TCREUR_Public/140606.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, June 6, 2014, Vol. 15, No. 111

                            Headlines

B E L A R U S

BPS-SBERBANK: S&P Withdraws 'B-/C' Counterparty Credit Ratings


B U L G A R I A

UNITED BULGARIAN: S&P Raises Counterparty Credit Rating to 'B'


F R A N C E

VIVARTE: Lenders Propose EUR2 Billion Debt-for-Equity Swap


G R E E C E

FRIGOGLASS SAIC: S&P Lowers CCR to 'B+'; Outlook Stable
FREESEAS INC: Repays US$37.6 Million Credit Suisse Debt


I R E L A N D

COPPER BAR: Judge Confirms Joseph Walsh as Examiner


I T A L Y

ATLANTE FINANCE: Fitch Affirms 'BB' Rating on Class C Notes
MARCHE MUTUI: Moody's Cuts Rating on EUR15.8MM Cl. C Notes to B1
SIENA SME: Moody's Puts 'Caa1' Rating on Review for Downgrade


L U X E M B O U R G

CONTOURGLOBAL POWER: Moody's Assigns B3 Rating to US$400MM Notes


N E T H E R L A N D S

FAB CBO 2002-1: Moody's Affirms Ca Rating on EUR16MM Notes


P O R T U G A L

PORTUGAL: Moody's Publishes Covered Bonds Quarterly Review


R O M A N I A

HIDROELECTRICA SA: Debts Fell 64% to RON1.54 Billion


S P A I N

BANKINTER 10: S&P Lowers Rating on Class D Notes to 'B'
BARCLAYS BANK: S&P Lowers Counterparty Credit Rating to BB
CEMEX SAB: EU Regulators to Clear Holcim, Firm Deal in Germany
FTPYME BANCAJA 3: Fitch Lowers Rating on Class D Notes to 'CCsf'


T U R K E Y

TURK TELEKOM: S&P Assigns 'BB+/B' Corporate Credit Ratings


U K R A I N E

ROSUKRENERGO AG: Gazprom Commences Liquidation Process


U N I T E D   K I N G D O M

EPIC PLC: S&P Raises Rating on Class F Notes to 'B+(sf)'
SOUTHERN PACIFIC: S&P Raises Ratings on 3 Note Classes to BB
STONEGATE PUB: S&P Assigns 'B+' CCR; Outlook Stable
TRAGUS GROUP: Unveils Terms of Company Voluntary Arrangement


X X X X X X X X

* BOOK REVIEW: CHARLES F. KETTERING: A Biography


                            *********



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B E L A R U S
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BPS-SBERBANK: S&P Withdraws 'B-/C' Counterparty Credit Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-/C' long- and
short-term counterparty credit ratings on Belarus-based bank BPS-
Sberbank.  S&P subsequently withdrew the ratings at the bank's
request.  At the time of the withdrawal, the outlook was stable.

The affirmation reflected S&P's opinion that BPS-Sberbank's
business and financial position remained consistent with the
rating level, although the domestic operating environment in
Belarus remained difficult.

The ratings on BPS-Sberbank reflected the 'b-' anchor S&P applies
to financial institutions operating in Belarus.  The ratings also
reflected the bank's "adequate" business position, "weak" capital
and earnings, "adequate" risk position, "average" funding, and
"adequate" liquidity, as S&P's criteria define these terms.

S&P's assessment of BPS-Sberbank's business position as adequate
was based on the bank's good franchise and market position in
Belarus.  As of March 31, 2014, BPS-Sberbank was the third-
largest bank in Belarus and had Belarusian ruble (BYR) 35.2
trillion (about US$3.5 billion) in total assets and a market
share close to 10%.  S&P considered BPS-Sberbank to be a
"strategically important" subsidiary of Sberbank, which is the
largest bank in Russia.

Although S&P assessed BPS-Sberbank's capital and earnings as
weak, this assessment is a neutral rating factor for banks with a
'b-' anchor under S&P's criteria.  S&P's risk-adjusted capital
(RAC) ratio for the bank was 3.2% on Dec. 31, 2013.  S&P
considered that this materially constrained the bank's business
development.  S&P understands that Sberbank may support BPS-
Sberbank by injecting further Tier 1 and Tier 2 capital in the
medium term, supporting the bank's business growth needs.

S&P's assessment of BPS-Sberbank's risk position was adequate.
Single-name concentrations in the bank's lending portfolio are in
line with those of local peers, as are its asset quality
indicators; nonperforming loans are below 2%.

S&P viewed BPS-Sberbank's funding as average and its liquidity as
adequate.  Funding from Sberbank partly compensates for
imbalances in the bank's funding profile, notably the structural
deficit of deposits compared with loans.  This funding accounted
for about 21% of BPS-Sberbank's liabilities on March 31, 2014.

"We anticipate that BPS-Sberbank's parent, Sberbank, remains
committed to supporting the development of its Belarusian
subsidiary, which is one of Sberbank's largest foreign
operations. Sberbank is a state-owned bank and the largest bank
in Russia.  We consider that the close political and trade
relationship between Russia and Belarus strengthens Sberbank's
long-term interest in remaining active and present in Belarus,
which we view as a much more risky banking market than Russia.
This underpins our view that BPS-Sberbank is strategically
important to the group.  We view Sberbank's creditworthiness as
very similar to that of the Russian Federation and therefore
consider the bank fully capable of providing extraordinary
support to BPS Sberbank," S&P said.

At the time of the withdrawal, the ratings on BPS-Sberbank were
constrained by the sovereign ratings on Belarus.  In S&P's
opinion, the bank would face significant difficulties in a
scenario in which Belarus defaults on its obligations.

At the time of the withdrawal, the outlook was stable, reflecting
that on the sovereign rating on Belarus.



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B U L G A R I A
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UNITED BULGARIAN: S&P Raises Counterparty Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it had raised its
long-term counterparty credit rating on United Bulgarian Bank AD
(UBB) to 'B' from 'B-'.  At the same time, S&P affirmed its 'C'
short-term counterparty credit rating on the bank.  The outlook
is negative.

The rating actions follow S&P's upgrade of UBB's 99% owner, the
National Bank of Greece.  Under S&P's criteria, a subsidiary is
highly unlikely to be rated more than two notches higher than its
parent, to reflect the possibility of extraordinary negative
intervention.  Consequently, following the upgrade of the parent
bank to 'CCC+', S&P has raised the rating on UBB to 'B', which is
the level of its stand-alone credit profile (SACP).

The ratings on UBB reflect the bank's 'bb' anchor, "adequate"
business position, "adequate" capital and earnings, "weak" risk
position, "average" funding, and "moderate" liquidity, as S&P's
criteria define these terms.  The SACP remains at 'b'.

S&P considers UBB to be a "highly systemically important" bank in
Bulgaria and the Bulgarian government "supportive" of the
domestic banking system.  However, S&P do not incorporate any
uplift in its rating on UBB, due to the risk of potential
negative intervention related to the parent.

S&P assess UBB's business position as "adequate," which reflects
its good domestic franchise and market share in lending and
deposits.  This is despite the contraction of the bank's loan
portfolio, due to liquidity and asset-quality issues in recent
years that have weakened its competitive position.  With total
assets of Bulgarian lev (BGN) 6.7 billion (about EUR3.4 billion),
UBB is the fifth-largest commercial bank in Bulgaria with a
market share of about 9.5% by loans and 10% by retail deposits.

"We expect that high credit costs and narrowing margins will
continue to constrain the bank's financial performance, thereby
hindering its capacity to generate adequate internal capital.
However, in our view, capitalization levels are adequate and will
remain so over the next 12-18 months.  UBB's profitability has
declined sharply since 2008, due primarily to increased
provisioning and funding costs and lower revenues from falling
business volumes.  The return on equity has dropped
substantially, to 1.8% at year-end 2013 from 8.2% at year-end
2009.  However, the bank returned to profit in 2013, recording a
net profit of BGN20 million after a loss in 2012 of BGN42
million.  We believe that many challenges remain for the
Bulgarian banking sector, due to the continuing unfavorable
economic environment, the large burden of nonperforming loans
(NPLs), weak investor activity, and the lack of opportunities for
banking growth over 2014-2015. Therefore, we expect earnings to
remain depressed," S&P said.

S&P assess UBB's risk position as "weak."   The bank's track
record in underwriting credit, as measured by NPLs to total loans
and annual loss provisions to loans, is weaker than the average
for the Bulgarian banking system and some other comparable
banking systems.  S&P believes that UBB's asset quality has
deteriorated significantly since the Bulgarian economic crisis
began in 2008. NPLs, or impaired loans with repayment overdue by
more than 90 days, stood at 33% of gross loans by year-end 2013,
which is stable compared with 32% at year-end 2012, while loan
loss reserve coverage is less than 50%.

UBB's funding is "average" and its liquidity is "moderate," which
is a negative rating factor in S&P's opinion, principally because
of its perception of the ongoing contagion risk from the bank's
weaker parent.  In S&P's view, the parent bank could destabilize
UBB's deposit base and constrain its access to wholesale funding.
That said, S&P views the 9% growth in core customer deposits in
2013, mostly from individuals, as favorable and that it partly
enhances the self-sufficiency of the bank's funding base.  On
Dec. 31, 2013, direct funding from the parent, National Bank of
Greece (NBG), comprised only 4.3% of UBB's liabilities (of which
85% comprised a subordinated loan with annual amortization of
BGN51 million until 2017).  An additional 7.4% was attributed to
companies under the parent's control.

S&P's negative outlook on UBB reflects challenges the bank may
face from the fragile economic environment in Bulgaria and its
concerns as to how the Greek financial crisis could affect the
bank, in view of its ownership by NBG.  Several factors could
trigger a negative rating action, including:

   -- Contagion risk that threatened UBB's ability to fund
      itself, in the absence of parental or government support.

   -- A negative action on NBG (unless S&P assessed that the
      subsidiary was insulated from its parent's risks).

   -- Operating conditions starting to have a materially negative
      impact on the bank's financial standing, leading to a sharp
      deterioration of the bank's risk profile, with reported
      NPLs and loan losses significantly higher than the system
      average.

S&P considers a positive rating action remote over the next 12 to
18 months because it expects operating conditions to remain
challenging for Bulgarian banks.  Over the longer term, and
assuming an improvement of economic prospects, S&P could revise
its outlook to stable if it observed sustainable easing of asset
quality deterioration and earnings pressure, and if S&P saw
evidence of further strengthening of the bank's funding and
liquidity position, which would reduce the potential contagion
risk arising from UBB's lower-rated parent.



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F R A N C E
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VIVARTE: Lenders Propose EUR2 Billion Debt-for-Equity Swap
----------------------------------------------------------
Ayesha Javed at Financial News reports that lenders are preparing
to take control of retailer Vivarte from Charterhouse Capital
Partners, in a rare French debt-for-equity swap worth more than
EUR2 billion.

According to Financial News, a statement from the company said
Oaktree Capital Management, Alcentra and Hayfin Capital
Management are among the lenders preparing to convert EUR2
billion of the company's EUR2.8 billion debt package to equity
and quasi-equity instruments as part of the restructuring.

Under the plan, Charterhouse would be likely to lose more than
EUR500 million on its investment in the French retailer,
Financial News discloses.

The restructuring plan envisages lenders injecting EUR500 million
of new money into the business and reducing the company's hefty
debt pile to EUR800 million, Financial News says.

The 12 largest lenders, accounting for more than half of the
syndicate, have agreed the proposal with company and presented it
to the remaining lenders on Wednesday, Financial News relays.
Financial News notes that the statement said the plan will be put
up for a vote over the coming days.

The company reviewed five restructuring proposals last month
before reaching an agreement the 12-strong group, Financial News
recounts.

Vivarte is a French fashion retailer.  It is the owner of
numerous fashion and shoe retail chains in France, including
Kookai, Andre and Naf Naf.



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FRIGOGLASS SAIC: S&P Lowers CCR to 'B+'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Greece-based ice-cold merchandiser
maker Frigoglass SAIC to 'B+' from 'BB-'.  The outlook is stable.

At the same time, S&P lowered to 'B+' from 'BB-' its issue rating
on Frigoglass' EUR250 million senior unsecured notes due 2018,
issued by the holding company Frigoglass Finance B.V.

The downgrade reflects S&P's view that Frigoglass' sales growth
and free operating cash flow (FOCF) generation for 2014 will be
below its initial base-case scenario, weakening the company's
credit metrics.  The deterioration in Frigoglass' operating
performance since the second half of 2013 is likely to continue
in 2014, driven by significantly lower sales volumes from key
customers, namely Coca-Cola bottling companies, from which
Frigoglass generates over 40% of its total revenues, as well as
adverse foreign-exchange currency movements.  S&P now estimates a
mid- to high-single-digit decline in revenues in 2014 and
negative FOCF due to lower earnings, restructuring charges, and
higher capital expenditure (capex).  This has caused S&P to lower
its assessment of Frigoglass' cash flow leverage to "highly
leveraged" from "aggressive."

"Our assessment of Frigoglass' business risk profile as "fair"
incorporates risks stemming from the company's dependency on key
accounts, although we note that the bottling companies generally
make decentralized purchasing decisions according to their own
local market needs.  Frigoglass' operating performance has
recently been affected by lower levels of demand from Coca-Cola
bottlers, as well as by increased volatility in important
emerging markets, and low growth prospects in Europe due to weak
consumer sentiment and spending.  Furthermore, a fire in
Frigoglass' Indian warehouses in April this year, which led to a
temporary suspension of production, is likely to impact sales in
this region in 2014, although operational recovery is now
underway for that production site," S&P noted.

Nevertheless, S&P's assessment of Frigoglass' business risk
profile reflects the company's well-established position in the
branded commercial refrigeration appliances industry and its
ability to benefit from growing chilled beverage consumption in
emerging markets like Eastern Europe and Africa.  Demand in these
markets supports growth in Frigoglass' glass operations segment
(accounting for approximately 27% of total turnover).  The
industry is cyclical, however, with high sensitivity to consumer
demand and raw material prices.

Because Frigoglass' exposure to Greece is less than 25% of its
earnings, S&P do not cap the ratings on Frigoglass at the level
of the Greek sovereign rating, in line with its criteria.

S&P views Frigoglass' financial risk profile as "highly
leveraged," primarily due to risks to free cash flow generation.
Following the EUR250 million bond issuance in May 2013, the debt
maturity profile of the company has improved.  However, working
capital movements will likely remain characterized by some
volatility and seasonality depending on the level of customer
orders.  S&P understands that working capital should continue to
be funded at the subsidiary level by an adequate amount of short-
term loans from local financial institutions.

"After the decrease of Frigoglass' capex to mainly maintenance
spending in 2013, we anticipate a climb in capex needs to about
EUR30 million in 2014, primarily related to the upcoming furnace
zebuild and capacity expansion in Nigeria.  We also estimate some
additional costs in 2014 to address loss-making operations and
low-performing capacity levels of some entities.  In addition, we
anticipate increased usage of the company's EUR50 million RCF,
leading to a slight increase in our leverage forecast for this
year.  Therefore, we assess Frigoglass' financial risk profile at
the higher end of the range commensurate with the "highly
leveraged" category, with Standard & Poor's-adjusted EBITDA
interest coverage of around 2x and debt to EBITDA of
approximately 5.5x.  We believe that these ratio levels, combined
with a stable capital structure and continuity of the
shareholders' financial policy, warrant a positive comparable
rating analysis, our assessment of an issuer's credit
characteristics in aggregate.  We account for this positive
assessment by modifying Frigoglass' anchor of 'b' upward by one
notch to reach a corporate credit rating of 'B+'," S&P added.

S&P's base case assumes:

   -- A decline in revenues of 5%-7% for 2014, owing to negative
      sales growth in the ice-cold merchandiser business and
      increased volatility in emerging markets.

   -- A relatively stable EBITDA margin of about 10%-11%, with
      lower sales offset by cost-cutting measures with regard to
      operating expenses and stable commodity prices.

   -- Negative FOCF generation of around minus EUR20 million-
      EUR30 million in 2014 and 2015, partly due to lower
      earnings and rising capex.  S&P anticipates that Frigoglass
      might generate marginally positive FOCF from 2016, or at
      least limit negative FOCF to materially less than EUR10
      million.

   -- A 50% haircut that we apply to cash balances to reflect
      S&P's view that part of the cash is held in high-risk
      countries at Frigoglass' local subsidiaries.

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

   -- EBITDA interest coverage of around 2x;

   -- Adjusted funds from operations (FFO) to debt of around
      6%-8% for 2014 and 2015; and

   -- Debt to EBITDA of around 5.5x-5.8x.

The stable outlook reflects S&P's view that Frigoglass should be
able to cover working capital needs and capex with its EUR50
million RCF in 2014, and that operating trends will likely
stabilize over the next 12 months.  In S&P's base-case scenario
for 2014, it anticipates that low earnings growth in the glass
operations segment can only marginally offset a further sales
volume drop in the ice-cold merchandiser business.  Overall, S&P
foresees a further revenue decline in 2014, with FOCF generation
turning negative for 2014 and 2015.  S&P projects adjusted EBITDA
interest coverage of around 2x, FFO to net debt of around 6%-8%,
and net debt to EBITDA of approximately 5.5x.

Downside scenario

S&P may lower the rating if Frigoglass is not able to address
volume declines in the second half of 2014 and if volatility in
emerging markets is not partly offset by earnings growth in
stronger markets such as Nigeria or Russia and in its glass
operations.  This could occur if ice-cold merchandiser volumes
decline further in the Asian market or if sales to key customers
remain weak.  S&P would lower the rating if prospects for FOCF
generation deteriorate further, or if adjusted EBITDA interest
coverage falls below 2x on a protracted basis.

Upside scenario

Rating upside is contingent on a strong recovery in sales volumes
and margins, which would allow Frigoglass to return to positive
FOCF generation and reduce debt to EBITDA to close to 4x.
However, such recovery is not part of S&P's central scenario for
Frigoglass' main product markets in 2014-2015.


FREESEAS INC: Repays US$37.6 Million Credit Suisse Debt
-------------------------------------------------------
FreeSeas Inc., on May 30, 2014, paid US$22.6 million in full
settlement of US$37.6 million of debt owed to Credit Suisse using
funds from the US$25 million proceeds of the Company's sale of
the Series D Convertible Preferred Stock and Series C Warrants
concluded on May 28, 2014.

Upon receipt of this payment, Credit Suisse cancelled the
remaining debt of US$15 million owed by FreeSeas and its
subsidiaries and the bank executed and accordingly delivered the
Waiver of Debt and Deed of Release and Reassignment, which
included the release of all first preferred mortgages, general
assignments of collateral and charter assignments relating to the
Company's vessels M/V Free Jupiter, M/V Free Hero and M/V Free
Goddess together with each vessel's release and reassignment of
insurance, as well as the release of all first priority account
pledges and corporate guarantee agreements previously executed by
the Company's subsidiaries owning these vessels.  The Company is
expected to recognize a non-cash gain on debt extinguishment of
approximately US$15 million as a result of the foregoing debt
cancellation, which reduces the Company's outstanding bank debt
from US$59.7 million to US$23.2 million.

Mr. Ion Varouxakis, the Company's CEO made the following
statement, "We are very pleased to announce the pay-off of our
loan with Credit Suisse involving a very significant forgiveness
of US$15 million of an outstanding amount of US$37.6 million.
The debt repayment represents the culmination of a series of
transformative transactions for our Company.  As a result, four
of our six owned vessels are now mortgage-free and the total
amount of bank debt on our balance sheet has dramatically shrunk
to US$23.2 million from approximately US$90 million just a few
months ago, a reduction resulting in part from the debt
forgiveness of approximately US$35 million from several lenders.
After persistent efforts, the Company has successfully managed to
position itself on ever healthier financial grounds, affording it
the necessary financial flexibility to expand its fleet of
controlled vessels, at a time of unique opportunity in the dry-
bulk sector."

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of US$48.70 million in 2013, a
net loss of US$30.88 million in 2012 and a net loss of US$88.19
million in 2011.  As of Dec. 31, 2013, the Company had US$87.63
million in total assets, $74.83 million in total liabilities and
US$12.79 million in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  Furthermore, the vast majority of the Company's
assets are considered to be highly illiquid and if the Company
were forced to liquidate, the amount realized by the Company
could be substantially lower that the carrying value of these
assets.  These conditions among others raise substantial doubt
about the Company's ability to continue as a going concern.



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COPPER BAR: Judge Confirms Joseph Walsh as Examiner
---------------------------------------------------
The Irish Times reports that the High Court's Mr. Justice
Brian McGovern confirmed Joseph Walsh of Hughes Blake Chartered
Accountants as examiner of Copper Bar & Grill Ltd.

According to The Irish Times, the court was told that the company
sought examinership after experiencing cash-flow difficulties.

A report from an independent accountant expressed the opinion the
company had a reasonable prospect of survival on conditions
including procuring fresh investment and approval of a survival
scheme, The Irish Times discloses.

In its petition, the company said its cash flow difficulties were
caused by factors including higher-than-anticipated start-up
costs and management issues, The Irish Times relays.

Mr. Justice McGovern, who noted the company was clearly
insolvent, said he was satisfied to appoint Mr. Walsh as
examiner, The Irish Times relates.  He now has up to 100 days to
put together a scheme of arrangement with the company's
creditors, The Irish Times notes.

Copper Bar & Grill Ltd. is a south Dublin bar and restaurant
employing 29 people.



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ATLANTE FINANCE: Fitch Affirms 'BB' Rating on Class C Notes
-----------------------------------------------------------
Fitch Ratings has revised the Outlook on Atlante Finance S.r.l.'s
class A notes and all notes as follows:

  Class A notes (ISIN IT0004069032): affirmed at 'AAsf'; Outlook
  revised to Positive from Stable

  Class B notes (ISIN IT0004069040): affirmed at 'AAsf'; Outlook
  Stable

  Class C notes (ISIN IT0004069057): affirmed at 'BBsf'; Outlook
  Stable

This transaction is a securitization of a mixed portfolio
comprising (i) loans to Italian companies and individual
entrepreneurs backed by real estate mortgages, (ii) residential
mortgage loans and (iii) unsecured loans to Italian local public
entities (municipalities, provinces and small companies or
utilities owned by them).

Loans have been originated and are serviced by Unipol Banca spa.
As of end-March 2014, commercial loans accounted for 55.8% of the
pool balance, residential loans for 42.1% and loans granted to
Italian public entities for 2.1%.

Key Rating Drivers

The affirmations reflect the notes' available credit enhancement
(CE), which has increased over the past 12 months, and stable
default and delinquency performance.  The revision of the Outlook
of class A notes to Positive reflects the short remaining term
(two years) of these notes during which Fitch expects the notes
to be repaid in full.

The increase in CE was a result of de-leveraging of the
underlying portfolio. As of end-March 2014 and based on the total
portfolio outstanding balance (including defaulted loans), CE for
the class A, B and C notes was 81.5% (68.1% at end-March 2013),
74.3% (62%) and 40.4% (33.2%).  The total portfolio outstanding
balance (including defaulted loans) was EUR402.6 million with a
pool factor of 28%.

Despite the presence of residential loans, the collateral pool
features high single obligor and industry concentration.  The
largest 10 obligor groups account for an estimated 24% of the
overall pool balance and the largest industry (real estate)
represents an estimated 25%.

Since February 2013 defaults and delinquencies have stabilized at
lower levels compared with previous years.  Over the last 12
months, 90+ delinquencies have ranged between 1.1% and 2.1% of
the total portfolio outstanding balance (including defaulted
loans) and stood at 1.2% as at end-March 2014.

Cumulative defaults (loans which have been in arrears by more
than six months or have been classified as non-performing by the
servicer) as a share of the portfolio balance at closing only
marginally increased to 16.8% as at end-March 2014 from 16.1% a
year ago.  However, the amount of outstanding defaults over the
portfolio balance remains high.  As at end-March 2014, the
defaulted loans accounted for 36.6% of total outstanding balance.
Cumulative recoveries, even though having slightly increased over
the last 12 months, remain low (42.7% as at end-March 2014 --
seven years after closing -- compared with 40.2% a year ago), in
particular considering the low loan to value ratios of the
underlying mortgages (the weighted average current LTV estimated
by Fitch is 43%) and the significant presence of residential
properties in the pool.  Fitch has taken this into account in the
analysis and has given reduced credit to recoveries from
defaulted loan collateral.

The servicer of this portfolio is Unipol Banca S.p.A.  Payment
interruption risk is well mitigated by a liquidity facility
agreement entered into between the issuer and The Royal Bank of
Scotland plc (RBS, A/ Negative/F1) under which RBS has committed
to make available for the issuer of up to EUR63.8 million in case
of payment shortfall relating to interest due and payable on the
rated notes and other items payable in priority thereto by the
issuer.

The Royal Bank of Scotland N.V. (A/ Negative/F1) acts as swap
counterparty and under Fitch's current counterparty criteria is
eligible to support 'AAsf' ratings for the class A and B notes
and 'BBsf' rating for the class C notes.  However, Fitch notes
that, although the transaction parties are legally bound to take
remedial actions in line with the swap documentation upon Royal
Bank of Scotland N.V.'s downgrade to below 'A+/F1', no remedy has
yet been implemented.

Rating Sensitivities

The class A notes are resilient to high stressful scenarios.  The
rating can withstand up to a 25% increase in the rating default
rates (RDRs) of the overall pool or a 45% decrease in the rating
recovery rates (RRRs) of the overall pool.

The class B notes are less resilient to high stressful scenarios
than the class A notes.  A 25% increase in the RDRs of the
overall pool would results in a two-notch downgrade of the class
B notes in rising interest rate scenarios.  A 45% decrease in the
RRRs of the overall pool would not affect the notes' rating.

Unlike the class A and B notes' ratings, Class C notes' rating is
sensitive to the expected amount of recoveries of outstanding
defaults.  Assuming no recoveries on outstanding defaulted loans
the class C notes would be downgraded by four notches.  In
addition, assuming a 25% increase in the RDRs of the overall pool
would result in a downgrade of the class C notes by four notches.


MARCHE MUTUI: Moody's Cuts Rating on EUR15.8MM Cl. C Notes to B1
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Class B
notes and downgraded the rating of the Class C notes issued by
Marche Mutui 2 S.r.l, an Italian residential mortgage-backed
securities transaction. At the same time, Moody's affirmed the
rating of the Class A2 notes.

Moody's placed on review for downgrade the Classes B and C notes
in Marche Mutui 2 S.r.l in September 2013 following the rating
downgrade of Banca Delle Marche S.p.A. (BdM), the servicer and
transitory account bank in the transaction. BdM went under the
administration of the Bank of Italy on October 25, 2013 and
Moody's subsequently withdrew its ratings on October 31, 2013.

Ratings Rationale

The rating action concludes the review and takes into
consideration the worse-than-expected performance of the
collateral and the transfer of the collection, payment and
reserve fund account banks from Deutsche Bank S.p.A (NR) to
Deutsche Bank AG, London Branch (A2 /(P)P-1 on review for
possible downgrade). The rating action also considers the credit
quality of BdM.

Counterparty Risks

BdM, which acts as the servicer and transitory collection account
bank in the transaction, went under the administration of the
Bank of Italy on October 25, 2013. Moody's withdrew the rating on
BdM on October 31, 2013 due to lack of availability of
information as a result of the administration.

On November 5, 2013, the collection account bank, payment account
bank, and reserve fund account bank in Marche Mutui 2 S.r.l were
transferred from Deutsche Bank S.P.A (NR) to Deutsche Bank AG,
London Branch (A2 /(P)P-1 on review for possible downgrade). This
transfer mitigates the commingling exposure to the collection,
payment account and reserve account bank. As a result, Moody's
upgraded the Class B notes in Marche Mutui 2 S.r.l. from Baa2
(sf) to Baa1 (sf).

Portfolio Expected Loss

Moody's has reassessed its lifetime loss expectation taking into
account the collateral performance to date. The cumulative
default as a percentage of the original pool balance increased to
3.87% from 3.68% at the time of the last review in June 2013. The
share of 90-day plus delinquent loans increased to 1.37% from
1.25% of the outstanding pool balance while 60-day plus
delinquent loans increase to 2.02% from 1.75% of the outstanding
pool balance. As a result, Moody's increased its expected loss
assumption on the transaction to 2.64% from 2.32% of the original
pool balance.

Credit enhancement for Class C notes are not sufficient to
mitigate the increase in the expected loss assumption and the
exposure to BdM, acting as servicer and transitory account bank
in the transaction. As a result, Moody's downgraded the Class C
notes from Ba1 (sf) to B1 (sf).

Moody's affirmed Class A2 rating at A2 (sf).

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

Upward pressure on the ratings could result from (1) better-than-
expected performance of the underlying assets; (2) implementation
of remedial actions that could fully mitigate the counterparty
risk ; and (3) a decline in counterparty risk or country risk.

Downward pressure on the ratings could result from (1) worse-
than-expected performance of the underlying collateral; and (2)
deterioration in the counterparties' credit quality or a rise in
country risk.

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

List of Affected Ratings:

Issuer: Marche Mutui 2 S.r.l.

  EUR511.45M A2 Notes, Affirmed A2 (sf); previously on Jul 2,
  2013 Confirmed at A2 (sf)

  EUR12M B Notes, Upgraded to Baa1 (sf); previously on Sep 26,
  2013 Baa2 (sf) Placed Under Review for Possible Downgrade

  EUR15.8M C Notes, Downgraded to B1 (sf); previously on Sep 26,
  2013 Ba1 (sf) Placed Under Review for Possible Downgrade


SIENA SME: Moody's Puts 'Caa1' Rating on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
A3(sf) rating of class B notes and the Caa1(sf) rating of class C
notes issued by Siena SME 11-1 S.r.l. (Siena SME 11-1). At the
same time, Moody's has affirmed the A2(sf) ratings on the class A
notes. The rating action reflects the worse than expected
collateral performance since the closing date of the transaction
in November 2011.

Siena SME 11-1 is a static cash securitizaation of mortgage loans
extended to small and mid-sized companies (SME) and corporate
obligors issued in November 2011 and extended to obligors in
Italy by MPS Capital Services (MPSCS, deposits B2/NP, standalone
bank financial strength rating E/baseline credit assessment
caa3).

List of Affected Ratings:

  EUR1244.2M Class A Notes, Affirmed A2 (sf); previously on
  Aug 2, 2012 Downgraded to A2 (sf)

  EUR394.5M Class B Notes, A3 (sf) Placed Under Review for
  Possible Downgrade; previously on Dec 8, 2011 Assigned A3 (sf)

  EUR1395.9M Class C Notes, Caa1 (sf) Placed Under Review for
  Possible Downgrade; previously on Dec 8, 2011 Assigned Caa1
  (sf)

Ratings Rationale

The rating action primarily reflects the worse than expected
collateral performance.

-- Worse Than Anticipated Collateral Performance

The placement on review of class B and C notes mirrors the worse
than expected performance of the collateral backing the notes.
Cumulative defaults already stand at 15.6% of the original pool
balance, while the pool factor stands at 72.8% as of May 2 2014.
If the default trend continues until transaction maturity, the
cumulative defaults would be much higher than initially
anticipated. Moody's current cumulative default rate assumption
is 26.7% of original pool balance, which means that already more
than half of the expected defaults have materialized, even though
less than 30% of the pool has amortized to date. As of May 2014,
the 90+ delinquencies stand at 5.27% after reaching a peak of
10.3% in November 2013.

-- Although Substantial, Credit Enhancement Levels May Not Be
Sufficient To Support The Ratings

Class A and B benefit from substantial credit enhancement levels,
at 74.4% and 56.6% respectively. Credit enhancement consists of
subordination and a 2.3% reserve fund. Moody's placed the A3(sf)
rating of Class B notes on review for downgrade despite this high
credit enhancement level as it may not be sufficient to fully
offset the current negative performance trend.

Despite the reserve fund, Class C's credit enhancement is already
negative given the asset / liability imbalance. It is thus very
likely that it will ultimately suffer a loss. This high
likelihood of default is already reflected in the Caa1(sf)
rating, however the extent of the loss may prove greater than
initially expected and may lead a downgrade.

Moody's notes that the structure contains interest deferral
triggers for classes B and C notes, which would be hit if the
cumulative level of defaulted loans exceed 27% and 22% of the
original balance respectively. Given the current performance
trend it is likely that those triggers will be hit during the
life of the transaction, leading to deferred interest payments on
classes B and C notes.

Methodology

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

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

Factors that may cause an upgrade of the ratings include an
increase in credit enhancement of the notes and improvements in
collateral performance.

Factors that may cause a downgrade of the ratings include a
decline in the overall performance of the pool.



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


CONTOURGLOBAL POWER: Moody's Assigns B3 Rating to US$400MM Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a definitive B3 corporate
family rating (CFR) and assigned a probability of default rating
(PDR) of B3-PD to ContourGlobal L.P. (Contour). Concurrently,
Moody's has assigned a definitive B3 rating to the US$400 million
7.125% senior secured notes due in 2019 (the Notes), issued by
ContourGlobal Power Holdings S.A. (the Issuer) on 20 May 2014,
with a loss given default (LGD) assessment of LGD4. The Notes are
unconditionally guaranteed by Contour, the ultimate parent
company, and by certain of its first-tier subsidiaries,
accounting for approximately 80% of group adjusted EBITDA for
2013. In addition, the capital stock of first-tier subsidiaries
is pledged as security. The outlook on all ratings is stable.

Ratings Rationale

The definitive CFR and senior secured rating of the Notes are in
line with the provisional ratings assigned on May 8, 2014.

The B3 CFR positively reflects the diverse and largely contracted
generating portfolio operated through the group's subsidiaries.
The rating is constrained by (1) high leverage at the operating
subsidiaries and reliance on distributions from these entities to
meet obligations at the holding company level, including the
Notes, (2) the concentration of projected cash flow from just a
few power assets, and (3) the current number and size of
development projects. The B3 rating of the Notes further takes
into account the guarantee of the Issuer's obligations by its
parent company and certain subsidiaries as described above.

The CFR consolidates the legal and financial obligations of
Contour and the other guarantors, together with the Issuer. It
factors in the financial and other covenants under the terms of
the Notes and further takes into account liquidity expected to be
available at the holding company level to enable the Issuer to
accommodate potential downside scenarios, including delays or
reductions in distributions from the operating companies.

Contour owns and operates 41 power projects, including pending
acquisitions and projects in development but excluding the
Powerminn unrestricted subsidiary, representing approximately
3,700 megawatts (MW) of gross capacity operating in Europe,
Africa, the Caribbean and South America. The generating capacity
is a mix of coal, natural gas, wind, hydro, solar and fuel oil.
The plants typically benefit from long-term power purchase
agreements (PPAs) with local utility off-takers. Payments under
these PPAs are typically based on plant availability, rather than
dispatch, and adjustment clauses insulate the operators against
changes in fuel costs.

In addition to traditional power generation, Contour also owns
several quad generation facilities through its CG Solutions
subsidiary, which generate electricity, heat, cooling and CO2 for
Coca-Cola bottling plants in Europe and Africa.

The Maritsa lignite coal plant in Bulgaria (908 MW gross
capacity), the Arrubal gas fired plant in Spain (800 MW gross
capacity) and the Asa Branca onshore wind farm in Brazil (160 MW
gross capacity) are, combined, expected to account for almost two
thirds of 2014 proportionate adjusted EBITDA. Moody's expect that
this dependence will reduce somewhat as acquisitions (e.g., the
Vorotan 404MW hydro-power facility in Armenia) and facilities in
development (e.g., Inka, Chapada and Emperor wind farms in Latin
America) begin to contribute cash flow over the next two years.

Moody's calculates that Maritsa could contribute $25-$50 million
of distributions annually through 2017, representing 15%-25% of
total project distributions to the Contour parent. However, there
is uncertainty in these cash flows due to historic late-payment
and the high level of receivables owed to Maritsa by the sole
off-taker, Natsionalna Elektricheska Kompania (NEK, not rated),
which is the Bulgarian national utility. Maritsa has had high
receivables outstanding since before Contour acquired the
project.

As of March 31, 2014, Maritsa's past due accounts receivable
balance was EUR60 million along with EUR53 million of current
receivables. These amounts represent about 130 days of revenues.
Contour has made efforts to reduce Maritsa's working capital
through negotiations with NEK. However, it is not clear when or
how the problem will be resolved and the Issuer is exposed to the
risk of delayed or reduced distributions by the operating
company.

In April 2014, Contour agreed, for a one-year period, to share
50% of distributable cash on the Maritsa project with the
project's lenders. In return, the lenders agreed to waive any
historic potential events of default relating to NEK for the one-
year period. Contour expects that, after this period, the cash
waterfall under the Maritsa project financing will revert to its
previous mechanics.

Contour has several projects in development, including Kivuwatt
in Rwanda, Inka in Peru and Chapada and Emperor in Brazil, which
together account for 518 MW of generating capacity; as well as
the pending acquisition of Vorotan in Armenia (404 MW). Contour's
credit profile currently exhibits significant development and
integration risk.

Contour has significant exposure in countries with potentially
difficult political environments. Moody's notes that Contour
seeks to mitigate associated risk by partnering with multilateral
institutions and development banks, as well as employing
political risk insurance to cover risks such as expropriation,
political violence, currency inconvertibility, forced abandonment
and failure to honor arbitral awards.

Liquidity

Moody's anticipates that Contour will generate sufficient
internal cash flows to meet its operating obligations, but also
expects that additional external financing will be needed for
growth capital expenditures. Contour, as a holding company, only
owns equity interests in its operations at the project level. The
projects are generally fully encumbered with debt and may be
difficult to sell in a distressed situation due to the potential
involvement of local governments or utilities. Any sales would
also likely occur when market prices of similar projects are
depressed.

Moody's liquidity assessment takes into account the rating
agency's understanding that Contour will enter a super-senior $30
million bank revolving credit agreement, following the closing of
the Notes, that will be used for short-term funding needs related
to working capital, acquisitions and project development.

The financing documents will not permit additional indebtedness
unless, inter alia, Contour achieves a guarantor debt service
coverage ratio of greater than 2.25x and a non-guarantor leverage
ratio of at most 5x. Moody's anticipates that headroom against
the covenant levels may be limited in 2014, depending on
Contour's ability to finance/refinance existing debt at project
level and its success in reducing working capital at Maritsa.

Rationale For The Stable Outlook

The stable outlook reflects Moody's expectation that operating
performance at Contour's subsidiaries will continue to support
cash flow generation to service the associated operating company
debt and fund dividend payments to the parent sufficient to meet
its obligations. It further anticipates successful financing
and/or refinancing of project debt and effective working capital
management.

What Could Change The Rating Up/Down

An upgrade of Contour could occur if it completes the current
pipeline of developments on time and on budget, thereby reducing
(1) the dependence on a small number of projects and (2)
execution risk on new developments.

There would likely be downward rating pressure if (1) the planned
$30 million liquidity facility or equivalent arrangements are not
put in place as expected; (2) distributions from the operating
companies, in particular the Martisa or Arrubal plants appeared
likely to be materially lower than forecast; or (3) there are
significant delays or increased costs to Contour on development
projects.

The B3 rating on the Notes is in line with the indicated rating
under Moody's LGD methodology. Based on Contour's B3 CFR, and
based strictly on the priority of claims within the Contour
parent, the LGD model suggests a rating of B3 (LGD4) for the
Notes. Inclusion of the planned credit facility in the LGD
assessment would not impact the outcome.

Principal Methodology

The principal methodology used in this rating was the Unregulated
Utilities and Power Companies published in August 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.



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


FAB CBO 2002-1: Moody's Affirms Ca Rating on EUR16MM Notes
----------------------------------------------------------
Moody's Investors Service announced that it has upgraded rating
of the following class of notes issued by F.A.B. CBO 2002-1 B.V.:

  EUR250M (current amount outstanding EUR15.3M) Class A-1
  Floating Rate Notes, Upgraded to Aa2 (sf); previously on
  Mar 10, 2014 A2 (sf) Placed Under Review for Possible Upgrade

Moody's also affirmed the ratings of the following notes issued
by F.A.B. CBO 2002-1 B.V.:

  EUR28M Class A-2 Floating Rate Notes, Affirmed Caa3 (sf);
  previously on Aug 13, 2013 Affirmed Caa3 (sf)

  EUR16M Class B Floating Rate Notes, Affirmed Ca (sf);
  previously on Aug 13, 2013 Affirmed Ca (sf)

F.A.B. CBO 2002-1 B.V. is a structured finance collateralised
debt obligation (SF CDO) backed by a portfolio of European RMBS
and ABS tranches. The reinvestment period ended in June 2007. The
portfolio is managed by Gulf International Bank (UK) Limited.

Ratings Rationale

This rating action is primarily due to the deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratio since the previous rating upgrade in
August 2013. The Class A-1 notes have been paid down by
approximately 43% of the amount outstanding in August 2013 or
EUR11.7 million. Based on Moody's calculations, the over-
collateralization (OC) ratio of Class A-1 is currently 282%
versus 208% in August 2013.

The transaction also benefits from the updates to Moody's SF CDO
methodology described in "Moody's Approach to Rating SF CDOs"
published on March 6, 2014. These updates include: (i) lowering
the resecuritization stress factors for RMBS (US Prime, Subprime,
Manufactured Housing), CDOs exposed to investment grade corporate
assets, and ABS backed by franchise loans or by mutual fund fees;
(ii) using a common table of recovery rates for all structured
finance assets (except for CMBS and SF CDO); and (iii) providing
more guidance on the rating caps Moody's apply to deals
experiencing event of default. In taking the foregoing actions,
Moody's also announced that it had concluded its review of its
rating(s) on the issuer's Notes previously announced on March 10,
2014. At that time, Moody's said that it had placed the Class A-1
rating on review for upgrade as a result of the aforementioned
methodology updates.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in March 2014.

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

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade
of the ratings, as described below:

1) Macro-economic uncertainty: Primary causes of uncertainty
about assumptions are the extent of any slowdown in growth in the
current macroeconomic environment and in the residential real
estate property markets. The residential real estate property
market is subject to uncertainty about housing prices; the pace
of residential mortgage foreclosures, loan modifications and
refinancing; the unemployment rate; and interest rates.

2) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds,
recoveries from defaulted assets, and excess interest proceeds
will continue and at what pace. Faster deleveraging than Moody's
expects could have a significant impact on the notes' ratings.

3) Recovery of defaulted assets: The amount of recoveries
received from defaulted assets reported by the trustee and those
that Moody's assumes as having defaulted as well as the timing of
these recoveries create additional uncertainty. Moody's analyzed
defaulted assets assuming no recoveries, and therefore,
realisation of any recoveries in the future would positively
impact the notes' ratings.

In addition to the base case analysis, Moody's also conducted a
sensitivity analysis to the impact of negative credit migration
by the top five exposures that constitute 52% of the remaining
assets. Each such asset was notched down by two notches. The
sensitivity model output was within one notch of the base case
model output.



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


PORTUGAL: Moody's Publishes Covered Bonds Quarterly Review
-----------------------------------------------------------
Moody's Investors Service has updated its quarterly monitoring
overview of covered bonds. The report summarizes the most
important credit measures contained in Moody's deal-specific
performance overviews, which supply detailed statistical
information on a deal-by-deal level.

Moody's says that the key development is the reversal of the
previous trend of declining timely payment indicators (TPIs),
which reflected declining covered bond credit quality, in
countries with a sovereign rating of A1 and below. TPIs have
increased continuously since Q4 2012, and are now approximately
one notch higher than they were a year ago. This effect was
especially prominent in the fourth quarter of 2013, with the
average uplift increasing by around 0.75 notches, owing mainly to
upgrades of covered bond ratings following two major
developments. First, the recent upgrades of Spain (to Baa2 from
Baa3), Ireland (to Baa1 from Baa3) and Portugal (to Ba2 on review
for upgrade from Ba3) have positively affected covered bond
ratings and led to higher TPIs, which in turn resulted in higher
covered bond ratings. Secondly, the changes made to determining
the CB anchor point for covered bonds in the updated methodology
have positively affected both covered bond ratings and the
average uplift.

This edition of Moody's quarterly monitoring overview provides
updated key credit measures for the European covered bond
programs that Moody's rates. The rating agency has published
quarterly monitoring overviews since 2009. The population of
issuers that the overview covers has increased to over 200 from
around 160 in Q3 2009.

The report continues to include deal-by-deal listings of key
numerical credit measures, including cover pool losses,
collateral scores and TPI leeways for Moody's-rated covered bond
transactions.

The monitoring overview continues to focus on summarizing limited
numbers of key credit data points, rather than providing the
reader with an overwhelming amount of data.



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


HIDROELECTRICA SA: Debts Fell 64% to RON1.54 Billion
----------------------------------------------------
Ziarul Financiar reports that the debts of Hidroelectrica fell
64%, to RON1.54 billion, from RON4.33 billion in June 2012, when
it first went insolvent.

As reported by The Troubled Company Reporter-Europe on May 30,
2014, Reuters related that Remus Borza, Hidroelectrica's manager,
said the company will likely exit insolvency in May or June 2015,
then carry out a stock market listing in the second half of that
year.  The company was first forced into insolvency in 2012 by a
severe drought and a string of loss-making contracts, under which
it sold the bulk of its output below market prices, causing
losses of US$1.4 billion over six years, Reuters disclosed.

Hidroelectrica is Romania's largest power producer.



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


BANKINTER 10: S&P Lowers Rating on Class D Notes to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Bankinter 10, Fondo de Titulizacion de Activos,
Bankinter 11 Fondo de Titulizacion Hipotecaria, and Bankinter 13,
Fondo de Titulizacion de Activos.

Specifically, S&P has:

   -- Raised its ratings on the class A2, B, and C notes, lowered
      its rating on the class D notes, and affirmed its rating on
      the class E notes in Bankinter 10;

   -- Raised its rating on the class A2 notes, affirmed its
      ratings on the class B and C notes, and lowered its rating
      on the class D notes in Bankinter 11; and

   -- Raised its rating on the class A2 notes and affirmed its
      ratings on the class B, C, D, and E notes in Bankinter 13.

The rating actions follow S&P's review of the transactions'
collateral credit quality and its assessment of counterparty
risk. S&P's ratings on the notes also reflect its analysis of the
transactions' structural features, for which it applied its cash
flow criteria for European residential mortgage-backed securities
(RMBS) transactions.  For each transaction, S&P has used the
latest available portfolio and structural features information
from the March 2014 trustee investor report.

CREDIT AND CASH FLOW ANALYSIS

The transactions' performance has been relatively stable since
closing, even during the financial crisis starting in 2007.
S&P's Spanish RMBS index shows that Bankinter S.A.'s series are
some of the best performing transactions.  In particular, severe
delinquencies of more than 90 days excluding defaults over the
transactions' respective outstanding balances represent:

                      March            March
                   2014 (%)         2013 (%)
Bankinter 10           0.83             0.74
Bankinter 11           0.66             0.63
Bankinter 13           1.07             0.94
Spanish RMBS index     6.17             5.16

Gross cumulative defaults (defined in the three transactions as
loans in arrears for more than 18 months) represent 0.31%, 0.31%,
and 1.18% of Bankinter 10, 11, and 13's initial balances,
respectively.  These percentages, in addition to the relative
high seasoning, reflect the good credit quality of the
securitized assets.

In S&P's view, the rising severe delinquencies shown in the table
above are due to Spain's poor macroeconomic performance, such as
unemployment rising to 25.3% in March 2014 from approximately 10%
before 2008.  S&P has accounted for this economic deterioration
in our credit analysis by projecting further delinquencies.

The transactions have a trigger system so that in poor economic
conditions, the more senior notes amortize before the
subordinated classes of notes pay interest.  In all cases, the
trigger is reversible and depends on the principal deficiency
amount, which is the positive difference between the scheduled
amounts to be paid and the available amounts held in the fund.
As of March 2014, none of the transactions had breached the
triggers. Given that the transactions' performance has been
stable, S&P don't expect them to breach the triggers in the short
to medium term.

The classes of notes in all of the transactions benefit from a
reserve fund, which the issuance of Bankinter 10, 11, and 13's
class E notes funded at closing.  The reserve fund mitigates
potential liquidity shortfalls and defaults for Bankinter 10, 11,
and 13's class A1 (already fully amortized) to D notes.  Since
closing, the reserve funds for Bankinter 10 and 11 have been at
their documented required levels.  Currently, Bankinter 13's
reserve fund is at 96% of its documented required level.

The available credit enhancement for Bankinter 10, 11, and 13 has
increased since closing (the transactions closed in June 2005,
November 2005, and November 2006, respectively):

   -- Bankinter 10: Increases of 4.98%, 3.76%, 2.43%, and 1.31%
      for the class A2, B, C, and D notes, respectively.

   -- Bankinter 11: Increases of 9.15%, 7.34%, 5.57%, and 4.44%
      for the class A2, B, C, and D notes, respectively.

   -- Bankinter 13: Increases of 5.01%, 3.70%, 2.29%, and 1.09%
      for the class A2, B, C, and D notes, respectively.

Bankinter 10 and 11's notes have been amortizing principal on a
pro rata basis since December 2011 and August 2013, respectively.
This, together with the reserve funds' amortization, reflects the
good performance of the underlying assets.  Bankinter 13's
classes of notes have not started to amortize pro rata as its
pool factor (the percentage of the pool's outstanding aggregate
principal balance) is still above 50%.  Moreover, the reserve
fund is not at its required level.  Despite this partial draw,
the 1.07% of severe delinquencies over the outstanding asset
balance reflects the transaction's good performance.

APPLICATION OF NONSOVEREIGN RATINGS CRITERIA

On May 23, 2014, S&P raised its long- and short-term foreign and
local currency sovereign ratings on Spain.  Under S&P's
nonsovereign ratings criteria, the maximum rating differential
between its ratings on the sovereign in which the underlying
assets are based and its ratings in the transaction is up to six
notches.  Therefore, S&P's criteria caps the maximum potential
rating in Bankinter 10, 11, and 13 at 'AA (sf)'.

COUNTERPARTY RISK

The three transactions are exposed to Barclays Bank PLC (Madrid
Branch) (A/Negative/A-1) as guaranteed investment contract
provider and Credit Agricole Corporate and Investment Bank
(A/Negative/A-1) as the swap counterparty provider.

Credit Agricole has not updated the swap documents to reflect
S&P's current counterparty criteria and consequently, it caps the
ratings at one notch above the swap counterparty's long-term
issuer credit rating (ICR).  Under S&P's criteria, the ratings in
these transactions will be the higher of the ratings determined
by its credit and cash flow results without the support of the
swap counterparty, and the long-term ICR on the swap counterparty
plus one notch.

In all of the transactions, S&P's long-term ICR on the swap
counterparty does not constrain its ratings on the class A2
notes, as S&P tested the structure without giving credit to the
swap counterparty.  S&P has therefore delinked its ratings on the
class A2 notes from its long-term ICR on the swap counterparty.
For the class B to E notes in Bankinter 10 and 13 and the class B
to D notes in Bankinter 11, S&P's ratings remain linked to its
long-term ICR on the swap counterparty.

Bankinter 10

S&P has raised to 'AA (sf)' from 'AA- (sf)' its rating on the
class A2 notes following its recent rating action on Spain and
the application of S&P's nonsovereign ratings criteria.

The class B and C notes can withstand the credit and cash flow
stresses that S&P applies at 'A+ (sf)' and 'A- (sf)' rating
levels, respectively.  Therefore, S&P has raised to 'A+ (sf)'
from 'A (sf)' and to 'A- (sf)' from 'BBB- (sf)' its ratings on
the class B and C notes, respectively.

S&P's credit and cash flow results indicate that the class D
notes were not able to support a higher rating than 'B (sf)'.
Furthermore, under the priority of payments, the class E notes'
interest payment is senior to the replenishment of the reserve
fund, making the class D notes more sensitive to S&P's stress
assumptions than the rest of the senior notes.  S&P has therefore
lowered to 'B (sf)' from 'BB- (sf)' its rating on the class D
notes.

Given that the reserve fund is at its documented required level,
the class E notes have been able to amortize and are at 77% of
their original amount.  Because S&P considers the available
credit enhancement to be commensurate with the currently assigned
rating, S&P has affirmed its 'CCC- (sf)' rating on this class of
notes.

Bankinter 11

S&P has raised to 'AA (sf)' from 'AA- (sf)' its rating on the
class A2 notes following its recent rating action on Spain and
the application of its nonsovereign ratings criteria.

S&P has affirmed its 'A (sf)' and 'BBB- (sf)' ratings on the
class B and C notes, respectively, as they were able to withstand
its credit and cash flow stresses at their current rating levels.

S&P's credit and cash flow results indicate that the class D
notes were not able to support a higher rating than 'B (sf)'.  As
with Bankinter 10, the class E notes' interest payment is senior
to the replenishment of the reserve fund, which makes the class D
notes more sensitive to S&P's stress assumptions than the rest of
the senior notes.  S&P has therefore lowered to 'B (sf)' from
'BB- (sf)' its rating on the class D notes.

Bankinter 13

S&P has raised to 'AA (sf)' from 'AA- (sf)' its rating on the
class A2 notes following its recent rating action on Spain and
the application of its nonsovereign ratings criteria.

S&P has affirmed its 'A (sf)', 'BBB (sf)', and 'BB- (sf)' ratings
on the class B, C, and D notes, respectively, as they were able
to withstand S&P's credit and cash flow stresses at their current
rating levels.

As the class E notes are defaulting on their interest payments,
S&P has affirmed its 'D (sf)' rating on this class of notes.

Bankinter 10 and 13 are Spanish RMBS transactions, which
securitize portfolios of first- and second-ranking mortgage loans
granted to individuals resident in Spain.  Bankinter 11
securitizes a residential mortgage-lending product called
Hipoteca SIN, which are flexible loans that allow borrowers, with
Bankinter's approval, to take payment holidays, make additional
draws, and increase the term of their loans.

POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

These ratings are based on S&P's applicable criteria, including
those set out in the criteria article "Nonsovereign Ratings That
Exceed EMU Sovereign Ratings: Methodology And Assumptions,"
published on June 14, 2011.  However, please note that these
criteria are under review.

As a result of this review, S&P's future criteria applicable to
ratings above the sovereign may differ from its current criteria.
This potential criteria change may affect the ratings on all
outstanding notes in this transaction.  S&P will continue to rate
and surveil these notes using its existing criteria.

RATINGS LIST

Class       Rating           Rating
            To               From

Bankinter 10, Fondo de Titulizacion de Activos
EUR1.74 Billion Mortgage-Backed Floating-Rate Notes

Ratings Raised

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

Rating Lowered

D           B (sf)           BB- (sf)

Rating Affirmed

E           CCC- (sf)

Bankinter 11 Fondo de Titulizacion Hipotecaria
EUR900 Million Mortgage-Backed Floating-Rate Notes

Rating Raised

A2          AA (sf)          AA- (sf)

Ratings Affirmed

B           A (sf)
C           BBB- (sf)

Rating Lowered

D           B (sf)           BB- (sf)

Bankinter 13, Fondo de Titulizacion de Activos
EUR1.57 Billion Mortgage-Backed Floating-Rate Notes

Rating Raised

A2          AA (sf)          AA- (sf)

Ratings Affirmed

B           A (sf)
C           BBB (sf)
D           BB- (sf)
E           D (sf)


BARCLAYS BANK: S&P Lowers Counterparty Credit Rating to BB
----------------------------------------------------------
Standard & Poor's Ratings Services took the following rating
actions on Spanish banks.  Specifically, it:

   -- Raised to 'BBB+' from 'BBB' the long-term counterparty
      credit rating on Banco Santander S.A. and affirmed the
      'A-2' short-term rating.  The outlook is stable.  In a
      related  action, it raised to 'BBB/A-2' from 'BBB-/A-3' the
      long-and short-term ratings on highly strategic subsidiary
      Santander Consumer Finance S.A.; affirmed the 'BBB/A-2'
      long- and short-term counterparty credit ratings on U.S.
      subsidiaries Santander Holdings USA Inc. and Santander Bank
      N.A.; and raised to 'BBB/A-2' from 'BBB-/A-3' the long- and
      short-term ratings on Puerto Rico-based moderately
      strategic subsidiary Santander BanCorp. and its main bank
      subsidiary, Banco Santander Puerto Rico.  The outlook on
      Santander's U.S.-based subsidiaries is stable, while the
      outlook on its Puerto Rico-based subsidiaries is negative.

   -- Raised to 'BBB/A-2' from 'BBB-/A-3' the long- and short-
      term counterparty credit ratings on Banco Bilbao Vizcaya
      Argentaria S.A.  The outlook is stable.  It also raised the
      ratings on BBVA's highly strategic U.S.-based subsidiaries,
      BBVA Compass Bancshares and Compass Bank, to 'BBB/A-2' from
      'BBB-/A-3'.  The outlook is stable.

   -- Raised to 'BBB-/A-3' from 'BB+/B' the long- and short-term
      counterparty credit ratings on Cecabank S.A.  The outlook
      is positive.

   -- Raised to 'BB+' from 'BB' the long-term counterparty credit
      rating on Bankinter S.A. and affirmed the 'B' short-term
      rating.  The outlook is positive.

   -- Revised the outlook to positive from stable on Caixabank
      S.A. and affirmed the 'BBB-/A-3' long- and short-term
      counterparty credit ratings.  Revised the outlook to
      positive from negative on Banco de Sabadell S.A. and
      affirmed the 'BB/B' long- and short-term counterparty
      credit ratings.

   -- Revised the outlook to positive from negative on Bankia
      S.A. and its parent holding company Banco Financiero y de
      Ahorros S.A. (BFA) and affirmed the long- and short-term
      counterparty credit ratings at 'BB-/B' and 'B/B',
      respectively.

   -- Revised the outlook on Kutxabank S.A. to stable from
      negative and affirmed the 'BBB-/A-3' long- and short-term
      counterparty credit ratings.

   -- Affirmed the 'BB/B' long- and short-term counterparty
      credit ratings on Ibercaja Banco S.A. The outlook remains
      stable.

   -- Affirmed the 'B+/B' long- and short-term counterparty
      credit ratings on Banco Popular Espanol S.A. (Popular).
      The outlook remains negative.

   -- Affirmed the 'B+/B' long- and short-term counterparty
      credit ratings on NCG Banco S.A. (NCG).  The outlook
      remains negative.

   -- Lowered to 'BB/B' from 'BBB-/A-3' the long- and short-term
      counterparty credit ratings on Barclays Bank S.A.U. (BBSA).
      The outlook is stable.

S&P will publish individual research updates on the entities
listed above to provide more detail on the rationale behind each
rating action.

The recent upgrade of Spain is the sole factor behind S&P's
upgrade of two institutions: Banco Santander S.A. and Banco
Bilbao Vizcaya Argentaria S.A.  This is because the ratings on
these entities are constrained by S&P's assessment of Spain's
creditworthiness.  The upgrades of the following subsidiaries
follow the rating action on their parents: Santander Consumer
Finance S.A., the U.S.-based subsidiaries of BBVA, and the Puerto
Rico-based subsidiaries of Santander.

In addition, S&P has incorporated into its ratings its view that
the Spanish economy will likely experience stronger growth than
it originally anticipated, further supporting S&P's opinion that
economic risks for Spanish banks are likely to ease.  This has
resulted in the revision of the outlook on five Spanish banks to
either positive (CaixaBank S.A., Bankia S.A., BFA S.A., Banco de
Sabadell S.A.) or stable (Kutxabank S.A.).

S&P now believes that real GDP growth will average 1.6% over
2014-2016, up from 1.2% previously, as the Spanish economy
benefits from the structural reforms undertaken since 2010
(including the 2012 labor market reform, which seems to be
leading to a gradual recovery in employment growth across several
sectors).  S&P also expects eurozone monetary authorities to
maintain a highly accommodative monetary policy.

In S&P's view, the more favorable economic environment ahead
could help gradually restore the financial strength of the
corporate and household sectors, which was significantly impaired
by the long and deep recession in the country.  S&P believes that
ongoing deleveraging of the private sector, which it expects to
continue, combined with improving earnings trends in the
corporate sector and higher financial wealth in the household
sector, could ultimately improve the credit risk profiles of
banks' borrowers, thus making lending in Spain less risky.

Furthermore, as S&P communicated on April 29, 2014, its positive
view of economic risks faced by banks in Spain remains supported
by S&P's belief that Spanish banks have absorbed most of the
credit losses associated with the correction in the real estate
market and the double-dip recession, and S&P's expectation that
the real estate market correction will likely bottom-out this
year.  S&P therefore expects banks' credit provisions to continue
declining in 2014 and 2015, approaching more-normalized levels by
2016.

A potential improvement of S&P's assessment of economic risk in
Spain would result in an upward revision of the anchor that it
applies to financial institutions operating primarily in Spain,
which would move to 'bbb-' from 'bb+'.  The anchor is the
starting point for assigning issuer credit ratings to banks.  In
addition, a less risky economic environment would lead to
stronger capitalization measures, as measured by S&P's RAC.  This
is because S&P measures capital relative to the risk institutions
face, which it sees as primarily linked to the economy where the
banks operate.  However, in S&P's opinion, not all entities will
be able to strengthen their capital measures enough for it to
improve its views on their solvency.  For most banks, only an
improvement in the anchor, combined with a stronger opinion on
the banks' capitalization, would lead S&P to revise up the banks'
SACPs.  S&P sees potential for this to happen for those entities
that have a positive outlook.

S&P has also raised by one notch the ratings on two banks --
Cecabank S.A. and Bankinter S.A. -- to reflect bank-specific
developments.  Such developments led to stronger assessments of
the banks' SACPs: to 'bbb-' from 'bb+' for Cecabank and to 'bb+'
from 'bb' for Bankinter.  In the case of Cecabank, the
improvement was triggered by the institution's enhanced capital
position resulting from its continued deleveraging and de-risking
process over recent quarters, which was more significant than S&P
expected.  In the case of Bankinter, the rating action reflects
S&P's view that the bank has successfully transformed its
business model.  Although not affecting the rating on Banco de
Sabadell, S&P also revised up the bank's SACP to 'bb-' from 'b+'
to reflect its view that the bank has addressed its previous
liquidity imbalances, reducing its recourse to short-term
wholesale funding (including the funding provided by the European
Central Bank).

Despite the likely improvement in the economic environment in
Spain, S&P maintained its negative outlooks on two Spanish banks,
Banco Popular Espanol S.A. and NCG Banco S.A.  This is because
S&P still sees downward pressure on their SACPs.  The negative
outlook on both also incorporates the possible reduction or
removal of extraordinary government support from their ratings as
resolution regimes are put in place.

In an unrelated action, S&P also lowered by two notches its
ratings on Barclays Bank S.A.U. (BBSA) to 'BB/B', reflecting its
lower strategic importance for its U.K. parent.

OUTLOOK

The outlook on Banco Santander S.A. and Banco Bilbao Vizcaya
Argentaria mirrors that on the sovereign.

The stable outlook on SCF, the U.S.-based subsidiaries of
Santander, and BBVA mirrors that on their respective parents.

The negative outlook on Santander's subsidiaries in Puerto Rico
reflects Puerto Rico's challenging economy, which could result in
weakening loan performance, given the bank's large exposure to
the Commonwealth of Puerto Rico and certain public
municipalities.

The positive outlook on CaixaBank, Bankia, Sabadell, and
Bankinter reflects the likelihood that S&P would revise up its
SACPs on these banks if the positive economic risk trend results
in an improvement of our economic risk assessment for Spain and
capital strengthens as expected.  In the case of Bankia and
Sabadell, the improvements in their SACPs will likely lead to an
upgrade, even after taking into account the ongoing negative
pressure on the rating related to the potential removal of
government support as resolution frameworks are put in place.

The positive outlook on Cecabank reflects the likelihood that S&P
could raise the ratings if its assessment of economic risk
improves and S&P continues to view its capital as strong.

The positive outlook on BFA mirrors that on its core operating
subsidiary, Bankia.

The stable outlook on Kutxabank and Ibercaja reflects the
likelihood that S&P would not revise their SACPs, even if its
assessment of economic risks in Spain were to improve.  This is
because S&P do not expect the banks to be able to strengthen
their capitalization enough to result in an improved assessment
of capital.

The stable outlook on BBSA balances S&P's view of still-
challenging financial prospects, which could erode the bank's
capital base, with S&P's expectations of improving economic
conditions in Spain and the positive impact of the bank's
expected high deleveraging on its capital metrics.

The negative outlook on Popular and NCG Banco reflects the
possibility that S&P could revise down their SACPs if their
capital does not evolve in line with its expectations, or their
asset quality deteriorates more than S&P anticipates.  It also
reflects the possibility that S&P could reduce or remove notches
of extraordinary government support incorporated into their
ratings.  In the case of NCG, the negative outlook also reflects
the possibility of the bank not being able to restore liquidity
to a level that S&P considers "adequate" under its criteria once
the LTRO expires.

CREDITWATCH

S&P's unsolicited 'BB' long-term rating on Caja de Ahorros y
Pensiones de Barcelona (La Caixa) remains on CreditWatch with
negative implications pending the approval of new regulation for
banking foundations.

BICRA SCORE SNAPSHOT*

Spain
                              To                   From
BICRA Group                   6                    6

Economic risk                7                    7
   Economic resilience        Intermediate risk    Intermediate
                                                   risk
   Economic imbalances        Very high risk       Very high risk
   Credit risk in the economy High risk            High risk
  Economic risk trend         Positive             Positive

Industry risk                5                    5
   Institutional framework    Intermediate risk    Intermediate
                                                   risk
   Competitive dynamics       Intermediate risk    Intermediate
                                                   risk
   Systemwide funding         High risk            High risk
  Industry risk trend         Stable               Stable

* 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 LIST

                                 To                    From
Ratings Raised

Banco Santander S.A.
  Long-term counterparty credit rating
                                 BBB+/Stable           BBB/Stable
Santander Consumer Finance S.A.
  Counterparty Credit Rating
                                 BBB/Stable/A-2   BBB-/Stable/A-3

Santander BanCorp.
Banco Santander Puerto Rico
  Counterparty Credit Rating
                              BBB/Negative/A-2  BBB-/Negative/A-3

Banco Bilbao Vizcaya Argentaria S.A.
  Counterparty Credit Rating
                                 BBB/Stable/A-2   BBB-/Stable/A-3

BBVA Compass Bancshares
Compass Bank
  Counterparty Credit Rating
                                 BBB/Stable/A-2   BBB-/Stable/A-3

Bankinter S.A.
  Counterparty Credit Rating     BB+/Positive/B     BB/Positive/B

Cecabank S.A.
  Counterparty Credit Rating    BBB-/Positive/A-3  BB+/Positive/B

Ratings Lowered
Barclays Bank S.A.U.
  Counterparty Credit Rating     BB/Stable/B    BBB-/Negative/A-3

Outlook Revised; Ratings Affirmed
CaixaBank S.A.
  Counterparty Credit Rating    BBB-/Positive/A-3 BBB-/Stable/A-3

Kutxabank S.A.
  Counterparty Credit Rating    BBB-/Stable/A-3 BBB-/Negative/A-3

Banco de Sabadell S.A.
  Counterparty Credit Rating     BB/Positive/B   BB/Negative/B

Bankia S.A.
  Counterparty Credit Rating     BB-/Positive/B  BB-/Negative/B

Banco Financiero y de Ahorros S.A.
  Counterparty Credit Rating     B/Positive/B     B/Negative/B

Ratings Affirmed

Banco Santander S.A.
  Short-term rating              A-2

Santander Holdings USA Inc.
Santander Bank, N.A.
  Counterparty Credit Rating
                                 BBB/Stable/A-2

Banco Popular Espanol S.A.
  Counterparty Credit Rating     B+/Negative/B

Ibercaja Banco S.A.
  Counterparty Credit Rating     BB/Stable/B

NCG Banco S.A.
  Counterparty Credit Rating     B+/Negative/B

Caja de Ahorros y Pensiones de Barcelona (Unsolicited)
  Short-Term Counterparty Credit Rating
                                 B

Rating Remain On CreditWatch
Caja de Ahorros y Pensiones de Barcelona (Unsolicited)
  Long-Term Counterparty Credit Rating
                                 BB/Watch Neg

NB: This list does not include all the ratings affected.


CEMEX SAB: EU Regulators to Clear Holcim, Firm Deal in Germany
--------------------------------------------------------------
Foo Yun Chee at Reuters reports that cement maker Holcim will win
EU antitrust approval for acquiring the German operations of
Mexican rival CEMEX, S.A.B. de C.V., two people with direct
knowledge of the matter said, as one side of a swap that gives
Cemex assets in Spain.

The European Commission is investigating Holcim's plan to swap
its assets in Spain for Cemex's operations in Germany due to
concerns that the deal may reduce competition and result in
higher prices in both countries, according to Reuters.

Reuters notes that sources said the EU competition authority
would clear the German deal unconditionally.

The Commission is scheduled to decide on the German deal by
July 8 and the Spanish case by Sept. 5.  The companies unveiled
the asset swap plan in August last year, Reuters relates.

Reuters notes that the Czech competition agency has already
cleared a third element of the deal under which Cemex purchased
Holcim's Czech business.

Holcim is also preparing to seek clearance for a plan to buy
French rival Lafarge to create the world's biggest cement maker.
The companies intend to sell about EUR5 billion of assets to ease
competition concerns, Reuters adds.

                         About CEMEX SAB

Mexican corporation CEMEX, S.A.B. de C.V., is a holding company
of entities which main activities are oriented to the
construction industry, through the production, marketing,
distribution and sale of cement, ready-mix concrete, aggregates
and other construction materials.  CEMEX is a public stock
corporation with variable capital (S.A.B. de C.V.) organized
under the laws of the United Mexican States, or Mexico.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 27, 2014, Standard & Poor's Ratings Services assigned its
'B+' issue-level rating and a recovery rating of '3' to CEMEX
Finance LLC's proposed 10-year benchmark dollar bonds and EUR300
million senior secured notes due 2021.  The recovery rating of
'3' indicates that bondholders can expect a meaningful (50% to
70%) recovery in the event of a payment default.


FTPYME BANCAJA 3: Fitch Lowers Rating on Class D Notes to 'CCsf'
----------------------------------------------------------------
Fitch Ratings has downgraded FTPYME Bancaja 3, FTA's class D
Notes and affirmed the others, as follows:

Class B (ISIN ES0304501036): affirmed at 'A+sf'; Outlook Stable
Class C (ISIN ES0304501044): affirmed at 'Bsf'; Outlook Negative
Class D (ISIN ES0304501051): downgraded to 'CCsf' from 'CCCsf';

Recovery Estimate 0%

FTPYME Bancaja 3, FTA, 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.

KEY RATING DRIVERS

The transaction is exposed to payment interruption risk should
the servicer, Bankia S.A. (BBB-/Negative/F3), default.  The
reserve fund is currently underfunded and stands at zero.  As a
consequence, there is nothing to mitigate the impact of a
disruption to the collection process and maintain timely payments
to the noteholders.  The class B notes are capped at 'A+sf'.

The affirmation of the class B notes reflects the increased
available credit enhancement (CE), due to the transaction's
deleveraging.  The class A3(G) notes have been redeemed in full
and the class B notes have amortized to EUR9.56 million over the
past 12 months.  As a consequence, CE has increased to 72.75%
from 58.75%.  The class C notes' rating reflects the relatively
stable portfolio performance and available CE.  The Negative
Outlook reflects the high obligor and industry concentration, the
long weighted average life (WAL) of the performing pool and the
risk that interest on the class D notes will not be deferred.

The downgrade of the class D notes reflects the under-
collateralization and increased principal deficiency ledger
(PDL). Default seems highly probable unless the realized
recoveries are substantially higher than Fitch's expectations.

Over the past 12 months, 90+ day delinquent loans have decreased
to 1.88% from 9.03% and 180+ day delinquent loans to 1.54% from
8.65%.  Cumulative defaults have increased to EUR20 million and
current defaults, including unpaid interest, represent now 28.37%
of the pool.  The PDL has increased to EUR2.64 million during the
same period. The WAL of the performing pool is seven years with a
high concentration of loans scheduled to mature in 2018 and 2023.

Rating Sensitivities

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

Applying a 1.25x default rate multiplier or a 0.75x recovery rate
multiplier to all assets in the portfolio would not result in a
downgrade of the class B and D notes.



===========
T U R K E Y
===========


TURK TELEKOM: S&P Assigns 'BB+/B' Corporate Credit Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its
'BB+/B' long- and short-term corporate credit ratings to Turkey's
largest fixed-line telecommunications operator Turk Telekom.  S&P
has also assigned its 'BB+' issue rating to the proposed senior
unsecured bond to be issued by Turk Telekom.  The recovery rating
on this proposed bond is '3', indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.

At the same time, S&P has placed its corporate credit and issue
ratings on Turk Telekom on CreditWatch with positive
implications.

The rating on Turk Telekom is primarily supported by its solid
positions in the Turkish fixed-line telephony market, robust cash
generation, and conservative leverage (debt to EBITDA).  The
rating is mainly constrained by the company's currently "less
than adequate" liquidity and a currency mismatch between its
revenues and debt.

Turk Telekom's "satisfactory" business risk profile is supported
by the company's strong leadership position in domestic fixed-
line business.  In addition, the company generates strong
profitability and cash flow.  The business risk profile is
constrained by the company's exposure to country risk in Turkey
and the weak competitive position of its mobile subsidiary, Avea,
in the saturated domestic, three-player mobile telephony market,
where competitor Turkcell Iletisim Hizmetleri A.S. dominates.
Turk Telekom has achieved a dominant market share in broadband
internet, which allows the company to grow and to compensate for
declining traditional voice revenues.  Turk Telekom is also
developing Avea, which is the No. 3 operator in domestic mobile
telephony.  Although Turk Telekom is gradually increasing its
market share in mobile telephony, its market position is
relatively weak and profitability low.  That said, given the
company's investments in mobile business in recent years, S&P
expects market position and profitability to improve in 2014-
2015.

"Our assessment of Turk Telekom's "intermediate" financial risk
profile reflects our assumption that its Standard & Poor's-
adjusted debt-to-EBITDA ratio will remain below 2x, which is
commensurate with the management's policy of unadjusted net debt
to EBITDA of below 1.5x.  Constraining the company's financial
risk profile is its limited financial flexibility, resulting from
the policy to distribute close to 100% of net income as
dividends, including to its highly leveraged majority shareholder
OTAS, and its unhedged exposure to foreign exchange risk
resulting from its primarily dollar- and euro-denominated debt.
Consequently, discretionary cash flow (DCF, or cash generation
after capital expenditures and dividends) was negative in 2012
and 2013, and is likely to be only modestly positive in 2014-
2015, covering about 5%-15% of debt, as adjusted by Standard &
Poor's," S&P said.

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

   -- About 4%-6% consolidated revenue growth in Turkish lira
      terms, slightly below Turkey's inflation, based on S&P's
      expectation that fixed-line's strong performance will
      continue, and declining revenues in the traditional voice
      segment will be broadly offset by growth in broadband
      internet.

   -- Consolidated EBITDA margin of about 37%.

   -- A capital expenditures-to-sales ratio declining to 15%-16%
      from the historical level of 18%-20.

   -- Dividends at close to 100% of net income, as per the
      company's financial policy, with a lower dividend to be
      paid for 2013.

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

   -- A Standard & Poor's-adjusted debt-to-EBITDA ratio of about
      1.6x over the next two years.

   -- Standard & Poor's-adjusted free operating cash flow (FOCF)
      to debt of about 25% over the same period.

   -- Positive DCF based on our expectation of lower dividends.

S&P currently rates Turk Telekom at the same level as the foreign
currency long-term rating on Turkey (unsolicited: foreign
currency BB+/Negative/BB; local currency BBB/Negative/A-2).  S&P
believes the rating on Turk Telekom cannot exceed its foreign
currency long-term rating on the sovereign based on the company's
current capital structure, which includes meaningful short-term
debt and significant unhedged exposure to foreign exchange risk,
and overall management of liquidity and foreign exchange risk.
However, S&P thinks a rating higher than that on Turkey is
possible if Turk Telekom issues meaningful long-term debt and
applies the proceeds toward repayment of its short-term
maturities, and maintains this approach in the future.

S&P aims to resolve the CreditWatch by the end of July 2014,
after Turk Telekom issues its proposed senior unsecured bond and
it has discussions with the company's management regarding use of
the proceeds to repay short-term debt, and improve its debt
maturity profile and liquidity management in general.

"S&P could upgrade Turk Telekom after its proposed senior
unsecured bond issue and application of the proceeds to repay its
short-term debt and improve its debt maturity profile.  Such
repayment could in turn lead us to revise our assessment of its
liquidity to "adequate" from "less than adequate."  Our
preliminary calculations indicate that the company could achieve
sufficient numerical coverage of liquidity sources by uses to
match the minimum 1.2x sources-to-uses coverage ratio consistent
with a higher rating, depending on the amount of the bond issue.
However, we also estimate that consistent maintenance of such
coverage would require liquidity and currency management policies
that proactively address these risks," S&P said.

To rate the company higher than the foreign currency rating on
Turkey, S&P would also need to consider Turk Telekom's liquidity
as sufficient to pass a stress test under our sovereign default
scenario, which includes a 50% devaluation of the Turkish lira
against the dollar and the euro.  S&P believes Turk Telekom could
pass this test with its proposed bond issue.  However, given the
currency mismatch between the company's earnings and its debt,
S&P would likely rate Turk Telekom only one notch higher than
Turkey and not higher than its 'bbb' transfer and convertibility
assessment on Turkey.

S&P could affirm the ratings if it thought that Turk Telekom
could not pass a stress test in our scenario of a hypothetical
sovereign default.  This could come from an insufficient
reduction of its short-term debt maturities.



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


ROSUKRENERGO AG: Gazprom Commences Liquidation Process
------------------------------------------------------
Interfax reports that Gazprom is launching the process of
liquidating RosUkrEnergo AG, its joint venture with Ukrainian
businessman Dmitro Firtash, which acted as intermediary for gas
supplies to Ukraine and the European Union for a number of years.

Interfax relates that Gazprom said in a statement that its board
of directors would on June 17 agree on "Gazprom's position on
voting by its representatives in the governing bodies of
RosUkrEnergo AG regarding the liquidation of RosUkrEnergo AG."

According to Interfax, the board will also vote on contributions
to the additional paid-in capital of South Stream Transport B.V.
and the participation of Alexei Miller, Alexander Medvedev and
Vitaly Markelov in the governing bodies of South Stream
Transport.

RosUkrEnergo AG markets and distributes gas from Russia,
Turkmenistan, Uzbekistan, and Kazakhstan to Ukraine.



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


EPIC PLC: S&P Raises Rating on Class F Notes to 'B+(sf)'
--------------------------------------------------------
Standard & Poor's Ratings Services raised to 'B+ (sf)' from 'CCC
(sf)' its credit rating on Epic (Culzean) PLC's class F notes.
At the same time, S&P has withdrawn its ratings on the class B,
C, D, and E notes.

Epic (Culzean) is a synthetic commercial-mortgage backed
securities (CMBS) transaction that closed in 2007.  Noteholder
losses were synthetically linked to the performance of four
commercial property loans.  The Royal Bank of Scotland PLC (RBS)
arranged the transaction, and is the credit default swap (CDS)
counterparty, the servicer, and the special servicer.  At
closing, the notes referenced the credit risk of four loans
secured on U.K. commercial real estate properties.

The rating actions follow S&P's review of the credit quality of
the transaction's remaining loan under its European CMBS
criteria.

S&P's review follows the full repayment of the Prime A (GBP24.2
million) and Friends First (GBP35.2 million) loans, and the
partial prepayment of the Prime Bloan (GBP11.9 million) on the
April 2014 interest payment date.  These repayments fully repaid
the class B, C, D, and E notes.

The Prime B loan is the pool's sole remaining loan.  At closing,
there were five London retail properties backing the loan.  One
property has since been sold, resulting in a partial repayment
(GBP11.9 million) of the loan.  The remaining four properties
include two on Kensington High Street and two on Westbourne Grove
in Notting Hill. French Connection, Orlebar Brown, O2 UK Ltd.,
and Kooples, occupy the properties.  The leases will mature
between June 2020 and April 2024.

The loan pays interest only and has an outstanding securitized
balance of GBP8.8 million and a junior loan balance of GBP2.3
million.  The loan matures in October 2016.  The reported whole
loan loan-to-value ratio is 60.8%, based on an GBP18.2 million
January 2013 valuation.

S&P has assumed no losses on the loan in its expected-case
scenario.

S&P's ratings in Epic (Culzean) address the timely payment of
interest and ultimate payment of principal no later than the
legal final maturity date in October 2019.

Following the full repayment of the Prime A and Friends First
loans and the partial prepayment of the Prime B loan, the class
B, C, D, and E notes have now fully redeemed.  S&P has therefore
withdrawn its ratings on these classes of notes.

Loss allocation to the class F notes is synthetically linked to
the Prime B loan's securitized portion's performance.  The loss
definition under the CDS includes loss of principal, enforcement
costs, and all payments made by the swap counterparty for the CDS
upon loan default.

As a result, the class F notes' credit quality differs from notes
in a true-sale CMBS transaction.  S&P considers that there may be
scenarios where it sees losses applied to the class F notes even
if the securitized loan is fully recovered.  This is because if
the loan defaults, the swap counterparty can claim back all of
the quarterly CDS payments that it has made since the loan
defaulted.

However, S&P believes that if additional asset sales were to
occur for the Prime B loan, the transaction's structure, as
described above, would pose less of a constraint, and would
therefore likely benefit the class F notes.

S&P's analysis indicates that the class F notes' credit quality
has improved.  However, S&P's rating on the class F notes is
constrained at 'B+ (sf)' due to the transaction's structure.  S&P
has therefore raised to 'B+ (sf)' from 'CCC (sf)' its rating on
the class F notes.

Epic (Culzean) is a U.K. synthetic CMBS transaction that closed
in 2007, with a legal maturity date in October 2019.

RATINGS LIST

Epic (Culzean) PLC
GBP548.65 mil commercial mortgage-backed floating-rate notes
                               Rating
Class       Identifier         To              From
B           XS0286456198       NR              A (sf)
C           XS0286456867       NR              A- (sf)
D           XS0286457758       NR              BB- (sf)
E           XS0286458723       NR              B- (sf)
F           XS0286459374       B+ (sf)         CCC (sf)

NR-Not Rated.


SOUTHERN PACIFIC: S&P Raises Ratings on 3 Note Classes to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Southern Pacific Securities 06-1 PLC's class C1a, C1c, D1a, D1c,
and ETc notes.  At the same time, S&P has affirmed its ratings on
the class A2a, A2c, B1c, E1c, and FTc notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction, as part of its periodic review of its
performance as of the March 2014 payment date.

Since S&P's previous review on June 8, 2012, the transaction's
performance has been stable in terms of arrears and net losses.
Total delinquencies have decreased to 42.3% from 45.3%.  The
decrease is due to technical reasons, since the servicer (Acenden
Ltd.) updated how it reports arrears in the December 2012
investor report to distinguish among amounts outstanding,
delinquencies, and other amounts owed.  The servicer's definition
of other amounts owed includes (among other items), arrears of
fees, charges, costs, ground rent, and insurance.  Delinquencies
now include principal and interest arrears on the mortgages,
based on the borrowers' monthly installments.  Amounts
outstanding are principal and interest arrears, after the
servicer first allocates payments from borrowers to other amounts
owed.

Under the transaction documents, the servicer first allocates any
arrears payments to other amounts owed, then to interest amounts,
and subsequently to principal.  From a borrowers' perspective,
the servicer first allocates any arrears payments to interest and
principal amounts, and secondly to other amounts owed.  This
difference in the servicer's allocation of payments for the
transaction and the borrower results in amounts outstanding being
greater than delinquencies.  In the past, the servicer based
arrears figures on amounts outstanding, while now they are based
on delinquencies.  Net cumulative principal losses have been
stable at about 3.6%, which is above S&P's index for U.K.
residential mortgage-backed securities (RMBS) at 3.2%.

S&P's credit analysis shows an increase in its current weighted-
average foreclosure frequency (WAFF) assumptions and its
weighted-average loss severity (WALS) assumptions since its
previous review.  The WAFF shows the weighted-average probability
of default of loans in the collateral pool, and the WALS shows
the weighted-average loss likely to be experienced on defaulted
loans in the collateral pool, as a proportion of the loan amount.
The main reason for the increase in S&P's WAFF assumptions is an
increase in the weighted-average original loan-to-value (OLTV)
ratio.  The former increased due to an adverse portfolio
selection, in which loans with lower OLTV ratios repaid earlier.

S&P's WALS assumptions have increased because it expects
potential principal losses to be greater, given the difference in
the servicer's allocation of payments.  It is likely that the
ongoing increase in other amounts owed will continue.  When the
servicer sells repossessed properties, recoveries available to
the issuer will be lower.

Rating     WAFF    WALS
level       (%)     (%)

AAA       48.84   47.08
AA        42.72   41.08
A         35.55   31.85
BBB       30.99   26.95
BB        26.21   23.32
B         23.44   20.62

The notes are currently amortizing sequentially, as 90+ days
amounts outstanding comprise 48.1% of the pool, which is well
above the transaction's 22.5% pro rata amortization trigger.  As
the ratio is well above the trigger, S&P considers that the
transaction will likely continue to pay principal sequentially.
S&P has incorporated this assumption in our cash flow analysis by
modeling a sequential repayment of the notes.

The notes benefit from a nonamortizing reserve fund which is at
its target level and represents 2.6% of the notes.  The notes
also benefit from a liquidity facility equal to EUR19.8 million.

Although S&P's cash flow modeling shows that the class A to C
notes pay timely interest and repay principal at rating levels
above a 'A' rating level, S&P's current counterparty criteria
limit the notes' maximum achievable ratings at its long-term 'A'
issuer credit rating on Barclays Bank PLC.  S&P's cash flow
analysis shows that the increased available credit enhancement
for the class A2a, A2c, B1c, B1c, E1c, C1a, C1c, D1a, and D1c
notes has offset the increase in S&P's credit assumptions.

Taking into account the results of S&P's credit and cash flow
analysis, it considers the available credit enhancement for the
class A2a, A2c, B1c, B1c, and E1c notes to be commensurate with
S&P's currently assigned ratings.  S&P has therefore affirmed its
ratings on these classes of notes.

S&P considers the available credit enhancement for the class C1a,
C1c, D1a, and D1c notes to be commensurate with higher ratings
than previously assigned.  Consequently, S&P has raised its
ratings on these classes of notes.

The class ETc and FTc notes repay using excess spread.  S&P has
raised its rating on the class ETc notes to reflect its view that
they will likely fully repay on the next interest payment date,
considering the small outstanding balance and the current benign
U.K. economic environment.

The class FTc notes are deferrable-interest notes.  They have
never received any interest payments and their principal balance
has increased due to the amount of accrued interest.  Even if
they start receiving payments after the class ETc notes redeem,
in S&P's view, there is a one-in-two chance of eventual default.
S&P has therefore affirmed its 'CCC (sf)' rating on the class FTc
notes.

S&P's credit stability analysis indicates that the maximum
projected deterioration that it would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions, are in line with S&P's credit stability
criteria.

Southern Pacific Securities 06-1 securitizes a pool of
nonconforming U.K. residential mortgage loans, which Southern
Pacific Mortgage Ltd. and Southern Pacific Personal Loans Ltd.
originated.

RATINGS LIST

Class                 Rating
            To                    From

Southern Pacific Securities 06-1 PLC
EUR157.85 Million, GBP157.01 Million, US$199.15 Million Mortgage-
Backed Floating-Rate Notes, Plus An Overissuance Of Deferrable
Interest Notes

Ratings Raised

C1a         A (sf)                A- (sf)
C1c         A (sf)                A- (sf)
D1a         BB (sf)               B (sf)
D1c         BB (sf)               B (sf)
ETC         BB (sf)               B- (sf)

Ratings Affirmed

A2a         A (sf)
A2c         A (sf)
B1c         A (sf)
E1c         B- (sf)
FTc         CCC (sf)


STONEGATE PUB: S&P Assigns 'B+' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'B+' long-term corporate credit rating to British hospitality and
pub group Stonegate Pub Co. Ltd.  The outlook is stable.

At the same time, S&P assigned its 'B+' long-term issue rating to
the GBP260 million and GBP140 million senior secured notes due
2019.  The recovery rating on the notes is '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

The rating reflects S&P's view of Stonegate's "fair" business
risk profile and "highly leveraged" financial risk profile, as
its criteria define these terms.

S&P's anchor -- the starting point in assigning an issuer credit
rating -- for Stonegate is 'b', which it derives by combining its
business risk and financial risk assessments.  The long-term
rating on Stonegate is 'B+' owing to a one-notch upward
adjustment for S&P's "positive" comparable rating analysis
modifier.  This reflects S&P's view that Stonegate's business
risk profile is at the upper end of the "fair" category.  In
addition, S&P believes the company's significant asset backing,
healthy free cash flow generation, and leverage ratios that are
moderately better than those of many other companies in the
"highly leveraged" financial risk category, support the
application of this modifier.

The stable outlook reflects S&P's forecast that Stonegate should
be able to increase its revenues by more than 20% year on year in
fiscal 2014, largely thanks to the acquisition of 78 pubs from
competitor Bramwell in November 2013.  From 2015, organic revenue
growth should remain healthy at about 3%.  The improved overall
economic environment in the U.K., ongoing pub renovations, and
improved food offerings across more pubs should be the key
drivers for this growth.  As a result of the revenue increase
that S&P anticipates, better profitability thanks to the Bramwell
acquisition, and further cost reduction through improved supplier
terms, S&P expects the EBITDA margin to increase by about 150 bps
in 2014 and by another 200 bps in 2015.  This should translate
into continued free operating cash flow generation and healthy
liquidity.

S&P could consider lowering the rating if leverage ratios
worsened, for instance if Stonegate financed a further large
acquisition of pubs with additional debt.  S&P could also
consider a downgrade if a market downturn or other issues caused
the group's EBITDA to fall short of its expectations, leading to
covenant headroom falling below 15%, adjusted debt to EBITDA
rising significantly above 7x, or reported EBITDA interest cover
falling below 2x.  If Stonegate is unable to increase its top-
line growth and profitability and generate free cash flow, in
line with S&P's expectations, it would likely remove its positive
comparable rating analysis modifier, leading to a one-notch
downgrade.

S&P could raise its rating on Stonegate if our two core leverage
ratios improved to levels it considers commensurate with an
"aggressive" financial risk profile.  Specifically, this would
require adjusted FFO to debt of greater than 12% and adjusted
debt to EBITDA of less than 5x on back of strong free cash flow
generation and a prudent financial policy.  S&P do not consider
an upgrade as likely in the near term.


TRAGUS GROUP: Unveils Terms of Company Voluntary Arrangement
------------------------------------------------------------
Ashley Armstrong at The Daily Telegraph reports that Tragus, the
owner of Cafe Rouge and Bella Italia, has announced a major
restructuring plan that will slash its rental bill and reduce
debt by GBP263 million to stave off collapse.

According to The Daily Telegraph, the company's financial
advisers, Zolfo Cooper, said the agreed company voluntary
arrangement (CVA) will reduce Tragus' debt burden from GBP354
million to GBP91 million.

Under the terms of the CVA Tragus will retain current rent
payments at 150 restaurant sites out of 290 sites, while halving
its rent payments on 32 properties and reducing rent to 60% of
current levels on 18 properties, The Daily Telegraph discloses.

Tragus also said that it will formally kick-off the sale process
for the group's 56 Strada Italian restaurants, The Daily
Telegraph relays.

Should the CVA be approved by landlords and creditors on June 20,
Tragus intends to open another 12 Bella Italia sites over the
next 12 months and open another 50 over the next five years, The
Daily Telegraph states.

Debt fund Apollo, which has taken ownership of Tragus after
buying up a significant portion of its debt, has said it will
inject GBP20 million of new money to secure the group's long-term
future, provided the CVA is approved, The Daily Telegraph
relates.

The British Property Federation, as cited by The Daily Telegraph,
said the CVA would enable all the Bella Italia and Cafe Rouge
restaurants from going into administration, however stressed the
insolvency structure should be considered a last resort.

Tragus is a restaurant group.  It is the owner of restaurant
chains Cafe Rouge and Strada.  Cafe Rouge runs 125 restaurants
and Bella Italia has 90 across the UK.



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


* BOOK REVIEW: CHARLES F. KETTERING: A Biography
------------------------------------------------
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
http://www.beardbooks.com/beardbooks/charles_kettering.html
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
persistence."

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 Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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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,
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *