TCREUR_Public/140328.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Friday, March 28, 2014, Vol. 15, No. 62

                            Headlines

F I N L A N D

UPM-KYMMENE CORP: S&P Alters Outlook to Pos. & Affirms 'BB' CCR


G E R M A N Y

APCOA PARKING: Judge Orders Creditors to Vote on Debt Extension
FRESENIUS SE: S&P Rates EUR500MM Unsecured Bonds 'BB+'
RENA: Starts Insolvency Proceedings Under Self-Administration
SUEDZUCKER AG: S&P Revises Outlook to Stable & Affirms BB+ Rating


I R E L A N D

ATLAS VI CAPITAL: S&P Affirms 'B' Ratings on 2 Note Classes
AVOCA CAPITAL X: S&P Affirms 'BBsf' Rating on Class E Notes
DEKANIA EUROPE: S&P Affirms 'CCC-' Ratings on 5 Note Classes


I T A L Y

UNICREDIT: Fitch Rates Tier 1 Capital Notes 'BB-(EXP)'


N E T H E R L A N D S

DALRADIAN EUROPEAN: Moody's Lifts Rating on EUR4MM Notes to 'B2'
DUCHESS V CLO: S&P Lowers Rating on Class E Notes to 'CCC'
WOOD STREET: S&P Lowers Rating on Class E Notes to 'CCC-'


N O R W A Y

EKSPORTFINANS ASA: S&P Puts 'BB+/B' Ratings on Watch Negative


R U S S I A

BANK ROSSIYA: S&P Revises Outlook to Neg. & Affirms 'BB-' Rating
HMS HYDRAULIC: S&P Affirms 'B' LT Credit Rating; Outlook Stable
RUSNANO: S&P Revises Outlook to Negative & Affirms 'BB+/B' CCRs


S P A I N

BANCO DE SABADELL: Fitch Affirms Then Withdraws 'BB+' LT IDR
BANCO POPULAR: Fitch Affirms 'BB+' LT Issuer Default Rating
VIVIENDAS SOCIALES: Fitch Withdraws 'BB' Issuer Default Ratings


U K R A I N E

UKRAINE: Reaches Preliminary Deal with IMF on US$27BB Bailout


U N I T E D   K I N G D O M

CARLYLE GLOBAL: Moody's Assigns B2 Rating to EUR10.9MM Sr. Notes
ENQUEST PLC: Moody's Assigns 'B1' Corp. Family Rating
ENQUEST PLC: S&P Assigns 'B+' CCR & Rates US$500MM Notes 'B'
EXETER BLUE: Fitch Cuts Rating on Class E Notes to 'CCCsf'
HELLERMANNTYTON GROUP: S&P Assigns BB Rating to EUR230MM Facility

LLOYDS BANKING: Fitch Lifts Subordinated Debt Ratings to 'BB'
RANGERS FOOTBALL: Posts GBP3.5MM Losses in 6-Mos. Ended Dec. 31
THOMAS BOLTON: In Administration; Put Up for Sale


X X X X X X X X

* BOOK REVIEW: MERCHANTS OF DEBT


                            *********


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UPM-KYMMENE CORP: S&P Alters Outlook to Pos. & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Finland-based forest and paper products company UPM-
Kymmene Corp to positive from stable.  At the same time, S&P
affirmed its 'BB/B' long- and short-term corporate credit ratings
on UPM and its 'BB' issue rating on UPM's senior unsecured debt.
The recovery rating on the senior unsecured debt is unchanged at
'3', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.

The outlook revision primarily reflects S&P's expectations that
ongoing cost cutting and expansion investments will lead to a
profitability improvement in the coming years.  S&P thinks that
UPM's current actions might offset the structural weaknesses in
the European paper operations (about 50% of sales and 20% of
EBITDA in 2013), which face a challenging market due to falling
demand and structural overcapacity.

"We assess UPM's business risk profile as "satisfactory,"
supported by UPM's large proportion of earnings stemming from
very profitable pulp and energy operations.  It is further
supported by its position as one of the world's largest forest
and paper products companies and its better-than-average cost
position in the paper division.  These strengths are partly
offset by the inherent cyclicality present in several of UPM's
business segments, including pulp and energy, and the currently
challenging operating environment for its European paper
segment," S&P said.

UPM's "significant" financial risk profile reflects S&P's view of
its volatile and cyclical cash flow generation and a history of
recurring periods with pressured credit metrics.  These
weaknesses are partly offset by S&P's expectation of positive
discretionary cash flow generation, low interest costs, and
prudent liquidity management.

"The combination of a "satisfactory" business risk profile and a
"significant" financial risk profile results in our anchor score
of 'bb+', as we assess UPM's business risk profile to be on the
lower end of the "satisfactory" category.  We adjust down our
ratings on UPM by one notch due to our negative comparable
ratings analysis.  The negative assessment reflects our view that
UPM's business risk profile is constrained by its large exposure
to European paper markets and its earnings' high sensitivity to
paper prices in the region (a 10% change in European paper prices
would lead to a EUR553 million change in operating profit)," S&P
noted.

The positive outlook reflects that there is at least a one in
three likelihood that S&P could raise the rating to 'BB+' within
the next 12-18 months, if S&P assess that the profitability risks
associated with UPM's large exposure to the European paper
markets have declined or that they can be adequately offset by
the growth investments that UPM will implement in 2014 and 2015.

S&P could raise the rating by one notch if UPM's European paper
segment stabilized and improved its profitability in 2014.  This
will likely be the result of additional market-wide capacity
closures, leading to price increases and UPM's ability to deliver
its internal cost-cutting program.  While any upgrade would be
driven mostly by S&P's assessment of business risk, it would
expect UPM to maintain credit metrics comfortably within the
"significant" financial risk profile, for example a ratio of FFO
to debt of about 25%.

S&P could revise the outlook back to stable if it saw no tangible
long-term improvement in UPM's profitability and if European
paper markets continued to be weak with little room for
improvement.  S&P could also revise the outlook to stable if
UPM's credit metrics weakened, despite an improvement in
profitability, for example due to an unexpected large acquisition
or excessive shareholder returns.



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APCOA PARKING: Judge Orders Creditors to Vote on Debt Extension
---------------------------------------------------------------
Julie Miecamp at Bloomberg News reports that a London judge
ordered Apcoa Parking AG's creditors to vote on an extension of
about EUR640 million (US$883 million) of loans.

According to Bloomberg, Apcoa said in court documents that for a
hearing on Wednesday, the company, which is owned by Eurazeo SA,
is seeking to push back loans due April 25 to July 25 using a
"scheme of arrangement" process under British law.

Apcoa is also asking for an option to extend the loans to
Oct. 25, Bloomberg relays.

The company will be unable to repay their loans next month
and negotiations need more time, Bloomberg says, citing the
company's court filing.

Bloomberg relates that Eurazeo said Apcoa is seeking to reduce
debt by at least EUR320 million as part of the restructuring.

Typically a scheme of arrangement requires approval from 75% of
creditors, Bloomberg notes.

APCOA Parking AG is Europe's longest-established full service
parking management company, managing over 860,000 parking spaces,
across 15 countries and with around 4,500 employees.  It is
headquartered at Stuttgart Airport in Germany.


FRESENIUS SE: S&P Rates EUR500MM Unsecured Bonds 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB+' issue rating to the EUR500 million unsecured synthetic
convertible bonds to be issued by Germany-based health care
company Fresenius SE & Co. KGaA (FSE).  At the same time, S&P
assigned its recovery rating of '4' to the bonds, reflecting its
expectation of average (30%-50%) recovery for debtholders in the
event of a payment default.  The ratings on the debt are subject
to S&P's review of the final documentation.

FSE plans to use the synthetic convertible bonds to partly fund
its EUR3.07 billion purchase of the majority of German health
care provider Rhon-Klinikum's hospitals.

S&P understands that FSE will also issue unrated Euro Notes
("Schuldscheindarlehen"), which it will use primarily to
refinance upcoming maturities of similar instruments and offset
drawings on the incremental revolving credit facility.

The issue and recovery ratings on all other debt instruments
issued by FSE and its subsidiaries remain unchanged.

Recovery Analysis

Both the new notes will be guaranteed by subsidiaries Fresenius
Kabi AG and Fresenius ProServe GmbH, which also guarantee the
existing unsecured debt.  Therefore, for S&P's analysis, it
considers that the proposed notes will rank pari passu with the
existing unsecured debt.

The documentation for the convertible bonds contains a negative
pledge provision for FSE and any material subsidiary, restricting
capital market indebtedness only.  In S&P's view, the restriction
on further debt is relatively weak compared with the other
existing unsecured bond documentation.  The documentation also
contains provisions for the guarantees to fall away upon
repayment or refinancing of certain debt, although this is
similar to the terms of recent senior unsecured notes issuance.

S&P has revised its valuation assumptions to factor in the
additional unsecured debt.  The stressed enterprise value is
relatively unchanged at EUR5.9 billion at the point of S&P's
hypothetical default in 2018, based on a stressed EBITDA multiple
of 6.5x.

From the stressed enterprise value, S&P deducts priority
liabilities of about EUR1.05 billion -- mainly comprising
enforcement costs, pension liabilities, debt at the subsidiary
level, and finance leases -- and arrive at a net stressed
enterprise value of about EUR4.85 billion.

This value is available for EUR3.30 billion of senior secured
debt outstanding, including six months of prepetition interest.
Although coverage is more than 100%, S&P caps the recovery rating
on the senior secured debt at '2', indicating its expectation of
substantial (70%-90%) recovery prospects in the event of a
default.  S&P's cap reflects its view that the structural and
contractual seniority of the senior secured debt, and the
recovery value available, is unlikely to be sufficient to
maintain any upward notching of the issue rating in the event
that S&P raises the corporate credit rating on FSE to 'BBB-'.

S&P calculates EUR1.55 billion of residual value for the
EUR4.24 billion of senior unsecured debt outstanding, including
six months of prepetition interest.  This equates to a recovery
rating of '4' on the senior unsecured debt, indicating S&P's
expectation of average (30%-50%) recovery prospects in the event
of a default.


RENA: Starts Insolvency Proceedings Under Self-Administration
-------------------------------------------------------------
Mark Osborne at PV-Tech reports that RENA has started insolvency
proceedings under self-administration as it attempts to
restructure after failing to gain a financing solution for debts
encountered at a subsidiary, SH+E.

The company said the insolvency proceedings only related to
German operations of RENA GmbH, while other domestic and foreign
subsidiaries of the RENA Group would continue operating as
normal, PV-Tech relates.

According to PV-Tech, the company stressed that business at RENA
GmbH and the other RENA Group companies had been improving with
new orders received totalling around EUR22 million with and an
order backlog of around EUR100 million.

The company, however, has announced that Eckhard Rau had stepped
down as chief financial officer with immediate effect, due to
personal reasons, but would continue to focus on handling the
insolvency proceedings and future of SH+E, PV-Tech notes.

RENA GmbH has appointed the restructuring expert Thomas Oberle
from the law firm Wellensiek to the management team to support
the company through the restructuring efforts, PV-Tech relates.

RENA is a wet chemicals equipment processing specialist.


SUEDZUCKER AG: S&P Revises Outlook to Stable & Affirms BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on German sugar and related agro products manufacturer
Suedzucker AG to stable from positive.  At the same time, S&P
affirmed the 'BBB+' long-term and 'A-2' short-term corporate
credit ratings.

S&P also affirmed its 'BBB+' issue rating on Suedzucker's
unsecured notes and its 'BB+' issue rating on the subordinated
notes.

The outlook revision reflects S&P's view that the company's debt-
protection metrics are unlikely to sustainably improve to the
level consistent with a "minimal" financial risk profile, which
would be required for an upgrade to an 'A-' rating.  This comes
as a result of a softened price environment in the EU sugar
market and some additional cash outflows for Suedzucker, such as
a EUR196 million fine linked to anti-trust proceedings.  S&P now
anticipates that the ratio of adjusted funds from operations
(FFO) to debt will be below 50% in the coming years, compared
with a 60% minimum threshold for a "minimal" financial risk
profile.  The fine payment, as well as the recent Agrana share
purchase, has absorbed the company's discretionary cash flows and
limited its ability to counteract EBTIDA declines as S&P
originally expected, while sugar price declines are more
pronounced than it expected.

S&P anticipates an EBITDA decline of more than 20% in fiscal 2014
(year ended Feb. 28, 2014), but believe EBITDA will then
stabilize in the coming years.  S&P forecasts metrics remaining
commensurate with a 'BBB+' rating, with debt to EBITDA of less
than 2.0x and FFO to debt close to 45%.

"Our base-case scenario incorporates our key assumption that
quota sugar prices in the EU have declined for the current
harvest and production cycle (October 2013 to September 2014).
Additionally, the 2013 harvest in Europe was weak and outstanding
inventory balances in the market were high, while the EU
converted part of nonquota sugar into quota sugar and tendered
import offers from countries which don't have duty-free and
quota-free access to the EU sugar market under partnership
agreements.  This has put additional pressure on Suedzucker's
results in fiscal 2014.  We anticipate total revenue declining by
3% in fiscal 2014 and EBITDA margins declining to less than 13%,"
S&P said.

"At the same time, we believe that world, and consequently EU,
sugar prices are unlikely to decrease further in the next harvest
and production period (2014-2015), because the current level of
world sugar prices is close to the cost of sugar production in
major sugar-exporting countries such as Brazil.  Also, we expect
the harvest to normalize next year and consider new trade import
agreements unlikely.  Consequently, we forecast that revenue and
margin will remain roughly flat in the next fiscal year, with
some upside potential the year after," S&P added.

S&P also notes that the current EU sugar regime was extended only
until 2017, which creates uncertainty beyond that year.

In fiscal 2014 and the following years, S&P expects the full
effect of softening sugar prices to be only partly offset by
increased contribution to the group's earnings from the special
products divisions and the ethanol segment and continuing strong
operating performance in the juice segment.

The stable outlook reflects S&P's expectation that Suedzucker
will maintain its debt protection metrics comfortably in line
with a "modest" financial risk profile, an adjusted FFO-to-debt
ratio in the range of 45%-60% and an adjusted debt-to-EBITDA
ratio in the range of 1.5x-2.0x.  S&P expects the company to
continue to perform soundly, generating solid positive free cash
flow, despite negative working capital movements and moderately
increased capital expenditures.

An upgrade is remote, given S&P's estimation of the company's
ratios currently being in the lower part of the range
commensurate with the current rating.  Upside rating momentum
might appear only if debt protection ratios improve comfortably
to the level commensurate with a "minimal" financial risk
profile -- adjusted FFO to debt more than 60% and debt to EBITDA
of less than 1.5x -- and if the company's financial policy
included commitment to maintain ratios at that level.

S&P might consider a downgrade if the company was unable to
consistently maintain FFO to debt of more than 45%.  This might
happen if free operating cash flow generated by the company was
not channeled into moderating its nominal debt burden and instead
was spent on acquisitions, dividends, or share purchases, or
absorbed by exceptional items such as the recent fine payment.



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ATLAS VI CAPITAL: S&P Affirms 'B' Ratings on 2 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue ratings on
the series 2011-1 class A US$125 million principal-at-risk
variable-rate notes, on the series 2011-1 class B $145 million
principal-at-risk variable-rate notes, and on the series 2011-2
class A EUR50 million principal-at-risk variable-rate notes
issued by Atlas VI Capital Ltd.  The bonds had annual resets of
the probability of attachment.  In each case, the probability of
attachment was reset to a percentage consistent with the
transaction documents and the current rating.  In addition, S&P
reviewed the creditworthiness of SCOR Global P&C SE and the
ratings on the collateral that will be used to redeem the
principal on the redemption date, or the rating on the repurchase
counterparty as applicable.

RATINGS LIST

Ratings Affirmed

Atlas VI Capital Ltd.
Series 2011-1 Class A     B(sf)
Series 2011-1 Class B     B+(sf)
Series 2011-2 Class A     B(sf)


AVOCA CAPITAL X: S&P Affirms 'BBsf' Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Avoca
Capital CLO X Ltd.'s class A, B, C, D, and E notes following the
transaction's effective date as of Feb. 20, 2014.

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

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

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

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

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

In S&P's published effective date report, it discusses its
analysis of the information provided by the transaction's trustee
and collateral manager in support of their request for effective
date rating affirmation.  In most instances, S&P intends to
publish an effective date report each time it issues an effective
date rating affirmation on a publicly rated European cash flow
CLO.

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

RATINGS LIST

Avoca Capital CLO X Ltd.
EUR310.75 Million Senior Secured Floating-Rate Notes
and Subordinated Notes

Class        Rating

Ratings Affirmed

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


DEKANIA EUROPE: S&P Affirms 'CCC-' Ratings on 5 Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes in Dekania Europe CDO II PLC.

Specifically, S&P has:

   -- Raised its rating on the class A1 notes;
   -- Lowered its ratings on the class A2-A and A2-B notes;
   -- Affirmed its ratings on the class B, C, D1, D2, E, P Combo,
      and Q Combo notes; and
   -- Withdrawn its rating on the class R Combo notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the Jan. 31, 2014 trustee report.

Dekania Europe CDO II is a cash flow collateralized debt
obligation (CDO) securitizing a portfolio of subordinated debt
securities (issued primarily by European insurance, bank, and
homebuilding companies), hybrid capital bonds, and perpetual
securities.  The transaction closed in September 2006.  The
reinvestment period ended in September 2010 and since then, the
issuer has used all scheduled principal proceeds to redeem the
notes in the transaction's documented priority of payments.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents S&P's estimate of the maximum level of gross defaults,
based on its stress assumptions, that a tranche can withstand and
still fully repay the noteholders.  S&P used the portfolio
balance that it considers to be performing, the reported
weighted-average spread, and the weighted-average recovery rates
that S&P considered to be appropriate.  S&P incorporated various
cash flow stress scenarios using its standard default patterns,
levels, and timings for each rating category assumed for each
class of notes, combined with different interest stress scenarios
as outlined in our criteria.

Based on the trustee report, only the class A notes are currently
passing their overcollateralization tests.  At the time of S&P's
July 20, 2012 review, both the class A and B notes were passing
their tests.  The class C, D, and E notes have continued to fail
their tests as of January 2014.

The collateral pool's reported weighted-average spread has
increased to 3.91% from 3.49% since our previous review (compared
with a covenanted spread of 2.85%).  This increase in spread
benefits the notes and allows them to achieve higher BDRs.  The
pool's percentage of 'CCC' rated assets (debt obligations of
obligors rated 'CCC+', 'CCC', or 'CCC-') has decreased to 1.63%
from 13.99% since S&P's last review.  This has resulted in lower
scenario default rates (SDRs), in S&P's view.  The SDR is the
minimum level of portfolio defaults that S&P expects each CDO
tranche to be able to support the specific rating level using its
CDO Evaluator.  However, defaulted assets have increased to
EUR48.5 million as of January 2014, from EUR36.5 million at the
time of S&P's last review.

The transaction's exposure to assets domiciled in lower-rated
sovereigns (Portugal and Spain) is less than 5% of the portfolio
balance.  As this is less than 10% of the portfolio balance, S&P
has not applied any additional stresses in its cash flow
analysis.

In S&P's analysis, it also tested the sensitivity of all classes
of notes, by applying high correlation and lower recovery
sensitivity tests at each rating level.

Assured Guaranty (UK) Ltd. issued a financial guarantee for the
benefit of the class A1 notes at closing.  Under the guarantee,
the guarantor guarantees the timely payment of interest and the
ultimate principal repayment on the class A1 notes.

As these notes are guaranteed, S&P's rating on this class of
notes does not reflect its credit and cash flow assumptions.
Instead, S&P applies its guarantee criteria.

On March 18, 2014, S&P raised its ratings on Assured Guaranty
(UK) to 'AA' from 'AA-'.  Based on the maximum ratings that could
be achieved under the guarantee and the fact that there have been
no changes to the transaction documents outlining this guarantee
on the class A1 notes, S&P has raised to 'AA (sf)' from 'AA-
(sf)' its rating on the class A1 notes.

Based on the latest trustee report, the outstanding principal
balance of the class R combination notes has decreased to zero.
S&P has withdrawn its rating on the class R combination notes
after receiving confirmation from the transaction participants,
including the trustee, that the notes have decoupled into their
respective components.

Dekania II entered into an interest rate hedge in 2006.  As the
downgrade provisions in the swap agreement do not comply with
S&P's current counterparty criteria, the maximum rating that the
notes can achieve is no higher than one notch above the rating on
the counterparty, Bank of America Corp (A-/Negative/A-2).

S&P considers the available credit enhancement for the class A2-A
and A2-B notes to be commensurate with lower ratings than
previously assigned.  With higher defaults, and no recoveries on
these defaulted assets as confirmed by the manager, the cash
flows now pass at 'BBB+' rating levels.  S&P has therefore
lowered to 'BBB+ (sf)' from 'A- (sf)' its ratings on the class
A2-A and A2-B notes.

S&P considers that the available credit enhancement for the class
B, C, D1, D2, E, P Combo, and Q Combo notes is commensurate with
S&P's currently assigned ratings.  S&P has therefore affirmed its
ratings on these classes of notes.

RATINGS LIST

Class                  Rating
               To                  From

Dekania Europe CDO II PLC
EUR315 Million Fixed- And Floating-Rate Notes

Rating Raised

A1             AA (sf)             AA- (sf)

Ratings Lowered

A2-A           BBB+ (sf)           A- (sf)
A2-B           BBB+ (sf)           A- (sf)

Ratings Affirmed

B              BBB- (sf)
C              B (sf)
D1             CCC- (sf)
D2             CCC- (sf)
E              CCC- (sf)
P Combo        CCC-p (sf)
Q Combo        CCC- (sf)

Rating Withdrawn

R Combo        NR                  CCC- (sf)

NR--Not rated.



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UNICREDIT: Fitch Rates Tier 1 Capital Notes 'BB-(EXP)'
------------------------------------------------------
Fitch Ratings has assigned UniCredit's (BBB+/Negative/F2/bbb+)
planned issue of additional Tier 1 capital notes an expected
rating of 'BB-(EXP)'.

The final rating is contingent upon the receipt of final
documents conforming to information already received.

Key Rating Drivers

The notes are CRD IV compliant, deeply subordinated additional
Tier 1 fixed rate resettable debt securities, with a call after
10 years.  The notes are subject to write-down if UniCredit's
consolidated or unconsolidated Common Equity Tier 1 (CET1) ratio
falls below 5.125% (end-2013 consolidated CET1 ratio was 9.36% on
a fully-loaded basis and the parent-only Core Tier 1 Basel 2.5
ratio was 26.6% at the same date), and any coupon payments may be
cancelled at the full discretion of the issuer.

In accordance with Fitch's criteria for 'Assessing and Rating
Bank Subordinated and Hybrid Securities', the rating assigned to
the notes is notched off UniCredit's stand-alone creditworthiness
as represented by its Viability Rating (VR), currently at 'bbb+'.
The notching reflects the notes' higher expected loss severity
relative to senior unsecured creditors (two notches) and higher
non-performance risk (three notches).

The 5.125% trigger only refers to a write-down of the notes and
Fitch believes that the Italian regulator would demand coupon
deferral well before UniCredit hits the 5.125% threshold.
However, Fitch believes that UniCredit's current fully-loaded
CET1 ratio combined with its plans to return to profitability in
the next three years, provide a sufficient CET1 capital buffer to
limit the notching for non-performance risk to three notches.
Fitch views the targeted profitability plans as viable,
particularly given the significant loan impairment charges
expensed in 2013 to reduce the underlying credit risk of its
impaired exposure and which are likely to be a one-off.

Fitch has assigned 50% equity credit to the securities. This
reflects Fitch's view that the 5.125% trigger is not so distant
to non-viability, which limits the instrument's "going concern"
characteristics. It also reflects the notes' full coupon
flexibility, their permanent nature and the subordination to all
senior creditors.

Rating Sensitivities

As the notes are notched from UniCredit's VR, the expected rating
assigned to the notes is broadly sensitive to the same factors as
those that would affect UniCredit's VR.  The notes' rating is
also sensitive to any change in notching that could arise if
Fitch changed its assessment of the probability of the notes'
non-performance risk relative to the risk captured in UniCredit's
VR.



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


DALRADIAN EUROPEAN: Moody's Lifts Rating on EUR4MM Notes to 'B2'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Dalradian European CLO
II B.V:

EUR31.83M Class B Deferrable Secured Floating Rate Notes due
2022, Upgraded to Aaa (sf); previously on Jul 16, 2013 Upgraded
to Aa1 (sf)

EUR23.81M Class C Deferrable Secured Floating Rate Notes due
2022, Upgraded to Aa3 (sf); previously on Jul 16, 2013 Upgraded
to Baa1 (sf)

EUR25.8M Class D Deferrable Secured Floating Rate Notes due
2022, Upgraded to Ba1 (sf); previously on Jul 16, 2013 Upgraded
to Ba2 (sf)

EUR15M (Current Outstanding Balance: EUR13.8M) Class E
Deferrable Secured Floating Rate Notes due 2022, Upgraded to B1
(sf); previously on Jul 16, 2013 Upgraded to Caa1 (sf)

EUR6M (Current Rated Balance: EUR4.6M) Class P Combination Notes
due 2022, Upgraded to Aa3 (sf); previously on Jul 16, 2013
Upgraded to Baa1 (sf)

EUR4M (Current Rated Balance: EUR2.3M) Class T Combination Notes
due 2022, Upgraded to B2 (sf); previously on Jul 16, 2013
Upgraded to Caa2 (sf)

EUR7M (Current Rated Balance: EUR5.2M) Class W Combination Notes
due 2022, Upgraded to Baa1 (sf); previously on Jul 16, 2013
Upgraded to Baa3 (sf)

Moody's also affirmed the ratings of the following notes issued
by Dalradian European CLO II B.V:

EUR59.2M Class A2 Senior Secured Floating Rate Notes due 2022
Notes, Affirmed Aaa (sf); previously on Jul 16, 2013 Affirmed Aaa
(sf)

EUR114M (Current Outstanding Balance: approximately EUR 20.2M )
Secured Floating Rate Variable Funding Notes due 2022 Notes,
Affirmed Aaa (sf); previously on Jul 16, 2013 Affirmed Aaa (sf)

Dalradian European CLO II B.V., issued in November 2006, is a
multi-currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European senior secured loans. The
portfolio is managed by Rothschild (NM) & Sons Limited. This
transaction passed its reinvestment period in December 2012.

Ratings Rationale

The rating actions on the notes are primarily a result of the
recent improvement in over-collateralization ratios following the
December 2013 payment date. The Class A1 notes have fully paid
down the outstanding balance of EUR 42.56M or 48.5% of their
original outstanding balance and the variable funding notes
amortized by approximately EUR 22.25M or 20% of their original
outstanding balance.

As a result of the deleveraging, over-collateralization has
increased. As of the trustee's January 2014 report, the Class B,
Class C, Class D and Class E had over-collateralization ratios of
167.86%, 138.38%, 116.26% and 107.10% compared with
137.01%,123.26%,111.18% and 105.18%, respectively, as of the
trustee's May 2013 report.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class W,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by the Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. For Classes P and T, the 'Rated
Balance' is equal at any time to the principal amount of the
Combination Notes on the Issue Date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

The key model inputs Moody's uses, such as par, weighted average
rating factor, diversity score and the weighted average recovery
rate, are based on its published methodology and could differ
from the trustee's reported numbers. In its base case, Moody's
analyzed the underlying collateral pool as having a performing
par and principal proceeds balance of approximately EUR177.7M,
defaulted par of EUR14.1M, a weighted average default probability
of 20.1% (consistent with a WARF of 2,806), a weighted average
recovery rate upon default of 46.96% for a Aaa liability target
rating, a diversity score of 22 and a weighted average spread of
4.26%. The GBP 10.1M and USD11.4M denominated liabilities are
naturally hedged by the GBP18.9M and USD19.9M assets.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 91.32% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the 8.68% remaining non-first-lien loan
corporate assets upon default. In each case, historical and
market performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

In addition to the base case analysis described above, Moody's
also performed sensitivity analysis on key parameters for the
rated notes, which includes deteriorating credit quality of
portfolio to address the refinancing risk. Approximately 2.0% of
the portfolio is European corporate rated B3 and below and
maturing between 2014 and 2015, which may create challenges for
issuers to refinance. Moody's considered a model run where the
base case WARF was increased to 2,928 by forcing ratings on 50%
of refinancing exposures to Ca. This run generated model outputs
that were within one notch from the base case results.

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

Additional uncertainty about performance is due to the following:

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

(2) Around 27.25% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

(3) Foreign currency exposure: The deal has a significant
exposure to non-EUR denominated assets. Volatility in foreign
exchange rates will have a direct impact on interest and
principal proceeds available to the transaction, which can affect
the expected loss of rated tranches.

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


DUCHESS V CLO: S&P Lowers Rating on Class E Notes to 'CCC'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Duchess V CLO B.V.'s class A-1, B, and C notes.  At the same
time, S&P has lowered its ratings on the class D, E, and M
combination notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the Feb. 18, 2014 trustee report.

The reinvestment period ended in February 2009.  Since then, the
issuer has used all scheduled principal proceeds to redeem the
notes according to the documented priority of payments.  Since
2009, the revolving loan facility has fully amortized.  The class
A-1 notes' outstanding balance is 31.69% of their initial
balance. The outstanding balance of the class E notes is EUR8.41
million, compared with EUR13.75 million at closing.  The
transaction documents allow 50% of the remaining interest
payments (after subordinated fee payments) to be used to redeem
the class E notes as long as the par coverage test is equal to or
above 104.5%.

The transaction has assets of more than GBP35 million, and all
liabilities are euro-denominated.  At closing, the issuer entered
into a hedge agreement to mitigate foreign exchange risk.  Under
this hedge, the issuer exchanges proceeds received from the non-
euro-denominated assets to the counterparty, and in return,
receives euro-denominated proceeds to pay euro-denominated
liabilities.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents S&P's estimate of the maximum level of gross defaults,
based on its stress assumptions, that a tranche can withstand and
still fully repay the noteholders.  S&P used the portfolio
balance that it considers to be performing, the reported
weighted-average spread, and the weighted-average recovery rates
that S&P considered to be appropriate.  S&P incorporated various
cash flow stress scenarios using its standard default patterns,
levels, and timings for each rating category assumed for each
class of notes, combined with different interest stress scenarios
as outlined in S&P's criteria.

Based on the trustee report, all classes of notes are currently
passing their overcollateralization tests, as was the case in
S&P's Jan. 26, 2012 review.  However, S&P has observed that the
cushion (difference between the minimum threshold and the current
coverage percentage) has decreased for the class D and E notes.
This is mainly due, in S&P's opinion, to the losses from the
defaults since our 2012 review.

The collateral pool's reported weighted-average spread has
increased to 3.96% from 3.33% since S&P's previous review
(compared with a covenanted spread of 2.70%).  This increase in
spread benefits the notes and allows them to achieve higher BDRs.
The pool's percentage of 'CCC' rated assets (debt obligations of
obligors rated 'CCC+', 'CCC', or 'CCC-') has decreased to 4.74%
from 5.47% since S&P's 2012 review.  In conjunction with the
pool's improved credit quality, and a shorter time to maturity,
this has led to lower scenario default rates (SDRs).  The SDR is
the minimum level of portfolio defaults that S&P expects each CDO
tranche to be able to support the specific rating level using its
CDO Evaluator.  The defaulted assets have increased to 12.14%
from 2.47% since S&P's 2012 review.

The transaction's exposure to assets domiciled in lower-rated
sovereigns (Italy, Ireland, and Spain) is less than 10% of the
portfolio balance.  Therefore, S&P has not applied any additional
stresses in its cash flow analysis.

In S&P's analysis, it also tested the sensitivity of all classes
of notes, by applying high correlation and lower recovery
sensitivity tests at each rating level.

The documented downgrade provisions relating to the bank account,
custodian, and liquidity facility provider comply with S&P's
current counterparty criteria.

Duchess V entered into basis and margin swaps, and an option swap
with Citibank N.A. at closing.  As the downgrade provisions in
the swap agreement do not comply with S&P's current counterparty
criteria, the maximum rating that the notes can achieve is no
higher than one notch above the rating on the counterparty.

S&P considers the available credit enhancement for the class A-1,
B, and C notes to be commensurate with higher ratings than
previously assigned.  This is mainly a result of higher spreads,
the deleveraging of the senior notes, lower SDRs, and higher BDRs
since our last review.  S&P has therefore raised its ratings on
these classes of notes.

S&P's cash flow analysis suggests that the available credit
enhancement for the class D, E, and M combination notes are
commensurate with 'B+', 'CCC+', and 'B+' rating levels,
respectively.  However, since S&P's 2012 review, the portfolio
has deleveraged further.  Concentration risk has increased and
overcollateralization has decreased due to higher losses.

In S&P's analysis, it considers whether a proposed rating passes
its cash flow analysis and applicable supplemental tests.  These
tests are intended to address both event risk and model risk.
According to S&P's supplemental tests, the maximum ratings that
the notes can achieve are lower than the currently assigned
ratings.  S&P has therefore lowered its ratings on the class D,
E, and M combination notes.

Duchess V CLO is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans to primarily speculative-grade
corporate firms.  It closed in 2005 and is amortizing.  Babson
Capital Europe Ltd. is the investment manager.

RATINGS LIST

Class          Rating              Rating
               To                  From

Duchess V CLO B.V.
EUR505.6 Million Secured Floating-Rate Notes

Ratings Raised

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

Ratings Lowered

D              B- (sf)             B+ (sf)
E              CCC (sf)            CCC+ (sf)
M combo        B- (sf)             B+ (sf)


WOOD STREET: S&P Lowers Rating on Class E Notes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Wood Street CLO I B.V.

Specifically, S&P:

   -- Raised its rating on the class B notes;
   -- Lowered its ratings on the class D1, D2, and E notes; and
   -- Affirmed its ratings on the class A and C notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated Jan. 20,
2014 and the application of S&P's relevant criteria.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents S&P's estimate of the maximum level of gross defaults,
based on its stress assumptions, that a tranche can withstand and
still fully repay the noteholders.  S&P used the portfolio
balance that it considers to be performing, the reported
weighted-average spread, and the weighted-average recovery rates
that S&P considered to be appropriate.  S&P incorporated various
cash flow stress scenarios using its standard default patterns,
levels, and timings for each rating category assumed for each
class of notes, combined with different interest stress scenarios
as outlined in S&P's criteria.

"Our review of the transaction highlights that the class A notes
have amortized by nearly 50% of the outstanding balance since our
previous review.  While this has resulted in more available
credit enhancement for the class A notes, the results of our cash
flow analysis indicate that the notes are not able to sustain
defaults at a rating level that is higher than the current one
(following the application of our nonsovereign ratings criteria
and the stresses that we apply to non-euro denominated
collateral).  Our cash flow results show that the available
credit enhancement for the class A notes is commensurate with a
'AA+ (sf)' rating.  We have therefore affirmed our 'AA+ (sf)'
rating on the class A notes," S&P said.

Partly driven by the class A notes' amortization, S&P considers
the available credit enhancement for the class B notes to be
commensurate with higher ratings than previously assigned.  S&P
has therefore raised to 'AA (sf)' from 'A+ (sf)' its rating on
the class B notes.

S&P's cash flow results indicate that the available credit
enhancement for the class C notes is commensurate with the
currently assigned 'BBB+ (sf)' rating.  The largest obligor test
constrains S&P's rating on this class of notes at the currently
assigned rating level.  S&P has therefore affirmed its 'BBB+
(sf)' rating on the class C notes.

"Under our cash flow analysis, the class D1, D2, and E notes'
BDRs pass their scenario default rates (SDRs) at their current
rating levels.  The SDR is the minimum level of portfolio
defaults that we expect each CDO tranche to be able to support
the specific rating level using CDO Evaluator.  However, the
application of the largest obligor default test constrains our
ratings on these classes of notes.  We have therefore lowered our
ratings on the class D1, D2, and E notes.  This test measures the
risk of several of the largest obligors within the portfolio
defaulting simultaneously.  We introduced this supplemental
stress test in our 2009 criteria update for corporate
collateralized debt obligations (CDOs)," S&P noted.

Wood Street CLO I is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
September 2005. Since the end of the reinvestment period in
November 2011, the issuer has used all scheduled principal
proceeds to redeem the notes in the transaction's documented
priority of payments.

RATINGS LIST

Class                Rating
             To                From

Wood Street CLO I B.V.
EUR460.65 Million Senior Secured Floating-Rate Notes

Rating Raised

B            AA (sf)           A+ (sf)

Ratings Lowered

D1           B- (sf)           BB+ (sf)
D2           B- (sf)           BB+ (sf)
E            CCC- (sf)         B+ (sf)

Ratings Affirmed

A            AA+ (sf)
C            BBB+ (sf)



===========
N O R W A Y
===========


EKSPORTFINANS ASA: S&P Puts 'BB+/B' Ratings on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+/B' long- and
short-term counterparty credit ratings on Norway-based
Eksportfinans ASA on CreditWatch with negative implications.

On March 28, 2014, the Tokyo District Court is expected to
provide its verdict with respect to demands for partial payment
from an investor in Eksportfinans' "Samurai" bond program.  While
Eksportfinans could absorb the entire claim (Japanese yen 9.6
billion, approximately US$94 million) without significant impact
on its equity position, a ruling against Eksportfinans could
significantly increase the likelihood of an acceleration of some
of its other outstanding liabilities.

Standard & Poor's expects that the announced verdict on March 28
is likely to be appealed, which would extend the legal process by
an estimated additional 6-8 months.  It is also S&P's
understanding that any requests to accelerate payments on the
grounds of a cessation of the business default clause would
likely be suspended pending the outcome of the final judgment in
the appeals process.

A final judgment in favor of the claimant, Silver Point Capital
Fund LP and Silver Point Capital Offshore Master Fund LP (Silver
Point), would provide legal precedence on this default clause in
Eksportfinans' Samurai program.  A risk arises that a final
judgment against Exportfinans could potentially lead the trustee
in some of Eksportfinans' other funding program to trigger the
cross default clauses or lead to an acceleration of structured
derivative contracts.  Under this scenario, there would be a
material risk, in S&P's opinion, that an accelerated repayment of
these other liabilities could result in untimely payment on some
of Eksportfinans' outstanding debt liabilities.

S&P notes that the Samurai program represents less than 5% of the
bank's outstanding debt financing.  S&P also notes that in the
event of a default under the Samurai bonds, individual bond
holders may seek early repayment.  Additionally, S&P's reading of
the terms of the bank's larger EMTN program (representing
approximately 40% of Eksportfinans' outstanding debt funding)
indicates that before the trustee can trigger the cross default
clause and accelerate the repayment obligations under the EMTN
program, it must first certify to Eksportfinans that the event
leading to the default is in their opinion materially prejudicial
to the interests of the bond holders.

"We also note that Eksportfinans has relatively strong liquidity
buffers, a committed liquidity facility from its owner banks, and
a non-committed repo facility with DNB Bank ASA, its largest
owner. In December 2013, Eksportfinans reported cumulative
liquidity of Norwegian krone (NOK) 25.2 billion, which is
approximately 28% of total liabilities, including cash and liquid
securities.  Eksportfinans' owner banks (DNB Bank ASA, Nordea
Bank Norge ASA, and Danske Bank AS) have also committed to an
annually-renewed credit line of US$2 billion (NOK12 billion, 14%
of total liabilities) and DNB Bank ASA has also committed to an
unlimited, yet uncommitted, repo facility.  We note that there is
also a largely hold-to-maturity portfolio worth NOK7.5 billion at
December 2013, which is subject to a Portfolio Hedge Agreement
with Eksportfinans' shareholders, including the Norwegian
government," S&P added.

S&P expects to resolve the CreditWatch in the days following
either the court decision expected on March 28 or any earlier
possible settlement date.  Given the binary nature of the
decision and S&P's views of the potential implications on
Eksportfinans' ability to reduce its balance sheet in an orderly
manner, S&P provides specific details on how the ratings can be
expected to move following the verdict or a potential settlement.

S&P would expect to affirm the ratings upon a ruling in favor of
Eksportfinans.  Such a ruling would reduce, but not eliminate (in
light of the possibility of an appeal by Silverpoint), the risk
of an accelerated repayment of liabilities as the balance sheet
continues to decline.

In the event of a ruling against Eksportfinans, S&P would expect
to lower the issuer credit ratings by at least three notches to
at least the 'B' category, which S&P believes would better
reflect the likelihood of Eksportfinans' capacity to meet its
financial commitments as defined in "Standard & Poor's Ratings
Definitions," published on March 21, 2014, on RatingsDirect.  S&P
would continue to monitor and assess the impact such an outcome
would have on its opinion on Eksportfinans' ability to run-down
its remaining operations in a stable manner.  S&P would also
expect Eksportfinans to appeal any adverse decision that may be
issued by the Tokyo District Court.  On the assumption that,
during the appeal process, S&P believes Eksportfinans would have
the means and willingness (and would continue) to repay existing
bondholders, S&P would not expect to lower the issue ratings on
the two rated instruments issued out of the Samurai program to
'D' as a result of an adverse judgment by the District Court.

While S&P views a settlement as unlikely at this stage, in the
event one were to materialize, it would need to review its terms
before providing rating indications.



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


BANK ROSSIYA: S&P Revises Outlook to Neg. & Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Russia-based BANK ROSSIYA to negative from stable, affirmed the
'BB-/B' counterparty credit ratings, and subsequently suspended
them.

The outlook revision reflected S&P's view that BANK ROSSIYA's
business and financial profiles could deteriorate following
economic sanctions introduced by the U.S. Department of the
Treasury's Office of Foreign Assets Control (OFAC).  However, in
line with S&P's assessment of BANK ROSSIYA as being of moderate
systemic importance, it believes it will likely be supported by
the Central Bank of Russia (CBR) in case of need.  S&P notes that
the CBR publically stated on March 21, 2014, following the
imposition of the sanctions, that liquidity support for BANK
ROSSIYA is available.  S&P also believes that the core deposit
clientele, mostly large Russian corporations, will remain in
place at BANK ROSSIYA.

S&P suspended its ratings on BANK ROSSIYA because maintenance of
a rating on an OFAC sanctioned entity would constitute a
"prohibited transaction" under the OFAC regulations.

S&P will consider reinstating the ratings on BANK ROSSIYA if the
OFAC sanctions are lifted, all else being equal.


HMS HYDRAULIC: S&P Affirms 'B' LT Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' long-term credit rating and 'ruA' Russia national scale
rating on Russia-based pump and oil and gas manufacturer HMS
Hydraulic Machines and Systems Group PLC (HMS).  At the same
time, S&P removed the ratings from CreditWatch with negative
implications, where they were placed on Dec. 24, 2013.  The
outlook is stable.

The 'B-' issue and '5' recovery ratings on the notes are
unchanged, indicating S&P's expectation of modest (10%-30%)
recovery in the event of a payment default.

The affirmation and stable outlook reflect the positive actions
that HMS has taken to stabilize its liquidity.  The company has
successfully refinanced its sizable short-term debt; reset its
maintenance covenants with some key banks; and attracted new
credit lines, thereby extending its debt maturity profile.

The stable outlook reflects S&P's expectation that HMS' liquidity
will not deteriorate in the next 12 months and will remain at
least less than adequate, with the ratio of sources to uses
remaining close to 1.0x.  It also reflects S&P's view that
adjusted debt to EBITDA will remain comfortably in line with the
current rating, that is, not exceeding 4.0x, and its EBITDA
interest coverage ratio will stay above 3.0x.

For a higher rating, S&P would expect the company to demonstrate
prudent liquidity management with timely debt refinancing and
committed line rollover, especially in light of its RUB3 billion
bond maturing in February 2015.  Under this scenario, S&P would
expect an end to the litigation in Cyprus or a ruling that would
pose no risks to the company's day-to-day operations and access
to funding.  Sustained profitability momentum with EBITDA margin
effectively remaining in the 15%-16% range despite S&P's current
assumption of weaker economic conditions in Russia would also be
a prerequisite for any upgrade.

S&P could consider a negative rating action if the company's
credit ratios weakened significantly, with adjusted debt to EBITA
rising above 4.0x without near-term prospects of recovery.  A
negative rating action could also result from a deterioration of
the group's liquidity, for example, if it could not renew its
bank lines in a timely fashion.


RUSNANO: S&P Revises Outlook to Negative & Affirms 'BB+/B' CCRs
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Russian
state-run technology investment vehicle RusNano to negative from
stable.  At the same time, S&P affirmed its 'BB+/B' long- and
short-term corporate credit ratings on the company.

The outlook revision follows a similar action on the Russian
Federation on March 20, 2014.  The ratings also incorporate S&P's
unchanged assessment of the company's stand-alone credit profile
(SACP) at 'b+'.

S&P views RusNano as a government-related entity (GRE) and expect
it to receive strong ongoing support from the Russian government
in the form of guarantees on all debt issued.  In accordance with
S&P's GRE methodology, it continues to believe that there is a
"high" likelihood that the Russian government would provide
timely and sufficient extraordinary support to RusNano in the
event of financial distress.  S&P bases its view on its
assessment of RusNano's "important" role for and its "very
strong" link with the Russian government.

Consequently, the ratings on RusNano are three notches higher
than its 'b+' SACP.  Given the nature of RusNano's business model
and government mandate, S&P factors in ongoing government support
into the SACP.

"The short-term rating is 'B'. We view RusNano's liquidity as
adequate, based on reported Russian ruble (RUB)81.7 billion
(approximately EUR1.6 billion) in total cash and bank deposits on
a consolidated basis (including more than RUB60 billion at the
RusNano level) as of March 20, 2014.  All borrowings the company
receives under government guarantee are earmarked for certain
investments and cannot be used for other purposes, such as debt
repayment.  In our view, the risk associated with these
borrowings is offset by the government's full guarantee of all of
RusNano's debt.  We understand that the company does not plan to
raise any unguaranteed debt.  Another mitigating factor is the
large, non-earmarked cash reserves that amply cover future debt
repayments in the next couple of years," S&P noted.

The negative outlook reflects that on the sovereign.  S&P will
lower its ratings on RusNano if it lowers the ratings on Russia.

S&P could also lower the ratings on RusNano within the next 12
months if it observed signs of a lower likelihood of timely and
sufficient extraordinary support from the government.  Larger-
than-expected borrowings--beyond the amounts guaranteed by the
government -- a deterioration of RusNano's liquidity, or
continued weak performance of the investment portfolio leading to
pronounced losses could prompt S&P to take a negative rating
action.  In particular, S&P would consider an increase in gross
debt to adjusted equity to more than 3x as a trigger for a
downgrade.

Should S&P revises the outlook on Russia to stable from negative,
it would take a similar action on RusNano.



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


BANCO DE SABADELL: Fitch Affirms Then Withdraws 'BB+' LT IDR
------------------------------------------------------------
Fitch Ratings has affirmed Spain-based Banco de Sabadell's
(Sabadell) Long-term Issuer Default Rating (IDR) at 'BB+' with
Stable Outlook, Short-term IDR at 'B' and Viability Rating (VR)
at 'bb+'.  Fitch has simultaneously withdrawn all of Sabadell's
ratings because, in the agency's view, the level of public
information provided by the bank on a quarterly basis is
insufficient to maintain the rating.  Accordingly, Fitch will no
longer provide ratings or analytical coverage for Sabadell.

Key Rating Drivers - IDRS, VR And Senior Debt

The affirmation of the VR, IDRs and senior debt ratings reflects
Sabadell's sound domestic franchise, which has been expanded by
several bank acquisitions, continued improvements in funding and
liquidity, and a loss absorption buffer that remains moderate in
light of further asset quality pressures.  The main rating
drivers are its asset quality, which is somewhat above peers, and
its moderately vulnerable capitalization.  The VR also takes into
account the need to improve the profitability of its banking
business, especially from acquired banks, which now looks weak,
and manages a large stock of impaired assets amid a mild economic
recovery and still weak housing sector dynamics.

Sabadell's reported impaired assets remain well above the sector
average due in part to an asset protection scheme (APS) from the
Deposit Guarantee Fund, which covers the weakest assets from the
acquired Banco CAM, largely real estate-related.  Excluding the
APS, Sabadell's non-performing loan (NPL) ratio was 14.1% at end-
2013, slightly above many peers, largely affected by stricter
reclassifications of restructured loans and loan contraction.
However, the pace of NPL formation decelerated in 2H13, showing
signs of a turning point. Reserves against NPLs were acceptable
at 52% at end-2013 considering that most of these assets have
mortgage collateral, potentially providing additional protection.

A EUR1.4bn fresh capital increase finalized in October 2013
boosted Sabadell's Fitch core capital (FCC) ratio to 9.8% at end-
2013. Conversions of deferred tax assets into tax credits will
also support capital ratios.  However, Fitch still views
Sabadell's capitalization as moderately vulnerable to further
value corrections, as shown by a non-reserved impaired asset
exposure that exceeds FCC.  Positively, this level of capital
should benefit from better earnings prospects as funding costs
reduce further and some additional synergies from recent
integrations are reached as planned.

Sabadell has been able to rebalance its funding mix towards
customer sources more quickly than Fitch's expectations.  Along
with better market access, this helped reduce ECB borrowings to
relatively modest levels.  Fitch considers the stock of liquid
assets, at 11% of total assets at end-2013, large in light of
diversified debt repayments.

The Stable Outlook reflects Fitch's view that upside and downside
rating potential are currently limited as Sabadell's financial
and risk profile have only just started to stabilize.

Key Rating Drivers - Support Rating and Support Rating Floor

Sabadell's Support Rating of '3' and Support Rating Floor (SRF)
of 'BB+' currently reflect Fitch's view that there is a moderate
likelihood of government support for the bank, if needed.  This
is because Sabadell's national systemic importance, with national
market shares of between 8%-9% for loans and deposits.

In Fitch's view there is a clear intent to ultimately reduce
implicit state support for financial institutions in the EU, as
demonstrated by a series of legislative, regulatory and policy
initiatives.  "We expect to see the EU's Bank Recovery and
Resolution Directive (BRRD) voted through European parliament in
the coming weeks and implemented into national legislation and
practice within one to two years.  We also expect progress
towards the Single Resolution Mechanism (SRM) for eurozone banks
in this timeframe. In Fitch's view, these two developments will
dilute the influence European states have in deciding how their
domestic banks are resolved and increase the likelihood of senior
debt losses in its banks if they fail solvability assessments,"
Fitch said.

Key Rating Drivers - Subordinated Debt and Other Hybrid
Securities

Subordinated debt and other hybrid capital issued by Sabadell and
by Sabadell International Equity Ltd are all notched down from
the bank's VR in accordance with Fitch's criteria 'Assessing and
Rating Bank Subordinated and Hybrid Securities'.

Subordinated lower Tier 2 debt is rated one notch below the
bank's VR to reflect below-average loss severity.  Subordinated
upper Tier 2 debt is rated four notches below the VR to reflect
high loss severity risk relative to average recoveries (two
notches) and high non-performance risk (two notches).

Preferred stock issued by Sabadell and Sabadell International
Equity Ltd are rated five notches below Sabadell's VR to reflect
high loss severity risk of these instruments when compared to
average recoveries (two notches) and higher non-performance risk
(an additional three notches).

Subordinated debt and other hybrid securities' ratings have also
been withdrawn in line with the withdrawal of Sabadell's VR.

The rating actions are as follows:

Banco de Sabadell:
Long-term IDR: affirmed at 'BB+'; Outlook Stable; withdrawn
Short-term IDR: affirmed at 'B'; withdrawn
Viability Rating: affirmed at 'bb+'; withdrawn
Support Rating: affirmed at '3'; withdrawn
Support Rating Floor: affirmed at 'BB+': withdrawn
Senior unsecured long-term debt: affirmed at 'BB+'; withdrawn
Senior unsecured short-term debt: affirmed at 'B'; withdrawn
Commercial paper: affirmed at 'B'; withdrawn
Subordinated lower tier 2 debt: affirmed at 'BB'; withdrawn
Subordinated upper tier 2 debt: affirmed at 'B'; withdrawn
Preferred stock: affirmed at 'B-'; withdrawn
State-guaranteed debt: affirmed at 'BBB'; withdrawn

Sabadell International Equity Ltd.
Preferred stock: affirmed at 'B-'; withdrawn


BANCO POPULAR: Fitch Affirms 'BB+' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has revised the Outlook on Banco Popular Espanol
S.A. (Popular) to Negative from Stable and affirmed its Long-term
Issuer Default Rating (IDR) at 'BB+'.  The agency has
simultaneously downgraded the Viability Rating (VR) to 'bb-' from
'bb+'.

The revision of the Outlook on Popular's support-driven Long-term
IDR to Negative reflects Fitch's expectation that the probability
that the bank would receive support from the Spanish state, if
ever required, is likely to decline within one to two years.  The
rating actions have been taken in conjunction with a review of
support for banks globally.

The downgrade of the VR mainly reflects Popular's asset quality
deterioration, which is significantly beyond the agency's
expectations, resulting in weak asset quality indicators and low
reserve coverage levels.  This limits Popular's loss-absorbing
capacity for credit stresses, particularly in view of its still
large exposure to real estate developers.

Key Rating Drivers - IDRS And Senior Debt, Support Rating And
Support Rating Floor

Popular's IDRs, Support Rating (SR), Support Rating Floor (SRF)
and senior debt rating are driven by Fitch's expectation that
there remains a moderate probability of support from the Spanish
state (BBB/Stable) if required.  The Long-term IDR is at its SRF.
The SRF reflects Popular's national systemic importance to Spain.

The Negative Outlook on the Long-term IDR reflects Fitch's view
that there is a clear intention ultimately to reduce implicit
state support for financial institutions in the EU, as
demonstrated by a series of legislative, regulatory and policy
initiatives.  "We expect to see the EU's Bank Recovery and
Resolution Directive (BRRD) voted through European parliament in
the coming weeks and implemented into national legislation and
practice within one to two years.  We also expect progress
towards the Single Resolution Mechanism (SRM) for eurozone banks
in this timeframe.  In Fitch's view, these two developments will
dilute the influence European states have in deciding how their
domestic banks are resolved and increase the likelihood of senior
debt losses in its banks if they fail solvability assessments,"
Fitch said.

A downgrade of Spain's sovereign rating would also put pressure
on Popular's SR and SRF.

Rating Sensitivities - IDRS And Senior Debt, Support Rating And
Support Rating Floor

As the Long-term IDR of Popular is at its SRF, the sensitivities
of its IDRs and senior debt ratings are predominantly the same as
those for the SRF.  The SR and SRF are sensitive to a weakening
of Fitch's assumptions around the ability or propensity of Spain
to provide timely support to the group.  Of these, the greatest
sensitivity is to progress made in implementing the BRRD and the
SRM.  The directive requires 'bail in' of creditors by 2016
before an insolvent bank can be recapitalized with state funds.
A functioning SRM and progress on making banks 'resolvable'
without jeopardizing the wider financial system are areas of
focus for eurozone policymakers.  Once these are operational they
will become an overriding rating factor, as the likelihood of the
bank's senior creditors receiving full support from the
sovereign, despite its systemic importance will diminish
substantially.

Fitch expects that the BRRD will be enacted into EU legislation
in the near term and progress made on establishing the SRM is
looking close to being ready in one to two years.  Therefore,
Fitch expects to downgrade Popular's SR to '5' and revise its SRF
to 'No Floor' later in 2014 or in 1H15.  The timing will be
influenced by Fitch's continuing analysis of progress made on
bank resolution and could also be influenced by idiosyncratic
events.  The agency will release a special report on the topic
shortly.

The Negative Outlook reflects that a downward revision of
Popular's SRF would likely cause downgrades of its Long-term IDR
and long-term senior debt ratings to the level of the bank's VR,
which as it currently stands would mean a two-notch downgrade to
'BB-' unless mitigating factors arise.  These could include an
upgrade of Popular's VR to the level of its current SRF, the
existence of large buffers of junior debt or corporate actions.

Key Rating Drivers - VR
Popular's VR is mainly driven by its weak asset quality ratios
relative to peers and only just acceptable capitalization for its
risk profile. In 2013 the non-performing loan (NPL) ratio
increased to 20.1% at end-2013 (11.6% at end-2012).  This ratio
was 25.8% when including foreclosed assets (net of reserves; FAs)
at end-2013.  A large portion of the increase in NPLs was because
of stricter reclassifications of restructured loans and an
anticipatory exercise by the bank, although Popular's large
exposure to real estate developers was also a major driver of the
deterioration.  In Fitch's view, some additional asset quality
pressures could arise from the lag recognition of NPLs in view of
Spain's mild economic recovery and still weak housing sector
dynamics.

Following the spike, reserves held against NPLs were, in Fitch's
view, at a fairly low 40% at end-2013 and further provisioning is
likely.  This is also important for capital protection against
further stress, albeit this is now seen as low, as reflected by
unreserved impaired assets, including FAs, that exceed 250% of
Fitch core capital ratio (FCC) at end-2013, although most of the
NPLs have mortgage collateral.

Popular's FCC improved significantly to 8.4% at end-2013 from
5.7% at end-2012 and again by an estimated 86bp in early 2014
through the conversion of mandatory convertible notes (MCN), but
is jeopardized by the bank's weak asset quality.  Remaining MCN
and preferred stocks provide additional loss absorbing buffers
against losses from stresses, bringing its Fitch eligible capital
ratio to 10.5% at end-2013.

Popular has consistently demonstrated an above-average capacity
to generate pre-impairment earnings, which Fitch views positively
in light of potentially further provisioning efforts in the next
quarters.  However, Fitch notes that Popular's revenues might be
pressured by still low interest rates and weak asset performance.
Fitch also acknowledges improvements in the funding mix due to a
combination of deleveraging and deposit-gathering.  The level of
liquid assets is also adequate in relation to debt maturities.

Another factor supporting the VR includes the bank's sound
franchise in Spain, as the fifth-largest banking group, with a
strong presence in the SME market.

Rating Sensitivities - VR

Popular's VR is largely sensitive to developments of Spain's
macroeconomic environment and housing sector given the already
high levels of impaired loans.  Upward rating potential would
arise from a reduction in problematic exposures, particularly
NPLs and real estate related assets, or better reserve coverage
levels. This would ease pressure on the bank's earnings
generation capacity, allowing it to improve internal capital
generation and capitalization.

While limited, downside risks would arise if Popular's asset
quality deteriorates along the same magnitudes than 2013 and/or
its loss absorption buffer reduces.

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

Subordinated debt and other hybrid capital issued by Popular and
its vehicles are all notched down from its VR in accordance with
Fitch's 'Assessing and Rating Bank Subordinated and Hybrid
Securities' criteria.  Their ratings are primarily sensitive to
any change in Popular's VR.

Subordinated (lower Tier 2) debt is rated one notch below
Popular's VR to reflect below average loss severity of this type
of debt when compared with average recoveries.

The preference shares are rated three notches below Popular's VR
to reflect higher loss severity risk of these securities when
compared with average recoveries (two notches from the VR) as
well as moderate risk of non-performance relative to its VR (an
additional one notch). For the latter, coupons can be paid out of
distributable reserves.

The rating actions are as follows:

Banco Popular Espanol, S.A. (Popular):

  Long-term IDR: affirmed at 'BB+; Outlook revised to Negative
  from Stable
  Short-term IDR: affirmed at 'B'
  VR: downgraded to 'bb-' from 'bb+'
  Support Rating: affirmed at '3'
  SRF: affirmed at 'BB+'
  Long-term senior unsecured debt program: affirmed at 'BB+'
  Short-term senior unsecured debt program and commercial paper:
   affirmed at 'B'
  Subordinated lower tier 2 debt: downgraded to 'B+' from 'BB'

BPE Financiaciones S.A.:

  Long-term senior unsecured debt and debt program (guaranteed by
   Popular): affirmed at 'BB+'
  Short-term senior unsecured debt program (guaranteed by
   Popular): affirmed at 'B'

BPE Preference International Limited
  Preference shares: downgraded to 'B-' from 'B'

Popular Capital, S.A.
  Preference shares: downgraded to 'B-' from 'B'

Fitch will hold a teleconference to discuss sovereign support for
banks and give an update on rating paths on Friday March 28, at
15:00 GMT.


VIVIENDAS SOCIALES: Fitch Withdraws 'BB' Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded Viviendas Sociales e
Infraestructuras de Canarias SA's (Visocan) Long-term foreign and
local currency Issuer Default Ratings (IDR) to 'BB' from 'BB+'.
The Outlook is Stable.  The ratings have simultaneously been
withdrawn.

Key Rating Drivers

The downgrade reflects Fitch's reassessment of the strategic
importance of Visocan to the Autonomous Community of the Canary
Islands (BBB-/Stable/F3).  The difference between social and free
market rent has narrowed significantly in the region given the
sharp decline in economic activities and large stock of unsold
housing.  There has also been a sharp reduction in the sale of
social housing homes with only three properties sold in 2013
compared with 69 in 2012 and 105 in 2011.

Fitch has withdrawn the ratings as they are no longer considered
analytically meaningful.

Visocan recorded stable profitability before taxes with the bulk
of its revenues now coming from rent for social housing as
revenues from the sale of social housing have practically
disappeared. It has also streamlined operations with a sharp
reduction in staff.  This resulted in the cost of salaries
declining to around EUR1.3 million in 2013 from EUR3.3 million in
2012.

Over 70% of Visocan's revenues come from rental subsidies from
the Autonomous Community of the Canary Islands but there have
been delays in the receipt of these funds, which has negatively
impacted cash flow.  However, the regional administration has
tightened its control and oversight in recent years.



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


UKRAINE: Reaches Preliminary Deal with IMF on US$27BB Bailout
-------------------------------------------------------------
Daryna Krasnolutska and Daria Marchak at Bloomberg News report
that Ukraine reached a preliminary deal with the International
Monetary Fund to unlock US$27 billion of international support to
avert default and limit economic damage from a four-month
political crisis.

Bloomberg relates the IMF said yesterday in an e-mailed statement
the government in Kiev reached a staff-level agreement with the
Washington-based lender for a two-year loan of US$14 billion to
US$18 billion.

The IMF's board must still sign off on the package, Ukraine's
third since 2008, and the cabinet must complete "prior actions"
to receive the first installment as early as April, Bloomberg
notes.

The government, which came to power after an uprising ousted
President Viktor Yanukovych last month, is grappling with an
economy threatening to slide into a third recession in six years,
dwindling reserves and a weakening currency, Bloomberg relays.
Ukrainian asset prices have also suffered as Russia's takeover of
the Black Sea Crimean peninsula sparked European and U.S.
sanctions and rekindled memories of the Cold War, Bloomberg
discloses.



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


CARLYLE GLOBAL: Moody's Assigns B2 Rating to EUR10.9MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to notes issued by Carlyle Global Market Strategies Euro
CLO 2014-1 Limited (the "Issuer" or " CGMS Euro CLO 2014-1"):

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

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

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

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

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

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

Ratings Rationale

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

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

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
February 2014. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

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

Par Amount: EUR363,800,000

Diversity Score: 35

Weighted Average Rating Factor (WARF): 2820

Weighted Average Spread (WAS): 4.00%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 42.0%

Weighted Average Life (WAL): 8 years.

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

Stress Scenarios:

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

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

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -1

Class C Senior Secured Deferrable Floating Rate Notes: -1

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0

Class F Senior Secured Deferrable Floating Rate Notes: 0

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

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -2
Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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


ENQUEST PLC: Moody's Assigns 'B1' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of B1 and a probability of default rating (PDR) of B1-PD to
EnQuest PLC (EnQuest or the company). Concurrently, Moody's has
assigned a (P)B3 rating with a loss given default assessment of
LGD5 (82%) to the senior notes maturing in 2022 (the Notes) to be
issued by the company and guaranteed on a senior subordinated
basis by certain of its subsidiaries. The outlook on the ratings
is stable. This is the first time Moody's has assigned ratings to
the company.

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

Ratings Rationale

EnQuest's B1 CFR reflects the relatively small scale of its
proved reserves and cash flow producing assets as well as a
certain degree of portfolio concentration in a limited number of
fields in the UK Continental Shelf (UKCS). The solid positioning
of the rating within the category is supported by the strong,
albeit relatively short, operating track record, high level of
technical and management ability and cost efficiency the group
has delivered during the growth of its operations since its
inception in 2010, as well as the strong growth expected in
production in 2014-15.

Moody's assesses positively EnQuest's strategy of developing
licenses that already have producing or near-production fields,
through a focus on field life extensions and marginal field
solutions, which reduces the group's operating risk profile
relative to similarly sized US peers with larger focus on
exploration. In addition, the almost entirely Brent oil
production enables EnQuest to achieve a high realised price for
its production. EnQuest is also the operator on 57 out of its 65
blocks in the North Sea, enabling it to benefit from an increased
level of discretion on its expenditure and operational strategy
on these fields.

EnQuest benefits from the stable fiscal regime and low political
risk associated with operating in the UKCS, which accounted for
all its reserves and production in 2013. The tax incentives from
the UK government in recent years to operate on the UKCS also
mean that EnQuest does not expect to pay any cash tax in the
medium term.

Moody's expects EnQuest to continue to grow its reserve base in
the coming years, as production ramps up. In this regard, the
group's current low leverage and good availability of liquidity
provide the necessary headroom for future acquisitions to be
accommodated within its conservative financial policies.

The rating reflects the increased levels of investment and
material execution risk the company faces in the next two to
three years as it looks to double the group's production levels
through bringing onstream projects such as Kraken and Alma &
Galia. Moody's expects that under its current oil price
assumptions, sustained capital expenditure will result in
negative free cash flow and increased levels of debt leverage
over the next 24 months, albeit remaining within debt to EBITDA
of 2 times. In this context, Moody's notes that 60% of the
capital expenditure on Kraken, its most significant project, has
been tendered and awarded, reducing the risk of cost overruns.

Finally, while EnQuest manages its oil price-risk exposure
through a hedging program, where it has the ability to hedge its
sales volumes on a graduated three year rolling basis, the
company's profitability and cash flow generation are inherently
exposed to oil price fluctuations.

Rating Outlook

The stable outlook reflects Moody's belief that EnQuest will
continue to successfully execute its key development projects to
support the material growth in its production profile expected
over the next two years, as well as achieve additional proved
reserves bookings in order to maintain its healthy reserves life.
This should underpin operating cash flow growth, at a time when
EnQuest faces increasing capex demands. While the B1 CFR does not
incorporate any material acquisitions in the short to medium
term, Moody's expect that any such bolt-on asset deals would only
be executed by EnQuest if it could still preserve its disciplined
capital policies, including debt to EBITDA below 2 times on a
sustained basis.

Liquidity Position

EnQuest's strong liquidity position is underpinned by a USD1.2
billion revolving credit facility (RCF), which had USD793 million
of availability at the end of December 2013. The group does not
currently face any debt maturities before the expiration of its
RCF facility in October 2019.

Rating Sensitivities

The B1 rating could come under pressure should (i) there be
material delays and/or cost overruns in the development key oil
fields, such as Kraken, which are expected to come onstream in
the next couple years; (ii) any significant deterioration in
production levels and/or oil price realisations, which would lead
to more material balance sheet re-leveraging than currently
expected, with debt to EBITDA rising above 2 times for a
sustained period.

While there are no near-term upgrade pressures, the continuing
expansion of the company's reserve base and production profile,
together with a growing level of diversification of its asset
base, that would deliver further operating cash flow growth and
enable the sustainability of its moderate financial profile,
could lead to an upgrade on the B1 rating.

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

EnQuest is an independent oil and gas development & production
company with the majority of its asset base on the UKCS region of
the North Sea. In addition to this, the group has interests in
exploration assets in Malaysia, appraisal assets in Egypt and,
once complete, interests in producing asset and a development
asset in Tunisia. At the end of 2013 EnQuest has 2P reserves of
195mmboe, with an average daily production for the year of 24.2
mboepd.


ENQUEST PLC: S&P Assigns 'B+' CCR & Rates US$500MM Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
long-term corporate credit rating to U.K.-based oil and gas
development and production company EnQuest PLC.  The outlook is
stable.

At the same time, S&P assigned an issue rating of 'B' to the
proposed US$500 million senior unsecured notes due in 2022 to be
issued by EnQuest.  The recovery rating on these notes is '5'
indicating S&P's expectation of modest (10%-30%) recovery
prospects in the event of a payment default.  The ratings are
subject to S&P's review of the final documentation.

The ratings on EnQuest reflect S&P's view of the group's
"significant" financial risk profile and "weak" business risk
profile, as its criteria define these terms.

"Our financial risk profile assessment reflects our expectation
that EnQuest will deleverage following a peak in adjusted debt to
EBITDA of about 2.4x at year-end 2014.  We forecast negative free
operating cash flow (FOCF) overall for 2014 due to the company's
use of cash flow to fund its heavy investment program.  We expect
deleveraging to be supported by the already-solid contribution of
existing producing assets, as well as new assets ramping up
production.  We expect the company's financial policy to remain
relatively conservative, with a hedging policy that further
improves operating cash flow visibility," S&P said.

"Our assessment of EnQuest's business risk profile and
competitive position as "weak" primarily reflects our view of the
company's limited scale of production, which is concentrated in a
small number of fields on the U.K. Continental Shelf (UKCS).
EnQuest's business model is somewhat different than that of its
peers as it focuses on field life extensions and enhanced
recovery of mostly mature fields.  As with peers, any changes to
local tax rules and allowances are inherent risks given the
business model -- however, we understand that the U.K. government
remains supportive of efforts to invest in and stimulate
production in mature fields on the UKCS," S&P added.

"Importantly for our assessment, EnQuest does have ongoing
production, although the bulk of it is presently derived from the
sale of oil from three production hubs.  The company's most
substantial development asset is the Kraken project, in which it
has a 60% equity interest.  The company forecasts that, at its
peak, Kraken will produce over 30,000 barrels of oil equivalent
per day (boepd) net for EnQuest," S&P noted.

EnQuest's oil reserves and production base are relatively low,
with small-to-midsize commercial reserves (2P; proven plus
probable reserves) of 195 million barrels of oil equivalent and
average production of 24,222 boepd in 2013.  EnQuest's strong
forecast production growth -- to over 50,000 boepd in 2017 -- is
heavily dependent on the Kraken development coming online without
delays and hitting production targets.  Such a considerable
project inherently carries significant operating risk, which in
our opinion is somewhat reduced by EnQuest's experienced
management team.  Key management members previously worked at
Petrofac, assets from which were demerged to form EnQuest in
April 2010.

EnQuest's production and reserve base is 100% oil, which S&P
views as favorable given the currently high oil price.  That
said, oil prices can be volatile, and the oil industry is
associated with heavy capital intensity.

S&P's base-case scenario assumes:

   -- A Brent oil price of US$100 per barrel (/bbl) in 2014 and
      US$95/bbl in 2015;

   -- Production of 25,000-30,000 boepd in 2014 and over 40,000
      boepd in 2015;

   -- Capital expenditure (capex) of about US$1 billion in 2014,
      with over US$400 million invested in the Kraken development
      and over US$200 million in Alma/Galia, a revitalization of
      the Argyll oil field in the North Sea;

   -- No dividend payments. EnQuest has not declared or paid any
      dividends since incorporation in January 2010, and does not
      have any plans to pay dividends in the near future; and

   -- No material cash income tax over the next five years.
      EnQuest benefits from tax incentives, and the group's
      significant investment profile generates allowances that
      offset its tax liability to the extent of capex.

Based on these assumptions, S&P arrives at the following credit
measures at year-end 2014:

   -- Debt to EBITDA of about 2.4x;

   -- Funds from operations (FFO) to debt of above 30%; and

   -- Negative FOCF as a result of the major capex program.

S&P classifies the company's liquidity as "adequate" under its
criteria.  Under S&P's base-case scenario, it anticipates that
liquidity sources will surpass uses by significantly more than
1.2x in 2014.

As of Dec. 31, 2013, S&P estimates EnQuest's key liquidity
sources as follows:

   -- Cash on the balance sheet of US$73 million;

   -- US$712 million undrawn of the revolving credit facility
     (RCF);

   -- Forecast FFO generation of over US$460 million in 2014 and
      over US$750 million in 2015; and

   -- Proceeds of US$500 million from the proposed senior
      unsecured notes issuance.

As of Dec. 31, 2013, S&P estimates EnQuest's key liquidity needs
as follows:

   -- Capex of about US$1 billion in 2014, with over US$400
      million to be invested in the Kraken development and over
      US$200 million in Alma/Galia.  S&P forecasts capex of over
      US$780 million in 2015;

   -- Working capital outflow of approximately US$70 million, in
      line with prior years;

   -- No dividend payments;

   -- No acquisition spending under S&P's forecast.  EnQuest
      pursues selective acquisitions, but S&P do not currently
      forecast for these as possible acquisitions remain
      uncertain;

   -- No material cash income tax over the next five years; and

   -- No material short-term debt maturities.

Even if the notes issuance is delayed or does not proceed as
expected, S&P would expect liquidity to remain "adequate" as it
anticipates that the company would be able to postpone capex to a
limited degree.

The stable outlook reflects S&P's view that EnQuest will
gradually increase its production of crude oil, primarily in the
U.K. North Sea, supported by its large capital spending program.
S&P forecasts that EnQuest's core metrics will remain
commensurate with the rating over the next few years, as it
expects the company to rapidly deleverage below 2.0x following a
peak in adjusted debt to EBITDA of about 2.4x at year-end 2014.
S&P anticipates that liquidity will remain adequate over the next
12 months.

S&P could lower the rating if EnQuest does not meet its forecast
production growth, which could occur as a result of unexpected
operational issues, or production delays at Kraken.  S&P might
also consider a downgrade if the group materially increases
leverage through larger-than-expected capital investments or
material debt-funded acquisitions, causing debt to EBITDA to move
above 3x for a sustained period.

S&P views a positive rating action as remote in the near term,
given EnQuest's relatively small scale and lack of geographical
diversity.  S&P expects scale to improve once production at
Kraken ramps up in 2017 -- although it notes the significant
operating risk inherent to the project.


EXETER BLUE: Fitch Cuts Rating on Class E Notes to 'CCCsf'
----------------------------------------------------------
Fitch Ratings has downgraded Exeter Blue Limited's class E notes
and affirmed the remaining notes as follows:

  EUR31.9m class A notes affirmed at 'AAsf', Outlook Stable
  EUR31.9m class B notes affirmed at 'Asf', Outlook Stable
  EUR26.6m class C notes affirmed at 'BBBsf', Outlook Negative
  EUR10.6m class D notes affirmed at 'BBsf', Outlook Negative
  EUR8.5m class E notes downgraded to 'CCCsf' from 'Bsf',
    Recovery Estimate 40%

Exeter Blue is a managed synthetic balance sheet securitization
of project finance and infrastructure loans primarily located in
Western Europe.  The senior exposure was retained by the
originator.  The EUR125.9065 million proceeds from the note
issuance are deposited with Lloyds TSB Bank PLC (A/Stable/F1).

Key Rating Drivers
The downgrade on the junior note is due to the downgrade of an
underlying asset to 'C'.  The asset is related to a UK waste
management project, contributing close to 4% of the outstanding
portfolio and has been considered defaulted for the scope of this
analysis.

The remaining notes benefited from increased credit enhancement
as a result of the amortization of the super senior notes.  For
class A notes, credit enhancement reached 16% at this review,
compared to 12% at the previous review in June 2013.

The Outlook on classes C and D remains Negative due to high
portfolio concentration.  The largest five obligors make up for
30.5% of the portfolio and the largest obligor now represents
close to 8% of the portfolio.  Overall, the portfolio is
comprised of 35 assets with a majority of projects being located
in the United Kingdom.

The portfolio includes over 8% European peripheral assets from
Cyprus, Portugal and Spain.  Whereas the Cypriot and Portuguese
assets are related to transportation projects, the Spanish asset
can be associated with a coal/gas power project.

The Fitch estimated recovery rates on the underlying portfolio
range between 65% and 95%.  The analysis is based on asset-
specific recovery assumptions with tiering of 85% (base case) to
60% ('AAA' stress case).  Additionally, the correlation
assumptions for the analysis were based on a relative ranking of
project finance correlations, which are lower than for corporate
debt obligations due to structural features.  The pair-wise
correlation for projects within the UK, but from different
sectors is considered to be 7%, whereas the correlation for two
projects in the UK and the same sector, such as healthcare can be
up to 13%.

Rating Sensitivities

Fitch included two additional stresses to test the transaction's
sensitivity to changes in recovery rates, as well as underlying
credit opinions.  The first scenario addressed a reduction of
recovery rate assumptions by 25%, while the second scenario
tested the transaction's sensitivity to a downgrade of one notch
throughout the portfolio.  Both sensitivity tests suggest that a
further rating action would be likely if either scenario
occurred.


HELLERMANNTYTON GROUP: S&P Assigns BB Rating to EUR230MM Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue rating to the EUR230 million senior unsecured revolving
credit facility (RCF) due 2019, borrowed by U.K.-based cable
management solutions provider HellermannTyton Group PLC.  At the
same time, S&P assigned its recovery rating of '3' to the
proposed RCF, reflecting its expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default.

The proceeds of the new RCF will repay HellermannTyton Group's
existing EUR220 million senior secured notes due 2017.  S&P
expects to withdraw its 'BB' issue and '3' recovery ratings on
these notes on completion of the refinancing.

Recovery Analysis

S&P's recovery rating on the EUR230 million senior unsecured RCF
reflects the limited amount of prior-ranking debt in
HellermannTyton Group's capital structure.  While coverage
nominally exceeds 70%, the recovery rating is constrained by the
unsecured nature of the RCF, which is only guaranteed by material
subsidiaries of HellermannTyton Group.

The documentation for the new RCF does not include any
restrictions on dividend payments.

To calculate recoveries, S&P simulates a hypothetical default
scenario.  S&P's default scenario assumes an economic downturn
leading to a drop in demand, a rise in raw-material costs, and
some contract losses.

S&P values the HellermannTyton Group on a going-concern basis,
given its leading positions in the electrical and automotive end
markets.

Simulated default and valuation assumptions

   -- Year of default: 2019
   -- Jurisdiction: U.K.

Simplified waterfall

   -- Gross enterprise value at default: EUR242 million
   -- Administrative costs: EUR17 million
   -- Net value available to creditors: EUR225 million
   -- Priority claims: EUR11 million
   -- Unsecured debt claims: EUR236 million (1)
   -- Recovery expectation: 50%-70% (2)

(1) All debt amounts include six months' prepetition interest.
(2) While coverage nominally exceeds 70%, the recovery rating is
    constrained by the unsecured nature of the RCF.


LLOYDS BANKING: Fitch Lifts Subordinated Debt Ratings to 'BB'
-------------------------------------------------------------
Fitch Ratings has revised Lloyds Banking Group plc's (LBG),
Lloyds Bank plc's (LB), HBOS plc's (HBOS) and Bank of Scotland
plc's (BOS) Outlooks to Negative from Stable and affirmed the
Long-term Issuer Default Ratings (IDR) at 'A'.  At the same time,
LBG and LB's Viability Ratings (VRs) have been upgraded to 'a-'
from 'bbb+'.  HBOS and BOS have been assigned a VR of 'a-'.
The Outlooks on the above entities' IDRs have been revised to
Negative due to our belief that the probability that sovereign
support will be provided is weakening.

Key Rating Drivers - IDRS, Senior Debt, Support Ratings And
Support Rating Floors

LBG and its subsidiaries' Long-term IDRs and senior debt ratings
are driven by assumptions of sovereign support, as reflected in
LBG, LB and BOS's Support Ratings (SR) and Support Rating Floors
(SRF).  The SRs and SRFs have been affirmed to reflect Fitch's
view that support for the banks from the UK authorities
(AA+/Stable), in case of need, is still highly likely because of
their systemic importance.  However, the Negative Outlooks show
that the support propensity may weaken over time as resolution
legislation evolves.

Rating Sensitivities - IDRS, Senior Debt, SRs and SRFs

LBG and its subsidiaries' Long-term IDRs, Long-term senior debt
ratings, SRs and SRFs are either directly or indirectly sensitive
to Fitch's assumptions around either the ability or propensity of
relevant sovereigns to provide timely support.

Fitch expects to revise downward the SRs and SRFs (where
assigned) to '5' and 'No Floor' within the next one to two years.
At this stage, this is likely to be later 2014 or in 1H15, but
this could change and could vary by country.  The timing will be
influenced by Fitch's continuing analysis of progress made on
bank resolution and could also be influenced by idiosyncratic
events, for example should there be risks to the availability of
sovereign support for a bank that is likely to meet the
conditions for resolution during 2014, whether as part of an
asset quality review or another event.

Downward revisions of the SRFs are likely to cause downgrades of
the Long-term IDRs to the level of their common 'a-' VRs, unless
mitigating factors arise in the meantime such as an upgrade of
the VRs to the level of the current SRFs.

While LBG and its subsidiaries' Short-term IDRs and Short-term
debt ratings would be at the 'F1'/'F2'cross-over point if the
IDRs were downgraded to the current VR of 'a-', Fitch considers
that national and intrinsic liquidity profiles of these banks
would warrant the higher of the two rating options available.  As
such, LBG and its subsidiaries' Short-term IDRs and debt ratings
may not be downgraded once support is removed as the key rating
driver for the IDRs.

Key Rating Drivers - VRs

The upgrade of LBG and its subsidiaries' VRs reflects LBG's
improving capitalization and solvency (the group's FCC/weighted
risks ratio rose to 9.1% at end-2013, from 7.9% at end-2012).
The improvement has been supported by continued deleveraging as
well as the issue of about GBP3.7 billion and EUR750 million of
Alternative Tier 1 (AT1) securities during 1Q14, which receive
full Fitch equity credit and will bolster LBG's Fitch eligible
capital (FEC) ratio of 10% at end-2013 by about 165bps. Fitch
expects some additional USD AT1 issuance during 2014.

LBG has also been reducing its risk profile as a result of
deleveraging and other initiatives.  LBG reported a small profit
before tax (an after tax loss) in 2013 after significant legacy
conduct charges relating mostly to payment protection insurance
in 2013.

Fitch believes that LBG will be capital generative from profits
from 2014 and will operate with a steady-state fully-loaded Basel
III common equity Tier 1 (FLB3 CET1) ratio of about 11%.

Nonetheless, the ratings also take into account the risk to
earnings from reducing but still significant further conduct
charges, which have become a feature of the UK banking sector,
and some remaining credit tail risk, which is evidenced by a
higher than peers' NPL ratio of 6.3% at end-2013 and high but
reducing 67% net impaired loans/ FCC ratio (about 52% of FEC as
adjusted for the 1Q14 AT1 issue).

LBG is managed as a group and Fitch assesses LBG and its banking
subsidiaries on a consolidated basis so that the risks of the
subsidiary banks are incorporated into our assessment of the
group and vice versa.  "We have assigned VRs to HBOS and BOS at
the same level as the immediate parent, LB and ultimate parent
LBG due to the high degree of integration across the group and
large relative size of these entities in the group context.  For
LBG, the VR also reflects relatively low holding company double
leverage," Fitch said.

Rating Sensitivities - VRs
Fitch may consider upgrading the VR further over the medium term
as credit fundamentals improve and tail risk reduces.  For an
upgrade, we would expect constant healthy profitability supported
by a sound operating environment and further strengthening of
capitalization.

A downgrade would likely be driven by external factors such as a
particularly sharp deterioration in the UK economy and property
market that resulted in a material weakening of the group's asset
quality or increasing legacy charges penalizing earnings and
capital.

Key Rating Drivers - Subordinated Debt and Other Hybrid
Securities

LBG and its subsidiaries' subordinated debt and hybrid securities
ratings are notched down from their VRs reflecting a combination
of Fitch's assessment of their incremental non-performance risk
relative to their VRs (up to three notches) and assumptions
around loss severity (one or two notches).  These features vary
considerably by instrument.

Rating Sensitivities - Subordinated Debt and Other Hybrid
Securities

The ratings are primarily sensitive to changes in the VRs of the
banks or their parents.

The rating actions are as follows:

LBG
  Long-term IDR: affirmed at 'A'; Outlook revised to Negative
   from Stable
  Short-term IDR: affirmed at 'F1'
  Viability Rating: upgraded to 'a-' from 'bbb+'
  Support Rating: affirmed at '1'
  Support Rating Floor: affirmed at 'A'
  Senior unsecured EMTN Long-term: affirmed at 'A'
  Senior unsecured EMTN Short-term: affirmed at 'F1'
  Senior unsecured notes: affirmed at 'A'
  Lower tier 2 (XS0145620281): upgraded to 'BBB+' from 'BBB'
  All other lower Tier 2 subordinated Enhanced Capital Notes:
   upgraded to 'BBB' from 'BBB-'
  Upper Tier 2 subordinated Enhanced Capital Notes (XS0471770817,
   XS473103348, XS0471767276, XS0473106283): upgraded to 'BBB-'
   from 'BB+'
  All other Upper Tier 2 subordinated bonds: upgraded to 'BBB-'
   from 'BB+'
  Subordinated non-innovative Tier 1 discretionary debt: upgraded
   to 'BB' from 'BB-'
  Subordinated Alternative Tier 1 instruments: upgraded to 'BB'
   from 'BB-'

LB
  Long-term IDR: affirmed at 'A'; Outlook revised to Negative
   from Stable
  Short-term IDR: affirmed at 'F1'
  Viability Rating: upgraded to 'a-' from 'bbb+'
  Support Rating: affirmed at '1'
  Support Rating Floor: affirmed at 'A'
  Senior unsecured Long-term debt: affirmed at 'A'
  Commercial paper and senior unsecured Short-term debt: affirmed
   at 'F1'
  Market linked securities: affirmed at 'Aemr'
  Lower Tier 2: upgraded to 'BBB+' from 'BBB'
  Upper Tier 2 subordinated debt: upgraded to 'BBB-' from 'BB+'
  Innovative Tier 1 subordinated non-discretionary debt
   (US539473AE82, XS0474660676): upgraded to 'BB+' from 'BB'
  Non-innovative Tier 1 debt (XS 0156372343): upgraded to 'BB+'
   from 'BB'
  Other Innovative Tier 1 subordinated discretionary debt:
   upgraded to 'BB' from 'BB-'

HBOS
  Long-term IDR: affirmed at 'A'; Outlook revised to Negative
   from Stable
  Short-term IDR: affirmed at 'F1'
  Viability Rating: assigned at 'a-'
  Support Rating: affirmed at '1'
  Senior unsecured debt: affirmed at 'A'
  Innovative Tier 1 subordinated discretionary debt: upgraded to
   'BB' from 'BB-'
  Innovative Tier 1 subordinated non-discretionary debt: upgraded
   to 'BB+' from 'BB'
  Upper Tier 2 subordinated debt: upgraded to 'BBB-' from 'BB+'
  Lower Tier 2 debt: upgraded to 'BBB+' from 'BBB'

BOS
  Long-term IDR: affirmed at 'A'; Outlook revised to Negative
   from Stable
  Short-term IDR: affirmed at 'F1'
  Viability Rating: assigned at 'a-'
  Support Rating: affirmed at '1'
  Support Rating Floor: affirmed at 'A'
  Senior unsecured debt: affirmed at 'A'
  Commercial paper and senior unsecured Short-term debt: affirmed
   at 'F1'
  Lower Tier 2: upgraded to 'BBB+' from 'BBB'
  Upper Tier 2: upgraded to 'BBB-' from 'BB+'
  Preference stock: upgraded to 'BB+' from 'BB'


RANGERS FOOTBALL: Posts GBP3.5MM Losses in 6-Mos. Ended Dec. 31
---------------------------------------------------------------
BBC News reports that the Rangers Football Club has reported
losses of GBP3.5 million in the six months to December 31, 2013
-- down from GBP7.2 million for the seven-month period to the end
of the previous year.

Interim accounts published on Thursday show cash reserves of
GBP3.5 million, down from GBP21.2 million the previous year, BBC
discloses.

According to BBC, about GBP1.7 million of that GBP3.5 million
relates to money that is "not immediately available as working
capital".

Auditors Deloitte warned the club's ability to keep trading could
be hit by fans withholding season ticket funds, BBC relates.

Rangers chairman David Somers, as cited by BBC, said the proposed
withholding of season ticket money had caused "material
uncertainty".

Former Rangers director Dave King has suggested supporters put
their money into a season ticket trust fund until the board
provides answers over the club's future, BBC recounts.

                   About Rangers Football Club

Rangers Football Club PLC -- http://www.rangers.premiumtv.co.uk/
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station, RANGERSTV.tv.  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.


THOMAS BOLTON: In Administration; Put Up for Sale
-------------------------------------------------
Mark Burton at MetalBulletin reports that Thomas Bolton has been
placed in administration in preparation for sale as a going
concern.

According to MetalBulletin, the administrator Zolfo Cooper said
as a result of unresolved "short term cash flow difficulties",
the company was placed in administration in preparation for a
potential sale on Monday, March 24.

"We believe the company is an attractive proposition to a range
of potential buyers given its expertise and excellent product
range.  We welcome expressions of interest from third parties to
acquire the business as a going concern," MetalBulletin quotes
Graham Wild, one of the joint administrators and a partner at
Zolfo Cooper, as saying on Wednesday.

Thomas Bolton is the UK's only copper alloy maker.



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


* BOOK REVIEW: MERCHANTS OF DEBT
--------------------------------
Title: MERCHANTS OF DEBT: KKR and the Mortgaging of American
Business
Author: George Anders
Publisher: Beard Books
Softcover: 335 pages
169List Price: $34.95
Review by Gail Owens Hoelscher
Order your copy today at
http://www.beardbooks.com/beardbooks/merchants_of_debt.html

"For the first fourteen years of KKR's existence, the buyout
firm's hallmark could be expressed in one word: debt. As KKR
grew evermore powerful, Kravis and Roberts derived their
economic clout from a single fact: They could borrow more money,
faster, than anyone else," according to the chronicler of this
high-flying firm. KKR acquired $60 billion worth of companies
in wildly different industries in the 1980s: Safeway Stores,
Duracell, Motel 6, Stop & Shop, Avis, Tropicana, and Playtex.
They made piles of money by deducting interest expenditures from
their taxes, cutting costs in their new companies and riding a
long-running bull market.

The juggernaut of Kohlberg Kravis Roberts & Co. began rolling in
1976 when Jerome Kohlberg and cousins Henry Kravis and George
Roberts left Bear, Stearns with about $120,000 to spend. The
three wunderkind shortly invented and dominated the leveraged
buyout as they sought investors and borrowed money to acquire
Fortune 500 companies in dizzying succession. They put up very
little money of their own funds, but their partnerships made out
like bandits. Consider the case of Owens-Illinois: KKR pup up
only 4.7 percent of the purchase price. The company's chairman
earned $10 million within a few years, the takeover advisors got
$60 million, Owens-Illinois was left "gaunt and scaled back,"
and about five years later, KKR took it public at $11 a share,
more than twice what the KKR partnership had paid for it.

In this reprint of his 1992 books, George Anders tells us how
they worked: "(t)ime after time, the KKR men presented a
tempting offer. The CEO could cash out his company's existing
shareholders by agreeing to sell the company to a new group that
would be headed by KKR, but would include a lot of room for
existing management. The new ownership group would take on a
lot of debt, but aim to pay it off quickly. If this buyout
worked out as planned, the KKR men hinted, the new owners could
earn five times their money over the next five years. Presented
with such a choice in the frenzied takeover climate of the
1980s, manages and corporate directors again and again said yes.
To top management a leveraged buyout was the most palatable way
to ride out the merger-and-acquisition craze."

The author includes a detailed appendix of KKR's 38 buyouts
during the period 1977-1992 that presents the following on each
purchase: price paid by KKR; percentage of the purchase price
paid by KKR's equity funds; length of time KKR owned the
company; financial payoff for the ownership group; and the
annualized profit rate for investors over the life of the
buyout. KKR used less than 9 percent of its own funds in 18 of
the 38 cases. In only four cases did KKR put up more than 30
percent of the price. KKR owned the 38 companies for an average
of about 5 years. As Anders puts it, "(a)s quickly as the KKR
men had roared into a company's life, they roared off."

This behind-the-scene account shows the ambition, pride, envy
170and fear that characterized the debt mania largely engineered
by KKR, a mania that put millions out of work and made a very few
very rich. This book is a must read in understanding what
happened to corporate America in the 1980s.

George Anders is the West Coast bureau chief of Fast Company
magazine. He worked for two decades at the Wall Street Journal,
and was part of a seven-person reporting team that won the
Pulitzer Prize for national reporting in 1997.


                            *********

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

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

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


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

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

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

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

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

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


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