TCREUR_Public/140416.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Wednesday, April 16, 2014, Vol. 15, No. 75

                            Headlines

F R A N C E

ALAIN AFFLELOU: Moody's Assigns 'B3' CFR; Outlook Stable
CGG SA: Moody's Assigns (P)Ba3 Rating to EUR360MM Senior Notes
CGG SA: S&P Rates EUR360-Mil. Senior Unsecured Notes 'B+'
LION/SENECA FRANCE: Fitch Assigns B(EXP) FC Issuer Default Rating
LION/SENECA FRANCE: S&P Assigns 'B' CCR; Outlook Stable

NUMERICABLE GROUP: S&P Affirms 'B+' CCR, Outlook Stable
SGD GROUP: Fitch Assigns 'B(EXP)' LT Issuer Default Rating
TECHNICOLOR SA: Moody's Hikes CFR to 'B2'; Outlook Stable


I R E L A N D

EIRCOM FINCO: Moody's Assigns 'B3' Rating to Term Loan B2


I T A L Y

MONTE DEI PASCHI: To Raise Up to EUR5 Billion in Share Sale
VENETO BANCA: S&P Puts 'BB' Rating on CreditWatch Negative


K A Z A K H S T A N

KAZTRANSGAS: S&P Affirms 'BB+' CCR; Outlook Stable


L U X E M B O U R G

ALTICE SA: S&P Assigns Preliminary 'B+' CCR; Outlook Stable


N E T H E R L A N D S

GRESHAM CAPITAL: Moody's Affirms Ba1 Rating on EUR21.6MM Notes
SCEPTRE CAPITAL: S&P Lifts Rating on Power Tranche Notes to CCC+


P O R T U G A L

CAIXA GERAL: Fitch Revises Outlook on OSP to Stable


S P A I N

CAJA DE AHORROS: Fitch Affirms 'BB+' Subordinated Debt Rating
LA CAIXA: S&P Puts 'BB' Counterparty Rating on CreditWatch Neg.
PESCANOVA SA: Creditors Have Until April 30 to Approve Debt Plan
REPSOL INT'L: Fitch Affirms BB- Hybrid Capital Instruments Rating
TENZING CFO: Moody's Affirms 'B2' Rating on EUR10MM D2 Notes


S W I T Z E R L A N D

CYTOS BIOTECHNOLOGY: Considers Options to Wind Down Company


U N I T E D   K I N G D O M

ALBEMARLE & BOND: Burt Buys Business Out of Administration
COLLECTABLES: Back in Operation With 40 Jobs
CO-OPERATIVE BANK: Optimistic on GBP400-Mil. Capital Raising
DIXONS RETAIL: Fitch Affirms & Withdraws 'B' Short-Term IDR
SAGA LIMITED: Moody's Assigns 'B1' CFR; Outlook Stable

TATA STEEL UK: Fitch Affirms 'B+' Long-Term Foreign Currency IDR
WEST CORNWALL: Bought Out From Administration


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F R A N C E
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ALAIN AFFLELOU: Moody's Assigns 'B3' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating to Lion / Seneca France 2
SAS, the topmost company for the restricted group of Alain
Afflelou). Concurrently, Moody's has assigned a (P)B2 rating to
the EUR365 million senior secured notes due 2019 to be issued by
3AB Optique D'veloppement, a subsidiary of Lion / Seneca France 2
SAS; and a (P)Caa2 rating to the EUR75 million senior notes due
2019 to be issued by Lion/Seneca France 2 SAS. The outlook on the
ratings is stable.

The proceeds from the notes will be used primarily to refinance
Alain Afflelou's existing senior bank and mezzanine debt (EUR 422
million estimated as of March 2014, including accrued unpaid
interest).

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 notes. A definitive rating may
differ from a provisional rating.

Ratings Rationale

The B3 CFR reflects: (1) the company's high leverage (as adjusted
by Moody's), with adjusted debt/EBITDA ratio of 6.4x at closing;
(2) its modest revenue base, which also has low geographic
diversification; (3) its focus primarily on only one segment,
optical retail; (4) its presence in very competitive and
fragmented markets where substantial spending in advertising and
promotion are fundamental to maintaining competitiveness; and (5)
recent declining like-for-like sales, which the company has
sought to offset through new store openings.

The CFR also reflects: (1) Alain Afflelou's significant presence
in the resilient French optical retail market, with favorable
regulatory arrangements; (2) strong brand recognition through
advertising based around the founder (although that brings
certain risks); (3) some strengths deriving from the group's
largely franchise model including its solid profitability and
cash flow generation, underpinned by the group's still dominant
franchise model.

About three-quarters of the company's revenue is derived from
France. The company's business model is supported by the
favorable French reimbursement mechanism, which reduces the price
sensitivity of French customers. Imposition of reimbursement
thresholds by the French government, which is currently under
discussion, could negatively impact the industry and the
company's revenues. Another risk to revenues lies in the growth
of insurer Preferred Networks, with which the company has
recently decided to actively participate to them.

The company's other countries of operation do not have such
regulatory features. The company's financial performance suffered
in 2012/13 due to the weak economy in Spain, as well as the
increase in directly-owned stores that have low margins compared
to franchised stores. Like-for-like sales have declined until
summer 2013 and revenue growth has been supported by new store
openings, which the company intends to continue in the coming
years.

Opening adjusted leverage is high at about 6.4x. Moody's
anticipates that revenue and EBITDA growth in the near term will
be limited, despite the new store openings, with free cash flow
at about 5% of adjusted debt, resulting in only slow
deleveraging. The company could use cash flow generation to
participate in the consolidation of the very fragmented optical
retailer market in its core geographies through acquisitions or
expansion into markets outside France, although the ratings do
not incorporate M&A activity.

The company's liquidity profile is adequate for its near-term
requirements, and opening cash at around EUR15 million at
closing. Liquidity will improve through free cash flow
generation, and will be supported by a EUR30 million super senior
revolving credit facility, which we expect to remain undrawn.
There is no debt amortization until the notes mature in 2019. The
revolver contains a minimum EBITDA maintenance covenant that is
activated if it is drawn by at least EUR5 million, and implies at
least 40% initial headroom.

The senior secured notes will benefit from a security package,
essentially comprising share pledges, on a first-ranking basis
while the senior notes will benefit from the same security
package on a senior subordinated basis. The revolver ranks super
senior.

Outlook

The stable outlook on the ratings reflects Moody's expectation
that (1) Alain Afflelou's operating performance will improve
within the coming quarters, helped by the company's marketing
initiatives; and (2) free cash flow generation will remain
positive, contributing to deleveraging.

What Could Change The Rating UP

Positive rating pressure could develop if (1) Alain Afflelou were
to demonstrate a sustainable improvement in its earnings trend;
(2) its adjusted ratio of debt/EBITDA were to fall materially
below 6.0x on a sustained basis on time; and (3) its adjusted
ratio of RCF/Net Debt were to approach 15%.

What Could Change The Rating DOWN

Conversely, negative pressure could be exerted on Alain
Afflelou's ratings if (1) the company's free cash flow were to
turn negative; or (2) adjusted debt/EBITDA approached 7.0x.

Headquartered in Paris, France, Alain Afflelou is one the largest
optical retailers in France. It recorded revenues of EUR330
million for the fiscal year ended July 31, 2013.


CGG SA: Moody's Assigns (P)Ba3 Rating to EUR360MM Senior Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba3 rating to CGG
SA's (CGG or the company) envisaged EUR360 million senior notes
due 2020, under review for downgrade. Moody's has also placed the
ratings on all pari-passu senior notes (rated Ba3) under review
for downgrade.

CGG's corporate family rating (CFR) at Ba3, probability of
default rating (PDR) at Ba3-PD, and Baa3 ratings on the senior
secured bank facilities issued by CGG SA and CGG Holding (U.S.)
Inc are unchanged.

Moody's issues provisional ratings in advance of the final sale
of securities. Upon closing of the transaction and a conclusive
review of the final documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating may differ from a
provisional rating.

Ratings Rationale

The review for downgrade reflects uncertainties over the final
amount of convertible bonds in the company's capital structure,
depending on the use of proceeds from the EUR360 million senior
notes due 2020 being launched by CGG.

Concurrent with the issuance of the new senior notes, CGG is
launching a tender offer for its convertible bonds due in 2016.
These bonds do not benefit from any guarantees from operating
subsidiaries (guarantors of the senior notes represented
approximately 36% of CGG's consolidated revenues for the year
ended 31 December 2013), and hence are effectively subordinated,
to the extent of the guarantees, to all the group's other debt.
The refinancing of this class of debt by the senior notes will
lead to reduction in debt cushion for the senior notes, which
could result in a one notch downgrade of the senior notes
depending on the percentage of convertible bonds redeemed. The
transaction is leverage neutral and consequently has no impact on
the CFR or PDR. The Baa3 ratings on the senior secured bank
facilities are likewise not impacted by changes to the capital
structure which are all at a more junior level.

The company is likely to use any bond proceeds not used to redeem
the convertible bonds to repay existing debt of the same ranking.

The review will therefore focus on the structural considerations
associated with the new capital structure, and should conclude
shortly after completion of the transaction.

CGG ranks among the top three players in the seismic industry. It
is listed on both Euronext Paris and the New York Stock Exchange,
with a market capitalization of EUR2.1 billion as of April 14,
2014.


CGG SA: S&P Rates EUR360-Mil. Senior Unsecured Notes 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating to the proposed EUR360 million senior unsecured
notes to be issued by French seismic data group CGG
(B+/Stable/--).  S&P assigned a recovery rating of '4' to the
proposed notes, indicating its expectation of average (30%-50%)
recovery in the event of a payment default.

The issue and recovery ratings on the proposed senior unsecured
notes are based on preliminary information and are subject to the
successful issuance of these notes and S&P's satisfactory review
of the final documentation.

S&P understands that CGG will use all the proceeds to partly
refinance existing debt facilities.

RECOVERY ANALYSIS

The ratings on the proposed senior unsecured notes reflect their
unsecured nature and the substantial amount of prior-ranking
secured debt, which is secured by CGG's most valuable assets.

In S&P's hypothetical default scenario, it assumes that a
stressed operating environment, combined with increasing vessel
overcapacity, leads to a default in 2017.

S&P values CGG as a going concern, given its market leadership in
seismic services and equipment sales.  However, due to CGG's
significant asset base, S&P values the business using a discrete
asset valuation, although it acknowledges that any reduction in
valuable assets may dilute recoveries.

"We envisage a stressed enterprise value of about $2 billion at
the hypothetical point of default, excluding enforcement costs.
This assumes that the proposed senior unsecured notes are issued
successfully and that the proceeds are used to refinance the
existing unsecured debt.  From our stressed valuation, we deduct
priority liabilities of approximately $150 million--primarily
relating to pension claims and finance leases.  After deducting
secured facilities of about $0.7 billion, including prepetition
interest, this leaves average (30%-50%) recovery prospects for
the unsecured lenders," S&P said.


LION/SENECA FRANCE: Fitch Assigns B(EXP) FC Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has assigned Lion/Seneca France 2 S.A.S. (Afflelou)
an expected Long-term foreign currency Issuer Default Rating
(IDR) of 'B(EXP)' with a Stable Outlook.  Fitch has also assigned
expected ratings of 'BB-(EXP)'/RR2' to 3AB Optique Developpement
S.A.S.'s proposed EUR365 million senior secured notes due 2019
and revolving facility and 'CCC+(EXP)'/RR6' to Lion/Seneca France
2 S.A.S.'s proposed EUR75 million senior notes due 2019.

Final ratings are subject to a review of the final documentation
materially conforming to information already received by Fitch.

Afflelou's 'B(EXP)' expected IDR is based on the group's leading
position in the optical retail market, which is characterized by
positive underlying drivers with a low capital intensity, and a
cash generative financial profile.  Afflelou's dual business
model (both franchisor and operator of own stores) with a strong
focus on the franchisor business supports the ratings, despite
the group's reliance on the French market.  The strong cash flow
generation derived from its business model partly offsets the
aggressive capital structure with close to 7.0x gross funds from
operations (FFO) adjusted leverage at closing of the planned
refinancing.  Failure to conduct the planned refinancing would
result in the withdrawal of the ratings.

Key Rating Drivers

Third-largest French Player
Afflelou benefits from a strong market share of 11% in France in
a relatively fragmented market.  Its robust market position is
evidenced by strong brand recognition supported by large
advertising spend, and innovation capabilities with regular
launches of new products and concepts.  The on-going price war on
the French market led management to extend the brand strategy and
create the low cost Claro concept.

Pressure on Profitability to Ease
Fitch notes the erosion in group EBITDA margins from 38.4% in
FY10 to 21.7% in FY13.  However, such decline in margins was
driven by the change in mix between franchised and directly
operated stores; this has been exacerbated by the on-going price
competitiveness. In Fitch's view, despite the benefits of having
the Claro banner, there could be a cannibalization effect and a
risk of margin dilution.  These risks are captured in the
expected rating. However, Fitch expects margins to stabilize
within the next two years.

Positive Underlying Market Drivers
The French optical retail market represented 76% of Afflelou's
1H14 revenues and is the largest in Europe at approximately
EUR5.5 billion in 2013.  It benefits from positive underlying
drivers such as an ageing population, rising exposure to digital
displays, technological progress, high reimbursement levels for
glasses and increasing health awareness leading to greater
resilience to economic downturns.  The Spanish market benefits
from the same demographic drivers, but is less favorable as it
has contracted in the past five years due to a different product
segmentation skewed towards sunglasses.

Limited Impact From Pressure On Reimbursement
Although the French optical retail market benefits from an
attractive reimbursement policy, it could suffer from some
regulatory changes from as soon as 2015 that would implement
price floors as well as ceilings.  In Fitch's view, this should
not materially affect the company as public reimbursement
represents only 5% of the total purchase, and the ceiling
currently negotiated for private insurance is approximately the
same as the company's average customer spend.

Late Mover to Internet
Afflelou was less reactive than its competitors regarding
e-commerce strategy and only launched a website in March 2014,
with a limited product offering.  In the optical industry in
France, the eCommerce distribution channel is not extensively
developed at the moment.  However, Fitch believes that recent
legislation in the country should drive the growth of this new
distribution channel and allow pure players with a low cost base
to differentiate themselves in a market with high growth
potential.

Neutral Effect From On-going Refinancing
The planned debt refinancing will be relatively neutral with
average maturities being brought forward slightly, and total debt
being broadly the same.  The high bank fees incurred should be
partly offset by the fact that the debt structure will be 100%
cash pay compared with the former bank loan structure comprising
a growing payment in kind (PIK) coupon for the mezzanine loan
facility.

Manageable Credit Metrics
Following the closing of the on-going refinancing, Fitch expects
credit metrics to reach close to 7x gross FFO adjusted leverage.
However, the company's franchisor business model implies low
working capital and capital expenditures requirements allowing
healthy cash flow generation that may be used for acquisitions if
opportunities arise.  Along with the bullet debt maturity profile
after the refinancing, Fitch expects credit metrics to slowly
improve to 6.4x gross FFO adjusted leverage in FY17.

Superior Recoveries For Senior Secured Noteholders

"We consider that the distressed valuation of the company would
be maximised in a going concern scenario as the business is
relatively asset-light (franchisor business model).  In addition,
we believe that should Afflelou default, this would not be the
result of a broken business model but rather due to an adverse
regulatory change (reimbursement policy) or unmanageable
financial leverage," Fitch said.

"We have used a discount of 20% to the most recent LTM EBITDA of
EUR77 million reflecting neutral free cash flow (FCF) at this
level of discounted EBITDA in FY14, and 5.5x distressed EV/EBITDA
multiple in line with 'B' category peers in the sector. Our
analysis results in superior recovery prospects for both the
super senior RCF and senior secured notes at 'RR2' (capped due to
the French jurisdiction) and very limited recovery prospects for
the senior notes at 'RR6'," Fitch said.

Rating Sensitivities

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

-- Stable to improving EBITDA margin above 22%.
-- FFO gross adjusted leverage below 5x.
-- FFO fixed charge cover of 2.5x or higher.

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

-- FFO gross adjusted leverage above 7x or evidence of no
    deleveraging from closing, for example because of operating
    underperformance or ongoing acquisition activity.
-- Any sign that internet is becoming a serious threat
    reflecting in negative like-for-like sales growth on a
    sustainable basis.
-- Unsuccessful integration of new material acquisition/s.
-- EBITDA margin consistently below 21%.
-- FFO fixed charge cover of 1.8x or below.
-- FCF margin below 8%.

All these ratios are based on Fitch calculated metrics.


LION/SENECA FRANCE: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to France-based optical retail
network Lion/Seneca France 2 SAS (Alain Afflelou).  The outlook
is stable.

At the same time, S&P assigned:

   -- Its 'B+' issue rating to subsidiary 3AB Optique
      Developpement's proposed EUR30 million super senior
      revolving credit facility (RCF).  The recovery rating on
      this instrument is '2', indicating its expectation of
      substantial (70%-90%) recovery in the event of payment
      default.

   -- S&P's 'B' issue rating to 3AB Optique Developpement's
      proposed EUR365 million senior secured notes.  The recovery
      rating on this instrument is '3', indicating its
      expectation of meaningful (50%-70%) recovery in the event
      of payment default.

   -- S&P's 'CCC+' issue rating to Alain Afflelou's proposed
      EUR75 million senior subordinated notes.  The recovery
      rating on this instrument is '6', indicating S&P's
      expectation of negligible (0%-10%) recovery in the event of
      payment default.

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

The rating on Alain Afflelou primarily reflects the group's small
size and diversification, and its No. 3 market position in
France. S&P also incorporates the group's high Standard & Poor's
adjusted debt to EBITDA (including convertible bonds and
preferred equity certificate {PECs}), which S&P thinks is
unlikely to diminish given the group's financial sponsor
ownership and despite potential EBITDA growth over the next few
years.

"We assess Alain Afflelou's business risk profile as "fair" and
its financial risk profile as "highly leveraged."  Together,
these assessments lead us to apply an anchor of 'b' to Alain
Afflelou. The anchor is our starting point for assigning an
issuer credit rating under our corporate criteria.  In addition,
we take into account other modifiers, for which we don't add or
subtract any notches in determining the rating outcome for Alain
Afflelou," S&P said.  S&P assess the influence of Alain
Afflelou's financial sponsor ownership by applying our financial
policy modifier of "financial sponsor-6" (FS-6), which caps the
financial risk profile at "highly leveraged."

S&P's assessment of Alain Afflelou's business risk profile
incorporates its views of "low" risk for the branded non-durables
industry and "low" country risk for the group.  Alain Afflelou
operates primarily in France (76% of total network sales in the
first half of fiscal 2014), and to a much lesser extent in Spain
and Portugal (together 15%) and other European countries.

S&P also takes into account the group's "fair" competitive
position, factoring in its view of Alain Afflelou's:

   -- Limited diversification outside France;

   -- No. 3 market position in the French optical retail market,
      where prescription frames are partially reimbursed by the
      national healthcare system and private health insurers;

   -- Strong brand recognition; and

   -- Franchisor model, which allows for some degree of stability
      and predictability of revenues, in S&P's opinion.

"Our assessment of Alain Afflelou's financial risk profile
reflects our view that the group will remain highly leveraged
over the coming years, in particular with Standard & Poor's
adjusted debt to EBITDA well in excess of 5x.  Despite our
expectations of EBITDA growth (fully Standard & Poor's adjusted)
to EUR94 million in 2016 from EUR86 million in 2013, we do not
forecast any improvement in the debt-to-EBITDA ratio in our base-
case scenario through fiscal 2016.  This is due to the payment-
in-kind (PIK) characteristics of the group's convertible bonds
and PECs, and our 100% haircut on available cash under our
criteria for companies owned by financial sponsors," S&P said.

Under S&P's base case, it assumes:

   -- Flat to modestly positive like-for-like sales.  This
      reflects S&P's forecast that consumer spending in France
      and Spain will remain weak despite improving GDP, primarily
      because of persistently high unemployment rates.

   -- Year-on-year growth in new store openings, but partially
      offset by potential pressure on selling prices, mainly
      linked to Alain Afflelou's expansion of its cheaper-priced
      products under the Claro banner and to potentially lower
      reimbursement rates in France from the national healthcare
      system and private health insurers.

   -- Moderate capital expenditures, reflecting Alain Afflelou's
      franchisor model and asset-light structure.

   -- No acquisitions.

   -- No dividend payments.

   -- A capital structure that includes the proposed EUR365
      million secured notes, proposed EUR75 million subordinated
      notes, proposed EUR30 million RCF, and shareholders' debt
      instruments (including PIK convertible bonds of about
      EUR162 million outstanding at year-end fiscal 2013 and PECs
      of about EUR158 million outstanding at year-end fiscal
      2013).

Based on these assumptions, S&P arrives at the following credit
measures for fiscal 2013-fiscal 2016:

   -- Debt to EBITDA of close to 11x.

   -- FFO to cash interest of close to 3.0x.

The stable outlook reflects S&P's view that Alain Afflelou will
maintain good operating performance, post year-on-year EBITDA
growth, and sustain "adequate" liquidity.

Given Alain Afflelou's high debt to EBITDA and its financial
sponsor ownership, S&P views an upgrade as remote at this stage.
Still, S&P could envisage a positive rating action if Alain
Afflelou's debt to EBITDA decreased to close to 5x on a fully
adjusted basis.

S&P could lower the rating if Alain Afflelou performed below its
base-case expectations, in particular if adjusted EBITDA did not
improve from the EUR86 million S&P calculates for fiscal 2013
(including a positive EUR15.5 million adjustment for operating
lease).  This would cause Standard & Poor's adjusted debt to
EBITDA, including the PIK convertible bonds and PECs, to increase
beyond the 11x S&P calculates in its base-case scenario, which
could in turn prompt it to revise its financial policy modifier
downward to 'FS-6 (minus)' from the current 'FS-6'.


NUMERICABLE GROUP: S&P Affirms 'B+' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
long-term corporate credit ratings on France-based cable operator
Numericable Group S.A. and its subsidiaries Ypso Holding Sarl and
Altice B2B Sarl.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue ratings on
Numericable's various senior secured notes (to be repaid with the
proceeds of the new senior secured term loans and notes).  The
recovery rating on these notes is unchanged at '3', indicating
S&P's expectation of meaningful (50%-70%) recovery prospects in
the event of a payment default.

In addition, S&P assigned Numericable's proposed senior secured
term loans and senior secured notes our 'B+' issue ratings and
recovery ratings of '3', indicating its expectation of meaningful
(50%-70%) recovery prospects in the event of a payment default.

The affirmation follows Numericable's April 6, 2014, announcement
of an agreement with Vivendi S.A. to acquire its France-based
telecommunications subsidiary SFR for a cash consideration of
about EUR13.5 billion.  Although S&P would assess Numericable's
business as significantly stronger if it acquired SFR, the high
leverage at its parent Altice S.A. will limit near-term rating
upside.

"We understand that about EUR4.7 billion of the cash
consideration will be funded by new Numericable shares.  We
expect that Alice -- already the main Numericable shareholder
with 40% -- will subscribe for about 75% of the new capital
increase, raising its stake in Numericable to a controlling 60%,"
S&P said.

"We also expect that the transaction will result in a material
improvement of Numericable's business risk profile to
"satisfactory" from "fair."  Indeed, the transformative
acquisition will allow the company to become the clear second-
largest player in France in the telecommunications sector (after
French incumbent Orange).  The enhanced group will become the
second-largest in fixed and mobile -- mainly because SFR was
already the second-largest player in mobile and a tight second in
fixed. In addition, Numericable already leads high-speed
broadband access thanks to the superior speed of cable over
digital subscriber line (DSL)-based offerings that still dominate
in France," S&P added.

Numericable's business risk profile is constrained by S&P's view
of intense competition in France, with substantial price
pressures in the four-player wireless market and potential
medium-term pressures in the fixed-line market as Orange
continues to roll out its high-speed fiber offering.  S&P also
thinks the integration between Numericable and SFR entails
meaningful operational challenges given the size of the
acquisition, including integrating networks and rebranding.

After completion of the merger, it is highly likely that S&P
would consider the business risk profile of the merged
Numericable-SFR business as "satisfactory."

Assuming the transaction goes ahead under the conditions
announced, S&P anticipates that Numericable's credit metrics will
improve slightly in terms of adjusted net leverage (which S&P
forecasts at below 4x).  S&P further anticipates that Numericable
will still generate adjusted cash flow metrics in the
"aggressive" financial risk profile category -- funds from
operations (FFO) to debt below 20%; free operating cash flow
(FOCF) to debt of about 8%; and discretionary cash flow to debt
below 4%.  This would likely lead S&P to consider the new
Numericable's financial risk profile as "aggressive".

Under S&P's criteria, a "satisfactory" business risk profile and
an "aggressive" financial risk profile would lead to an anchor
and a stand-alone credit profile (SACP) of 'bb'.

S&P views Numericable as a "core" entity for Altice.  This is
supported by S&P's assessment that Altice is unlikely to sell
Numericable as it is an important part of the group's long-term
strategy and generates about three-quarters of the group's
revenues and about two-thirds of the group's EBITDA on a
proportional consolidation basis.  In addition, S&P expects
Altice to be highly dependent on Numericable's performance, as in
the legal documentation, Altice would be able to upstream enough
cash from Numericable to pay its interest service costs.  This
prevents S&P from considering Numericable as an insulated
subsidiary and it therefore assess Numericable's status as "core"
to Altice.

As a result of Numericable's "core" status, S&P caps
Numericable's corporate credit rating at that of Altice (for more
details on S&P's rating on Altice, see "Altice Assigned
Preliminary 'B+' Rating; Outlook Stable").

S&P's base case assumes:

   -- GDP growth in France of 0.6% this year and 1.4% in 2015;

   -- A revenue decline of 3%-4% in 2014 and 1%-2% in 2015 on a
      pro forma basis because of the continued tough environment;
      fierce competition in the mobile market; and the continued
      impact of repricing in SFR's mobile division, which S&P
      expects to stabilize in 2015;

   -- An ongoing drop in the adjusted EBITDA margin until 2015,
      when it should reach about 33%; and

   -- Broadly stable capital expenditure (capex) of about 16% of
      the revenues.

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

   -- Adjusted leverage slightly below 4x in 2014 (pro forma the
      acquisition), which S&P expects to decrease going forward;

   -- FFO to debt generation of about 20% for the next two years;
      and

   -- FOCF to debt between 8% and 9% until 2016.

The stable outlook on Numericable reflects S&P's outlook on
Altice, in view of Numericable's 'bb' SACP and its "core" status
in the Altice group.  As per S&P's criteria, it aligns the
corporate rating on a "core" subsidiary with that on the parent.

Downside scenario

S&P do not anticipate negative pressure on the rating as long as
stand-alone performance supports an SACP higher than 'b-'.  This
is likely to remain the case in the medium term, given
Numericable's relatively good cash flow generation and S&P's
anticipation that adjusted leverage will remain below 4x.

However, the rating on Numericable could come under pressure if
the 'B+' preliminary rating on Altice, which currently has a
stable outlook, came under pressure, reflecting Numericable's
"core" status in the Altice group.

Upside scenario

If S&P upgraded Altice to 'BB-', Numericable would also benefit
from a one-notch upgrade to 'BB-', assuming an unchanged SACP of
'bb' and "core" group status for Numericable.  S&P could also see
a positive rating action if it reassessed Numericable's "core"
status to "non-strategic" or if S&P considered Numericable an
insulated subsidiary, which we do not expect in the foreseeable
future.


SGD GROUP: Fitch Assigns 'B(EXP)' LT Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned France-based SGD Group SAS (SGD
Pharma) an expected Long-term Issuer Default Rating (IDR) of
'B(EXP)' with Stable Outlook.  Fitch has concurrently assigned
the group's upcoming issue of EUR335 million senior secured notes
an expected 'B(EXP)' rating.

The assignment of the final ratings is contingent on the receipt
of final documents conforming to information already received.
Failure to refinance the existing debt with the proposed notes
issue according to plan would result in the withdrawal of the
ratings.

The ratings are based solely on the pharma business of SGD Group
and exclude the perfumery business, which is being demerged from
the group, with expected completion by end-2015.  The ratings are
also based on our assumption that the legal separation of the
pharma and perfumery businesses will mostly be completed at the
time of the notes issue, that SGD Pharma will continue to pay for
the operational costs of the perfumery business until separation
is complete and that the shareholder, Oaktree Capital, will
provide credit support for any indemnity.

The ratings reflect SGD Pharma's limited scale of its operations
and fairly high funds from operations (FFO) adjusted leverage,
which we forecast to remain at around 5.5x.  However, the group's
credit profile is supported by leading positions in the stable
pharma glass packaging market, high barriers to entry and limited
end-market and customer concentration.

Key Rating Drivers

High Leverage
Leverage is high, but adequate for the ratings. FCF generation
over the next two years will be limited by large investment
outlays of EUR75 million. Fitch expects the group to be FCF
positive from 2016, when it completes the separation of its
perfumery and pharma operations and capex returns to normalized
levels.

Sound Business Profile
SGD Pharma's business profile is commensurate with the 'B' rating
category.  The limited scale of its operations and focus on the
pharmaceutical glass market are mitigated by a range of
therapeutic end-markets served by its products.  In addition,
customer concentration is limited, eliminating dependency on the
success of single drugs, formats or customers.

Stable End-Markets
The molded glass packaging market has been growing at healthy
rates of around 4% since the 2009 recession.  "We expect
long-term favorable demand growth for pharma packaging, driven by
global growth in population, life expectancy, chronic diseases
and fast-growing demand for healthcare and pharma in emerging
markets," Fitch said.

Strong Market Positions
SGD Pharma has strong market positions, particularly in the
profitable type I glass market, where it holds a 30% global
share. The market for this type of glass is highly concentrated,
with the top three players supplying 80% of the market.  In its
core western European markets (63% of revenues), the group is the
undisputed leader in type II and III glass markets with a 55% and
33% share, respectively.

High Barriers to Entry
The group's profitability is protected in the short- to medium-
term by high entry barriers provided by its technological
leadership, the large investments required to set up new
production and high switching costs for customers, including high
regulatory requirements and the reputational risks associated
with product quality issues.  For SGD Pharma's customers,
switching suppliers is therefore often not economical, given that
the price of packaging is small compared with the price of the
final product.  It amounts to up to 3% for type I glass and up to
5% for type II glass.

Refurbished Asset Base
The group's assets benefit from large historical investments.
This will enable the group to reduce maintenance capex for a
number of years, particularly during the construction of its new
French plant and the operational separation of its pharma and
perfumery businesses, which is capital-intensive.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- FFO adjusted leverage below 4.0x
-- Positive FCF generation through the cycle

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- FFO adjusted leverage above 6.0x
-- Quality issues, operational disruptions or growing
    competitive pressure in type II or III markets, resulting in
    EBITDA margin in the teens
-- Liquidity pressures from negative FCF or covenant breaches

LIQUIDITY

SGD Pharma's liquidity is adequate, given around EUR10 million
intra-year working capital swings. Post transaction, it will
benefit from liquidity of EUR40 million, consisting of a EUR35
million revolving credit facility and EUR7 million in cash, with
no debt maturity until 2019, when the new bond matures.


TECHNICOLOR SA: Moody's Hikes CFR to 'B2'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has upgraded Technicolor SA's Corporate
Family Rating (CFR) to B2 from B3, its Probability of Default
Rating (PDR) to B2-PD from B3-PD, and its senior secured term
loan ratings to B2 from B3 issued by Tech Finance & Co S.C.A..
The rating upgrades reflect the view that the company's
performance has improved over the last two years and should
continue to strengthen. The rating outlook is stable.

Technicolor's rating upgrade reflects the improvement in the
company's financial profile due to its recent years' balance
sheet focus with continuous debt reduction, the ongoing progress
on developing new revenue streams and restructuring its
Entertainment Services and Connected Home divisions, and, hence,
reducing the reliance on income from license fees related to the
MPEG2 format, as well as good liquidity.

Ratings Rationale

Technicolor's B2 Corporate Family Rating reflects the company's
high reliance on its declining MPEG2 licensing revenues, which
accounted for 53% of licensing revenues in 2013 and a significant
portion of the group's EBITDA which will drop to nil in 2017,
when this licensing agreement related to the MPEG2 format
expires. Positively, the current rating reflects (1) the
company's continued investments in its patent and licensing
portfolio to develop alternative sources of earnings, which shows
initial, although still limited, signs of success, (2) the stable
performance of the group's Entertainment Service division, which
Moody's understand is generating positive cash flows in an
environment which is exposed to ongoing declines in the DVD
replication business, only partially offset by growth in the Blue
Ray segment, and (3) first signs of a turnaround in the Connected
Home division, although this will require to be further improved
and then sustained given the strong competitiveness of that
industry and the risk of technological change in the North
American market for set up boxes.

Technicolor continues to generate positive free cash flows which
will be applied to continuous debt reduction. This prepares
Technicolor for 2016 when the income related to the MPEG2
licenses will begin to fall away, and therefore should limit the
increase in leverage driven by a decline in EBITDA. Further,
Moody's expect that leverage will continue to decrease over the
next 18 months driven by earnings growth mainly in the Connected
Home and Technology divisions, free cash flow generation and
continued focus on debt reduction, thus further strengthening the
company's position in the B2 rating category.

Moody's considers Technicolor to have a good short term liquidity
profile with its positive free cash flow generation, expectation
for good cushion under the financial covenant of a recently
signed revolving credit facility, a significant cash balance and
very limited debt maturities over the next 18 months as a result
of debt reduction and refinancing completed in 2013.

The stable outlook reflects Technicolor's prospects for resilient
operating performance and improved leverage over the next two
years as the company continues to focus on debt reduction and
invests in its patent and licensing portfolio to develop
alternative sources of earnings. The stable outlook factors in
expectations including, but not limited to, that the company can
lower and sustain its Debt-to-EBITDA in a 4.5-5.5x range, based
on Moody's adjustments and also excluding our estimates of MPEG2
earnings. Based on our calculation, leverage (excluding our
estimate of EBITDA generated by MPEG2 licenses) is currently
around 6.0x but Moody's expect it to improve to less than 5.0x
within the next 12-18 months.

What Could Change the Rating -- Up/Down:

Technicolor's rating could be upgraded once the company has
established a longer track record in terms of developing
alternative new sources of earnings in its licensing business and
sustained the recent performance in its Entertainment Services
divisions and further improved the performance in the Connected
Home division. Quantitatively, expectations of sustained leverage
below 4.5x, based on Moody's adjusted figures excluding the
estimated EBITDA contribution from the MPEG2 licensing agreement,
could lead to an upgrade.

Expectations of Debt to EBITDA sustainably above 5.5x, also
excluding the MPEG2 contribution, could result in a change in
outlook or even the rating. A weakening of the company's
liquidity could also pressure its rating.

Technicolor S.A.'s and Tech Finance & Co S.C.A.'s ratings were
assigned by evaluating factors that Moody's considers relevant to
the credit profile of the issuer, such as the company's (i)
business risk and competitive position compared with others
within the industry; (ii) capital structure and financial risk;
(iii) projected performance over the near to intermediate term;
and (iv) management's track record and tolerance for risk.
Moody's compared these attributes against other issuers both
within and outside Technicolor S.A.'s and Tech Finance & Co
S.C.A.'s core industry and believes Technicolor S.A.'s and Tech
Finance & Co S.C.A.'s ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Technicolor S.A., headquartered in Issy-les-Moulineaux, France,
is a leading provider of solutions for the creation, management,
delivery and access of video for the Communication, Media &
Entertainment industries operating in three business segments:
Technology, Entertainment Services and Connected Home. The
largest of these in terms of earnings is the Technology segment.
Total revenues for 2013 were approximately EUR3.4 billion.



=============
I R E L A N D
=============


EIRCOM FINCO: Moody's Assigns 'B3' Rating to Term Loan B2
---------------------------------------------------------
Moody's Investors Service has assigned a definitive B3 rating to
Term Loan B2, a new tranche of the existing term loan facility
raised by eircom Finco S.a.r.l.

The group's remaining ratings remain unchanged:

  eircom Holdings (Ireland) Limited (eircom): B3 corporate family
  rating (CFR) and B3-PD probability of default rating (PDR)

  eircom Finco S.a.r.l.: B3 rating on Term Loan B1

  eircom Finance Limited: B3 rating on the EUR350 million senior
  secured notes due 2020

The outlook on all ratings is stable.

Ratings Rationale

Moody's definitive rating on this debt obligation is in line with
the provisional ratings assigned on February 11, 2014.

eircom has received the necessary support to implement the
proposed amendments to the Senior Loan Facilities Agreement
requested by the group in February 2014. In addition, 95% of
lenders have extended the tenor of their commitments from
September 2017 to September 2019. As a result, EUR1,913 million
of the existing facility has been transferred to the new Term
Loan B2, while only EUR107 million remains outstanding under Term
Loan B1.

The B3 CFR reflects eircom's (1) high leverage and slow
deleveraging profile; (2) challenging operating environment,
which has weakened the company's operating performance over the
past few years; (3) past history of default and restructuring;
and (4) improving, but still small, equity cushion.

More positively, the rating also reflects (1) eircom's strong
position in the fixed-line market as Ireland's incumbent
operator, with a 52% market share, and its position as the third-
largest operator in the mobile segment, with a 21% market share
as of September 2013, both as reported by Comreg; (2) the
potential for its competitive position to be strengthened over
time as a result of the company's accelerated investment plan;
(3) Moody's expectation of positive free cash flow generation
once eircom completes the current investment cycle; and (4)
eircom's adequate liquidity profile.

Rationale For Stable Outlook

The stable outlook on the ratings reflects Moody's expectation
that eircom will perform according to its business plan. It also
incorporates the rating agency's expectation that eircom's
leverage will remain in the 6.5x-5.5x range in the medium term.

What Could Change The Rating Up/Down

Upward pressure on the rating would be supported by adjusted
debt/EBITDA trending towards 5.5x on a sustained basis and
positive free cash flow generation. Upward rating pressure would
also require the group to maintain a sound liquidity profile,
with comfortable headroom under financial covenants.

Downward pressure on the rating could materialize if the group
fails to execute its business plan, leading to weaker-than-
expected credit metrics, including adjusted debt/EBITDA trending
sustainably above 6.5x, and persistently negative free cash flow
generation. Given the size and volatility of eircom's pension
deficit, the B3 rating with a stable outlook incorporates the
potential for moderate deviations from these ranges on a
temporary basis.

The rating would also come under pressure if eircom's liquidity
came under stress as a result of a weaker-than-expected operating
performance or larger cash outflows for capex in the absence of
alternative external sources, such as a revolving credit facility
or vendor financing.

Principal Methodology

The principal methodology used in this rating was the Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

eircom Holdings (Ireland) Limited is the holding company of the
eircom group, the principal provider of fixed-line
telecommunications services in Ireland, with a revenue share of
the fixed-line market of approximately 52% (according to ComReg).
The group is also the third-largest mobile operator in Ireland,
with a subscriber market share of approximately 21% (excluding
mobile broadband and Machine to Machine, according to ComReg).
eircom reported revenue of EUR1.4 billion and adjusted EBITDA of
EUR488 million in the financial year ending June 30, 2013, and
revenue of EUR657 million and adjusted EBITDA of EUR233 million
for the six months ending December 31, 2013.



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


MONTE DEI PASCHI: To Raise Up to EUR5 Billion in Share Sale
-----------------------------------------------------------
Giovanni Legorano at The Wall Street Journal reports that the
management of troubled Italian lender Banca Monte dei Paschi di
Siena SpA is considering raising up to EUR5 billion in a share
sale, instead of the EUR3 billion previously planned.

According to the Journal, the decision will need to be first
approved by a board of directors in a vote that is likely to take
place next week, and then it will need to be submitted for
approval to the bank's shareholders.

The Tuscan bank, which is often referred to as the world's
oldest, badly needs the fresh funds to pay back a government loan
of EUR4.1 billion it took last year to plug a capital shortfall,
the Journal says.

If it doesn't carry out a share sale this year, the bank will be
nationalized, the Journal notes.

According to the Journal, one of the people familiar with the
matter said that if Monte dei Paschi raises EUR5 billion it will
still use only EUR3 billion to pay back part of the government
loan.  It will then wait until the end of a continuing health
check of the euro-zone's largest lenders -- which is being
carried out by the European Central Bank -- to decide whether to
pay back the rest of the loan this year, the Journal states.  The
ECB's review is due to end in October, the Journal discloses.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Sept. 18,
2013, Fitch downgraded MPS's Viability Rating (VR) to 'ccc' from
'b' and removed it from Rating Watch Negative (RWN).

TCR-Europe also reported on June 19, 2013, that Standard & Poor's
Ratings Services lowered its long-term counterparty credit rating
on Italy-based Banca Monte dei Paschi di Siena SpA (MPS) to 'B'
from 'BB', and affirmed the 'B' short-term rating.  S&P also
lowered its rating on MPS' Lower Tier 2 subordinated notes to
'CCC-' from 'CCC+'.  S&P affirmed the ratings on MPS' junior
subordinated debt at 'CCC-' and on its preferred stock at 'C'. At
the same time, S&P removed the ratings from CreditWatch, where it
placed them with negative implications on Dec. 5, 2012.


VENETO BANCA: S&P Puts 'BB' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
counterparty credit rating on Italy-based Veneto Banca on
CreditWatch with negative implications.  At the same time, S&P
affirmed its 'B' short-term ratings and our 'CCC' issue ratings
on the bank's preferred stock.

The CreditWatch placement follows Veneto Banca's disclosure of
its new 2014-2018 business plan and its announcement of several
actions to enhance capital, including a capital increase up to
EUR500 million and the conversion into equity of the EUR350
million convertible bond, to be completed in the coming weeks.
S&P also notes that, based on public information, a general
shareholder assembly has been scheduled for April 26 to appoint a
new board of directors, among other things.

In this context, S&P sees an increased execution risk for the
capital increase of up to EUR500 million and for the business
plan.  If these risks materialize, S&P's view of the bank's
business position -- as well its risk position relative to its
solvency levels -- could potentially be negatively affected.  In
this regard, S&P will assess whether asset quality deterioration
remains consistent with its current assessment of the bank's risk
position after the significant increase in net new nonperforming
assets in 2013.  In addition, S&P will also assess whether Veneto
Banca will still, in its view, be able to achieve a more
sustainable liquidity position by the time funding from the
European Central Bank's (ECB's) long-term refinancing operation
(LTRO) expires, as S&P currently incorporates this funding into
its rating on Veneto Banca.  In this context, S&P notes that the
bank has recently completed a new RMBS transaction, which should
enhance its liquidity by about EUR550 million.

S&P expects to resolve the CreditWatch after a new board of
directors has been appointed and it has assessed both the bank's
management stability and capacity to complete the actions
announced to enhance capital and implement its new business
plans.

S&P could lower the long-term rating on Veneto Banca by one or
two notches if it was to consider that:

   -- There were risks to the bank's management stability or
      strategic direction relative to current plans following the
      newly appointed board of directors, and particularly if
      they could likely have a negative impact on Veneto Banca's
      business and financial profiles.

   -- Veneto Banca was not able to complete the actions announced
      to strengthen capital, and growing credit losses were going
      to put further pressure on the bank's capital or weaken
      S&P's view of the bank's risk position.

   -- Veneto Banca was ultimately unable to complete its plan to
      reduce its exposure to funding from the ECB and correct the
      funding imbalances it sees--in that scenario, S&P would be
      unlikely to consider that the bank was going to achieve a
      more sustainable liquidity position by the time the ECB
      LTRO expires.

On the other hand, upon resolving the CreditWatch S&P could
affirm the ratings if it believed Veneto Banca was going to
successfully complete its announced actions to strengthen
capital, while asset quality pressures ease; the bank had
remained on track to restore a sustainable liquidity position;
and S&P saw no negative pressure on the bank's business position.



===================
K A Z A K H S T A N
===================


KAZTRANSGAS: S&P Affirms 'BB+' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'BB+' long-term corporate credit ratings on Kazakh gas utility
company KazTransGas (KTG) and its 100% owned gas pipeline
operator Intergas Central Asia JSC (ICA).  The outlook on both
companies is stable.

S&P also affirmed the 'BB+' rating on the senior unsecured debt
issued by Intergas Finance B.V.

The affirmation reflects S&P's view that KTG continues to enjoy a
"moderately high" likelihood of timely and sufficient
extraordinary government support from the government of
Kazakhstan.  It also reflects S&P's assessment of KTG's stand-
alone credit profile (SACP) at 'bb', based on its "fair" business
risk profile, "intermediate" financial risk profile, and
"negative" financial policy.

In accordance with S&P's criteria for government-related entities
(GREs), its view of a moderately high likelihood of extraordinary
government support is based on S&P's assessment of KTG's
"important" role for and "strong" link with the government of
Kazakhstan.

S&P views KTG as a "moderately strategic" part of KMG under its
group rating methodology criteria.  S&P assumes, however, that in
case of financial stress, any extraordinary support to KTG would
likely come directly from the government.  Therefore, S&P
determines the corporate credit rating on KTG based on its SACP
plus uplift for potential government support.

S&P equalizes the ratings on ICA with those on KTG, reflecting
the overall creditworthiness of the KTG group.  The consolidated
approach reflects the companies' close integration, KTG's 100%
ownership of ICA and other major subsidiaries, financial
guarantees on much of the group's debt issued by ICA and KTG,
large intragroup cash flows, and an absence of effective
subsidiary ring fencing.

KTG's SACP reflects its "fair" business risk profile,
"intermediate" financial risk profile, and a one-notch downward
adjustment for S&P's "negative" financial policy modifier.

The stable outlook reflects S&P's view that the risks associated
with KTG's planned heavy capital expenditures, growing exposure
to the more volatile gas retail segment, and potential dividend
pressure from KMG are balanced by KTG's solid market position,
moderate projected debt levels over 2014-2015 (which S&P
considers to be commensurate with an "intermediate" financial
risk profile), and adequate liquidity and maturity profiles.

Ratings upside might result from a fundamental and sustainable
improvement in the group's financial credit measures.  Notably,
S&P would expect to see FFO to debt above 45% and debt to EBITDA
below 2x on a constant basis (without any potential stresses to
liquidity) to consider an upgrade.

Under S&P's criteria for GREs, a one-notch upward revision of the
SACP would lead lead us to raise the long-term rating on KTG by
one notch, all else being equal.

A track record of stronger motivation on the part of the
government to provide financial aid to the entity might lead S&P
to reassess upward the likelihood of extraordinary government
support for KTG.  In accordance with S&P's criteria, such a
revision would result in an upgrade of KTG.

S&P thinks pressure on KTG's credit profile could result from a
more aggressive financial profile than it currently anticipates.
That would include weakened credit ratios due to any unexpected
financial underperformance, extensive reliance on short-term
funding, or KTG's increased capital expenditures requiring
significant external borrowing and leading to leverage above
S&P's expectations.

If S&P revised down its assessment of KTG's SACP by one notch, it
would lead S&P to lower the long-term rating to 'BB', provided
that the sovereign long-term local currency rating and the
likelihood of extraordinary financial government support remained
the same.

"If we saw signs of weakening state support, we might consider
revising down the likelihood of extraordinary government support
for KTG.  Under our criteria for GREs, however, we would have to
revise the likelihood of extraordinary government support down to
"limited" from the current "moderately high" to result in a
downgrade of KTG.  We don't consider this to be likely in the
next two years," S&P said.



===================
L U X E M B O U R G
===================


ALTICE SA: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
long-term corporate credit rating to Luxembourg-based cable and
telecommunications holding company Altice S.A.  The outlook is
stable.

At the same time, S&P assigned its preliminary 'B' issue and
preliminary '5' recovery ratings to Altice's proposed
EUR4.15 billion equivalent senior secured notes.

"The preliminary rating on Altice reflects our assessment of its
financial risk profile as "highly leveraged" and our view of its
business risk profile as "satisfactory."  Altice is planning to
issue EUR4.15 billion equivalent of senior secured notes to fund
its participation in a new rights issue at Numericable Group, as
part of the expected merger between Numericable Group and SFR,
Vivendi's telecoms business, a transaction that will be primarily
debt funded.  (We also assume successful EUR1.2 billion and
EUR569 million right issues on the market by Numericable-SFR and
Altice, respectively.)  At this transaction's close, Altice will
be the majority shareholder of the merged Numericable-SFR entity,
with a 60% stake, and Numericable-SFR will contribute about
three-quarters of the group's revenues and about two-thirds of
its EBITDA on a proportional consolidation basis," S&P said.

"Altice's "satisfactory" business risk profile reflects our view
of the company's scale and solid market positions across its main
markets of operations -- primarily France, Israel, and the
Dominican Republic -- as the No. 2 telecoms operator in its
markets.  Altice has significant subscriber market shares and the
capability to offer fixed and mobile integrated services, as well
as access to content in its main assets.  Altice's business risk
profile also benefits from superior fiber networks across most of
its markets and a significant degree of geographic
diversification in its international operations.  We also
acknowledge the company's solid operating efficiency, as
evidenced by its track record of greatly improving its
subsidiaries' cost structures, as well as the meaningful
synergies between Numericable and SFR, as further strengths to
the business risk profile, which we believe should support future
growth in the company's EBITDA margins," S&P added.

"The business risk profile is constrained by our view of the
intense competition in France -- Altice's key operating market --
with substantial price pressures in the wireless market (where
SFR is the No. 2 player) and a competitive pricing environment in
its fixed-line business.  We also think that the integration of
Numericable and SFR will pose significant operational challenges
given the size of the acquisition, including the integration of
the companies' respective networks, as well as the need to
rebrand.  We view Altice's competition with larger and better-
capitalized incumbent telecoms operators across all of its key
markets as a limiting factor in our evaluation of the company's
business risk profile.  It is further constrained by our
assessment of increased operating risks in some of Altice's
international assets, including increased competition in the
Israeli fixed-line and pay-TV markets, an oversupplied Israeli
wireless market, and operating exposure to weak currency in the
Dominican Republic, since these factors may dampen the company's
growth prospects," S&P noted.

S&P's assessment also incorporates its view of the telecoms and
cable industry's "intermediate" risk, as well as its view of the
company's "intermediate" country risk.

"We assess Altice's financial risk profile as "highly leveraged"
due to the company's high debt burden after the Numericable-SFR
transaction, which will lead to adjusted leverage of more than 5x
pro forma for 2014 and 2015.  We adjust our forecast for
Numericable's results and liabilities on a proportional basis to
reflect Altice's partial ownership (which can lead to significant
cash-flow leakage), as well as our view of the group's actual
leverage if debt were pushed down to Numericable's level.  Due to
our anticipation of improved operating margins thanks to merger-
related synergies, we believe the company has good deleveraging
prospects in the first 18-24 months after the transaction closes,
assuming wireless profits stabilize beyond 2014.  But we expect
continued top-line pressure in the French mobile unit, which
could offset some of the benefits of cost reduction arising from
the merger," S&P said.

There are some uncertainties regarding the group's long-term
financial policy, though, because S&P thinks its deleveraging may
be skewed by further acquisition opportunities, including the
potential for Altice to boost its stake in Numericable.  S&P
believes, however, that the company's debt-funded growth will be
limited by its incurrence covenants.  The "highly leveraged"
financial risk profile also reflects the group's weak debt
coverage ratios, notably free cash flow to debt, which S&P
expects to be at less than 5% over the next 18-24 months.  S&P
bases its forecast on Altice's continued significant capital
expenditure (capex) as it invests in fiber networks and the
limited tax relief on the company's interest expenses stemming,
to a large degree, from the debt raised at the holding companies'
level.

S&P's base-case operating scenario for Altice assumes:

   -- GDP growth in France of 0.6% in 2014 and 1.4% in 2015;

   -- Revenue declines of about 3% in 2014 and 1%-2% in 2015
      resulting mainly from the continued impact of repricing in
      SFR's mobile division and, to a smaller extent, from top-
      line revenues from its Israeli wireless network, HOT, that
      it assumed in 2015 following the opening of the fixed-line
      networks to wholesale access;

   -- Group EBITDA margin growth to about 32% (unadjusted) in
      2015 and roughly 35% in 2016 from about 31% in 2013, pro
      forma the transaction; and

   -- A capex-to-sales ratio of about 17%.

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

   -- Funds from operations (FFO) to debt of 11%, pro forma for
      year-end 2014, increasing to about 12% in 2015;

   -- Debt to EBITDA of about 5.3x pro forma for 2014, declining
      to about 5.1x in 2015;

   -- Adjusted interest coverage of about 3.0x; and

   -- Adjusted free operating cash flow (FOCF) to debt of about
      3.5%.

The stable outlook reflects the company's significant
deleveraging potential from organic debt reduction and earnings
growth over the next two to three years as merger synergies build
up.  This is largely offset by releveraging risks, because S&P
expects Altice to seek to boost its level of participation in
Numericable (for example, by acquiring some or all of Vivendi's
20% stake).  S&P also expects Numericable to pay Vivendi a EUR750
million earn-out over the next couple of years (when the company
will reach EUR2.0 billion EBITDA minus capex).  S&P do not expect
Altice to deleverage below the adjusted 5x level in the next 18
months, and anticipate that its relatively weak FOCF to debt
generation will be about 3%-4%.

S&P could raise the rating in the next two to three years if it
sees Altice's adjusted leverage fall below 5x, with EBITDA
interest coverage remaining at or above 3x, and adjusted FOCF to
debt growing to 4%-5%.  This would also require adjusted EBIDA
margin growth closer to 35%.

S&P may take a negative action if it sees the company's
releveraging rising higher than its post-transaction levels.  S&P
will closely monitor the group's cash-flow generation,
particularly if its FOCF to debt erodes toward 2.5%.



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


GRESHAM CAPITAL: Moody's Affirms Ba1 Rating on EUR21.6MM Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the
following note issued by Gresham Capital CLO 1 B.V.:

  EUR18M Class C Deferrable Secured Floating Rate Note, Upgraded
  to Aa2 (sf); previously on Oct 14, 2013 Upgraded to A1 (sf)

Moody's has also affirmed the rating on the following notes:

  EUR48M Class A2 Senior Secured Floating Rate Notes, Affirmed
  Aaa (sf); previously on Oct 14, 2013 Affirmed Aaa (sf)

  EUR16.5M Class B Deferrable Secured Floating Rate Notes,
  Affirmed Aaa (sf); previously on Oct 14, 2013 Upgraded to Aaa
  (sf)

  EUR21.6M Class D Deferrable Secured Floating Rate Notes,
  Affirmed Ba1 (sf); previously on Oct 14, 2013 Upgraded to Ba1
  (sf)

Gresham Capital CLO 1 B.V. issued in March 2006, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Investec Bank Plc. The transaction exited its
reinvestment period in March 2012.

Ratings Rationale

The rating actions on the notes are primarily a result of
significant deleveraging following the two most recent payments
in September 2013 and March 2014. Here Class B OC levels
increased by approximately 50%.

Since September 2013, the class A1 note and the revolving loan
facility agreement have been full paid down. Class A2 has
additionally paid down EUR6.7 million (14% of initial balance)
resulting in significant increases to over-collateralization
levels. As of the March 2014 trustee report, classes A, B, C, and
D observed over-collateralization levels of 272.92%, 195.07%,
148.77%, and 115.80% respectively, compared with 190.73%,
155.54%, 129.48% and 107.81% respectively in September 2013. The
March 2014 trustee report does not factor in the deleveraging
that occurred during the recent payment date in March 2014. This
deleveraging has been taken into account in our analysis.

The reported weighted average rating factor ("WARF") has
increased to 3270 from 2978 since September 2013 whilst diversity
score has decreased from 24 to 21.

The key model inputs Moody's uses in its analysis, such as par,
WARF, 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 EUR102.0 million, defaulted par of
EUR5.3 million, a weighted average default probability of 27.2%
(consistent with a WARF of 4045), a weighted average recovery
rate upon default of 43.1% for a Aaa liability target rating, a
diversity score of 18 and a weighted average spread of 3.66%.

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 84% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
8.3% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 4199
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were consistent with 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 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) Around 52% of the collateral pool consists of debt
obligations whose credit quality Moody's has 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.

(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. Recoveries
higher than Moody's expectations would have a positive impact on
the notes' ratings.

(4) Foreign currency exposure: The deal has significant exposures
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.


SCEPTRE CAPITAL: S&P Lifts Rating on Power Tranche Notes to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on three European collateralized debt obligation (CDO)
and repack tranches.

The rating actions follow S&P's recent rating actions on the
underlying collateral.  Under S&P's criteria applicable to
transactions such as these, it would generally reflect changes to
the rating on the collateral in its rating on the tranche.

RATINGS LIST

Class        Rating            Rating
             To                From

Rating Raised

Sceptre Capital B.V.
EUR40 Million CMS-Linked Repackaged "Power Tranche" Notes
Series 2006-5

             CCC+              CCC

Ratings Lowered

Willow No.2 (Ireland) PLC
EUR7.2 Million Secured Limited-Recourse Floating-Rate Notes
Series 31

             BBB-              BBB

Willow No.2 (Ireland) PLC
EUR6.2 Million Secured Limited-Recourse Notes Series 32

             BBB-              BBB



===============
P O R T U G A L
===============


CAIXA GERAL: Fitch Revises Outlook on OSP to Stable
---------------------------------------------------
Fitch Ratings has revised the Outlook on Caixa Geral de Depositos
S.A.'s (CGD; BB+/Negative/bb-) Obrigacoes sobre o sector public
(OSP or public sector covered bond) to Stable from Negative and
affirmed the rating at 'BBB-'.

The rating action follows the revision of Outlook on the
Portuguese sovereign (BB+/Positive/B) to Positive from Negative.

Key Rating Drivers

Although the sovereign Outlook has been changed to Positive, the
Outlook on CGD's OSP has been changed to Stable due to the
current level of overcollateralization (OC) not being sufficient
to withstand stresses at levels higher than the current Issuer
Default Rating (IDR) of the Portuguese sovereign.  Therefore, in
the event of an upgrade of the Sovereign IDR, the OSP rating
would likely remain at an unchanged number of notches above the
bank's IDR.  The Stable Outlook also reflects that a potential
downgrade of CGD's IDR to its current Viability Rating (VR) of
'bb-' would be compensated by the IDR uplift of '2' assigned to
the program.

The 'BBB-' rating of OSP's one outstanding series of EUR800
million is based on CGD's IDR of 'BB+', an unchanged
Discontinuity Cap (D-Cap) of 0 (full discontinuity risk) and the
OC (45%) publicly committed to by the bank, which is also in line
with the break-even OC calculated by Fitch.  This level of OC
provides for at least 51% recoveries on the covered bonds assumed
to be in default in a 'BBB-' stress scenario.

The OSP is collateralized by a pool of public sector loans
originated by CGD.  As of end-December 2013, the cover pool
amounted to EUR1.22 billion and consisted of 1,940 loans granted
to 293 Portuguese municipalities.  The top 10 obligors represent
27.5% of the cover pool.  The largest exposure in the portfolio
is to the municipality of Lisbon, which represents 5.7% of the
total outstanding balance.

Rating Sensitivities

The 'BBB-' rating would be vulnerable to a downgrade if one of
the following occurs: (i) the bank's IDR is downgraded by three
or more notches; (ii) the Portuguese sovereign is downgraded by
one notch or (iii) the program OC decreases below the 'BBB-'
breakeven level.  The Fitch breakeven OC for the covered bond
rating will be affected, among others, by the profile of the
cover assets relative to outstanding covered bonds, which can
change over time, even in the absence of new issuance.  Therefore
it cannot be assumed to remain stable over time.



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


CAJA DE AHORROS: Fitch Affirms 'BB+' Subordinated Debt Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Spain-based Caja de Ahorros y
Pensiones de Barcelona (La Caixa)'s Long-term Issuer Default
Rating (IDR) at 'BBB-', with a Negative Outlook, Short-term IDR
at 'F3' and Viability Rating (VR) at 'bbb-'.

The affirmation follows Fitch's assessment of the implications
for La Caixa's credit profile following the announcement made by
the bank's board of directors on April 10, 2014 regarding i)
conversion of La Caixa into a banking foundation, to comply with
the December 27, 2013 law on savings banks and banking
foundations; and ii) transfer of La Caixa's stake in CaixaBank,
S.A. (BBB/Negative) and its debt (except that linked to social
projects) to Criteria CaixaHolding, S.A.U. (Criteria), a wholly-
owned holding company.  As a result, La Caixa will lose its
banking license, although it will continue to be supervised by
the Bank of Spain given its indirect shareholding interest in
CaixaBank through Criteria.

The reorganization is subject to receipt of all necessary
governing body, legal and regulatory approvals; and is scheduled
to be completed in 4Q14.

CaixaBank's ratings are unaffected by the group reorganization
and remain sensitive to the factors noted in previous rating
action commentaries.

Key Rating Drivers - IDRS AND VR

La Caixa is a bank holding company and its IDRs are driven by its
financial strength, as expressed by the VR.  La Caixa's VR is
based on those of its 60.5%-owned CaixaBank as Fitch considers
this the group's main operating subsidiary. La Caixa's VR is one
notch below CaixaBank's largely due to: i) a future reduction of
the stake to 55.9%, after conversions of mandatory convertibles
of CaixaBank and exchangeable bonds of La Caixa; and ii) a
double-leverage ratio, which according to Fitch's definitions is
between moderate and high.  The Outlook is Negative reflecting
that on CaixaBank.

La Caixa's outstanding debt totals EUR7.9 billion. It is mainly
subordinated, held by retail investors and falling due between
2017 and 2020.  Following the reorganization, the bulk of this
debt will be transferred to Criteria.  Criteria also has
EUR1.6 billion of senior debt largely maturing in 2020.  Taking
this debt into account, Fitch estimates La Caixa's double-
leverage ratio to be roughly 125%.

La Caixa's liquidity position is managed in conjunction with
Criteria's and Fitch views it as adequate considering the current
rating.  Its debt-servicing ability relies upon cash flows
received from CaixaBank and to a lesser extent from stakes held
by Criteria, the most important being a 34.5% share in Gas
Natural SDG, S.A. (BBB+/Stable) and a 19.2% share in Abertis
Infraestructuras, S.A. (BBB+/Negative) at end-2013.  These
investments have a track record of providing stable dividends to
Criteria (and hence La Caixa) to date.  In addition, Criteria
holds a portfolio of less liquid equity stakes and legacy real
estate assets.  Fitch is of the opinion that the reorganization
plans may be slightly beneficial for unsecured creditors of La
Caixa as they will be closer to Criteria's assets.

Rating Sensitivities - IDRS AND VR
La Caixa's VR (and consequently IDRs) is sensitive to the factors
which might drive a change in CaixaBank's VR. Its ratings could
also be affected by higher double-leverage, a strong decline in
the valuation of its assets and/or a weakening of its debt-
servicing capabilities.  However, Fitch views any of these
factors as unlikely in the foreseeable future.

Should the reorganization go ahead as planned, Fitch will
withdraw La Caixa's VR and IDRs upon closing. Fitch may
simultaneously assign new ratings to Criteria, which are likely
to be at the same level as those of La Caixa, absent any
unforeseen changes in the organizational structure, funding
profile and/or investment policy.

Key Rating Drivers and Sensitivites - Support Rating And Support
Rating Floor

La Caixa's Support Rating of '5' and Support Rating Floor (SRF)
of 'NF' reflect Fitch's belief that support cannot be relied upon
as it is a bank holding company, rather than a deposit-taker.
Upon the completion of the reorganization, Fitch will withdraw La
Caixa's Support Rating and SRF.

Key Rating Drivers and Sensitivities - Subordinated Debt

La Caixa's subordinated debt issues are notched down once from
its VR due to above-average loss severity for this sort of
instrument when compared with average recoveries.  The debt
ratings have been affirmed in line with the affirmation of the VR
and are sensitive to changes in CaixaBank's VR and hence La
Caixa's.  As part of the reorganization, these instruments will
be transferred to Criteria. Should this occur, Fitch may transfer
these debt ratings to Criteria.  Fitch does not expect the
subordinated debt ratings to change following the transfer and
upon Criteria becoming the obligor.

The rating actions are as follows:

Long-term IDR: affirmed at 'BBB-'; Outlook Negative
Short-term IDR: affirmed at 'F3'
Viability Rating: affirmed at 'bbb-'
Support Rating: affirmed at '5'
Supporting Rating Floor: affirmed at 'No Floor'
Subordinated debt: affirmed at 'BB+'
State-guaranteed debt: affirmed at 'BBB'


LA CAIXA: S&P Puts 'BB' Counterparty Rating on CreditWatch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
negative implications its unsolicited 'BB' long-term counterparty
credit rating on Spain-based savings bank La Caixa.  At the same
time, S&P affirmed the unsolicited 'B' short-term counterparty
credit rating.

S&P also placed on CreditWatch with negative implications its
unsolicited 'B+' issue rating on La Caixa's subordinated debt.

The CreditWatch placement reflects the negative implications that
could result for the creditworthiness of La Caixa from the change
in its legal form, and the potential changes to its regulatory
and supervisory framework.

La Caixa, the parent of Caixabank, has approved the restructuring
of the group where, among other things, it will change from a
savings bank to a foundation and will transfer its controlling
stake in Caixabank to Criteria, a 100%-owned unregulated
corporate subsidiary that holds most the group's stakes in other
private companies in Spain. La Caixa will also transfer all its
commercial debt to Criteria, including EUR7 billion of
subordinated instruments.  Out of these, we have unsolicited
ratings on EUR4 billion.  One possible risk to investors
following the group's reorganization could be that banking
regulators could have reduced prudential regulatory powers over
La Caixa and Criteria.  In addition to the above-mentioned risk
for La Caixa, the planned transfer of La Caixa's subordinated
debt to what S&P currently views as an unregulated corporate
subsidiary may also have negative implications for the
unsolicited subordinated debt ratings.

As S&P do not expect the announcement by La Caixa to affect the
creditworthiness of Caixabank, S&P has not placed the ratings on
Caixabank on CreditWatch.  Based on the text of the announcement,
S&P expects Caixabank to maintain its current legal and
regulatory status.

S&P aims to resolve the CreditWatch upon completion of the
group's reorganization and its reaching a view about the new
regulatory and supervisory framework for La Caixa and Criteria.

S&P could lower the ratings if it concludes that, in contrast
with La Caixa's current situation, Spain's banking regulator will
not have full prudential regulatory powers over La Caixa and
Criteria, even if it retains supervisory capacity at a
consolidated level. In S&P's view, lacking the benefits of both
having legal status as a bank and not being under the banking
prudential regulatory framework as a result of the reorganization
could be detrimental for creditors of La Caixa and Criteria.
This is despite Caixabank remaining the main contributor to both
these entities' payment capacity, as is the case currently.

Conversely, S&P could affirm the ratings at the current level if
it concludes that the banking regulator will have full regulatory
and supervisory powers over La Caixa and Criteria following the
group reorganization.  Even if this did not happen, S&P could
affirm the ratings if it concluded that La Caixa's
creditworthiness was to remain consistent with the current
ratings level.


PESCANOVA SA: Creditors Have Until April 30 to Approve Debt Plan
----------------------------------------------------------------
Tomas Cobos and Andres Gonzalez at Reuters report that Pescanova,
which is racing to avoid liquidation, said on Monday it had been
granted an extra two weeks by a court to win the support of
creditors for its debt restructuring plan.

Lenders have balked at the extent of losses the company, now
being managed by the administrator Deloitte, wants them to take,
Reuters relates.

Pescanova, a household name in Spain for its fish fingers, became
one of Spain's biggest bankruptcies last year, Reuters recounts.
Auditors uncovered more debts at the firm after it filed for
insolvency, and it owed EUR3.2 billion (US$4.44 billion) in total
at the end of 2012, Reuters says, citing Deloitte.

According to Reuters, the company said in a statement to Spain's
stock market regulator creditors now have until April 30 to sign
up to Pescanova's debt proposal.

Lenders include top Spanish banks such as Sabadell, Popular,
Caixabank and BBVA, Reuters discloses.

                       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.


REPSOL INT'L: Fitch Affirms BB- Hybrid Capital Instruments Rating
-----------------------------------------------------------------
Fitch Ratings has revised Repsol SA's Outlook to Positive from
Stable and affirmed its Long-term Issuer Default Rating (IDR) at
'BBB-'.

The Outlook change reflects Fitch's expectations that the company
will soon receive up to USD6 billion in nominal value of
guaranteed Argentine government bonds as compensation for the
expropriation of 51% of former subsidiary YPF (B-/Negative) and
YPF Gas.  This follows an agreement reached with the government
of Argentina in February 2014.

"We also expect Repsol will monetize these bonds within the next
two years.  The ratings will be upgraded after bonds equal to
USD3 billion are sold because of the material improvement to the
company's liquidity and net leverage metrics.  Further upgrades
to 'BBB+' will depend on use of proceeds to fund acquisitions,
capital investments or reduce debt," Fitch said.

Key Rating Drivers

Tangible YPF Compensation
Fitch will upgrade Repsol's Long-term IDR to 'BBB' once the
company monetizes at least USD3 billion of its guaranteed
Argentine government bonds.  Repsol's agreement with Argentina
removes much of the cash flow uncertainty we had indicated in our
December 2013 rating affirmation.

Credit-Positive Actions
Repsol took additional steps to strengthen its financial profile
after being downgraded twice in 2012.  Measures included the sale
of treasury shares to Temasek Holdings for EUR1 billion and the
implementation of a dividend reduction and scrip dividend program
that generated cash savings of EUR2.5 billion. The company has
also made pre-tax divestments of EUR4 billion over the last two
years.

Ambitious Upstream Plan
Repsol anticipates increasing oil production to 500 thousand
barrels of oil equivalent per day (mboepd) by 2016.  In 2013
Repsol achieved average annual net production growth of 4.2%.
This was due to the start-up of five of its 10 key projects,
partly offset by production volatility in Libya.  Fitch views the
company's target of consistently greater than 7% compound annual
growth rate a year for its upstream production as ambitious, as
most of the integrated oil and gas companies are struggling to
maintain flat production growth rates.

Challenging Downstream Environment
Repsol's downstream core business has significant exposure to the
Spanish economy, which accounts for 20% of EBITDA. Downstream
current cost of supply- adjusted operating income declined 46.6%
year-on-year in 2013 due to a weak refining environment. Repsol's
refining margin averaged USD3.3 per barrel in 2013, down 37.7%
from 2012.  At the same time, oil product sales rose just 1% in
2013 compared with 13% in 2012. Fitch expects the downstream
market environment in Europe will remain challenging in 2014.

Above-Average Operating Efficiency
Repsol's production profile is "small" according to Fitch's oil
and gas sector credit factors. However, the company has the
highest profitability in terms of EBITDAX per barrel, the lowest
replacement costs and is one of two companies with an organic
replacement ratio of above 100%. Nevertheless, Fitch expects this
position could deteriorate if Repsol moves more production to
OECD countries with more complex geological formations and higher
production cost inflation.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Monetization of the guaranteed Argentine government bonds
    equal to USD3bn

-- Deconsolidated FFO adjusted net leverage around 2.5x (end-
    2013: 2.6x)

-- Deconsolidated FFO fixed charge cover around 8x (end-2013:
    3.9x)

-- Upstream production size at around 500,000 barrel per day

-- Stable deconsolidated FFO margin greater than 10% (end-2013:
    6%)

-- Capex spending of no more than 100% operating cash flow

-- Improvement to downstream performance

Negative: The current Outlook is Positive. As a result, Fitch's
sensitivities do not currently anticipate developments with a
material likelihood, individually or collectively, of leading to
a rating downgrade. However, the Outlook could be revised to
Stable due to:

-- Unforeseen difficulties monetizing at least USD3 billion of
    Argentine government bonds

-- Downstream performance not improving

-- Problems maintaining upstream organic growth rates near
    stated targets

Liquidity and Debt Structure

Repsol had EUR9.3 billion of total liquidity at end 2013, with
EUR6.2 billion of cash and EUR3.1 billion of available committed
unused credit lines, excluding GN. This comfortably covers
Repsol's maturities to 2018. Additionally, Fitch considers
subsidiary Gas Natural SDG, S.A.'s (GN; BBB+/Stable) debt to be
non-recourse to Repsol.

Full List of Rating Actions

Repsol, S.A.

  Long-term IDR: affirmed at 'BBB-'; Outlook Revised to Positive
   from Stable
  Senior unsecured debt: affirmed at 'BBB-'
  Short-term IDR: affirmed at 'F3'

Repsol International Capital Ltd.

  Hybrid capital instruments: affirmed at 'BB-'

Repsol International Finance

  Senior unsecured debt: affirmed at 'BBB-'
  Commercial paper: affirmed at 'F3'


TENZING CFO: Moody's Affirms 'B2' Rating on EUR10MM D2 Notes
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Tenzing CFO S.A.:

  US$16M (current outstanding balance of US$6,2M) B1 Notes,
  Upgraded to Baa1 (sf); previously on Dec 3, 2010 Upgraded to
  Baa3 (sf)

  EUR21M (current outstanding balance of EUR8,2M) B2 Notes,
  Upgraded to Baa1 (sf); previously on Dec 3, 2010 Upgraded to
  Baa3 (sf)

Moody's also affirmed the ratings of the following notes issued
by Tenzing CFO S.A:

  Liquidity Facility extended by BNP Parribas to Tenzing CFO, S.A
  in December 2004, Affirmed Baa2 (sf); previously on Dec 5, 2011
  Assigned Baa2 (sf)

  US$33M C Notes, Affirmed Ba3 (sf); previously on Dec 3, 2010
  Confirmed at Ba3 (sf)

  US$8.5M D1 Notes, Affirmed B2 (sf); previously on Dec 3, 2010
  Confirmed at B2 (sf)

  EUR10M D2 Notes, Affirmed B2 (sf); previously on Dec 3, 2010
  Confirmed at B2 (sf)

Tenzing CFO S.A. is a private equity collateralized fund
obligation ("CFO") backed by private equity funds that closed in
December 2004. The portfolio is managed by Vedanta Capital. This
transaction is predominantly composed of buyout funds.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily the result of an improvement in the
overcollateralization ratios of the rated notes pursuant to the
amortization of the portfolio. Class B-1 and B-2 notes have
amortized approximately USD25.4 million (56.6% of original
balance) in December 2013 and USD27.4 million (61%) since
closing. The reported Class B asset coverage test increased to
6.52 in December 2013 from 3.25 in December 2012.

Based on December 2013 financial information, the USD72.6 million
outstanding notional of the rated notes (i.e. classes B to D) are
collateralized by a private equity fund share portfolio valued in
USD175.3 million and available cash of USD5.5 million. Moody's
assessed the coverage provided by the value of the underlying
portfolio of private equity fund shares (NAV) for each class of
rated notes to determine their credit strength, and measure the
drop in NAV that would lead to each class of rated notes
realizing a loss. The current NAV would need to decrease by more
than 60% for the class B to experience a loss over a 5 year
horizon after taking into account senior expenses and interest
payments.

Moody's considers the risk of a default on an interest payment to
the rated notes remote. The liquidity available to fund ongoing
senior expenses, interest payments and draw-downs on unfunded
commitments is at an adequate level. Moody's analyzed the total
amount of reported draw-downs and distributions of the PE CFO
since closing, which allows us to also adjust our projections of
draw-downs and distributions over the coming years. As of
December 2013, the transaction also benefits from a USD25 million
liquidity line on top of the available cash. Currently, unfunded
commitments add up to USD26 million. However given the seasoning
of the underlying funds, Moody's expect potential draw-downs to
be low over the coming years. Furthermore, Moody's  expect future
distributions from the underlying funds to continue at a steady
pace as private equity funds exit their investments.

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

Private equity CFO income depends on the distributions coming
from its underlying investments in the multiple private equity
funds portfolio. Over the life of the transaction, distributions
will be used to pay operating expenses, unfunded commitments (or
over commitments) and interest on the notes. Therefore, the
amount and the timing of such distributions are key for the
performance and fulfillments of the fund's obligations. If the
amount of net cash flow (i.e. distributions minus draw-downs on
unfunded commitments) is lower than expected or the distribution
is delayed, the rating may be negatively impacted, and vice
versa. Moody's expect the ratings will be stable going forward as
the presence of a liquidity facility will offset potential
volatility in cash distribution and there are sufficient cushion
in coverage to mitigate fluctuations in NAV.

Loss and Cash Flow Analysis:

Moody's complemented its analysis by considering the aggregated
cash flow projection based on random Internal Rate of Return
(IRR) draws from the student-t distribution in combination with a
J-curve assumption on cash flow distributions. For each
simulation, the aggregated cash-flows resulting from the asset
modelling is flushed into a simplified waterfall based on the
transaction's documentation.

Stress Scenarios:

In addition to the base case described above, Moody's also
considered various scenarios related to the IRR and the timing of
distributions and drawdowns via the J-curve. Moody's determined
these scenarios based on the total amount of reported drawdowns
and distributions of the PE CFO since inception, which allows us
to assess the transaction under different assumptions of IRR and
J-curve scenarios.



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


CYTOS BIOTECHNOLOGY: Considers Options to Wind Down Company
-----------------------------------------------------------
Reuters reports that Cytos Biotechnology said it was looking at
options to wind down its operations and liquidate the company
after its main drug candidate failed in a clinical trial, sending
it shares down 95 percent.

The Zurich-based firm said its experimental asthma drug CYT003
failed to meet several goals in a mid-stage study and it had
decided to terminate the clinical trial, according to Reuters.

Cytos said the likelihood of securing new funding to continue its
operations was remote, the report notes.

"Consequently, the company's board of directors has instructed
management to evaluate the options for an ordinary winding down
of operations and liquidation of the company or possible
bankruptcy," it said in a statement obtained by Reuters.

Cytos said it did not expect to be able to repay any convertible
bonds or a liquidation dividend to shareholders, the report
notes. It said it had started a consultation process to lay off
all of its 36 employees, the report relates.

Cytos Biotechnology was founded in 1995 as a spin-off from
Zurich's technical university.



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


ALBEMARLE & BOND: Burt Buys Business Out of Administration
----------------------------------------------------------
Ashley Armstrong at The Telegraph reports that Albemarle & Bond,
the failed pawnbroker, has been rescued by the former Bank of
Scotland chief executive.

Sir Peter Burt has acquired 128 of the 187 pawnbroker branches as
part of a deal through his Promethean Investments vehicle, The
Telegraph discloses.

As a result of the acquisition, 628 out of 809 jobs have been
saved, The Telegraph notes.

The remaining 59 branches which are not part of the deal have
been retained by administrators PricewaterhouseCoopers, The
Telegraph relates.  These will likely be closed with the
remaining 181 staff possibly being transferred to other stores,
The Telegraph says.

Promethean is appointing Stephen Plowman, who has a 30-year
career in financial services and spent the last eight years in
restructuring, as chief executive of the new Albemarle & Bond,
The Telegraph discloses.

Albemarle & Bond collapsed into administration on March 25 after
lenders Barclays and Lloyds Banking Group said that they would
not support the company's turnaround plan, The Telegraph
recounts.  Albemarle & Bond, as cited by The Telegraph, said that
as a result it would not have enough money to repay its
outstanding bank debts of around GBP51 million and meet trading
requirements.

Albemarle & Bond Holdings PLC provides pawnbrokering services.
The Company, through its subsidiaries, provide pawnbroking, check
cashing services, retail jewelry sales and unsecured lending.
Albemarle operates in the United Kingdom.


COLLECTABLES: Back in Operation With 40 Jobs
--------------------------------------------
The Journal reports that a retail chain which went into
administration seven months ago is back in business, creating 40
new North East jobs.

Collectables closed its stores last September resulting in 175
staff being made redundant, the report recalls.  Prior to trading
ending, the business had 14 stores across the region.

Now that it is back in business, it will run from four sites,
including two at the Intu Metrocentre, according to The Journal.
Two other stores are also trading at Dalton Park, near Seaham,
and in Middlesbrough and the chain's website and online shop will
re-launch next month.

The report notes that the move sees the creation of approximately
40 jobs, roughly half of which will go to staff who were among
those made redundant by administrators KPMG last year.

Collectables was founded by the firm's chairman Philip Lewis on a
barrow in the Metrocentre in 1986.

Despite growing a highly successful retail and wholesale business
over 27 years, with turnover topping GBP10.4 million for the year
ended January 2013, Collectables Retail Ltd ran into trouble when
the value of its property assets, which included the Collectables
Retail Park in Stockton, were hit by declining business property
values, the report notes.

The company said it remains in administration, with KPMG settling
as many demands from creditors -- owed a total of GBP1.3 million
-- as possible through the sale of stock, the report discloses.
Now the business is working once more with the majority of its
former suppliers and hopes to be brought out of administration
soon, the report relays.

Collectables is a giftware and kitchenware chain.


CO-OPERATIVE BANK: Optimistic on GBP400-Mil. Capital Raising
------------------------------------------------------------
Kristy Dorsey at The Scotsman reports that troubled
Co-operative Bank is "confident" it will raise the GBP400 million
needed to secure its future, even though it will not turn a
profit until 2016 at the earliest.

Chief executive Niall Booker said the bank, which on Friday
confirmed losses of nearly GBP1.3 billion in 2013, expects to
raise the additional cash even if its embattled parent does not
put in its share, The Scotsman relates.

Co-operative Group, which now owns 30% of the bank, would be
liable for a further GBP120 million, The Scotsman says.

The bank is majority-owned by a group of bondholders which took
control in December following revelations of a GBP1.5 billion
black hole in its finances, The Scotsman discloses.  They are
thought to have little choice but to come up with the money or
lose the roughly GBP1.2 billion they have already put in, The
Scotsman notes.

Co-op Bank -- part of the mutually owned food-to-funerals
conglomerate Co-operative Group -- traces its history back to
1872.  The bank gained prominence for specializing in ethical
investment.  It refuses to lend to companies that test their
products on animals, and its headquarters in Manchester is
powered by rapeseed oil grown on Co-operative Group farms.

Founded in 1863, the Co-op Group has more than six million
members, employs more than 100,000 people, and has turnover of
more than GBP13 billion.

                           *     *     *

The Troubled Company Reporter-Europe on Nov. 14 and 18, 2013 has
reported that Moody's Investors Service has affirmed The
Co-operative Bank's Caa1 senior unsecured debt and deposit
ratings, and changed the outlook on the rating to negative from
developing, and Fitch Ratings has downgraded the company's Issuer
Default Rating to 'B' from 'BB-' and placed it on Rating Watch
Negative.


DIXONS RETAIL: Fitch Affirms & Withdraws 'B' Short-Term IDR
-----------------------------------------------------------
Fitch Ratings has affirmed Dixons Retail PLC's Short-term Issuer
Default Rating (IDR) at 'B' and withdrawn the rating.

Fitch has decided to discontinue the above rating, which is
uncompensated.  All other ratings on this issuer remain
unaffected by this withdrawal, and analytical coverage of the
issuer will continue.


SAGA LIMITED: Moody's Assigns 'B1' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) to
Saga Limited (Saga or the company). Concurrently, Moody's has
assigned a provisional (P)B1 rating to the GBP825 million Term
Loan A due 2019, GBP425 million Term Loan B due 2020, and GBP150
million Revolving Credit Facility due 2019 (together the senior
bank facilities), all issued by Saga MidCo Limited, a subsidiary
of Saga. The outlook on the ratings is stable. This is the first
time Moody's has assigned a rating to the company.

Moody's issues provisional ratings in advance of the final
funding of the facilities 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

"Saga's B1 CFR reflects the company's strong brand recognition
among its target population, the extensive Group Marketing
Database facilitating product cross-selling, its stable renewal
rates for home and motor insurance, and the good track record of
AICL, the company's underwriting business", says Sebastien
Cieniewski, Moody's lead analyst for Saga. The rating is weakly
positioned in the B1 category due to Saga's relatively small
scale in all its segments, the profound competitiveness of the UK
insurance market, which has led to unsustainable pricing pressure
in the recent past, modest growth prospects for its end-markets,
and the high adjusted leverage ratio at around 5.6x at the
closing of the refinancing (based on underlying pro-forma GBP222
million EBITDA as reported by the company) with limited
deleveraging capability.

Despite its revenues of approximately GBP1.2 billion, Saga is a
relatively small player in the markets where it operates as it
focuses only on the over 50s population. For example, Saga only
holds less than 2% market share of the UK motor and home
insurance markets. In addition, despite the relative
diversification of revenues between travel, healthcare, and
financial services, the latter generates most of the company's
earnings (84% of group EBITDA in fiscal year (FY) 2014).

In this niche market, Saga benefits from a strong brand which the
company has leveraged over time to extend its product offering --
having started operating as a travel business, Saga has
diversified its operations to financial services, including
insurance, and more recently healthcare. In addition, high
customer satisfaction has facilitated product cross-selling.
Targeted marketing through Saga's extensive Group Marketing
Database and cross-selling have contributed to sustain higher
margins compared to most of its peers thanks to reduced customer
acquisition costs.

However, the markets where Saga operates are highly competitive,
in particular the UK motor and home insurance markets -- a credit
negative. Competition in these markets has been exacerbated over
the last couple of years by the increasing penetration of online
aggregators facilitating price comparison for customers. This has
in turn led to pressure on premiums as well as increased churn of
policyholders. Despite the increasing pressure, Saga has remained
relatively resilient with stable customer retention rates for
both the motor and home insurance products thanks in part to its
strong brand, lower penetration of online aggregators among its
target population, and increased loyalty through cross-selling.

In addition, Moody's positively view Saga's prudent motor
underwriting operations which have supported group profitability
during a challenging period, particularly between FY2009 and
FY2011, when excessive price competition, claims farming, and the
rise of bodily injury claims resulted in loss-making activities
for most of the players in the UK insurance market. Saga
underwriting arm's pricing discipline and recurring reserve
releases have led to the group showing better combined operating
ratios relative to most peers. However, Moody's  also note that
in this particularly competitive environment, this strategy has
resulted in loss of volume of insurance policies -- for example
motor policyholders have decreased to 2.7 million as of January
2014 compared to close to 3 million in January 2012.

Saga's adjusted leverage ratio is high at 5.6x based on fiscal
year 2014 underlying pro-forma EBITDA of GBP222.4 million (pro
forma mainly for the Ruby ship retirement in January 2014).
Moody's do not anticipate significant deleveraging over the
rating horizon because of the relatively mature nature of markets
in which Saga operates, as well as the intense price competition
that is limiting returns in the UK motor and home insurance
industry. The decent projected free cash flow generation of
around 6%-7% per annum over the period FY2015-2017 partly
mitigates the weak deleveraging on a gross basis.

Saga's liquidity position is solid. Liquidity is supported by the
projected positive free cash flow (FCF) generation which benefits
from intrinsically negative working capital. In addition, capex
requirements, mainly related to the company's travel segment, are
modest, averaging 2% of revenues per annum. Saga's liquidity also
gets support from an undrawn GBP150 million RCF and a pro forma
unrestricted cash balance of GBP52 million as of the closing of
the transaction. A significant portion of the group's cash is
ring-fenced from the rest of the group because of regulation,
including AICL, travel, and part of the healthcare segments, and
is therefore restricted.

Saga's PDR of B2-PD, which is one notch below the CFR, reflects
our assumption of a 65% family recovery rate as is customary for
capital structures, including senior bank debt only with
maintenance covenants. The Term Loan A, Term Loan B, and
revolving credit facility rank pari passu but are junior to a
maximum of GBP32.5 million of super senior pension debt. The
senior bank facilities benefit from only limited guarantees in
the absence of guarantees provided by the regulated entities
including Saga's underwriting and travel businesses. Moody's have
assigned a (P)B1 rating to the Term Loan A, Term Loan B, and RCF,
at the same level as the CFR, due to the relatively small amount
of super senior pension liabilities and other non financial debt
liabilities at the operating companies ranking ahead. The senior
bank facilities are subject to financial covenants (leverage and
interest cover) with a 30% headroom set at the closing of the
transaction.

Saga's stable outlook reflects Moody's expectation that the
company will continue to enjoy high renewal rates and stable
margins in its insurance business, which will allow it to
generate free cash flow above 5% of adjusted gross debt. Upward
rating pressure could develop if Saga (1) decreases its leverage
towards 4.5x on a sustainable basis; (2) improves its FCF/debt
well above 10%; and (3) maintains a conservative financial policy
with ample liquidity cushion. Downward rating pressure could
develop if (1) the company's leverage increases towards 6x; (2)
FCF/debt decreases to below 5% on a sustained basis; and/or (3)
motor and home insurance renewal rates weaken.

Headquartered in Folkestone, UK, Saga provides a range of branded
products for the over-50s consumer segment in the UK. Saga's
operations span mainly across financial services (44% of FY 2014
group revenues and 88% of group EBITDA), which include motor (2.7
million policies) and home insurance (1.9 million policies),
travel (28% of revenues and 9% of EBITDA) with a packaged and
cruise holidays offering, and healthcare (27% of revenues and 5%
of EBITDA) specialized in private domiciliary care services. Saga
reported revenues of GBP1,209 million and underlying pro-forma
EBITDA of GBP222 million for fiscal year ended January 2014. The
company is owned by Acromas BidCo Limited whose ultimate
shareholders are Charterhouse Capital partners (35.8% ownership),
CVC Capital Partners (19.9%), Permira Advisers (19.9%), employees
(20.2%) and other co-investors (4.2%). Consolidated audited
accounts will be produced at the level of Saga Limited, which is
the top entity within the bank group.


TATA STEEL UK: Fitch Affirms 'B+' Long-Term Foreign Currency IDR
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Foreign Currency Issuer
Default Rating (IDR) on India-based Tata Steel Limited (TSL) at
'BB+'.  The agency has also affirmed the 'B+' Long-Term Foreign
Currency IDR on TSL's wholly owned subsidiary Tata Steel UK
Holdings Limited (TSUKH).  The Outlooks have been revised to
Stable from Negative.

The Outlook revision reflects Fitch's expectations of improvement
in TSL's financial profile in the near to medium term.

Key Rating Drivers

TSL's Financial Profile to Moderate: Fitch expects TSL's
financial profile to moderate with net leverage (measured as net
adjusted debt/ operating EBITDAR) improving to below 4x by the
year ending March 31, 2015 (FY15) (FY13:4.9x and FY14 forecast at
below 4.5x). Fitch expects TSL's strong cash generation to
support the deleveraging over the medium term.  This is even
though debt levels are likely to peak in FY15 as the company
expands its capacity in India.

TSL's EBITDA improved to INR114 billion (USD1.9 billion) in
9MFY14 from INR82.9 billion a year earlier, driven by growth in
its Indian sales volumes and improved profitability in the
European business. Fitch expects both sales volume growth and
stronger profitability to be sustainable.  The commissioning of
the first phase of its new plant at Odisha in 4QFY15 will also
support stronger earnings.  The first phase of the new plant is
expected to add 3 million tonnes per annum (mtpa) of capacity.

Improvement in European operations: The performance of TSUKH has
improved over the last four quarters with the company
consistently generating positive EBITDA.  For the nine months to
December 2013, EBITDA was GBP233 million, a strong improvement
from GBP18m a year earlier. Fitch's expectation of a sustained
improvement in TSUKH's profitability is underpinned by the modest
improvement in market conditions for western European steel
producers and TSUKH's on-going cost rationalization measures and
improving product mix.

TSUKH's Weakness Offset by TSL Support: In line with Fitch's
Parent and Subsidiary Rating Linkage methodology, the agency has
raised TSUKH's IDR by two notches above its standalone credit
profile as a result of moderately strong operational and
strategic ties between TSUKH and its parent TSL.  TSUKH's
standalone credit profile is weak, evidenced by high leverage and
weak profitability. In addition, its business has been challenged
by difficult, though improving, market conditions in western
Europe.

Assets Sales Support Capex: TSL has undertaken measures to
control its rising debt levels.  In March 2014, the company sold
a land parcel in Mumbai for INR11.55 billion. Fitch believes that
the company is likely to divest additional assets, which will
help fund its capex and constrain TSL's debt levels.  The company
is also expected to delay work on the second phase, which has
capacity of 3mtpa, at its Odisha plant in India.  The company now
plans to start the second phase after commissioning and ramping
up the first phase.

Weaknesses in Indian Market: Fitch expects demand growth for
steel in India to remain muted in the near term and improve
modestly from the second half of FY15.  The agency does not
expect the profitability of Indian steel companies to improve
significantly given the likely overcapacity in the industry over
the medium term.  While TSL's Indian operations continue to
remain highly profitable, supported by its high level of raw
material integration, any significant and sustained drop in steel
prices may have a negative impact on the performance of the
consolidated entity.

Tata Group Support: TSL's ratings continue to benefit from a one-
notch uplift because of the potential support from the Tata group
due to the former's strategic importance to the group.

Rating Sensitivities

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

TSL

-- Net financial leverage of more than 4x on a sustained basis
-- Any weakening of linkages of between TSL and the Tata group

TSUKH

-- Any significant weakening in TSUKH's liquidity
-- Any weakening of linkages between TSL and TSUKH

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

TSL

-- Significant improvement in net financial leverage to below
    2.5x on a sustained basis, coupled with sustained profitable
    operations at TSUKH would be positive for the Foreign-
    Currency IDR.

TSUKH

-- Net leverage of 5x or less and EBITDA interest cover of 2x or
    above on a sustained basis
-- Any strengthening of linkages between TSL and TSUKH

The full list of rating actions follows:

TSL

-- Long-Term Foreign Currency IDR affirmed at 'BB+'; Outlook
    revised to Stable from Negative
-- Senior unsecured rating: affirmed 'BB+'

TSUKH:

-- Long-Term Foreign Currency IDR affirmed at 'B+'; Outlook
    revised to Stable from Negative
-- Secured bank facilities aggregating around GBP3.6bn affirmed
    at 'BB-' with Recovery Rating of 'RR3'.


WEST CORNWALL: Bought Out From Administration
---------------------------------------------
Martyn Leek at bakeryinfo.co.uk reports that West Cornwall Pasty
Company has been rescued out of administration by a new
investment fund, for an undisclosed sum.

The Gresham Private Equity-backed chain was placed into
administration with PriceWaterhouseCoopers -- with the closure of
28 stores and 90 jobs.

Now, Enact, a GBP7.5 million fund by the private equity house
Endless, has agreed to buy 35 West Cornwall Pasty Company outlets
and stores, together with the brand, the report notes.

The report discloses that the investment in West Cornwall Pasty
Company is the first completed by Enact and comes just three
months after the fund's launch.  Enact has been supported in the
transaction by Sankaty Advisors.  Gresham is no longer involved
in the chain and it is believed its new owners are in the process
of reviewing the company's management team.

The report notes that Enact plans to invest "significant capital"
in refreshing the brand, product innovation and investment in the
store estate, including the opening of new stores at strategic
locations.

Enact was advised by Simon Pilling and James Cook of Gordons.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *