TCREUR_Public/140514.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, May 14, 2014, Vol. 15, No. 94

                            Headlines

C Y P R U S

SONGA OFFSHORE: Moody's Affirms 'Caa1' CFR; Outlook Positive


F I N L A N D

NOKIA OYJ: Moody's Hikes Corporate Family Rating to 'Ba2'


F R A N C E

CMA CGM: S&P Raises Corp. Credit Rating to 'B+'
VIVARTE SAS: Lenders Submit Restructuring Proposals


G E O R G I A

GEORGIA: Fitch Affirms 'BB-' Long-Term IDRs; Outlook Stable


G E R M A N Y

TAURUS CMBS 2006-3: Fitch Cuts Ratings on 2 Notes to 'Csf'


I R E L A N D

AVOCA CLO XI: S&P Assigns Prelim. 'B-' Rating to Class F Notes
CVC CORDATUS: Fitch Assigns 'B-sf' Rating to Class F Notes
IRISH BANK: McAteer Settles EUR8.2-Mil. Director's Loan


N E T H E R L A N D S

NORTH WESTERLY: S&P Affirms 'BB' Rating on Class E Notes


N O R W A Y

EKSPORTFINANS ASA: Moody's Hikes Subordinated Debt Rating to 'B1'


R O M A N I A

CORTINA RESIDENCE: Local Investors Revive Business


S P A I N

CODERE SA: Debt Restructuring Deal Still Uncertain
FONDO DE TITULIZACION: Moody's Rates EUR310MM Notes '(P)Ca'
NYESA VALORES: Wants Deadline to Review Reports Extended
SANTANDER EMPRESAS 3: Fitch Affirms Csf Rating on Cl. F Notes


S W E D E N

DANNEMORA MINERAL: Files Bankruptcy Petition; Halts Production


S W I T Z E R L A N D

SUNRISE COMMUNICATIONS: S&P Affirms 'B+' Corp. Credit Rating


U K R A I N E

UKRAINE MORTGAGE: Moody's Affirms Caa1 Rating on US$36.9MM Notes


U N I T E D   K I N G D O M

EXPRO HOLDINGS: S&P Affirms 'B-' Corp. Credit Rating
F&C ASSET: S&P Raises LT Counterparty Rating to From 'BB+'
JOHNSTON PRESS: S&P Assigns Prelim. 'B' CCR; Outlook Negative
MIZZEN BONDCO: Moody's Assigns B2 Rating to GBP200MM Sr. Notes
SIGNET UK FINANCE: Moody's Assigns 'Ba1' CFR; Outlook Stable


                            *********


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C Y P R U S
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SONGA OFFSHORE: Moody's Affirms 'Caa1' CFR; Outlook Positive
------------------------------------------------------------
Moody's Investors Service has affirmed Songa Offshore SE's (Songa
or the company) corporate family rating (CFR) at Caa1 and
probability of default rating (PDR) at Caa1-PD. The outlook on
the ratings has been changed to positive from stable.

Ratings Rationale

The Caa1 CFR reflects the fact that final financing documentation
for the CAT-D 3 & 4 rigs is not yet in place and that the company
remains reliant on the successful operation of its three rigs all
contracted to Statoil until 2016, following the agreement for the
sale of the two other rigs. The ratings are also constrained by
the risks associated with four new rigs under construction, as
well as delivery and ramp-up, in light of Songa's limited
experience with this situation.

Assuming a successful commissioning of the CAT-D rigs, the
company's financial position from 2015 onwards should be
significantly improved although it will remain highly leveraged,
with Moody's expecting leverage to remain above 9x through 2015,
falling towards 6x through 2016.

Moody's continues to view the company's liquidity as weak due to
the remaining financing gap of USD 1 billion required for the
CAT-D 3 & 4 rigs delivery due in the first half of 2015.
Financial flexibility is also adversely impacted by the continued
amortization payments due under its bank facility.

Outlook

The change in outlook to positive reflects the generally solid
operating performance to date in FY2014, the construction of the
CAT-D rigs progressing within the current budget and on schedule,
the signing of final financing documentation for the CAT-D 1 & 2
rigs, as well as the agreement to sell the non-core rigs, albeit
on terms that realise less up-front cash proceeds than originally
envisaged. The positive outlook also assumes the completion of
the sale of the non-core rigs in accordance with the terms
announced, the maintenance of adequate liquidity, continued
positive progress towards the completion of financing
documentation for the CAT-D 3&4 rigs, and the timely delivery of
the CAT-D rigs.

What Could Change The Rating Up

The ratings could be upgraded following successful signing of
final financing documentation for the CAT-D 3 & 4 rigs, together
with a continued improvement in liquidity and maintenance of a
solid operating performance, including positive progress towards
the successful commissioning of the CAT-D rigs.

What Could Change The Rating Down

The ratings could face downward pressure if the assumptions for
the positive outlook are not maintained or there is any
deterioration in operating performance.

Songa, headquartered in Cyprus, was established in Norway in 2005
and is listed on the Oslo stock exchange. It grown rapidly
through both acquisitions and some re-commissioning of second-
hand floaters and currently has a fleet of five semisubmersibles,
with a further four under construction. For the FYE 2013, it
reported revenues of around $560 million.



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F I N L A N D
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NOKIA OYJ: Moody's Hikes Corporate Family Rating to 'Ba2'
---------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from B1 the
corporate family rating (CFR) and to Ba2-PD from B1-PD the
probability of default rating (PDR) of Nokia Oyj (Nokia),
following the announcement of its new strategy and capital
structure optimization program, the completed divestment of its
mobile handset operations, and the anticipated stabilization of
its core Nokia Siemens Networks business, renamed Networks. The
outlook on the ratings is stable. Concurrently, Moody's withdrew
the B1 CFR and B1-PD PDR of Nokia Solutions and Networks B.V.
(NSN).

Moody's has also upgraded to Ba2 and (P)Ba2 from B1 and (P)B1 the
ratings of Nokia's senior unsecured notes and MTN program ratings
respectively, and to Ba2 from B1 the ratings of Nokia Solutions
and Networks Finance B.V.'s EUR800 million of senior notes.
Nokia's and Nokia Finance International B.V.'s short-term senior
unsecured ratings of NP/(P)NP were affirmed.

"We are upgrading Nokia's ratings because Nokia announced that it
will remain focused on its existing businesses and reduce gross
debt, thus positively resolving the uncertainties reflected in
the previous developing outlook on the rating" says
Roberto Pozzi, a Moody's Vice President -- Senior Analyst and
lead analyst for Nokia. "The upgrade also reflects Moody's view
that the performance of the company's core Networks business will
stabilize in the next 12-18 months, despite still intense
competition across the communication equipment industry, and that
its leverage will improve to around 2x on a Moody's-adjusted
basis over the same period, as the company executes its capital
structure optimization program. Moody's also expects that Nokia's
liquidity will remain solid upon completion of the plan."

Ratings Rationale

Nokia's Ba2 corporate family rating reflects the company's good
competitive position in the mobile networks industry where
Moody's expect the ongoing growth of data and video traffic over
communications networks will support moderate growth. The rating
is constrained by the company's somewhat smaller scale and
narrower market focus relative to the industry leaders
Telefonaktiebolaget LM Ericsson (Baa1 stable) and Huawei
(unrated), and by the intensity of competition, volatility and
cyclicality of the mobile network equipment industry. The rating
also considers Nokia's solid liquidity profile (EUR5.5 billion of
cash and liquid investments pro-forma for the planned capital
structure optimization program), increasing free cash flow
generation that Moody's expect will exceed EUR300 million in
2015, and moderate financial leverage.

After completion of ongoing divestments, Moody's expect that
Nokia's revenues will increase in mid-single digits and that
operating margins will stabilize in low double-digits over the
next 12-18 months, driven by modestly improving demand and market
share gains in 4G/LTE and other industry segments, and by the
high margin intellectual property licensing business which
continues to be part of the Nokia Group. Moody's anticipate that
Nokia will maintain a solid credit profile over the same period,
with Debt to EBITDA of approximately 2x, free cash flow to Debt
exceeding 10% and an EBIT interest coverage above 6x (all ratios
are Moody's adjusted) as the company executes its capital
structure optimization program. Nokia recently announced the plan
to return EUR3 billion to shareholders through dividends and
share repurchases and to reduce gross debt by EUR 2 billion over
the next two years.

Moody's anticipates that the execution of Nokia's recently
announced capital structure optimization program will allow the
company to achieve a solid credit profile. The recently announced
plan includes the return of around EUR3 billion to shareholders
through dividends and share repurchases as well as a EUR2 billion
reduction in gross debt over the next two years.

Factors constraining the rating are the company's smaller scale
and narrower business focus compared to industry leaders, the
intensity of competition, volatility and cyclicality of the
mobile network equipment industry, and the need for the company
to establish a track record in terms of performance and,
particularly, free cash flow generation. On the other hand
Nokia's Technologies business (particularly its intellectual
property licensing) and it's HERE location business give further
cash flow and business diversification to the company.

Moody's expects that Nokia will maintain a strong liquidity
profile even after considering the company's plan to return EUR3
billion to shareholders through 2015 through dividends and share
repurchases. Pro-forma for the recent sale of its handset
business, Nokia had EUR10.5 billion in cash and marketable
securities as of March 2014 and Moody's expects that the company
will generate approximately break-even FCF in 2014, impacted by
EUR450 million the cash outflows related to restructuring, and
over EUR300 million of FCF in 2015. The group has no major debt
maturities until a EUR750 million convertible bond matures in
2017, followed by a EUR450 million bond issued by Networks
(former NSN) in 2018, a EUR500 million and a USD1,000 million
bond in 2019.

Rationale For Stable Outlook

The stable rating outlook reflects Moody's expectations that
Nokia will continue to maintain a good competitive position
against larger competitors, such as Ericsson and Huawei, while
maintaining a robust liquidity profile and modest financial
leverage, which will allow the company to sustain investments in
product development.

What Could Change The Rating -- Up/Down

Nokia's ratings could be raised if the company sustainably
increased market share, as evidenced by revenue growth exceeding
that of its main competitors, while maintaining good
profitability, moderate leverage and sustainable positive free
cash flow generation.

A loss of market share or a decline in profitability could create
negative rating pressure. Also, negative rating pressure could
develop if the company leverage deteriorated as a result of a
more aggressive financial policy, as evidenced by Debt to EBITDA
sustained above 3x. The current rating also factors in the
maintenance of a solid liquidity position.

Following the sale of the handset operations to Microsoft
(completed in late April 2014), Nokia Oyj (Nokia) operates three
businesses: Networks, HERE and Technologies, with revenues of
about EUR12.7 billion in 2013. Networks (87% of revenues -
continued operations only (i.e., excluding handsets)) is a
leading provider of radio access/mobile broadband wireless
equipment and services to carriers. It provides mobile, fixed and
converged network technologies as well as services, mainly to
telecom carriers. HERE (7% of revenues) provides digital map data
and location-based content and services for automotive navigation
systems but also for other applications. Technologies (6% of
group revenues) is a licensing, brand and technology development
business with around 30,000 patents.



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F R A N C E
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CMA CGM: S&P Raises Corp. Credit Rating to 'B+'
-----------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on France-based container ship operator CMA CGM
S.A. to 'B+' from 'B'.  The outlook is stable.

S&P also raised its issue rating on the company's senior
unsecured notes to 'B-' from 'CCC+'.  The recovery rating on the
notes remains at '6', indicating S&P's expectation of negligible
(0-10%) recovery in the event of a payment default.

The rating action reflects S&P's view that CMA CGM's leverage
tolerance has sustainably moderated and that its financial policy
is unlikely to lead to a significant deviation from S&P's current
and forecast credit ratios, under normal operating and financial
conditions.  This follows CMA CGM's demonstrated shift in
financial policy over the past two years toward more predictable
and balanced organic growth strategies and acquisition plans.
Furthermore, the company will continue to downsize its operating
cost base and maintain an ample cash balance in excess of
$1 billion in order to counterbalance industry volatility, as S&P
understands.

The stable outlook reflects S&P's view that, despite its
expectation of volatile industry conditions, CMA CGM will realize
further cost savings, maintain a reported EBITDA margin of about
6%-7%, and generate sufficient operating cash flow to improve and
maintain credit ratios commensurate with the current rating over
the coming 12 to 18 months.  S&P views a ratio of adjusted funds
from operations to debt of more than 12% as appropriate for the
'B+' rating on CMA CGM.

S&P also believes that CMA CGM will adhere to its moderated
financial policies and expansionary spending, and conservative
treasury management to preserve a largely stable adjusted debt
(including operating lease obligations) and improved liquidity
coverage.  Furthermore, given the inherent volatility of the
sector in which CMA CGM operates and associated swings in
earnings and cash flow, S&P considers that maintaining "adequate"
liquidity and an ample cash buffer of at least $1 billion are
important stabilizing rating factors for CMA CGM.


VIVARTE SAS: Lenders Submit Restructuring Proposals
---------------------------------------------------
Claire Ruckin at Reuters reports that banking sources said on
Monday a number of lenders to Vivarte have submitted proposals to
restructure the company's EUR2.8 billion (US$3.85 billion) debt.

According to Reuters, the sources said the plan would lead to an
injection of fresh cash and wipe out a portion of existing debt
in return for equity.

Vivarte entered into a four-month conciliation process with its
lenders in March to negotiate a way forward after the borrower
failed to get an agreement from a majority of its lenders to
suspend loan covenant tests, Reuters relates.

The banking sources, as cited by Reuters, said a number of
lenders submitted letters of intent on how to restructure
Vivarte's debt last month and more formal offers were submitted
last Friday.

Investment funds Oaktree, Canyon, Goldentree and ICG, which own
around 26% of Vivarte's loans between them, have teamed up to
submit a proposal and want other lenders to join them in
underwriting a new deal, Reuters relays.

Vivarte, Reuters says, is looking to reduce debt to a maximum of
EUR1 billion.  The banking sources said proposals center around
the injection of EUR500 million of new cash either in the form of
super senior loans or convertible bonds and writing off up to
EUR2.3 billion of existing first lien and second lien debt, in
return for equity, Reuters notes.

Vivarte's management is discussing options with the
'Conciliateur' and will decide which offer it prefers before
presenting it to lenders, Reuters discloses.  The banking sources
added any restructuring proposal will require two-thirds of
lenders to approve and subsequent approval by the commercial
court, Reuters recounts.

Vivarte SAS is a French fashion retailer.



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G E O R G I A
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GEORGIA: Fitch Affirms 'BB-' Long-Term IDRs; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Georgia's Long-term foreign and local
currency Issuer Default Ratings (IDR) at 'BB-'.  The issue
ratings on Georgia's senior unsecured foreign and local currency
bonds have also been affirmed at 'BB-'.  The Outlooks on the
Long-term IDRs are Stable.  The Country Ceiling has been affirmed
at 'BB' and the Short-term foreign currency IDR at 'B'.

Key Rating Drivers

Georgia's 'BB-' foreign and local currency IDRs reflect the
following key rating drivers:

   -- The fiscal deficit shrank to 2.6% of GDP in 2013 on the
      back of lower capital expenditure as the government
      reviewed some of its public contracts.  The government is
      committed to continue supporting GDP growth and expects to
      catch up on the postponed investment over the coming three
      years, widening the deficit to 3.7% in 2014 and 3.6% in
      2015.  In addition, the increase in social transfers voted
      in 2013 will result in more rigid spending.  However,
      provided the exchange rate remains stable, the debt-to-GDP
      ratio should remain broadly stable in the coming years at
      about 36% of GDP, in line with the 'BB' median.

   -- Georgia's current account deficit (CAD) halved in 2013 but
      remained high at an estimated 5.9% of GDP.  Strong FDI
      flows have allowed for a significant increase in foreign-
      exchange reserves, which reduces external vulnerability.
      However, the improvements mainly reflected a stagnation in
      imports while exports were partly boosted by renewed access
      to Russian markets.  The 2013 figure was therefore an
      outlier in the gradually improving trend of the CAD.  Fitch
      expects the CAD to widen to about 8.7% in 2014 and shrink
      gradually thereafter, remaining well above the median of
      the 'BB' category.

   -- Georgia is vulnerable to external shocks, most importantly
      because more than 75% of its debt is foreign-currency
      denominated.  The central bank actively defends currency
      stability and its large foreign currency reserves, at about
      USD2.6bn, provide some scope for future intervention.
      Strong FDI inflows should allow for stable foreign-exchange
      reserves, although external finances remain weak in
      comparison with the 'BB' category.  The negotiation of a
      stand-by agreement with the IMF could reduce external
      vulnerability.

   -- GDP growth slowed to 3.3% in 2013, due to the slowdown in
      public investment, while the private sector also held back
      investment during the political transition period.  GDP
      growth accelerated to more than 7% in 4Q13 and 1Q14, and is
      expected to average 5% in 2014 and 5.5% in 2015, driven
      mainly by renewed investment growth.  The slowdown in
      Russia, which may be intensified by further Western
      sanctions, poses limited risks to the growth outlook,
      mainly via the remittances channel.  Russia accounts for a
      small share of goods exports and just 3% of net FDI in
      2009-2013.

   -- The peaceful transfer of power between the previous and the
      current governments through transparent elections indicates
      that Georgia's democratic institutions are working.
      However, on-going judicial investigations of former
      officials could raise tensions between the government and
      opposition.  The bilateral relationship with Russia has
      thawed significantly, while Georgia is expected to sign an
      Association Agreement with the European Union in June 2014.

Rating Sensitivities

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

   -- Renewed pressure on reserves and the exchange rate, brought
      about by a widening in the CAD combined with a fall in
      capital inflows.  If severe enough, this could present a
      risk to the ratings

   -- A departure from prudent fiscal and monetary policymaking

   -- A souring of the domestic or regional political climate

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

   -- A revival of strong and sustainable GDP growth combined
      with fiscal discipline

   -- A moderation of external imbalances, underpinned by
      continuing export growth

   -- A significant reduction in the dollarization ratio

   -- Further evidence of improvements in governance and
      political stability

Key Assumptions

Fitch assumes that the government will maintain its medium-term
ambition to keep fiscal deficit below 3% of GDP, stabilizing the
gross general government debt ratio below 40% of GDP.

Fitch assumes that Georgia regains access to IMF funding by
keeping to agreed targets.  A departure from these targets could
expose external finances to greater risks.

Fitch does not expect a deterioration of bilateral relations with
Russia and expects the lifting of trade barriers to be
maintained.

Fitch does not expect a deterioration of domestic political
stability and expects risks from territorial disputes to be
contained.



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G E R M A N Y
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TAURUS CMBS 2006-3: Fitch Cuts Ratings on 2 Notes to 'Csf'
----------------------------------------------------------
Fitch Ratings has downgraded Taurus CMBS (Pan-Europe) 2006-3
Limited's notes as follows:

  EUR31.7 million class A (XS0274566420) downgraded to 'BBsf'
  from 'BBBsf'; Outlook Negative

  EUR11.6 million class B (XS0274569523) downgraded to 'Bsf' from
  'BBsf'; Outlook Negative

  EUR4.1 million class C (XS0274570372) downgraded to 'Csf' from
  'CCCsf'; Recovery Estimate (RE) RE100%

  EUR2 million class D (XS0274570703) downgraded to 'Csf' from
  'CCCsf'; RE65%

The transaction is a securitization of now one loan backed by a
shopping centre in Berlin, Germany.

Key Rating Drivers

The downgrade of the class A and B notes reflects the notes'
approaching legal final maturity (in May 2015) while the last
remaining loan, Triumph, is undergoing a lengthy resolution.
There is also uncertainty over the allocation of proceeds upon
the Triumph loan workout.  The loan is secured by a secondary
retail complex in Berlin and has been pending resolution since
maturity in January 2013.  The asset suffers from persistently
high vacancy and is positioned in a lower-income suburb with
nearby competition.  The special servicer, Capita Asset Services,
is working towards an orderly sale of the property, although this
process cannot be assumed to complete within 12 months given the
asset's characteristics.

The downgrade of the class C and D notes is driven by continued
interest shortfalls under these notes which, in Fitch's view, are
irrecoverable as the loan is not behind in payments.  The
shortfalls were caused by special servicing fees not being
explicitly deductible from the formulaic distribution of cash
flow to holders of the unrated class X1 notes.

Currently the transaction is applying a modified pro-rata
principal paydown (50% sequential; 50% pro-rata).  However, in a
scenario where losses are incurred (none have been incurred so
far), Fitch does not expect the modified pro-rata paydown to be
applied, as a debit to the principal deficiency ledger should
cause a switch to fully sequential pay.  Without this switch,
provided recoveries exceed the securitized A-note (EUR50 million)
sufficiently to cover the liquidation fee (for which the junior
lender is liable), the notes should avoid principal loss. In the
unlikely event that the A-note is covered but not by enough to
fund the liquidation fee (0.65% of the recovery proceeds), all
classes of notes would share in a minor shortfall of principal.

Rating Sensitivities

A lack of progress with the sale of the property is likely to
lead to further negative rating action on the class A and B
notes.

Fitch estimated 'B' recoveries are EUR48.8 million.



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AVOCA CLO XI: S&P Assigns Prelim. 'B-' Rating to Class F Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary credit
ratings to Avoca CLO XI Ltd.'s floating and fixed-rate class A,
B-1, B-2, C, D, E, and F notes.  At closing, Avoca CLO XI also
issued an unrated subordinated class of notes.

S&P's preliminary ratings reflect its assessment of the
collateral portfolio's credit quality, which has a weighted-
average 'B' rating.  S&P considers that the portfolio as of
closing will be diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds.

S&P's preliminary ratings also reflect the available credit
enhancement for the rated notes through the subordination of cash
flows payable to the subordinated notes.  S&P subjected the
structure to a cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents Standard & Poor's estimate of the maximum level of
gross defaults, based on S&P's stress assumptions, that a tranche
can withstand and still fully repay the noteholders.

To determine the BDR for each rated class, S&P used the target
par amount, the covenanted weighted-average spread, the
covenanted weighted-average coupon, and the covenanted weighted-
average recovery rates.  S&P applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

Following S&P's credit and cash flow analysis, its assessment of
available credit enhancement is commensurate with S&P's
preliminary ratings.  S&P's analysis shows that the available
credit enhancement for each class of notes was sufficient to
withstand the defaults that it applied in its supplemental tests
(not counting excess spread) outlined in S&P's corporate
collateralized debt obligations criteria.

In S&P's analysis, it considered that the transaction documents'
replacement and remedy mechanisms adequately mitigate the
transaction's exposure to counterparty risk under S&P's current
counterparty criteria.

Following the application of S&P's nonsovereign ratings criteria,
it considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary rating levels.
This is because the concentration of the pool comprising assets
in countries rated lower than 'A-' will be limited to 10% of the
aggregate collateral balance.

The transaction's legal structure is bankruptcy-remote, in
accordance with S&P's European legal criteria.

Avoca CLO XI is a European cash flow collateralized loan
obligation (CLO), mainly comprising euro-denominated leveraged
loans and bonds issued by European borrowers. Avoca Holdings is
the collateral manager.

RATINGS LIST

Avoca CLO XI Ltd.
EUR518.5 Million Senior Secured Floating-
and Fixed-Rate Notes And Subordinated Notes

Class                 Rating            Amount
                                      (mil. EUR)
A                     AAA (sf)          275.00
B-1                   AA (sf)            18.00
B-2                   AA (sf)            61.00
C                     A (sf)             24.50
D                     BBB (sf)           31.50
E                     BB (sf)            32.50
F                     B- (sf)            17.50
Subordinated          NR                 58.50

NR-Not rated.


CVC CORDATUS: Fitch Assigns 'B-sf' Rating to Class F Notes
----------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund III Ltd's notes
final ratings, as follows:

Class A-1 notes: 'AAAsf'; Outlook Stable
Class A-2 notes: 'AAAsf'; Outlook Stable
Class B-1 notes: 'AAsf'; Outlook Stable
Class B-2 notes: 'AAsf'; Outlook Stable
Class C-1 notes: 'A+sf'; Outlook Stable
Class C-2 notes: 'A+sf'; Outlook Stable
Class D notes: 'BBB+sf'; Outlook Stable
Class E notes: 'BBsf'; Outlook Stable
Class F notes: 'B-sf; Outlook Stable

Subordinated notes: not rated

CVC Cordatus Loan Fund is an arbitrage cash flow CLO.  Net
proceeds from the issuance of the notes were used to purchase a
EUR436.5 million portfolio of mainly European leveraged loans and
bonds.

KEY RATING DRIVERS

Average Portfolio Credit Quality

Fitch assesses the average credit quality of obligors as being in
the 'B' category; it has credit opinions on all obligors in the
indicative portfolio.  The weighted average Fitch rating factor
of the indicative portfolio is 33.1.

High Recovery Expectation

At least 90% of the portfolio will comprise senior secured
obligations.  Fitch views the recovery prospects for these assets
as more favorable than for second-lien, unsecured and mezzanine
assets.  Fitch has assigned Recovery Ratings (RR) to all assets
in the indicative portfolio.  The weighted average recovery
rating of the indicative portfolio is 68.7%.

Exposure to Unhedged Non-Euro-Denominated Assets

The transaction is allowed to invest up to 5% of the portfolio in
non-euro-denominated assets.  Unhedged non-euro-denominated
assets are limited to a maximum exposure of 2.5% of the portfolio
subject to principal haircuts, and any other non-euro-denominated
assets will be hedged with FX forward agreements from settlement
date up to 90 days.  The manager can only invest in unhedged or
forward-hedged assets if after the applicable haircuts, the
aggregate balance of the assets is above the reinvestment target
par balance.  Investment in non-euro-denominated assets hedged
with perfect asset swaps as of the settlement date is allowed up
to 20% of the portfolio.

Partial Interest Rate Hedge

Between 5% and 15% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities account for 10% of the
target par amount.  Therefore, the transaction is partially
hedged against rising interest rates.

Rating Sensitivities

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

Transaction Summary

The portfolio is managed by CVC Credit Partners Group Ltd and the
sub-manager CVC Credit Partners Investment Management Ltd.  The
reinvestment period is scheduled to end in 2018.

The transaction documents may be amended subject to rating agency
confirmation or note holder approval.  Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a comment if the change would not
have a negative impact on the then current ratings.  Such
amendments may delay the repayment of the notes as long as
Fitch's analysis confirms the expected repayment of principal at
the legal final maturity.

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


IRISH BANK: McAteer Settles EUR8.2-Mil. Director's Loan
-------------------------------------------------------
Tom Lyons at The Irish Times reports that Willie McAteer, the
former finance director of Anglo Irish Bank, now known as Irish
Bank Resolution Corp., settled an EUR8.2 million director's loan
with his former bank prior to it going into liquidation in 2013.

Mr. McAteer reached a settlement agreement with Anglo over a year
ago, The Irish Times recounts.  The agreement was approved by its
State-appointed board of directors, which had special rules in
place to ensure former employees were not favorably treated
relative to other borrowers, The Irish Times relays.

Mr. McAteer agreed to sell assets, including his family home in
Rathgar, Dublin 6, as well as shares and other investments in
order to repay his former bank, The Irish Times discloses.  He is
also believed to have made a commitment to the bank to share in
any income he may make in the future, The Irish Times notes.

This could include a share in any earnings he may make from
High Court proceedings he initiated in March against Matheson,
the law firm that advised Anglo on its dealings with the
so-called Maple 10, The Irish Times states.

According to The Irish Times, Mr. McAteer was found guilty last
month of allowing Anglo make illegal loans to 10 developers known
as the Maple 10 in order for them to buy shares in the bank.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.



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


NORTH WESTERLY: S&P Affirms 'BB' Rating on Class E Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
North Westerly CLO IV 2013 B.V.'s senior secured fixed- and
floating-rate notes following the transaction's effective date as
of March 27, 2014.

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

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

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

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

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

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation.  In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated European cash flow CLO," S&P
added.

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

NORTH WESTERLY CLO is a cash flow collateralized debt obligation
(CDO) securitization of a revolving pool, comprising broadly
syndicated senior secured floating-rate notes, fixed-rate loans,
senior unsecured, second lien, and mezzanine loans.

RATINGS LIST

Ratings Affirmed

NORTH WESTERLY CLO IV 2013 B.V.
EUR306 Million Senior Secured Fixed-
and Floating-Rate Notes Including
EUR37.5 Million Unrated Subordinated Notes

Class       Rating

A-1         AAA (sf)
A-2         AAA (sf)
B-1         AA (sf)
B-2         AA (sf)
C           A (sf)
D           BBB (sf)
E           BB (sf)



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


EKSPORTFINANS ASA: Moody's Hikes Subordinated Debt Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service, upgraded the subordinated debt ratings
of Sparebank 1 SR-Bank ASA, Sparebank 1 Nord-Norge, Sparebank 1
SMN, Sparebanken Vest and Eksportfinans ASA by one notch. The
outlook on all affected ratings is stable. All other ratings at
these issuers are unaffected.

Ratings Rationale

The upgrade of all affected subordinated debt ratings reflects
Moody's reassessment of the loss absorption profile of this debt
class. Specifically, Moody's have previously rated Norwegian
subordinated debt instruments, with the requirement to write-down
principal if net assets are less than 25% of share capital, one
notch wider than similar securities without such triggers in
other jurisdictions. Since Moody's judge the 25% net assets
trigger as remote, Moody's will now rate this instrument similar
to subordinated debt instruments subject to a statutory bail-in
regime, i.e. at one notch below the bank's Adjusted BCA.

Ratings Affected

Sparebank 1 SR-Bank ASA's subordinated MTN program debt ratings
upgraded to (P)Baa2 from (P)Baa3. The bank's subordinated debt
ratings upgraded to Baa2 (hyb) from Baa3 (hyb).

Sparebank 1 Nord-Norge's subordinated MTN program debt ratings
upgraded to (P)Baa2 from (P)Baa3.

Sparebank 1 SMN's subordinated MTN program debt ratings upgraded
to (P)Baa2 from (P)Baa3. The bank's subordinated debt ratings
upgraded to Baa2 (hyb) from Baa3 (hyb).

Sparebanken Vest's subordinated MTN program debt ratings upgraded
to (P)Baa2 from (P)Baa3.

Eksportfinans ASA's subordinated debt ratings upgraded to B1
(hyb) from B2 (hyb). Subordinated shelf debt rating upgraded to
(P)B1 from (P)B2.



=============
R O M A N I A
=============


CORTINA RESIDENCE: Local Investors Revive Business
--------------------------------------------------
Cristi Moga at Ziarul Financiar reports that Cortina Residence
has been revived by a group of local investors recently after
going bankrupt on some EUR25 million debt in 2010.

Cortina Residence is a development started by Italy's Cefin group
and investment fund Heitman on a 7,500 square meter plot near the
Baneasa (Aurel Vlaicu) Airport in northern Bucharest.



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


CODERE SA: Debt Restructuring Deal Still Uncertain
--------------------------------------------------
Katie Linsell at Bloomberg News reports that Codere SA, which is
negotiating a EUR1.1 billion (US$1.5 billion) debt restructuring,
said it has less than 24 hours to reach an accord with
bondholders and neither side can guarantee a deal in time.

According to Bloomberg, the company said in a filing that in
Codere's latest restructuring proposal, bondholders would get 70%
of the company's equity while shareholders would hold 30%.

Bloomberg relates that the statement said noteholders want an
82.5% stake in the company, offering 14.3% to Chief Executive
Officer Jose Antonio Martinez Sampedro and family members and
3.2% to other shareholders,

Codere, which has reported eight consecutive quarters of losses,
is trying to avoid starting insolvency proceedings after seeking
preliminary creditor protection in January, Bloomberg notes.

The co-founding Martinez Sampedro family is fighting to retain as
much control as possible in the company hurt by recessions and
higher taxes in its European markets as well as stricter gambling
regulations and smoking bans in Latin America, Bloomberg
discloses.

The company said in the statement that Codere's stakeholders are
working to reach a consensual agreement in the allotted time but
cannot guarantee one will be reached in time, Bloomberg relays.

Codere SA is a Madrid-based gaming company.  It operates betting
shops and race tracks from Italy to Argentina.

Codere sought preliminary creditor protection on Jan. 2 after
reporting seven consecutive quarters of losses.


FONDO DE TITULIZACION: Moody's Rates EUR310MM Notes '(P)Ca'
-----------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debts to be issued by Fondo de Titulizacion de
Activos PYMES Santander 8 (the Issuer):

EUR1317.5M Serie A Notes, Assigned (P)A1 (sf)

EUR232.5M Serie B Notes, Assigned (P)Baa1 (sf)

EUR310M Serie C Notes, Assigned (P)Ca (sf)

FTA PYMES SANTANDER 8 is a securitization of standard loans and
credit lines granted by Banco Santander S.A. (Spain)
("Santander", Baa1/P-2; Stable Outlook) to small and medium-sized
enterprises (SMEs) and self-employed individuals.

At closing, the Issuer -- a newly formed limited-liability entity
incorporated under the laws of Spain -- will issue three series
of rated notes. Santander will act as servicer of the loans and
credit lines for the Issuer, while Santander de Titulizacion,
S.G.F.T., S.A. will be the management company (Gestora) of the
Issuer.

Ratings Rationale

The ratings are primarily based on the credit quality of the
portfolio, its diversity, the structural features of the
transaction and its legal integrity.

As of May 2014, the audited provisional asset pool of underlying
assets was composed of a portfolio of 23,404 contracts granted to
SMEs and self-employed individuals located in Spain. In terms of
outstanding amounts, around 76.7% corresponds to standard loans
and 23.3% to credit lines. The assets were originated mainly
between 2009 and 2013 and have a weighted average seasoning of
2.1 years and a weighted average remaining term of 3.2 years.
Around 5.2% of the portfolio is secured by first-lien mortgage
guarantees. Geographically, the pool is concentrated mostly in
Catalonia (15.9%), Madrid (15.9%) and Andalusia (13.2%). At
closing, any loans more than 15 days in arrears will be excluded
from the final pool.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) a relatively short weighted average
life of around 1.8 years; (ii) a granular pool (the effective
number of obligors is close to 1000); and (iii) a well-
diversified portfolio, both geographically and in terms of
industry sectors. However, the transaction has several
challenging features: (i) a strong linkage to Santander related
to its role as originator, servicer, accounts holder and
liquidity line provider; (ii) no interest rate hedge mechanism in
place; and (iii) a complex mechanism which allows the Issuer to
compensate on daily basis the increase on the disposed amount of
certain credit lines with the decrease of the disposed amount
from other lines, and/or the amortization of the standard loans.
These characteristics were reflected in Moody's analysis and
provisional ratings, where several simulations tested the
available credit enhancement and 20% reserve fund to cover
potential shortfalls in interest or principal envisioned in the
transaction structure.

In its quantitative assessment, Moody's assumed an inverse normal
default distribution for this securitized portfolio due to its
granularity. The rating agency derived the default distribution,
namely the relevant main inputs such as the mean default
probability and its related standard deviation, via the analysis
of: (i) the characteristics of the loan-by-loan portfolio
information, complemented by the available historical vintage
data; (ii) the potential fluctuations in the macroeconomic
environment during the lifetime of this transaction; and (iii)
the portfolio concentrations in terms of industry sectors and
single obligors. Moody's assumed the cumulative default
probability of the portfolio to be equal to 8.85% with a
coefficient of variation (i.e. the ratio of standard deviation
over mean default rate) of 65.75%. The rating agency has assumed
stochastic recoveries with a mean recovery rate of 35% and a
standard deviation of 20%. In addition, Moody's has assumed the
prepayments to be 10% per year.

The principal methodology used in this rating was Moody's Global
Approach to Rating SME Balance Sheet Securitizations published in
January 2014.

For rating this transaction, Moody's used the following models:
(i) ABSROM (v.3.6) to model the cash flows and determine the loss
for each tranche and (ii) CDOROM (V.2.12-2) to determine the
coefficient of variation of the default definition applicable to
this transaction.

Loss and Cash Flow Analysis:

Moody's ABSROM cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of such
default scenarios as defined by the transaction-specific default
distribution. On the recovery side Moody's assumes a stochastic
(normal) recovery distribution which is correlated to the default
distribution. In each default scenario, the corresponding loss
for each class of notes is calculated given the incoming cash
flows from the assets and the outgoing payments to third parties
and noteholders. Therefore, the expected loss for each tranche is
the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

Moody's used CDOROM to determine the coefficient of variation of
the default distribution for this transaction. The Moody's
CDOROM(TM) model is a Monte Carlo simulation which takes borrower
specific Moody's default probabilities as input. Each borrower
reference entity is modelled individually with a standard multi-
factor model incorporating intra- and inter-industry correlation.
The correlation structure is based on a Gaussian copula. In each
Monte Carlo scenario, defaults are simulated.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal with respect to the Notes by the legal final
maturity. Moody's ratings address only the credit risk associated
with the transaction, Other non-credit risks have not been
addressed but may have a significant effect on yield to
investors.

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

Factors or circumstances that could lead to a downgrade of the
ratings affected by the action would be (1) worse-than-expected
performance of the underlying collateral; (2) an increase in
counterparty risk, such as a downgrade of the rating of
Santander.

Factors or circumstances that could lead to an upgrade of the
ratings affected by the action would be the better-than-expected
performance of the underlying assets and a decline in
counterparty risk.

Stress Scenarios:

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis. If the assumed default probability of
8.85% used in determining the initial rating was changed to
11.51% and the recovery rate of 35% was changed to 25%, the
model-indicated rating for Serie A, Serie B and Serie C of
A1(sf), Baa1(sf) and Ca(sf) would be A3(sf), Ba1(sf) and Ca(sf)
respectively. For more details, please refer to the full
Parameter Sensitivity analysis to be included in the New Issue
Report of this transaction.


NYESA VALORES: Wants Deadline to Review Reports Extended
--------------------------------------------------------
Jim Silver at Bloomberg News reports that Nyesa and its
affiliated companies seek extension beyond the May 12 deadline to
give creditors more time to review reports by their
administrator.

According to Bloomberg, Nyesa said it will make public statement
as soon as judge rules on request.

Nyesa Valores Corp SA is a Spanish real-estate developer.

In Feburary 2012, Nyesa sought protection from creditors in
court.


SANTANDER EMPRESAS 3: Fitch Affirms Csf Rating on Cl. F Notes
-------------------------------------------------------------
Fitch Ratings has affirmed FTA, Santander Empresas 3 as follows:

  EUR162 million class A2 (ISIN ES0337710018): affirmed at
  'A+sf'; Outlook Stable

  EUR69.1 million class A3 (ISIN ES0337710026): affirmed at
  'A+sf'; Outlook Stable

  EUR39.7 million class B (ISIN ES0337710034): affirmed at
  'A+sf'; Outlook Stable

  EUR117.3 million class C (ISIN ES0337710042): affirmed at
  'BBsf'; Outlook Stable

  EUR70 million class D (ISIN ES0337710059): affirmed at 'Bsf';
  Outlook Negative

  EUR45.5 million class E (ISIN ES0337710067): affirmed at
  'CCsf'; RE 0%

  EUR45.5 million class F (ISIN ES0337710075): affirmed at 'Csf';
  RE 0%

F.T.A. Santander Empresas 3 is a granular cash flow
securitization of a static portfolio of secured and unsecured
loans granted to Spanish small- and medium-sized enterprises by
Banco Santander S.A. (BBB+/Stable/F2).

Key Rating Drivers

The transaction is exposed to payment interruption risk should
the servicer Banco Santander S.A. (BBB+/Stable/F2) default. The
reserve fund is currently underfunded at zero, down from EUR7.3
million 12 months ago. As a consequence, there is no feature to
mitigate the impact of a disruption to the collection process and
to maintain timely payments to the noteholders.  This has
resulted in the class A2, A3 and B notes being capped at 'A+sf'.

The affirmation of the class A2 to C notes reflects increased
credit enhancement due to deleveraging and a fairly stable
portfolio performance. Over the last 12 months, the class A2
notes have amortized by EUR54.3 million and the class A3 notes by
EUR23.2 million. For the class A2 and A3 notes credit enhancement
has increased to 54.2% from 48.1% over the past year, for the
class B notes to 46.3% from 41.3% and for the class C notes to
23% from 21.1%.

The Negative Outlook on the class D notes reflects the
vulnerability of the notes to the transaction's obligor
concentration.  The transaction is exposed to high obligor
concentration risk and may therefore be subject to increased
performance volatility due to risks specific to the largest
obligors.  The largest obligor accounts for 9.2% of the portfolio
notional and operates in the real estate sector.  This exposure
is due to mature in July 2014.

The class E and F notes are undercollateralized.  The class F
notes were issued to fund the reserve and are not backed by
assets. Given the reduction in the reserve fund to zero, default
on the class F notes seems inevitable unless realised recoveries
are substantially higher than Fitch's expectations.

Over the past 12 months, 90+ day delinquent loans have increased
to 3.3% from 2.57% and 180+ day delinquent loans to 2.96% from
2.11%. Cumulative write-offs have increased to EUR32.76 million
from EUR29.55 million.

Rating Sensitivities

Applying a 1.25x default rate multiplier or a 0.75x recovery rate
multiplier to all assets in the portfolio would result in a
downgrade of the notes of by a notch.



===========
S W E D E N
===========


DANNEMORA MINERAL: Files Bankruptcy Petition; Halts Production
--------------------------------------------------------------
Patrick McLoughlin at Platts reports that Dannemora Mineral AB
said Tuesday it had applied for a Swedish version of Chapter 11
bankruptcy but that output could resume within days.

According to Platts, the company, which has been having financial
trouble and struggling to meet interest payments on its debt,
said Monday it had ceased production until further notice.

Dannemora said in a statement Tuesday it had filed for what it
called "company reconstruction" with the Uppsala District Court
in Sweden, Platts relates.

CEO Ralf Norden told Platts by telephone that company
reconstruction was a form of legal protection that buys the
company time to get its affairs in order.

"Basically, it's a Swedish version of Chapter 11.  You apply for
a standard time of three months in Sweden.  Normally the court
approves it," Platts quotes Mr. Norden as saying.

"If you are not successful you can either apply for liquidation
or another three months."

Mr. Norden, as cited by Platts, said he was confident the company
could resolve its problems within three months.

The company said the reconstruction process was financed by a
special reconstruction loan, which was expected to secure the
group's funding for the initial three months of the
reconstruction process, Platts relays.

Earlier this month, the company reported a first-quarter net loss
of SEK84.8 million (US$13 million), compared with a net loss of
SEK133.9 for in Q1 2013, Platts discloses.

Dannemora Mineral AB is a Swedish iron ore supplier.



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


SUNRISE COMMUNICATIONS: S&P Affirms 'B+' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised to stable
from negative the outlook on Switzerland-based telecommunications
company Sunrise Communications Holdings S.A.  At the same time,
S&P affirmed its 'B+' long-term corporate credit rating on the
company.

The outlook revision reflects S&P's current base-case forecast of
improved operating performance at Sunrise.  S&P anticipates
reduced pricing pressures as the majority of its customers have
migrated to lower-priced plans, and an improved cost base
following the restructuring Sunrise has undertaken over the last
18 months.  In addition, Sunrise has not taken additional
measures to increase leverage since the issuance of its payment-
in-kind (PIK) toggle notes in March 2013, which caused S&P to
revise the outlook to negative.

S&P has already observed some improvements in Sunrise's EBITDA at
the end of 2013, but assess there may still be some risks
associated with Sunrise's new mobile strategy.  This focuses on
allowing customers to move easily between different price plans,
without tying them to service contracts, which could have
implications for customer spending.  However, given Sunrise's
strong focus on network quality and customer service, as well as
S&P's anticipation of relatively stable macroeconomic conditions
in Switzerland, it currently assumes that risks related to this
strategy are limited.

S&P estimates that Sunrise will continue to lose subscribers on
the fixed-line segment, only partially mitigated by higher
broadband speeds and growth in customers for Internet-protocol
TV. S&P anticipates continued fierce competition in the fixed-
line segment from the dominant network-based operators, Swisscom
and Cablecom, particularly for "ultra-fast" broadband.

S&P assess Sunrise's business risk profile as "satisfactory," as
its criteria defines the term, underpinned by the company's
established market position and brand in the mature Swiss
telecoms market.  Sunrise is the second-largest diversified
telecoms operator, able to offer quadruple-play services
(landline telephony, broadband, TV, and mobile) to about 85% of
the Swiss population.  Sunrise's business risk profile is also
supported by the resilient and wealthy Swiss economy, and S&P's
view of the relatively stable competitive and regulatory
landscape in the Swiss telecoms market, particularly in
comparison to many of its peers in Europe.  S&P also considers
that Sunrise's competitive position benefits from the company's
well-invested mobile network. However, Sunrise's business risk
profile is constrained by the competition from the better-
capitalized Swiss incumbent Swisscom AG, which has significantly
higher fixed and mobile market share.

S&P's assessment of Sunrise's "highly leveraged" financial risk
profile primarily reflects its meaningful debt burden and the
aggressive financial policy pursued by the group's sponsor,
private-equity company CVC Capital Partners, which S&P has seen
in CVC's continued conversion of shareholder instruments into
third-party debt at Sunrise's parent company, Mobile Challenger
Intermediate Group S.A. (MCIG).  S&P adjusts the company's
reported debt for the PIK toggle notes and preferred equity
certificates at MCIG (a total of about swiss franc [CHF] 1.3
billion) and postponed spectrum license liabilities of about
CHF200 million.  The financial risk profile assessment also
reflects Sunrises's moderate free cash flow generation, which S&P
expects to weaken over the next couple of years following an
increase in receivables related to handset sales and further high
investments in the network, notably related to LTE (Long-Term
Evolution) coverage.  The main support factors for S&P's
assessment are Sunrise's solid interest coverage of more than 3x,
including the interest on the PIK toggle notes at MCIG, and the
company's relatively long-dated capital structure, with no debt
maturities until 2017.

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

   -- Real GDP growth in Switzerland of 2.2% in 2014 and 2.5% in
      2015, with the unemployment rate remaining low at about 3%.

   -- Revenue growth of 1%-3% in 2014, with increasing handset
      sales offsetting a continued moderate decline in fixed-line
      subscribers and meaningful decline in mobile ARPU (average
      revenue per user).

   -- Flat revenue growth in 2015, as S&P assumes a significant
      decline in handset sales.

   -- Stable EBITDA margins in 2014, as S&P assumes that an
      increase in handset volumes and related sales are offset by
      the removal of handset subsidies.

   -- Margin increase of about 2% in 2015 due to a decline in the
      cost of handset sales.

   -- High ratio of capital expenditure (capex) to sales of 14%-
      15% in 2014, declining to about 13% in 2015 (excluding the
      payment of postponed license liabilities) as investments in
      LTE network coverage decrease.

   -- Declining debt in 2015 and 2016 due to the repayment of
      delayed spectrum license liabilities.

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

   -- Funds from operations (FFO) to debt of about 10% in 2014
      and 2015, up from about 9% at year-end 2013;

   -- Debt to EBITDA of about 5.8x in 2014, declining to about
      5.5x in 2015 from 5.9x in 2013;

   -- FOCF to debt of about 2%-3% in 2014 and 2015, declining
      from about 6.5% in 2013; and

   -- Adjusted EBITDA interest coverage of more than 3x including
      interest on the PIK toggle notes at MCIG.



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


UKRAINE MORTGAGE: Moody's Affirms Caa1 Rating on US$36.9MM Notes
----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 (sf) ratings on
Class B notes issued by Ukraine Mortgage Loan Finance No. 1 Plc.
The affirmation reflects the mitigation of foreign currency
transfer and convertibility risks though a reserve fund offshore.

The rating action affected the following notes:

Issuer: Ukraine Mortgage Loan Finance No. 1 Plc

US$36.9M Class B Notes, Affirmed Caa1 (sf); previously on Sep
24, 2013 Downgraded to Caa1 (sf)

Ratings Rationale

The affirmation of the ratings on the Class B notes one notch
above Ukraine's foreign currency bond ceiling of Caa2 reflects
the mitigation of foreign currency transfer and convertibility
risks through a large reserve fund held offshore.

Although the notes in Ukraine Mortgage Loan Finance No.1 Plc are
US dollar-denominated, and the foreign currency bond ceiling
reflects Moody's assessment of foreign currency transfer and
convertibility risks, the US$8.37 million reserve fund covered
84% of the Class B note balance as of April 15, 2014 and can
substantially mitigate losses of Class B noteholders in scenarios
where transfer and convertibility risks materialize. The reserve
fund is available to cover interest and principal due on Class B
Notes. Furthermore, the issuer is a special purpose vehicle
domiciled in the UK, with its issuer bank account at Bank of New
York (London). Bank of New York also acts as a cash manager in
the deal.

Moody's notes that the transaction does not have a mechanism to
guarantee the continuity of payments in case of servicing
disruption. Moody's assigns Ca ratings to both the servicer,
Privatbank, and the back-up servicer, Ukreximbank. In the absence
of regular servicing reporting, the cash manager could be unable
to process the payments to noteholders in a timely manner;
however, Moody's believes that this risk is consistent with the
rating on the notes.

The principal methodology used in this rating was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2014.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) decrease in sovereign risk, and (2)
improvements in the credit quality of the transaction
counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) increase in sovereign risk, and (2)
deterioration in the credit quality of the transaction
counterparties.



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


EXPRO HOLDINGS: S&P Affirms 'B-' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
U.K.-based oilfield services provider Expro Holdings U.K. 3 Ltd.
to positive from stable.  At the same time, S&P affirmed its 'B-'
long-term corporate credit rating on Expro.

S&P also affirmed:

   -- Its 'BB-' issue rating on the super-senior revolving credit
      facility (RCF).  The recovery rating on the RCF is
      unchanged at '1+', reflecting S&P's expectation of full
      (100%) recovery for creditors in the event of a payment
      default.

   -- S&P's 'B' issue rating on Expro's senior secured term loan
      D.  The recovery rating on the loan is unchanged at '2',
      reflecting S&P's expectation of substantial (70%-90%)
      recovery in an event of default.

   -- S&P's 'B' issue rating on the senior secured notes due
      2016.

   -- S&P's 'CCC+' issue rating on the mezzanine loan.  The
      recovery rating on the loan is unchanged at '5', reflecting
      its expectation of modest (10%-30%) recovery in an event of
      default.

The outlook revision reflects S&P's view that Expro continues to
build a track record of sound operating performance, leading to
improved credit metrics.  S&P now sees a one-in-three likelihood
for an upgrade in the next 12 to 18 months if Expro further
improves its credit metrics and if S&P considers that its
financial policies will not trigger a pronounced deviation from
our base-case scenario.

S&P bases the outlook change and rating affirmation partly on its
view that Expro will maintain and even strengthen its recent
strong operating performance.  In particular, S&P thinks that
Expro can continue to widen its Standard & Poor's adjusted EBITDA
margin to about 30% in fiscal 2015 (year ending March 31) and
approximately 32% in fiscal 2016 (versus 26% in fiscal 2013 and
an estimated 29% in fiscal 2014).  The company's increasing
contract backlog provides solid revenue visibility, in our
opinion.

S&P assess Expro's financial risk profile as "highly leveraged,"
due to its view of its sizable debt, weak free cash flow
generation, and aggressive and complex capital structure, which
includes a mezzanine loan accreting interest at 6.5% per year.

These weaknesses are partly mitigated by Expro's supportive
shareholders, in S&P's opinion, although it do not factor their
support into the rating.  Moreover, S&P assumes that free
operating cash flow (FOCF) might become positive from fiscal
2016, despite high capital expenditures of roughly $200 million
per year in S&P's base case and potentially sizable working
capital outflows.  S&P don't foresee any dividend payments or
share buybacks in the next couple of years.

Consequently, S&P currently anticipates a Standard & Poor's-
adjusted funds from operations (FFO)-to-debt ratio of close to
10% in fiscal years 2015 and 2016, and an adjusted debt-to-EBITDA
ratio of about 5x in 2015 and approximately 4.5x in 2016.

Despite S&P's upward revisions in our base-case forecast, it
continues to view Expro's business risk profile as "weak."  S&P
bases its assessment on the company's relatively small size, its
participation in the highly competitive and fragmented oilfield
services industry, and its reliance on the exploration spending
of the major oil and gas companies.

These weaknesses are partly counterbalanced by S&P's confidence
in Expro's leading market position, providing critical well
testing and commissioning and subsea safety services,
particularly in challenging, higher-risk offshore deepwater
regions.  Expro's good track record in safety and its
diversified, blue chip customer base are also rating strengths.
Further positives include healthy geographic diversification and
a few competitors.

"In our base case, we assume EBITDA of between $450 million and
$500 million in fiscal 2015 and between $525 million and $575
million in fiscal 2016, on the back of 10%-20% revenue growth.
We see the increasing development of deepwater oil and gas
globally and successful cost management, with an EBITDA margin at
or wider than 30%, as the main growth engines," S&P said.

The positive outlook reflects S&P's view that Expro's operating
and financial performance will likely continue to improve in the
next couple of years, resulting in EBITDA growth that will be
enough to cover the company's capital investments by fiscal 2016.
S&P thinks that the company is well placed to achieve FFO to debt
of close to 10% and debt to EBITDA of about 5x in fiscal 2015, on
the back of 10%-20% revenue growth and an adjusted EBITDA margin
of at least 30%.

S&P could upgrade Expro if it considers it can achieve and
sustain FFO to debt exceeding 12%.  This could happen if S&P
obtains a greater degree of predictability in financial policies.
The strengthened credit metrics could also follow better-than-
anticipated industry conditions or the company's operating
outperformance against our base case.  Sustained positive FOCF
would also underpin an upgrade.

S&P could revise the outlook to stable if Expro's credit metrics
don't improve as much as we currently expect, or if they remain
stable or deteriorate, and if free cash flow generation remains
persistently negative over fiscals 2015 and 2016.  This could
result from major operational underperformance, an adverse shift
in market conditions, or substantially higher capital
expenditures than S&P currently anticipates.


F&C ASSET: S&P Raises LT Counterparty Rating to From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised the long-
and short-term counterparty credit ratings on F&C Asset
Management PLC (F&C) to 'BBB-/A-3' from 'BB+/B'.  At the same
time, S&P removed the ratings from CreditWatch, where it placed
them with positive implications on Jan. 30, 2014.  The outlook is
stable.  In addition, S&P raised the issue rating on F&C's
deferrable subordinated debt to 'BB' from 'B+'.

The upgrade of F&C follows the announcement, on May 7, 2014, that
BMO Global Asset Management (Europe) Ltd. -- a wholly-owned
subsidiary of the higher-rated Bank of Montreal (BMO;
A+/Stable/A-1) -- has completed its acquisition of F&C following
shareholder and regulatory approvals.

The upgrade reflects S&P's view that F&C's acquisition by a
financially stronger parent represents the potential for
extraordinary group support.  The long-term counterparty credit
rating on F&C is one notch higher than its 'bb+' stand-alone
credit profile (SACP), reflecting S&P's view that F&C is
"moderately strategic" to the BMO group, as S&P's criteria define
this term.

"Our view of F&C's "moderately strategic" importance to the BMO
group is supported by the role we understand F&C will play as the
European hub of BMO Global Asset Management's operations.  The
acquisition is consistent with BMO's stated strategy of growing
its wealth management business, and is predicated on the
realization of revenue synergies from the geographical and
product diversification that F&C brings to BMO Global Asset
Management. Furthermore, we expect that BMO will support F&C in
meeting its financial commitments.  Finally, while F&C's path to
earnings recovery faces near-term headwinds from the withdrawal
of strategic partner assets under management (AUM), we consider
that F&C's cost restructuring, combined with its increased focus
on winning higher fee margin third-party AUM, should enable the
business to be more profitable over the medium term," S&P said.

S&P do not consider that F&C meets all its criteria for a
"strategically important" subsidiary.  As a newly acquired
subsidiary, F&C has some way to go in establishing a consistent
track record of earnings performance within the BMO group.
Furthermore, F&C is small in relation to the overall group
(representing approximately 2.5% of 2013 group revenues) and
therefore is unlikely to be a critical element of group-wide
strategy, although it will be a more meaningful part of BMO's
wealth management business.  Finally, S&P understands that while
F&C will be subject to BMO's enterprise risk management and other
policies, for now it will remain on a separate operational
platform as BMO Global Asset Management's European hub.

The 'bb+' SACP on F&C continues to reflect S&P's view of its
relatively weak profitability and cash flow, high balance-sheet
leverage, and continued outflows of strategic partner AUM.  The
SACP is supported by S&P's view of F&C's competitive market
position in the institutional segment and improving third-party
consumer and institutional fund flows, and the diversity of its
product offerings.

In March 2014, Friends Life announced that it will withdraw
GBP14.5 billion of AUM from F&C by the end of 2014.  As a result,
S&P expects near-term pressures on F&C's EBITDA due to falling
AUM.  S&P expects strategic partner AUM outflows to continue to
outpace growth in the consumer and institutional business, and
S&P considers that there is limited potential for further
significant cost savings.  Assuming no material debt buybacks,
S&P's base-case expectation is that F&C's gross interest coverage
ratio (EBITDA to interest expense) will decline to the 4.0x-4.5x
range (from 4.9x in 2013) over the next 12 months, and the debt-
to-EBITDA ratio will increase to around 2.8x-2.9x by end-2014,
from 2.5x in 2013. Despite these near-term pressures, S&P expects
F&C's financial profile to remain consistent with the 'bb+' SACP.

The stable outlook reflects S&P's expectation that F&C's debt
service capacity and leverage metrics will remain commensurate
with its SACP despite near-term headwinds from the withdrawal of
strategic partner AUM.  The outlook also reflects S&P's
expectation that post-acquisition developments will continue to
support its view of F&C's "moderately strategic" status within
the BMO group.

The ratings could come under pressure if growth in higher fee
margin third-party AUM fails to prevent a significant and
sustained deterioration in financial metrics to levels below
S&P's base-case expectations.  S&P could lower the ratings if it
determines that the likelihood of potential extraordinary group
support to F&C has diminished.

S&P considers an upgrade over the two-year outlook horizon to be
unlikely, given F&C's relatively weak stand-alone financial
profile and S&P's view of F&C as a newly acquired subsidiary
within the BMO group.


JOHNSTON PRESS: S&P Assigns Prelim. 'B' CCR; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
preliminary 'B' long-term corporate credit rating to U.K.-based
local and regional newspaper publisher Johnston Press PLC.  The
outlook is negative.

At the same time, S&P assigned its preliminary 'B' issue rating
to the GBP220 million senior secured notes, due 2019, issued by
Johnston Press Bond PLC, a financing only subsidiary, which will
become a wholly owned subsidiary of Johnston Press PLC on
completion of the escrow release condition.  The recovery rating
on these loans is '4', indicating S&P's expectation of average
(30%-50%) recovery prospects in the event of a payment default.

The final rating will depend on the successful completion of the
various related transactions and the escrow release conditions
being met, as well as S&P's receipt and satisfactory review of
all final transaction documentation.  Accordingly, the
preliminary rating should not be construed as evidence of the
final ratings. If Standard & Poor's does not receive the final
documentation within a reasonable time frame, or if the 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 notes and equity
proceeds, maturity, size and conditions of the notes, financial
and other covenants, security and ranking.

"The rating on Johnston Press reflects our view of the company's
"highly leveraged" financial risk profile and "vulnerable"
business risk profile as our criteria define these terms.
Johnston Press is one of the leading publishers of local and
regional press in the U.K., with a growing share of online
revenues coming from digital advertising.  Johnston Press
generates over 50% of its revenues from print advertising, 30% of
revenues from newspaper sales, and about 9% from online
advertising sales," S&P said.

Johnston Press' "vulnerable" business risk profile reflects S&P's
view of the longer-term structural decline in the newspaper
industry related to migration of readership and advertising to
online sources.  The company's operations in the declining
newspaper business, dependence on volatile print advertising
revenues, and concentration of operations in the U.K. constrain
Johnston Press' business risk profile.  However, the company's
track record of retaining profitability in the face of a
challenging business environment slightly mitigates these risks.

Johnston Press is one of the largest local and regional U.K.
publishers, with 13 paid-for daily newspapers, 196 paid-for
weekly newspapers, 39 free titles, 10 free lifestyle magazines,
and 185 local news and e-commerce websites.

"Our assessment of the financial risk profile as "highly
leveraged" reflects our view that, under the new capital
structure, Johnston Press' debt-to-EBITDA ratio (adjusted for
operating leases and postretirement benefit obligations) will
remain above 5x, which characterizes a "highly leveraged"
financial risk profile, based on our criteria.  We expect the
company will be able to limit increases in postretirement benefit
obligations, following the introduction of the recovery plan with
annual deficit repair contributions.  However, we consider the
possibility of declining operating performance, as well as our
expectation of ongoing restructuring costs, could result in
leverage remaining above 5x over the next 18-24 months, despite
the company's intention to continue reducing debt with available
free cash flow," S&P noted.

The negative outlook reflects S&P's concerns that Johnston Press
might not be able to halt the continued decline in advertising
revenues, which would, in S&P's view, pressure credit metrics and
cash flow generation.

S&P thinks the evolution of the company's credit metrics will
largely depend on the success of management's efforts to curtail
revenue declines and improve operating efficiency to mitigate the
impact of the ongoing revenue decline on profits and cash flow.

S&P could lower the rating to 'B-' over the next 12 months if it
became convinced the pace of advertising revenue declines would
accelerate and the company would be unable to cut costs in order
to maintain its margins, causing leverage to rise above 6x,
EBITDA interest coverage to fall below 2x, free cash flow to turn
negative, and the headroom under the financial covenant to drop
below 15%.  In such a scenario, S&P would likely remove the
"positive" comparable rating analysis modifier, which would in
turn result in a downgrade of one notch to 'B-' to match the 'b-'
anchor.

S&P could revise the outlook to stable if the company
demonstrates progress in stabilizing top-line declines and shows
growth in EBITDA and the EBITDA margin.  S&P would also expect
the company to continue generating sustainable free cash flow,
gradually reducing adjusted debt to EBITDA to below 6x, and
maintaining covenant headroom of over 15%.


MIZZEN BONDCO: Moody's Assigns B2 Rating to GBP200MM Sr. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the GBP200
million long-term senior notes issued by Mizzen Bondco Limited, a
wholly-owned subsidiary of Mizzen Midco Limited (operating under
the name of Premium Credit Limited (PCL)), a company providing
insurance premium finance and other premium finance loans in the
UK and Ireland. The outlook is stable.

Moody's rating on PCL confirms the provisional rating assigned on
April 29, 2014. The final terms and conditions of the senior
notes, which were fully placed as at May 8, 2014, are in line
with the draft documentation reviewed for the provisional (P)B2
rating assigned on April 29, 2014.

Ratings Rationale

PCL operates in the UK and Irish premium finance market as a
provider of insurance premium finance and other payment
facilitation services to companies and private individuals. The
company, through a diverse network of intermediaries, provides
loans to customers (companies and individuals) to pay insurance
premiums in monthly installments instead of an upfront lump sum.
It also provides direct debit management services (which finances
professional fees and memberships) and school fee plans (which
finances school tuition).

As outlined in the Moody's Press Release dated April 29, 2014,
the B2 rating positively reflects PCL's leading franchise
positioning in the UK and Irish premium finance markets, stable
cash flows and historical profitability, low levels of credit
losses and low concentration risk in terms of end-customers. At
the same time the rating is constrained by the monoline business
model, shareholders' aggressive financial policies, concentrated
debt maturity profile, concentration in intermediaries through
whom the company provides the loans and collateral available as
security for the senior notes. The rating also reflects the
projected increase in leverage and decrease in interest coverage
as a result of the transaction, although these are expected to
improve over time.

The senior notes' ratings reflect their position in the company's
funding structure as well as the notes' terms. PCL's refinancing
consists of the GBP200 million senior notes, which are guaranteed
on a senior basis by Mizzen Midco Limited and all material
subsidiaries. The senior notes are secured by a first ranking
security interest over the issued capital of Mizzen Bondco
Limited and Mizzen Mezzco2 Limited, a wholly-owned and immediate
subsidiary of Mizzen Bondco Limited.

What Could Change The Rating UP/DOWN

Upward rating pressure could arise from a significant improvement
in capital adequacy, both in terms of leverage metrics (debt-to-
adjusted EBITDA) to below 3.0x and tangible common equity-to-
tangible managed assets to above 4%, while maintaining other
financial metrics and ratios at current levels.

The rating could come under downward pressure due to 1)
significant deterioration in income and cash flow from
operations, stemming from decreasing margins or higher than
expected credit losses; or 2) no improvement in capital position
and leverage or sustained decline in operating performance,
leading to a debt ratio which is higher than 5.5x adjusted
EBITDA; or 3) significant decline in interest coverage, with an
adjusted EBITDA-to-interest expense ratio of below 1.0x.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


SIGNET UK FINANCE: Moody's Assigns 'Ba1' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
(CFR) and a Ba1-PD Probability of Default Rating (PDR) to Signet
UK Finance PLC, an indirect subsidiary of Signet Jewelers Limited
(together, "Signet"). Moody's also assigned a (P)Ba1 rating to
the company's shelf registration. As part of the rating action,
Moody's assigned an SGL-1 rating indicating very good liquidity.
The rating outlook is stable. The ratings are subject to review
of final documentation and completion of the transaction as
proposed. This is a first time public rating for Signet.

On February 19, 2014, Signet announced that it entered into a
definitive agreement to acquire Zale Corporation ("Zale") for
US$21 per share in a transaction valued at about US$1.4 billion.
The transaction is expected to be financed with a combination of
US$800 million of unsecured debt, including a committed US$400
million term loan, and the securitization of US$600 million of
Signet's U.S. accounts receivable portfolio. The transaction is
subject to approval by Zale shareholders, and is expected to
close by the end of 2014.

The following ratings were assigned to Signet UK Finance PLC:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1-PD

Senior unsecured shelf rating at (P)Ba1

Speculative Grade Liquidity Rating at SGL-1

The ratings outlook is stable

Ratings Rationale

The Ba1 Corporate Family Rating reflects Signet's position as the
largest specialty retail jeweler in the U.S. and U.K., its well-
recognized brand names, and solid execution and marketing, all of
which drive strong profitability. The rating also acknowledges
the strategic benefits of the proposed acquisition of Zale, which
will strengthen Signet's leading position in the U.S. while
adding the leading jewelry store brand in Canada. The rating also
acknowledges Signet's very good liquidity, supported by the
expectation that balance sheet cash and cash flow will be more
than sufficient to cover required cash flow needs over the next
12-18 months.

The rating also reflects, however, the company's weak pro forma
debt protection measures combined with a narrow focus on a
discretionary product with a demonstrated sensitivity to weak
economic conditions. Signet is purchasing a company with a much
weaker credit profile. While Zale's operating margins have
improved over the past two years due to successful implementation
of a turnaround plan, it is still in the early stages and margins
remain very low, at around 2.5% -- well below Signet's
approximately 13.5% margin. When coupled with the acquisition
debt, pro forma lease-adjusted debt/EBITDA for the twelve months
ended February 1, 2014, will be high at about 4.4 times. While
significant synergies are expected, integration risk does exists
and it will likely take several years to fully execute the
integration plan. The company is committed to achieving
approximately $100 million in annual synergies within three
fiscal years of closing, through the leveraging of the combined
company's scale and geographic reach, sourcing capabilities,
marketing efficiencies and store rationalization.

The stable outlook reflects Moody's expectation that the company
will successfully integrate Zale without disruption over the next
several years, and that debt protection metrics will modestly
improve over time through a combination of organic revenue growth
and revenue/cost saving synergies.

Ratings could be upgraded if the company continues to exhibit
strong revenue growth while improving consolidated margins and
generating consistent positive free cash flow. The company would
also need to maintain a balanced financial policy, including the
use of free cash flow to reduce debt. Specific metrics include
lease-adjusted debt/EBITDA sustained near 3.5 times and retained
cash flow to net debt above 20%.

Signet's ratings could be downgraded if operating performance or
integration issues cause lease-adjusted debt/EBITDA to increase
above 4.5 times, retained cash flow to net debt fall below 12.5%
or EBITA/Interest below 3.25 times on a sustained basis.

Signet UK Finance PLC is an indirect subsidiary of Bermuda-based
Signet Jewelers Limited (together, "Signet"). Signet is the
leading specialty jewelry retailer in the U.S. and U.K.,
operating over 1,900 stores and e-commerce websites. Zale
Corporation ("Zale") is a leading specialty jewelry retailer in
the U.S. and Canada, operating approximately 1,680 retail
locations and e-commerce websites. Pro forma revenue approaches
$6.1 billion.


                            *********

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-
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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.

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