TCREUR_Public/140523.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Friday, May 23, 2014, Vol. 15, No. 101



TALVIVAARA MINING: Deadline for Reorganization Proposals Extended


PRIME 2006-1: Fitch Affirms 'Csf' Ratings on 2 Note Classes
SMART PFI 2007: Fitch Affirms 'B-sf' Rating on Class D Notes


DEPFA BANK: Fitch Puts 'B+' Sub. Debt Rating on Watch Evolving
ION TRADING: S&P Affirms 'B' CCR Over Proposed Refinancing


BUZZI UNICEM: S&P Affirms 'BB+' CCR & Alters Outlook to Stable
IMMOBILIARE ITALIA: June 30 Composition Proceeding Deadline Set
PASCHI DI SIENA: Shareholders Back EUR5-Bil. Capital Raising
ROTTAPHARM SPA: Moody's Places 'B1' CFR on Review for Upgrade
TAURUS CMBS 2: S&P Cuts Rating on Class F Notes to 'CCC+'

VITREX SPA: May 29 Deadline Set for Bid Documents


AMANAT INSURANCE: Fitch Affirms 'B' IFS Rating


GALAPAGOS HOLDING: S&P Assigns Prelim. 'B' CCR; Outlook Stable


ADAGIO CLO I: S&P Lifts Ratings on 2 Note Classes From 'BB'
MESDAG BV: Fitch Lowers Rating on Class C Notes to 'B-sf'


EKSPORTFINANS ASA: S&P Alters Outlook to Positive & Affirms CCRs


* S&P Takes Ratings Actions on Portuguese Banks


MARI EL REPUBLIC: Fitch Affirms 'BB' LT IDRs; Outlook Stable
MOSCOW STARS: Fitch Affirms 'BB' Ratings on 2 Note Classes
MURMANSK REGION: Fitch Affirms 'BB' IDR; Outlook Negative
NORTH WESTERLY: Moody's Cuts Rating on Class E Notes to 'Caa2'
UDMURTIA REPUBLIC: Fitch Lowers IDR to 'BB-'; Outlook Stable


CORTEFIEL SA: Judge Orders Creditors to Vote on Debt Amendment
FTPYME BANCAJA 2: Fitch Lowers Rating on Class C Notes to CCC
GRUPO EMBOTELLADOR: S&P Revises Outlook to Neg. & Affirms BB CCR
PYMES SANTANDER 9: S&P Rates EUR168MM Class B Notes 'B-'


SSAB AB: S&P Lowers CCR to 'BB-' Over Ongoing Volatile Results


TEKSTIL BANKASI: Fitch Puts 'B+/B' IDRs on Watch Positive


ODESSA REGION: Fitch Affirms 'CCC/C' IDRs; Outlook Negative

U N I T E D   K I N G D O M

BARINBROOK LIMITED: Corby Hotel Sold Out of Administration
CAPITAL BORDEAUX: Court Winds Up Firms in Wine Investment Scams
CUCINA ACQUISITION: S&P Affirms 'B-' LT Corp. Credit Rating
INMARSAT FINANCE: S&P Rates New US$1-Bil. Senior Notes 'BB+'
MOY PARK: S&P Assigns Prelim. 'B' Corp. Credit Rating

MUSTANG MARINE: Consortium Buys Business Out of Administration
PHARMACY PLUS: Zolfo Cooper Appointed as Administrators
THESIS: Fitch Affirms 'CCCsf' Ratings on 2 Note Classes
* UK: Expert Sees Increase in Insolvencies





TALVIVAARA MINING: Deadline for Reorganization Proposals Extended
Kati Pohjanpalo at Bloomberg News reports that Talvivaara Mining
Co. said Espoo District Court has granted extension to submitting
proposals for reorganization programs by Talvivaara and its
operating subsidiary.

According to Bloomberg, the deadline has been extended to
Sept. 30 from May 28.

Talvivaara said it is still in discussions with potential
financing and industrial partners for long-term financing
solution for the group, Bloomberg relates.

Talvivaara Mining Co. Ltd. is a Finnish nickel producer.

On November 15, 2013, Talvivaara filed for a corporate
reorganization to raise funds and avoid bankruptcy.  The company
suffered from falling nickel prices and a slow ramp-up at its
mine in northern Finland, forcing it to seek fundraising help
from investors and creditors.


PRIME 2006-1: Fitch Affirms 'Csf' Ratings on 2 Note Classes
Fitch Ratings has affirmed PRIME 2006-1 Funding Limited
Partnership's notes as follows:

  Class A notes (ISIN: XS0278567994): paid in full

  Class B notes (ISIN: XS0278569776): paid in full

  Class C notes (ISIN: XS0278570519): paid in full

  EUR5.26m Class D notes (ISIN: XS0278571756): affirmed at 'Csf';
   Recovery Estimate (RE) revised to 50% from RE: 0%

  EUR13m Class E notes (ISIN: XS0278572135): affirmed at 'Csf';
   RE: 0%

The transaction is a cash securitization of subordinated loans to
German medium-sized enterprises.  The portfolio companies were
selected by the originating banks HSH Nordbank AG (A-
/Negative/F1), Landesbank Baden-Wuerttemberg (A+/Negative/F1+)
and Haspa Beteiligungsgesellschaft fuer den Mittelstand mbH (NR).


Prime 2006-1 reached scheduled maturity in August 2013. The
companies' subordinated loans that are securitized in the pool
all became due shortly before the scheduled maturity date.  The
class D and E notes were not repaid in full.  Beyond the
scheduled maturity date, two companies are still listed as
constituents of the portfolio.  The total current portfolio
amount of the two loans was EUR15m as of the last reporting date
(October 2013).

Already remitted partial repayments of these two borrowers since
the last payment date will be part of the available funds at the
next payment date.  Based on these payments Fitch expects the
class D notes to be repaid by 50% and has adjusted its Recovery
Estimate (RE) on the class D notes to 50% from 0% accordingly.
Fitch lacks information on the recovery prospects of the two
borrowers going forward.  Therefore, and given the junior,
unsecured nature of the loans, Fitch did not give credit to
further recovery proceeds.  This is reflected in the current
ratings of the notes.  The manager, however, currently expects a
full repayment of the outstanding class D principal amount this
year.  Further, he expects additional funds to be made available
this year and next year to partially repay the outstanding class
E principal amount.


After scheduled maturity, the transaction is primarily sensitive
to the recoveries from defaulted agreements (via loan
restructuring agreements).

Fitch assigns RE to all notes rated 'CCCsf' or below. REs are
forward-looking recovery estimates, taking into account Fitch's
expectations for principal repayments on a distressed structured
finance security.

SMART PFI 2007: Fitch Affirms 'B-sf' Rating on Class D Notes
Fitch Ratings has revised the Outlook on SMART PFI 2007 GmbH's
class A through C notes to Negative from Stable and affirmed all
ratings as follows:

  GBP80,000 class A+ notes affirmed at 'A+sf', Outlook revised to
  Negative from Stable

  GBP5 million class A notes affirmed at 'BBB+sf', Outlook
  revised to Negative from Stable

  GBP3.25 million class B notes affirmed at 'BBBsf', Outlook
  revised to Negative from Stable

  GBP2.55 million class C notes affirmed at 'BBB-sf', Outlook
  revised to Negative from Stable

  GBP4.75 million class D notes affirmed at 'BB+sf', Outlook

  GBP5.7 million class E notes affirmed at 'BB-sf', Outlook

  GBP4.3 million class F notes affirmed at 'B-sf', Outlook

The transaction is a securitization of project finance loans.
The ratings of the notes are linked to the credit quality of the
certificates of indebtedness (Schuldscheine) issued by KfW


The revision of the Outlook reflects increased risk resulting
from the portfolio's concentration.  The top 10 obligors
represent 50% of the portfolio, with each of the obligors
contributing around 5% of the overall portfolio.  Any significant
rating action on one of these issuers would likely trigger an
immediate impact on the transaction's ratings.  All underlying
projects are located in the UK, with the majority in England.
The largest sector is healthcare, which makes up over 40% of the
portfolio, followed by education, which contributes 35% of the

The affirmation reflects the transaction's stable performance
over the last 12 months.  The reference portfolio has reduced to
GBP332 million from GBP336 million through natural amortization,
raising credit enhancement across the capital structure.  The
class A notes are currently supported by 8.24% credit enhancement
compared with 7.98% a year ago.

For the analysis Fitch considered correlation for projects from
different sectors within the UK at 7%, whereas correlation for
two projects within the same sector in the UK, such as healthcare
can be up to 13%, for example.


The analysis incorporated two stress tests to analyze the
transactions sensitivity in case of changing underlying
assumptions.  The first stress addressed a haircut on all
recoveries by 25% and implies a downgrade throughout the capital
structure.  The second test stressed the obligor concentration
and implied a downgrade by one category.  A third stress
simulated a downgrade of all underlying assets by one notch and
showed some sensitivity throughout the capital structure, in
particular the senior notes.

A downgrade of KfW would result in a similar action on any notes
rated higher than the then-outstanding rating of KfW.


DEPFA BANK: Fitch Puts 'B+' Sub. Debt Rating on Watch Evolving
Fitch Ratings has affirmed Depfa Bank plc's Long-term Issuer
Default Rating (IDR) at 'BBB+' with a Negative Outlook, its
Support Rating at '2' and its Support Rating Floor at 'BBB+'.
Depfa's lower Tier 2 subordinated debt rating of 'B+' has been
placed on Rating Watch Evolving.

The affirmation of Depfa's ratings follows the official
announcement that Depfa's ultimate owner, the Federal Republic of
Germany (AAA/Stable), has abandoned its plans to sell the bank to
third-party investors.  Instead, the government intends to
transfer the full ownership of Depfa from its current direct
parent, the ultimately state-owned German real estate lender Hypo
Real Estate Holding AG (HRE Holding; A-/Negative), to FMS
Wertmanagement (FMS WM; AAA/Stable), the state-sponsored run-off
institution in charge of winding down HRE's assets.

Fitch believes that Depfa will retain its banking license, and
will therefore continue to be subject to Irish regulatory
requirements and remain under the remit of the Irish regulator
during its wind-down.

The ratings of HRE and FMS WM are unaffected by this rating


The affirmation of Depfa's ratings reflects Fitch's view that
Germany's support remains highly likely as the state will remain
Depfa's indirect owner, and thus the bank's ultimate source of
support.  That support would then be likely to flow through FMS
WM rather than hitherto through HRE does not affect Fitch's
assessment of the government's propensity to support.  Fitch's
view of support is underpinned by the potential reputational
damage to Germany of allowing Depfa to fail.

Germany's ultimate responsibility for ensuring that FMS WM meets
its obligations at all times is in the form of a statutory loss-
absorption obligation contained in the German Financial Market
Stabilisation Fund Act and FMS WM's statutes.  This obligation is
the basis of Fitch's 'AAA'/Stable Long-Term IDR on FMS WM.

The IDR also takes into account the challenges that FMS WM will
face to run down a covered bond issuer in view of the
complexities of maintaining a robust operational platform while
complying with related regulatory requirements.  The timing and
details of the liquidation process of Depfa at the end of its
wind-down process are unclear.  While Fitch do not expect losses
for senior unsecured creditors, it do not fully exclude the
possibility that such liquidation could include the transfer of
assets and liabilities to external third parties, most likely
other banks.

The Outlook on Depfa's Long-term IDR remains Negative to reflect
the sensitivity of Depfa's ratings to developments around
resolution and support for EU banks.  Fitch expects the
likelihood of state support for Depfa and its subsidiaries to
remain high, even once the European Bank Recovery and Resolution
Directive (BRRD) and Single Resolution Mechanism (SRM) are
introduced and despite the bank's run-down status.  However,
progress with BRRD and SRM will weaken the likelihood of state
support from its current level, which is why Depfa's Long-Term
IDR retains its Negative Outlook.  A revision of Depfa's SRF
would likely be within the 'BBB' category.

Depfa does not have a Viability Rating as the bank is in run-off
mode and its on-going viability will be dependent on continued
implicit or effective support from FMS WM and, ultimately, from
the German government.  The state-aid agreement with the European
Commission prohibits Depfa from originating any new banking
business while it is state-owned.


Depfa's IDRs are sensitive to any change in Fitch's view of
Germany's propensity to support banks and to the support dynamics
between Germany, FMS WM and Depfa, in particular to significant
changes in the relationship between Germany and FMS WM, although
Fitch considers the latter scenario to be highly unlikely for the
foreseeable future.  Depfa's IDRs are also sensitive to Fitch's
view of Germany's ability to support its banks, as signaled by
Germany's sovereign rating.

Given Depfa's domicile in the Republic of Ireland (BBB+/Stable),
the bank's ratings also reflect the broad sovereign and
associated banking sector risks in Ireland, not all of which are
within the German owner's power to neutralize.  Therefore Depfa's
IDRs are also sensitive to the Irish sovereign rating.


The Rating Watch on Depfa's lower Tier 2 subordinated debt
signals the potential implications on the German government's
willingness to support this class of debt, as a result of both
the bank's new ownership and the fact that plans to sell the bank
to third parties, and thus restore and protect its franchise,
have definitely been abandoned.

Fitch intends to resolve the Rating Watch when more details on
FMS WM's intentions are available so that it can compare the non-
performance risk of this instrument relative to the bank's senior
unsecured instruments.

Fitch has also affirmed Depfa's hybrid Tier 1 securities at 'C'
to reflect the low likelihood that profit distribution from these
instruments may be restored in the foreseeable future.  The
formal decision to wind down Depfa and the bank's uncertain
future profitability resulting from this process create little
incentive for the government to protect the bank's hybrid

The rating of the Tier 1 securities could be upgraded if FMS WM's
wind-down strategy for Depfa increases the likelihood of profit
distribution being restored.


DEPFA ACS Bank (DEPFA ACS) and Hypo Public Finance Bank (HPFB)
are 100% subsidiaries of Depfa in Ireland.  Fitch believes that
the transfer to FMS WM will not modify Depfa's group structure,
ie that DEPFA ACS and HPFB will remain fully owned by Depfa and
continue to be wound down in a similar way to Depfa.

The alignment of the subsidiaries' ratings with those of their
parent reflects their integration into Depfa, as well as the
reputational risk to the German government of allowing a DEPFA
subsidiary to fail.  DEPFA ACS benefits from a declaration of
backing from its parent, expressing Depfa's commitment to fulfil
DEPFA ACS's contractual obligations in case of need.  HPFB has
not conducted any new business since 2008 and most of its
remaining assets have been already transferred to FMS WM.  Fitch
believes that Depfa intends to voluntarily liquidate HPFB at some

DEPFA ACS's and HPFB's ratings are sensitive to changes to
Depfa's IDRs or to any move that could affect the strength of
their integration into Depfa.

The rating actions are as follows:

Depfa Bank plc:

Long-term IDR: affirmed at 'BBB+'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'
Support Rating Floor: affirmed at 'BBB+'
Commercial paper: affirmed at 'BBB+'/'F2'
Senior unsecured: affirmed at 'BBB+'/'F2'
Market-linked securities: affirmed at 'BBB+emr'
Subordinated notes (lower Tier 2, ISIN: XS0229524128): 'B+';
  placed on Rating Watch Evolving


Long-term IDR: affirmed at 'BBB+'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'
Senior unsecured: affirmed at 'BBB+'/'F2'

Hypo Public Finance Bank:

Long-term IDR: affirmed at 'BBB+'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'
Depfa Funding II LP: hybrid capital instruments affirmed at 'C'
Depfa Funding III LP: hybrid capital instruments affirmed at 'C'
Depfa Funding IV LP: hybrid capital instruments affirmed at 'C'

ION TRADING: S&P Affirms 'B' CCR Over Proposed Refinancing
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on ION Trading Technologies Ltd., an Ireland-
headquartered provider of trading software and solutions to
financial institutions, and a wholly owned subsidiary of ION
Investment Group Ltd. The outlook is stable.

"At the same time, we assigned our 'B' rating to the company's
proposed US$40 million senior secured revolving credit facility
(RCF) due 2019 and the proposed US$410 million and EUR300 million
first-lien term loans due 2021, both issued by ION Trading's
wholly owned subsidiary, ION Trading Technologies S.a.r.l. The
recovery rating on these loans is '3', indicating our expectation
of meaningful (50%-70%) recovery in the event of a payment
default," said S&P.

"We also assigned our 'CCC+' rating to the proposed $300 million
second-lien term loan due 2022, issued by ION Trading
Technologies S.a.r.l. The recovery rating on this loan is '6',
indicating our expectation of negligible (0%-10%) recovery in the
event of a payment default," said S&P.

"We also affirmed our issue ratings on the existing first-lien
term loans at 'B+', with a recovery rating of '2', and on the
second-lien facilities at 'CCC+', with a recovery rating of '6'.
We expect to withdraw these ratings when the loans have been
repaid upon closing of the refinancing transaction," said S&P.

The affirmation follows ION Trading's announcement that it will
fully refinance its existing debt by partly replacing its U.S.
dollar-denominated debt with euro-denominated debt and its
second-lien loans with first-lien loans. The affirmation
primarily reflects that the proposed refinancing transaction does
not materially change the company's debt-leverage metrics,
although it somewhat reduces the company's high interest burden,
primarily due to the partial refinancing of US$75 million second-
lien debt with additional first-lien debt that pays a lower
interest margin. The overall outstanding financial debt will
remain largely unchanged, however, at US$1.12 billion upon
closing of the transaction. This translates into a pro forma
Standard & Poor's-adjusted debt-to-EBITDA ratio of about 7.0x and
a cash interest cover ratio of 2.3x as of year-end 2013.

"We continue to assess ION Trading's financial risk profile as
"highly leveraged," which primarily reflects the group's very
high adjusted debt-to-EBITDA ratios of above 6x in 2014 and well
above 5x in 2015, and our funds from operations-to-debt ratio of
between 8% and 10% in 2014 and 2015, respectively. This is partly
mitigated by our expectations of solid annual free operating cash
flow (FOCF) in the EUR55 million-EUR70 million range, helped
by very limited capital expenditure requirements, which should
allow ION Trading to gradually deleverage to well below 6x in
2015 if it applies excess cash for debt reduction," according to

"Our assessment of ION Trading's business risk profile is
unchanged at "fair" and constrained by the group's very narrow
product focus on trading solutions for electronic fixed-income
markets and its resulting sole reliance on financial institutions
as end customers for its product offering," said S&P.

The stable outlook incorporates S&P's belief that the company
will maintain a cash interest cover ratio of more than 2x and
utilize its FOCF generation to gradually reduce leverage below 6x
in 2015.

S&P could raise the rating by one notch if ION Trading were able
to maintain profit margins at about 50% while reducing leverage
sustainably to about 5.0x-5.5x and improving cash interest cover
to about 3x.

S&P could lower the rating if:

  -- ION Trading pursued debt-financed acquisitions or
     shareholder returns that precluded a reduction in leverage
     from the 7x level at year-end 2013;

  -- Sales fell as the result of a repeated severe financial
     crisis in Europe that hurt demand from ION Trading's Europe-
     based customers;

  -- ION Trading experienced significant margin compression to
     below 40% as a result of increasing competition; or

  -- EBITDA cash interest coverage fell to 1.5x.


BUZZI UNICEM: S&P Affirms 'BB+' CCR & Alters Outlook to Stable
Standard & Poor's Ratings Services revised to stable from
negative its outlook on Italian building materials manufacturer
Buzzi Unicem SpA (Buzzi). At the same time, S&P affirmed its
'BB+/B' long- and short-term corporate credit ratings on the

"In addition, we affirmed our 'BB+' issue ratings on the two
EUR350 million senior unsecured notes due 2016 and 2018 issued by
Buzzi, and the US$200 million unsecured U.S. private placement
(USPP) debt due in 2016 issued by RC Lonestar Inc. (a fully owned
subsidiary of Buzzi). The recovery ratings on these debts remain
unchanged at '3', indicating our expectation of meaningful (50%-
70%) recovery for debtholders in the event of payment default,"
said S&P.

"The outlook revision reflects our view that Buzzi's operating
performance should continue to progressively improve in most of
its key markets over the next couple of years, after the group
posted better profitability and credit metrics in 2013 than we
expected. We believe the group's operating performance in Italy
bottomed out in 2013 and should progressively stabilize in 2014,
benefiting from some cost-cutting initiatives, energy tax
savings, and lower credit provisions. However, we do not expect a
rebound of volumes in Italy in the near future. At the same time,
the Buzzi group will likely benefit from further recovery in the
U.S. market, a stabilization of volumes in Mexico, and resilient
demand in Russia. That said, we believe that Buzzi's metrics
could be temporarily hampered in 2014 due to some currencies'
depreciation against the euro, particularly in Russia, the U.S.,
and Mexico. Nevertheless, the group should post solid operating
performance in these countries. We also factor in very weak
performance in Ukraine in 2014 and 2015, reflecting both
currency depreciation and falling volumes," according to S&P.

Under its base case, S&P assumes:

-- Group revenues decline slightly in 2014, largely due to
negative foreign exchange effect, and then increase in the low-
single digits in 2015.  S&P expects operating performance in
local currency terms to remain fairly robust though;

  -- The adjusted EBITDA margin remains in the range 17%-18% over
2014 and 2015, reflecting cost efficiency measures and somewhat
reduced energy costs in most markets;

  -- Annual capital expenditures increase over 2014 and 2015 from
2013 levels, mainly due to expansion investments; and

  -- Dividend payments are around EUR30 million to EUR35 million
in both 2014 and 2015.

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

  -- Debt to EBITDA in the range of 3.3x-3.5x in 2014 and 2015;

  -- Funds from operations (FFO) to debt temporarily weakening in
     2014 to slightly below 17% and staying above 18% in 2015;

  -- Operating cash flow staying around 18% in both 2014 and
     2015, and free operating cash flow declining from 2013
     levels and staying marginally positive in 2014 and 2015

"We continue to view Buzzi's business risk profile as
"satisfactory," reflecting the group's wide geographical
diversification and sound regional positions. This eases the
pressure on group earnings over the industry downturn, with solid
operations in the U.S. and Mexico offsetting continued sluggish
growth and sometimes falling revenues in European markets. Buzzi
further benefits from relatively high barriers to entry and sound
local market shares in its main markets, given the capital
intensity of the industry, the high cost of transporting heavy
materials, and limited substitution and  technological risks
across the industry. These positives are tempered by a
highly energy-intensive business model. Volatile energy costs
account for a significant part of total costs, and Buzzi might
not always be able to pass these costs on to customers. The group
is also exposed to the moderately high cyclicality and
seasonality inherent in the building materials industry," said

"We view the group's financial risk profile as "significant." The
group's exposure to the considerably downsized Italian market has
negatively affected its cash flow generation and leverage metrics
over the past few years. The industry's capital intensity is a
structural constraint, with significant capital expenditure and
seasonal swings in working capital. Positively, top management's
sound approach to discretionary cash flow generation during the
industry's downturn has, to some extent, mitigated the
deterioration of the group's financial metrics and allowed Buzzi
to report positive free operating cash flow during the past
downturn (except in 2009). Some cost-efficiency measures adopted
in 2013 and the continued recovery in the U.S. should offset
persisting difficulties in Italy and support medium-term cash
flow generation. We consider debt to EBITDA as the key credit
metric for Buzzi, leading us to assess its financial risk profile
as "significant." This is also confirmed by the level of our
supplementary ratio, operating cash flow to debt, at slightly
above 18% over the period," said S&P.

"The stable outlook reflects our view that Buzzi's operating
performance in local currency terms will continue to
progressively recover in most of its markets over the next two
years. As consequence, we expect Buzzi's key credit metrics on
average to remain commensurate with its 'BB+' ratings over the
next couple of years," said S&P.

"We consider that ratings upside is limited in the short term, as
it would require significant improvement in Buzzi's credit
metrics above our base-case scenario, leading us to revise our
assessment of the financial risk profile to "intermediate."
Specifically, we would consider raising the ratings if the
group's adjusted ratio of debt to EBITDA fell below 3x and
operating cash flow to debt was above 25% for a sustained period.
Such a scenario would likely require a recovery of market
performance in Italy compared with the current weak trend and an
easing of political tensions between Ukraine and Russia," said

"We could consider lowering the ratings if the group's
performance in its key markets was worse than our expectations
without the potential for a swift recovery, leading us to revise
our assessment of the financial risk profile to "aggressive." To
assess this, we would look at both the key credit metric debt
to EBITDA and the supplementary metric of operating cash flow to
debt. We believe this could occur if the group experienced margin
pressure, for example due to continued poor conditions in the
Italian market, or a worsening of the economic or operating
environment in the Commonwealth of Independent States
area as a result of political tensions between Ukraine and

Additionally, debt-funded acquisitions leading to significantly
weaker credit metrics than in our base-case scenario could also
lead to a downgrade. We might also consider a negative rating
action if the group's liquidity profile deteriorated," said S&P.

IMMOBILIARE ITALIA: June 30 Composition Proceeding Deadline Set
Paolo Bortoluzzi, in his capacity as bankruptcy trustee of
Immobiliare Italia di Fred Mengoni & C.S.A.S. and of Fred
Mengoni, partner with unlimited liability (n. 21/2013) disclosed
that after right approval of the liquidation program by the
creditors' committee dated February 21, 2014, and the subsequent
approval by the Bankruptcy Judge appointed by the Court of
Ancona, dated February 24, 2014, the receivership pursues the
submission of the request for Approved Composition Proceeding
pursuant to article 124 L.F. (bankruptcy law) aiming at the
acquisition of the total assets of the bankruptcy.

Any requests of Composition Proceeding have to be submitted by
June 30, 2014 at the registry of the bankruptcy proceedings of
the Court of Ancona, 2nd Flower, Tower A.

For more information, one may contact the Trustee's studio
exclusively via e-mail at and at (A262154).

PASCHI DI SIENA: Shareholders Back EUR5-Bil. Capital Raising
Rachel Sanderson at The Financial Times reports that shareholders
of Monte dei Paschi di Siena, Italy's third largest bank by
assets, have given the go ahead to a EUR5 billion capital raising
in a step that effectively lifts the threat of nationalization
from the bank.

In a turbulent meeting, Monte Paschi shareholders voted
overwhelmingly to back the capital raising that will allow it to
pay back a first tranche of EUR4.1 billion in state bailout
bonds, the FT relates.  Brussels had made clear that without the
capital raising the state would have to convert its bailout bonds
into equity, the FT discloses.

The approval of the capital increase, which is already
underwritten by a pool of 10 international banks, caps a volatile
two years for the bank and the Italian state, the FT notes.

Banca Monte dei Paschi di Siena SpA -- 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.

ROTTAPHARM SPA: Moody's Places 'B1' CFR on Review for Upgrade
Moody's Investors Service said that it had placed on review for
upgrade the B1 corporate family rating (CFR) and B1-PD
probability of default rating (PDR) of Rottapharm SpA. At the
same time, Moody's placed on review for upgrade the Ba3 rating on
the unsecured notes issued by Rottapharm's wholly owned
subsidiary Rottapharm Ltd.

Ratings Rationale

"The decision to place the ratings on review for upgrade follows
Rottapharm's plans to use proceeds from a potential initial
public offering to reduce its outstanding bank debt as outlined
in its Q1 2014 results," says Knut Slatten, a Moody's Assistant
Vice President -- Analyst and lead analyst for Rottapharm. "Under
the proposed terms, a successful IPO will significantly de-
leverage the capital structure as well as materially improve
Rottapharm's liquidity profile," adds Mr Slatten.

On April 29, Rottapharm announced it had submitted a request for
admission to listing on the Milan stock exchange. In its results
announcement for the first quarter of 2014, the company revealed
more details as to how the transaction will affect the company.
Moody's understands that Fidim, which is the holding company of
the Rovati family who currently own all the shares in Rottapharm,
anticipates that it will reimburse Rottapharm for a loan of
around EUR263 million with proceeds from the IPO. Rottapharm will
thereafter repay EUR169 million worth of outstanding bank loans
allowing for a substantial decrease in net debt, which, pro-forma
for the transaction, will decrease to around EUR257 million
against EUR515 million as of 31 March 2014. In addition to the
decrease in leverage, Moody's also notes an eventual successful
IPO will enhance Rottapharm's liquidity profile, which is
currently dented by a high amount of current debt (EUR87 million
as of Q1 2014).

During the review process, Moody's will closely monitor
Rottapharm's progress on the contemplated IPO and its
implications on the company's financial profile. Moody's will
also focus on Rottapharm's financial policies post an eventual
IPO. In view of the company's decision to carve out its
innovative discovery R&D unit, Moody's will also during the
review process reassess the appropriateness of the pharmaceutical
rating methodology given Rottapharm's increasing exposure to
over-the-counter products. A successful execution of the IPO is
likely to result in upward pressure from the current B1 CFR. At
this stage, the rating agency believes an upgrade of the CFR
would be expected to be of one or two notches subject to the
details of its IPO. The rating of the EUR400 million unsecured
bond is expected to be aligned with the CFR since the bank loans
to be repaid are viewed as having a less strong position in the
waterfall. Should the upgrade of the CFR be limited to one notch,
Moody's would not expect to upgrade the notes.

What Could Change The Rating Up/Down

Positive pressure on the rating could be exerted if Rottapharm's
liquidity profile improves and the company's leverage -- defined
as Moody's adjusted debt/ EBITDA -- moves towards 4.0x.
Conversely, negative pressure could develop should leverage move
above 5.0x for a sustained period of time and/or if the company's
cash position were to erode, with negative free cash flow
persisting over the next few quarters.

Principal Methodology

The principal methodology used in these ratings was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Rottapharm SpA is an Italy-based pharmaceutical company
represented in more than 85 countries worldwide. For the
financial year ending December 2013, it reported total net
revenues of around EUR536 million and EBITDA (before non-
recurring items) of EUR138 million.

TAURUS CMBS 2: S&P Cuts Rating on Class F Notes to 'CCC+'
Standard & Poor's Ratings Services lowered its credit ratings on
Taurus CMBS No. 2 S.r.l.'s class D, E, and F notes.

The downgrades reflect S&P's opinion of the risk of cash flow
disruptions in the transaction.

The transaction was originally backed by four Italian loans.
Three loans have repaid since closing in December 2005. The
transaction is now only secured on one loan, the Berenice loan.

The securitized Berenice loan comprises one-third of a syndicated
loan facility, which totaled EUR450 million at closing, with a
EUR40 million capital expenditure facility. The securitized loan
has decreased to EUR69.6 million from EUR150.0 million at
closing, which includes a capital expenditure facility of EUR13.3
million (the facility has an undrawn amount of EUR9.45 million).

The loan was originally secured on 54 properties. Following asset
sales, 28 properties currently back the loan. The current
portfolio vacancy rate is 26%.  In April 2014, the servicer
reported a securitized loan-to-value (LTV) ratio of 46.8%, based
on a June 2013 valuation of EUR385.9 million. S&P does not expect
principal losses on this loan in its expected case scenario.

With an outstanding securitized note balance of EUR69.6 million,
Taurus CMBS No. 2 has amortized by 83% since closing. As a
result, the weighted-average margin on the notes is now greater
than the margin on the Berenice loan. Combined with senior
expenses payable, this has decreased the amounts available to pay
interest on the notes.

There is an available funds cap in place for the class G notes.
The class G notes are only entitled to receive interest up to an
amount available from loan interest, provided that the shortfall
is solely attributable to loan repayments.

The class E and F notes experienced interest shortfalls on the
April 2014 payment date. They are not subject to an available
funds cap, which would protect them from cash flow disruptions
resulting from loan repayments. While the issuer may repay the
interest shortfalls, S&P believe the class F notes are more
susceptible to cash flow disruptions on future payment dates.

The weighted-average note margins are increasing as the notes
continue to amortize. This in turn increases the risk of further
interest shortfalls on the class D, E, and F notes, in our view.

"Our ratings in this transaction address the timely payment of
interest and the payment of principal no later than the July 2019
legal final maturity date," said S&P.

"Although we also consider the class D, E, and F notes' available
credit enhancement to be adequate to mitigate the risk of
principal losses from the underlying loan in higher stress
scenarios, we have lowered our ratings on them because they have
become more vulnerable to cash flow disruptions, in our
Opinion," said S&P.

"While the issuer may repay the interest shortfalls, we consider
this to be less likely for the class F notes. In accordance with
our criteria, we have therefore not lowered to 'D (sf)' our
ratings on the class E and F notes (see "Rating U.S. CMBS In The
Face Of Interest Shortfalls," published on Feb. 23, 2006).
However, additional interest shortfalls would likely lead us to
lower our ratings on the class E and F notes to 'D (sf)' (see
"Understanding Standard & Poor's Rating Definitions," published
on June 3, 2009).

Taurus CMBS No. 2 is an Italian commercial mortgage-backed
securities (CMBS) transaction that closed in December 2005, with
a legal final maturity date in July 2019.


Taurus CMBS No. 2 S.r.l.
EUR403.9 mil commercial mortgage-backed floating-rate notes
Class       Identifier         To              From
D           IT0003957039       BBB (sf)        A- (sf)
E           IT0003957047       B+ (sf)         BB+ (sf)
F           IT0003957054       CCC+ (sf)       B (sf)

VITREX SPA: May 29 Deadline Set for Bid Documents
Matteo Mapelli, the receiver of Vitrex S.p.A. (in liquidazione),
started a bidding procedure for the sale of the business branch
related to the manufacture of open-mesh glass fibre fabrics for
specific end uses at

On April 30, 2014, Bankruptcy Judge dr. Francesca Savignano
entered an order approving that the bidding procedure will be
managed by Studio Legal Associato in association with Simmons &
Simmons LLP, with registered office in 20122 Milan, Italy, Corso
Vittorio Emanuele II n. 1 (as secretarial office: "Ufficio di

The Application Form, the list of the documents that should be
produced with it and the Rules of the Sale can be found at

The Application Form, with the related documents, will have to be
submitted to Ufficio di Segretaria by May 29, 2014.


AMANAT INSURANCE: Fitch Affirms 'B' IFS Rating
Fitch Ratings has affirmed AMANAT Insurance (Kazakhstan)'s
(AMANAT) Insurer Financial Strength (IFS) rating at 'B' and its
National IFS rating at 'BB(kaz)'.  The Outlook is Stable.


AMANAT's ratings continue to reflect adequate risk-adjusted
capitalization, volatile solvency margin, limited progress in
strengthening underlying operating performance and the relatively
low quality of its investment portfolio.

The insurer's volatile solvency margin reflects growing business
volumes, the absence of a capital buffer for regulatory purposes,
and continuing fine-tuning of the regulator's solvency formula,
including recent regulations regarding investment quality and
reserving.  The margin is calculated on a monthly basis and has
swung from a marginally compliant 101% to a comfortable 121%
since July 2013.  On a risk-adjusted basis, Fitch continues to
view AMANAT's capital position as adequate for its rating level.
AMANAT's net profit strengthened to KZT186m in 2013 from KZT28m
in 2012, benefitting from a number of regulatory changes.
Insurance premiums and claims, accrued before the shift to 20%
income tax from 4% revenue tax for Kazakh insurance companies in
2012, became exempt from taxation.  This increased AMANAT's
deferred tax assets by KZT148m in 2013.

Another important change was the regulator's authorization to
establish reinsurers' share of incurred but not reported loss
(IBNR) reserves.  This change decreased AMANAT's net technical
reserves by KZT212m and contributed to the improvement of the
insurer's loss ratio to 15% in 2013 from 29% in 2012 and the
combined ratio to 98% from 108% in the same period.  The like-
for-like combined ratio would have been 106% in 2013.  In 4M14
the combined ratio deteriorated to 118%, mainly driven by claims
in a single liability line.  Based on 79% recoveries of the
line's claims through recourse in 2012-2013 the insurer expects
to see an improvement in the combined ratio in 2H14.

Equities as a share of AMANAT's investment portfolio declined to
15% at end-2013 from 19% at end-2012, albeit through a negative
KZT64m revaluation.  Equities also contain significant
concentration per issuer.  The fixed-income part of the portfolio
remains of moderate credit quality.  With 78% of investments
represented by deposits or securities of local banks, AMANAT's
capital is highly exposed to volatility in the Kazakh banking
sector.  To some extent, this is a reflection of the narrow local
investment market.  Positively, the strengthening of the
regulatory solvency requirements has created incentives for
AMANAT to prioritize banks with higher credit ratings.


A rating upgrade may result from two consecutive years of
underwriting and investment profits.

Significant strengthening of AMANAT's capital position, coupled
with the reduction of investment risks, could also lead to an

Sustained failure to meet regulatory solvency requirements, in
the absence of financial support from the shareholder, could lead
to a downgrade.


GALAPAGOS HOLDING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' long-term corporate credit rating to Luxembourg-
based heat-exchanger equipment provider Galapagos Holdings S.A.
The outlook is stable.

At the same time, S&P assigned:

   -- Its preliminary 'BB-' issue rating to the proposed super
      senior secured facilities, comprising a EUR75 million
      revolving credit facility (RCF) and a EUR400 million
      guarantee facility.  The preliminary recovery rating on
      these facilities is '1', reflecting S&P's expectations of
      very high (90%-100%) recovery;

   -- S&P's preliminary 'B' issue rating to the proposed senior
      secured notes, with a preliminary recovery rating of '4',
      albeit at the lower end of the 30%-50% range; and

   -- S&P's preliminary 'CCC+' issue rating to the proposed
      senior unsecured notes.  The preliminary recovery rating on
      these notes is '6', reflecting S&P's expectations of
      negligible (0%-10%) recovery.

The final ratings will depend on S&P's receipt and satisfactory
review of all final transaction documentation.  Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings.  If Standard & Poor's does not receive final
documentation within a reasonable timeframe, or if final
documentation departs from materials reviewed, S&P reserves the
right to withdraw or change its ratings.  Potential changes
include, but are not limited to, use of notes proceeds, maturity,
size, and conditions of the RCF and guarantee facility, terms and
conditions of the notes and the preferred equity certificates
(PECs), financial and other covenants, security, and ranking.

The ratings on Galagagos, the former heat exchanger division of
German industrial GEA Group AG, reflect S&P's view of the group's
relatively aggressive capital structure following the proposed
leveraged buyout by private equity Group Triton.  The buyout was
announced on April 16, 2014, and is expected to be completed by
the end of this year.

"We assess Galapagos' financial risk profile as "highly
leveraged" under our criteria. Based on the proposed capital
structure after the buyout, we estimate the group's Standard &
Poor's-adjusted net debt-to-EBITDA ratio will be close to 6x by
Dec. 31, 2014.  Our estimate includes financial debt of about
EUR775 million, excluding the EUR75 million undrawn RCF and the
EUR400 million guarantee facility.  As of Dec. 31, 2014, the
group had issued guarantees exceeding EUR350 million," S&P said.

"We exclude the preferred equity certificates (PECs) to be
provided by shareholders from our debt calculation for Galapagos,
since we believe they are likely to qualify for equity treatment
according to our criteria.  We note, however, that we need to
review the final documentation to confirm that the PECs are
stapled to the equity, deeply subordinated to all existing and
future debt instruments, and that no mandatory cash payments will
be associated with these instruments.  These are the most
important conditions to be fulfilled that would in turn enable us
to treat these instruments as equity-like under the finalized
structure.  Including these instruments, Galapagos' debt to
EBITDA will increase by about 2x based on the EBITDA we expect
for 2014," S&P added.

"We assess Galapagos' business risk profile as "fair," based
primarily on the constraint from the group's exposure to cyclical
and mature end markets, including power, climate and energy, and
oil and gas, which we view as inherently cyclical.  The group is
exposed to high competition from a number of larger direct peers,
such as Alfa Laval AB and SPX Corp., both of which we consider as
having solid financial strength to compete with Galapagos and
stronger business diversity than the group.  Its profitability is
at the low end of the 11%-18% range that we have defined as
"average" for a capital goods company.  This can partly be
attributed also to the group's relatively low aftermarket
business through which it generates less than 15% of revenues,"
S&P noted.

"On the positive side, we see that Galapagos holds leading niche
market positions in the manufacturing of heat exchanger equipment
for a number of end-markets with a wide product offering.  Over
our forecast period, the group's business lines should also
benefit from natural growth opportunities, supported by
megatrends such as the increasing necessity for energy,
urbanization, and the need for efficient energy sources. Good
geographical diversity, with about 58% of revenues outside of
Western Europe (although a much lower proportion of earnings--
between 25% and 35% of EBITDA generation for some years) should
position the group to capture stronger demand outside of the
eurozone in the near term.  We also regard Galapagos' large
installed base and longstanding relationships with customers as a
competitive advantage.  We view positively the group's
diversified customer base.  Our business risk assessment is also
supported by our expectation that Galapagos will maintain its
solid performance over our forecast horizon, supported by its
track record of fair resilience to cyclical downturns," S&P

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

   -- Slow growth in the capital goods industry, with a likely
      modest uptick in demand in 2014, and a slightly more
      sustained increase from 2015.

   -- Geographically, prospects are mixed.  S&P forecasts that
      Europe will remain the weakest link until 2015.

   -- As a result of S&P's economic and industry-specific
      assumptions, it expects Galapagos to deliver generally
      stable operating performance.  S&P thinks the adjusted
      EBITDA margin will narrow to about 10.0% in 2014, largely
      due to sizable restructuring costs that S&P expects the
      company will incur, and to recover to about 11.0% in 2015
      (compared with 11.5% for 2013).

   -- S&P expects low-single-digit revenue growth, following a 7%
      decline in 2013, mainly on the back of growth in the U.S.
      and in emerging markets.

   -- Margins will also likely be supported by efficiency
      improvement measures implemented in recent years, in S&P's
      view.  Concurrently, though, S&P thinks the competitive
      landscape will remain fierce.

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

   -- Funds from operations (FFO) to debt of about 10% for 2014
      and approximately 11.0% in 2015.

   -- EBITDA coverage ratios of more than 2.5x over S&P's
      forecast horizon.

   -- Debt to EBITDA of close to 6x in 2014, moving toward 5x in


ADAGIO CLO I: S&P Lifts Ratings on 2 Note Classes From 'BB'
Standard & Poor's Ratings Services raised its credit ratings on
Adagio CLO I B.V.'s class B-1, B-2, C, D-1, and D-2 notes.  At
the same time, S&P has withdrawn its ratings on the class A-1 and
A-2 notes.

The rating actions follow S&P's analysis of the transaction by
applying its relevant criteria and using data from the trustee
report dated Feb. 28, 2014.

As the class A-1 and A-2 notes have fully amortized, S&P has
withdrawn its ratings on these classes of notes.

"Since our April 2012 review, we note that the aggregate balance
of the portfolio of assets has decreased to EUR28.72 million from
EUR172.57 million.  Cash to be distributed as principal (cash in
the principal account and expected recoveries on defaulted
assets) represents 45% of the total collateral (portfolio of
assets, cash in the principal account, and expected recoveries on
defaulted assets).  Since the transaction started to amortize in
November 2009, we have assumed that the cash will be used to
amortize the notes sequentially on the next payment date.  The
amount of cash is sufficient to fully redeem the class B-1, B-2,
and C notes.  The class D-1 and D-2 notes are still exposed to
the credit risk of the portfolio of assets," S&P said.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents S&P's estimate of the maximum level of
gross defaults, based on its stress assumptions, that a tranche
can withstand and still fully pay interest and principal to the

"We used the total collateral balance that we consider to be
performing and the weighted-average recovery rates calculated in
line with our 2009 criteria update for corporate cash flow
collateralized debt obligations (CDOs).  Since the transaction
started to amortize in November 2009 and since the portfolio of
assets only comprises 35 different assets, we believe the
portfolio is exposed to the risk of reduced weighted-average
spread.  Therefore, in scenarios above the initial ratings, we
have assumed the portfolio of assets paid a weighted-average
spread of 2.65%, instead of the current weighted-average spread
of 3.51%," S&P noted.

Merrill Lynch Derivative Products AG (A+/Negative) is a hedging
counterparty for the transaction.  The documented downgrade
provisions are not in line with S&P's current counterparty
criteria.  Therefore, in rating scenarios above 'AA-', S&P has
assumed the nonperformance of the hedging counterparty.

The results of S&P's analysis show that the class B-1, B-2, and C
notes' available credit enhancement is now commensurate with a
'AAA (sf)' rating.  S&P has therefore raised its ratings on these
classes of notes to 'AAA (sf)'.

S&P's analysis also indicates that the available credit
enhancement for the class D-1 and D-2 notes is now commensurate
with a higher rating level than that currently assigned.
However, the application of the largest obligor default test
constrains S&P's ratings on these notes at 'BBB+ (sf)'.  This
test measures the effect of several of the largest obligors
defaulting simultaneously.  S&P introduced this supplemental
stress test in its 2009 criteria update for corporate CDOs.  S&P
has therefore raised to 'BBB+ (sf)' from 'BB (sf)' its ratings on
the class D-1 and D-2 notes.

Adagio CLO I is a cash flow collateralized loan obligation (CLO)
transaction managed by AXA Investment Managers Paris S.A.  It is
backed by a portfolio of loans to speculative-grade corporate
firms.  The transaction closed in October 2004.


Adagio CLO I B.V.
EUR308.5 mil senior and subordinated fixed-
and floating-rate notes

Class         Identifier           To                From
A-1           XS0202191226         NR                AAA (sf)
A-2           XS0202192463         NR                AAA (sf)
B-1           XS0202192976         AAA (sf)          A+ (sf)
B-2           XS0202193198         AAA (sf)          A+ (sf)
C             XS0202193438         AAA (sf)          BBB+ (sf)
D-1           XS0202195300         BBB+ (sf)         BB (sf)
D-2           XS0202195995         BBB+ (sf)         BB (sf)

NR-Not Rated.

MESDAG BV: Fitch Lowers Rating on Class C Notes to 'B-sf'
Fitch Ratings has downgraded Mesdag (Delta) B.V.'s class A, B and
C notes due 2020 and affirmed the class D and E notes, as

  EUR376.7m class A (XS0307565928) downgraded to 'BBsf' from
  'BBBsf'; Outlook Stable

  EUR44.7m class B (XS0307574599) downgraded to 'BB-sf' from
  'BBsf'; Outlook Stable

  EUR50.9m class C (XS0307576701) downgraded to 'B-sf' from
  'Bsf'; Outlook Negative

  EUR61.1m class D (XS0307578749) affirmed at 'CCCsf'; Recovery
  Estimate RE10%

  EUR46.7m class E (XS0307580307) affirmed at 'CCsf; RE0%

  EUR24.7m Class F (XS0307581370) not rated


The downgrades reflect the on-going underperformance of the Dutch
secondary property market and lower recovery expectations for the
loan, which is among the largest in the European CMBS portfolio.
The remaining 59 commercial properties (predominantly office,
retail and industrial) located in the Netherlands are valued at
EUR633.6 million, based on a mix of desktop and full valuations
conducted between 2009 and 2013.  Fitch considers this figure
well in excess of possible purchase prices.  The vacancy level
was reported at 21.9% in April 2014, up from 11.3% at closing in
July 2007 but marginally improved since the last rating action in
June 2013.

Since then, the securitized loan has repaid by EUR4.9 million via
asset sales and cash sweep, leaving EUR604.8 million outstanding
at the April 2014 interest payment date.  The sales proceeds for
the two disposed assets (both vacant) failed to meet the
allocated loan amounts (leaving aside the additional 15% release
premium), which indicates how levered the loan has become and the
related difficulties the borrower will face in obtaining

Fitch does not expect the loan to repay in full by its maturity
in December 2016.  Instead repayment will likely require a
workout to be carried out by the issuer, probably at a
substantial loss for junior noteholders.  To avoid defaulting on
the notes, the issuer will have until note maturity in January
2020 to complete liquidation in the event of loan default.

Fitch estimates 'Bsf' recoveries of EUR468.6 million.


The ratings are sensitive to borrower operating performance and
wider market conditions for Dutch secondary portfolios.


EKSPORTFINANS ASA: S&P Alters Outlook to Positive & Affirms CCRs
Standard & Poor's Ratings Services revised its outlook on Norway-
based Eksportfinans ASA to positive from negative. At the same,
S&P affirmed its 'BB+/B' long- and short-term counterparty credit
ratings on Eksportfinans.

"We also affirmed the 'BB-' issue rating on a subordinated debt
instrument," said S&P.

"The outlook revision reflects our opinion of diminished risks
for Eksportfinans. Following the decisive ruling by the Tokyo
District Court on March 28, 2014, we see reduced downside legal
risks for Eksportfinans, which has largely led us to reassess our
view of Eksportfinans' risk position to "moderate" from "weak","
according to S&P.

On March 28, the Tokyo District Court ruled in favor of
Eksportfinans with respect to demands for partial payment from an
investor on its "Samurai" bond program and lack of a subsequent
appeal by the claimant. In S&P's view, this ruling has removed a
significant event risk and significantly reduced the potential
for an acceleration of liabilities that S&P previously factored
into its assessment of Eksportfinans' risk position, and which we
also reflected in its negative outlook on the rating.

"In our view, the conclusive ruling of the court reduces the
likelihood of future challenges of the clause. Our reassessment
also acknowledges the improvements in the leverage position as
the balance sheet shrinks, as well as the increased size of the
existing liquidity reserves despite the structured funding risks.
That said, our "moderate" assessment of Eksportfinans' risk
position continues to reflect our view of the complexity of the
company's structured funding and derivatives portfolios," said

"Furthermore, we believe that, in the absence of further legal
risks, the diminishing size of the balance sheet will eventually
make it easier for one of the three large owner banks -- DNB Bank
ASA, Nordea Bank Norge ASA, or Danske Bank A/S -- to absorb
Eksportfinans. We could review our rating on Eksportfinans
if such a scenario materialized," S&P said.

S&P also believes that Eksportfinans' stand-alone credit profile
has improved to 'bbb-'. However, S&P's issuer credit rating on
Eksportfinans incorporates its assessment that Eksportfinans has
relatively higher risk than is typical for an entity rated above
'BB+' given the size and uncertain maturity of its structured

"As such, we have chosen to apply a negative adjustment notch to
the rating. In line with our criteria, we notch the non-
deferrable subordinated debt ratings down from the issuer credit
rating of 'BB+' because the latter is below the SACP. This
results in no change to the existing 'BB-' ratings on the rated
instrument," S&P said.

The positive outlook reflects S&P's view that the likelihood of
an orderly wind-up of the entity will continue to increase as the
funded loan book reduces. "We believe that the lack of an appeal
of the decisive March 28 verdict in the Tokyo District Court has
reduced a major event risk and a key component of our previous
negative outlook. The positive outlook also reflects our belief
that the decisive verdict and the shrinking balance sheet could
eventually increase the likelihood of an acquisition or sale of
the entity, likely to one of the three major shareholding banks,"
said S&P.

"We could consider raising the rating if we saw a material
reduction in the volume of structured funding, or an action by
Eksportfinans' owners or the Norwegian government that could
mitigate the risk pertaining to this funding. Such a step could
include the issuance of guarantees, which would transfer all
risk to the guarantors. We could also remove the downward notch
(currently factored into the issuer credit rating) or revise our
assessment of Eksportfinans' business position upward if the
entity showed further stability or became a target for an
acquisition by one of its higher-rated owner banks, improving the
likelihood of fulfilling its debt obligations," according to S&P.

Eksportfinans' creditworthiness could deteriorate if economic
risks increased in Norway, where S&P currently sees a negative
trend from growing imbalances owing to rising asset prices and
increasing debt. This could prompt us to revise our anchor for
Eksportfinans down to 'bbb+' from 'a-', which would lessen the
likelihood of an upgrade. However, in this scenario we could
consider offsetting the impact on the rating by removing the
adjustment notch (currently incorporated into the rating) given
the nature of Eksportfinans' credit risk exposures, which are
guaranteed by highly-rated banks and the Norwegian government. We
would also consider revising the outlook to stable if
Eksportfinans made extraordinary dividend payments to its owner
banks, reducing capital substantially, though we view this as
unlikely unless in connection with a sale or structural
solution," said S&P.


* S&P Takes Ratings Actions on Portuguese Banks
Standard & Poor's Ratings Services related on May 21, 2014 that
it took various rating actions on seven Portuguese banks.
Specifically, S&P:

  -- Revised to stable from negative the outlook on Banco
     Santander Totta S.A. (Totta) and affirmed its 'BB/B' long-
     and short-term counterparty credit ratings on the bank.

  -- Revised to stable from negative the outlook on Caixa Geral
     de Depositos S.A. (CGD) and affirmed its 'BB-/B' long- and
     short-term counterparty credit ratings on the bank.

  -- Revised to stable from negative the outlook on Banco BPI
     S.A. (BPI) and its core subsidiary Banco Portugues de
     Investimento S.A., and affirmed its 'BB-/B' long- and short-
     term counterparty credit ratings on the banks.

  -- Revised to stable from negative the outlook on Banco
     Espirito Santo S.A. (BES) and its core subsidiary Banco
     Espirito Santo de Investimento S.A., and affirmed its
     'BB-/B' long- and short-term counterparty credit ratings on
     the banks.

  -- Affirmed the 'B/B' long- and short-term counterparty credit
     ratings on Banco Comercial Portugues S.A. (Millennium bcp).

The outlook remains negative.

At the same time, S&P affirmed its 'B' issue rating on the
secured guaranteed exchangeable bonds due in 2015 issued by
Controlinveste International Finance and guaranteed by Millennium


The rating actions primarily reflect S&P's view that economic and
industry risks faced by banks in Portugal are stabilizing. They
also follow the revision of S&P's outlook on Portugal to stable
from negative (see "Outlook On Portugal Revised To Stable From
Negative On Economic And Fiscal Stabilization; 'BB/B' Ratings
Affirmed," published on May 9, 2014, on RatingsDirect).

After the severe downturn, the Portuguese economy appears to be
returning to moderate growth levels, the labor market is starting
to recover, and the sovereign's fiscal metrics have stabilized.
Therefore, S&P sees the economic environment becoming somewhat
more supportive for Portuguese banks, although we consider that
the recovery will be gradual and fragile. "We expect average
real GDP will likely grow on average about 1.4% per year during
2014-2015, chiefly on the back of growth in exports, but also
thanks to some moderate improvement in domestic demand. In our
opinion, the economic recovery and the continued deleveraging of
the private sector, from high indebtedness, will support the
stabilization of Portuguese banks' asset quality. Our
expectations for banks' provisioning needs in 2014 remain high
but below last year's level. These factors have reduced
substantial pressure from our assessment of economic imbalances
and credit risk in the economy. Therefore, we now see a stable
trend for the economic risks faced by banks in Portugal," said

"At the same time, while the usage of European Central Bank (ECB)
financing in the system remains high, in our view, the funding
profile of Portuguese banks continues to rebalance thanks to the
further reduction of outstanding loans and the stabilization of
private sector deposits. In addition, improving investor
confidence in the sovereign is helping to gradually reopen banks'
access to the capital markets and to reduce their cost of
funding. Major Portuguese banks have already tapped the capital
markets in the first half of 2014 using either covered bonds or
senior unsecured instruments. Consequently, we also see a stable
trend for the industry risks that Portuguese banks face.

"The stable trends indicate that we now expect the 'bb' anchor we
apply to financial institutions operating primarily in Portugal
to remain unchanged in the medium term. The anchor is the
starting point for assigning issuer credit ratings to banks. It
remains below investment grade because of the continued risks we
see for Portuguese banks as the economy gradually recovers.

"As a result, we have revised to stable from negative the outlook
on all but one of the banks we rate in Portugal. In addition, we
have affirmed all our ratings on Portuguese banks.

"The revision of the outlooks to stable from negative on CGD,
BES, and BPI reflects our view of the stabilizing operating
environment for banks in Portugal. For BES, the stable outlook
also reflects our belief that, thanks to its recently announced
rights issue, the bank will build up a capital cushion
comfortable enough to allow it to maintain a "moderate" capital
level, according to our criteria, and to to offset the losses
that in Standard & Poor's view the bank is likely to incur in

"In the context of the stabilization of the operating environment
and following our review of recent bank-specific developments, in
general, we now see the stand-alone credit profile (SACP) of
Portuguese banks as stable. This also reflects that the banks
have addressed the key factors that were previously weighting to
the downside on the banks' business or financial profiles, such
as BES' capital position and the potential negative implications
resulting from CGD's and Millennium bcp's restructuring

"Despite our view of the stability of Millenium bcp's SACP, the
outlook on the bank remains negative. Millennium bcp is the only
bank in Portugal benefiting from potential extraordinary
government support in our ratings. In the context of the new EU
Bank Recovery and Resolution Directive (BRRD), we consider that
this support will likely decrease by year-end 2015 as resolution
frameworks are put in place (see "Ratings On Banco Comercial
Portugues Affirmed At 'B/B' Following Government Support Review;
Outlook Remains Negative," published on April 30, 2014).

"The rating action on Totta, which we consider a "highly
strategic" subsidiary for Banco Santander S.A., mirrors that on
the sovereign as we limit its long-term rating to that on
Portugal. This is because, under our criteria, uplift for the
potential for group support cannot lift the issuer credit
rating on a subsidiary that is not "core" higher than the
sovereign rating of the host country," said S&P.


"The stable outlook on CGD primarily reflects our expectation
that the bank's capital position will remain weak over the next
18-24 months, according to our criteria. We anticipate that the
positive impact from the sale of CGD's insurance division will
offset the net new losses we expect for 2014. We believe this
will allow the bank to maintain its RAC ratio in the 3.75%-4.25%
range over the next 18-24 months. While we anticipate that CGD
will be loss-making for the fourth consecutive year in 2014, in
our view, new credit losses will be in line with the system
average in Portugal and our assessment of the bank's risk
position remains "adequate". The stable outlook also reflects our
view that the bank will maintain an "adequate" liquidity
position, according to our criteria, and that CGD has made
material progress in its restructuring process. In our view, the
latter no longer represents a potential risk for the bank's
business position.

"The stable outlook on BES primarily reflects our belief that the
rights issue will allow the bank to build up a capital cushion
comfortable enough to remain moderately capitalized, despite our
expectation -- contrary to the bank's own estimates -- that 2014
will be another year of losses. We expect BES to break even in
2015 and its RAC ratio to stay between 5.5% and 6.0% at the end
of the year. We are also assuming that double leverage at the
ultimate and intermediate holding companies will not increase. We
expect asset quality indicators to stabilize this year, allowing
the bank to gradually reduce provisioning charges. In light of
BES' loan portfolio bias to corporate exposures and its higher-
than-peers balance of restructured credits, we expect its
domestic provisions to be above the system average. Despite the
significant rebalancing the bank has achieved so far and its
return to the capital markets, we believe that BES will remain
dependent on ECB borrowings by the time the long-term refinancing
operation (LTRO) expires.

"The stable outlook on BPI reflects our expectation that its
capital position -- although improving -- will remain "weak" in
the next 18-24 months, according to our criteria. We anticipate
that BPI's RAC ratio will remain between 4.3%-4.8% as organic
capital generation will continue to be modest due to low levels
of profitability. This is balanced by our view that the bank's
credit quality will remain better than the system average, in
line with its track record of superior asset quality performance.

"The negative outlook on Millenium bcp reflects our view that we
may lower the long-term counterparty credit rating by one notch
if we consider that extraordinary government support is less
predictable under the new EU legislative framework -- the EU

"The stable outlook on Totta mirrors that on Portugal as we
consider Totta to be "highly strategic" for Banco Santander S.A.
and uplift for group support does not result in the bank being
rated above its sovereign," said S&P.



                              To                 From
BICRA Group                   7                  7

Economic risk                7                  7
   Economic resilience        High risk          High risk
   Economic imbalances        High risk          High risk
   Credit risk in the economy Very high risk     Very high risk
  Economic risk trend         Stable             Negative

Industry risk                6                  6
   Institutional framework    Intermediate risk Intermediate risk
   Competitive dynamics       Intermediate risk Intermediate risk
   Systemwide funding         Very high risk     Very high risk
  Industry risk trend         Stable             Negative

* Banking Industry Country Risk Assessment (BICRA) economic risk
  and industry risk scores are on a scale from 1 (lowest risk) to
  10 (highest risk).


Ratings Affirmed; Outlook Action

                                       To            From
Banco Santander Totta S.A.
Counterparty Credit Rating            BB/Stable/B   BB/Neg/B

Caixa Geral de Depositos S.A.
Banco Espirito Santo S.A.
Banco Espirito Santo de Investimento S.A.
Banco BPI S.A.
Banco BPI, S.A. (Cayman Islands Branch)
Banco Portugues de Investimento S.A.
Counterparty Credit Rating            BB-/Stable/B  BB-/Neg/B

Ratings Affirmed

Banco Comercial Portugues S.A.
Counterparty Credit Rating            B/Negative/B

Controlinveste International Finance
Secured Debt Rating*                  B

*Guaranteed by Banco Comercial Portugues S.A.

N.B. This list does not include all ratings affected.


MARI EL REPUBLIC: Fitch Affirms 'BB' LT IDRs; Outlook Stable
Fitch Ratings has affirmed the Russian Mari El Republic's Long-
term foreign and local currency Issuer Default Ratings (IDRs) at
'BB', with Stable Outlooks, and its Short-term foreign currency
IDR at 'B'.  The agency has also affirmed the republic's National
Long-term rating at 'AA-(rus)' with Stable Outlook.

Mari El's outstanding senior unsecured domestic bonds have also
been affirmed at 'BB' and 'AA-(rus)'.


Fitch expects Mari El to continue posting sound budgetary
performance in 2014-2016, with margins comfortably at 8%-9%
(2013: 9%).  The republic's deficit before debt variation
remained at a reasonable 7.7% of total revenue in 2013 (2012:
9.6%).  The federal government's election pledges to raise public
sector salaries and fund other social programs will continue to
fuel growth of the republic's operating expenditure in the medium
term. However, the region's prudent fiscal management should help
prevent aggressive growth in opex.

Fitch expects moderate increase in the republic's direct risk to
about 50% of current revenue in 2014 and 55%-60% in 2015-2016 to
fund its forecasted budget deficit.  The republic's direct risk
rose to 47% in 2013 in line with Fitch's expectations (2012:
41%). Mari El used 2013 debt to fund some of its capital outlays
and to finance its budget deficit.  The republic's debt stock is
concentrated, with 72% of medium-term bank loans.  The rest is
accounted for by domestic bonds (14%), federal budget loans (13%)
and short-term bank loans (1%).

Fitch assesses Mari El's immediate refinancing risk as moderate,
given its plans to continue issuing medium-term bonds in 2014,
supplemented by bank loans with maturities of over 36 months.
Fitch expects the republic's contingent risk to remain limited to
the debt of its public sector entities and guarantees, and no new
guarantees are expected to be issued in 2014-2016.

Mari El's cash reserves declined to RUB264 million in 2013 from
RUB476 million a year earlier as they were used to fund the
republic's budget deficit.  Liquidity is also supported by
untapped committed credit lines totaling RUB336 million as of
end-March 2014.

Mari El's socio-economic profile is historically weaker than the
average of other Russian regions.  Its per capita gross regional
product (GRP) was about 30% lower than the national median in
2012. Mari El's economy slowed down in 2013 with GRP expanding
1.7% yoy (2012: 4.4% yoy).  The republic's administration expects
slow growth in the economy of around 3%-3.5% yoy in 2014-2016.


The ratings could be positively affected by improved budgetary
performance leading to deficit before debt decreasing below 5% of
total revenue, coupled with an extension of the debt maturity

Conversely, a downgrade or revision of the Outlook to Negative
could result from sustained deterioration of operating
performance with an operating margin below 5%, coupled with
weaker debt coverage (2013: 8 years) exceeding average debt
maturity (2013: 4 years) over the medium term.

MOSCOW STARS: Fitch Affirms 'BB' Ratings on 2 Note Classes
Fitch Ratings has affirmed Moscow Stars B.V., as follows:

Class A (ISIN: XS0307297225): affirmed at 'BBsf'; Outlook Stable
Class B (ISIN: XS0307297811): affirmed at 'BBsf'; Outlook Stable

Moscow Stars B.V. is a securitisation of mortgage loans
originated by CB Moskommertsbank (MKB; CCC).


Rating Cap

According to Fitch's criteria on legal risks in emerging market
securitizations, the notes' ratings are constrained by a maximum
six-notch uplift above MKB's Long-term Issuer Default Rating
(IDR).  As a result, the notes are capped at 'BBsf'.  In
addition, the ratings are also capped at Russia's Country Ceiling
(BBB+), as the structure does not have any mitigants for transfer
and convertibility (T&C) risk.

Performance Within Expectations

Loans in arrears by more than three months had increased to 14.5%
as of March 2014 compared with 12.3% as of March 2013.  The
increasing trend in the past year is partially due to the
depreciation of the Russian rouble in relation to US dollar,
which has put pressure on borrower affordability as the
underlying loans in the portfolio are US dollar-denominated while
the majority of borrowers generate income in local currency.
However, the increase in arrears and default is partially
mitigated by the high reserve fund (48% of current note balance),
which provides extra liquidity and subordination to the rated

Reserve Fund Increasing

The reserve fund target increased to USD19.8 million in
March 2009. Since then excess spread has been trapped to top-up
the reserve fund to its new target amount.  As of March 2014, the
reserve fund stood at USD16.5m compared to USD9.9 million at
close.  Once the reserve fund reaches its target, which is not
expected to occur in the next 18 months, it will start amortizing
until it reaches its floor amount of USD2.8m.  Proceeds released
from the reserve fund will be used to clear the principal
deficiency ledger and pay off the subordinated loan.

Sufficient Credit Enhancement (CE)

CE for class A and B has built up to 107% and 65% compared with
17% and 8% at close, as a result of sequential amortization of
the notes and the continued replenishment of the reserve fund.
Fitch considers CE for both rated tranches to be sufficient to
withstand the 'BBsf' rating stresses and expect CE to continue to
build up. For this reason, the ratings of both tranches have been
affirmed with a Stable Outlook.


A change in Russia's IDR and Country Ceiling, as well as a change
in MKB's IDR, could result in a revision of the highest
achievable ratings.

Political uncertainty, combined with a contracting economy, may
adversely affect borrower affordability which could lead to
increasing arrears and defaults.

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


The Negative Outlook reflects Fitch's concern about the region's
rapidly rising debt driven by high deficit before debt variation
and continuous pressure on rigid operating expenditure amid
deceleration of tax revenue.  The affirmation reflects the
region's still moderate direct risk, better than expected
operating performance recorded in 2013, and region's strong
industrial economy, which supports wealth metrics above the
national average.

Fitch expect direct risk will continue to grow during the next
three years, driven by the forecast deficit before debt
variation, and will reach 60% of current revenue at end-2016.
This means direct risk will have doubled compared with 31% at
end-2013. Murmansk's debt burden is still moderate compared with
national and international peers, but the expected rapid increase
in debt in 2014-2016 will cause an increase in debt servicing and
higher refinancing needs, due to the short-term debt profile.

The region's direct risk is dominated by bank loans with maturity
between one and three years; they accounted to 81% of direct risk
on 1 April 2014.  The remaining is three-year loans from the
federal budget.  Murmansk has to repay 97% of its outstanding
debt during 2014-2016.  Coupled with the weak current balance,
this means the region is highly dependent on financial market
access for debt refinancing and deficit funding.  Fitch expects
the region will be able to refinance the maturing debt with the
same banks.

Fitch expects the region's operating balance to stay between 3%-
5% of operating revenue in 2014-2016.  However, the deficit
before debt variation will remain high at above 10% of total
revenue.  In 2013 the region recorded a positive operating
balance equal to 2% of operating revenue, which was better than
Fitch expected.  This was due to the partial recovery of the tax
proceeds in 2013 driven by the improved financial results of
major local taxpayers after a sharp decline in 2012.  The
administration also exercised strict control of operating
expenditure, which was almost unchanged in 2013 from 2012.

The region's expenditure is rigid as the proportion of operating
expenditure remains high at 97% of total revenue, which leaves
little headroom. Capital outlays lag behind those of national
peers in the 'BB' category.  Fitch expects the region's capex
will average a low 12% of total expenditure in 2014-2016, given
the region's intention of limiting its budget deficit.

The regional economy has a strong industrial base as Murmansk is
home to several natural resource development conglomerates.  This
provides an extensive tax base for the region's budget and
Murmansk mostly relies on its tax revenue, which accounted for
81% of operating revenue in 2013.  However, tax revenue is highly
volatile due to concentration risk.  The aggregate contribution
of the top 10 taxpayers was about 40% of total tax revenue in


The inability to maintain a sustainable positive current balance
or a significant debt increase well above Fitch's projections
(direct risk at 40% of current revenue) in 2014 would lead to a

NORTH WESTERLY: Moody's Cuts Rating on Class E Notes to 'Caa2'
Moody's Investors Service announced that it has taken the
following rating actions on the following notes issued by North
Westerly CLO III B.V.:

EUR290M (Current outstanding balance: EUR107.4M) Class A Senior
Floating Rate Notes due 2022, Upgraded to Aaa (sf); previously on
Jul 21, 2011 Upgraded to Aa1 (sf)

EUR32M Class B Deferrable Interest Floating Rate Notes due 2022,
Upgraded to A1 (sf); previously on Jul 21, 2011 Upgraded to Baa1

EUR17M Class C Deferrable Interest Floating Rate Notes due 2022,
Upgraded to Baa3 (sf); previously on Jul 21, 2011 Upgraded to Ba1

EUR6M (Current rated balance: EUR3.4M) Class R Combination Notes
due 2022, Upgraded to Baa3 (sf); previously on Jul 21, 2011
Upgraded to Ba1 (sf)

EUR15.5M Class D Deferrable Interest Floating Rate Notes due
2022, Downgraded to B1 (sf); previously on Jul 21, 2011 Upgraded
to Ba3 (sf)

EUR14.5M (Current outstanding balance: EUR10.5M) Class E
Deferrable Interest Floating Rate Notes due 2022, Downgraded to
Caa2 (sf); previously on Jul 21, 2011 Upgraded to B1 (sf)

EUR10M (Current rated balance: EUR4.8M) Class P Combination
Notes due 2022, Downgraded to Ba3 (sf); previously on Jul 21,
2011 Upgraded to Ba2 (sf)

North Westerly CLO III B.V., issued in August 2006, is a single
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield senior secured European loans. The
transaction's reinvestment period ended in October 2012.

Ratings Rationale

The upgrades to the ratings on the Class A, Class B, Class C and
Combo R notes are primarily a result of the improvement in over-
collateralization ratios following the April 2014 payment date
when Class A notes amortized by EUR79.1M or 27.3% of their
original balance. The downgrades to the ratings of Class D, Class
E and Combo P notes are due to deterioration in the credit
quality of the underlying collateral pool.

Due to an input error in the waterfall, the transaction was
previously modelled such that interest and principal proceeds
were used to redeem the Class E notes in case of an E OC test
failure prior to paying the more senior notes. Moody's corrected
the error and the rating actions also reflect the appropriate
modelling whereby only interest proceeds are used to redeem Class
E notes until Class E OC test is cured.

As of the trustee's April 2014 report, after taking into account
the EUR79.1M amortization of Class A notes, the Class A, Class B,
Class C and Class E had over-collateralization ratios of
approximately 176%, 135%,121%,110% and 104% compared with
143.95%, 122.82%, 113.94%,106.89% and 101.50% respectively, as of
the trustee's January 2014 report.

The credit quality has deteriorated as reflected in the
deterioration in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF) and an
increase in the proportion of securities from issuers with
ratings of Caa1 or lower. The WARF Moody's used in the analysis
was 3,961, compared with 3,135 used at the last rating action in
2011. Securities with ratings of Caa1 or lower currently make up
approximately 18% of the underlying portfolio, versus 10% in

The key model inputs Moody's uses, such as par, weighted average
rating factor, diversity score and the weighted average recovery
rate, are based on its published methodology and could differ
from the trustee's reported numbers. In its base case, Moody's
analyzed the underlying collateral pool as having a performing
par and principal proceeds balance of EUR183.3M, defaulted par of
EUR16.4M, a weighted average default probability of 24.95%
(consistent with a WARF of 3,961), a weighted average recovery
rate upon default of 47.05% for a Aaa liability target rating, a
diversity score of 24 and a weighted average spread of 3.98%.

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

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 91.57% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the 8.43% 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

Methodology Underlying the Rating Action:

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

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

In addition to the base case analysis described above, Moody's
also performed sensitivity analysis on key parameters for the
rated notes, which includes deteriorating credit quality of
portfolio to address the refinancing risk. Approximately 4.55% of
the portfolio is European corporate rated B3 and below and
maturing between 2014 and 2015, which may create challenges for
issuers to refinance. Moody's considered a model run where the
base case WARF was increased to 4,056 by forcing ratings on 50%
of refinancing exposures to Ca. This run generated model 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 2) the concentration of lowly- rated debt
maturing between 2014 and 2015, which may create challenges for
issuers to refinance. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

2) Around 47.2% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

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.

UDMURTIA REPUBLIC: Fitch Lowers IDR to 'BB-'; Outlook Stable
Fitch Ratings has downgraded the Russian Republic of Udmurtia's
Long-term foreign and local currency Issuer Default Ratings (IDR)
to 'BB-' from 'BB' and affirmed the Short-term foreign currency
IDR at 'B'.  The National Long-term rating has been downgraded to
'A+(rus)' from 'AA-(rus)'.  The Outlooks on the Long-term ratings
are Stable.

The region's outstanding RUB7.8 billion senior unsecured domestic
bonds' ratings have also been downgraded to 'BB-' from 'BB' and
'A+(rus)' from 'AA-(rus)'.


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


The region's budgetary performance continued to deteriorate in
2013.  The operating balance worsened to negative 4.9% of
operating revenue due to both deceleration of revenue growth and
continuous pressure on opex.  The latter was caused by the
federal government's pledges to increase public sector salaries.
The overall budget deficit widened to 16% of total revenue in
2013 (2012: 13%) contributing to the sharp increase of direct

Fitch expects fiscal performance to partially recover from 2014
onward, which will be manifested by the restoration of a positive
operating balance and the budget deficit shrinking to below 10%
of total revenue, driven by serious capex limitation.  However,
the operating balance expected in 2014-2016 will be below
Udmurtia's 'BB' peers and the current balance will remain
negative according to Fitch's base case scenario.

Fitch believes the republic's direct risk will stabilize below
65% of current revenue in 2014-2016 supported by a narrowing
deficit. In 2013, direct risk increased sharply to 63% of current
revenue from a moderate 40% one year earlier.  However, the
region held part of the debt incurred in 2013 as cash reserves,
and plans to use the excess liquidity for deficit financing in
2014-2016, which will help contain direct risk growth.

The republic remains exposed to refinancing pressure as in 2014-
2016 it has to refinance 84% of total direct risk.  Fitch expects
the region will have no problems with refinancing in 2014 as
contracted credit lines with banks cover around 80% of
refinancing needs for 2014.  The administration plans to further
lengthen the region's debt maturity profile, but Fitch notes that
the debt payback ratio (direct risk to current balance) will
remain weak in the medium term due to negative current balance.


Russia's institutional framework for subnationals constrains the
republic's ratings.  Frequent changes in allocation of revenue
sources and assignment of expenditure responsibilities between
the tiers of government limit the republic's forecasting ability
and negatively affect its fiscal capacity and financial

Udmurtia's ratings also reflect the following rating drivers:
The republic has a well-diversified industrial sector, which is
dominated by oil extraction, metallurgy and machine building.
The republic's administration expects stability in oil extraction
and modest growth of the processing industry, contributing to GRP
growth of about 2% in 2014-2016.  In 2013 GRP growth was close to
zero in real terms.


Inability to narrow budget deficit to below 10% of total revenue
leading to debt increase far beyond Fitch expectations would lead
to a further downgrade.

Sustainable positive current balance accompanied by stabilization
of direct risk at below 70% of current revenue could lead to an


CORTEFIEL SA: Judge Orders Creditors to Vote on Debt Amendment
Julie Miecamp at Bloomberg News reports that a London judge
ordered Cortefiel SA's creditors to vote on a proposal to relax
the terms of about EUR1.2 billion (US$1.6 billion) of loans.

The company may breach its debt covenants at the end of the month
if it doesn't get approval for the amendment, Bloomberg says,
citing court document prepared by Cortefiel for the hearing

The proposal will need the backing of 75% of lenders at the
June 11 vote, Bloomberg notes.

Cortefiel got U.K. court approval for a previous loan extension
request in 2012 when it got consent to extend about EUR1.4
billion of debt, Bloomberg relates.

The Madrid-based business, which has about 1,400 stores and a
further 500 points of sale, turned to the courts after failing to
obtain a targeted 90% approval rate from lenders, Bloomberg

Cortefiel SA is the second largest apparel retailer in Spain.

FTPYME BANCAJA 2: Fitch Lowers Rating on Class C Notes to CCC
Fitch Ratings has downgraded FTPYME Bancaja 2, F.T.A.'s class B
and C notes, and affirmed class A3(G) notes as follows:

  EUR4 million Class A3(G) (ISIN ES0339751028): affirmed at
  'AA+sf'; Outlook Stable

  EUR12.1 million Class B (ISIN ES0339751036): downgraded to
  'BBBsf' from 'Asf'; Outlook Stable

  EUR4.4 million Class C (ISIN ES0339751044): downgraded to
  'CCCsf' from 'Bsf'; Recovery estimate 40%

FTPYME Bancaja 2, F.T.A., is a granular cash flow securitization
of a static portfolio of secured and unsecured loans granted to
Spanish small- and medium-sized enterprises by Bancaja (now part
of Bankia S.A rated BBB-/Negative/F3).


The downgrade of the class B notes to 'BBBsf' from 'Asf' reflects
potential volatility in the amount of excess spread available to
this class of notes.  Fitch has found that due to increasing
obligor concentration in the portfolio the structure fails to
efficiently trap excess spread and deleverage the transaction in
a 'Asf' rating stress, leading to principal shortfalls for the
class B notes.  The impact of this loss of excess spread offsets
the improved portfolio performance over the last 12 months.

The transaction features a mechanism whereby once the principal
deficiency ledger (PDL) balance exceeds the class C notional,
funds that would otherwise be used to pay class C interest are
instead applied towards the redemption of the class A3(G) and
class B notes.  This condition introduces volatility in the
amount of excess spread available to the class B notes if the PDL
balance is close to the class C notional such that the default
and recovery of a single loan can change the class C interest
deferral from period to period.  Additionally, if the class C
notes are only partially under-collateralized, principal proceeds
are used to pay class C interest, eroding credit enhancement for
all notes. The downgrade of the class C notes reflects the risk
that the notes will become under-collateralized as continuing
defaults erode the share of performing assets in the portfolio.

The affirmation of the class A3(G) notes reflects the high credit
enhancement available to the notes, which mitigates the
performance volatility observed in the portfolio.  Loans in
arrears of more than 90 days currently account for 1.8% of the
outstanding portfolio balance, down from 7.4% in May 2013.
However, during the same period the share of defaulted loans in
the portfolio increased to EUR4.8 million (19.3% of the
outstanding portfolio balance) from EUR3.7 million (12.2%).

The transaction was able to realize only limited recoveries
during the last year.  It relied on the reserve fund to provision
for defaults.  As a consequence, the reserve fund has declined to
EUR1.1 million in April 2014 from EUR3.1 million in May 2013.
The transaction considers loans in arrears of more than 18 months
as defaulted.


Applying a 1.25x default rate multiplier to all assets in the
portfolio would not result in a downgrade of the notes.

Applying a 0.75x recovery rate multiplier to all assets in the
portfolio would result in a downgrade of the notes by at most one

GRUPO EMBOTELLADOR: S&P Revises Outlook to Neg. & Affirms BB CCR
Standard & Poor's Ratings Services revised its outlook on Grupo
Embotellador Atic S.A. (Atic) to negative from stable.  At the
same time, S&P affirmed its 'BB' corporate credit and debt
ratings on the company.

The rating action reflects Atic's weaker-than-expected
performance during the fourth quarter of 2013 due to the
challenging business conditions in the markets where it operates.
The outlook revision also reflects S&P's concerns that this trend
could continue during 2014, undermining the company's
profitability, cash flow generation, key credit metrics, and
liquidity.  S&P expects the fierce competition in Thailand and
Brazil, the macroeconomic situation in Venezuela, and the impact
of the higher taxes on soft drinks in Mexico to continue
affecting the company's operations. The somewhat offsetting
factors are the company's expected better performance in
Colombia, Central America, and Peru.  Atic has implemented
several strategies to protect its sale volumes and profitability,
including the restructuring of its distribution network, changing
its product mix to increase its non-carbonated soft drink (CSD)
offering, strengthening its corporate structure and IT platforms,
and improving its cost structure, which could also partly
mitigate those challenges.

PYMES SANTANDER 9: S&P Rates EUR168MM Class B Notes 'B-'
Standard & Poor's Ratings Services assigned credit ratings to
Fondo de Titulizacion de Activos PYMES SANTANDER 9's class A and
B notes.

The issuer is a "fondo de titulizacion de activos" (a Spanish
special-purpose entity established to issue the notes), which S&P
considers to be in line with its European legal criteria.

"Our ratings on the class A and B notes reflect our assessment of
the transaction's credit and cash flow characteristics, as well
as our analysis of the transaction's exposure to counterparty,
legal, and operational risks. For the class A notes, our analysis
indicates that the available credit enhancement is sufficient to
mitigate the transaction's exposure to credit and cash flow risks
at a higher rating level than 'A'. We consider that the class
A notes can withstand all of our relevant cash flow stresses
applicable at a 'AA+' rating level. However, the transaction's
exposure to counterparty risk caps at 'A (sf)' our rating on the
class A notes under our current counterparty criteria," said S&P.

This transaction is exposed to counterparty risk through Banco
Santander S.A. as the bank account provider, holding the payment
account and the cash reserve account. Banco Santander is also the
originator and servicer of the loans. The documented downgrade
provisions state that if our rating on the bank account
provider falls below 'BBB/A-2', the issuer would have to find a
suitably rated replacement within 60 calendar days. Banco
Santander would bear any costs arising from the remedy action.
This counterparty risk exposure is classified as "bank account
limited" under our current counterparty criteria, which cap
the transaction's maximum achievable rating at 'A (sf)'.

"Our European small and midsize enterprise (SME) collateralized
loan obligation (CLO) criteria contain supplemental stress tests
(see "European SME CLO Methodology And Assumptions," published on
Jan. 10, 2013). We determined that the maximum achievable rating
for the class A notes is 'A (sf)'. Consequently, the largest
industry and the largest region default tests are not applicable
under our criteria. The transaction's current capital structure
passes the largest obligor default test, which is the only stress
test applicable under our criteria," said S&P.

At closing, the transaction has a reserve fund, which provides
credit enhancement to the class A and B notes. This pays interest
and principal shortfalls on the class A and B notes during the
transaction's life. A subordinated loan provided by Banco
Santander at closing funds the reserve fund. The reserve fund's
initial amount is 20% of the initial collateral balance, and the
issuer deposited it in the treasury account held with Banco

The total available credit enhancement for the class A notes will
be 53.66%, which subordination and the reserve fund provides. The
available credit enhancement for the class B notes will be 20%,
which only the reserve fund provides.

There is no interest rate swap agreement to hedge the
transaction's exposure to interest rate risk arising from the
mismatch between the interest rate paid under the assets and the
interest rate paid under the notes.

As is typical in other Spanish transactions, interest and
principal is combined into a single priority of payments, with an
interest deferral trigger for the class B notes, based on
cumulative defaults. Interest on the class B notes is postponed
if cumulative defaults reach 5% of the initial collateral
balance. Principal for the class B notes is fully subordinated to
the class A notes.

The class A and B notes pay a floating rate of interest quarterly
(three-month Euro Interbank Offered Rate [EURIBOR] plus a 0.75%
and 0.80% margin, respectively).

PYMES SANTANDER 9 securitizes a static pool of secured and
unsecured loans, which Banco Santander granted to Spanish SMEs
and self-employed borrowers.


Fondo de Titulizacion de Activos, PYMES SANTANDER 9
EUR500 Million Asset-Backed Floating-Rate Notes

Class    Rating              Amount
                           (mil. EUR)

A        A (sf)              331.70
B        B- (sf)             168.30


SSAB AB: S&P Lowers CCR to 'BB-' Over Ongoing Volatile Results
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Swedish steelmaker SSAB AB to
'BB-' from 'BB'.  The outlook is stable.

At the same time, S&P lowered its issue rating on SSAB's senior
unsecured debt to 'BB-' from 'BB'.  The recovery rating on this
debt is unchanged at '3', indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.

"The downgrade reflects the downward revision of our assessment
of SSAB's competitive position to "weak" from "fair," to reflect
the high volatility of the company's earnings.  In our view,
SSAB's earnings are less predictable and more volatile than those
of its peers.  We therefore believe that, despite the more
positive sentiment in the European and U.S. steel markets in the
first quarter of this year, SSAB's 2014 EBITDA will be slightly
below Swedish krona (SEK) 2.8 billion (falling short of our
November 2013 working assumption of SEK3 billion), although it
will be higher than the SEK1.3 billion trough in 2013," S&P said.

"Our revised EBITDA forecast takes into account a lower profit
contribution than we previously assumed from the U.S. in the
first quarter, and lower contributions from APAC.  We also
believe that SSAB's credit metrics will remain depressed for
longer than we previously anticipated, while further
profitability improvements are subject to several factors.  These
factors include the sustainability of the recent improvement in
U.S. plate margins; the company's success in increasing its
production volumes of specialty steels, which in the past has
been slower than we anticipated; and the European steel
environment," S&P added.

"On the positive side, we acknowledge the progress that SSAB has
made in its merger with Finnish steelmaker Rautaruukki Oyj
(Ruukki).  The merger recently received the approval of SSAB's
shareholders and the support of Ruukki's main shareholder.  SSAB
is now expecting the merger to close in the third quarter of the
year.  In our view, the merger should be a means of dealing with
existing overcapacity in the Nordic region and enhance the
combined entity's asset portfolio, as well as its production
diversification and geographical outreach.  SSAB estimates that
the available synergies amount to Swedish krona (SEK) 1.4 billion
and anticipates that they will take up to three years to fully
materialize.  In our view, these synergies should help SSAB
improve profitability and the European division's return on
capital over time.  As a result, we are now incorporate the
merger with Ruukki into our base-case scenario, and continue to
assess the business risk profile of the combined entity as
"fair"," S&P noted

"Our forecast of SSAB's EBITDA at slightly below SEK2.8 billion
in 2014 is based on the results for the first quarter of 2014,
and on our estimation of a strong second quarter on the back of
improved U.S. plate margins.  In the first quarter of 2014, SSAB
achieved Standard & Poor's-adjusted EBITDA of SEK0.6 billion,
slightly below our forecast of last November.  This should
translate into adjusted funds from operations (FFO) to debt
recovering to about 12% this year and to 15% or above in 2015,
the lowest level that is commensurate with the current rating,"
S&P said.

This scenario takes into account:

   -- A modest increase in apparent steel consumption of 3%-4% in
      the U.S. and 1%-2% in Europe in 2014.

   -- A further gradual improvement in U.S. plate margins in the
      second half of the year, although first-quarter margins
      were below S&P's November expectations.

   -- Slow growth in the demand for SSAB's specialty steel
      products. (Current production volumes are lower than before
      SSAB's investments in new facilities.)

   -- Low contribution from China compared to the past, as key
      end markets experience a slowdown.

After the merger with Ruuki, S&P projects EBITDA of SEK4.5
billion-SEK5.0 billion for the combined entity in 2015, factoring
in some improvement in margins and market conditions, as well as
part of the targeted SEK1.4 billion in synergies.  At the same
time, S&P estimates that SSAB's debt will reach SEK23 billion by
the end of 2014, compared with SEK15 billion on a stand-alone
basis.  This should translate into adjusted FFO to debt for the
combined entity of 15% or above in 2015.

The stable outlook reflects S&P's view that SSAB's operating
performance will improve in 2014 and 2015, on the back of a
stronger market environment in the U.S., coupled with market
benefits and synergies from the merger with Ruukki.  The outlook
also reflects S&P's view that the merger should support the
gradual strengthening of SSAB's key credit ratios -- most notably
FFO to debt of 15% or above in the course of 2015.

While S&P considers that the merger with Ruukki will bring
meaningful operating benefits, any delay to the merger would not
necessarily affect the rating.  However, a negative development
in this respect may delay SSAB's ability to strengthen its credit

Downside scenario

The rating could come under pressure if the recent recovery in
U.S. plate margins was short-lived or not sustainable, notably if
imports into the U.S. increased.  Furthermore, the rating could
come under pressure if SSAB was unable to raise its share of
specialty steel products from current levels.  A delayed recovery
of adjusted FFO to debt such that it remained at less than 15% in
2015 would also result in downward rating pressure.

Upside scenario

An upgrade over the medium term would require a material
improvement in the European steel industry, together with
stronger profit generation as a result of the merger with Ruukki.
In addition, an upgrade would require SSAB to reduce its high
leverage such that it can sustain adjusted FFO to debt at or
above 20%-25%.


TEKSTIL BANKASI: Fitch Puts 'B+/B' IDRs on Watch Positive
Fitch Ratings has placed Turkey's Tekstil Bankasi A.S.
(Tekstilbank)'s Long- and Short-term foreign and local currency
Issuer Default Ratings (IDRs), National Long-term and Support
Ratings on Rating Watch Positive (RWP).

The RWP follows Industrial and Commercial Bank of China's (ICBC;
A/Stable) purchase of 75.5% of Tekstilbank's equity from the
bank's current owner GSD Holding.  The acquisition is pending
regulatory and GSD Holding shareholders' approval.

KEY RATING DRIVERS - IDRS, National and Support Ratings

Fitch views ICBC's ability to support Tekstilbank, if ever
needed, as very high given its rating level and Tekstilbank's
small balance sheet relative to ICBC's, which should limit the
potential cost of support for ICBC.  Fitch will assess ICBC's
propensity to support Tekstilbank as more information on the
acquisition is available.


The RWP will be resolved upon completion of the transaction. If
the acquisition is successful, the bank will likely see a multi-
notch upgrade of its Long-term IDRs, National and Support
Ratings. The bank's Long-term foreign currency IDR will most
likely be upgraded to 'BBB', Turkey's Country Ceiling.

The rating actions are as follows:

Tekstil Bankasi

  Long-Term Foreign and Local Currency IDRs: 'B+'; Rating Watch

  Short-Term Foreign and Local Currency IDRs: 'B'; Rating Watch

  Viability Rating: 'b+'; unaffected

  Support Rating: '5'; Rating Watch Positive

  Support Rating Floor: 'No Floor'; unaffected

  National Long-Term Rating: 'A(tur)'; Rating Watch Positive


ODESSA REGION: Fitch Affirms 'CCC/C' IDRs; Outlook Negative
Fitch Ratings has affirmed Ukrainian Odessa Region's Long-term
foreign currency Issuer Default Ratings (IDRs) at 'CCC' and
Short-term foreign currency IDR at 'C'.  Fitch has also affirmed
the region's Long-term local currency IDR at 'B-' and National
Long-term rating at 'AA-(ukr)'.  The Outlooks on the Long-term
local currency IDR and National Long-term rating are Negative.


The region's ratings are constrained by the ratings of Ukraine
(CCC/B-/Negative). Political risk in Ukraine remains high and the
transition of power has a range of potential outcomes,
complicating any firm judgments.  Fitch assesses the
institutional framework governing Ukrainian regions as weak.  It
lacks clarity and sophistication, hindering long-term development
and budget planning of the subnationals.  In Fitch's view, the
political crisis in Ukraine has escalated since the last review
of the Odessa region, leading to further deterioration of the
Ukraine's institutional framework.

Odessa is free of direct debt and guarantees.  Ukrainian law
prevents regional governments from borrowing or issuing
guarantees, limiting their financing ability.  Fitch considers
that regional public companies' liabilities do not represent a
material risk on the region's budget given the legal context,
although no individual data on these entities has been provided.
Fitch notes that possible changes in the institutional framework
for Ukrainian subnationals after the national presidential
election in May 2014 could lead to a deterioration of the
region's debt position.

Fitch expects Odessa region's operating balance will remain close
to its 2013 level in the medium term although the current
political instability in Ukraine complicates any conceptual
forecasting.  In 2013 the operating balance remained adequate
despite deteriorating to 6.4% of operating revenue (2012: 11.9%)
due to the deceleration of revenue base growth.  The region
recorded minor surpluses on its total budget as it cannot
contract any debt to finance the deficit.

As Ukraine's largest region by territory, Odessa hosts eight sea
and river ports and its economy is well-diversified across
several sectors.  A significant share of the region's economy
relies on trade, agriculture and other services sectors not
properly captured by the national statistics.  This is partly
attributable to the region's per capita wealth indicators being
slightly behind the national average level.


Any downgrade of Ukraine would lead to a downgrade of the
region's IDRs. A downgrade could also result from materialization
of any unfavorable changes in the institutional framework for
Ukrainian subnationals that would lead to weaker budgetary
performance and to a significant deterioration in the region's
debt position.

Conversely, a sovereign upgrade could lead to an upgrade of the
region's ratings, provided the region maintains a stable
operating performance and direct risk does not significantly

U N I T E D   K I N G D O M

BARINBROOK LIMITED: Corby Hotel Sold Out of Administration
Zolfo Cooper has sold the 71-room Best Western Rockingham Forest
Hotel in Corby operated by Barinbrook Limited (formerly Akkeron
Hotels (Admiral) Limited). Nick Cropper, Peter Holder and Anne
O'Keefe, partners at Zolfo Cooper, were appointed administrators
on Feb. 26, 2014.

This sale ensures the future of an important local business and
secures the jobs of 51 employees. It follows the successful sale
of six other hotels operated by the Barinbrook group as a going
concern earlier this year, saving an additional 172 jobs.

Nick Cropper, Partner at Zolfo Cooper, said: "We are delighted
with the outcome achieved and would like to thank the staff for
their support and professionalism during this process".

CAPITAL BORDEAUX: Court Winds Up Firms in Wine Investment Scams
Capital Bordeaux Investments Limited and Capital Bordeaux
Investment Corporate Limited, two London-based companies that
claimed they could help victims of previous wine investment
scams, have been wound up in the High Court following an
investigation by the Insolvency Service.

Capital Bordeaux Investments Limited targeted victims of previous
wine investment companies and falsely represented that it could
assist them in recovering their losses. Instead, the company
solicited further investment from these victims on the basis of
false and misleading information. Investors were told that the
company would be able to recover and sell their previous wine
investments - even if these were made through a company which had
gone into liquidation - but the investor was required to buy more
wine through Capital Bordeaux Investments Limited.

The companies were wound-up on May 14, 2014.

Commenting on the case, Colin Cronin, an Investigation Supervisor
with the Insolvency Service, said,

"These companies cynically targeted people who had already lost
money in other wine investment scams and exploited their desire
to try and recover some of their original investment. The
companies were incapable of recovering such losses.
Significantly, none of the funds received from investors were
used to buy wine and were instead used for the benefit of those
in control of the companies.

"I would urge victims of wine investment scams to exercise great
caution if approached by companies which purport to be able to
assist in recovering their past losses."

Capital Bordeaux Investment Corporate Limited facilitated the
operation of this business by allowing its bank account to be
used to receive the investment monies. Its bank account shows
receipts of GBP243,980.

The investigation found no evidence to show that any wine was
bought by either Capital Bordeaux Investments Limited or Capital
Bordeaux Investment Corporate Limited; or to show that either
company made any attempts to, or had any ability to, recover
previous losses suffered by investors.

CUCINA ACQUISITION: S&P Affirms 'B-' LT Corp. Credit Rating
Standard & Poor's Rating Services affirmed its 'B-' long-term
corporate credit rating on the U.K.-based food services supplier
Cucina Acquisition (UK) Ltd. (Cucina), the holding company of
Brake Bros Ltd. The outlook is stable.

"Furthermore, we affirmed our 'B-' ratings on the GBP200 million
7.125% senior secured notes issued through orphan special-purpose
vehicle Brakes Capital, incorporated in the Cayman Islands, and
the 'B-' rating on the back-to-back loan (E1 facility) borrowed
by Cucina from Brakes Capital. The notes and E1 facility are
proposed to be upsized to GBP460 million. The recovery rating on
the loan is '4', reflecting our expectation of average (30%-50%)
recovery in the event of a payment default," said S&P.

"At the same time, we assigned our 'B-' issue rating to the
proposed EUR150 million senior secured floating-rate notes issued
through Brakes Capital," said S&P.

"In addition, we assigned our 'B-' issue rating to the EUR150
million back-to-back loan (E2 facility) borrowed by Cucina from
Brakes Capital. The recovery rating on this loan is '4',
reflecting our expectation of average (30%-50%) recovery in the
event of a payment default," said S&P.

The affirmation follows the group's announced intention to
partially refinance its existing bank debt through a proposed
EUR150 million senior secured floating-rate notes issuance and a
proposed GBP260 million tap of its existing GBP200 million 7.125%
senior secured notes due 2018.

The ratings on Cucina primarily reflect S&P's view of the group's
elevated debt and resulting "highly leveraged" financial risk
profile. Following the partial refinancing, Cucina's Standard &
Poor's-adjusted debt is likely to include the following on
Dec. 31, 2014:

-- More than GBP1.9 billion of on-balance-sheet debt made up of
    bank facilities, shareholder loans, and senior secured notes;
    GBP160 million of off-balance obligations for operating

-- About GBP40 million of postretirement benefit obligations;

-- Unamortized debt issuance costs in excess of GBP20 million.

The stable outlook reflects S&P's view that Cucina will continue
to post 1%-3% revenue growth and moderately improve its margins
through its ongoing efficiency programs. The stable outlook also
encompasses S&P's assessment of the group's liquidity and
covenant headroom as "adequate" on completion of the refinancing.

"At this time, an upgrade is unlikely, but could result from
lower overall debt or significant outperformance against our
base-case assumptions. This could be reflected in cash debt to
EBITDA of less than 5x or cash interest coverage of sustainably
more than 3x," S&P said.

"A negative rating action could result from deteriorating
liquidity. Additionally, the loss of volumes from key customers,
unsuccessful optimization of the distribution network,
significant debt-financed acquisitions, or declining credit
metrics could also trigger a negative rating action," S&P added.

INMARSAT FINANCE: S&P Rates New US$1-Bil. Senior Notes 'BB+'
Standard & Poor's Ratings Services assigned its 'BB+' issue
rating to the proposed $1 billion senior notes due 2022 to be
issued by Inmarsat Finance PLC and guaranteed, on a subordinated
basis, by Inmarsat Group Ltd. and certain of its subsidiaries.
Inmarsat Finance and Inmarsat Group are themselves subsidiaries
of U.K.-based mobile satellite services operator Inmarsat PLC

The recovery rating on the proposed senior notes is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.  The recovery rating reflects S&P's
understanding that Inmarsat will use the proceeds of the proposed
notes to fully repay its existing $850 million senior notes due


The proposed $1 billion senior notes will rank junior to the
existing senior credit facilities -- including the secured
revolving credit facility (RCF), European Investment Bank
facility, and the Export-Import Bank of the United
States (Ex-Im) facility -- as per the intercreditor agreement in
place. In addition, the notes will be guaranteed on a
subordinated basis by Inmarsat Group Ltd. and certain of its

The proposed notes will be governed by the same documentation as
the existing notes, with only one major change -- a permitted
liens test based on a higher consolidated senior secured leverage
ratio of 3.5x instead of 2.0x. "We anticipate that the company
will continue to draw on its RCF and Ex-Im facility to fund its
last year of intense capital expenditure. The higher covenant
will therefore leave the company with some additional headroom
before it reaches the cap," said S&P.

"To determine recoveries, we simulate a hypothetical default
scenario. Our hypothetical default scenario assumes that Inmarsat
would most likely default due to its inability to refinance its
senior secured RCF in 2016 as a result of excessive leverage and
a significant deterioration in market conditions," said S&P.

"We value Inmarsat on a going-concern basis, given the nature of
its assets and high barriers to entry in the satellite
communications industry. However, we believe that recovery values
are likely to be intrinsically linked to the value of the
satellites, and to a certain extent, the value of certain
frequencies owned. We therefore use a discrete-asset valuation to
estimate the value available to creditors," according to S&P.

MOY PARK: S&P Assigns Prelim. 'B' Corp. Credit Rating
Standard & Poor's Ratings Services assigned its preliminary 'B'
long-term corporate credit rating to U.K.-based poultry producer
Moy Park Holdings Europe (Moy Park). The outlook is positive.

"At the same time, we assigned our preliminary 'B' issue rating
to the proposed senior unsecured notes to be issued by Moy Park
(Bondco) PLC. The recovery rating on the notes is '4', indicating
our expectation of average (30%-50%) recovery prospects in the
event of a payment default," said S&P.

The final ratings will depend on S&P's receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings 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.

"The preliminary rating on Moy Park reflects our assessments of
the group's business risk profile as "weak" and financial risk
profile as "significant." The combination of these assessments
leads to an anchor of 'bb-' on Moy Park. Since the modifiers have
no impact on the anchor, our stand-alone credit profile (SACP) on
Moy Park is at the same level of 'bb-' (see Ratings Score
Snapshot below). We consider Moy Park to be "highly strategic" to
its ultimate parent Marfrig Global Foods S.A. This results in us
aligning the corporate credit rating on Moy Park with the 'B'
group credit profile (GCP) on Marfrig Global Foods," said S&P.

"Moy Park's "weak" business risk profile reflects its limited
product portfolio, with a focus on poultry; its low geographic
diversification, with concentration in the U.K. and France; and
EBITDA margins of about 7%, which we consider "below average" for
the nonalcoholic beverage and packaged food sector (for further
details see "Key Credit Factors For The Branded Nondurables
Industry," published Nov. 19, 2013, on RatingsDirect)," according
to S&P.

"These risks are partly mitigated by stable growth rates in food
retailing, especially in the U.K., which in our opinion are
likely to continue. We take a positive view of Moy Park's market
diversification into Continental Europe, along with its
specialized pricing model for passing on feed prices, which we
consider one of the biggest challenges facing the business," said

Moy Park is the second-largest poultry producer in the U.K. after
Boparan Holdings Ltd., with a 25% share of the total U.K. poultry
production market. Furthermore, Moy Park has leading shares of
46% in the ready-to-eat poultry segment and 52% in the chilled
fresh coated poultry segment.

Moy Park's "significant" financial risk profile reflects our
base-case forecast of stable free operating cash flow of about
GBP25 million to GBP30 million for the next 12-18 months, and the
group's ability to maintain debt to EBITDA within the 3x-4x

"We cap our SACP on Moy Park at the level of the 'B' GCP on
Marfrig Global Foods. The 'B' GCP is in line with our 'B' long-
term corporate credit rating on Marfrig Global Foods. We cap the
SACP at the level of the GCP in accordance with our "Group Rating
Methodology" criteria, published on Nov. 19, 2013," said S&P.

These criteria define the categories that indicate S&P's view of
the likelihood that an entity will receive support from its
parent. OS&P's opinion that Moy Park is "highly strategic" to
Marfrig Global Foods is based on the following considerations:

  -- S&P believes that Marfrig Global Foods is unlikely to sell
Moy Park in its entirety in the near term.  Both Moy Park and
Marfrig Global Foods operate in the same line of business,
although their geographical markets are different.  Marfrig
Holdings Europe B.V., which is Moy Park's immediate parent, has a
strong, long-term commitment of support from group senior
management, and S&P believes that incentives for providing such
support exist both in good times and stressful conditions.  The
positive outlook on Moy Park is in line with the positive outlook
on Marfrig Global Foods.  An upgrade of Marfrig Global Foods
could trigger an upgrade of Moy Park since S&P caps the rating on
Moy Park at the level of the GCP.

-- The positive outlook on Marfrig Global Foods reflects the
possibility of an upgrade if the group continues to deleverage by
increasing its operating and free cash flow generation as it
improves its working capital management.

-- An upgrade of Moy Park is also contingent on the group
maintaining positive free operating cash for the next 12-18
months, and debt to EBITDA within the 3x-4x range commensurate
with the "significant" financial risk profile category.

Downside scenario

"We could revise the outlook on Moy Park to stable if we revise
that on Marfrig Global Foods to stable. An outlook revision to
stable could occur if Marfrig Global Foods' credit quality
deteriorates, or if the group's recent acquisition of Keystone
Foods poses integration risk and the group is unable to deliver
synergies that we forecast under our base-case scenario.

"Furthermore, we could revise the outlook on Moy Park to stable
if the group's performance and cash generation deteriorate
because of a product recall or contamination, thereby impairing
its ability to generate stable and sizable cash flow," said S&P.

MUSTANG MARINE: Consortium Buys Business Out of Administration
BBC News reports that Mustang Marine has been bought out of
administration, saving 30 jobs.

Mustang Marine, based at Pembroke Dock, fell into administration
earlier this year after making significant losses when key
contracts overran, BBC recounts.

The consortium of nine individuals will continue with existing
projects, including a tidal energy turbine in Ramsey Sound, BBC

Mustang Marine is a boatbuilding and repair firm in

PHARMACY PLUS: Zolfo Cooper Appointed as Administrators
Richard Frost at Insider Media reports that Pharmacy Plus, a
GBP15.8 million-turnover pharmacy in Bristol, which employs
almost 200 staff, has collapsed.

Pharmacy Plus entered administration on May 19, 2014, when LA
Causer, RK Grant and AC O'Keefe of insolvency practice Zolfo
Cooper were appointed joint administrators, the report discloses.

Insider Media, citing company's latest set of accounts, says
Pharmacy Plus posted a turnover of GBP15.8 million in the year
ending July 31, 2012. However, it also recorded pre-tax losses of
GBP449,345 over the same period.

The results also show that the business had an average of 198
employees, split between distribution (99), production (52),
administration (35) and management (12), the report relays.

Pharmacy Plus was established in 1994. The company is
headquartered on Stapleton Road in Bristol.

THESIS: Fitch Affirms 'CCCsf' Ratings on 2 Note Classes
Fitch Ratings has affirmed The Higher Education Securitised
Investment No.1 plc (Thesis), as follows:

  GBP29.4 million Class A3 notes affirmed at 'CCCsf'; Recovery
  Estimate (RE) 40%

  GBP7.9 million Class A4 notes affirmed at 'CCCsf'; RE 40%

Thesis is a securitization of floating-rate student loan
receivables, originated in the UK by the government-owned Student
Loan Company Limited, with final legal maturity in April 2028.

Key Rating Drivers

The affirmation reflects the transaction's stable performance
since the last review.  The 'CCCsf' rating reflects the
uncertainty regarding the full repayment of the class A3 and A4
notes, which in Fitch's opinion no longer benefit from any
sizeable margin of safety.

In Fitch's opinion, the transaction is in negative excess spread,
meaning that some principal collections are used to pay for
senior fees and interest due on the accrual facility and the
remaining notes.  According to Fitch's calculations, excess
spread for the April 2014 collection period would be -0.43% of
the qualifying portfolio per year.  In the agency's view, the net
redemption of the accrual facility, which provides liquidity
support to the transaction, is due to the receipt of proceeds
from loan cancellations.

The non-defaulted loan portfolio now comprises around 87.8% of
deferred loans, 6% of loans in repayment status without arrears,
and 6.2% of loans in repayment status with arrears.  The large
proportion of deferred loans does not in itself impair the
transaction, as the UK government is essentially committed to
compensate the issuer for any loan still outstanding 25 years
after origination, if not in arrears, at principal plus any
unpaid accrued interest.  The subsidy paid by the UK government
ensures a net asset yield, after subsidy, of one month LIBOR plus
1.482% per year of the non-defaulted portfolio balance.

The impairment of the rated notes may arise from defaults on
loans in repayment status, or on loans currently on deferment and
moving to repayment status as a result of the borrower's
improving income.  The current impairment of the junior, non-
rated notes in the transaction comes from the cumulative defaults
of around GBP118m to date, the equivalent of 11.6% of the closing
portfolio balance.  The class A3 and A4 notes, which rank equally
in the priority of payments, currently benefit from credit
enhancement of 8.1%.

Rating Sensitivities

Fitch estimates that the class A3 and A4 notes would be fully
repaid if no more than 12% of the loans in deferment became
eligible for repayment and subsequently defaulted.  This takes
into account the negative excess spread in the transaction.
Under the agency's calculations, the loss severity on the class
A3 and A4 notes could reach 50% of their April 2014 balance if
25% of the loans became eligible for repayment and subsequently

* UK: Expert Sees Increase in Insolvencies
Andover Advertiser reports that retail sales are on the up but a
business expert is predicting an increase in insolvencies to
accompany the economic upswing.

Andover Advertiser says James Stares, chairman of the Southern
Committee of R3, which brings together insolvency practitioners
from local law and accountancy firms sees trouble ahead.

"As the economy starts to pick up, businesses are exposed to new
stresses and strains: cash reserves, exhausted by a
recession, begin to run out; creditors can become less patient;
businesses can grow faster than cash flow or supply chains can
cope with and the consequences of failing to invest during a
recession can be felt," Andover Advertiser quotes Mr. Stares as

"It's likely that Hampshire's high streets will feel this the
most, with retailers and pubs and restaurants among the hardest

"Our recent research has shown that while the percentage of
retail businesses in the South East at risk of failure has gone
down slightly, almost a third have a higher than normal risk of

"Similarly, 40 per cent of restaurants/pubs have a heightened

"While it would be bad news to see yet more shops, pubs and
restaurants close across the county, a rise in corporate
insolvencies could be seen as confirmation that economic recovery
is really under way," Mr. Stares, as cited by Andover Advertiser,


Author: Thomas Alvin Boyd
Publisher: Beard Books
Softcover: 242 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
Charles Kettering was born on a farm in northern Ohio in 1876.
He once said, "I am enthusiastic about being an American because
I came from the hills in Ohio. I was a hillbilly. I didn't know
at that time that I was an underprivileged person because I had
to drive the cows through the frosty grass and stand in a nice
warm spot where a cow had lain to warm my (bare) feet. I thought
that was wonderful. I walked three miles to the high school in a
little village and I thought that was wonderful, too. I thought
of all that as opportunity. I didn't know you had to have money.
I didn't know you had to have all these luxuries that we want
everybody to have today."

Charles Kettering is the embodiment of the American success
story. He was a farmer, schoolteacher, mechanic, engineer,
scientist, inventor and social philosopher. He faced adversity
in the form of poor eyesight that plagued him all his life. He
was forced to drop out of college twice due to his vision before
completing his electrical engineering degree.

Kettering went on to become a leading researcher for the U.S.
automotive industry. His company, Dayton Engineering
Laboratories, Delco, was eventually sold to General Motors and
became the foundation for the General Motors Research
Corporation of which Kettering became vice president in 1920. He
154is best remembered for his invention of the all-electric
starting, ignition and lighting system for automobiles, which
replaced the crank. It first appeared as standard equipment on
the 1912 Cadillac.

Kettering held more than 300 patents ranging from a portable
lighting system, Freon, and a World War I "aerial torpedo," to a
device for the treatment of venereal disease and an incubator
for premature infants. He conceived the ideas of Duco paint and
ethyl gasoline, pursued the development of diesel engines and
solar energy, and was a pioneer in the application of magnetism
to medical diagnostic techniques.

This book shows the wisdom and common sense of Kettering's
approach to engineering and life. It received favorable reviews
when was first published in 1957. The New York Times called it
an "old-fashioned narrative biography, written in clean,
straight-line prose-no nuances, no overtones, .but with enough
of Kettering's philosophy and aphorisms, his tang and humor, to
convey his personality." The New York Herald Tribune Book Review
said, "(t)his lively book is particularly successful in its
reflection of Kettering's restless, searching mind and tough

Kettering once showed a passing tramp the "fun" of digging holes
properly and gave him a job. The man, then promoted to foreman,
later told Kettering, "(i)f only years ago someone had taught me
how much fun it is to work, when a fellow tries to do good work,
I would never have become the bum I was." Kettering once
advised, ".whenever a new idea is laid on the table it is pushed
at once into the wastebasket. (i)f your idea is right, get to
that wastebasket before the janitor. Dig your idea out and lay
it back on the table. Do that again and again and again. And
after you have persisted for three or four years, people will
say 'Why, it does begin to look as through there is something to
that after all.'"

Charles Kettering died on November 24, 1958.

Thomas Alvin Boyd was a chemical engineer and a member of
Charles Kettering's research staff for more than 30 years.


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  Go to order any title today.


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

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

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

This material is copyrighted and any commercial use, resale or
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

                 * * * End of Transmission * * *