-term foreign
and local currency Issuer Default Ratings (IDR) at 'BB+' with
Negative Outlooks and Short-term foreign currency IDR at 'B'.

Key Rating Drivers

Porto's ratings reflect the supportive institutional framework,
its ability to post a healthy operating margin and moderate debt.
The Negative Outlook reflects that on Portugal's ratings

The central government oversees cities' accounts and budgets
while the national Court of Accounts could reject financial
liabilities. The limited role of the intermediate tiers of
government (province and region) in Portugal strengthens the link
between central government and the cities.

Preliminary accounts indicate that the City of Porto improved its
operating balance to EUR35 million in 2013 from EUR29.6 million
in 2012, mainly thanks to a 7% increase in tax revenue.  In the
past five years, Porto has posted a comfortable operating margin,
always above 17%. The City has also been able to post a surplus
before debt variation, in part due to a significant reduction in
capital expenditure.  This was key in reducing its outstanding
debt to EUR96 million in 2013, representing 57.8% of its current

The 2014 budget was based on prudent operating revenues, and
discipline in managing spending, with the intention to further
reduce debt to EUR87.9 million.

Rating Sensitivities

If the sovereign ratings were downgraded, Porto's rating would
also be downgraded.  Porto could also be downgraded in case of
drastic deterioration of budgetary performance, although Fitch
considers this unlikely in the medium term.  An upgrade of the
sovereign would likely lead to an upgrade of Porto, provided that
the city's fundamentals remain sound.


ALFA-BANK: S&P Affirms 'BB+' Counterparty Rating; Outlook Stable
Standard & Poor's Ratings Services said that it had affirmed its
'BB+' long-term and 'B' short-term counterparty credit ratings on
Russia-based Alfa-Bank OJSC.  The outlook is stable.  S&P
affirmed its Russia national scale rating on Alfa-Bank at

At the same time, S&P also affirmed its 'BB-/B' long- and short-
term counterparty credit ratings on ABH Financial Ltd., the non-
operating holding company that ultimately owns 100% of Alfa-Bank.
The outlook is stable.

The affirmation reflects the increased probability of systemic
support to Alfa-Bank in case of need, given the increased market
shares in retail deposits and critical role in payment systems
for large corporates.  These two elements make us think that
Alfa-Bank, the largest private-sector bank in Russia, would
receive government support in case of financial need because its
failure would lead to a loss of confidence in the financial

S&P's ratings on Alfa-Bank continue to reflect its 'bb' anchor
for the bank and its view of the bank's "adequate" business
position, "moderate" capital and earnings, "adequate" risk
position, "average" funding, and "adequate" liquidity, as S&P's
criteria define these terms.  The stand-alone credit profile is

S&P's long-term rating on Alfa-Bank benefits from one notch of
uplift above its 'bb' stand-alone credit profile, reflecting its
opinion of the bank's "high systemic importance" in Russia.

S&P's ratings on ABH Financial reflect the strength of Alfa-
Bank's operations.  The long-term rating on ABH Financial is now
two notches lower than that on the operating entity, Alfa-Bank.
This rating differential is mainly due to ABH Financial's
reliance on dividends and other distributions from Alfa-Bank to
meet its obligations.

The stable outlook on Alfa-Bank reflects S&P's expectation that
Alfa-Bank's financial profile will remain relatively resilient to
the economic slowdown in Russia.  S&P considers that sovereign-
related risks are becoming more pronounced -- especially in light
of increased market volatility.  But Alfa-Bank's capitalization,
which is above that of direct peers, should allow the bank to
absorb mounting credit losses.

The outlook on ABH Financial reflects the outlook on Alfa-Bank.

In S&P's view, the potential for ratings upside is currently

The ratings would come under pressure if Alfa-Bank's asset
quality weakened and credit costs rose, significantly exceeding
those of peers and resulting in potential weakening of its
capital position.  S&P also notes Alfa-Bank's reliance on
wholesale funding.  Any deterioration of its liquidity position,
coming from systemwide or bank-specific issues, could also put
pressure on the ratings.

Lowering of the sovereign foreign or local currency ratings could
trigger a similar rating action on Alfa-Bank, as S&P would likely
then review the one notch of uplift it adds for "high systemic
importance" in Russia.

KRASNOYARSK CITY: Fitch Affirms 'BB' Issuer Default Rating
Fitch Ratings has affirmed the Russian City of Krasnoyarsk's
Long-term foreign and local currency Issuer Default Ratings
(IDRs) at 'BB', with Stable Outlooks, and its Short-term foreign
currency IDR at 'B'.  The agency has also affirmed the city's
National Long-term rating at 'AA-(rus)' with a Stable Outlook.

Key Rating Drivers

The ratings reflect the city's developed local economy, sound
budgetary performance and moderate, albeit growing, direct risk.
The ratings also factor in refinancing pressure due to a large
proportion of short-term bank loans and the city's continued
budget deficit driven by capital expenditure.

Fitch expects Krasnoyarsk to continue recording stable operating
performance, with an operating balance of 9%-10% of operating
revenue in 2014-2016.  According to preliminary data the city
recorded a 9.5% operating balance in 2013, which remains adequate
for the city's debt servicing needs.  Operating expenditure grew
by a rapid 15% in 2013 following the federal government's
decision to increase public sector employee salaries, which were
mostly funded by increased current transfers from Krasnoyarsk
Region that were earmarked for this expenditure.

Fitch expects the city's direct risk to grow to RUB8.2bn by end-
2014, which corresponds to a moderate 31% of projected full-year
current revenue, from 28% in 2013.  The city administration
intends to limit the budget deficit such that its debt burden
will remain below 35% of current revenue in 2015-2016.

Krasnoyarsk is highly exposed to refinancing risk given the
dominance of bank loans with an average maturity of between one
and two years. More than 40% of the city's liabilities expire
within the next 12 months, creating refinancing pressure.  The
administration intends to lengthen the debt maturity profile by
shifting towards five-year bank loans.

With a population of about one million, the city is the capital
of Krasnoyarsk Region, one of the top 10 Russian regions by gross
regional product.  It has a strong industrial sector dominated by
metallurgy and machine-building, which provides a strong tax base
but exposes the city to volatile business cycles.

Rating Sensitivities

Easing refinancing pressure with a longer direct risk maturity
profile matching the city's debt coverage (direct risk/current
revenue), coupled with sound budgetary performance in line with
2012-2013 levels, would lead to an upgrade.

Deterioration of budgetary performance with an operating margin
below 5%, coupled with an inability to ease refinancing pressure
stemming from short-term bank loans, would lead to a downgrade.

Key Assumptions

   -- Russia's economy will continue to demonstrate modest
      economic growth. Fitch does not expect dramatic external
      macroeconomic shocks that could lead to significant
      deterioration of the city's tax base

   -- Intergovernmental relations between Krasnoyarsk City and
      Krasnoyarsk Region will remain stable in 2014.  Krasnoyarsk
      will continue to receive steady transfers from Krasnoyarsk
      Region, the bulk of which will be earmarked for social

   -- Krasnoyarsk will continue to have fair access to domestic
      financial markets sufficient for refinancing its maturing

MOSCOW INTEGRATED: Fitch Maintains 'BB+' IDR on Watch Negative
Fitch Ratings is maintaining OJSC Moscow Integrated Power
Company's (MIPC) Long-term foreign and local currency Issuer
Default Ratings (IDR) of 'BB+' on Rating Watch Negative (RWN).

The RWN reflects the City of Moscow's (BBB/Stable/F3) sale of its
89.98% stake in MIPC to OOO Gazprom Energoholding, a 100%
subsidiary of OAO Gazprom (BBB/Stable) for RUB98.6 billion and is
pending a revision of MIPC's business plan.  Fitch expects to
review the company's updated business plan and resolve the RWN
within the next three weeks.

Key Rating Drivers

Following the ownership change, we are likely to move to a
bottom-up rating approach based on the standalone profile of
MIPC, which Fitch assess to be in the low 'BB' or high 'B' rating
category, from a top down approach.  Fitch reassessment of the
standalone profile will consider the revised business plan that
it expects from the company in the next two weeks.  Although the
final rating may also incorporate some parental support because
Fitch sees the strategic and operational links with Gazprom
Energoholding as strong, legal ties are limited.  As a result,
the ratings are likely to be downgraded.

Rating Sensitivities

Positive: The ratings are on RWN. As a result, Fitch's
sensitivities do not currently anticipate developments with a
material likelihood, individually or collectively, of leading to
a rating upgrade.

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

   -- Review of the updated business plan confirming Fitch
      assessment of MIPC's standalone profile and a single-notch
      uplift or less reflecting the strength of MIPC's links with
      the parent.

Liquidity and Debt Structure

At end-2013, MIPC had RUB17 billion of short-term debt compared
with RUB2 billion of cash in hand, RUB15 billion of unused credit
facilities where the company does not pay commitment fees.  Most
of the short-term debt comprises loans from state-owned Sberbank,
which are likely to be renewed or extended.  In July 2013 MIPC
redeemed its RUB6 billion local bonds. In 2011-2012, MIPC rolled
over its short-term bank loans and concluded long-term loan
agreements with Sberbank that mature in 2014-2016.  Fitch expects
MIPC to roll over its short-term bank loans in 2014.  Fitch
expects MIPC's free cash flow to remain negative in 2014-2016,
which will likely result in additional funding needs for current
capex plans.

Full List of Rating Actions

Long-term Foreign Currency IDR of 'BB+' maintained on RWN
Long-term Local Currency IDR of 'BB+' maintained on RWN
National Long-term Rating of 'AA(rus)' maintained on RWN
Short-term Foreign Currency IDR affirmed at 'B'
National Short-term Rating of 'F1+(rus)', maintained on RWN

NIZHNIY NOVGOROD: Fitch Hikes Issuer Default Ratings to 'BB'
Fitch Ratings has upgraded the Russian Nizhniy Novgorod Region's
Long-term foreign and local currency Issuer Default Ratings (IDR)
to 'BB' from 'BB-' and affirmed the Short-term foreign currency
IDR at 'B'.  The National Long-term rating has been upgraded to
'AA-(rus)' from 'A+(rus)'.  The Outlooks on the Long-term ratings
are Stable.

The region's outstanding RUB21 billion senior unsecured domestic
bonds' ratings (ISINs RU000A0JR2H0, RU000A0JRWA3, RU000A0JSVD7,
RU000A0JU3B6) were also upgraded to 'BB' from 'BB-' and 'AA-
(rus)' from 'A+(rus)'.


The upgrade reflects the following rating drivers and their
relative weights:

Sound Budgetary Performance

Fitch expects consolidation of region's operating performance
with operating balance around 10%-12% of operating revenue in
2014-2016.  This will be supported by further development of
region's strong tax base and stable flow of transfers from
federal government.  In 2013 the operating balance improved to
10% of operating revenue (2012: 8.1%), exceeding Fitch

Fitch believes that the region will narrow the budget deficit in
the medium-term, which will contribute to deceleration of direct
risk growth.  In 2013 the region posted a deficit at 8.5% of
total revenue, down from 10.6% in 2012.  Fitch assumes the region
will continue to maintain a fairly high level of capex in the
medium-term, ahead of the World Football Championship in 2018 of
which the region will be the host.  The capex will, to a large
extent, be covered by the current balance and earmarked capital
grants from the federal government.

The region's economy is well-developed and diversified. Its GRP
is among the top 15 in Russia.  The administration expects the
economy will continue to expand by an average 4%-5% in the medium
term, which will support tax revenue.  In 2013 GRP increased by
4.2% yoy, according to regional administration, thus far
exceeding the national growth rate of 1.4%.

Nizhniy Novgorod Region's ratings also reflect the following
rating drivers:

Moderate Direct Risk

Fitch expects the region's direct risk will remain moderate and
will not exceed 60% of current revenue in 2016 (2013: 55%).  The
region's portfolio is dominated by issued debt with maturity
until 2020. However, the debt payback ratio (direct risk to
current balance) of 8.1 years in 2013 is higher than its average
debt maturity due to the presence of short-term bank loans in the
region's debt portfolio.  The region would contract short-term
bank loans during year-ends to cover a seasonal cash gap arising
in December, but would then repay the loans from the beginning of
each year ahead of schedule.

Little Immediate Refinancing Risk

The region faces limited refinancing risk in 2014. Contracted and
unutilized credit lines with commercial banks amounted to RUB29
billion, which fully cover RUB24.4 billion of refinancing needs
for 2014. However, for 2014-2016 Nizhniy Novgorod faces
refinancing pressure as 80% of its direct risk matures during
this period.  The region's administration plans to gradually
increase the debt maturity profile by further prioritizing
domestic bonds as a major debt tool.

Institutional Constraints

The ratings are negatively affected by the evolving nature of the
institutional framework for local and regional governments (LRGs)
in Russia.  It has a shorter track record of stable development
than many of its international peers.  The predictability of
Russian LRGs' budgetary policy is constrained by the continuous
reallocation of revenue and expenditure responsibilities within
the government tiers.


Improvement of debt ratios leading to debt coverage matching
average debt maturity, accompanied by continued sound operating
performance, would lead to an upgrade.

Deterioration of operating balance to below 5% of operating
revenue, or deterioration of debt coverage ratio to above 10
years, could lead to a downgrade.

PENZA REGION: Fitch Affirms 'BB' Long-Term IDRs; Outlook Stable
Fitch Ratings has affirmed Russian Penza Region's Long-term
foreign and local currency Issuer Default Ratings (IDRs) at 'BB',
with Stable Outlooks, and Short-term foreign currency IDR at 'B'.
The agency has also affirmed the region's National Long-term
rating at 'AA-(rus)' with Stable Outlook.


The affirmation reflects Penza's sound operating performance,
moderate albeit increasing direct risk.  The ratings also factor
in the small size of the region's economy, which creates
dependence on transfers from the federal government.

Fitch expects that the region will continue to demonstrate a
sound operating balance at around 15% of operating revenue in
2014-2016. This will be supported by the ability of
administration to control the growth of operating expenditure.
Fitch assumes the flow of transfers from federal government will
be stable in the medium term, which will contribute to the
maintenance of sound operating performance. The operating margin
improved to 15.7% in 2013 (2012: 13.1%) exceeding Fitch's
expectations.  The region recorded high deficit before debt
variation at 15% of total revenue in 2013, which was driven by
high capex.

Fitch expects capital expenditure to start to decline in 2014
from a relatively high level in 2011-2013.  This was linked to a
large program of infrastructure modernization in the City of
Penza due to the celebration of its 350-year anniversary in
September 2013. Capital expenditure peaked at 35% of total
spending in 2012, which caused a continuous increase in

Fitch forecasts deceleration of direct risk growth in 2014-2016,
which will reflect lower capex and reduced budget deficit. The
agency expects direct risk will remain moderate in the medium
term and will not exceed 60% of current revenue in 2016.  The
region mostly relies on bank loans with different maturities -
from two to five years.  This makes the region's maturity profile
relatively smooth.

Fitch considers Penza's refinancing risk for 2014 as low.  The
region has to repay RUB3.7 billion of debt obligations in 2014,
which corresponds to 20% of total direct risk.  The risk is
mitigated by the region's contracted credit lines with commercial
banks of RUB3.5 billion as of February 1, 2014, which almost
fully covers the region's needs in refinancing for the current
year.  Fitch assumes bank loans will continue to dominate the
region's debt portfolio in the medium term.

Penza's economy is historically weaker than the average for
Russian regions.  This has led to it having relatively weak tax
capacity compared with national peers.  Current federal transfers
constitute a significant proportion of operating revenue (40% in
2013), which limits the region's revenue flexibility.  During
2011-2013, the regional economy's growth rates exceeded the
national level. The administration estimates gross regional
product increased by 4.1% yoy in 2013.

Rating Sensitivities

The region's ratings could be positively affected by the
maintenance of a sound operating balance and direct risk
stabilization coupled with the lengthening of the direct debt
maturity profile.

Decline of operating balance below 5% of operating revenue and
operating balance insufficient for debt-servicing needs could
lead to a downgrade.

RENAISSANCE FINANCIAL: Fitch Affirms 'B' IDR; Outlook Negative
Fitch Ratings has affirmed Renaissance Financial Holdings
Limited's (the holding company of the Russia-headquartered
investment banking group known as RenCap) Long-term Issuer
Default Rating (IDR) at 'B'.  The Outlook is Negative.


The affirmation reflects Rencap's progress in disposal of its
non-core assets, stabilization of performance and benefits from
support already provided to the company, and potentially
available in the future, from its majority owner Onexim Group

The Negative Outlook reflects risks to the credit profile from
the challenging operating environment and/or potential weakening
of customer confidence, which could put a strain on liquidity.
Capitalization is also weak, given still sizable related party
exposures and non-core assets.

Liquidity is currently reasonable, but there are potential risks.
The put option on a USD255 million Eurobond (remaining
outstanding amount) in April 2014 is by itself of moderate
concern, because RenCap currently has about USD280 million of
non-encumbered cash, plans to recover one related party exposure
for USD245 million and/or may also receive additional funding
from Onexim.

However, liquidity is also vulnerable to shocks on the equity
market, as most operations on both sides of the balance sheet are
collateralized with equities.  A potential sharp and quick market
drop (a protracted fall, even if large, would be less of an
issue) could create a net cash outflow, because there could be a
short-term gap (usually one to two days, according to management)
between the time when the company needs to post additional
collateral on margin calls to market providers of repo funding
and the time when it receives additional collateral under reverse
repo and margin lending from its clients.  Fitch estimates the
current liquidity buffer would allow RenCap to withstand a
significant one-time drop of the stock market of about 20%, but
this resistance could decrease if some liquidity is spent on the
Eurobond repayment and not replenished.

Another possible challenge to liquidity stems from potentially
increased risk aversion with respect to Russia on the part of
global financial institutions, currently comprising about half of
RenCap's repo funding.  If some of these counterparties close
limits, this could force RenCap to seek alternative providers of
funding and/or unwind its reverse repo facilities and margin
lending.  The flexibility to unwind is significant, but
nevertheless limited (Fitch estimates at most to about 80% of
total repo funding) due to some of the repo funding being used to
fund legacy non-core assets, related party exposure and
potentially some less liquid client exposures.

As a mitigant, some support may come from Onexim, which already
provided about USD350 million of emergency support in 4Q12, which
comprised long-term loans and repoable assets and helped to
restore client and counterparty confidence by supportive public
statements. Onexim continues to express its commitment to RenCap
and provides business to the firm engaging RenCap as an advisor
in the group's major transactions. At the same time, there is
still some uncertainty about Onexim's propensity to support over
the long term and in all circumstances.

Fitch views positively RenCap's progress in disposal of its non-
core assets. In 2013, RenCap sold illiquid investments (including
forestry assets, African banks shares and some other assets) for
around their book value of USD214 million.  The remaining legacy
investments of USD223 million in a Ukrainian agro-holding and
USD46 million in Kenyan land will likely be more difficult to
dispose in the medium term.  The Ukrainian asset may also be a
source of negative revaluation in case of prolonged economic
recession in Ukraine.

Profitability is weak, but positively the company managed to
break even in 2013 even after restructuring provisions and non-
core items.  RenCap's revenue base benefited from an increase in
advisory fees generated by several large projects some of which
are brought in by Onexim.  Operating costs decreased by about 30%
mainly due to staff reduction.

Market risk relating to potential proprietary trading is modest,
as RenCap has scaled down these operations, also reflected in low
VaR (USD10 million) and zero net exposure for delta portfolios.
Capitalization is weak, considering significant USD1.1 billion
exposure to an immediate parent entity Renaissance Capital
Investments Limited (RCIL) and its affiliate, and the remaining
USD269 million non-core investments.  This compares with equity
of USD584 million at end-2013. RCIL is fully owned by Onexim and
is a holding company, which owns 100% of RenCap and an 85% share
of RenCredit, a Russian consumer finance bank.  RenCap may
recover USD245 million from RCIL's affiliate in case of need,
while Fitch believes that the unwinding of the remaining RCIL
exposure will ultimately require the sale of RenCredit.


A significant liquidity squeeze, if not remedied in a timely
manner, could result in a downgrade.  If RenCap makes sizable
operating losses which erode capital and could potentially weaken
the propensity of Onexim to stand behind the company, the ratings
could also be downgraded.

If the company continues to generate sustainable positive
operating results and risks to liquidity subside, the Outlook
could be revised to Stable.  Further progress with the sale of
non-core assets would also be rating positive, as would be
support for the company's capitalization, either through further
equity injections or repayment of RCIL's debt to RenCap.

The rating actions are as follows:

  Long-term foreign currency IDR: affirmed at 'B'; Outlook

  Short-term IDR: affirmed at 'B'

Senior unsecured debt Long-term rating of Renaissance Securities
Trading Limited: affirmed at 'B'; Recovery Rating affirmed at

ULYANOVSK REGION: Fitch Revises Outlook to Neg. & Affirms BB- IDR
Fitch Ratings has revised Ulyanovsk Region's Outlook to Negative
from Stable.  The agency has affirmed the region's Long-term
foreign and local currency Issuer Default Ratings (IDRs) at
'BB-', National Long-term rating at 'A+(rus)' and Short-term
foreign currency IDR at 'B'.


The Outlook revision reflects the following rating drivers and
their relative weights:


The region's budgetary performance in 2013 was weaker than
expected with a negative operating balance at 7% of operating
revenue. Fitch expects the operating balance to remain negative
in 2014 before turning slightly positive in 2015.  The sharp
deterioration of operating performance in 2013 was caused by
operating expenditure growth due to the federal government's
decision to increase salary of public sector employees.  The
region also recorded a decline in corporate income tax
collection, due to an economic slowdown and a change in tax
regime that was not compensated by additional transfers from the
federal budget.

Fitch expects Ulyanovsk's direct risk to increase to 50%-55% of
current revenue in 2016 (2013: 41%) as a result of continued
budget deficit.  Fitch estimates that Ulyanovsk will have a
deficit before debt variation of about 10% of total revenue in
2014 (2013: 15.6%) before gradually narrowing to 5%-6% by 2016.
Nevertheless, direct risk is still moderate compared with
international peers. Debt coverage (direct risk/current balance)
will remain low over the medium term, due to a weak current
balance.  This makes the region dependent on access to debt
markets for refinancing debt and capex funding.

Refinancing risk exists over the medium term. The region relies
on mostly bank loans with a three-year maturity and faces
RUB6.9 billion of maturing debt during 2014-2015, equivalent to
56% of total risk at end-February 2014.  The administration
intends to lengthen its debt maturity profile and in December
2013 and January 2014 contracted RUB1.7 billion of credit lines
with local banks with a five-year maturity.  Fitch considers that
Ulyanovsk has fair access to capital markets and does not expect
the region to have refinancing difficulties in 2014.

Ulyanovsk Region's ratings also reflect the following key rating

The region's economy is modest in size and per capita gross
regional product was 20% lower than the national median in 2011.
This has resulted in a low self-financing capacity for capital
outlays and dependence on federal capital grants and external
borrowing. Capital grants from the federal budget covered about
half of the region's capital spending during 2012-2013 and the
remainder was financed by new debt.


A continued negative operating balance, coupled with an inability
to lengthen debt maturity profile, would lead to a downgrade.


CEMEX FINANCE: Fitch Assigns 'BB-/RR3' Rating to Proposed Notes
Fitch Ratings has assigned a rating 'BB-/RR3' (EXP) on a global
scale to the proposed issuance by CEMEX Finance LLC of notes
secured by 300 million euros maturing in 2021 and proposed
issuance of senior secured notes due in 2024 dollars. Both issues
will be guaranteed by CEMEX SAB de CV (CEMEX), CEMEX Mexico, SA
de CV, CEMEX Concrete, SA de CV, Empresas Tolteca de Mexico, SA
de CV, New Sunward Holding BV, CEMEX Spain, SA, CEMEX Asia BV;
CEMEX Corp., CEMEX Egyptian Investments BV, CEMEX Egyptian
Investments II BV, CEMEX France Gestion, CEMEX Research Group AG,
CEMEX Shipping BV, and CEMEX UK.  The guarantees are total and
unconditional for the full payment of principal and interest. The
proceeds from the note issuances will be used for general
corporate purposes and repayment of existing debt.
The Rating Outlook is Stable CEMEX.

Key Rating Factors

Business Position Strong
ratings of CEMEX and its subsidiaries reflect the strong and
diversified business position of the company.  CEMEX is one of
the largest cement, concrete and aggregate producers in the
world. Its main markets include the USA, Mexico, Colombia,
Panama, Spain, Egypt, Germany, France and the UK.  The geographic
and product diversification of the company compensates somewhat
the volatility inherent in the construction products industry.
The contribution to EBITDA of CEMEX's main markets during 2013
was Mexico (30%), United States (25%), Central and South America
(20%), Mediterranean (10%) and Northern Europe (10%).

High Leverage
The high leverage of the company limits its ratings on the level
'B +'. At December 31, 2013 CEMEX's total debt was USD17.6
billion and the balance of cash and cash equivalents at the same
date amounted to USD1.2 billion.  During the fiscal year ended
December 31, 2013 the company generated EBITDA USD2.6 billion,
consistent with the EBITDA recorded in the previous fiscal year,
so that levels of net leverage stood at 6.2x during both periods.

High leverage will remain by the end of 2014
Fitch estimates that leverage CEMEX remain high towards the end
of 2015.  Fitch projects that CEMEX will generate EBITDA of
approximately USD3.1 billion in 2014 and $ 3.3 billion in 2015.
The projections consider net debt of CEMEX will not change
significantly in the next two years despite the expected recovery
in EBITDA due to higher capital requirements work associated with
growth and increases in capital expenditure (capex) and taxes. In
the absence of sales over USD100 million annual assets, Fitch
expects net leverage indicator of CEMEX in 2014 and 2015 will
stand at 4.4x and 5.1x, respectively.  The projected convertible
subordinated notes CEMEX USD715 million due 2015 conversion is a
key to powerful 4.4x net leverage factor in 2015.  During
February, CEMEX announced that holders of convertible bonds by
around USD280 million had agreed to convert the same into shares

Key to North American Market Recovery
Historically the U.S. market has been the most important to the
company.  On a pro forma basis, considering the results of Rinker
had been consolidated during the year 2007, this geography
generated $ 2.3 billion of EBITDA. CEMEX's operations in the U.S.
improved during 2013, generating USD255 million in EBITDA,
slightly below the $ 300 million projected by Fitch.  The company
has high operating leverage, since an increase of USD300 million
in sales resulted in increased EBITDA around USD200 million from
USD43 million registered in 2012.  Fitch believes that the EBITDA
generated by CEMEX's U.S. $ 500 million to improve in 2014 and
USD600 million in 2015.  A key factor for the projected growth in
EBITDA is the gradual recovery of the residential housing sector
in the U.S.. During 2013, sales volumes increased 3% of CEMEX
(cement), 6% (concrete) and 5% (aggregate), while prices for
these products rose 3%, 6% and 5%, respectively.

Debt Amortization Profile Handling
At December 31, 2013 the balance of cash and cash equivalents of
CEMEX was USD1.2 billion.  The payment schedule of the company's
debt is manageable with maturities of only USD382 million by the
end of 2014 and USD1.5 billion in 2015, which correspond to
USD715 million convertible subordinated debentures, of which
USD280 million were converted into shares during February 2014.
The proceeds from this transaction will be used to improve the
debt profile, as CEMEX plans to refinance part of the notes
maturing in 2017, 2018 and 2020.

Prospects of Higher Average Recovery to
CEMEX and its subsidiaries have issued debt through entities
located in Mexico, United States, British Virgin Islands, the
Netherlands and Spain.  Additionally the guarantors of these debt
instruments are domiciled in different countries.  As a result of
the complexity in the structure of debt and equity of the company
and the different legal jurisdictions, Fitch does not consider a
scenario of liquidation (bankruptcy) or insolvency (bankruptcy)
for CEMEX in case of major financial pressures, since creditors
probably not enter into a process with high uncertainty in the
final result.  In Fitch's opinion, the most likely scenario under
greater stress would be a negotiated debt restructuring.  The
rating of debt instruments is above CEMEX's credit rating of
'B +', because the expected recovery is higher than average.

The expected recovery is strengthened by the issuance of
convertible subordinated notes CEMEX by USD2.4 billion, which can
only be replaced by capital or similar equity under the terms of
the Credit (Facilities Agreement) instruments.  Typically, Fitch
limited recovery levels (RR for short) for Mexican corporate
level RR3 considering various factors in the regulatory framework
and treatment of creditors even when the analysis indicates that
it could be higher. The rating of CEMEX has been limited to RR3
level, consistent with a recovery in the range of 50% to 70% by
default (default).

Rating Sensitivity
Several factors individually or collectively could result in a
negative rating action.  These include: drop in CEMEX's
operations in Mexico and Central and South America, which have
been crucial to offset the decline in North Europe and
Mediterranean divisions, lower than expected growth in the U.S.
would have a significant impact on the ability of the company to
generate free cash flow in 2014 and 2015, loss of access to
capital markets during 2014 and 2015.

Factors that individually or collectively could contribute to
positive rating actions include: accelerated recovery of the U.S.
economy that results in generation of free cash flow (FCF)
exceeding USD500 million by 2015, capital gains, or the
conversion of subordinated debt of the company capital.

Fitch currently rates CEMEX as follows:


- Rated Issuer Default Rating (IDR) to Global Scale foreign and
   local currency 'B +';
- Global Scale Rating to Senior unsecured notes 'BB-/RR3';
- Rating National Scale Long-term 'BBB-(mex)';
- National Scale Rating Short-term 'F3 (mex)'.

In addition to the ratings on foreign currency and local CEMEX,
Fitch currently at 'B +' global scale foreign currency to the
following entities that CEMEX has been used to issue debt, as
well as the qualification 'BB-/RR3' for debt instruments issued
by them:

Cemex Spain SA


CEMEX Finance Europe BV, a company domiciled in the Netherlands.

CEMEX Materials Corporation, limited liability company domiciled
in the United States of America.

C5 Capital (SPV) Limited, limited purpose company domiciled in
the British Virgin Islands.

C8 Capital (SPV) Limited, limited purpose company domiciled in
the British Virgin Islands.

C10 Capital (SPV) Limited, limited purpose company domiciled in
the British Virgin Islands.

C-10 EUR Capital (SPV) Limited, a company limited purpose
domiciled in the British Virgin Islands.

GRUPO ALDESA: Fitch Publishes Long-Term 'B' IDR; Outlook Stable
Fitch Ratings has published Grupo Aldesa, S.A.'s Long-term Issuer
Default Rating (IDR) of 'B' with a Stable Outlook.  At the same
time, the agency has published wholly owned subsidiary Aldesa
Financial Services S.A.'s senior secured rating of 'B' and its
prospective EUR250 million senior secured notes' expected senior
secured rating of 'B(EXP)' with Recovery Rating 'RR4'.

Aldesa's ratings reflect the company's small size, as well as its
weak competitive position and operating risk profile.  Fitch's
analysis focuses on cash flow generation at the restricted group
consisting of primarily construction activities.

The agency expects adjusted net leverage to trend around 3.5x and
interest cover at around 2.5x in 2014 and 2015, which is
consistent with the ratings.  Positively, Aldesa has started
diversifying into concessions and international construction
markets, albeit substantially later than peers.  The order book
is now 65% focused on international markets.  The concession
assets held by unrestricted subsidiaries are of mixed quality and
unlikely to support the ratings, and Fitch does not expect
dividends to be up-streamed to the restricted group.

The prospective EUR250 million note rating reflects satisfactory
recovery prospects and limited structural subordination with
Aldesa's senior secured EUR100 million revolving credit facility
ranking pari passu.  The notes will be jointly, severally and
irrevocably guaranteed by Grupo Aldesa SA and its key majority-
owned restricted subsidiaries.  The security package is fairly
weak with a pledge on the parent's and restricted subsidiaries'
shares but there is no fixed asset collateral.  The final
instrument rating assignment is contingent on the final
documentation conforming to information already received.

Fitch adjusts leverage calculations for Aldesa to reflect the
non-recourse nature of concessions by excluding their related
EBITDA and non-recourse debt but including sustainable dividends.
Fitch further adjusts for factoring and restricted cash.


Weak Operating Risk Profile

Following expansion into international markets there has been
increased project concentration.  The top five projects in the
order book represent EUR380 million, equivalent to around 25% of
the total, constituting significant concentration risk.  Fitch
has a positive view on Aldesa's approach to managing contract
risk. However, this does not remove the inherent risks of the
sector that are typically elevated for smaller players.

Solid Track Record

Despite being a second tier construction player in the Spanish
market, Aldesa has demonstrated positive strategic steps that
have helped them avoid financial difficulties suffered by other
competitors.  Aldesa was one of few second tier players to have
diversified materially outside of Spain.  Its focus on civil
works rather than residential construction and development are a
differentiating factor.

International Order Book Growth

The order book grew to EUR1.6 billion at FYE13, up from EUR1.1
billion in the prior year. The order book is now only 35%-focused
on Spain, down from 94% in 2010. New international orders have
more than offset a domestic decline, with the order book
representing around 2.2x revenue, which is strong relative to
peers.  Aldesa's key international markets are Mexico, Peru and
Poland.  However, in an international context Aldesa remains a
small player unable to tender for the largest infrastructure

Stable Outlook

Fitch expects single-digit EBITDA growth in 2014 and 2015, driven
by international projects.  Restricted EBITDA has remained
broadly flat since 2010 at around EUR50 million, with
international growth balanced by a severe contraction in the
Spanish market.  The difficulties from an unwinding of the
domestic construction boom have largely passed.  This severe
contraction in domestic construction activity had been
characterized by working capital outflows and an erosion of
advance payments.  Fitch expects a bottoming-out in working
capital requirements in 2014 and a growing internationally-
focused order book to drive working capital inflows.

Debt-funded Concession Investments

Aldesa started its diversification into concession in 2007, later
than other stronger Fitch-rated peers.  These investments were
partly funded with restricted group debt.  Over this period
Aldesa has invested around EUR200 million in its concession
portfolio and recovered around EUR100 million via up-streamed
dividends or sale proceeds.

Recourse Leverage Contained

Fitch expects adjusted recourse net leverage to trend around 3.5x
in FY14 and FY15. Aldesa has no further equity and capex
commitments to make with respect to its concession portfolio.
This fairly asset-light business going forward should generate
reasonable FCF.  Leverage metrics are consistent with the

Mixed Concession Quality

The concession portfolio is fully operational ranging from toll
roads, schools, hospitals, wind and solar power assets, offering
reasonable diversification.  The strongest asset is a Mexican
toll road (around 50% of book equity value) while other assets
are deemed poor quality by Fitch and located in Spain with a thin
equity buffer.  This portfolio is financed on a project finance
basis by Spanish banks on a non-recourse basis.  The Mexican toll
road is funded by a local project bond rated 'AA(mex)' and
performing well.  The outlook for the renewable Spanish assets is
challenging given subsidy cuts by the government.  The Fitch
rating case expects no dividends to be up-streamed to the
restricted group.

Positive New Funding Structure

The entire restricted group debt structure is to be refinanced
with the EUR250 million seven-year note and a EUR100 million
four-year revolving credit facility (RCF).  This will provide
substantial financial flexibility to the group.  Fitch expects
Aldesa to have around EUR200 million of cash at the restricted
group in FY14 and the EUR100 million RCF undrawn.  This high
level of liquidity serves to backstop existing receivable
factoring lines amounting to EUR66 million at FYE13 and to cover
seasonable movements in working capital that have typically been
around EUR75 million.  A growing order book and concentration on
larger projects may increase seasonal working capital


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

   -- Significant improvement in the operating risk profile
      driven by increased scale and internationalization, and
      lower concentration risk

   -- A material increase in steady, reliable up-streamed
      dividends from the concession operations without a
      re-leveraging of assets

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

   -- Recourse Fitch-adjusted leverage above 4.0x and net
      cover below 2.0x on a sustained basis

   -- Evidence of weakening non-recourse activities or a material
      increase in new concessions leading to equity contributions
      from restricted group cash flow

   -- Weakening liquidity with an increased dependency on
      factoring and short term lines

PESCANOVA SA: Lenders Won't Back Restructuring Plan
Katie Linsell at Bloomberg News reports that lenders to Pescanova
SA, the Spanish fishing company trying to avoid liquidation,
won't back a restructuring plan proposed by shareholders.

According to Bloomberg, two people familiar with the matter said
that creditors will seek to seize control of Pescanova after an
April 15 deadline set by a bankruptcy court for the plans from
shareholders Damm SA, the Spanish brewer, and Luxempart SA.

The people said that the banks plan to find an industrial partner
to manage the company, Bloomberg relates.

The company needs to win agreement from more than 50% of
creditors by April 15 to carry out the restructuring plan,
Bloomberg notes.  Pescanova offered creditors a larger equity
stake in exchange for additional capital under a modified
restructuring proposal published March 19, Bloomberg recounts.

Pescanova had EUR3.25 billion of net debt at the end of 2012,
Bloomberg says, citing a Dec. 10 statement from court-appointed
administrator Deloitte LLP.

                        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

RIVOLI - PAN EUROPE 1: Fitch Affirms 'CCC' Rating on Cl. C Notes
Fitch Ratings has affirmed Rivoli - Pan Europe 1 Plc's floating-
rate notes due 2018 as follows:

   -- EUR163.9m Class A (XS0278734644) affirmed at 'BBBsf';
      Outlook Negative

   -- EUR42.8m Class B (XS0278739874) affirmed at 'Bsf'; Outlook

   -- EUR23.6m Class C (XS0278741771) affirmed at 'CCCsf';
      Recovery Estimate (RE) 10%


The affirmation reflects the re-gearing of the IBM lease in Santa
Hortensia and the full repayment of the EUR113.4 million Parque
Principado loan (both of which were expected by Fitch).  It also
addresses the stable performance of the Blue Yonder and Rive
Defense loans (although the latter is in safeguard proceedings).
The EUR69.8 million Rive Defense loan (a 50% syndication of a
larger facility) remains in special servicing and safeguard.  As
part of the safeguard plan (which was approved by the creditors'
committee and the courts), the facility was extended by three
years from July 2013.  At that date, overdue interest of EUR2
million was paid as a condition of the extension. All surplus
income (net of paying off a EUR7 million building permit and
quarterly amortization of EUR0.75 million) is swept to amortize
the whole loan.

If the facility remains outstanding after the extension period,
or if any milestones (regarding re-letting and sales strategy)
are missed, the trustee will take control of the underlying
asset, an office property in Paris, which would likely lead to
enforcement. Securing new tenants for the space formerly occupied
by Coface (and the units to be vacated by SFR/Vivendi at expiry
in 2018) will be key for full loan redemption, despite a moderate
reported loan-to-value ratio (LTV) of 77%.

The EUR60 million Blue Yonder loan has amortized by EUR6.2
million since the last rating action in April 2013.  The loan is
secured on seven office/industrial buildings located at Schiphol
Airport (Amsterdam) and held on leaseholds (or similar) expiring
between 2017 (for the most significant asset) and 2040.  Fitch
considered the worst case scenario in which the unrated tenant
(KFL/Royal Dutch Airlines) vacates the premises either upon
expiry of the occupational lease in 2018 or upon defaulting.
With little additional credit to income warranted given the
ground lease structure, this would likely lead to significant
losses on the class C notes.

The EUR103.8 million Santa Hortensia loan, secured on IBM's
Madrid headquarters, was restructured at the original loan
maturity of January 2013.  In November, IBM signed a 10-year
lease extension at an annual rent of EUR9.6 million.  In January
2014, the loan was partly repaid with EUR3.8 million of trapped
cash and the borrower transferred EUR3.5 million of cash into the
capex facility, as agreed in the restructuring. An updated
valuation (including the lease extension) estimated value at
EUR120 million, bringing the LTV to 83%. Fitch expects full loan


Fitch estimates 'Bsf' recoveries of EUR209 million.
Failure to secure new tenants for Rive Defense by extended loan
maturity could result in a downgrade.

SPAIN: Proposes EUR2.3-Bil. Rescue for Failed Motorways
Sonya Dowsett at Reuters reports that Spain has proposed a
EUR2.3-billion (US$3.2 billion) rescue of nine failed motorways
in the latest state bail-out linked to the excesses of the
country's property and construction boom.

According to Reuters, two sources with knowledge of the matter
said on Tuesday the government plans to create a state company to
house the failed toll roads, which will issue a 30-year bond of
around EUR2.3 billion to pay the motorways' debt while forcing a
50% haircut on creditor banks.

Reuters relates that one of the sources said the bond will have a
coupon of at least 1 percent with a variable component linked to
the traffic flow on the rescued roads.

The sources, as cited by Reuters, said that the government
representatives of the Treasury and Public Works Ministries met
with representatives of the six Spanish banks implicated --
Santander, BBVA, Bankia , CaixaBank, Sabadell and Popular to put
forward the proposal on Tuesday.

Banks have until Monday to respond to the proposal, one of the
sources said, but are likely to sign off on the arrangement as
they have already largely provisioned for the billions lost
through lending money for the motorways to be built, Reuters

U N I T E D   K I N G D O M

AUBURN SECURITIES: Fitch Affirms 'BB+' Rating on Class E Certs.
Fitch Ratings has affirmed Auburn Securities 3 plc, Auburn
Securities 4 Plc, Auburn Securities 6 Plc and Auburn Securities 7

The transactions comprise loans originated by Capital Home Loans
(CHL, not rated).

Key Rating Drivers

Diverging Asset Performance
Auburn 3 has continued to perform well, with loans in arrears by
more than three months (3M+) limited at 0.4% of current
collateral balance.  Subsequently, no property has been taken
into possession since April 2012, further limiting the
outstanding balance of properties in possession and losses
resulting from the sale of these properties to 25bps and 5bps of
the original balance, respectively.  Meanwhile, 3M+ arrears in
Auburn 6 and 7 have remained marginally higher compared with the
majority of other Fitch-rated UK buy-to-let (BTL) transactions,
but have trended downwards in recent quarters.  As of February
2014, 3M+ arrears stood at 0.8% and 0.7% of the outstanding
collateral balances.

Considering the high volumes of BTL loans in the underlying
collateral of the Auburn series, CHL utilizes receiver of rents
(ROR) in its management of arrears cases.  As of the latest
payment date, ROR cases make up between 0% (Auburn 3) and 2.4%
(Auburn 7) of the outstanding Auburn portfolio balances.  As
performing loans under the ROR policies are excluded from
published arrears figures, Fitch has increased the default
probability of these cases in its analysis to account for the
possibility of the loans falling back into arrears.

Additionally, as a result of underlying loans being originated
predominantly at the peak of the market, Auburn 6 and 7 have
incurred relatively higher losses on properties sold.  To date
the weighted average loss severities are 35% and 40%,
respectively, compared with 21% and 16% in Auburn 3 and 4.
Consequently, in its analysis Fitch has applied additional
stresses to its recovery rate assumptions in Auburn 6 and 7.

Limited Excess Spread to Cover Losses
The annualized gross excess spread in Auburn 4, 6 and 7 currently
ranges between 35bps and 54bps of the outstanding pool balances,
which is relatively low compared with other UK BTL transactions
and thus offers limited protection against period losses.  In
particular, despite the robust asset performance, Auburn 3 has
been generating insufficient revenue since 3Q12 and has
consequently been drawing on its reserve fund in order to meet
interest payments due on the notes.  However, monthly utilization
of the reserve fund has remained minimal, not exceeding
GBP25,000. The available reserve fund remains at 97% of its GBP8
million target amount. At the current pace of draw, Fitch
believes that the credit support available to the rated notes
remains sufficient and has therefore affirmed the notes' ratings.

Losses incurred on the sale of properties taken into possession
in Auburn 4 and 7 have also led to marginal reserve fund draws in
the past year.  However, considering the limited volumes of
properties currently in possession (0.2% of current pool
balance), Fitch expects future losses and reserve fund draws to
remain minimal, if any.  Additionally, revenues are expected to
remain fairly stable in the absence of step-up note payments in
Auburn 6 and 7, which have contributed to cash flow reductions in
Auburn 3 and 4.  For this reason, Fitch has affirmed the ratings
of these three transactions with Stable Outlooks.

Interest Rate Mismatch
The Auburn series comprises standard variable rate (SVR) and bank
base rate (BBR) -linked loans, where CHL serves as the fixed and
variable swap counterparty, with Permanent TSB (not rated) acting
as the swap guarantor. Given the ineligibility of both entities,
collateral of GBP6.6 million and GBP40 million is currently being
posted with Barclays Bank plc (A/Stable/F1) for Auburn 3 and 4,
respectively. No collateral is posted for Auburn 6 and 7 as the
swaps are in the money for the swap providers.

In its analysis, Fitch applied further stresses on all four
transactions by reducing the revenue generated by the BBR and
SVR-linked mortgages.  The analysis showed that the resulting
reduction in excess spread has no impact on the notes' ratings.

Rating Sensitivities
Significant increases in defaults and associated losses beyond
Fitch's expectations, particularly as the portfolios continue to
deleverage, could lead to further strains on excess spread and
exacerbate the pace of reserve fund draws.  This could have a
negative impact on the credit support available to the rated
notes resulting in potential negative rating action.

The rating actions are as follows:

Auburn Securities 3 plc:

Class A2 (ISIN XS0157588210): affirmed at 'AAAsf'; Outlook Stable
Class M (ISIN XS0157588723): affirmed at 'AAsf'; Outlook Stable

Auburn Securities 4 plc:

Class A2 (ISIN XS0202810064): affirmed at 'AAAsf'; Outlook Stable
Class M (ISIN XS0202810734): affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0202811039): affirmed at 'AAAsf'; Outlook Stable
Class C (ISIN XS0202811625): affirmed at 'AAsf'; Outlook Stable
Class D (ISIN XS0202812276): affirmed at 'A-sf'; Outlook Stable
Class E (ISIN XS0202812516): affirmed at 'BB+sf'; Outlook Stable

Auburn Securities 6 plc:

Class A (ISIN XS0329737448): affirmed at 'AAAsf'; Outlook Stable

Auburn Securities 7 plc:

Class A (ISIN XS0379615742): affirmed at 'AAAsf'; Outlook Stable

BAUMAX: Rules Out Insolvency; Sells Art Collection
CIJ Journal reports that Baumax's spokeswoman Monica Gruber Vogl
has revealed the DIY is not considering insolvency as a way out
of its current difficulties.

According to CIJ Journal, Ms. Vogl said the company recently put
on sale an art collection of nearly 7,000 works, which intends to
sell to the Austrian state for EUR86 million.  She said that the
funds raised from this sale would facilitate a recovery plan
aimed at putting the company back on track, CIJ Journal notes.

In 2012, the company's losses doubled year-on-year to EUR126
million, CIJ Journal discloses.  The bank creditors have given
the company until September 2016 to review its options, CIJ
Journal states.

LA FITNESS: Creditors Backs Company Voluntary Arrangement
Graeme Evans and Scott Reid at The Scotsman report that
LA Fitness is to push ahead with a restructuring plan that will
see it offload 33 clubs in a bid to slash debts by GBP250

A vote of creditors, including landlords, supported revised lease
terms at a number of clubs under a company voluntary arrangement
(CVA), The Scotsman relates.

It means the firm can refocus on a portfolio of 47 clubs and
secure new lending facilities worth GBP40 million, The Scotsman

Without creditor support for the CVA, accountancy firm Deloitte
warned that the company faced the threat of administration, The
Scotsman relays.

According to The Scotsman, a marketing exercise has now been
started and expressions of interest have been received for all 33
clubs that the Doncaster-based group is selling, including sites
in Glasgow and Milngavie.

LA Fitness is a gym chain.

MOTIVACTION: Enters Into Company Voluntary Arrangement
International Meetings Review reports that MotivAction has struck
a deal with creditors to help clear GBP500,000 of debt.

The company, which saw pre-tax profit fall from GBP103,000 to
GBP53,000 and employed an average of 83 people according to its
2012 accounts, has agreed a Company Voluntary Arrangement (CVA)
with creditors including Performing Artistes and HMRC -- which is
owed GBP418,000, after a restructure last month, International
Meetings Review discloses.

According to International Meetings Review, under the terms of a
CVA, creditors are repaid over a fixed period, as long as 75% of
all creditors agree to the repayment schedule.

International Meetings Review relates that David Buxton, the
company's managing director said he was seeking further
investment "to move the company forward" after scaling back work
on "low-value" and public events.

MotivAction is a Hertfordshire-based event management agency.

WESTPIER CONSULTANTS: High Court Winds Up Rare Earth Metal Agent
Westpier Consultants Limited and Global Metal Exchange Limited,
two companies that sold rare earth metals at hugely inflated
prices to the public while grossly exaggerating the rate of
return on investment, were wound up in the High Court on 12 March
2014, following an investigation by the Insolvency Service.

The two companies, which sold the rare earth metals on behalf of
suppliers Denver Trading Limited and Denver Trading AG, inflated
the price by between 300 to 500 percent, while promising a return
on investment of around 200 percent in two years.

The Denver companies are themselves currently in provisional
liquidation following Insolvency Service petitions to wind the
companies up presented at the High Court on Dec. 18, 2013.

In reality, customers had almost no prospect of making any
investment returns, given the huge mark ups they paid for their
purchases. One investor who tried to sell the stock he had bought
through Westpier Consultants Limited was told that the selling
price was just 10 percent of his original investment.

David Hill, a Chief Investigator at the Insolvency Service, said:

"These two companies were carrying out the ultimate scam. Not
only did they sell the rare earth metals at an inflated price,
they also lured investors in by promising high yields once the
stock was sold which was just hot air.

"The court has taken a dim view of this behaviour and wound up
the companies, a result would-be scammers should take seriously."

Both companies took up to 50 percent of the selling price as
fees, most which was used to pay commissions to sales staff. The
companies also lied to customers about the size of their
commission while customers had no access to their stock as it was
held in the name of either of the Denver companies.

Westpier Consultants Limited also promoted an unauthorised
collective investment scheme, by selling of part ownership of
mining rights in gold mines in Ecuador. The promotion and sale of
collective investment schemes are controlled by the Financial
Conduct Authority (FCA).

The FCA has issued a warning concerning companies that have
approached individuals to sell precious metals as an investment,
using high pressure sales tactics and targeting vulnerable
consumers. The warning set out that the Authority had yet to see
any convincing evidence that there is a viable market for retail
investors to make money from investments in rare earth metals.
FCA warnings are posted on the website

Westpier Consultants Limited traded from St Albans, and was
managed by Adrian Taylor.


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

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

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

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  Go to 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,

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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