TCREUR_Public/140612.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, June 12, 2014, Vol. 15, No. 115

                            Headlines

F R A N C E

BEL MAILLE: Placed Into Judicial Administration
REMY COINTREAU: Fitch Lowers Issuer Default Rating to 'BB+'
SOLOCAL GROUPE: Fitch Cuts Issuer Default Rating to 'RD'
VG MICROFINANCE: Fitch Affirms 'B+sf' Rating on EUR30.3MM Notes


G E R M A N Y

MAUSER HOLDING: Moody's Assigns 'B3' Corporate Family Rating
* GERMANY: Business Insolvencies Down in First Quarter 2014


I R E L A N D

ALLIED IRISH: S&P Affirms 'BB' Counterparty Credit Rating
DOONBERG GOLF: Has Funds Available for Unsecured Creditors
EUROCREDIT CDO VII: S&P Lowers Rating on Class E Notes to 'B-'
PB DOMICILE 2006-1: Fitch Lowers Rating on Class E Notes to 'Bsf'


I T A L Y

CERVED GROUP: S&P Puts 'B' CCR on CreditWatch Positive
PHARMA FINANCE: Moody's Lowers Rating EUR5.5MM Notes to 'Ba2'


L U X E M B O U R G

HIGH TIDE: Moody's Cuts Rating on EUR60MM Class A Notes to 'C'


M O N T E N E G R O

KOMBINAT ALUMINIJUMA: Uniprom Buys Business for EUR28 Million


N E T H E R L A N D S

CHARGER OPCO: Moody's Assigns '(P)Ba3' Corporate Family Rating
CONSTAR: UTB Takes Over Operations Following Bankruptcy
JUBILEE CDO IV: S&P Lowers Ratings on 2 Note Classes to 'CCC'
LEVERAGED FINANCE III: S&P Cuts Rating on 2 Note Classes to CCC-
MARFRIG HOLDINGS: Moody's Assigns B2 Rating on US$850MM Sr. Notes

MARFRIG HOLDINGS: Fitch Assigns 'B/RR4' Rating to US$850MM Notes
SELECTA GROUP: Moody's Assigns (P)B3 Corporate Family Rating


R U S S I A

BANK URALSIB: Moody's Affirms B2 Deposit Rating; Outlook Negative
KRAYINVESTBANK: Fitch Lowers IDR to 'B'; Outlook Stable


S L O V E N I A

LJUBLJANSKA BANKA: S&P Assigns 'BB-/B' Ratings; Outlook Negative


S W E D E N

NORCELL SWEDEN: Moody's Places B2 CFR Under Review for Upgrade


S W I T Z E R L A N D

DUFRY AG: S&P Puts 'BB+' CCR on CreditWatch Negative
NUANCE GROUP: S&P Puts 'B+' CCR on CreditWatch Positive


U K R A I N E

BROKBUSINESSBANK: NBU Commences Liquidation Procedure


U N I T E D   K I N G D O M

DAWNBROOK LTD: Goes Into Administration, Seeks Buyer for Hotel
GAME DIGITAL: Back in Business After Going Into Administration
HARRISON LEISURE: 14 Jobs Saved as Firm Goes Into Administration
LEEDS UNITED AFC: May Face Liquidation Over Unpaid Debt


                            *********


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F R A N C E
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BEL MAILLE: Placed Into Judicial Administration
-----------------------------------------------
just-style.com reports that French textile company Bel Maille has
been placed in judicial administration for an initial period of
six months after filing for bankruptcy.

The company employs 58 people and produces fabric for off-the peg
garments, lingerie, swimsuits, and technical textiles for
industrial usage.

"Our production volumes have declined over the past two years and
we simply can't maintain our independence and current structure
as things stand," just-style quoted Stephane Ziegler, as saying.

The report relates that Mr. Ziegler added that court protection
will allow the company to continue in business ahead of a
proposed change in ownership.

Mr. Ziegler, the report notes, revealed an unidentified
"international industrial group" had made a commitment to buy the
company and that a business plan had been drawn up.

"While it was ultimately up to the court to decide on the
takeover, we're hoping the takeover will go through at the end of
the summer," Mr. Ziegler said, the report discloses.

Mr. Ziegler expects turnover to total EUR12 million in 2014
having fallen to below EUR10 million last year, the report
relates.


REMY COINTREAU: Fitch Lowers Issuer Default Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings has downgraded Remy Cointreau SA's Long-term Issuer
Default Rating (IDR) and senior unsecured ratings to 'BB+' from
'BBB-'.  The Outlook is Stable.

The downgrade reflects the significant drop in Remy's FY14
operating profit, the persisting uncertainty about the evolution
of demand of high-end cognac in China, the pressure on operating
profit from advertising and promotion (A&P) investments in the
company's other unit of Liqueurs and Spirits and Fitch's
consequent expectation that leverage will remain above the
threshold compatible with a 'BBB-' IDR.  While the shock in the
Chinese cognac market materialized broadly in line with Fitch's
assumptions for retaining a 'BBB-' rating, the 2013 share buyback
and higher cash taxes further affected credit metrics.  However,
the Stable Outlook reflects the expectation that Remy's leverage
should improve in FY15.

KEY RATING DRIVERS

Net Debt Increase

At YE14, net debt had increased by EUR148 million to EUR413
million due to a sharp drop in EBITDA (-35%), cash flow
absorption from higher than usual tax payments, investments in
ageing stocks (EUR50 million) and capex (EUR35 million to EUR40
million per annum) aimed at expanding capacity.  It was also
affected by a EUR76 million share buyback conducted despite the
deterioration in cash flow generation having already
materialized.

Uncertain Cognac Recovery

Stabilization of the company's cognac profits will rely on a
sufficiently quick substitution of demand previously linked with
Chinese civil servants with demand from other affluent consumers,
which will probably take time to materialize.  In addition,
management has ruled out a move into the potentially defensive
and higher growth category of "non-Extra" cognac.  Therefore a
recovery could be slower than that of peers such as Diageo or
Pernod Ricard.

Liqueurs, Spirits Require Investments

Apart from cognac, the company has a portfolio of good liqueurs
and spirits.  However, they display a weaker market profile than
those of larger international industry players and require
continued marketing investments.  In FY14, the company was able
to increase sales (+3% in organic terms) but this did not
translate into a higher divisional operating profit (21% profit
decline in organic terms) due to the step-up in A&P expenditure
and some sales force re-organization.  Fitch believes that
achieving sustainable results for these brands could take some
time and continue to put pressure on the divisional profit
margin, thus enabling only a mild recovery from FY14's 15.6% back
towards FY13's 18.9%.

Higher than Expected Credit Metrics Deterioration

Fitch calculates that the company's lease-adjusted funds from
operations (FFO) gross leverage rose to over 6.0x at FYE14 (net
over 4.0x) and that although it will reduce in FY15, it is
unlikely to drop below 3.5x (gross) and 3.0x (net) over FY15 to
FY17.  FYE13 credit metrics were aligned with some of the highest
rated industry players.  In initially assigning a 'BBB-' IDR,
Fitch had viewed Remy as resilient to a theoretical stress
scenario in relation to a drop in cognac sales whereby leverage
would not grow higher than the maximum threshold of gross
leverage of 3.0x (net 2.5x) that we had assigned to maintain Remy
in investment grade.  While the shock in the Chinese cognac
market materialized broadly in line with our assumptions, the
2013 share buyback further affected credit metrics.

Subdued Cash Flow

FY14 free cash flow was particularly affected by a combination of
factors that we do not expect will be repeated in FY15, including
high tax charges and higher than average investments in maturing
stocks and capex.  However, Fitch do not believe operating profit
will rebound materially and expect the company will sustain its
investments in both maturing stocks and capex, albeit at the
slightly lower levels of FY13.  Consequently, Fitch expects free
cash flow to hardly break even over FY15 to FY17 and we view this
profile as consistent with the high end of the 'BB' category
rather than the previous 'BBB-' rating.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity

Fitch believes that Remy's liquidity is adequate thanks to a
EUR225 million revolving credit facility (EUR148 million drawn at
FYE14), EUR186 million of cash and cash-like instruments and the
limited debt redemptions due in FY15.  Additional flexibility is
provided by a EUR75 million receivable facility from Europeenne
de Participation Industrielle due in 2017.

RATING SENSITIVITIES

Positive: Future developments that could lead to an upgrade
include:

  -- The ability of management's strategy to effectively
     stabilize the impact on profits from the challenges in the
     Chinese cognac market.

  -- Adjusted net FFO leverage below 2.5x (gross below 3.0x).

  -- Free cash flow growing above 2% to 3% of revenues.

  -- FFO fixed charge cover above 6.0x.

Negative: Future developments that could lead to a downgrade
include:

  -- Adjusted net FFO leverage remaining above 3.5x (gross above
     4.5x).

  -- Cash flow remaining negative

  -- FFO fixed charge cover below 4.5x.


SOLOCAL GROUPE: Fitch Cuts Issuer Default Rating to 'RD'
--------------------------------------------------------
Fitch Ratings has downgraded France-based media group Solocal
Groupe S.A.'s Long-term Issuer Default Rating (IDR) to 'RD'
(Restricted Default) from 'C' and subsequently assigned the
company a new IDR of 'B-'.  The Outlook is Stable.

The downgrade to 'RD' follows Solocal's successful conclusion of
the safeguard process that enabled Solocal to amend the terms and
extend the maturity of its term loan debt by two years as well to
close a rights issue whose proceeds were mostly used to prepay
debt on June 6, 2014.  As a consequence Fitch also affirmed
financing vehicle PagesJaunes Finance & Co S.C.A's senior secured
notes rating at 'CCC-'.

Following the downgrade the new IDR of 'B-' reflects Solocal's
reduced leverage, ability to generate cash as well as its
transition towards digital.  Fitch has also assigned PagesJaunes
Finance & Co S.C.A senior secured notes a new rating of 'B+'.

The company can now focus on strengthening its conversion from a
print to a digital business model.  Over the medium term,
questions remain over Solocal's ability to refinance EUR1.2
billion of debt given the company's numerous operating
challenges, notably whether the expansion in revenue within the
digital segment will be strong enough to stabilize revenues and
profits.  However, the company is also set to generate material
free cash flow and is unlikely to come under liquidity pressures
until the maturity of the term facilities.  Solocal also has a
track record in repaying debt at par, with EUR1.2 billion repaid
since 2011.

Ability to deleverage through cash generation will be key to
maintaining the 'B-' rating as well as for any positive rating
action.  Failure to stabilize the business model and cash erosion
would conversely lead to a downgrade.

KEY RATING DRIVERS

Successful Refinancing

The extension of the term facilities A3 and A5 rolled over into a
new A7 facility tranche maturing in March 2018 provides Solocal
with time to execute an operational turnaround.  The company has
the unilateral option to further push maturities to March 2020
provided that no more than EUR35 million of 2018 senior secured
notes are outstanding on March 15, 2018.  The prepayment of
EUR400 million of term facilities with the majority of the
EUR440 million rights issue proceeds also reduces interest
payments and increases the financial flexibility of the company.

Pressure on Operating Profile

Solocal is implementing its "Digital 2015" strategy to restore
revenue growth by generating about 75% of sales from internet
sources by 2015.  Since 2011, revenue growth in internet has been
strong, especially in Search; however, a more competitive
environment may be emerging, leading to internet revenue in Q114
falling 0.9%.  Although it was impacted by the restructuring of
the sales force and order intakes have shown some positive signs
during the following two months, this raises questions over
whether the long-term growth potential of internet revenues will
be enough to offset a reduction in print revenues.

Increased Competition Online

Solocal has been ahead of competitors in its transition to
online. By end-December 2013, the company generated EUR633
million from internet-based revenues relative to EUR345 million
in print.  This transition was possible due to strong growth in
search-based revenues.  Intense competition in internet through
providers of ecommerce solutions and multiple specialized search
websites constitutes a major threat to the long-term prospects of
Solocal's search business.

However, Solocal has a solid brand name through PagesJaunes.fr
and Mappy.fr and a major sales force network to aggressively
market to local SMEs.  Whether this will be enough to prevent
market share erosion in local services search remains to be seen.

Print Declines

Print revenues continued their sharp decline, falling 15% in 1Q14
after a 13% drop in 1Q13.  Such steep declines feed into lower
absolute EBITDA and margins (43% in 1Q14 vs. 45% 1Q13).  With
continued large declines across the directories business,
Solocal's margin is likely to remain under pressure.
Management's challenge will be to continue to effectively manage
any contingent liabilities arising from operating in a declining
industry.

Medium-term Refinancing Risk

While short-term refinancing risk has been averted, questions
remain over the long-term ability of Solocal to refinance the
EUR1.2bn debt that remains on its balance sheet after the capital
increase and the subsequent debt prepayment.  Fitch forecasts
that declining revenues and continued margin pressure are likely
to increase gross funds from operations (FFO)-adjusted leverage.
The agency estimates that current liquidity and cash generation
should enable the company to meet interest payments until
refinancing is due.  Solocal shows strong FFO interest cover of
3.3x for 2014. However, its ability to generate free cash flow to
gradually reduce the still substantial FFO adjusted net leverage
of 5.4x at closing of the amend and extend process will be key to
maintaining the 'B-' rating in the medium term.

RATING SENSITIVITY

Positive: Future developments that could, individually or
collectively, lead to positive rating actions include:

-- Sustained stabilisation in PagesJaunes' gross operating
    margin and cash flow generation

-- Sustained internet revenue growth and no significant erosion
    in EBITDA margin

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

-- Dramatic reduction in online revenues as well as erosion in
    online profitability

-- FFO net leverage more than 6x

-- Negative net free cash flow generation


VG MICROFINANCE: Fitch Affirms 'B+sf' Rating on EUR30.3MM Notes
---------------------------------------------------------------
Fitch Ratings has affirmed VG Microfinance Invest Nr.1 GmbH
EUR30.3 million senior notes at 'B+sf' with a Negative Outlook.

The transaction consists of subordinated credit exposure against
20 (initially 21) microfinance institutions globally distributed
across 15 jurisdictions.  The institutions were selected by
Deutsche Bank AG (A+/Stable/F1+) in its role as seller and
protection buyer.

KEY RATING DRIVERS

The affirmation reflects the transaction's stable performance
since the last review.  The portfolio composition is static and
unchanged.  Rating migration has been limited and the portfolio's
average rating is in the 'B'/'CCC' range.

The Negative Outlook reflects the substantial refinancing risk of
the underlying loans.  All assets have a bullet amortization
profile and are scheduled to mature in December 2014.  One
asset's maturity has been restructured and half of its balance
(EUR1m) will be repaid between January and June 2015.  Fitch
expects a clustering of defaults on the loans' maturity date
given most obligors' low credit quality.  Fitch does not expect
any recoveries in case of default of the assets given their
subordinated nature.

RATING SENSITIVITIES

A downgrade of all assets in the portfolio by one notch would
result in a downgrade of the notes to 'B-sf' from 'B+sf'.



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G E R M A N Y
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MAUSER HOLDING: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Mauser
Holding GmbH, including a B3 corporate family rating and a
B3-PD probability of default rating. Instrument ratings are
detailed below. The rating outlook is stable. Proceeds from the
new debt raised will be used to fund the acquisition of Mauser
Group, to repay existing debt, and to pay fees and expenses
associated with the transaction.

On May 10, 2014, Clayton, Dubilier & Rice (CD&R) entered into an
agreement to acquire Mauser Group and its subsidiaries. The
transaction is supported by a total proforma capitalization of
EUR1.2 billion (including fees and expenses), including a
EUR242 million equity investment by CD&R. The transaction is
expected to close in the second half of 2014.

Mauser Holding GmbH headquartered in Bruhl, Germany, is a global
supplier of rigid packaging products and services for industrial
use. The Company supplies its customers through 82 facilities in
18 countries across North America, Europe and various emerging
markets. For the 12 months ended December 31, 2013, the company
generated almost approximately EURO 1.1 billion in revenue.
Mauser will be a portfolio company of CD&R at the close of the
transaction.

Moody's took the following rating actions:

Mauser Holding GmbH

-- assigned corporate family rating, B3

-- assigned probability of default rating, B3-PD

CD&R Millennium HoldCo 6 S.a.r.l. (Luxembourg) and co-borrower
CD&R
Millennium US AcquiCo LLC (Delaware)

-- assigned $462 million senior secured 1st lien term loan USD
    tranche due June 2021 (EUR340 million equivalent), B2
    (LGD3 -- 34%)

-- assigned EUR340 million senior secured 1st lien term loan due
    June 2021, B2 (LGD3 -- 34%)

-- assigned EUR150 million multicurrency senior secured credit
    facility due June 2019, B2 (LGD3 -- 34%)

-- assigned EUR50 million senior secured capex facility due June
    2021, June B2 (LGD3 -- 34%)

-- assigned EUR295 million senior secured 2nd lien term loan due
    June 2022 ($401 million equivalent), Caa2 (LGD5 -- 84%)

The ratings outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The B3 Corporate Family Rating ("CFR") reflects Mauser's weak
credit metrics, exposure to cyclical end markets and
acquisitiveness. Proforma debt to EBITDA is approximately 7.0
times and free cash flow to debt excluding onetime charges of
less than 1.0%. Mauser has a primarily commoditized product line,
significant exposure to cyclical end markets and operates in a
fragmented and competitive industry. Additionally, approximately
35% of business lacks contractual cost pass-through provisions,
cost pass-through lags can be lengthy for some of the business
that has contractual cost pass-throughs and most business lacks
cost pass-throughs for costs other than raw material. Lags for
raw material cost pass-throughs Mauser may potentially incur
adverse legal settlements. The company has been acquisitive in
the past. Mauser's revolver has a low draw level at which the
springing covenant is triggered.

Strengths in Mauser's credit profile include the company's scale
and geographic and product diversity relative to most
competitors. The rating is also supported by the company's
exposure to some blue chip customers. The company's revenue is
relatively small, but much larger than most competitors in the
fragmented industry. Mauser has recently completed significant
restructuring actions focused on rationalizing capacity, reducing
headcount, and improving efficiency. The company is also expected
to benefit from recent greenfield and joint ventures expansion
and acquisitions. Mauser is also expected to have full
availability on its revolver at the close. Mauser has
approximately 65% of business under contract with raw material
cost pass-throughs.

The stable rating outlook contemplates that the company will
benefit from previous completed efficiencies, greenfields and
acquisitions and improve free cash flow and credit metrics.

The rating could be upgraded if Mauser sustainably improves
credit metrics within the context of a stable operating and
competitive environment. An upgrade would also be contingent upon
the maintenance of good liquidity including an increase in the
size of the company's revolver. Specifically, Mauser would need
to improve debt to EBITDA to below 6.0 times, free cash flow to
debt to the positive mid-single digits, and the EBIT margin to
the high single digits.

The rating could be downgrade if Mauser fails to improve credit
metrics, the operating and competitive environment deteriorates
and/or financial policies become more aggressive. Specifically,
the rating could be downgraded if debt to EBITDA remains above
7.0 times and free cash flow to debt remains below 1%.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 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.


* GERMANY: Business Insolvencies Down in First Quarter 2014
-----------------------------------------------------------
Xinhua, citing data from the German Federal Statistical Office
(Destatis), reports that fewer German business filed for
bankruptcy in the first quarter of 2014, as Europe's largest
economy recorded a robust recovery following mild growth in 2013.

According to Xinhua, Destatis said in a statement during the
first quarter of this year, about 6,156 enterprises in Germany
filed for bankruptcy protection with local courts, down by 6.8%
from the same period last year.

Destatis said it was the 16th consecutive quarter with a year-on-
year decline of insolvencies, Xinhua notes.

The retail sector reported the most bankruptcies with 1,181
cases, followed by the construction sector with 1,027 cases, and
technical services with 727 cases, Xinhua discloses.

Destatis, as cited by Xinhua, said the total debt of the
bankrupted corporations was nearly EUR6 billion (US$8.13
billion), increasing from EUR5.6 billion the previous year.



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I R E L A N D
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ALLIED IRISH: S&P Affirms 'BB' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services raised to 'A/A-1' from
'A-/A-2' the counterparty credit ratings on Barclays Bank Ireland
PLC (BBI).  The outlook is negative.  At the same time, it
affirmed its counterparty credit ratings on five Irish banks:

   -- Allied Irish Banks PLC (AIB; BB/Negative/B).
   -- Bank of Ireland (BOI; BB+/Negative/B).
   -- KBC Bank Ireland PLC (KBCI; BBB-/Negative/A-3).
   -- Permanent TSB PLC (PTSB; B+/Negative/B).
   -- Ulster Bank Ireland Ltd. (UBIL) and its U.K.-based parent
      Ulster Bank Ltd. (UBL; both BBB+/Negative/A-2);

S&P will publish individual research updates on the entities
listed above to provide more detail on the rationale behind each
rating action.  In addition S&P has published a full report on
Ireland's Banking Industry Country Risk Assessment (BICRA).

The rating affirmations reflect S&P's view that both economic and
industry risks for Irish banks have a stable trend.  However, the
outlooks on all of these institutions remain negative, reflecting
a mixture of institution-specific concerns and S&P's view that it
could lower some of these ratings if it considers that the
prospects for extraordinary government support have become less
certain.

On June 6, 2014, S&P raised its ratings on Ireland to
A-/Positive/A-2 from BBB+/Positive/A-2 based on its improved
economic growth prospects.  S&P now expects real GDP growth of
1.9% in 2014 and 2.9% in 2015--levels that are likely to be ahead
of many Continental European peers.  S&P has improved its
assessment of economic resilience in the BICRA to "low risk" from
"intermediate risk" to reflect this recovery.

Despite S&P's improved assessment of Ireland's creditworthiness,
in its view, Irish banks' lack of material progress in building
up their capitalization or reducing their huge stock of
nonperforming assets outweighs recent signs of sustained economic
growth and property price recovery.

"The banking system continues to contract.  We assume that
domestic credit will be around 2.5% lower in 2014 than 2013 and a
further 1.5% lower in 2015, before starting to grow in 2016.  We
also consider that the correction phase in the Irish economy
still has a meaningful impact on Irish banks.  We assume domestic
credit losses will average 1.3% over 2014-2016, which is higher
than historical norms.  Furthermore, we calculate leverage, which
we define as private sector credit to GDP, as being very high, at
171% at end-2013.  This is higher than leverage at Ireland's
peers, for example 154% in Portugal and 143% in Spain.  We assume
only a modest improvement in Ireland's leverage, to around 155%,
by end-2015," S&P said.

"We think that the Irish regulator has been proactive and
successful in forcing banks to improve their ability to manage
mortgage arrears effectively and find sustainable solutions for
troubled borrowers.  The new personal insolvency regime has also
helped, as it gives borrowers an incentive to engage with their
lenders.  Nevertheless, the scale of mortgage arrears remains
remarkably high.  A reported 13.7% of all mortgage accounts were
more than 90 days past due on March 31, 2014.  We also estimate
that about half of mortgage borrowers are in negative equity.  A
declining unemployment rate and rising property prices, combined
with better arrears collections, should start to reduce the scale
of this problem, but we expect it to be a slow process.  Across
their total loan books, Irish banks still have a huge stock of
nonperforming assets to deal with.  We estimate that 35% of
systemwide domestic loans were nonperforming at end-2013,
compared with about 13.5% in Portugal and about 19% in Spain.
The stock of impaired assets is starting to fall this year, but
only slowly," S&P added.

By S&P's measures, the capitalization of most Irish banks is
currently "weak" or barely "moderate."  S&P sees no sign of this
assessment changing significantly within the next two years as it
expects that the domestically owned banks will strengthen the
quality of their capital bases only slowly.  Although two
structural factors are helping to boost net interest margins --
deposit repricing and the reducing drag of fees paid for the
now-closed eligible liabilities guarantee -- S&P anticipates that
revenues will remain depressed due to:

   -- Low new business volumes;
   -- Significantly reduced loan balances, which S&P expects to
      continue to reduce in 2014;
   -- High nonperforming loans; and
   -- European Central Bank (ECB) rate cuts.

S&P expects underlying pre-provision income to remain low in
2014, before possibly recovering in 2015.

Finally, S&P has improved its assessment of systemwide funding
risk to "high risk" from "very high risk" to reflect the
sovereign's demonstrable access to capital markets, which has
enabled some Irish banks to return to the market.  S&P considers
that some banks' funding profiles remain unbalanced, but that
they are gradually converging toward a more deposit-funded
financing model.

OUTLOOK

The negative outlook on Bank of Ireland only reflects the
possible removal of the one notch of potential extraordinary
government support within the long-term counterparty credit
rating by year-end 2015.  Five rated banks are active in the
Irish retail market: BOI, AIB, KBCI, PTSB, and UBIL.  Of these,
S&P considers that BOI has the strongest stand-alone credit
profile (SACP), at 'bb'.  In particular, S&P is confident that
BOI will report a statutory pretax profit for 2014 (following a
statutory pre-tax loss of EUR525 million in 2013).  S&P is
significantly less confident of seeing a return to profit in 2014
at BOI's peers.

The negative outlook on KBCI principally reflects S&P's view that
although it expects its regulatory Tier 1 capital ratio to remain
robust, its projected risk-adjusted capital (RAC) ratio range of
5.0%-5.5% remains uncertain.  In addition, although S&P views
KBCI's strategy as logical, it considers management's ability to
successfully reposition the KBCI franchise to be unproven, for
now. KBCI's SACP is 'bb-'.

The negative outlook on AIB reflects S&P's view that the scale
and timing of a potential recovery in AIB's capitalization
remains uncertain by S&P's measures.  In particular, unless the
preference shares held by the Irish government are converted into
common equity, S&P could lower its assessment of AIB's capital
and earnings position.  The negative outlook also reflects the
possible removal of potential extraordinary government support
notches within the long-term counterparty rating by year-end
2015. AIB's SACP is 'b+'.

The negative outlooks on UBL and UBIL reflect the negative
outlook on the parent, Royal Bank of Scotland PLC, and the
possibility that S&P could change its view of the strategic
importance of either or both entities to the RBS group.  UBL's
SACP is 'b+'.

The negative outlook on PTSB reflects the possible removal of
potential extraordinary government support from the long-term
counterparty credit rating on PTSB by year-end 2015, as well as
S&P's concern that its capitalization may weaken.  PTSB's SACP is
'b'.

Finally, the negative outlook on BBI solely reflects the negative
outlook on its parent, Barclays Bank PLC.  S&P considers BBI to
be a "core" subsidiary of Barclays, as defined in its group
rating methodology, and has equalized the ratings on BBI with
those on Barclays Bank PLC.  S&P do not assign a SACP to BBI.

BICRA SCORE SNAPSHOT*

IRELAND                        To              From

BICRA Group                    7               7

Economic risk                 7               7
  Economic resilience          Low risk        Intermediate risk
  Economic imbalances          Very high risk  Very high risk
  Credit risk in the economy   Very high risk  Very high risk

Industry risk                 7               7
  Institutional framework      High risk       High risk
  Competitive dynamics         High risk       High risk
  Systemwide funding           High risk       Very high risk

Trends
  Economic risk trend          Stable          Stable
  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

Ratings Raised
                                To               From

Barclays Bank Ireland PLC
  Counterparty Credit Rating    A/Negative/A-1   A-/Positive/A-2

Ratings Affirmed

Allied Irish Banks PLC
  Counterparty Credit Rating    BB/Negative/B

Bank of Ireland
  Counterparty Credit Rating    BB+/Negative/B

KBC Bank Ireland PLC
  Counterparty Credit Rating    BBB-/Negative/A-3

Permanent TSB PLC
  Counterparty Credit Rating    B+/Negative/B

Ulster Bank Ltd.
Ulster Bank Ireland Ltd.
  Counterparty Credit Rating    BBB+/Negative/A-2

NB: This list does not include all ratings affected.


DOONBERG GOLF: Has Funds Available for Unsecured Creditors
----------------------------------------------------------
Gordon Deegan at Irish Examiner reports that a lawyer
representing the liquidator of Doonbeg golf club has told a court
there are no funds available for unsecured creditors in the
liquidation.

At the Ennis Circuit Court, representing liquidator, Tom
Kavanagh, Ciaran Carroll told the court there are no funds
available for unsecured creditors, according to Irish Examiner.

The reports relates that Mr. Carroll was speaking during a case
involving west Clare man, James McNulty and Doonbeg Golf Ltd
where Mr. McNulty is seeking to have terms of settlement in
relation to a right of way at the golf course executed.

The report notes that Mr. Kavanagh was appointed liquidator in
March by a resolution of creditors -- a month after receivers to
Doonbeg Golf Club Ltd, EY completed the sale of the golf club to
US billionaire Donald Trump for EUR15 million.  On his first
visit to Ireland last month since the purchase, Mr. Trump
promised that he would be spending three times that amount or
EUR45 million in further investment at the resort, the report
discloses.

However, the report relates that the confirmation by Mr. Carroll
that there is no money for unsecured creditors in the liquidation
will disappoint an unknown number of investors who purchased
properties with rental guarantees from Doonbeg Golf Club ranging
in price from EUR1.2 million to EUR1.8 million.

The most recent accounts filed by Doonbeg Golf Club Ltd for 2012
show that the company's largest creditors were connected
companies owed EUR77 million, the report relates.

The accounts show that the club's inability to fund the payments
to the owners of properties with rental guarantees was a factor
in the club placing itself into voluntary receivership, the
report notes.

The report notes that Minister for Health James Reilly purchased
a holiday cottage at Doonbeg golf club and it is not known if he
has any exposure to the collapse of the club.

The Daily Register of Interests for TDs for 2013 show that Mr.
Reilly owned a holiday cottage at the Doonbeg resort and had club
membership, the report notes.  However, it is not known if he had
any rental guarantee agreement with the golf club, the report
relates.

The report says that Doonbeg golf club generated revenues of
EUR73.5 million from the sale of properties at the site over the
years before it was placed in receivership.

At an earlier hearing in March, Judge Gerald Keyes granted
judgment to three separate property owners in respect of
EUR39,175 against Doonbeg Investment Holding Co Ltd, the report
relates.


EUROCREDIT CDO VII: S&P Lowers Rating on Class E Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Eurocredit CDO VII PLC's class A, B, C, and revolving notes.  At
the same time, S&P has lowered its ratings on the class D and E
notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the April 7, 2014 trustee report.

Eurocredit CDO VII has been amortizing since the end of its
reinvestment period in April 2013.  Since S&P's previous review
on Aug. 17, 2012, the aggregate collateral balance has decreased
to EUR319.0 million from EUR471.04 million.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on its stress assumptions,
that a tranche can withstand and still fully repay the
noteholders.  In S&P's analysis, it used the portfolio balance
that it considers to be performing (EUR319,015,306), the current
weighted-average spread (3.60%), and the weighted-average
recovery rates calculated in line with S&P's corporate
collateralized debt obligations (CDOs) criteria.  S&P applied
various cash flow stresses, using its standard default patterns,
in conjunction with different interest rate and currency stress
scenarios.

S&P has observed that EUR140.54 million of the class A and
revolving notes have paid down since its previous review.  In
S&P's view, this has increased the available credit enhancement
for all classes of notes.  The weighted-average spread has
increased to 360 basis points (bps) from 335 bps over the same
period.

S&P has observed that non-euro-denominated assets currently make
up 9.16% of the total performing assets.  These assets are hedged
via perfect asset swaps and by drawing in the same currency from
the multicurrency revolving liabilities to create a natural
hedge. The transaction has currency call options, which hedge any
currency mismatches.

"We have also applied our nonsovereign ratings criteria.  We have
considered the transaction's exposure to sovereign risk because
some of the portfolio's assets -- 17.19% of the transaction's
total collateral balance -- are based in Spain, Ireland, and
Italy.  In 'AAA' and 'AA+' rating scenarios, we have limited
credit to 10% of the transaction's collateral balance, to
correspond to assets based in these sovereigns in our calculation
of the aggregate collateral balance," S&P said.

In S&P's opinion, the available credit enhancement for the class
A, revolving, B, and C notes is commensurate with higher ratings
than previously assigned.  S&P has therefore raised its ratings
on these classes of notes.

S&P's ratings on the class D and E notes are constrained by the
application of the largest obligor default test, a supplemental
stress test that S&P introduced in its 2009 corporate CDOs
criteria.  S&P has therefore lowered to 'B+ (sf)' from 'BB+ (sf)'
its rating on the class D notes, and lowered to 'B- (sf)' from
'B+ (sf)' its rating on the class E notes.

Eurocredit CDO VII is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in May
2007 and is managed by Intermediate Capital Group PLC.

RATINGS LIST

Class             Rating
            To             From

Eurocredit CDO VII PLC
EUR520 Million Senior and Secured Deferrable Floating-Rate Notes

Ratings Raised

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

Ratings Lowered

D           B+ (sf)        BB+ (sf)
E           B- (sf)        B+ (sf)


PB DOMICILE 2006-1: Fitch Lowers Rating on Class E Notes to 'Bsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded PB Domicile 2006-1 PLC's class E
notes and affirmed the class D, as follows:

  EUR 13.3 million Class D (ISIN DE000A0GYFL1): affirmed at
  'BBBsf'; Outlook Stable

  EUR 15.4 million Class E (ISIN DE000A0GYFM9): downgraded to
  'Bsf' from 'BBsf'; Outlook Stable

The transaction is a synthetic securitization referencing a
portfolio of residential mortgage loans originated by Deutsche
Postbank AG (A+/Stable/F1+).

KEY RATING DRIVERS

Following the optional call date on 28 November 2011, the issuer
redeemed the full outstanding balance of the class A1+ to C notes
and 27% of the class D notes.  The remaining outstanding notes
reference the amount of overdue reference claims as of the early
redemption date.  These overdue reference claims reduce over time
through the realization of losses from defaulted loans, removals
of non-eligible reference claims and repayments.  Cured loans
stay in the portfolio.

The outstanding note balance as of the May 2014 payment date was
EUR28.7 million, while the total asset portfolio balance
(reference claims) was EUR1.02 billion.  The asset portfolio
balance is the reference for calculating the excess spread of
57bps per annum. Future realized losses will only be allocated to
the notes from the initially overdue reference claims.

Approximately 50% of the initial overdue reference claims
portfolio has cured since the optional call date, which has led
to a significant increase in the expected remaining life of the
assets referenced to the outstanding class D and E Notes.

Excess spread is available to cover new losses.  It can also be
used to recover previously allocated losses until note maturity
and depends on the prospective reference portfolio's repayment
rate which has increased to 42% (annualized) from 19% 12 months
prior.  The repayment rate is expected to remain high, as more
than 35% of the reference claims will reach their interest reset
date in the next 12 months, and are thus likely to refinance out
of the portfolio.

Fitch expects losses from non-performing reference claims to
realize in the upcoming quarters and believes that the excess
spread generated by the structure will remain sufficient to
absorb the losses.  However, the risk that cured loans may
default again at any point in time, in particular when excess
spread has reduced as a result of high repayments on the
reference claims, is seen as material.  The downgrade of the
class E notes reflects this risk given that the only credit
enhancement is provided by the respective excess spread.

Fitch considers the credit enhancement for the class D notes to
be sufficient to withstand the 'BBBsf' rating stresses, resulting
in the affirmation of the notes.

RATING SENSITIVITIES

The repayment rate of the reference portfolio together with the
timing of potential new defaults from loans that became
performing again after November 2011 are the biggest influence on
the transaction's performance.

Fitch expects for the respective rating scenarios that the
repayment of the reference claim portfolio and the assets
referenced to the outstanding D and E Notes follows a similar
pattern.



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


CERVED GROUP: S&P Puts 'B' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its 'B'
long-term corporate credit rating on Italian credit information
services provider Cerved Group S.p.A. on CreditWatch with
positive implications.

At the same time, S&P placed the following issue ratings on
CreditWatch positive:

   -- S&P's 'B' rating on Cerved's EUR250 million senior secured
      floating-rate notes due 2019 and EUR300 million senior
      secured fixed-rate notes due 2020.

   -- S&P's 'CCC+' rating on the EUR230 million subordinated
      notes due 2021.

The CreditWatch placement follows Cerved's announcement that it
has obtained the necessary authorization from Italian market
authorities to publicly list its shares in an IPO.  S&P
understands that Cerved proposes to use some of the IPO proceeds
to deleverage its capital structure, by repaying its EUR250
million senior secured floating-rate notes due 2019.  S&P
believes this could improve the group's financial risk profile.

S&P understands that Cerved's existing 100% shareholder and
private equity owner, CVC Capital Partners, intends to reduce its
shareholding to 56.9% (or to about 50.8% if a greenshoe option is
exercised) as part of the IPO.  The ownership change would follow
CVC's sale of some of its stake in Cerved, as well as a capital
increase.  Assuming that CVC's stake in Cerved remains higher
than 40%, S&P expects to continue to assess the group as owned by
a financial sponsor under its criteria.

S&P currently assess Cerved's financial risk profile as "highly
leveraged."  Cerved's Standard & Poor's adjusted debt to EBITDA
at the end of 2013 stood at 5.7x, while adjusted funds from
operations (FFO) to debt was about 7%.  S&P forecasts that if the
group uses the IPO proceeds to trim debt, pro forma adjusted debt
to EBITDA at year-end 2014 would drop to less than 5x, with an
adjusted FFO-to-debt ratio exceeding 12%.  Credit ratios at these
levels would strengthen the group's financial risk profile.

The prospective IPO has no effect on S&P's assessment of the
group's business risk profile as "satisfactory."

S&P will review our modifier of the group's financial policy --
"financial sponsorship-6" -- following completion of the IPO.
S&P could revise up its assessment if it thought that Cerved's
adjusted debt to EBITDA would likely fall to less than 5x and
that the group would continue deleveraging after the IPO, while
introducing a stable dividend policy.

S&P's rating on Cerved includes a one-notch negative adjustment
based on its comparable ratings analysis modifier, which S&P
assess as "negative."  This assessment reflects S&P's view that
Cerved will maintain its business risk profile at the lower end
of S&P's "satisfactory" category compared with those of its
peers.  S&P primarily bases its view on the group's limited scope
of operations relative to other larger credit information service
providers, and its lack of geographic diversification outside
Italy.

S&P aims to resolve the CreditWatch placement over the next three
months following Cerved's completion of the IPO and its
confirmation regarding the use of the IPO proceeds.  In addition,
S&P will also seek clarification on the group's revised financial
policy and capital structure.

S&P would consider a reduction in Cerved's debt after the IPO as
positive, and it would raise its ratings on the group as a
result. The magnitude of any potential ratings upside would
depend on S&P's views of the group's:

   -- Ability to sustain credit metrics at stronger-than-current
      levels;

   -- Possible change in its financial policy and its future
      shareholding structure; and

   -- Maintenance of its liquidity as "adequate" under S&P's
      criteria.

S&P would affirm the ratings if Cerved's IPO doesn't succeed.


PHARMA FINANCE: Moody's Lowers Rating EUR5.5MM Notes to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2(sf) from Baa2(sf)
the rating of the Class C notes issued by Pharma Finance 2 S.r.l.
Very high debtor concentrations and deteriorating performance
primarily drove the rating action.

This transaction is an Italian asset-backed securities (ABS)
transaction backed by lease instalments and a small portion of
loans. The instalments were originated by Comifin S.p.A.
(unrated) and extended to Italian pharmacists only.

Issuer: Pharma Finance 2 S.r.l.

EUR5.5M C Notes, Downgraded to Ba2 (sf); previously on Jun 20,
2013 Confirmed at Baa2 (sf)

Ratings Rationale

The downgrade on Pharma Finance 2 primarily reflects (1)
performance deterioration over the last year, (2) the lack of
granularity of the pool and (3) the insufficient credit
enhancement level below the class C notes to cover for this high
debtor concentration risk.

The pool factor in this transaction is at 4.8% with only 68
debtors remaining in the pool. The biggest debtor represents 7%
of the pool outstanding amount, the five biggest debtors 29% and
the ten biggest 45%.

Although the pool has had very low absolute levels of defaults
with only 0.6% cumulative defaults since the closing of the
transaction, recently new defaults have started to occur due to
the difficult economic situation in Italy. Over the last year the
pool has suffered approximately 6% defaults as a percentage of
the pool balance a year ago. In Italy, the recourse of small and
medium size enterprises (SME) to insolvency proceedings is
increasing across all sectors of the economy and is also
affecting the pharmaceutical sector.

The current credit enhancement levels are 92.3% below the class B
notes and 34% below the class C notes. Credit enhancement below
the class C notes is exclusively made of over-collateralization
since the reserve fund has now been almost fully depleted
following the breach of an early termination event in July 2013.
The trigger breach was followed by a switch to a sequential
amortization as well as the use of all the cash available in the
structure, including the reserve fund and the pre defaulted
account, to amortize the notes. There is a provisioning mechanism
in the transaction that allows for the capture of excess spread
to amortize the notes by the amount of a portion of the
delinquent receivables, thus creating some over
collateralization.

-- Moody's Revises Key Collateral Assumptions

To account for the very high debtor concentration levels in the
pool, Moody's has increased its mean default probability
assumption to 15% on current pool balance and has decreased its
coefficient of variation assumption to 66%, which corresponds to
a portfolio credit enhancement of 40.0%. The recovery rate
assumption in unchanged at 30%.

-- Counterparty Exposure

Comifin acts as servicer and Credit Agricole Corporate and
Investment Bank (A2/P-1) as swap counterparty and issuer account
bank in Pharma Finance 2 S.r.l. Collections are transferred
monthly from the collection account to the issuer account. The
reserve fund represents 0.23% of the current pool balance which
is equivalent to one payment of interest and fees under the
notes.

Moody's has incorporated into its analysis the potential default
of the servicer, which could expose the transaction to a
commingling loss on the collections.

In addition, Moody's considered the potential effect of
originator insolvency on the recoveries. If the originator became
insolvent, Moody's would expect recoveries on defaulted lease
contracts to be approximately 15%.

The rating agency also assessed the exposure to the swap
counterparty which does not have a negative effect on the rating
levels at this time.

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

Factors or circumstances that could lead to a downgrade of the
ratings affected by the action would be (1) worse-than-expected
performance of the underlying collateral; (2) a further increase
in debtor concentration levels; and (3) an increase in Italy's
sovereign risk.

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

The principal methodology used in this rating was "Moody's
Approach to Rating ABS Backed by Equipment Leases and Loans"
published in December 2013.



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


HIGH TIDE: Moody's Cuts Rating on EUR60MM Class A Notes to 'C'
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of two tranches of notes issued by High Tide CDO I S.A.
and Tempo CDO 1 Limited.

Issuer: High Tide CDO I S.A.

  EUR29M Class C Senior Secured Floating Rate Notes, Downgraded
  to C (sf); previously on Mar 11, 2009 Downgraded to Ca (sf)

Issuer: Tempo CDO 1 Limited

  EUR60M Class A Notes, Downgraded to C (sf); previously on
  April 23, 2009 Downgraded to Ca (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result primarily from the realised and further expected losses to
the tranches. The two downgraded tranches are highly likely to be
written down. The Class C of High Tide is exposed to EUR28.4
million of C (sf) rated assets and has only EUR9.5 million credit
enhancement remaining. Also the Class A of Tempo is exposed to
EUR43.4 million of C (sf) rated assets and it has only EUR24.2
million of credit enhancement remaining.

Generally Moody's believes the tranches will suffer losses
commensurate with a C (sf) rating as outlined in the paper titled
"Moody's Approach to Rating Structured Finance Securities in
Default" published in November 2009.

Methodology Used for the Rating Action:

The principal methodology used in these ratings 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 high level of macroeconomic
uncertainty in particular the recovery of defaulted assets can be
volatile. It's unlikely that the ratings of the notes could be
upgraded given actual realised losses and Moody's expectation
that further losses will occur.



===================
M O N T E N E G R O
===================


KOMBINAT ALUMINIJUMA: Uniprom Buys Business for EUR28 Million
-------------------------------------------------------------
GlobalPost reports that Kombinat Aluminijuma Podgoric, the
bankrupt KAP aluminium plant, was sold Tuesday to a local firm
for EUR28 million (US$39 million).

According to GlobalPost, its new owner, a metal firm called
Uniprom, promised to invest EUR76 million in the plant over the
next four years.

A Montenegrin commercial court declared KAP bankrupt last
October, estimating that the deadline for submitting plans for
its restructuring had expired, GlobalPost recounts.

The aluminium smelter is estimated to owe EUR360 million, a debt
worth almost 10% of the Balkan country's gross domestic product
(GDP), GlobalPost discloses.

The Central European Aluminium Company had launched international
arbitration seeking EUR700 million in compensation from
Montenegro, GlobalPost relays.

The struggling firm had fired 500 people in the past year, but
even with just 700 employees remaining, it is still the biggest
industrial employer in the country of some 660,000 people,
GlobalPost notes.

Kombinat Aluminijuma Podgorica is an aluminium plant.  It is
jointly owned by the government of Montenegro and the Central
European Aluminium Company of Russian billionaire Oleg Deripaska.



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


CHARGER OPCO: Moody's Assigns '(P)Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba3 Corporate Family
Rating (CFR) to Charger Opco B.V. ( "Charger Opco", "Jacobs Douwe
Egberts ", or "the company"). Moody's has also assigned a (P)Ba3
rating to the EUR7.6 billion proposed credit facilities, to be
issued by Charger Opco B.V. The ratings outlook is stable.

The structure is designed (i) to refinance the existing debt of
OAK Leaf B.V., (Ba3, stable) an acquisition vehicle set up by a
Joh. A. Benckiser-led investment group ("JAB") in 2013 to acquire
D.E. MASTER BLENDERS 1753 N.V. ("DEMB") and (ii) to fund the
partnership between D.E. Master Blenders 1753 N.V. and Mondelez
International Inc.'s (Baa1, stable) ("Mondelez") wholly owned
coffee portfolio.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation, Moody's will endeavor to
assign a definitive rating to the senior secured acquisition debt
facilities. A definitive rating may differ from a provisional
rating.

Ratings Rationale

This rating action follows the joint announcement by DEMB and
Mondelez on May 7, 2014 about their intended partnership. The
parties have entered into an agreement to combine Mondelez
International's wholly owned coffee portfolio (outside of France)
with D.E Master Blenders 1753. In conjunction with this
transaction, Acorn Holdings B.V. ("AHBV"), owner of D.E Master
Blenders 1753, has made a binding offer to receive Mondelez
International's coffee business in France. The transactions
remain subject to certain approvals and are expected to be
completed in the course of 2015.

Upon completion, Mondelez will receive cash of approximately EUR4
billion and retain a 49% equity interest in Jacobs Douwe Egberts.
Charger Opco intends to raise EUR7.6 billion of committed term
debt facilities comprising (i) EUR500 million 5-year revolving
credit facility (RCF), (ii) EUR2.9 billion 5-year Term Loan A to
refinance the existing standalone debt of DEMB and (iii) EUR4.2
billion equivalent 7-year Term Loan B to fund the acquisition
(subject to customary closing conditions). Moody's expects Term
Loan A to fund during June/July 2014 (and RCF available at the
same time but not drawn) and TLB to fund by 31 July, 2015.

The assignment of (P)Ba3 CFR to Charger Opco reflects the strong
market position and business profile of the combined business. If
successful, the transaction will create the number two player
globally in value, behind the leader in the coffee industry,
Nestl' S.A. (Aa2, stable). Moody's notes a complementary nature
of the contemplated transaction, both in terms of geographies and
product technologies. However, successful combination of the
broad range of brands and products will require careful
management, with some execution risk.

The rating also reflects further uncertainty related to the
protracted period before the transaction is expected to close,
leading to the risk of potential destabilizing events, including
competitive responses by other market players.

Although the transaction improves geographic diversification,
with presence in approximately 60 countries, EU countries are
expected to contribute approximately 75% of sales. The remaining
25% of sales will be concentrated in Brazil, Russia, Ukraine and
Australia. Given the importance of the EU market for Jacobs Douwe
Egberts, where coffee volume has been flat in recent years offset
by a shift towards premium products, the company needs to be
successful in its strategy to grow in premium segments.

On a standalone basis, DEMB's leverage (Moody's adjusted) remains
high, at around 7.0x as of the end of December 2013, falling to
6.3x LTM March 2014 related to the pick-up in volume demonstrated
in Q1 2014, further cost savings initiatives and a hedging
adjustment included in EBITDA.

Moody's expects adjusted gross leverage of about 5.8x based on
LTM June 2015 EBITDA pro forma for the acquisition. The rating
also captures a deleveraging expectation of the combined business
through synergies and cost savings.

Jacobs Douwe Egberts is expected to have good liquidity, with
EUR500 million undrawn revolving credit facility (RCF) and no
forthcoming debt maturities. Moody's expects the company to
generate substantial positive free cash flow and de-lever through
the excess cash flow sweep incorporated under the terms of the
credit agreement. The documentation incorporates substantial
capacity to incur additional indebtedness, however this is
contained by net leverage financial covenant tested on a
quarterly basis with regular step-downs.

The (P)Ba3 rating on the bank debt, in line with the CFR,
reflects the single-tier nature of the capital structure, their
pari-passu ranking and upstream guarantees from the operating
subsidiaries. The bank facilities are secured by share pledges
and do not benefit from asset security.

The stable outlook reflects Moody's expectation that Charger Opco
will continue to demonstrate positive operating performance and
generate free cash flow despite regular dividend payments. The
outlook also assumes that no material asset divestitures will
occur as part of the regulatory requirement for the acquisition
closing.

Moody's expects to withdraw the Ba3 CFR of OAK Leaf B.V. and Ba3
rating of the existing EUR2.9 billion debt facilities upon their
refinancing with new Term Loan A.

What Could Change The Rating Up/Down

Triggers for positive and negative pressure are described below,
however Moody's expects to revisit them at the time of the
acquisition closing, given the extended timeframe of the
transaction.

Positive rating pressure could develop if (1) Moody's adjusted
debt/EBITDA reduces sustainably below 5.0x; and (2) adjusted
retained cash flow (RCF)/net debt increases above high single-
digits.

Pre-closing of the acquisition, negative pressure could be
exerted on the ratings if DEMB's adjusted debt/EBITDA on a
standalone basis remains above 6.0x; and its adjusted RCF/net
debt ratio declines to the low single digits. Post-acquisition
(assuming closing around mid-2015), negative pressure could
materialise if Moody's anticipates that adjusted debt/EBITDA will
remain above 6.0x in 2016, or if adjusted RCF/net debt declines
to the low single digits.

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

Headquartered in Amsterdam, the Netherlands, D. E MASTER BLENDERS
1753 N.V. ("DEMB") manufactures and sells coffee and tea products
in retail and out-of-home markets across Europe, Brazil,
Australia and Thailand. DEMB's key brands include Douwe Egberts,
Senseo, Pilao, L'Or, Moccona, and Merrild coffees, and Pickwick
and Hornimans teas. DEMB reported annual sales of EUR3.9 billion
during 18 months ended December 2013.


CONSTAR: UTB Takes Over Operations Following Bankruptcy
-------------------------------------------------------
Anthony Clark at PRW.com reports that UTB Industry has taken over
the Zevenaar-based operations of Constar following its bankruptcy
in May.

Constar was declared bankrupt after its parent company, Constar
International in the US, proposed to break ties with its European
operations when it went into Chapter 11 bankruptcy protection,
PRW.com recounts.

The Netherlands activities of Constar will resume as part of a
new venture, PRW.com notes.

Constar Plastics, PRW.com discloses.  The company will continue
under the current management, PRW.com says.

Constar is a PET bottle manufacturer.  The company manufactures
PET bottles and semi-finished products for the soft drinks,
dairy, beer and wine markets.


JUBILEE CDO IV: S&P Lowers Ratings on 2 Note Classes to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Jubilee CDO IV B.V.'s class C, D-1, and D-2 notes.  At the same
time, S&P has affirmed its ratings on the class A, B-1, and B-2
notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated April 3,
2014 and the application of its relevant criteria.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents S&P's estimate of the maximum level of
gross defaults, based on its stress assumptions, that a tranche
can withstand and still pay interest and fully repay principal to
the noteholders.  S&P used the portfolio balance that it
considers to be performing, the reported weighted-average spread,
and the weighted-average recovery rates that S&P considered to be
appropriate.  S&P incorporated various cash flow stress scenarios
using its standard default patterns and timings for each rating
category assumed for each class of notes, combined with different
interest stress scenarios as outlined in S&P's criteria.

The class A notes have amortized by about 26% of the initial note
balance since S&P's Oct. 5, 2012 review.  This increased the
available credit enhancement for the class A notes.  In S&P's
cash flow analysis, it applies stresses to non-euro-denominated
collateral in line with its current counterparty criteria.  S&P
also applies stresses to collateral in lower-rated countries in
line with its non-sovereign ratings criteria.  S&P's analysis
indicates that the notes are able to sustain defaults at its
currently assigned rating level.  S&P has therefore affirmed its
'AAA (sf)' rating on the class A notes.

"We have affirmed our 'A+ (sf)' ratings on the class B-1 and B-2
notes because our credit and cash flow results indicate that the
available credit enhancement for these classes of notes is
commensurate with their currently assigned ratings.  The largest
obligor test also constrains our ratings on these notes at our
currently assigned rating levels.  The largest obligor test
measures the risk of several of the largest obligors within the
portfolio defaulting simultaneously.  We introduced this
supplemental stress test in our 2009 criteria update for
corporate collateralized debt obligations (CDOs)," S&P said.

"Under our cash flow analysis, the class C, D-1, and D-2 notes'
BDRs pass their scenario default rates (SDRs) at our currently
assigned rating levels.  The SDR is the minimum level of
portfolio defaults that we expect each CDO tranche to be able to
support the specific rating level using CDO Evaluator.  However,
the application of the largest obligor default test constrains
our ratings on these notes at lower rating levels.  We have
therefore lowered our ratings on the class C, D-1, and D-2
notes," S&P noted.

Jubilee CDO IV is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans granted to primarily
speculative-grade corporate firms.  The transaction closed in
August 2004.  Since the end of the reinvestment period in October
2010, the issuer has used all of the scheduled principal proceeds
to redeem the notes in line with the transaction's documented
priority of payments.

RATINGS LIST

Class                Rating
             To                From

Jubilee CDO IV B.V.
EUR410 Million Secured Floating-and Fixed-Rate Notes

Ratings Lowered

C            B+ (sf)           BB+ (sf)
D-1          CCC (sf)          CCC+ (sf)
D-2          CCC (sf)          CCC+ (sf)

Ratings Affirmed

A            AAA (sf)
B-1          A+ (sf)
B-2          A+ (sf)


LEVERAGED FINANCE III: S&P Cuts Rating on 2 Note Classes to CCC-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
the class B and C notes and lowered its ratings on the class D
and E notes in Leveraged Finance Europe Capital III B.V.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated
April 22, 2014 and the application of its relevant criteria.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents S&P's estimate of the maximum level of gross defaults,
based on its stress assumptions, that a tranche can withstand and
still fully repay the noteholders.  S&P used the portfolio
balance that it considers to be performing, the reported
weighted-average spread, and the weighted-average recovery rates
that S&P considered to be appropriate.  S&P incorporated various
cash flow stress scenarios using its shortened default patterns
and levels for each rating category assumed for each class of
notes, combined with different interest stress scenarios as
outlined in S&P's criteria.

S&P's analysis indicates that the credit quality of the remaining
portfolio has deteriorated since its previous review.  There are
no assets rated higher than 'BB-' in the underlying portfolio,
compared with 5.43% in S&P's previous review.  As the portfolio
has become more concentrated, the pool's percentage of 'CCC'
rated assets (debt obligations of obligors rated 'CCC+', 'CCC',
or 'CCC-') has nearly doubled, increasing to 29.86% from 16.99%
(in both cases as a percentage of the then performing portfolio
balance).  However, in notional terms, this equates to a fall in
'CCC' rated holdings to EUR16.918 million from EUR31.86 million
in S&P's previous review.

Defaulted assets in the underlying portfolio have also increased
since S&P's previous review.  According to S&P's analysis, the
total aggregate amount of defaulted assets is EUR14.27 million,
20.12% of the total portfolio balance.  This compares with the
EUR8.80 million in S&P's previous review, 4.48% of the total
portfolio balance at the time.

The transaction's reinvestment period ended in October 2009.
Since S&P's previous review, the class A notes have fully
amortized, therefore, it recently withdrew its rating on this
class of notes.

The class B notes have amortized by EUR3.846 million since S&P's
previous review, to EUR22.404 million from EUR26.250 million.
The structure's sequential deleveraging has increased the
available credit enhancement for both the class B and C notes,
which has almost doubled since S&P's last review.  In S&P's view,
the available credit enhancement for these classes of notes is
now commensurate with higher ratings.  S&P has therefore raised
to 'AAA (sf)' from 'A+ (sf)' and to 'A+ (sf)' from 'BBB (sf)' its
ratings on the class B and C notes, respectively.

Since S&P's previous review, the class D and E notes have
continued to defer interest payments, resulting in an increasing
principal balance for both classes of notes.  This, combined with
higher defaults, has meant that the class D and E notes are no
longer able to maintain their current rating levels.  Based on
the results of S&P's credit and cash flow analysis and taking
into account the results of its largest obligor supplemental
test, S&P has lowered its ratings on the class D and E notes to
'CCC- (sf)' from 'B- (sf)' and to 'CCC- (sf)' from 'CCC+ (sf)',
respectively.

S&P's supplemental test measures the event risk of several of the
largest obligors within the portfolio defaulting simultaneously.
S&P introduced this test in its 2009 criteria update for
corporate collateralized debt obligations (CDOs).

Leveraged European Capital CLO III is a cash flow collateralized
loan obligation (CLO) transaction that securitizes loans to
primarily speculative-grade corporate firms.  The transaction's
reinvestment period ended in October 2009.  The collateral
manager is BNP Paribas.

RATINGS LIST

Class                Rating
             To                From

Leveraged Finance Europe Capital III B.V.
EUR306.5 Million Floating-Rate Notes

Ratings Raised

B            AAA (sf)          A+ (sf)
C            A+ (sf)           BBB (sf)

Ratings Lowered

D            CCC- (sf)         B- (sf)
E            CCC- (sf)         CCC+ (sf)


MARFRIG HOLDINGS: Moody's Assigns B2 Rating on US$850MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 foreign currency rating
to Marfrig's proposed USD 850 million senior unsecured notes due
in 2019 to be issued by Marfrig Holdings (Europe) B.V. and
irrevocably and unconditionally guaranteed by Marfrig Global
Foods S.A. ("Marfrig") and by Marfrig Overseas Limited. The deal
is part of Marfrig's liability management strategy and net
proceeds from the issuance will be used to pay existing debt
within the company. The rating outlook is stable.

Ratings unchanged:

Issuer: Marfrig Global Foods S.A.

-- Corporate Family Rating: B2 (global scale)

Issuer: Marfrig Overseas Limited:

-- USD375 million 9.625% senior unsecured guaranteed notes due
    2016: B2 (foreign currency)

-- USD500 million 9.500% senior unsecured guaranteed notes due
    2020: B2 (foreign currency)

-- USD275 million 9.500% senior unsecured guaranteed notes due
    2020: B2 (foreign currency)

Issuer: Marfrig Holdings (Europe) B.V.:

-- USD750 million 8.375% senior unsecured guaranteed notes due
    2018: B2 (foreign currency)

-- USD600 million 9.875% senior unsecured guaranteed notes due
    2017: B2 (foreign currency)

-- USD400 million 11.250% senior unsecured guaranteed notes due
    2021: B2 (foreign currency)

Ratings assigned:

Issuer: Marfrig Holdings (Europe) B.V.:

-- Proposed USD850 million notes due 2019: B2 (foreign currency)

The outlook for all ratings is stable.

Ratings Rationale

Marfrig's B2 ratings are supported by its diversified portfolio
of animal proteins, as well as large geographic footprint and
global distribution capabilities. The company's diversity in
terms of raw material sourcing reduces risks related to weather
and animal diseases, while its large product portfolio helps
mitigate the volatilities inherent in commodity cycles and
supply-demand conditions for each specific protein. In addition,
Moody's view BNDES' (Brazilian National Development Bank) support
to the company and its improved liquidity and debt profile
following the divestiture of Seara as credit positives.

On the other hand, the ratings are constrained by Marfrig's still
elevated leverage and historically pressured operating
performance, cash generation, and credit metrics.

The sale of the Seara division to JBS (Ba3 Negative) for BRL 5.85
billion, in June 2013, improved Marfrig's cash coverage of short
term debt (to 189% as of March 2014, compared to 87% in March
2013), reduced capital expenditures and lowered working capital
needs, which should allow Marfrig to continue gradually improving
its cash flow generation in the short to medium term. The
proposed notes should further enhance Marfrig's liquidity profile
and reduce interest expense, as proceeds will be directed to
repurchase part of the its notes due in 2017 and 2021. The stable
outlook reflects our view that Marfrig will be able to maintain
operating margins near current levels and improve liquidity over
the near term.

The ratings or outlook could be upgraded if Marfrig demonstrates
consistent and predictable execution of its financial policy with
the ability to improve liquidity and keep operating margins at
least near current levels. In addition, it would require a CFO/
Net Debt approaching 15% and a Total Debt / EBITDA below 4.5x.

Marfrig's ratings could be downgraded if a consistent and
predictable financial policy execution is not observed going
forward. A downgrade could also be triggered if liquidity were to
deteriorate in a way that unrestricted cash position would
represent less than 80% of short term debt. Quantitatively,
downward pressure on Marfrig's B2 rating or outlook is likely if
Total Debt/EBITDA is sustained above 6.0x, EBITA to gross
interest expense falls below 1.0x or if

Retained Cash Flow to Net Debt is below 10%. All credit metrics
are according to Moody's standard adjustments and definitions.

Marfrig, headquartered in Sao Paulo, Brazil, is one of the
largest protein players globally, with consolidated revenues of
BRL 18.7 billion (approximately USD 8.6 billion) at the end of
2013. The company has significant scale and is diversified in
terms of sales, raw materials and product portfolio, with
operations in Brazil, US, UK and many other countries and
presence in the beef, poultry and food service segments.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry published in May 2013.


MARFRIG HOLDINGS: Fitch Assigns 'B/RR4' Rating to US$850MM Notes
----------------------------------------------------------------
Fitch Ratings assign a 'B/RR4' rating to the USD850 million of
proposed senior unsecured notes due in 2019 to be issued by
Marfrig Holdings (Europe) B.V. and irrevocably and
unconditionally guaranteed by Marfrig Global Foods S.A. (Marfrig)
and by Marfrig Overseas Limited.

Proceeds are expected to be used to refinance debt maturities.

KEY RATING DRIVERS

Focus on Deleveraging

Fitch expects Marfrig's net debt to EBITDA ratio to organically
fall to below 4.0x by 2015 from an annualized 1Q14 leverage ratio
of 4.2x.  The annualized leverage adjusts for the October 2013
exchange by Marfrig of its branded food business, Seara, and its
leather businesses, Zenda, to JBS in exchange for JBS assuming
BRL5.850 billion of related debt.  Future debt reduction will be
driven by better asset and logistics management, a reduction in
capex, lower working capital use and decreased interest expenses.

Simplified Business Profile

Marfrig has simplified its organizational structure and decreased
execution risk with the divestment of Seara Brazil.  The group is
implementing its strategy called 'Focus to Win', which aims to
improve profitability and revenues with a focus of its commercial
strategy towards the rapid development of the food service and
retail channels.  The group is now structured into three business
units, Marfrig beef (46% of revenues), the world's third largest
beef producer; Moy Park (25%), one of the largest poultry-based
processed product supplier in the UK; and Keystone Foods (28%),
which processes food for major restaurant chains (notably
McDonald's).  The company's product and geographic
diversification continues to help to reduce risks related to
disease, trade restrictions and currency fluctuation.  As end-
2013, processed foods represented 40% of sales.  Revenues were
primarily denominated in USD (43%), Euro/Pound (22%) and the
Brazilian real (21%).

No Major Acquisitions Anticipated

Fitch does not foresee any major acquisitions for Marfrig in the
next 18 months as the company's management will need to focus on
improving cash flow generation.  Fitch expects Marfrig to focus
on developing its existing activities.  Key initiatives will be
the optimization of plants and distribution systems by Marfrig
Beef, the geographic expansion of Keystone, and the growth by Moy
Park through multi-protein retail sales in markets across UK and
Continental Europe.

Improved Debt Profile

The group has improved its debt maturity and liquidity profile
following the divestment of Seara.  As of March 31, 2014, the
group had BRL2.4 billion of cash and marketable securities.  This
compared with only BRL1.4 billion of short-term debt.  The
company is actively engaged in liability management to reduce
interest expenses.  It has done this through buying back
expensive debt and issuing debt with a 6.25% coupon through Moy
Park.

RATING SENSITIVITIES:

Considerations that could lead to a negative rating action
include the inability of Marfrig to start generating positive
free cash flow over the next 24 months while maintaining net
leverage above 4.0x.  An upgrade of Marfrig's ratings over the
medium term is possible should the company and new management be
able to improve the group's profitability and consistently
generate positive free cash flow.

Fitch currently rates Marfrig as follows:

Marfrig Global Food S.A.

-- Local currency IDR 'B';
-- Foreign currency IDR 'B';
-- National scale rating 'BBB(bra)'.

Marfrig Overseas Ltd

-- Foreign currency IDR 'B';
-- Senior unsecured notes due 2016 'B/RR4';
-- Senior unsecured notes due 2020 'B/RR4'.

Marfrig Holdings (Europe) B.V.

-- Foreign currency IDR 'B';
-- Senior unsecured notes due 2017 'B/RR4';
-- Senior unsecured notes due 2018 'B/RR4';
-- Senior unsecured note due 2021 'B/RR4.

The Rating Outlook is Stable.


SELECTA GROUP: Moody's Assigns (P)B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service, assigned a provisional (P)B3 corporate
family rating (CFR) to Selecta Group B.V. (Selecta).
Concurrently, Moody's has assigned a provisional (P)B2 rating to
the proposed EUR550 million equivalent senior secured notes due
2019 and a provisional (P)Ba3 rating to the EUR50 million super
senior revolving credit facility (RCF) due 2019. The ratings
outlook is stable. This is the first time Moody's has assigned a
rating to Selecta.

The proceeds from the notes, together with existing cash
balances, proceeds from a EUR220 million PIK Loan to be issued by
the holding company Selecta Group S.a.r.l., and an initial
drawing of EUR20 million under the RCF, will be used to repay
existing debt and to pay fees and expenses. Upon receipt of the
proceeds from the senior secured notes, Selecta will extend a
Proceeds Loan to its wholly owned subsidiary, Selecta AG, in an
amount equal to the new proceeds of the senior secured notes.

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

Company Profile

Registered in The Netherlands, Selecta is the holding company of
Selecta AG which is headquartered in Switzerland and is the
leading operator of vending machines in Europe by revenue, with
operations in 21 countries across Europe and leading market
shares in its key markets of Switzerland, Sweden and France. It
operates a network of approximately 135,000 active snack and
beverage vending machines on behalf of a broad and diverse client
base. It offers a wide range of products in its vending machines,
including hot and cold beverages and various snacks and
confectionary items and its clients include a large number of
both private and public organizations. For the year ended 30
September 2013, the company's revenues were EUR740 million and
the company's Moody's-adjusted EBITDA was EUR221 million.

Ratings Rationale

The (P)B3 CFR reflects, among other factors: (1) the company's
high leverage including the PIK Loan; (2) the highly challenging
nature of the European vending market which has declined in
recent years; (3) the fragmentation and competitive intensity of
the industry in which it operates; and (4) its high capital
expenditure and investment needs.

However, the rating is also supported by: (1) Selecta's position
as overall European market leader, with leading shares in its key
countries; (2) its contracted and highly diverse client base with
high overall renewal rates; (3) its track record in recent years
of managing costs and improving margins; and (4) its ability to
generate positive free cash flow.

Pro-forma for the transaction, Selecta's debt/EBITDA as adjusted
by Moody's will be around 6.2x, including an adjustment for the
company's operating leases and minimum rental costs. However, its
liquidity profile is adequate. Whilst the Super Senior RCF is
expected to be partially drawn at closing, Moody's expects that
any drawings will be repaid shortly thereafter and that the RCF
will only be used periodically to fund any seasonal working
capital requirements. The headroom under the RCF appears to be
adequate and there should be comfortable financial covenant
headroom for the foreseeable future. The CFR is adequately
positioned at the (P)B3 level.

Due to the subordination provided by the PIK Loan (which is
included in credit metrics for the CFR), the senior secured notes
have been rated one notch higher than the CFR at (P)B2 and, due
to its seniority in the capital structure, the RCF has been rated
three notches higher than the CFR at (P)Ba3.

Outlook

The stable outlook reflects Moody's expectation that Selecta will
maintain its current operating performance, will stabilize its
revenues and not incur material contract losses, and that
industry conditions will not further deteriorate. Moody's also
expects that the company will continue to pursue its organic
growth strategy and make no material debt-funded acquisitions,
adhering to its financial policy of investing any excess cash in
the business and in de-leveraging.

What Could Change The Rating Up

There could be positive pressure if the conditions for a stable
outlook are met and if Moody's-adjusted debt/EBITDA ratio falls
below 5.5x on a sustained basis and the company maintains a
Moody's-adjusted EBITDA margin of around 30%, whilst generating
positive free cash flow and keeping a solid liquidity profile.
Any potential upgrade would also include an assessment of market
conditions.

What Could Change The Rating Down

Moody's could downgrade the ratings if any of the conditions for
maintaining a stable outlook are not met, or if the company's
margins, liquidity profile or debt protection ratios deteriorate
as the result of a weakening of its operational performance.
Quantitatively, Moody's could downgrade the ratings if the
company's Moody's adjusted debt/EBITDA ratio rises towards 7x or
if the company fails to generate free cash flow.

Principal Methodology

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Selecta Group B.V., registered in The Netherlands, is the leading
operator of vending machines in Europe by revenue, with
operations in 21 countries across Europe and leading market
shares in its key markets of Switzerland, Sweden and France. For
the year ended 30 September 2013, the company reported revenues
of EUR740 million.

Selecta is ultimately owned by Allianz Capital Partners, the in-
house investment platform for alternative investments of the
Allianz Group, with an investment volume of approximately EUR9.2
billion as of 31 December, 2013.



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


BANK URALSIB: Moody's Affirms B2 Deposit Rating; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed Bank Uralsib's B2 long-
term global local- and foreign-currency deposit ratings with a
negative outlook. At the same time, Moody's affirmed the bank's
standalone financial strength rating (BFSR) of E+, equivalent to
a baseline credit assessment (BCA) of b2, and the Not-Prime
short-term local- and foreign-currency deposit ratings. The
outlook on the bank's BFSR remains stable.

Moody's affirmation of Bank Uralsib's ratings is primarily based
on the bank's audited financial statements for 2013, prepared
under IFRS.

Ratings Rationale

Maintenance of Negative Outlook

The negative outlook on Bank Uralsib's long-term ratings reflects
the rating agency's expectation that the bank's capital profile
will likely remain under pressure over the next 12-18 months as
Russia's negative operating environment (1) provides limited
opportunities to divest non-core assets; and (2) exposes the bank
to the risk that its profitability will not recover to
anticipated levels.

In addition, the negative outlook on the long-term ratings
reflects some weakening of Bank Uralsib's franchise, as the
bank's loan book recorded growth of just 4.6% during 2013
compared to the market average of 17%. In addition, uncertainty
with regard to the bank's ability to allocate capital to core
banking business could prompt further erosion of Bank Uralsib's
market share.

Affirmation Of Standalone Deposit Ratings

Moody's says that Bank Uralsib's maintained its capital adequacy
at the level comparable with its Russian peers and meets Basel
III-based regulatory capital requirements with 10.97% total
regulatory capital adequacy ratio as of 1 May 2014. In Moody's
opinion, Bank Uralsib's strategic shift to unsecured retail
lending as well as cost-cutting initiatives could result in
greater economies of scale and scope in 2014-15 and support the
bank's internal capital generation capacity. The development of
new retail products -- mainly though existing well-known
clientele -- together with conservative underwriting standards
resulted in a gradual improvement of the bank's net interest
margin to 3.8% in 2013 (2012: 3.4%), while cost of risk remained
at a comfortable 1.5% (unchanged compared to 2012).

At the same time, Bank Uralsib's bottom-line profitability
remained constrained by low efficiency, with the cost-to-income
ratio reported at 88% in 2013 (2012:95%), Moody's expects this
ratio to demonstrate further improvement on the back of the
bank's cost-cutting initiatives.

Moody's also notes that Bank Uralsib's liquidity profile remains
supported by its granular funding, comfortable loan-to-deposit
ratio of 102% as at year-end 2013 and adequate level of liquid
assets (approximately 25% of total assets).

However, ratings remain constrained by the significant exposure
to non-core assets. Investment properties and equity holdings in
Uralsib's insurance company accounted for 115% of Tier 1 capital
as at year-end 2013. The high risk-weight exposure also limits
the bank's capital flexibility, and places barriers to
development of earnings-generating business. Although the bank
has adopted a strategy to divest non-core assets, the pace of
divestment plans as well as limited investors' appetite and
challenging credit conditions drive Moody's expectations of
limited capital relief in next 12-18 months.

At the same time, Bank Uralsib's capital profile continues to be
adversely affected by non-business-related disbursements. Despite
reporting losses for three consecutive years, the bank allocated
around 13% of its capital to charity and dividend payouts in
2011-13. Moody's notes the likelihood of future charity
disbursements that will exert further pressure on the bank's
credit profile, while Bank Uralsib closed dividend pay-outs in
2014 (based on 2013 results).

What Could Move The Ratings Up/Down

Moody's says that the negative outlook on Bank Uralsib's B2
ratings could be changed to stable if the bank demonstrates an
ability to improve bottom-line profitability, divests from non-
core assets (in line with the adopted strategy) and maintains
satisfactory assets quality and capital levels.

Downward pressure could be exerted on Bank Uralsib's ratings by
any material adverse changes in the bank's risk profile,
particularly (1) failure to reduce investments to non-core assets
in line with communicated plans; (2) lack of progress in
improving profitability metrics, and/or (3) material weakening of
the capital buffer to a level insufficient to absorb losses
expected under Moody's scenario analysis.

Headquartered in Moscow, Russia, Bank Uralsib reported audited
total (IFRS) assets of RUB393 billion (US$12 billion) as of end-
December 2013.

The principal methodology used in this rating was Global Banks
published in May 2013.


KRAYINVESTBANK: Fitch Lowers IDR to 'B'; Outlook Stable
-------------------------------------------------------
Fitch Ratings has downgraded Krayinvestbank's (KIB) Long-term
Issuer Default Rating (IDR) to 'B' from 'B+' with a Stable
Outlook.  At the same time, the agency has affirmed the bank's
Viability Rating (VR) at 'b-' and removed it from Rating Watch
Negative (RWN).

KEY RATING DRIVERS: IDRs, SUPPORT RATING, NATIONAL RATING AND
SENIOR DEBT RATING

The downgrade reflects Fitch's view of a reduced probability of
support, in case of need, for KIB from its owner, the Krasnodar
Region of Russia (KR; BB/Negative), following the recent
downgrade of KR.

KIB's '4' Support Rating continues to reflect the limited
probability of support from KR, which directly owns a 98% stake
in the bank.  Fitch's view of the propensity to provide support
is based on KR's majority ownership and a track record of
assistance to date in the form of both liquidity support and
(albeit not since 2012) the provision of capital.

Fitch views the probability of support from KR's administration
as only limited given KIB's moderate importance for the region's
banking system and significant risks related to the bank's
sizeable exposure to development loans and other non-core assets
(roughly 2.5x Fitch core capital (FCC) at end-2013).  In the
agency's opinion, the recovery of these loans is questionable.
These loans may largely be related to officials within the
current regional administration and/or the bank's management,
thereby suggesting weaknesses in corporate governance and
potentially making support more costly and less politically
acceptable.

RATING SENSITIVITIES: IDRs, SUPPORT RATING, NATIONAL RATING AND
SENIOR DEBT RATING

Downside pressure on KIB's support-driven ratings could arise
from any major weakening in the relationship between KR and the
bank, for example as a result of changes in key senior regional
officials.  The IDRs could also be downgraded in case of a multi-
notch downgrade of KR's ratings; however, a one-notch downgrade
of KR is unlikely to result in a further downgrade of KIB's
ratings, as reflected in the Stable Outlook on KIB.  Upside
potential for KIB's ratings is currently limited.

KEY RATING DRIVERS: VR

The 'b-' VR reflects KIB's lumpy loan book, high exposure to
construction and development sectors, moderate capitalisation and
vulnerable liquidity.  However, it also considers the bank's
comfortable funding profile based on granular retail deposits.
The removal of the RWN on KIB's VR reflects reduced uncertainty
and risks associated with KIB's exposure to non-core real estate
assets, which is now structured through affiliated parties'
promissory notes of RUB7.2bn (1.4x end-2013 FCC).  Fitch has
received information on the majority of this portfolio, which
represents a combination of fairly liquid, reasonably valued
properties and less liquid investments.  As a result of further
restructuring, Fitch expects the collateralisation of this
exposure to strengthen.  Overall, Fitch views this portfolio as
high-risk and a significant drag on KIB's stand-alone profile;
however, this risk is compatible with the bank's low 'b-' VR.

RATING SENSITIVITIES: VR

KIB's VR could be downgraded if the bank's non-core assets
increase further in volume or deteriorate in quality, or if
arrears increase markedly in the bank's loan book.  Upside
potential is limited.

The rating actions are as follows:

  Long-term foreign and local currency IDRs: downgraded to 'B'
  from 'B+'; Outlook Stable

  Short-term foreign currency IDR: affirmed at 'B'

  National Long-term Rating: downgraded to 'BBB-(rus)' from 'A-
  (rus)'; Outlook Stable

  Viability Rating: affirmed at 'b-', off RWN

  Support Rating: affirmed at '4'

  Senior unsecured debt: downgraded to 'B'/'BBB-(rus)' from
  'B+'/'A-(rus)'; Recovery Rating 'RR4'



===============
S L O V E N I A
===============


LJUBLJANSKA BANKA: S&P Assigns 'BB-/B' Ratings; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-/B' long- and
short-term counterparty credit ratings to Slovenia-based Nova
Ljubljanska Banka D.D. (NLB).  The outlook is negative.

The ratings on NLB reflect the bank's 'bb-' anchor, as well as
its "adequate" business position, "moderate" capital and
earnings, "weak" risk position, "average" funding, and "adequate"
liquidity, as S&P's criteria define these terms.  The bank's
stand-alone credit profile (SACP) is 'b'.  In S&P's view, NLB has
a "high" systemic importance to Slovenia, and S&P classifies the
Slovenian government as "supportive" toward the country's banking
sector. This results in a two-notch uplift of the long-term
rating above the SACP.

S&P assess NLB's business position as "adequate" because it
benefits from the bank's dominant competitive position in
Slovenia, particularly in the retail sector, with some regional
geographic diversity in former Yugoslav countries.  However, S&P
forecasts muted business prospects for Slovenian banks,
particularly in the corporate segment, under the current weak
economic conditions.  Leverage in households is low in Slovenia,
and banks derive sound revenues from a stable retail segment.

"We assess NLB's capital and earnings as "moderate," but view
this as a neutral rating factor for the bank under our criteria,
given its 'bb-' anchor.  NLB received EUR1.5 billion in capital
from the government in December 2013 and subsequently transferred
EUR2.2 billion of bad loans to an asset management company.
Following the bank's recapitalization, our risk-adjusted capital
(RAC) for NLB was 6.6% at year-end 2013.  In our opinion, NLB's
earnings, which are burdened by a combination of weak margins and
elevated credit costs, are unlikely to support its capitalization
over the next few years, particularly if the bank faces further
problems from its sizable bad loans portfolio," S&P said.

"We assess NLB's risk position as "weak," reflecting our view
that it compares poorly with that of other banks operating in
countries with similar economic risk.  NLB is exposed to
heightened credit risk because its loan portfolio had rapidly
expanded before the global crisis and had significant exposure to
the highly leveraged construction sector.  The bank continues to
wrestle with high levels of problem loans, especially in the
highly leveraged corporate sector.  The bank has a track record
of years of aggressive lending to cyclical business segments.
The transfer of a large portion of problem loans to a government-
funded workout unit in December 2013, although positive, only
partly alleviated risks posed by the high amounts of problem
loans, in our view," S&P added.

"We assess NLB's funding as "average" and liquidity as
"adequate." Although gradually improving toward a deposit-funded
model, the bank's funding position remains generally unbalanced,
even though the current loan deleveraging has reduced the need
for external funding.  Moreover, investor confidence in the
Slovenian banking sector will take time to improve.  The
government's decision to massively recapitalize the banking
sector in late 2013 reduced our previous concerns about
refinancing risks in 2014 and 2015, because banks were able to
replenish their depleted liquidity buffers.  The relative
stability of customer deposits, despite the stress in the banking
sector in 2012 and 2013, and the contraction in loan books are
enabling NLB both to gradually move to a healthier deposit-funded
model and to reduce its reliance on external debt," S&P noted.

S&P's outlook on NLB is negative.  S&P considers that NLB has
"high" systemic importance to Slovenia, which S&P views as
"supportive" toward its banking sector.  However, S&P considers
that potential extraordinary government support for European
banks will likely decrease as resolution frameworks are put into
place. S&P could therefore lower the long-term rating if it
reduced or removed the two notches of uplift for potential
extraordinary government support, which S&P currently
incorporates into the rating, shortly before the January 2016
introduction of the EU Bank Recovery and Resolution Directive's
bail-in powers for senior unsecured liabilities.

Furthermore, if NLB's capitalization were to deteriorate
substantially, as reflected in a RAC ratio before diversification
below 5%, S&P would revise the bank's SACP downward.  This could
prompt S&P to consider a negative rating action on NLB.  S&P
could also lower the ratings on the bank if new nonperforming
loan (NPL) formation accelerated in 2014, further increasing the
stock of NPLs from its high level of about 30% on March 31, 2014.

S&P could revise the outlook on the bank to stable once the
conditions of the bank resolution regimes in Europe become
clearer, other things being equal.  An improvement in the bank's
SACP could also lead to a positive rating action.  This could
happen if the bank improved its asset quality and successfully
implemented its strategy.



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


NORCELL SWEDEN: Moody's Places B2 CFR Under Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed the ratings of Norcell
Sweden Holding 2 AB (publ) ("Com Hem" or "the company"; CFR at
B2, PDR at B2-PD and senior notes rating at Caa1) and those of
Norcell Sweden Holding 3 AB (publ) (senior secured debt
instruments rating at B1) under review for upgrade. The rating
action follows the announcement that Com Hem's ultimate parent
company Com Hem Holding AB (publ) has launched an initial public
offering (IPO) of its shares on the NASDAQ OMX Stockholm Stock
Exchange.

Ratings Rationale

Moody's review will evaluate to what extent the expected benefits
from the IPO warrant a higher rating than the current B2 CFR.
Expected benefits from the IPO include (i) the use of the
targeted primary proceeds (around SEK5.5 billion after deducting
underwriting commissions and offering expenses) for debt
reduction; (ii) the stated objective to maintain leverage (as
measured by a Net Debt/ Underlying EBITDA ratio) between 3.5x and
4.0x in the medium term, and (iii) a simplified capital structure
through the repayment of the senior PIK notes issued at Norcell
1B AB (publ) a parent holding company outside of the restricted
bank group. These will be mitigated by the company's intention to
declare dividends or other shareholder distribution in 2015 with
respect to financial year 2014, with a target to distribute at
least 50% of equity free cash flow (as defined by the company)

The review will also focus on an evaluation of the current
operating trends following the decline in revenues and Underlying
EBITDA reported in 2013, and the strategic objectives following
the changes in management made late last year. At this stage a
one notch upgrade of the CFR appears probable.

The principal methodology used in these ratings was the Global
Pay Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Com Hem is the largest cable operator in Sweden based on the
number of connected homes and unique subscribers. The company
provides broadband, television and fixed telephony services to a
subscriber base of approximately 1.83 million homes as of 31
March 2014, connected through Com Hem's network covering
approximately 39% of all homes in Sweden including all
metropolitan areas such as Stockholm, Gothenburg, Malm" and
Uppsala.

In 2013 Com Hem, indirectly majority-controlled by private equity
fund BC Partners Limited, reported revenues of SEK4.4 billion and
reported Underlying EBITDA of SEK2.2 billion.

List of Affected Ratings

On Review for Upgrade:

Issuer: NorCell 1B AB (publ)

  Senior Unsecured Regular Bond/Debenture Dec 1, 2019, Placed on
  Review for Upgrade, currently Caa2

Issuer: Norcell Sweden Holding 2 AB (publ)

  Probability of Default Rating, Placed on Review for Upgrade,
  currently B2-PD

  Corporate Family Rating, Placed on Review for Upgrade,
  currently B2

  Senior Unsecured Regular Bond/Debenture Sep 29, 2019, Placed on
  Review for Upgrade, currently Caa1

Issuer: Norcell Sweden Holding 3 AB (publ)

  Senior Secured Bank Credit Facility Sep 26, 2017, Placed on
  Review for Upgrade, currently B1

  Senior Secured Bank Credit Facility Mar 26, 2018, Placed on
  Review for Upgrade, currently B1

  Senior Secured Bank Credit Facility Sep 26, 2017, Placed on
  Review for Upgrade, currently B1

  Senior Secured Bank Credit Facility Sep 26, 2017, Placed on
  Review for Upgrade, currently B1

  Senior Secured Regular Bond/Debenture Sep 29, 2018, Placed on
  Review for Upgrade, currently B1

Outlook Actions:

Issuer: NorCell 1B AB (publ)

Outlook, Changed To Rating Under Review From Stable

Issuer: Norcell Sweden Holding 2 AB (publ)

Outlook, Changed To Rating Under Review From Stable

Issuer: Norcell Sweden Holding 3 AB (publ)

Outlook, Changed To Rating Under Review From Stable



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


DUFRY AG: S&P Puts 'BB+' CCR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
negative implications its 'BB+' corporate credit rating on Swiss
travel retailer Dufry AG and S&P's issue rating on its debt.

The CreditWatch placement follows Dufry's intention to acquire
Switzerland-based competitor Nuance Group AG for an enterprise
value of Swiss franc (CHF) 1.55 billion.  It is S&P's
understanding that Nuance's shareholders -- private equity
company PAI Partners (48%), the Bastianeloo family through GECOS
SpA (48%) and Nuance management (4%) -- are seeking to sell and
have entered into exclusive negotiations with Dufry.

Including transaction costs, the transaction is expected to be
financed through at least CHF550 million in new debt and a CHF1.0
billion equity rights issue, of which the sale of CHF275 million
mandatory convertible notes has already been launched.  The
rights issue is partially underwritten.  Dufry's main shareholder
group, Travel Retail Investment SCA, which holds a 22.2% stake,
has already committed to participate in the planned capital
increase at the upcoming extraordinary general meeting on
June 26, 2014.

In addition, Dufry plans to replace part of its existing debt
with a new CHF1.5 billion term loan and to replace its CHF650
revolving credit facility (RCF) with a new CHF900 million RCF.

The rating on Dufry reflects S&P's assessment of the company's
business risk profile as "satisfactory," and its financial risk
profile as "significant."

Dufry's current market share of 9%-10% makes it the world's
leading airport retailer.  The acquisition of Nuance would boost
Dufry's market share to around 15%, ahead of the world's No. 2,
World Duty Free, which has market share of around 8%.  The
increased purchasing power would likely enable the company to
improve its purchasing conditions and realize efficiency gains
through its integrated information technology (IT) and logistics
systems.  In addition, S&P expects cost savings from the merger
of the two headquarters. Dufry calculates synergies could reach
about CHF70 million a year.

From a geographical perspective, the acquisition complements
Dufry's current operations, and lowers its high exposure to
Greece and Brazil.  It would improve Dufry's positioning in Asia
and further strengthen its position in Europe, the Middle East,
and Africa (EMEA).  S&P estimates that Dufry's revenues in Asia
account for only about 5% of group sales on a stand-alone basis,
while Nuance generates almost 25% of its revenues in Asia
(excluding Australia).  In EMEA, the acquisition would diversify
Dufry's presence into Northern and Western Europe and at the same
time make it the market leader in the Mediterranean area.
Overall, S&P estimates that only 2%-3% of Dufry and Nuance stores
are located at the same airport.

A negative factor would be that, on a stand-alone basis, Nuance
has a higher proportion of concessions with lifetimes of less
than five years compared with Dufry, and a lower proportion of
concessions exceeding 10 years.  According to S&P's estimates,
the acquisition will reduce Dufry's average remaining concession
lifetime by several months, although it should still be longer
than six years.

Given the size of the transaction, there is a certain level of
integration risk, in S&P's view, including the risk of prolonged
antitrust approval processes, loss of key personnel, or other
operational or IT system-related disruptions.  To some extent,
however, S&P considers that Dufry's expertise at acquiring
competitors mitigates such risks, as does the fact that Nuance is
also based in Switzerland.

The proposed acquisition depends on antitrust clearance, in
particular from Brazil and Russia.  Critically, the acquisition
also depends on the successful completion of the capital increase
and the bond issuance.  Provided that the necessary approvals are
obtained, S&P understands that the acquisition will likely close
during the third quarter of 2014 and Nuance will be fully
integrated over the course of 2015.

Despite the significant size of the transaction, the issuance of
a total CHF1.0 billion of equity could largely mitigate the
negative effect of the acquisition on Dufry's leverage ratios.
On a pro forma basis for the years 2015 and 2016, we expect
Standard & Poor's-adjusted debt to EBITDA would rise to 3.0x,
from the current 2.5x.  Further, S&P estimates adjusted EBITDA
interest cover would fall to 5.0x-5.5x from 7.5x-8.0x and
adjusted free operating cash flow (FOCF) to debt would fall to
10%-15% from 15%-20%.

Before the announced acquisition of Nuance, several of Dufry's
leverage ratios already pointed toward an "intermediate"
financial risk.  S&P nonetheless views Dufry's financial risk as
"significant," owing to the company's acquisitive financial
policy.  After the acquisition, S&P estimates Dufry's leverage
ratios would be well aligned with a "significant" financial risk
assessment.

S&P plans to resolve the CreditWatch placement after it has
reviewed the full details of the transaction, including
documentation of the financial instruments, and gained sufficient
certainty about the success of the proposed equity rights issue.
At that time, S&P could affirm the current rating on Dufry or
lower it, likely by no more than one notch.


NUANCE GROUP: S&P Puts 'B+' CCR on CreditWatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
positive implications its 'B+' corporate credit rating on Swiss
travel retailer Nuance Group AG and its issue rating on its debt.

The CreditWatch placement follows the announcement that Dufry AG
plans to acquire Nuance for a total consideration of Swiss franc
(CHF) 1.55 billion.  All of Nuance's outstanding rated debt was
issued with change-of-control clauses; S&P therefore expects
Nuance's debt to be repaid as part of the transaction.  The
transaction is subject to regulatory approval and should close in
the third quarter of 2014.

The rating on Nuance reflects S&P's assessment of the company's
business risk profile as "fair" and its financial risk profile as
"aggressive."

S&P incorporates Nuance's high portfolio concentration and a
series of adverse events, including lossmaking concessions and
the loss of key concessions, into S&P's view of its business risk
profile.  Nuance's financial risk profile is capped at
"aggressive" because of the existence of a financial sponsor (FS)
evaluated FS-5 according to our criteria.

S&P also applied a "negative" comparable rating analysis (CRA)
modifier to take into account the weak operating performance and
concession renewal risks.

S&P plans to resolve the CreditWatch placement after the
transaction closes.  At that time, S&P could raise the ratings on
Nuance up to the level of those on Dufry.



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


BROKBUSINESSBANK: NBU Commences Liquidation Procedure
-----------------------------------------------------
Interfax-Ukraine reports that the National Bank of Ukraine has
decided to liquidate Brokbusinessbank (Kyiv) from June 11, 2014.

Intefax-Ukraine relates that NBU's press service said "Taking
into account the proposals of the Individuals' Deposit Guarantee
Fund . . . the NBU board decided to cancel the banking license of
Brokbusinessbank and liquidate it."

Brokbusinessbank was founded in 1991.  VETEK Group said it holds
a 40% stake in the bank.  According to the National Bank of
Ukraine, on January 1, 2014, Brokbusinessbank ranked 16th in
terms of total assets (UAH28.914 billion) among the 180 banks
operating in Ukraine.



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


DAWNBROOK LTD: Goes Into Administration, Seeks Buyer for Hotel
--------------------------------------------------------------
Craig Borland at The Buteman reports that the company, which owns
the Victoria Hotel in Rothesay, has been placed into
administration.

Administrators French Duncan intend to keep the hotel in Victoria
Street open under its existing management while attempts are made
to find a buyer for the facility, which is owned by Dawnbrook
Ltd, according to The Buteman.

"It is extremely disappointing that this has come about; however,
the reality is that the hotel business in general is a very tough
market, and during current difficult times the Victoria has been
unable to achieve the capacity of guests required to make it
viable," the report quoted a spokesperson for Victoria.

The report relates that the Victoria and its sister hotel, the
Esplanade, which are owned by different companies but run by the
same management team, together employ around 30 people.


GAME DIGITAL: Back in Business After Going Into Administration
--------------------------------------------------------------
key103.com reports that video games retailer Game Digital is back
on the stock market, two years after its collapse into
administration and subsequent rescue.

Game, owned by US hedge fund Elliott Advisors, announced ahead of
conditional trading this morning that the offer price for its
flotation would raise gross proceeds of GBP121 million - giving
the firm a market value of GBP340 million, according to
key103.com.

The report notes that the offer was said to be fully subscribed.

The Initial Public Offering on the London Stock Exchange marked a
new chapter for Game after the UK and Spanish arms were rescued
from administration, the report discloses.

Game collapsed in 2012 with shareholders receiving nothing while
2,000 staff lost their jobs, the report relates.

It was a casualty of not only the-then slump in high street
spending but also a business model that left it with high rent
bills and little access to the digital marketplace, the report
notes.

A number of key suppliers, including Electronic Arts, had refused
to distribute major titles to the chain over cash flow fears, the
report relates.

Elliot Advisors has since slashed 300 poorly performing stores
and its new management team, led by former HMV executive Martyn
Gibbs, has been credited with boosting sales and profits, the
report discloses.

"Game Digital is a profitable and cash generative business with a
great team, strong supplier partnerships and exciting digital
growth opportunities," the report quoted Mr. Gibbs as saying.

"These fundamentals have enabled us to attract quality investors
who we welcome into our business.  We are a truly specialist
retailer, with a loyal customer base, operating in a growing
market.  Our supplier partners are producing increasingly
advanced  gaming content, for which we will continue to develop
and facilitate new ways to buy and play," Mr. Gibbs, the report
relates.

However, the report discloses that there was concern raised over
the timing of the flotation and Game's past history.

The report notes that speaking after an hour's trading, Mark
Priest, head of index and equity markets at ETX Capital, told Sky
News: "It's come in at the offer price and not done a great deal.

"It's once bitten twice shy with a company that has been in
administration in the past.  You look at the 40% fall at ASOS and
the shine has been slightly taken off online retailers. I think
we're going to see the same with this stock," the report quoted
Mr. Priest as saying.


HARRISON LEISURE: 14 Jobs Saved as Firm Goes Into Administration
----------------------------------------------------------------
Clare Burnett at Bdaily News reports that Bridlington's Harrison
Leisure Ltd. has gone into administration after being unable to
weather the recession following the opening a Burger King
franchise.

After six months of negotiations, Harrison's administrators were
able to save all 14 jobs, and numerous temporary employees,
according to Bdaily News.

On May 16, 2014, the report relates that Brian Johnson and
Abigail Jones of London's Fisher Partners --
fisherp@hwfisher.co.uk --  were appointed joint administrators
over Harrison Leisure Ltd. which runs a pub, restaurant and
leisure complex on the Bridlington seafront.

"Harrison Leisure had borrowed from its bank in 2007 to build a
two storey unit on land it held on a long lease, and to purchase
a Burger King franchise.  Unfortunately, the opening of the
franchise coincided with the onset of the recession in 2008 and
visitor numbers fell dramatically," the report quoted Brian
Johnson of Fisher Partners as saying.

"The franchise had to be closed at great cost to the company and
despite efforts to market and sell the business last year, no
offers or expressions of interest were forthcoming," Mr. Johnson
said, the report relates.

"In an effort to save the business, preserve jobs and maximise
recoveries for the creditors, the directors and shareholders,
through Harrison Leisure Acquisitions Limited, set about the
process of raising funds through a secured peer-to-peer lender
and negotiating with the bank to buy out its debt and then to buy
the business and assets as a going concern from the
administrators," Mr. Johnson, the report notes.

"After over six months of negotiation, the deal was concluded
with the joint administrators on May 16, 2014.  The deal has
ensured that a significant part of the Bridlington seafront has
avoided being boarded up, the jobs of 14 permanent employees have
been preserved as well as the jobs of temporary employees taken
on in the summer season and the ultimate realisation has been
maximised for the secured creditor," Mr. Johnson said, the report
adds.


LEEDS UNITED AFC: May Face Liquidation Over Unpaid Debt
-------------------------------------------------------
Evening Times reports that Leeds United Association Football
Club, the Sky Bet Championship club, could be wound up if its
GBP950,000 debt is not paid.

However, a barrister representing the club said at a hearing
before a registrar at the High Court in London that payment could
be "made very quickly", Evening Times relates.

Another hearing of the case is scheduled for June 23, Evening
Times discloses. The registrar was told that money Leeds owed to
the taxman had already been paid, Evening Times relays, althought
that amount was not disclosed.

Lawyers said Leeds' owner Massimo Cellino had paid money owed to
HM Revenue & Customs.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


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