TCREUR_Public/140410.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, April 10, 2014, Vol. 15, No. 71

                            Headlines



A Z E R B A I J A N

BAGHLAN GROUP: S&P Withdraws 'SD' Long-Term Corp. Credit Rating


C R O A T I A

OPTIMA TELEKOM: Hrvatski Takeover Plan Gets Conditional Approval


C Z E C H   R E P U B L I C

PILSEN STEEL: Creditors Approve Reorganization Plan


F R A N C E

LAFARGE SA: S&P Revises Outlook to Pos. & Affirms 'BB+/B' Ratings


G E R M A N Y

STYROLUTION GROUP: Moody's Raises Corp. Family Rating to 'B1'
TAKKO FASHION: Moody's Changes Outlook on 'B3' CFR to Negative


I R E L A N D

CELF LOAN II: Moody's Hikes Rating on Class C Notes From 'Ba1'
KILDARE SECURITIES: New Mortgage Mgr. No Impact on Fitch Ratings
SEAN DUNNE: Irish Developer Loses U.S. Appeal on Petition


I T A L Y

BANCA CARIGE: Moody's Cuts Deposit Ratings to Caa1; Outlook Neg.
WIND TELECOMUNICAZIONI: Moody's Cuts CFR to 'B2'; Outlook Stable


R U S S I A

UC RUSAL: Enters Into Forbearance Agreement with Lenders


S P A I N

PESCANOVA SA: Stakeholders In Debt Talks with Lenders


U K R A I N E

KHARKIV CITY: Moody's Cuts Currency Ratings to Caa3; Outlook Neg.
KYIV CITY: Moody's Lowers Currency Ratings to Caa3; Outlook Neg.
UKRAINE: Moody's Cuts CFRs of Five Issuers to Caa2; Outlook Neg.


U N I T E D   K I N G D O M

HEARTS OF MIDLOTHIAN: Attempt to Exit Administration Faces Delay
NORKING ALUMINIUM: In Administration, Cuts 98 Jobs
PRINT LOGIC: In Administration, Owes GBP1.2 Million
TAYLOR GALLERY: No Prospect of Survival, Judge Rules
W A BROWNE: Goes Into Administration

WESTCO MEDICAL: Goes Into Administration




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A Z E R B A I J A N
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BAGHLAN GROUP: S&P Withdraws 'SD' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Azerbaijan-based diversified company
Baghlan Group FZCO to 'SD' (selective default) from 'B-'.  S&P
subsequently withdrew the rating owing to the lack of sufficient
information from Baghlan.

The 'SD' rating at the time of withdrawal reflected Baghlan's
failure to make the US$19 million coupon payment due on Dec. 27,
2013, on its unrated US$150 million loan participation notes.  The
information about the missed payment has become available to S&P
only recently.  In addition, S&P understands from Baghlan that it
has since made a partial US$8 million payment toward the coupon,
which is not enough under S&P's criteria to avoid its lowering of
its rating on Baghlan to selective default.

S&P has withdrawn its rating on Baghlan because the company has
failed to provide it with adequate and timely information, notably
about its liquidity.  In the absence of sufficient information
from Baghlan, S&P is unable to maintain its rating on the company.



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C R O A T I A
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OPTIMA TELEKOM: Hrvatski Takeover Plan Gets Conditional Approval
----------------------------------------------------------------
SeeNews reports that Croatia's competition authority, AZTN, has
conditionally approved plans by incumbent telco Hrvatski Telekom
to take control of embattled peer Optima Telekom.

According to SeeNews, Hrvatski Telekom said in a filing to the
Zagreb bourse the move to take control of Optima Telekom, based on
a proposal for its financial and operational restructuring as part
of a pre-bankruptcy settlement procedure, has been deemed by the
AZTN as allowable on condition that measures are accepted to
eliminate negative effects arising from this concentration.

Hrvatski Telekom applied for the relevant regulatory clearance in
June, SeeNews recounts.

The proposal for financial and operational restructuring
anticipates that, along with other creditors, the two largest
creditors of OT -- Zagrebacka Banka and Hrvatski Telekom -- would
convert their claims into equity, SeeNews notes.

Optima Telekom is a Croatian fixed-line operator.



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C Z E C H   R E P U B L I C
============================


PILSEN STEEL: Creditors Approve Reorganization Plan
---------------------------------------------------
CTK reports that Pilsen Steel, who is in insolvency proceedings
since June 2012, has an approved reorganization plan effective as
of March 27.

Pilsen Steel managed to avert bankruptcy in October last year, but
had to wait for the verdict of the High Court in Prague to which
two creditors had appealed, CTK recounts.

The reorganization plan was approved by a majority of the
company's 350 creditors who represented 86% of the filed claims
whose volume exceeded CZK5 billion, CTK discloses.

According to CTK, the reorganization plan will allow Pilsen Steel
to pay the registered claims and thus end the whole insolvency.
Pilsen Steel executive Igor Vazhenin said the company can now
return to a more standard regime where it is already not limited
by the insolvency administrator and creditor committee, CTK
relates.

Pilsen Steel is a Czech steel maker and forge shop.



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F R A N C E
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LAFARGE SA: S&P Revises Outlook to Pos. & Affirms 'BB+/B' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
France-based heavy materials producer Lafarge S.A. to positive
from stable.  At the same time, S&P affirmed its 'BB+/B' long- and
short-term corporate credit ratings on the company.

In addition, S&P affirmed its 'BB+' senior unsecured debt ratings
on the company.  The recovery ratings on this debt are unchanged
at '3', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.

The outlook revision and ratings affirmation follow the
announcement by Lafarge and Swiss heavy materials group Holcim
Ltd. on April 7, 2014, of their intention to merge their
operations.  Holcim has indicated it will launch a public exchange
offer for all outstanding Lafarge shares with new Holcim shares.
The companies have announced they expect the process to be
finalized in the first half of 2015.  S&P understands there is no
cash consideration beyond transaction costs.  In parallel, both
entities will make large disposals to secure approval from
antitrust authorities.  At this stage, S&P believes two thirds of
divestments -- in revenue terms -- will be in Europe, especially
in France and the U.K., with some possible disposals in emerging
countries as well, namely in Asia and Latin America.  S&P
understands that carrying out a large number of disposals, in
value terms, is a prerequisite for antitrust authorities' approval
of the deal.

S&P considers that its assessment of the combined entity's
business risk profile would benefit from the link-up, given that
the new LafargeHolcim would have an unrivaled asset portfolio in
terms of geographic diversity and absolute size in the sector.
S&P expects, however, to continue to assess the combined entity's
business risk profile as "strong," matching those of Lafarge and
Holcim.

S&P also sees clear benefits for Lafarge in terms of capital
structure as it believes the combined entity's financial risk
profile will remain in its "significant" category, like Holcim's,
assuming smooth execution of the disposals.  This would compare
with S&P's current view of Lafarge's cash flow and leverage as
"aggressive." At year-end 2013, Lafarge's ratio of funds from
operations (FFO) to debt was in the low teens in percentage terms,
compared with Holcim's in the mid-twenties.

In S&P's base case, it assumes that:

   -- The transaction will close on Jan. 1, 2015, and Holcim will
      consolidate Lafarge's net debt.

   -- There will be no cash squeeze out of Lafarge minorities,
      meaning S&P expects a fully successful offer, with all
      shareholders contributing their shares to the merger.

   -- EBITDA totaling about EUR0.8 billion will be divested by
      the two companies, yielding an average valuation multiple
      of at least 5x for the transactions.  While S&P
      acknowledges that its base multiple assumption is
      conservative, it believes there are substantial execution
      risks associated with the divestments, either because of
      their size or the current overcapacity in some markets
      where both companies intend to sell assets.

   -- Transaction and implementation costs will exceed any
      synergies in both 2015 and 2016.

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

   -- Taking into account the restatement of its consolidated
      financial statements as per International Financial
      Reporting Standard 11 requirements, Lafarge's unadjusted
      net debt will be about EUR9 billion on Dec. 31, 2014, by
      S&P's estimate.FFO to debt exceeding 25% and debt to EBITDA
      less than 2.5x for Holcim in 2014.

   -- Ratios of debt to EBITDA of about 2.5x-2.7x in 2015 for the
      combined entity, improving to approximately 2.2x-2.5x in
      2016.

The positive outlook reflects S&P's view that its assessment of
the combined LafargeHolcim entity's financial risk profile will be
"significant" after the planned asset sales.  This compares with
S&P's current view of Lafarge's financial risk as "aggressive."

S&P might consider an upgrade if the merger closed early in 2015
as currently planned.  Post merger, S&P would expect to raise its
ratings on Lafarge to 'BBB/A-2', in line with those on Holcim.

S&P would most likely revise the outlook to stable if the merger
did not close.  This could happen primarily if Lafarge and Holcim
failed to make the disposals necessary to obtain antitrust
authorities' approval of the transaction.



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G E R M A N Y
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STYROLUTION GROUP: Moody's Raises Corp. Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
(CFR) of Styrolution Group GmbH to B1 from B2, the probability of
default rating to B1-PD from B2-PD and the instrument rating on
the EUR480 million of senior secured guaranteed notes due in 2016
to B1 from B2. The outlook on all ratings remains stable.

Ratings Rationale

The upgrade follows the company's good performance in 2013 -- with
operating margins and cash flow generation significantly above
Moody's expectations. The favorable results were driven by the
increased profitability in the polystyrene business, following the
closure of Styrolution's Marl plant, and the strong performance in
the styrene monomer business. Consequently, for FY2013, EBITDA
margin improved to 6.9% from 5.3% in FY2012 and debt to EBITDA
declined to 2.2x from 3.1x in FY2012, while free cash flow (FCF)
to debt reached 18% compared with -4.4% in FY2012 (ratios adjusted
with Moody's standard adjustments). These credit metrics met our
upgrade triggers and now appropriately position the company in the
B1 rating category.

The rating action also incorporates Moody's view that current
profitability levels and free cash flow generation will be
maintained throughout 2014, supported mainly by cost savings
associated with the synergy program launched in 2011, as well as
by the company's new strategic focus on higher margin products and
higher growth end markets. The rating agency believes that these
initiatives will offset any potential further weakness in the
European and Asian markets and the margin declines expected in the
styrene monomer business.

The B1 CFR reflects the (1) challenging trading environment in
Europe and in the Asian polystyrene and ABS markets; (2) exposure
to feedstock price volatility; (3) lack of product
diversification; and (4) heightened substitution threat for its
polystyrene and ABS products.

However, the rating benefits from Styrolution's (1) leading global
market share position in the styrenics market based on capacity,
combined with a global operational footprint; (2) cost leadership
position with a portfolio of first- and second-quartile rated
production plants in several markets, further supported by the
cost reductions associated with their restructuring program; and
(3) certainty of supply of key raw materials, in large part as a
result of supply agreements with its shareholders, BASF (SE) (A1
stable) and Ineos Group Holdings S.A. (B1 stable).

Rating Outlook

The stable outlook reflects Moody's view that Styrolution will
continue to operate at satisfactory margin levels and maintain an
adequate liquidity position. The outlook also assumes that changes
to the ownership structure following a potential exercise of the
shareholders' options (Ineos' call option on BASF's stake can be
exercised as of February 2014 and BASF's put option may be
exercised from October 2014) will not lead to significant
increases in gross debt levels.

What Could Change The Rating Up/Down

The ratings could be upgraded if there is a sustained recovery in
Styrolution's markets resulting in (1) Moody's-adjusted EBITDA
margin rising above 8%; (2) sustained positive FCF/debt of around
15% and an improved liquidity profile with higher cash balances;
and (4) reduced leverage of less than 2x Moody's-adjusted
debt/EBITDA. Conversely, the ratings could be downgraded if
performance deteriorates such that (1) Styrolution's Moody's-
adjusted EBITDA margin falls consistently below 6%; (2) the
company's Moody's-adjusted FCF turns negative or the company
experiences a significant decrease in liquidity; or (4) its
debt/EBITDA ratio rises above 4.0x.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Styrolution Group GmbH, based in Frankfurt, Germany, is a leading
global styrenics supplier (based on revenues), especially in
Europe and North America. Styrolution is focused on the production
and sale of polystyrene, acrylonitrile butadiene styrene (ABS),
styrene monomer, and other styrenic specialities. The group is a
joint venture between BASF (SE) and Ineos Group Holdings S.A.. The
joint venture became fully operational as a new independent
company on 1 October 2011. For financial year-end December 2013,
Styrolution's revenues and Moody's-adjusted EBITDA were EUR5.8
billion and EUR404 million respectively.


TAKKO FASHION: Moody's Changes Outlook on 'B3' CFR to Negative
--------------------------------------------------------------
Moody's Investors Service has changed from stable to negative the
ratings outlook of Takko Fashion S.a.r.l. The ratings affected
include Takko's Corporate Family Rating (CFR) of B3 and
probability of default rating (PDR) of B2-PD and B3 rating of
EUR525 million senior secured notes due 2019 issued by Takko
Luxembourg 2 S.C.A. At the same time, Moody's affirms Takko's
ratings.

Ratings Rationale

The negative outlook reflects Moody's concerns about the company's
ability to reverse the trend of weak operating performance,
including continued decline in like-for-like (LFL) sales and
pressure on profitability. Although the top line continues to
demonstrate positive growth as a result of store expansion, at
approximately 5% during the nine months ended January 2014, LFL
sales declined by approximately 2% during the same period.
Furthermore, the company's profitability continues to be impacted
by markdowns applied to manage inventory levels. Moody's adjusted
EBITDA margin declined to 19% as of LTM January 2014 from 21.6% as
of LTM April 2013, driven by decrease in EBITDA margin in Germany.
Positively, profitability outside of Germany improved during the
period and total positive LFL growth was achieved during the last
quarter. The decline in EBITDA, combined with higher than expected
debt due to drawings under the revolving credit facility (RCF) and
increased operating leases resulted in leverage reaching 8.0x as
of January 2014 (Moody's adjusted). Finally, the company's free
cash flow (FCF) turned negative during LTM January 2014, primarily
due to a build-up in inventory during the last summer season.

Moody's expects the new CEO of the company to focus on operational
improvement, such as better inventory management and operational
efficiency, as well as any strategic changes required. The company
expects to release the new strategy at the end of August 2014.

Meanwhile the rating agency will continue to focus on the
company's liquidity position. Takko's liquidity, although reduced
as a result of the operating underperformance, remains adequate as
of the end of January 2014, supported by EUR32 million cash and
EUR50 million availability under RCF. The headroom under a single
minimum EBITDA covenant is expected to be sufficient, in the
absence of further marked deterioration.

What Could Change The Rating Up/Down

Upward pressure on the rating is unlikely in light of the negative
outlook on the rating. However, longer-term, upward pressure could
be exerted on the rating if Takko's credit metrics were to
strengthen on a sustainable basis, leading to adjusted Debt/EBITDA
ratio below 6.0x and an EBITA/Interest above 1.5x.

The rating could come under negative pressure in the absence of
signs of operational improvement, such as gross margin recovery
and positive like-for-like growth. The rating may be downgraded if
Debt/EBITDA ratio remains elevated above 7.0x beyond the end of
fiscal year ended April 2015 and/or if FCF remains negative. Any
negative pressure on liquidity or covenant headroom could also
lead to a downgrade.

The principal methodology used in these ratings was the Global
Retail Industry published in June 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.

Founded in 1982, Takko is a German value fashion retailer offering
a range of apparel products and accessories for women, men and
children and primarily targeting young price-conscious yet
fashion-oriented families with over 1,800 stores across Germany
and other European countries. The company generated approximately
EUR1,057 million in net revenue for fiscal year ended April 2013.



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I R E L A N D
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CELF LOAN II: Moody's Hikes Rating on Class C Notes From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings on the following notes issued by CELF Loan Partners II
plc:

   EUR50M Class B-1 Senior Secured Floating Rate Notes due 2021,
   Upgraded to Aa1 (sf); previously on Oct 10, 2012 Upgraded to
   A1 (sf)

   EUR7M Class B-2 Senior Secured Fixed Rate Notes due 2021,
   Upgraded to Aa1 (sf); previously on Oct 10, 2012 Upgraded to
   A1 (sf)

   EUR42.5M Class C Senior Secured Deferrable Floating Rate Notes
   due 2021, Upgraded to Baa3 (sf); previously on Oct 10, 2012
   Confirmed at Ba1 (sf)

Moody's also affirmed the ratings on the following notes issued by
CELF Loan Partners II plc:

   EUR300M (currently EUR117.1M outstanding) Class A Senior
   Secured Floating Rate Notes due 2021, Affirmed Aaa (sf);
   previously on Jul 5, 2011 Upgraded to Aaa (sf)

   EUR19.5M Class D Senior Secured Deferrable Floating Rate Notes
   due 2021, Affirmed B1 (sf); previously on Oct 10, 2012
   Confirmed at B1 (sf)

   EUR15M (currently EUR2.3M rated balance outstanding) Class R
   Combination Notes, Affirmed Aaa (sf); previously on Jul 5,
   2011 Confirmed at Aaa (sf)

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

   EUR12M Class T Combination Notes, Withdrawn (sf); previously
   on Oct 10, 2012 Upgraded to Ba1 (sf)

CELF Loan Partners II PLC., issued in November 2005, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by CELF
Advisors LLP. The reinvestment period ended in December 2011.

Ratings Rationale

The upgrade to the ratings on the Class B and Class C notes is
primarily a result of a significant amount of amortization of the
underlying portfolio on the payment date in December 2013, where
EUR54 million (or 31.6%) was used to redeem the Class A notes.

As a result of the deleveraging, over-collateralization of the
senior notes has increased. As of the trustee's February 2014
report, the Class B had an over-collateralization ratio of
142.80%, compared with 133.30% 2 months ago, and the Class C had
an over-collateralization ratio of 114.79%, compared with 112.37%.
Further, the over-collateralization ratio of the Class B has
increased by 14.44%, and that of the Class C, by 3.64%, over the
last 12 months.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class R,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date minus the aggregate of
all payments made from the Issue Date to such date, either through
interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount reported
by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of approximately
EUR241.4 million, defaulted par of EUR27.9 million, a weighted
average default probability of 25.77% (consistent with a WARF of
3681 with a weighted average life of 4.2 years), a weighted
average recovery rate upon default of 45.6% for a Aaa liability
target rating, a diversity score of 22 and a weighted average
spread of 3.91%.

In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower. Given that the portfolio has
exposures to 3.2% of obligors Italy, whose LCC is A2 and 11.2% in
Spain, whose LCC is A1, Moody's ran the model with different par
amounts depending on the target rating of each class of notes, in
accordance with Section 4.2.11 and Appendix 14 of the methodology.
The portfolio haircuts are a function of the exposure to
peripheral countries and the target ratings of the rated notes,
and amount to 1.76% for the Class A notes, 1.10% for the Class B
notes and 0% for the Class C and Class D notes

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. For a Aaa liability target rating, Moody's
assumed that 88.1% of the portfolio exposed to senior secured
corporate assets would recover 50% upon default, while the
remainder non first-lien loan corporate assets would recover 15%.
In each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics of
the collateral pool into its cash flow model analysis, subjecting
them to stresses as a function of the target rating of each CLO
liability it is analyzing.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3 or
lower and maturing between 2014 and 2015 make up approximately
6.4% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 3780
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

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

Additional uncertainty about performance is due to the following:

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

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

3) Around 36% of the collateral pool consists of debt obligations
whose credit quality Moody's has been assessed by using credit
estimates. As part of its base case, Moody's has stressed large
concentrations of single obligors bearing a credit estimate as
described in "Updated Approach to the Usage of Credit Estimates in
Rated Transactions," published in October 2009 and available at
https://www.moodys.com/research/Updated-Approach-to-the-Usage-of-
Credit-Estimates-in-Rated--PBC_120461.

4) Long-dated assets: Moody's notes that the underlying portfolio
includes a number of investments in securities that mature after
the maturity date of the notes. As of February 2014, reference
securities that mature after the maturity date of the notes
currently make up approximately 1.33% of the underlying performing
reference portfolio. These investments potentially expose the
notes to market risk in the event of liquidation at the time of
the notes' maturity.

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


KILDARE SECURITIES: New Mortgage Mgr. No Impact on Fitch Ratings
----------------------------------------------------------------
Fitch Ratings says that Kildare Securities Limited's ratings are
not affected by the change of mortgage manager to Bank of Ireland
(BBB/Negative/F2) from ICS Building Society, a subsidiary of Bank
of Ireland.

This is because since October 2011, ICS Building Society in its
capacity as mortgage manager has delegated the performance of the
mortgage manager functions to Bank of Ireland as permitted under
the Mortgage Management Agreement.

The change in mortgage manager occurred on 4 April 2014.

The ratings of the notes are as follows:

  Class A2 due Dec 2043 (ISIN: US493897AB83) rated 'AAsf';
  Outlook Negative

  Class A3 due Dec 2043 (ISIN: XS0286335996) rated 'Asf'; Outlook
  Negative

  Class B due Dec 2043 (ISIN: XS0286336374) rated 'BBBsf';
  Outlook Negative

  Class C due Dec 2043 (ISIN: XS0286336531) rated 'B+sf'; Outlook
  Negative

  Class D due Dec 2043 (ISIN: XS0286336887) rated 'CCCsf';
  Recovery Estimate: 20%

Kildare is a securitization of residential mortgages originated in
the Republic of Ireland.


SEAN DUNNE: Irish Developer Loses U.S. Appeal on Petition
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sean Dunne, an Irish real-estate developer, was
barred from appealing a ruling by the U.S. Bankruptcy Court in
Connecticut allowing an Irish bank creditor to have him also ruled
bankrupt in Ireland.

According to the report, Ulster Bank Ireland Ltd., one of Mr.
Dunne's two main bank creditors, filed an involuntary bankruptcy
petition against him in Ireland in February 2013.  Before the bank
was able to locate Mr. Dunne and serve the petition on him, Mr.
Dunne filed a voluntary Chapter 7 bankruptcy petition in
Bridgeport, Connecticut, near where Dunne said he resides. Dunne's
Chapter 7 petition automatically barred Ulster Bank from
proceeding with the Irish bankruptcy.

At the bank's request, the Connecticut bankruptcy judge signed an
order in June allowing the Irish bankruptcy to proceed to a
limited degree, the report related.  Dunne filed an appeal,
although he failed to persuade the bankruptcy judge to stay the
Irish bankruptcy pending appeal.

U.S. District Judge Janet Bond Arterton in Hartford, Connecticut,
dismissed Mr. Dunne's appeal on March 11, the report further
related.  She said the appeal was moot because she couldn't set
aside the ruling by the Irish court declaring him bankrupt. She
also said it would be inequitable to preclude Ulster Bank from
participating in the selection of an Irish trustee.

Judge Arterton said the appeal was moot because she couldn't give
any effective relief even if the bankruptcy judge were wrong in
allowing him to be declared bankrupt in Ireland, the report added.

                          About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of US$55.2
million and liabilities totaling US$942.2 million.  The assets
include US$40.8 million of real estate, all in Ireland. Among the
US$280.2 million in secured creditors and US$612.2 million in
unsecured creditors, almost all are in Ireland.



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


BANCA CARIGE: Moody's Cuts Deposit Ratings to Caa1; Outlook Neg.
----------------------------------------------------------------
Moody's has downgraded Banca Carige S.p.A.'s long-term issuer and
deposit ratings by one notch, to Caa1 from B3. At the same time,
the rating agency also lowered the bank's standalone baseline
credit assessment (BCA) by one notch to caa3 from caa2.

The downgrade was driven by the substantial losses reported by
Carige in Q4 2013, which increases the risk of it failing the
European Central Bank's (ECB) Asset Quality Review (AQR) and
requiring external support as a result.

The outlook on Carige's long-term issuer and deposit ratings
remains negative.

Ratings Rationale

Rationale For Lowering The Standalone BCA

Moody's says that the lowering of the standalone BCA to caa3 was
triggered by the large losses reported by Carige in Q4 2013, which
were driven by substantial loan loss charges related to increased
problem loans and achieving higher coverage; these losses will
offset the benefits of a planned EUR800 million capital increase
in June. At end-2013 the bank reported, including the planned
capital increase, a 7.6% pro-forma fully-loaded Basel III Common
Equity Tier 1 (CET1). The rating agency says that this means it
has a significant risk of failing the ECB's AQR, which requires
banks to have a minimum 8% phased-in CET1, and requiring external
support as a result (see note 1 at the end of this report).

On March 28, 2014, Carige reported a net loss for 2013 of EUR1,762
million, of which EUR1,169 million was non-recurring; non-
recurring items include goodwill impairment, a revaluation of
Carige's stake in the Bank of Italy, the sale of long-dated
government bonds, the sale of the bank's asset management
subsidiary, and the write-down of real estate owned by the
insurance subsidiaries. The recurring loss of EUR593 million was
mainly driven by very high loan loss charges, which rose from
EUR447 million in 2012, to EUR1,063 million in 2013. Carige
already reported a substantial increase in its loan loss charges
in Q4 2012 and in the first three quarters of 2013, following the
fulfilment of requests made by the Bank of Italy after two on-site
inspections. As part of other requests made by the supervisor, a
new management was appointed in Q4 2013, and their analysis of the
bank's loan book and level of coverage drove another spike in loan
loss charges. In the last quarter of the year, Carige booked
EUR670 million in loan loss charges (on top of the EUR394 million
already booked in the first nine months of the year), equivalent
to almost two-thirds of the provisions made for the year.

The large increase in loan loss charges in Q4 2013 was mostly
derived from a material increase in problem loan coverage levels,
while the impact related to the increase in the stock of problem
loans was somewhat more limited. Problem loans increased from 8.5%
of the bank's gross loans in December 2012, to 14.4% in December
2013 (see note 2 at the end of this report). One quarter of this
increase (140 basis points) pertains to Q4, while the majority was
already recognized in previous quarters. Problem loan coverage
increased significantly in Q4: from 46% in December 2012 (and
September 2013) to 56% as at December 2013. Moody's notes that
Carige is now in line with the system average of 54% as at June
2013 (see note 3 at the end of this report). However, Moody's also
notes that this coverage level is significantly below the highest
levels in Italy (i.e., UniCredit SpA, with 71% as at December
2013).

The net loss reported in 2013 led to a 170 basis point decline in
Carige's Basel 2.5 core Tier 1 ratio to 5.1% (year-end 2012:
6.8%). However, capitalization is very likely to improve from
these levels by June 2014, when Carige plans to launch a EUR800
capital increase, which is still subject to regulatory approval.
Carige has reached an underwriting agreement with a pool of
investment banks, significantly reducing the execution risk of the
capital increase. The bank estimates that its fully-loaded Basel
III CET1 (including capital increase) would be 7.6%.

Moody's says that Carige's very weak pro-forma capitalization as
at December 2013 poses significant challenges to the bank, and
that the risk of it failing the AQR is very high. Carige will be
required to have a CET1 (phased-in as of January 2014) above 8% in
order to pass the ECB's AQR, the result of which will be published
by the end of October 2014. This, and the subsequent possibility
that Carige may require external support, are reflected in the
caa3 standalone BCA.

Rationale For The Downgrade Of The Long-Term Issuer And Deposit
Rating And For The Negative Outlook

Moody's says that the one-notch downgrade of Carige's long-term
issuer and deposit ratings to Caa1 from B3 reflects the one-notch
lowering of the bank's standalone BCA to caa3 from caa2, as well
as the rating agency's unchanged assumptions of moderate
probability of systemic (government) support. As a result, the
two-notch uplift from the standalone BCA to the long-term issuer
and deposit rating remains unchanged.

The outlook on Carige's long-term issuer and deposit rating
remains negative, reflecting the above mentioned uncertainties,
downward pressures on asset quality and capital linked to the
ECB's comprehensive assessment.

What Could Move The Ratings Up/Down

As evidenced by the negative outlook, upward pressure on Carige's
ratings is limited. However, a successful outcome of the ECB's
comprehensive assessment, evidence of stabilization of asset
quality, and a return to satisfactory recurring profitability
could lead to a stabilization of Carige's ratings.

Failing the ECB's comprehensive assessment, together with a
request of external support, would exert downward pressures on all
of the bank's ratings.

List of Affected Ratings

  Long-term issuer rating: downgraded to Caa1 with negative
  outlook, from B3 with negative outlook.

  Long-term deposit rating: downgraded to Caa1 with negative
  outlook, from B3 with negative outlook.

  Standalone baseline credit assessment (BCA) and adjusted BCA:
  lowered to caa3 from caa2.

  Standalone Bank Financial Strength Rating (BFSR): affirmed at
  E, with no outlook.

  Short-term deposit rating: affirmed at Not-Prime.

(note1) Unless otherwise noted, data in this report are from
        Company data or Moody's Financial Metrics.

(note2) Problem loans include non-performing loans (sofferenze),
        watchlist (incagli), restructured (ristrutturati), and
        past-due (scaduti); Moody's adjusts these numbers and
        only incorporates 30% of the watchlist category as an
        estimate of those over 90 days overdue.

(note3) Source of system data: Bank of Italy's Financial
        Stability Report, published in November 2013.

(note4) For further details on the AQR, please refer to Moody's
        "ECB's Comprehensive Assessment: Answers to Frequently
        Asked Questions", published on March 20, 2014.


WIND TELECOMUNICAZIONI: Moody's Cuts CFR to 'B2'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) and probability of default rating (PDR) of Wind
Telecomunicazioni S.p.A. to B2 and B2-PD from B1 and B1-PD
respectively.  The ratings on Wind's and Wind Acquisition Finance
S.A.'s senior secured notes have been confirmed at Ba3.  The
outlook is stable.

Concurrently, Moody's assigned a provisional (P)Caa1 rating to the
2021 senior notes to be issued by Wind Acquisition Finance S.A.

The above-mentioned rating actions conclude the review for
downgrade initiated in March.

The downgrade follows the company's announcement last week that it
had launched an offering of EUR3.75 billion senior notes, due
2021, that will result in the company incurring additional junior
debt at the restricted group level to refinance its existing
senior notes and the PIK notes (issued at Wind Acquisition
Holdings Finance S.A.).

Ratings Rationale

Wind's B2 corporate family rating (CFR) reflects (1) the company's
high leverage, expected at around 5.6x adjusted debt/EBITDA at
closing of the refinancing (excluding the Payment in Kind (PIK)
notes issued at Wind Acquisition Holdings Finance S.A.); (2) weak
growth expectations in 2014 as the Italian macro-economic outlook
remains uncertain and the local telecommunications sector recovers
from last year's aggressive summer promotions which had a
pronounced negative effect on the industry; (3) weak free cash
flow generation relative to the large debt burden of the company.

However, more positively, the rating also continues to reflect
Wind's (1) solid and growing share of the telecommunications
services market in Italy and its strong competitive positioning
vis-...-vis its main competitors, Telecom Italia S.p.A. (Ba1
negative) and Vodafone Group Plc (A3 negative); (2) diversified
business model, with the company being active in mobile, fixed-
line voice and broadband internet; (3) support from its parent,
VimpelCom Ltd (Ba3 stable) as evidenced by Vimpelcom's EUR500
million cash injection as part of the current refinancing
exercise; and (4) improved cash flow generation ability in the
long term as the current refinancing is expected to yield savings
on cash interest costs.

The downgrade mainly reflects the substantial increase in debt
quantum and the resulting Moody's adjusted leverage estimated at
5.6x pro-forma the transaction (based on 2013 EBITDA) -- which is
materially above Moody's 5.0x guidance for a downgrade. In
addition, the downgrade reflects Moody's expectations that the
company's leverage will likely remain above 5.0x throughout 2014,
and this despite the announced tower disposal process (expected to
conclude end 2014) from which Wind expects to generate between
EUR300 and EUR500 million in cash as under Moody's standard
adjustments, the resulting leases on these towers would be
capitalised and included in Wind's adjusted indebtedness.

Following the transaction, Wind will have adequate liquidity
profile supported by a long and back-ended maturity profile as
well as a new EUR200 million (uncommitted) accordion added to the
company's EUR400 million RCF. Wind's liquidity will also improve
following the transaction as the company's refinancing of its
current senior notes is expected to yield cash interest savings.
Moody's however notes that Wind's free cash flow generation will
remain low relative to the carried quantum of debt and, in the
medium term, is unlikely to allow the company to meaningfully
reduce its leverage.

The provisional (P)Caa1 ratings on Wind's proposed new senior
notes reflects their second priority ranking security over certain
Wind assets, behind approximately EUR6.1 billion of senior secured
debt (2018, 2019 and 2020 senior secured notes and senior credit
facilities).

Upon repayment of the PIK notes in full, Moody's would withdraw
the CFR, PDR and PIK notes ratings that are currently assigned at
the WAHF level.

What Could Change the Rating DOWN:

Moody's could downgrade Wind's ratings if the company's leverage
were to increase towards 6.0x, or if Wind's free cash flow
generation were to materially deteriorate as a result of lower
than expected performance.

What Could Change the Rating UP:

Wind's ratings could be upgraded were the company's leverage to
decrease to 5.0x. A rating upgrade would also hinge on Wind's
ability to generate meaningful free cash flow so that the
company's RCF/Debt as adjusted by Moody's were to increase towards
10%.



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


UC RUSAL: Enters Into Forbearance Agreement with Lenders
--------------------------------------------------------
Yuliya Fedorinova at Bloomberg News reports that United Co. Rusal
entered into a forbearance agreement with lenders on a US$4.75
billion loan, protecting the company from possible payment
breaches as it seeks to refinance.

According to Bloomberg, a Rusal statement said the accord, which
lasts through July 7 and took effect on April 8, guarantees that
lenders won't demand the company repay the debt for breaching
covenants, including failure to pay an installment.  The statement
said the deal also gives Rusal time to complete talks to refinance
the US$4.75 billion, which it originally borrowed in 2011,
Bloomberg notes.

Rusal had net debt of US$10.1 billion at the end of 2013 and
posted an annual net loss of US$3.2 billion as it wrote down the
value of assets after aluminum prices fell, Bloomberg says, citing
a financial statement published March 28.  The company already won
an agreement from Russian state-run banks VTB Group, OAO
Gazprombank and OAO Sberbank to refinance US$5.6 billion of debt,
Bloomberg recounts.

Bloomberg relates that Rusal's press service said by e-mail on
March 31 the company expects to complete the refinancing of the
US$4.75 billion loan "soon," after 95% of the creditors agreed to
a plan.  The company said it still owes US$3.2 billion on the
loan, Bloomberg relays.

United Company Rusal -- http://www.rusal.com/-- is among the
world's top aluminum producers, along with Rio Tinto Alcan and
Alcoa.  Formed in 2000 from various parts of the old Soviet state
apparatus, Rusal produces about 4 million tons of aluminum, 11
million tons of alumina, and 6 million tons of bauxite.  Its
aluminum business include packaging and foil operations in
addition to a network of smelters.  Those Soviet spare parts were
significantly augmented in 2007 when the company merged with
fellow Russian aluminum producer Sual and Glencore's alumina
unit.  Rusal is majority owned by Board member Oleg Deripaska,
who had owned the company completely prior to the merger.



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


PESCANOVA SA: Stakeholders In Debt Talks with Lenders
-----------------------------------------------------
Katie Linsell at Bloomberg News reports that Pescanova SA
stakeholders held a second day of talks a week before the company
must agree on a debt restructuring or begin a process of
liquidation.

According to Bloomberg, a person familiar with the matter said
representatives of shareholder Damm SA, the Spanish brewer,
are meeting in Madrid with lenders.  The banks comprise Banco
Bilbao Vizcaya Argentaria SA, Banco Popular Espanol SA, Banco
Sabadell SA, CaixaBank SA, NCG Banco SA and Unione di Banche
Italiane SCPA, Bloomberg discloses.

A bankruptcy court has given creditors until April 15 to
approve a proposal from shareholders Damm and Luxempart SA,
which includes an increased equity stake for lenders in exchange
for additional capital, Bloomberg notes.  Rather than back the
plan, Pescanova's lenders submitted an alternative offer this
month, which would give them control of the company if it enters
liquidation, Bloomberg recounts.

The person, as cited by Bloomberg, said that Pescanova's lenders
want to retain EUR1 billion of debt in the restructured company,
rather than the EUR700 million proposed by shareholders.  Under
the banks' proposal, they would inject EUR115 million into the
company and guarantee EUR1 billion of debt, Bloomberg notes.

                        About Pescanova SA

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

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



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


KHARKIV CITY: Moody's Cuts Currency Ratings to Caa3; Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service has downgraded the foreign and local-
currency ratings of the Ukrainian cities of Kyiv and Kharkiv to
Caa3 from Caa2. The outlook on the ratings is negative.

The main driver of the downgrade is the deterioration of the
Ukrainian government's credit profile, as reflected by Moody's
recent downgrade of the sovereign's Caa2 bond rating to Caa3.

Ratings Rationale

The deterioration in Ukraine's credit profile has direct
implications for the ratings of Kyiv and Kharkiv given their
institutional, financial and macroeconomic linkages with the
central government. Moody's believes neither city is sufficiently
insulated from national market risks and does not have adequate
fiscal autonomy to hold a rating exceeding the sovereign level.

Institutional and financial linkages with the sovereign are
reflected in the fact that the government sets local government
budget revenues and spending targets annually, limiting both
cities' budgetary flexibility. Moody's notes that both cities are
exposed to possible reductions in funding from the central
government, which it may undertake to balance its own budget.
Moreover, the central government has the power to temporarily
withdraw liquidity from municipal treasury accounts in cases of
liquidity stress, as has occurred in the past. Additional
financial pressure on municipalities may stem from the central
government's reduced capacity to provide them with short-term,
interest-free soft loans to cover immediate liquidity gaps.

The macroeconomic linkages between the central government and Kyiv
and Kharkiv are explained by the exposure of both cities' tax
revenues to deteriorations in domestic economic conditions, given
that personal income tax, which is exposed to business cycles,
accounts for the majority of the cities' tax revenue.

Kyiv

The main drivers of Kyiv's ratings are its (1) volatile budget
revenue; (2) liquidity pressures; and (3) exposure to foreign-
currency risks. The first driver, its volatile budget revenue, is
largely down to volatile central government finances. The second
driver, its exposure to the central government's liquidity
tensions, limits the municipality's ability to absorb revenue
shocks. The third driver, foreign-currency risks, arise from the
fact that around 35% of its net direct and indirect debt is
denominated in foreign currency. Given national external liquidity
risks, Kyiv's refinancing risks will likely remain an important
credit factor in the long term. At the same time, Kyiv's position
as the Ukrainian capital and the national economic hub, as well as
its less stringent expenditure composition compared with other
Ukrainian municipalities, mitigate the aforementioned risks in the
longer term.

Kharkiv

Kharkiv's ratings are constrained by a rigid operating expenditure
structure and also liquidity pressures. These challenges are only
partially counterbalanced by the city's limited exposure to market
volatility due to its low level of debt, which in 2013 was 10% of
operating revenue.

Rationale For Negative Outlook

The negative outlook on both ratings is driven by the negative
outlook on Ukraine's government bond rating.

What Could Change The Ratings Down/Up

-- Downward pressure could be exerted on Kyiv and Kharkiv's
    ratings following a further downgrade of the sovereign rating
    and/or a material weakening of these municipalities'
    standalone fiscal performances.

-- In contrast, an upward change in the ratings outlooks and/or
    upgrades of the ratings of both cities could arise from a
    similar rating action on the sovereign.

-- Specific economic indicators as required by EU regulation are
    not applicable for these entities.

On April 03, 2014, a rating committee was called to discuss the
ratings of the Kyiv, City of and Kharkiv, City of. The main points
raised during the discussion were: The issuers' fiscal or
financial strength, including their debt profiles, has materially
decreased. The systemic risk in which the issuers operate has
materially increased.


KYIV CITY: Moody's Lowers Currency Ratings to Caa3; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded the foreign and local-
currency ratings of the Ukrainian cities of Kyiv and Kharkiv to
Caa3 from Caa2. The outlook on the ratings is negative.

The main driver of the downgrade is the deterioration of the
Ukrainian government's credit profile, as reflected by Moody's
recent downgrade of the sovereign's Caa2 bond rating to Caa3.

Ratings Rationale

The deterioration in Ukraine's credit profile has direct
implications for the ratings of Kyiv and Kharkiv given their
institutional, financial and macroeconomic linkages with the
central government. Moody's believes neither city is sufficiently
insulated from national market risks and does not have adequate
fiscal autonomy to hold a rating exceeding the sovereign level.

Institutional and financial linkages with the sovereign are
reflected in the fact that the government sets local government
budget revenues and spending targets annually, limiting both
cities' budgetary flexibility. Moody's notes that both cities are
exposed to possible reductions in funding from the central
government, which it may undertake to balance its own budget.
Moreover, the central government has the power to temporarily
withdraw liquidity from municipal treasury accounts in cases of
liquidity stress, as has occurred in the past. Additional
financial pressure on municipalities may stem from the central
government's reduced capacity to provide them with short-term,
interest-free soft loans to cover immediate liquidity gaps.

The macroeconomic linkages between the central government and Kyiv
and Kharkiv are explained by the exposure of both cities' tax
revenues to deteriorations in domestic economic conditions, given
that personal income tax, which is exposed to business cycles,
accounts for the majority of the cities' tax revenue.

Kyiv

The main drivers of Kyiv's ratings are its (1) volatile budget
revenue; (2) liquidity pressures; and (3) exposure to foreign-
currency risks. The first driver, its volatile budget revenue, is
largely down to volatile central government finances. The second
driver, its exposure to the central government's liquidity
tensions, limits the municipality's ability to absorb revenue
shocks. The third driver, foreign-currency risks, arise from the
fact that around 35% of its net direct and indirect debt is
denominated in foreign currency. Given national external liquidity
risks, Kyiv's refinancing risks will likely remain an important
credit factor in the long term. At the same time, Kyiv's position
as the Ukrainian capital and the national economic hub, as well as
its less stringent expenditure composition compared with other
Ukrainian municipalities, mitigate the aforementioned risks in the
longer term.

Kharkiv

Kharkiv's ratings are constrained by a rigid operating expenditure
structure and also liquidity pressures. These challenges are only
partially counterbalanced by the city's limited exposure to market
volatility due to its low level of debt, which in 2013 was 10% of
operating revenue.

Rationale For Negative Outlook

The negative outlook on both ratings is driven by the negative
outlook on Ukraine's government bond rating.

What Could Change The Ratings Down/Up

-- Downward pressure could be exerted on Kyiv and Kharkiv's
    ratings following a further downgrade of the sovereign rating
    and/or a material weakening of these municipalities'
    standalone fiscal performances.

-- In contrast, an upward change in the ratings outlooks and/or
    upgrades of the ratings of both cities could arise from a
    similar rating action on the sovereign.

-- Specific economic indicators as required by EU regulation are
    not applicable for these entities.

On April 03, 2014, a rating committee was called to discuss the
ratings of the Kyiv, City of and Kharkiv, City of. The main points
raised during the discussion were: The issuers' fiscal or
financial strength, including their debt profiles, has materially
decreased. The systemic risk in which the issuers operate has
materially increased.


UKRAINE: Moody's Cuts CFRs of Five Issuers to Caa2; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa2 the corporate
family ratings (CFR) and Caa2-PD the probability of default
ratings (PDR) of five companies operating in Ukraine, namely:
Ferrexpo Plc, Fintest Trading Co Limited (Donetsksteel), Lemtrans
LLC, Metinvest B.V., and MHP S.A. Moody's has also downgraded the
national scale ratings (NSR) of Metinvest B.V. to B1.ua from
Ba3.ua, Fintest Trading Co Limited (Donetsksteel) and MHP S.A. to
B2.ua from Ba3.ua and Lemtrans LLC to B3.ua from Ba3.ua. In
addition, Moody's has downgraded to Caa2/(P)Caa2 senior unsecured
ratings of notes issued by Metinvest B.V., Ferrexpo Finance plc
and MHP S.A.

The rating outlook to all the above ratings is negative.

The rating action follows Moody's action to downgrade Ukraine's
sovereign (government bond) rating to Caa3 from Caa2 with a
negative outlook, and downgrade of the country's foreign-currency
bond country ceiling to Caa2 from Caa1, on April 4, 2014.

Ratings Rationale

The affected companies' business profiles and financial metrics
are strong for a Caa2 rating. However, their ratings are
constrained by Ukraine's foreign currency ceiling, because the
companies are exposed to Ukraine's political, legal, fiscal and
regulatory environment, given that most or all of their assets are
located within the country and because their debt is mostly in
foreign currency. The companies' capacity to serve foreign
currency debt could be negatively affected by the potential
actions taken by the Ukrainian government to preserve the
country's foreign-exchange reserves. In addition, the companies'
revenues and cash flows generated in the country are exposed to
foreign-currency transfer and convertibility risks, which are
reflected in the Caa2 foreign-currency bond country ceiling for
Ukraine.

The negative outlook is in line with the negative outlook for the
sovereign rating and reflects the fact that a potential further
downgrade of Ukraine's sovereign rating may result in the further
lowering of Ukraine's foreign and/or local currency bond country
ceiling. In addition to considerations related to the sovereign
rating, Moody's will also be monitoring the companies' individual
ability to address increasing country and foreign exchange risks.

What Could Change The Ratings Up/Down

The companies' ratings will be ultimately dependent on further
developments at the sovereign level. The ratings are likely to be
downgraded if there is a further downgrade of Ukraine's sovereign
rating and/or lowering of the foreign-currency bond country
ceiling.

Conversely, positive pressure could be exerted on the ratings if
Moody's were to raise Ukraine's foreign-currency bond country
ceiling, provided there is no material deterioration in the
company-specific factors, including their operating and financial
performance, market positions and liquidity.

Principal Methodologies

The principal methodology used in rating Fintest Trading Co
Limited (Donetsksteel) was Global Mining Industry published in May
2009. The principal methodologies used in rating Ferrexpo Plc and
Ferrexpo Finance plc were Global Mining Industry published in May
2009, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009. The
principal methodologies used in rating Metinvest B.V. were Global
Steel Industry published in October 2012, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. The principal methodology used in
rating Lemtrans LLC was Global Surface Transportation and
Logistics Companies published in April 2013. The principal
methodologies used in rating MHP S.A. were Global Protein and
Agriculture Industry published in May 2013, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Metinvest B.V., registered in the Netherlands, is the holding
company of a vertically integrated group, which is one of the
largest steelmakers and iron ore producers in the Commonwealth of
Independent States (CIS). The company has three iron and steel
plants with the capacity to produce approximately 15 million
tonnes (mt) of crude steel annually, equivalent to approximately
45% of all steel cast in Ukraine in 2012, a rolling mill and a
large diameter pipe mill in Ukraine, and also has rolling mills in
Italy, Bulgaria and the UK. The company produces finished flat-
and long-steel products, large diameter pipes and semi-finished
steel products, as well as iron ore concentrate and pellets, and
coking coal. In 2013, around 29% of company's external sales were
in Ukraine with the remainder generated in Europe, the Middle
East, North Africa, Southeast Asia, the CIS and North America.
Metinvest is vertically integrated, with its iron ore mines
located entirely in Ukraine and its coal mines located in Ukraine
and the US. In 2013, Metinvest produced approximately 12.4 mt of
crude steel and 36.9 mt of iron ore concentrate, and mined 11.4 mt
of coking coal. In 2013, Metinvest reported revenue of $12.8
billion and EBITDA of $2.3 billion.

Headquartered in Donetsk, Ukraine, and incorporated in Cyprus,
Donetsksteel is one of the leading Ukrainian coking coal mining
companies. The company has a significant reserve base of highest
quality coal and is vertically integrated into coke and steel
production. In 1H 2013, Donetsksteel mined approximately 4.3
million metric tonnes (mmt) of raw coal, produced 2.4 mmt of coal
concentrate, 1.3 mmt of coke, 0.7 mmt of pig iron and 10 thousand
tons of steel products (sections). In 1H 2013, the company had
revenues of $863 million. In 1H 2013, approximately 43% of
Donetsksteel's revenues were generated in Asia, with the remainder
generated in Ukraine (38%), Europe (15%), the Commonwealth of
Independent States (CIS), the Baltic countries and North America.

MHP S.A. is one of Ukraine's leading agro-industrial groups. The
company's operations include the production of poultry and
sunflower oil, as well as the production and sale of convenience
foods. In addition, MHP is vertically integrated into grain and
fodder production, and operates one of the largest land banks in
Ukraine. The holding company, MHP SA, is domiciled in Luxembourg,
while all of MHP's production assets are located in Ukraine. In
the last 12 months to September 2013, the company's dollar-
denominated total revenue and adjusted EBITDA amounted to around
$1.4 billion and $423 million, respectively.

Lemtrans is the largest private freight rail transportation
company in Ukraine. In 2012, the company derived 79% of its
revenues from freight transportation and other related services,
17% from trading freight railcars and producing railway equipment,
and 4% from financial leasing of railway equipment. Lemtrans is
fully controlled by System Capital Management Limited (SCM).

Ferrexpo Plc, headquartered in Switzerland and incorporated in the
UK, is a mid-sized iron ore pellet producer with mining and
processing assets located in Ukraine. The group has total Joint
Ore Reserves Committee Code (JORC) classified resources of 6.7
billion tonnes, around 1.5 billion tonnes of which are proved and
probable reserves. In 2013 the group generated sales of $1.58
billion.



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HEARTS OF MIDLOTHIAN: Attempt to Exit Administration Faces Delay
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Ewing Grahame at The Telegraph reports that the Hearts of
Midlothian Football Club were hit on Monday by another delay in
its attempt to exit administration, when it emerged that a
decision on whether the creditors of Ukio Bankas, the failed
Lithuanian bank which owned 29% of the shares in the club as well
as a security over Tynecastle Stadium for the debt it was owed,
will accept an offer will not now be taken until April 18 at the
earliest.

According to The Telegraph, Hearts has enough money to keep
running until the end of the month but further cavilling in
Vilnius could see the 140-year-old Edinburgh club forced into
liquidation.

Earlier on Monday, the signs had seemed more positive with the
news that major shareholder UBIG, the bankrupt investment company
which had owned Ukio Bankas, had agreed to hand over its 50% share
in the club to Bidco, the company formed by the Foundation of
Hearts supporters group and bankrolled by businesswoman Ann Budge,
The Telegraph relates.

It had been hoped that the creditors of Ukio Bankas would also
accept the Bidco offer of GBP2.5 million on Monday, enabling
Hearts to move forward and begin preparations for next season, The
Telegraph relays.  But the postponement means that BDO, the
administrator which has been running the club since last summer,
faces yet more negotiations with the lawyers for the Lithuanian
bank, The Telegraph notes.

                    About Hearts of Midlothian

Hearts of Midlothian Football Club, more commonly known as
Hearts, is a Scottish professional football club based in Gorgie,
in the west of Edinburgh.

Hearts went into administration after the Scottish FA opened
disciplinary proceedings against the club.  BDO was appointed
administrators on June 19.


NORKING ALUMINIUM: In Administration, Cuts 98 Jobs
--------------------------------------------------
The Star reports that 98 jobs have been lost at Norking Aluminium
Ltd, which was shut down two days after it went into
administration.

Norking Aluminium Ltd had suffered cashflow problems as a result
of a slump in the construction industry which it supplied,
according to The Star.

The Star notes that despite a healthy order book, the company,
based on the LKH Estate on Tickhill Road in Balby, had accumulated
tax arrears and had entered a Time to Pay arrangement with the tax
authorities.

Insolvency specialist Wilson Field was appointed as administrator
on April 4.

Despite efforts a buyer has not yet been secured.

The report notes that Wilson Field insolvency practitioner Lisa
Hogg said: "The directors sought our advice after a proposed
finance package fell through.  At this stage, there were few
options available for us other than to seek a new owner and
despite our succeeding in finding several parties with an interest
at this late stage, none have yet amounted to anything.  As the
company was not in a position to continue trading, it was with
regret that all 98 staff have been made redundant.  We will be
working alongside all stakeholders to determine the most
appropriate next steps for the benefit of all creditors."

"As soon as businesses start to experience difficulties, they
should seek advice from companies like ours while there may be
time to make changes which could save the business or at least
help secure potential buyers and therefore jobs," the report
quoted Ms. Hogg as saying.

The People's Daily Morning Star reports that workers facing
redundancy called on potential buyers to step forward after their
Norking Aluminium went into administration.

The workers' union Ucatt said it was putting measures in place to
ensure that they received all the redundancy and compensation that
they were entitled to, according to The People's Daily Morning
Star.

Ucatt regional organiser John McIntyre said it was a bitter blow
for a hard-working dedicated workforce, The People's Daily Morning
Star relates.

Based in Doncaster, Norking Aluminium Ltd specialized in the
manufacture and installation of aluminium and glass facades.


PRINT LOGIC: In Administration, Owes GBP1.2 Million
---------------------------------------------------
Chris Price at Kent Business reports that Print Logic Limited has
gone into administration after amassing debts of about GBP1.2
million.

Despite an annual turnover of up to GBP4 million, the company fell
into troubled after experiencing cashflow problems and struggling
to pay creditors, according to Kent Business.

The firm appointed insolvency practitioners SFP as administrators
earlier this year and is still trading while they try to sell the
business as a going concern, the report relates.

Joint administrator Simon Plant said this is the third time his
company has been appointed as administrators for a firm in the
print industry in the last six months.

"Print Logic experienced cash flow difficulties due to its
liabilities and severe creditor pressure has led to the company
being placed into administration.  We are continuing to trade the
company in the short term to maintain goodwill while looking to
sell the business and assets as a going concern," the report
quoted Mr. Plant as saying.

Print Logic Limited is a printing business that produces marketing
material and offers direct mail services for customers like Aegas,
the British Red Cross and the NSPCC from its base in Pattenden
Lane, Marden.  Established in 2009 as a broker for printing
services, Print Logic expanded the following year when it moved
into premises which had been previously operated by printers.


TAYLOR GALLERY: No Prospect of Survival, Judge Rules
-----------------------------------------------------
Belfast Telegraph reports that a High Court judge has ruled Taylor
Gallery has no realistic prospect of being saved.

According to Belfast Telegraph, Mr. Justice Horner described the
Taylor Gallery, which has debts of more than GBP2 million, as
being "hopelessly insolvent" as he backed its creditor bank's
choice for who should be appointed administrator.

Legal proceedings were issued by Danske Bank against partners John
Taylor and Stephen Donnelly, Belfast Telegraph relates.

The court heard how the Gallery, referred to as the partnership,
was severely hit by the economic downturn, Belfast Telegraph
discloses.

The bank is currently owed just over GBP2 million, although
property held as security will bring the shortfall down to GBP1.67
million, Belfast Telegraph notes.

In February, it lodged an application to have the partnership
placed into administration and put forward a preferred choice,
Belfast Telegraph recounts.

In response, Mr. Taylor and Mr. Donnelly sought an alternative
insolvency practitioner, Belfast Telegraph relays.

Taylor Gallery is a Belfast art dealership business.  The gallery
trades in fine and contemporary artwork.


W A BROWNE: Goes Into Administration
------------------------------------
The Northern Echo reports that North East drywall installer W A
Browne (Building Services) has been placed into administration.

The contractor, which operated out of offices in Billingham, near
Stockton, and Wakefield, directly employed a workforce of more
than 50 people, according to The Northern Echo.

Established by Bill Browne in 1979, WA Browne provided drywall
installations to the commercial and housing sectors and won awards
for stud walling jobs at Broadgate in London and Sunderland
Doxford Park.

The administrators are Steven John Currie and Andrew Haslam of
Begbies Traynor LP in Stoke on Trent, who can be reached at:

          Steven John Currie (IP Number 9675)
          Begbies Traynor (Central) LP
          The Old Barn, Caverswall Park
          Caverswall Lake, Stoke on Trent
          Staffordshire ST3 6HP

               -- and --

          Andrew David Haslam (IP Number 9551)
          Begbies Traynor (Central) LLP
          2 Collingwood Street
          Newcastle upon Tyne NE1 1JF


WESTCO MEDICAL: Goes Into Administration
----------------------------------------
Liverpool Echo reports that a Westco Medical, a Liverpool medical
development venture, has been placed into administration.
Nevertheless, administrators are hopeful of securing a future for
the enits innovative product.

Matt Dunham -- matthew.dunham@smith.williamson.co.uk -- and Andy
McGill -- andy.mcgill@smith.williamson.co.uk -- from the
Manchester office of accountancy and investment management group
Smith & Williamson, have been appointed as joint administrators to
Westco.

The report notes that Mr. Dunham said:  "Westco is a victim of the
current investment climate where it can be difficult to secure
even final round funding. . . . Discussions had been held with a
number of distributors in the UK who could see the NG POD was
fulfilling an unmet need in the NHS."

"It is encouraging that the product's potential has already led to
a number of expressions of interest. I am hopeful that we can
secure a future for NG POD and see it come through to market," Mr.
Dunham added, the report relates.

Westco Medical, based in Liverpool's Science Park, is behind a
device to detect the correct positioning of a feeding tube in a
patient's stomach.


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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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202-241-8200.


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