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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Friday, June 20, 2014, Vol. 15, No. 121

                            Headlines

F R A N C E

CREDIT FONCIER: Fitch Raises Rating on Part M2 Notes from 'BB'


ELIOR SCA: S&P Raises CCR to 'BB' on Successful IPO

G E R M A N Y


BRUNO GMUNDER: Gay Publisher Files for Insolvency
SUEDZUCKER INT'L: Moody's Cuts Jr. Subordinated Rating to 'Ba2'


I R E L A N D

ARBOUR CLO: Fitch Assigns 'B-sf' Rating to Class F Notes
GREENSTAR: D&E Earns Over EUR1.4MM for Overseeing Receivership


I T A L Y

EUROHOME MORTGAGES: Fitch Affirms 'Csf' Ratings on 4 Note Classes


K A Z A K H S T A N

TSESNABANK: S&P Revises Counterparty Credit Rating to 'B+'


L U X E M B O U R G

CARROS FINANCE: Moody's Lowers First Lien Debt Rating to 'B2'
GEO TRAVEL: S&P Raises CCR to 'B+' on IPO; Outlook Stable


N E T H E R L A N D S

GARDA CLO: S&P Lowers Rating on Class D Notes to 'BB-'
HEMA: Goes Into Receivership
NIBC BANK: Fitch Affirms 'B+' Rating on Hybrid Tier 1 Securities


M O N T E N E G R O

ATLAS BANK: Moody's Withdraws 'B2' Long-term Deposit Rating


P O R T U G A L

PORTUGAL TELECOM: Moody's Withdraws 'Ba2' Corporate Family Rating


S P A I N

GC FTPYME 5: Fitch Affirms 'CCCsf' Rating on Class C Notes
SOLOCAL GROUP: Moody's Raises CFR to 'B3'; Outlook Negative


T U R K E Y

BEREKET VARLIK: S&P Assigns Prelim. 'BB' Rating to US$500M Certs.


U N I T E D   K I N G D O M

ALMONDVALE GROUP: Owner Blames Banks as Firm in Administration
ASHTEAD GROUP: S&P Revises Outlook to Positive & Affirms 'BB' CCR
COMET: Former Employees Set For Payout
COVENTRY BUILDING: Fitch Rates Convertible Securities 'BB+(EXP)'
HEART OF ENGLAND: Enters Voluntary Liquidation

LAKELAND FASHION: Beverly Store Under Threat Amid Administration
LEHMAN BROTHERS: July 31 Proofs of Debt Deadline Set
LEHMAN BROTHERS UK: July 31 Proofs of Debt Deadline Set
NEWSTEAD BELMONT: More Clarity May be Emerging in Prospects
R&R ICE CREAM: Moody's Rates EUR255MM Sr. Secured Notes '(P)B2'

R&R ICE CREAM: S&P Affirms 'B' CCR; Outlook Stable
SEA OTTER BOATS: Goes Into Voluntary Liquidation
TATA STEEL UK: Moody's Affirms 'B3' Corporate Family Rating
* UK: More Than 1,000 Law Firms Shut Down in 2013


X X X X X X X X

* BOOK REVIEW: Risk, Uncertainty and Profit


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CREDIT FONCIER: Fitch Raises Rating on Part M2 Notes from 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded two tranches of five prime French RMBS
transactions, which comprise loans originated and serviced by
Credit Foncier de France (CFF; A/Stable/F1).  The rest were
affirmed.

KEY RATING DRIVERS

Robust Performance

The rating actions reflect the solid performance of the
underlying assets in all transactions.  The upgrades of class M1
and M2 in Zebre 2006-1, in particular, reflect increased credit
enhancement and the ability to withstand additional default
stresses.

As of the latest reporting dates, three-month plus arrears ranged
from 0.11% (Partimmo 11/03) to 0.62% (Partimmo 05/03) of the
current pool balance, while the cumulative gross defaults varied
between 1.73% (Partimmo 11/03) to 2.95% (Zebre Two) of the
initial asset balance.

Loans Secured By a Caution

The residential loans securitized in all five transactions are
either secured by a first-ranking mortgage or by a caution.
These guarantees are provided by specialized guarantors or mutual
insurance.  In line with its criteria, Fitch took a more
conservative stance in its estimation of the expected recovery
rate on guaranteed loans by giving no credit to the caution
policy.  The additional stresses applied as a result has had no
impact on the ratings, as reflected in the rating actions.

Junior Tranches of Zebre 2006-1 Capped

In late 2008, some of the securitized loans in Zebre 2006-1 were
subject to modifications.  To limit the level of risk exposure on
M1 and M2 junior notes, CFF committed to paying the issuer any
capital loss incurred as a result of the loan modifications.
Hence the notes are subject to a rating cap linked to CFF's Long-
term Issuer Default Rating.

RATING SENSITIVITIES

Deterioration in asset performance may result from economic
factors, in particular the increasing effect of unemployment.  A
corresponding increase in new defaults and associated pressure on
excess spread levels and reserve funds, beyond Fitch's
assumptions, could result in negative rating actions.

The rating actions are as follows:

FCC Partimmo 05/03
CDE11 part P affirmed at 'AAAsf'; Outlook Stable

FCC Partimmo 11/03
CDE11 part P affirmed at 'AAAsf'; Outlook Stable

FCC Zebre One
Class A affirmed at 'AAAsf'; Outlook Stable

FCC Zebre Two
Part P affirmed at 'AAAsf'; Outlook Stable

FCC Zebre 2006-1
Part P affirmed at 'AAAsf'; Outlook Stable
Part M1 upgraded to 'Asf' from 'BBBsf'; Outlook Stable
Part M2 upgraded to 'BBBsf' from 'BBsf'; Outlook Stable


ELIOR SCA: S&P Raises CCR to 'BB' on Successful IPO
----------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on France-based food services provider Elior S.C.A.
(Elior) to 'BB'.  The outlook is stable.

At the same time, S&P raised its issue rating on the EUR228
million senior secured notes due 2020, issued by special-purpose
vehicle (SPV) Elior Finance & Co. S.C.A. (Elior Finance) to 'BB'.

In addition, S&P raised to 'BB' its issue ratings on the facility
H1 loan that Elior Finance extended to Elior and the group's
other senior secured facilities.

S&P has also removed all these ratings from CreditWatch with
developing implications, where they were placed on May 1, 2014.

The rating action follows the successful completion of Elior's
IPO on June 11, 2014, raising EUR745 million in net proceeds. Of
the proceeds, Elior has used EUR615 million to pay down part of
its senior secured loans due 2019 and EUR123 million to partially
redeem its senior secured notes due 2020.  S&P's forecast credit
metrics have therefore improved as a result of this transaction.

Following the transaction, S&P forecasts that Elior's credit
metrics will be comfortably within the range expected of an
entity we assess as having "aggressive" financial risk profile.
Standard & Poor's-adjusted debt for the year ending in September
2014 reduces to nearly EUR2.0 billion and comprises about
EUR1.6 billion of gross balance-sheet debt, adjustments of EUR170
million for operating lease debt, just over EUR85 million for
postretirement obligations, and EUR130 million for unamortized
borrowing costs and put options for minority stakes.

S&P's adjusted debt-to-EBITDA ratio for Elior is 4x in 2014 and
its adjusted funds from operations (FFO) to debt is about 17%.
Elior also generates strong free operating cash flow, which S&P
now forecasts to be close to EUR79 million in the financial year
(FY) ending in September 2014, and EUR114 million in 2015 as a
result of reduced interest costs following the IPO.

"We continue to assess Elior's business risk profile as
"satisfactory," which reflects the company's leading positions in
the markets that it operates; it is the third-largest concession
operator and the fourth-largest contract caterer globally.  Our
assessment is also supported by Elior's sustainable and
predictable cash flow generation based on its medium- and long-
term contracts, elevated retention rates, significant end-market
diversification, and low volatility of profitability.  Our
assessment is limited by Elior's presence in a highly competitive
and fragmented market, and its geographical concentration in
Western Europe (87% of revenues stem from France, Spain,
Portugal, and Italy), which limits the group's ability to service
global requests.  The vulnerability of Elior's profitability to
unfavorable French labor regulations and expected wage and food
price inflation also restricts our assessment," S&P said.

S&P's business risk assessment also incorporates its view of the
business and consumer services industry's "intermediate" risk and
the company's "intermediate" country risk exposure.

Additionally, the improvement in the credit metrics following the
IPO caused S&P to eliminate the negative modifier of one notch
for our comparable ratings analysis.  This lifts the anchor to
'bb'.

S&P's base-case scenario assumes:

   -- minimal organic growth in 2014 of about 1%, constrained by
      the weak macroeconomic environment in Europe.

   -- overall revenue growth of up around 11% in 2014, as Elior's
      financial reports fully incorporate U.S. business
      TrustHouse, which Elior acquired in 2013; and about 5%
      revenue growth in 2015.

   -- capital expenditure (capex) equaling 3.5% of revenues.

   -- S&P's assumption of bolt-on acquisition spending of about
      EUR150 million in 2015.

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

   -- an adjusted EBITDA margin of about 8.8% in 2014, showing
      some increase from 2013, partially led by synergy benefits
      from the TrustHouse acquisition.

   -- FFO to debt at about 16.5% in 2014, improving to 18% in
      2015.

   -- debt to EBITDA at about 4x in 2014, improving to 3.8x in
      2015.

The stable outlook reflects S&P's view that Elior's operating
performance will remain steady after its successful execution of
the IPO and S&P's expectation that generated cash flows will
support credit metrics at levels commensurate with "aggressive"
financial risk profile through 2015.  This includes adjusted FFO
to debt above 12% and debt to EBITDA of 4x-5x.

S&P could lower the ratings should Elior have difficulty in
integrating recent acquisitions or experience a reduced ability
to pass along food price inflation, leading to lower margins than
S&P currently anticipate, a reduction in cash flow generation, or
tightening liquidity.  In addition, debt-financed acquisitions,
shareholder distributions, and adjusted FFO to debt of less than
12% could cause us to lower the ratings.

The potential for an upgrade is somewhat limited given that the
company's financial policy and capital structure are changing to
become more consistent with public ownership.  Having said that,
improvements in EBITDA and cash flow generation, as well as
stronger credit metrics than S&P currently anticipates, a
reduction in leverage resulting in sustained adjusted FFO to debt
of more than 20%, and adjusted debt to EBITDA of less than 4x,
alongside a less aggressive financial policy, could cause S&P to
consider raising the rating.



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BRUNO GMUNDER: Gay Publisher Files for Insolvency
-------------------------------------------------
Bob Johnson at XBIZ.com reports that gay publishing house The
Bruno Gmunder Group -- publisher of "Men" and other publications
-- has filed for insolvency in an effort to restructure the
company.

A recent bid for new capital that could have averted the move was
denied, the report says.

XBIZ.com relates that the company said it will be business as
usual under the restructuring and it will continue to meet its
debts.

Adjustments necessary for the switch to digital transformation
and modernization that ate up considerably more resources than
originally anticipated were cited as reasons for the restructure,
the report notes.  The company said its new business models have
not been able to compensate for the decreasing sales of formerly
best-selling products, XBIZ.com relays.

"Recently, due to rapid changes in the consumer marketplace and
diminishing purchases of physical media, the publishing company
has been experiencing a decrease in the sales of products that
were once bestsellers," the company, as cited by XBIZ.com, said.

According to the report, the restructuring will allow the company
to preserve and reorganize the enterprise. The company said the
proceedings according to German and EU law are different from the
insolvency laws of the U.S. although there are similarities
between the German Insolvency Statute and the provisions of U.S.
Chapter 11, the report notes.  "However, this is not a
bankruptcy, but a way to keep cash flow solvent to meet regular
debt obligations and allow the company to avoid a bankruptcy, and
to get 'back in the black,'" the company noted.

The report notes this process will let Bruno Gmunder modernize
the company and maintain business in the future without the
burden of prior debt. The "Bruno's" stores, Brunos.demail order
services, the fiction, non-fiction and photo book departments,
the "Spartacus" guide, the "Spartacus-Traveler" and "Manner"
magazines, as well as other in-house products will continue
uninterrupted, the report adds.

Founded in 1981, Bruno Gmunder was acquired in 2011 and installed
a new management team consisting of Tino Henn, Nik Reis, and
Michael Taubenheim that attempted to restructure and optimize its
product range that includes a number of print products as well as
an increasing number of digital products such as e books, apps
and websites.  Travel guides, magazines, photo books, comic books
and works of fiction and non-fiction are also part of the
company's range of product offerings.


SUEDZUCKER INT'L: Moody's Cuts Jr. Subordinated Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Baa2 from Baa1 the
issuer long-term ratings of Suedzucker AG and assigned a Baa2
backed issuer rating to its wholly owned subsidiary Suedzucker
International Finance B.V. Moody's has also downgraded to Ba2
from Ba1 Suedzucker International Finance B.V.'s junior
subordinated rating. Concurrently, Moody's has affirmed the
Prime-2 (P-2) short-term commercial paper rating of Suedzucker
and Suedzucker International Finance. The outlook on all the
ratings is stable.

"We have downgraded Suedzucker primarily as a result of the
company's weak profitability forecast, which reflects a
combination of current market conditions in the European sugar
and bioethanol markets as well as our view that pending EU sugar
market regulation reforms will increase earnings volatility in
the sugar segment," says Sven Reinke, a Moody's Vice President --
Senior Analyst and lead analyst for Suedzucker.

Ratings Rationale

The downgrades reflect the expected reduction in operating profit
to around EUR200 million for the current financial year
(including the expected EUR40 million reduction in operating
profits due to an IFRS 11 accounting change regarding the
consolidation method for joint ventures). This decline reflects
the negative impact of a deteriorating environment in the
European sugar and bio ethanol markets on the company's key Sugar
and CropEnergies segments. The action concludes the review for
downgrade driven by Suedzucker's announcement of a significant
reduction in expected earnings for the current financial year,
which was well outside Moody's previous expectations and would
weaken Suedzucker's financial profile beyond levels that were
considered acceptable for the Baa1 rating category.

After a number of years of improving operating performance that,
together with a conservative financial policy, enabled Suedzucker
to strengthen its credit profile, the company reported a
significantly lower operating profit of EUR658 million for fiscal
year (FY)2013-14 (1 March 2013 to 28 February 2014) down from
EUR972 million in the previous fiscal year. Additionally, the
company recorded restructuring and special items of EUR116
million, mainly driven by costs associated with the fine from a
German anti-trust case, which was only partially offset by the
refund claim of overpaid production levies in 2001-02 to 2005-06.
However, the results were broadly in line with Moody's
expectations and were reflected in Suedzucker's previous Baa1
rating. Accordingly, key credit metrics at fiscal year-end
2013-14, such as the adjusted (gross) debt/EBITDA ratio at 2.5x
and the retained cash flow (RCF)/net debt ratio at 29.8%,
remained commensurate with the previous Baa1 rating.

Moody's has concluded that intended cost savings and the proposed
reduction of the dividend from EUR0.90 per share to EUR0.50 per
share, which will reduce the dividend payment by about EUR80
million, will not sufficiently offset the negative impact on the
company's financial profile of the expected operating
profitability deterioration in the current financial year. The
rating agency expects that Suedzucker's credit metrics will
weaken materially over the coming quarters, despite relatively
stable debt levels.

In Moody's view, the rating will remain constrained by
uncertainties surrounding the reform of EU sugar market
regulation (regarding its impact on market pricing), which
Moody's believe will increase earnings volatility in Suedzucker's
Sugar segment. The rating also remains constrained by
Suedzucker's exposure to commodity price fluctuations,
particularly in its Specialty Products, CropEnergies and Fruit
segments.

The Baa2/P-2 issuer and debt ratings of Suedzucker and its
guaranteed subsidiary, Suedzucker International Finance, reflect
the group's scale and leading position in European beet sugar
production. The ratings also reflect the group's diversification
through four business segments: Sugar, Special Products,
CropEnergies and Fruit, although Moody's notes that sugar
processing remains the group's main activity (representing
approximately 52% of FY2013-14 group revenues).

Rationale For Stable Outlook

The stable rating outlook reflects Moody's view that Suedzucker's
key credit metrics will materially weaken in FY2014-15, but that
this deterioration will be mitigated by expected improvements in
the group's operating profitability in FY2015-16, which should
drive a noticeable advancement in its key credit metrics. The
current rating and outlook also assume that (1) Suedzucker's
financial performance will not deteriorate beyond the company's
guidance for the current financial year and will improve
substantially in FY2015-16; (2) conservative financial policies
and liquidity management will be maintained; and (3) transforming
debt-financed acquisitions that have a material negative impact
on our credit metrics will remain absent.

Structural Considerations

The Ba2 junior subordinated instrument rating is three notches
lower than Suedzucker's Baa2 issuer rating and continues to
reflect the loss absorption characteristics of the rated
instrument (which continues to receive Basket D treatment),
including (1) its deeply subordinated and perpetual nature; (2)
the presence of a mandatory non-cumulative coupon suspension
linked to a breach of a strong trigger (consolidated cash flow of
the company is less than 5% of the consolidated sales revenues),
which is not expected to be breached in the foreseeable future;
and (3) an optional cumulative deferral if no dividends are paid.

What Could Change The Rating Up/Down

In Moody's view, positive pressure on the rating is unlikely to
develop during the next 12-18 months and is reliant on (1)
Suedzucker improving adjusted leverage to sustainably below 3.0x
and adjusted RCF/net debt sustainably above 25%; and (2) the
group building on its cash balances and financial flexibility
cushion to ensure that it can sustain the increased earnings
volatility in the Sugar segment following the announcement of the
change to EU sugar regulations, with the abolishment of the sugar
quota-regime in September 2017.

Conversely, negative rating pressure could develop if (1) the
group's profitability weakens beyond the company's guidance in
the current financial year; (2) a material improvement in
operating profitability in FY2015-16 doesn't materialize; and (3)
financial policies and liquidity management relax.
Quantitatively, an adjusted (gross) debt/EBITDA ratio sustainably
above 3.5x and an RCF/net debt ratio sustainably below 17.5% for
a prolonged period of time could pressure the rating.

Principal Methodology

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

Other factors used in these ratings are described in Revisions to
Moody's Hybrid Tool Kit, published in July 2010.

Based in Mannheim, Germany, Suedzucker AG is Europe's largest
sugar producer. It additionally operates in the Special Products,
CropEnergies and Fruit segments and posted EUR7.7 billion in
revenues for the fiscal year ended February 2014 (FY2013-14).



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ARBOUR CLO: Fitch Assigns 'B-sf' Rating to Class F Notes
--------------------------------------------------------
Fitch Ratings has assigned Arbour CLO Limited notes final
ratings, as follows:

EUR208.75m class A: 'AAAsf'; Outlook Stable
EUR26.25m class B-1: 'AAsf'; Outlook Stable
EUR19.95m class B-2: 'AAsf'; Outlook Stable
EUR11.25m class C-1: 'A+sf'; Outlook Stable
EUR10.75m class C-2: 'A+sf'; Outlook Stable
EUR19.75m class D: 'BBB+sf'; Outlook Stable
EUR26.675m class E: 'BB+sf'; Outlook Stable
EUR12.125m class F: 'B-sf'; Outlook Stable
EUR39.5m subordinated notes: not rated

Arbour CLO Limited is an arbitrage cash flow collateralized loan
obligation (CLO).

KEY RATING DRIVERS

'B' Category Portfolio Credit Quality

The average credit quality of the indicative portfolio is in the
'B' category.  The agency has public ratings or credit opinions
on all obligors in the indicative portfolio.  The covenanted
maximum Fitch weighted average rating factor (WARF) for assigning
the final ratings is 34.0.  The WARF of the indicative portfolio
is 31.6.

High Expected Recoveries

At least 90% of the portfolio comprises senior secured
obligations.  Fitch has assigned Recovery Ratings (RR) to all
assets in the indicative portfolio.  The covenanted minimum Fitch
weighted average recovery rate (WARR) for assigning the final
ratings is 69%.  The WARR of the indicative portfolio is 74.8%.

Payment Frequency Switch

The notes pay quarterly, while the portfolio assets can reset to
a semi-annual basis.  The transaction has an interest smoothing
account, but no liquidity facility.  Potential liquidity stress
for the non-deferrable class A, B-1 and B-2 notes -- stemming
from a large proportion of assets resetting to a semi-annual
basis in any one quarterly period -- is addressed by switching
the payment frequency on the notes to semi-annual in such a
scenario.

Partial Interest Rate Hedge

Between 5% and 15% of the portfolio may be invested in fixed-rate
assets, while fixed-rate liabilities account for 10% of total
liabilities.

Limited FX Risk

The transaction is allowed to invest up to 50% of the portfolio
in non-euro-denominated assets, provided these are hedged with
perfect asset swaps within six months of purchase.  Unhedged
non-euro assets must not exceed 2.5% of the portfolio at any
time.

Trading Gain Release

The portfolio manager may designate trading gains as interest
proceeds, providing the portfolio balance remains above the
reinvestment target par balance and the class E
overcollateralization (OC) test remains above its value at the
effective date.

TRANSACTION SUMMARY

Net proceeds from the issue of the notes are being used to
purchase a EUR365.3 million portfolio of mostly European
leveraged loans and bonds.  The portfolio is managed by Oaktree
Capital Management (UK) LLP.  The reinvestment period is
scheduled to end in July 2018.

The transaction documents may be amended subject to rating agency
confirmation or noteholder approval.  Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings.  Such amendments may
delay the repayment of the notes as long as Fitch's analysis
confirms the expected repayment of principal at the legal final
maturity.

If in the agency's opinion the amendment is risk-neutral from a
rating perspective Fitch may decline to comment.  Noteholders
should be aware that confirmation is considered to be given if
Fitch declines to comment.

RATING SENSITIVITIES

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


GREENSTAR: D&E Earns Over EUR1.4MM for Overseeing Receivership
----------------------------------------------------------------
Irish Examiner reports that Deloitte & Touche earned over EUR1.4
million for overseeing the receivership of waste firm Greenstar.

In March, Cerberus Capital Management announced the completion of
the acquisition of Greenstar -- 19 months after the firm entered
receivership, according to Irish Examiner.

Documents lodged with the Companies Office show that for the
first 18 months of the receivership, receiver and manager, David
Carson of Deloitte & Touche received EUR1.4 million in fees and
expenses from the work he and his team at Deloitte carried out,
the report notes.

The report discloses that the receiver extracts show that an
additional EUR520,317 was paid out in professional fees to
persons unknown over the 18 months.  Mr. Carson received
EUR454,673 in fees and expenses from Aug. 23 last to Feb. 22, the
report relates.

This followed Mr. Carson receiving EUR350,000 for the first six
months of the receivership from Aug. 23, 2012, to Feb. 22, 2013,
and an additional EUR614,606 in fees for the period Feb. 23,
2013, to Aug. 22, 2013, the report notes.

The report says that during the most recent six-month period, Mr.
Carson oversaw income of EUR52.7 million in trade receipts at
Greenstar and also secured EUR68,742 in trade debtor
realizations.  Trade payments during the period totaled EUR50.4
million, the report notes.

This followed the business, during the first 12-month period,
generating income of EUR99 million in trade receipts at Greenstar
and making trade payments totaling EUR109 million, the report
relates.  During the 12 months, the firm also recorded EUR16.8
million in debtor realizations, the report discloses.



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EUROHOME MORTGAGES: Fitch Affirms 'Csf' Ratings on 4 Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed six tranches of Eurohome Mortgages, a
pan-European RMBS transaction comprising assets originated by
Deutsche Bank (DB, rated A+/Negative/F1+) through its Italian
platform, DB Mutui S.p.A. (66.1% of the pool) and German platform
(33.1%).  The rating actions are as follows:

  Class A (ISIN XS0309227279): affirmed at 'CCCsf'; Recovery
  Estimate 95%

  Class B (ISIN XS0309230497): affirmed at 'CCsf'; Recovery
  Estimate 0%

  Class C (ISIN XS0309232196): affirmed at 'Csf'; Recovery
  Estimate 0%

  Class D (ISIN XS0309232600): affirmed at 'Csf'; Recovery
  Estimate 0%

  Class E (ISIN XS0309233244): affirmed at 'Csf'; Recovery
  Estimate 0%

  Class X (ISIN XS0309234309): affirmed at 'Csf'; Recovery
  Estimate 0%

KEY RATING DRIVERS

Weak Asset Performance

The performance of the underlying assets in the two portfolios
remains weak.  Loans in arrears by more than three months in the
Italian portion of the portfolio reached a new peak of 34.3% (of
the Italian collateral) in March 2014, while the portion of
borrowers with three or more missed installments in the German
pool stood at 13.1%.

Defaults in Italian Pool High

Defaulted loans in the Italian pool (defined as loans in arrears
by more than 12 months) showed no signs of stabilization.  As of
end-March 2014, 24% of the original Italian portfolio balance had
been recognized as defaulted, while recoveries on these assets
remain limited.

Limited Recoveries in Italian Pool

Given the high volume of defaults seen to date, recoveries on
defaulted loans in the Italian portfolio remain a crucial factor
for future note redemption.  From the most recent loan-by-loan
level data supplied by the servicer, the originator had managed
to collect EUR4.7 million worth of recoveries on outstanding
defaulted loans of EUR45 million (i.e. approximately 10% recovery
rate).

Data on loss severities on sold properties from the Italian
portion of the portfolio remains limited.  Information received
from DB suggests that only 10 properties have been sold, of which
three had been sold at a loss (weighted average loss severity
29.2%).

Pipeline of German Pool Losses

While the portion of German loans that have been identified as
terminated (more than 120 days past due) has shown some signs of
stabilization in recent months (12.2% of the current German
portfolio compared with 12.4% a year ago), loan-by-loan level
information received suggests that there is a pipeline of a
further EUR10.8 million (15% of the current German pool) that
have come due and are yet to be classified as terminated.

In addition, data received from the servicer suggests that EUR8.5
million worth of loans have had their underlying collateral sold
and are no longer backed by any security.  No losses have been
realised against these loans as yet, as the servicer continues to
pursue all possible channels of recoveries; however, as the
timing and amount of these recoveries remain uncertain, in its
analysis of the transaction, Fitch has assumed zero recovery for
this portion of the portfolio.

As of end-March 2014, realised losses for the German portion of
the portfolio stood at only EUR200,500.  However, Fitch expects
further losses to come through in the upcoming payment dates.

Increasing Principal Deficiency Ledger (PDL)

The poor performance of the underlying assets has meant that the
reserve fund, which was fully utilized in February 2009, remains
at EUR0.  The PDL has reached as far as 57.2% of the class B
notes.  Given the current pace of defaults and loss recognition
in the two portfolios, Fitch expects the class A PDL to be
reached in 18 months' time, at which point the class B note
interest will no longer be paid, as is already the case for the
class C to X notes.

Ratings Address Likelihood of Default

The overall position of the transaction has deteriorated in the
past 12 months and Fitch believes that the current ratings
appropriately address the likelihood of default of the notes.
With a further build-up in PDL likely and limited recoveries, the
agency believes that the probability of default on the class A
notes remains possible, as reflected in the 'CCCsf' rating of the
notes.  Similarly, the limited expectations on recoveries on
defaulted assets across both portfolios has led the agency to
conclude that the default on the class B remains probable and
imminent for the rest of the structure, as reflected in the
respective 'CCsf' and 'Csf' rating of the notes.

RATING SENSITIVITIES

Given the low rating levels of the notes, further negative rating
actions may be triggered by a default on the notes.

Recoveries on defaulted assets beyond Fitch's assumptions that
result in the reversal of the PDL and replenishment of the
reserve fund may lead to positive rating actions on the notes.



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


TSESNABANK: S&P Revises Counterparty Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it had revised its
longterm counterparty credit rating on Kazakhstan-based
Tsesnabank to 'B+' from 'B' and affirmed its 'B' short-term
counterparty credit rating on the bank.  The outlook is stable.

At the same time, S&P raised its Kazakhstan national scale rating
on Tsesnabank to 'kzBBB' from 'kzBBB-'.

The upgrade reflects S&P's view that the systemic importance of
Tsesnabank to the Kazakhstan banking system has significantly
increased over the past four years.  S&P therefore now classifies
the bank as being of "moderate" systemic importance in
Kazakhstan, rather than "low."  As a result, the counterparty
credit rating on Tsesnabank now benefits from one notch of uplift
for possible systemic support from the Kazakh government, which
S&P classifies as "supportive."  The bank's stand-alone credit
profile (SACP) remains unchanged at 'b'.

Tsesnabank has advanced its market position to No. 5 among
Kazakhstan's 38 commercial banks by assets, with a market share
of 7% on May 1, 2014.  It is currently the third-largest domestic
bank by corporate deposits (with clients including many flagship
state-owned companies) and the seventh-largest by retail
deposits.

The bank's increased importance in the Kazakh banking sector is
also reflected in its active participation in the government's
development programs for the Kazakh economy, such as the Business
Road Map 2020, the Damu Fund's programs for financing small and
midsize enterprises (SMEs), and Agrobusiness 2020.  Currently,
Tsesnabank is one of the top three banks in these programs by
loan volume.

Of the largest 10 banks in Kazakhstan, Tsesnabank is the only one
to have its headquarters in the capital, Astana.  In S&P's
opinion, this has supported the bank's visibility in the Kazakh
banking system.  Tsesnabank had a 19% market share in term retail
deposits in Astana as of year-end 2013.  Astana's growth rates
have been the highest in the country, with an increasing number
of large Kazakh companies moving there from the city of Almaty.

In S&P's view, this increasing systemic importance means that
failure of Tsesnabank would be likely to have a material, but
manageable, adverse impact on Kazakhstan's financial system and
the real economy.  In particular, a default on its senior
unsecured obligations could weaken the financial system and limit
the supply of credit to the private sector.

The stable outlook on Tsesnabank reflects S&P's expectation that
the bank's creditworthiness will remain stable in the next 12
months.  Notably, S&P expects that Tsesnabank's asset quality
will not worsen materially and its liquidity will likely stay at
current levels.  S&P also expects that shareholders will continue
their track record of making regular capital injections to
compensate for loan growth that is rising proportionately faster
than the bank's retained earnings.



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


CARROS FINANCE: Moody's Lowers First Lien Debt Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service lowered Carros Finance Luxembourg
S.a.r.l, a parent holding company that indirectly owns Custom
Sensors and Technologies, Inc. (CST)'s first lien debt to B2 from
B1 following the announced change to the company's proposed debt
financing structure. The proposed US$120 million second lien term
loan will not be issued, and the first lien term loan will be
upsized by US$120 million to US$590 million (from the planned
US$470 million issuance). The one notch change in the first lien
facility rating to B2 from B1 reflects that the first lien debt
will not benefit from a meaningful amount of junior debt in the
capital structure. Concurrent with this change in the proposed
capital structure, Moody's is affirming the B2 CFR and B2-PD PDR.
The financing, along with over US$300 million in equity, will
help fund the majority purchase of Custom Sensors & Technologies
by Carlyle and PAI Partners with Schneider Electric maintaining a
29% stake. The rating outlook is stable. The rating on the
proposed second lien debt will be withdrawn.

Ratings Rationale

Carros Finance Luxembourg S.a.r.l's B2 CFR reflects high initial
leverage with debt to EBITDA estimated to be over 5 times for
2014, low single digit revenue growth and limited margin
expansion possibilities. Moreover, the company is highly cyclical
as evidenced by the meaningful volatility during the last
downturn. These negative factors are balanced against good free
cash flow anticipated to be in the mid single digits.
Additionally, end market diversity is believed to be extensive
with the company's sensors used across multiple end markets
including aerospace and defense, transportation, and general
manufacturing. The company's ratings also benefit from relatively
diversified geographical distribution with over half of its
revenues in North America.

Issuer: Carros Finance Luxembourg S.a.r.l

The following ratings have been downgraded:

  US$75 million senior secured revolving credit facility due in
  2019 rating downgraded to B2 (LGD3, 46%) from B1 (LGD3, 37%)

  US$590 million senior secured first lien term loan (upsized
  from $470) due in 2021 rating downgraded to B2 (LGD3, 46%) from
  B1 (LGD3, 37%)

The following ratings have been affirmed:

  Corporate family rating at B2

  Probability of default rating at B2-PD

The following rating has been withdrawn:
The proposed US$120 million senior secured second lien term loan
due 2022 rated Caa1 (LGD5, 84%)

The rating outlook is stable.

The B2 rating on the company's first lien facility, equivalent
with the CFR, reflects its first lien priority of claim on the
company's domestic assets and the benefits of a stock pledge for
the international business that are a party to the credit
agreement. However, the rating on the first lien reflects the
lack of meaningful junior debt in the capital structure. The
rated debt instruments will be co-issued by Carros Finance
Luxembourg S.a.r.l and Carros US LLC. There is a US$25 million
vendor note (not rated) that has equity like characteristics and
would likely experience significant losses in the event of
default.

Although Moody's has not assigned a speculative grade liquidity
rating, Moody's note that liquidity is anticipated to be adequate
due to the US$75 million revolver that is expected to be unused
at close, and positive cash flow generation. Liquidity also
benefits from meaningful foreign assets that are not guaranteeing
the facilities and that could be sold to aid in the generation of
alternative forms of liquidity. The company's covenants include
financial covenants that provide lenders with some protection in
the event of a meaningful deterioration in the company's
performance.

Although a ratings upgrade is not expected over the intermediate
term, positive ratings traction, including a positive outlook
could be supported by debt to EBITDA below 4.0x, sustained free
cash flow to debt above 8%, and if EBITA to interest expense is
above 3.5x.

The rating or outlook could come under pressure if debt to EBITDA
increased to over 5.5x and was anticipated to deteriorate
further. The rating could also come under pressure if EBITA to
interest fell below 2x, or if the company exhibited sustained
negative free cash flow. The rating could also come under
pressure if liquidity weakened materially.

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

Carros Finance Luxembourg S.a.r.l is an indirect owner of Custom
Sensors & Technologies ("CST") is a leading manufacturing
provider of customizable, sensing and control components for
'mission-critical' systems in the most demanding markets. Created
as a separate business unit in May 2006, CST was a 100% owned
subsidiary of Schneider Electric ("Schneider") who will now own
29% post the sale to Carlyle and PAI. Annual revenues are
anticipated to be over US$600 million for 2014. The company does
business as Custom Sensors & Technologies and is headquartered in
Moorpark, California.


GEO TRAVEL: S&P Raises CCR to 'B+' on IPO; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term corporate credit rating on leading European online travel
agent Geo Travel Finance SCA Luxembourg (eDreams Odigeo) by one
notch to 'B+' from 'B'.  At the same time, S&P removed the rating
from CreditWatch with positive implications, where it placed it
on March 20, 2014.

In addition, S&P raised by one notch our issue rating on the
EUR130 million super senior revolving credit facility (RCF) to
'BB-', its issue rating on the EUR325 million senior secured
notes to 'B+', and its issue rating on the EUR175 million senior
unsecured notes to 'B-'.  The recovery ratings on the RCF, senior
secured notes, and senior unsecured notes remain unchanged at
'2', '3' and '6'.

The upgrade follows eDreams Odigeo's successful IPO and
subsequent debt reduction.  The company used its primary gross
proceeds from the IPO to repay EUR46 million of its 10.375% 2019
senior unsecured notes at a redemption price of 107.781%.  S&P
understands that the company is looking to convert its
shareholder loans into equity, but that has yet to happen.

S&P continues to assess eDreams Odigeo's business risk profile as
"fair" on the back of its leading position and brand recognition
in the European online travel services sector, with positive
structural growth prospects over the next few years, and a fairly
flexible cost structure.  That said, S&P also considers that the
industry is highly competitive, with potential for new entrants
and exposure to the cyclical and volatile airline travel market,
which it expects to hinder profitability in the coming quarters.

The rating also takes into account the company's "highly
leveraged" financial risk profile, as S&P's criteria define the
term, reflecting its expectation of adjusted debt to EBITDA of
about 5.5x for the year ending March 31, 2015, including the
convertible shareholder loans.  Although S&P understands that
eDreams Odigeo's private equity sponsors, Permira and Ardian,
reduced their equity holdings to 30.6% and 18.9%, their combined
holding is still higher than S&P's stipulated 40% threshold and
it therefore continue to apply its financial sponsor criteria.

The stable outlook reflects S&P's view that eDreams Odigeo will
adhere to a moderate and predictable financial policy and that
revenues and profitability will continue to grow, enabling it to
at least sustain the recent enhancement in financial metrics.

S&P could lower the ratings if large acquisitions or unexpected
operating setbacks caused earnings to decline to the extent that
adjusted EBITDA interest coverage fell sustainably below 2.5x.
S&P could also lower the ratings if adjusted debt to EBITDA were
to increase sustainably above 6.0x.

S&P could raise the ratings if eDreams Odigeo's credit metrics
improved further, with debt to EBITDA of sustainably less than
5.0x and free operating cash flows (FOCF) to debt sustainably
above 5%.  That said, any further rating upside depends on a
clear commitment by the company to a moderate financial policy
commensurate with an aggressive financial risk profile and would
also be contingent on the financial sponsor ownership at that
time.



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


GARDA CLO: S&P Lowers Rating on Class D Notes to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Garda CLO B.V.

Specifically, S&P has:

   -- raised its ratings on the class B and C notes;
   -- lowered its rating on the class D notes; and
   -- affirmed its ratings on the class A, E, and F notes.

The rating actions follow S&P's analysis of the transaction using
data from the trustee report dated April 30, 2014, and the
application of its relevant criteria.

Since S&P's April 4, 2012 review, the class A notes have
amortized to 75% of their initial size.  Since the end of the
reinvestment period, the class E notes benefit from priority
redemption with interest proceeds if their par value test is
failing.  As a result, the class E notes have amortized to 57% of
their initial size.  While the par coverage ratios of the class
A, B, C, and E notes have increased since S&P's April 2012
review, the par coverage ratio for the class D notes has remained
stable at 109%, according to the trustee report.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents our estimate of the maximum level of
gross defaults, under on our stress assumptions, that a tranche
can withstand and still fully pay interest and principal to the
noteholders.  We used an aggregate collateral balance of
EUR273.69 million, a weighted-average spread of 3.63%, and
weighted-average recovery rates calculated in line with our 2009
corporate collateralized debt obligation (CDO) criteria.  We
applied various cash flow stresses using our standard default
patterns, combined with different interest stress scenarios as
outlined in our criteria," S&P said.

JPMorgan Chase Bank N.A. (A+/Stable/A-1) and Morgan Stanley & Co.
International PLC (A/Negative/A-1) act as perfect asset swap
counterparties for an aggregate of EUR38.81 million of non-euro-
denominated assets.  S&P has reviewed their documented downgrade
provisions, and they do not comply with its current counterparty
criteria.  Therefore, in scenarios above 'A+', S&P assumed
nonperformance of the counterparties.

Of the transaction's collateral, 7% is exposed to country risk
through Spain (BBB/Stable/A-2), and 6% through Italy
(BBB/Negative/A-2; unsolicited).  Under S&P's nonsovereign
ratings criteria, it limits the credit given to assets in
countries with a sovereign rating of more than six notches below
the liabilities' rating, to 10% of the total collateral.
Therefore, S&P applied a EUR7.41 million haircut (discount) to
the collateral in its 'AAA' and 'AA+' cash flow scenarios.

S&P's analysis shows that the available credit enhancement for
the class B and C notes is commensurate with higher ratings than
previously assigned.  S&P has therefore raised to 'A+ (sf)' from
'A (sf)' and to 'BBB+ (sf)' from 'BBB- (sf)' its ratings on the
class B and C notes, respectively.

S&P's analysis also indicates that the available credit
enhancement for the class A, E, and F notes is commensurate with
their currently assigned ratings.  S&P has therefore affirmed its
'AA (sf)', 'B (sf)', and 'CCC (sf)' ratings on the class A, E,
and F notes, respectively.

The application of the largest obligor default test constrains
S&P's rating on the class D notes.  This test measures the effect
of several of the largest obligors defaulting simultaneously.
S&P introduced this supplemental stress test in its 2009 criteria
update for corporate CDOs.  S&P has therefore lowered to 'BB-
(sf)' from 'BB(sf)' its rating on the class D notes.

Garda CLO is a cash flow collateralized loan obligation (CLO)
transaction that 3i Debt Management Investments Ltd. manages.  It
is backed by a portfolio of loans to primarily speculative-grade
corporate firms.  The transaction closed in February 2007 and its
reinvestment period ended in April 2013.

RATINGS LIST

Garda CLO B.V.
EUR358 mil senior and deferrable interest floating-rate notes
                               Rating           Rating
Class        Identifier        To               From
A            61750XAA9         AA (sf)          AA (sf)
B            61750XAB7         A+ (sf)          A (sf)
C            61750XAC5         BBB+ (sf)        BBB- (sf)
D            61750XAD3         BB- (sf)         BB (sf)
E            61750XAE1         B (sf)           B (sf)
F            61750XAF8         CCC (sf)         CCC (sf)


HEMA: Goes Into Receivership
----------------------------
Retail Detail report that HEMA has been placed in receivership,
with its British owner Lion Capital and the banks that had lent
it money as its curators.

                        More Than One Cause

The report notes that owner Lion Capital has apparently taken
control of 'its' HEMA, according to Financieele Dagblad. An
insider has stated that an army of bank employees and Lion staff
are running things at the main office.

Every interviewee points out that there are many reasons as to
why HEMA is in trouble, but one of the main issues is how the
company is run, the report discloses.  Both Lion Capital, the
board of directors and its Chief Executive Officer Ronald van
Zetten have received their part of flak for their part in the
"ruin" of the retail branch's Dutch icon, the report relates.

                   Operating Profit is Problematic

Allegedly, Van Zetten works on his own and refuses to listen to
criticism anymore, the report relates.  "Ronald only listens to
Ronald", is one of the comments.  The CEO believes the criticism
is not founded and he refutes the claims that "all decisions are
being taken by one person, without any communication," the report
relates.

The group announced a EUR16.4 million net loss in May, while it
had managed a EUR5.8 million profit the year before, the report
notes.  One of the lenders' demands was that its operational
profit did not drop below 120 million euro, while the retailer
only managed EUR119 million in May, the report adds.


NIBC BANK: Fitch Affirms 'B+' Rating on Hybrid Tier 1 Securities
----------------------------------------------------------------
Fitch Ratings has affirmed the Netherlands-based NIBC Bank NV's
(NIBC) Long-term Issuer Default Rating (IDR) at 'BBB-', Short-
term IDR at 'F3', and Viability Rating (VR) at 'bbb-'.  The
Outlook on the Long-term IDR is Stable.

KEY RATING DRIVERS - IDRS, VR AND SENIOR DEBT

The IDRs and VR reflect NIBC's niche banking business model,
making its performance vulnerable to economic cycles.  The
ratings also reflect NIBC's current weak profitability, which
leaves a limited buffer to absorb unexpected shocks, although the
risk is partly mitigated by the bank's strong capitalization.

NIBC's niche franchise, which focuses on lending and other asset
financing products mainly in the Netherlands and increasingly in
Germany, results in revenue and asset concentrations.  NIBC's
company profile has a high influence on its ratings, particularly
in view of its large exposures to cyclical sectors such as
shipping and commercial real estate.  The bank, however,
continues to reduce concentrations in its loan book and diversify
its geographical reach, which in the long-term may decrease the
relative influence of NIBC's company profile on its VR.

Slow economic growth, low transaction volumes, and low interest
rates continue to weigh on NIBC's net interest income-driven
profitability.  Profitability has also been affected by elevated
loan impairment charges in recent years.  Benefits expected from
NIBC's German acquisition will partly be offset by continued low
interest rates.  Nevertheless Fitch expects the Dutch housing
market and corporate sector to stabilize in 2014 and 2015, which
should help the bank's earnings.  Repaying expensive state-
guaranteed funding in 2014 and a reduction in low- yielding
assets should further aid profit generation.

NIBC's capitalization is strong and compares well with that of
domestic and international peers.  Its low profitability
generates weak internal capital generation but solid leverage and
high risk- weighted capital ratios provide an adequate buffer
against moderate shocks, which is important given the bank's
exposure to certain cyclical industries.  NIBC has largely been
able to manage the quality of its loan portfolio through the
downturn.

NIBC is reliant on wholesale markets for structural funding, but
deposit funding is growing in importance.  NIBC maintains a large
buffer of high quality liquid assets to mitigate refinancing
risks resulting from its funding structure.

RATING SENSITIVITIES - IDRS, VR AND SENIOR DEBT

NIBC's ratings are sensitive to an increase of risk appetite of
the bank or materially lower liquidity or capitalization.  Its
low profitability means capital is the key risk buffer and
worsening asset quality or lower capitalization would therefore
likely be rating-negative.

The bank's niche profile limits the rating's upside and any
positive rating action would be contingent on a sustained
improvement in profitability, strengthening its ability to absorb
unexpected shocks.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

NIBC's Support Rating of '5' and Support Rating Floor of 'No
Floor' reflect the agency's view that while support from the
Dutch authorities is possible, it cannot be relied upon.  This
primarily reflects NIBC's small franchise in the Dutch market.

Similarly, while there is a possibility that its owner, a
consortium led by the private equity firm JC Flowers & Co, may
support NIBC in case of need, Fitch is unable to adequately
assess the owner's capacity to support and as a result potential
support from its ultimate shareholders is not factored into
NIBC's Support Rating nor Support Rating Floor.

Fitch currently does not envisage any upward pressure on NIBC's
Support Rating or Support Rating Floor.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by NIBC are all
notched down from the bank's VR.  Therefore, their respective
ratings have been affirmed, alongside the VR, and are sensitive
to any change in the VR.

The ratings are in accordance with Fitch's criteria 'Assessing
and Rating Bank Subordinated and Hybrid Securities Criteria',
reflecting each instrument's respective non-performance and
relative loss severity risk profiles, which vary considerably.

Tier 2 securities are rated one notch below NIBC's VR to reflect
the incremental loss severity risk of these securities relative
to average recoveries.  Fitch does not apply additional notching
for non-performance risk as it believes it is not materially
different to that reflected by the VR.

Hybrid Tier 1 securities are rated four notches below NIBC's VR
to reflect the higher loss severity risk of these securities
relative to average recoveries (two notches from the VR) and a
high risk of non-performance (an additional two notches).

KEY RATING DRIVER AND SENSITIVITIES - STATE-GUARANTEED DEBT

NIBC's state-guaranteed securities are rated 'AAA', reflecting
the Dutch sovereign guarantee and so are sensitive to any change
in the Netherlands' rating (AAA/Negative).

The rating actions are as follows:

Long-term IDR: affirmed at 'BBB-'; Outlook Stable
Short-term IDR: affirmed at 'F3'
Viability Rating: affirmed at 'bbb-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
State-guaranteed debt: affirmed at 'AAA'/'F1+'
Senior unsecured debt: affirmed at 'BBB-' /'F3'
Subordinated debt: affirmed at 'BB+'
Hybrid Tier 1 securities: affirmed at 'B+'



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


ATLAS BANK: Moody's Withdraws 'B2' Long-term Deposit Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn Atlas Bank AD Podgorica's
(Atlas Bank's) B2 long-term foreign- currency deposit rating, Not
Prime short-term deposit rating and E+ standalone bank financial
strength rating (BFSR), equivalent to a b3 baseline credit
assessment. At the time of the withdrawal the bank's long-term
rating and the BFSR carried a negative outlook.

Ratings Rationale

Moody's has withdrawn the rating for its own business reasons.

Headquartered in Podgorica, Montenegro, Atlas Bank had total
assets of EUR240 million as of end December 2013.



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


PORTUGAL TELECOM: Moody's Withdraws 'Ba2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba2 the long
term senior unsecured bond ratings, to (P)Baa3 from (P)Ba2 the
rating on the EMTN program of Portugal Telecom SGPS, S.A.
(Portugal Telecom) and its financing subsidiary Portugal Telecom
International Finance B.V. (PTIF). The outlook is negative.

"Portugal Telecom's upgrade to Baa3 reflects predominantly the
explicit guarantee that its bondholders now have as well as the
company's stronger global diversification and greater financial
strength all owing to its merger with Oi S.A.," says Carlos
Winzer, a Moody's Senior Vice President and lead analyst for
Portugal Telecom. In addition, the guarantee from Oi mitigates
Portugal Telecom's exposure to the domestic Portuguese
macroeconomic risks," adds Mr. Winzer.

The Ba2 corporate family rating (CFR) and the Ba2-PD probability
of default rating (PDR) of Portugal Telecom SGPS, S.A. have been
withdrawn. This completes the rating review process initiated on
October 3, 2013 in response to the company's announced merger
process with Oi S.A. (Baa3 negative).

Moody's also notes that Portugal Telecom's ratings are linked to
Oi's rating by virtue of the guarantee to bondholders. Oi's
rating remains weakly positioned and the company would have to
make significant progress on its restructuring plan, including an
improvement in financial ratios before Moody's stabilize the
ratings.

Ratings Rationale

The rating upgrade was prompted by the fact that after the merger
there is an unconditional and full guarantee from Oi towards
Portugal Telecom's bondholders. Therefore, Portugal Telecom
bondholders rank pari passu with the existing bondholders of Oi.

From a liquidity risk management perspective, Moody's continues
to monitor Portugal Telecom's refinancing plans beyond 2017. The
telecoms operator has no need to issue more debt in the near term
and will only do so to take advantage of opportunities that may
arise in the market. In Moody's view, internal sources and
availability under long-term committed lines of credit should
enable Portugal Telecom to cover its debt maturities of
approximately EUR1.3 billion over the next 18 months and other
expected cash demands over this period. As of March 2014,
Portugal Telecom's cash in Portugal amounted to EUR2.4 billion.
In addition, the company has EUR300 million of undrawn committed
commercial paper (out of EUR400 million, renewable every year)
and syndicated standby facilities of EUR800 million (EUR400
million undrawn).

Portugal Telecom's rating no longer reflects the business risk of
the company but rather the fact that there is a strong guarantee
from Oi in place.

Rationale For The Negative Outlook

The negative outlook is based on the negative outlook on Oi's
rating; Moody's believes that there is a strong link between the
ratings of the two companies based on the introduction of the
guarantee as well as the business and financial connections
resulting from the merger. Moody's stated that any rating action
on Oi would automatically affect Portugal Telecom's ratings by
virtue of the guarantee in place.

What Could Change The Rating -- Up/Down

A stabilization of Portugal Telecom and Oi's ratings would
require the combined group's leverage, as measured by total
debt/EBITDA, moving toward 3.5 times while evidencing that the
combined company's revenue growth and EBITDA margin improvement
are not derailed owing to competition or weaker-than-expected
operating performance in any of its markets. Conversely, Moody's
could downgrade Portugal Telecom and Oi's ratings following
overall negative revenue growth or a decline in the company's
market share and margins as a result of a stronger competitive
market, as well as owing to weaker-than-expected operating
performance in Portugal and/or Africa, post closing of the
transaction. Specifically, Oi's rating could come under downward
pressure if adjusted total debt/EBITDA goes above 4.2 times for
an extended period of time, or if the company's free cash flow
remains negative beyond the end of 2015.

Principal Methodology

The principal methodology used in these ratings was the Global
Telecommunications Industry published in December 2010.

Domiciled in Lisbon, Portugal Telecom is the leading
telecommunications operator in Portugal, servicing 2.5 million
fixed lines and 1.3 million ADSL retail connections. In addition,
the operator had approximately 7.9 million mobile phone customers
in Portugal as of March 2014. Furthermore, Portugal Telecom has
operations in other countries, including Brazil, Cape Verde, East
Timor, Angola, Sao Tome and Principe and Namibia. The company's
annual revenues amounted to EUR2.9 billion and reported EBITDA to
EUR1.2 billion for the 12-month period to March 2014.

Upgrades:

Issuer: Portugal Telecom International Finance B.V.

  Senior Unsecured Conv./Exch. Bond/Debenture Aug 28, 2014,
  Upgraded to Baa3 from Ba2

  Senior Unsecured Medium-Term Note Program, Upgraded to (P)Baa3
  from (P)Ba2

  Senior Unsecured Regular Bond/Debenture Jun 16, 2025, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture Nov 6, 2017, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture May 8, 2020, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture Feb 8, 2016, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture Apr 17, 2018, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture Jan 30, 2019, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture Nov 4, 2019, Upgraded
  to Baa3 from Ba2

  Senior Unsecured Regular Bond/Debenture Mar 24, 2017, Upgraded
  to Baa3 from Ba2

Issuer: Portugal Telecom, SGPS, S.A.

  Senior Unsecured Medium-Term Note Program, Upgraded to (P)Baa3
  from (P)Ba2

Issuer: Portugal Telecom International Finance B.V.

  Outlook, Changed To Negative From Rating Under Review

Issuer: Portugal Telecom, SGPS, S.A.

  Outlook, Changed To Negative From Rating Under Review

Withdrawals:

Issuer: Portugal Telecom International Finance B.V.

  Senior Unsecured Conv./Exch. Bond/Debenture Aug 28, 2014,
  Withdrawn , previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Jun 16, 2025,
  Withdrawn, previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Nov 6, 2017, Withdrawn,
  previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture May 8, 2020, Withdrawn,
  previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Feb 8, 2016, Withdrawn,
  previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Apr 17, 2018,
  Withdrawn, previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Jan 30, 2019,
  Withdrawn, previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Nov 4, 2019, Withdrawn,
  previously rated a range of LGD4, 50 %

  Senior Unsecured Regular Bond/Debenture Mar 24, 2017, Withdraw,
  previously rated a range of LGD4, 50 %

Issuer: Portugal Telecom, SGPS, S.A.

  Probability of Default Rating, Withdrawn , previously rated
  Ba2-PD

  Corporate Family Rating, Withdrawn , previously rated Ba2



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


GC FTPYME 5: Fitch Affirms 'CCCsf' Rating on Class C Notes
----------------------------------------------------------
Fitch Ratings has affirmed GC FTPYME Sabadell 5 FTA as follows:

  EUR69m class A3(G) notes affirmed at 'AA+sf'; Outlook Stable

  EUR40m class B notes affirmed at 'BBBsf'; Outlook revised to
  Stable from Negative

  EUR27m class C notes affirmed at 'CCCsf'; Recovery Estimate
  (RE) 65%

GC FTPYME Sabadell 5, FTA is a cash flow securitization of an
initial EUR1,250 million pool of loans granted by Banco de
Sabadell to small and medium-sized Spanish enterprises (SMEs).

KEY RATING DRIVERS

The revision of the Outlook on the class B notes reflects an
increase in credit enhancement (CE) to 25.1% from 17.8% over the
last 12 months and their comparatively high recovery levels.  The
class A2 notes were paid in full in January 2014 and the class
A3(G) notes have paid down to 83.5% of their original outstanding
balance.

Class A3(G) has been affirmed as it is already rated at its
highest achievable rating of 'AA+sf' for structured financed
transactions in Spain.  The transaction's ratings are capped at
six notches above Spain's ratings (BBB/Stable/F2).

The class C notes' rating reflects the notes' junior position
within the structure.  Their credit enhancement of 5.4% is
provided by a reserve fund.  The reserve fund has been partially
drawn since March 2009 and its current level is EUR7.3 million,
under a target amount of EUR13.8 million.

As of the latest investor report current defaults had risen to
EUR20.8 million from EUR20 million over the last 12 months.
Delinquencies of 90+ days increased to 3.6% of the outstanding
balance from 2.3% and delinquencies of 180+ days rose to 2% from
0.91%.

RATING SENSITIVITIES

Fitch has run two sensitivity scenarios.  In the first the
default probability (PD) was increased by 25% and in the second
the recovery rate was reduced by 25%.  The increase of the PD
resulted in a one-notch downgrade to the class B notes.  The
reduction in the recovery rates resulted in a one-notch downgrade
for the class A and B notes.


SOLOCAL GROUP: Moody's Raises CFR to 'B3'; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Solocal
Group S.A.'s, including the Corporate Family Rating (CFR) to B3
from Caa1, the Probability of Default Rating (PDR) to B3-PD from
Caa1-PD/LD and the rating of the EUR350 million senior secured
notes due 2018 issued by PagesJaunes Finance & Co. S.C.A to B3
from Caa1. The outlook on all ratings is negative.

The rating action concludes the review which was initiated on
February 17, 2014.

Ratings Rationale

The upgrade of Solocal's ratings follows the successful capital
increase and repayment of EUR400 million senior secured
facilities at par completed earlier this month leading to a
decline in the company's leverage and improvement in the
liquidity profile. Moody's adjusted gross debt to EBITDA ratio
declines to 3.8x from 4.7x LTM March 2014 pro forma for the debt
repayment (or to 2.7x from 3.7x based on management's net debt to
Gross Operating Margin (GOM)).

However, the negative outlook assigned reflects the degree of
uncertainty surrounding the success of the turnaround of the
business in 2015 against the backdrop of steady but progressive
decline in sales and profitability demonstrated by the company so
far. The negative outlook also considers the challenges the
company is facing in its internet business as a result of (1) the
significant volume of competing content available on the internet
from both large and specialized players; and (2) the need to
better monetize digital audience traffic.

As a result of raising EUR440 million through a share capital
increase, the company was able to repay EUR400 million debt at
par and reach an agreement with its bank lenders on certain
credit agreement clauses, such as (i) an extension to March 2018
of the remaining debt facilities maturing in September 2015, with
an option to further extend to 2020 (subject to the refinancing
of the EUR350 million senior secured notes) and (ii) a reset of
the financial covenant level and debt amortization schedule. The
share capital increase also allowed the company to diversify its
shareholder base, with now 72% free float.

However, Solocal's financial results during the first quarter of
2014 continued a downward trend, with internet sales showing for
the first time a decline quarter-on-quarter (at 0.9%). The
company's revenues declined by 5.4% quarter-on-quarter and
quarterly GOM declined to EUR86 million from EUR96 million last
year. However, internet traffic numbers in Q1 continued to be
positive, driven by mobile and partnerships, with visits for the
group up by 5.6%. Management attribute the Q1 decline to the
implementation of the major sales restructuring which occurred in
the period and which impacted sales performance. Sales
restructuring is part of the company's "Digital 2015"
transformation program. In 2015, Solocal plans to return to
revenue growth by achieving 75% of revenue coming from internet
activities (compared to approximately 63% in 2013). However
performance in 2014 will continue to be negative overall.
Although the company has already taken a number of steps towards
its strategy execution, Moody's believe that the full roll-out of
the new business plan carries meaningful execution risks.

Liquidity under the new capital structure is adequate, due to the
postponement of 2015 debt maturities, reduced scheduled debt
repayments and renegotiation of covenants. As of March 31, 2014,
liquidity consisted of EUR84 million cash on balance sheet and
EUR48 million availability under the EUR68 million revolving
credit facility (RCF). Moody's expect that the company will
remain cash flow positive in the absence of a rapid decline in
sales and profitability and continue to prepay debt facilities
via an excess cash flow sweep. Cash flow generation, however,
will continue to be constrained by the investments required for
the execution of the 2015 digitalization plan.

The outlook could be stabilized, if Solocal's revenue and EBITDA
lead to adjusted Gross debt/EBITDA falling sustainably and
materially below 4.0x and FCF/Debt increasing sustainably to at
least 10%, while maintaining a solid liquidity profile with no
covenant headroom pressure.

Downward pressure on the ratings could result from further
deterioration in operating performance, leading either to
adjusted Gross Debt/EBITDA moving above 4.5x or free cash flow
generation becoming negative. A weakened liquidity profile
including increased covenant pressure would also cause ratings
pressure.

The principal methodology used in these ratings was the Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Solocal is the leading provider of local media advertising and
local website and digital marketing services, with the majority
of its operations (approximately 97% of 2013 total revenue) in
France and the remainder of operations in Spain mainly. The
company reported approximately EUR1 billion revenues in the
twelve-month period ended December 31, 2013. Solocal is listed on
the Paris stock exchange.



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


BEREKET VARLIK: S&P Assigns Prelim. 'BB' Rating to US$500M Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to Bereket Varlik Kiralama A.S.'s proposed US$500 million
sukuk certificates.

Bereket Varlik Kiralama, an asset lease company in the form of a
joint-stock company incorporated in Turkey, plans to issue sukuk
("lease certificates," as defined in the transaction's draft
documentation) for a targeted amount of US$500 million, with a
fixed profit rate.  Bereket Varlik Kiralama will enter into a
Murabaha agreement for 49% of the issued amount and a Wakala
agreement for 51% of the issued amount with Albaraka Turk Katilim
Bankasi AS (Albaraka Turk), a subsidiary of Al Baraka Banking
Group B.S.C.

Under S&P's criteria, the lease certificates qualify as sukuk,
with full credit enhancement mechanisms provided by Albaraka
Turk. These mechanisms cover both the principal amount and the
periodic distribution amounts payable to sukuk holders.

The preliminary rating on the lease certificates reflects the
rating on Albaraka Turk (BB/Negative/B), owing to the full credit
enhancement mechanisms provided by Albaraka Turk on both the
principal and the periodic distribution amounts.

The principal amount is covered through Albaraka Turk's
obligations under the Murabaha agreement and the "purchase
undertaking" (key credit document) under the Wakala agreement.
These obligations include the payment of the Murabaha deferred
price (49% of the principal), and the exercise price of the
Wakala purchase undertaking around the scheduled maturity.  These
payments should be sufficient for the issuer's timely repayment
of the sukuk principal amount.

The periodic distribution amount is covered by the fixed profit
amount of the deferred payment price under the Murabaha
agreement. This amount will be paid by Albaraka Turk under the
Murabaha contract one business day before the payment of each
periodic distribution.  The amount to be paid will be set in the
final documentation, but, according to Albaraka Turk, it will
exactly match the periodic distribution amounts due to sukuk
holders.

All of Albaraka Turk's obligations under the Murabaha contract
and the purchase undertaking are unconditional and
unsubordinated, and will rank pari passu with Albaraka Turk's
other senior unsecured obligations.

Possible early dissolution events include a scenario where the
issuer defaults on paying the periodic distribution amount and
the default remains unresolved for 14 days.  Under such a
scenario, the sukuk can be redeemed at the request of at least
25% of the holders of the principal outstanding.  However, as
periodic distribution amounts will be funded through payments
from Albaraka Turk under the Murabaha agreement, this scenario
should occur only upon a default of Albaraka Turk.

S&P notes that the preliminary rating is based on draft
documentation.  Should final documentation differ substantially
from the draft version or should the fixed profit amount under
the Murabaha agreement not match the periodic distribution amount
to sukuk certificate holders, S&P would consider a rating action
on the sukuk certificates.  This report does not constitute a
recommendation to buy, hold, or sell the certificates.  Standard
& Poor's neither structures transactions nor provides opinions
with regard to compliance of the proposed transaction with
Sharia.



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


ALMONDVALE GROUP: Owner Blames Banks as Firm in Administration
--------------------------------------------------------------
Edinburg News reports that the son of former Hearts Chairman
Wallace Mercer has criticized the banks after his property
business was forced into administration.

Iain Mercer, managing director of the Almondvale Group, said the
business had been meeting its financial obligations and was
trading successfully "right up to the moment administration
became a reality," according to Edinburg News.

Mr. Mercer, the report notes, insisted the group would have
"continued to prosper" if it had received "the support and
necessary refinance we tirelessly sought to acquire from the
banking sector."


ASHTEAD GROUP: S&P Revises Outlook to Positive & Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
U.K.-based industrial equipment-hire group Ashtead Group PLC
(Ashtead) to positive from stable.

At the same time, S&P affirmed its 'BB' long-term corporate
credit rating, and the 'BB-' issue rating on the company's $900
million second-lien notes.  The recovery rating is '5', and
indicates S&P's expectation of modest (10%-30%) recovery of
principal in the event of default.

The outlook revision reflects Ashtead's strong performance in
fiscal year 2014 ended April 30, and S&P's expectation that the
company's credit metrics, which it currently considers strong for
the 'BB' rating, are not likely to weaken significantly in the
coming fiscal year.  At the end of fiscal 2014, the ratio of
Standard & Poor's-adjusted funds from operations (FFO) to debt
stood at close to 50% and adjusted debt to EBITDA at 1.8x.  S&P
would likely revise its assessment of the group's financial risk
profile from "significant" to "intermediate," and raise the
rating by one notch over the next 12 months if Ashtead generated
at least neutral free operating cash flow (FOCF) over the period.

Ashtead is currently benefiting from the strong equipment rental
market upturn in the U.S. and gradual recovery in the U.K., which
has resulted in double-digit revenue growth in both regions.  The
group is focusing mainly on organic growth, as is customary in
times of rising demand, although some bolt-on acquisitions were
completed in fiscal 2014 for a total amount of oe103 million.
Ashtead increased its 2014 net capital expenditure (capex) to
GBP642 million after netting GBP99 million from fleet disposal, a
significant increase from 2013's GBP477 million.  The group's
FOCF generation was therefore negative in fiscal 2014, and its
Standard & Poor's-adjusted debt increased to GBP1.28 billion at
the end of April from GBP1.15 billion a year earlier.  At the
same time, reported EBITDA surged 32% over the same period to
GBP685 million, supporting the improvement in credit metrics.

The positive outlook reflects the possibility of a one-notch
upgrade over the next 12 months.  S&P might revise its assessment
of the group's financial risk profile from "significant" to
"intermediate" if it generated at least neutral FOCF in the
course of fiscal 2015.  This would require balancing the growth
potential with disciplined investments, in S&P's view.  For a
higher rating, S&P's would also expect the company to sustain
adjusted its FFO-to-debt ratio above 40%.

S&P might revise the outlook to stable if favorable market
conditions in the U.S. were not sustained over the next couple of
years, contrary to S&P's base case expectations, and if that
resulted in an adjusted FFO-to-debt ratio below 40%.  Also, if
the company continued to expand its capex spending, leading to
negative FOCF generation, or made significant debt-funded
acquisitions, S&P would likely revise the outlook to stable.


COMET: Former Employees Set For Payout
--------------------------------------
itv.com reports that thousands of former Comet workers are in
line for a share of a multimillion-pound payout after an
employment tribunal ruling relating to the failure to consult
them over their redundancies.

The collapse of the Hull-based retailer led to 6,889 people being
made redundant, the report notes.

According to itv.com, the Needle Partnership, which represented
275 of the more than 2,000 ex-workers involved in the case, said
that the tribunal in Leeds had revealed "a number of concerning
details" about the background to the administration.

The Insolvency Service has launched a fact-finding inquiry into
the collapse, itv.com says.

itv.com notes that the tribunal ruling will see GBP10 million
paid out of taxpayer funds, with former members of staff entitled
to a maximum of eight weeks' pay worth up to GBP450 a month.

The collapse of the firm, founded in Hull in 1933, was one of the
biggest high street failures since the demise of Woolworths in
2008.

Headquartered in Rickmansworth, Comet was an electrical retailer.
Comet operated out of 236 stores across the UK, and employed
6,611 people -- a full time equivalent workforce of 4,682
employees.

Neville Kahn, Nick Edwards and Chris Farrington of Deloitte were
appointed Joint Administrators to Comet on Nov. 2, 2012.

Comet is now in liquidation but the brand is still held by
administrators Deloitte, according to The Telegraph.


COVENTRY BUILDING: Fitch Rates Convertible Securities 'BB+(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Coventry Building Society's
(A/Stable/F1/a) upcoming issue of perpetual subordinated
contingent convertible securities an expected rating of
'BB+(EXP)'.

The assignment of the final rating is contingent on receipt of
final documentation confirming to information already received.

KEY RATING DRIVERS

The notes are additional Tier 1 (AT1) instruments with fully
discretionary interest payments and are subject to conversion
into core capital deferred shares (CCDS) on breach of a 7% CRD IV
common equity Tier 1 (CET1) ratio.  Although Coventry does not
yet have any CCDS in issuance, it has received members' approval
to issue these at any time.

The securities are notched five levels below Coventry's 'a'
Viability Rating (VR), in accordance with Fitch's criteria for
"Assessing and Rating Bank Subordinated and Hybrid Securities".
The notes are notched twice for loss severity to reflect the
conversion into CCDS on breach of the trigger, and three times
for non-performance risk.

The notching for non-performance risk reflects the instruments'
fully discretionary interest payment, which Fitch considers the
most easily activated form of loss absorption.  The issuer will
not make an interest payment if it has insufficient distributable
items or if it is insolvent.  The issuer will also be subject to
restrictions on interest payments if it fails to meet the
combined buffer capital requirements that will be gradually
phased in from 2016.

Coventry's fully loaded Basel III CET1 consolidated ratio on 1
January 2014 was 22.7%.  This provides it with a buffer of around
GBP590 million for the 7% CET1 ratio trigger.  However, as non-
performance in the form of non-payment of interest could be
triggered before reaching the 7% CET1 ratio trigger, this buffer
could be reduced considerably.

Fitch expects Coventry's capital ratios to strengthen further
given its sound internal capital generation, increasing the
headroom it will have over its regulatory minimum requirements.
Fitch has assigned 100% equity credit to the securities.  This
reflects their full coupon flexibility, the ability to be
converted into CCDS before the society becomes non-viable, their
permanent nature and their subordination to all senior creditors.

RATING SENSITIVITIES

As the securities are notched down from Coventry's VR, their
rating is mostly sensitive to any change in this rating.  The
securities' ratings are also sensitive to any change in their
notching, which could arise if Fitch changes its assessment of
the probability of their non-performance relative to the risk
captured in Coventry's VR.  This could reflect a change in
capital management or flexibility or an unexpected shift in
regulatory buffers, for example.


HEART OF ENGLAND: Enters Voluntary Liquidation
----------------------------------------------
Shopshirelive.com reports that Hearts of England fine foods took
steps to go into voluntary liquidation.

HEFF said that its board of directors had no other choice but to
take the decision after a number of factors affected trading,
according to Shopshirelive.com.

The report relates that the termination (at three years) of a
Six-year contract HEFF had with Shropshire Council for the
management of the Shropshire Food Enterprise Centre; was one of
the reason the company gave for entering voluntary liquidation.

Directors also blamed slow trading across other areas of the
business and funding, initially allocated in January 2014, from
UKTI to support HEFF's international work not materializing, the
report notes.  A move to Shrewsbury College of Arts and
Technology in March this year provided HEFF with a medium to long
term life line, but in the short term the business is not
generating sufficient income to replace lost funding, the report
discloses.

The report relates that over the course of the last few months
its Board of Directors said they had worked with the executive
team to explore all potential options to enable HEFF to remain
open for business but despite their valiant efforts, they were
unable to secure any additional sources of income from either the
public or private sector.  While the company still has healthy
reserves, it continues to trade at a loss and it is not expected
to be able to trade out of the current financial difficulties in
the short term, the report says.

The report notes that the closure of HEFF will have significant
repercussions for business across eight of the English counties.
Whilst the immediate job losses at HEFF will be 15 the knock on
effect is likely to see 100's of jobs within small businesses put
at risk, the report dicloses.

A meeting for shareholders will be convened by Rimes and Co on
July 9 at Stone Manor Hotel Kidderminster.  A meeting for
creditors will follow the shareholders meeting with the purpose
of confirming the appointment of a Liquidator.

HEFF was established with Government funding to support start up
businesses and SME's within the food industry in 1998.


LAKELAND FASHION: Beverly Store Under Threat Amid Administration
----------------------------------------------------------------
Hull Daily Mail reports that the Lakeland fashion store located
in the heart of Beverley is facing closure after its owner went
into administration.

Stores in Kendal, Spalding, Gloucester and Antrim are to be
closed immediately, according to Hull Daily Mail.

The report notes that the Lakeland store in Beverley's Saturday
market is on a list of 18 outlets, which will stay open as the
administrators work with management to save the business.  Eight
jobs in Beverley are at risk, the report discloses.

A statement released from Lakeland Leather said the retailer has
suffered from "high fixed costs and a weight of unprofitable
stores due to expensive lease costs," the report says.

Closing down sales have started across the entire estate in order
to liquidate stocks to settle creditor claims, the report notes.

It is hoped that heavy discounting across all leather goods and
summer fashion lines will help keep the stores trading until the
business is rescued, the report relates.

The news is another blow to Beverley, coming a month after
menswear Burton issued a statement announcing it will not be
renewing the lease on its premises in Toll Gavel, the report
notes.

The Lakeland store located in Butcher Row, Beverley, is a
different company and is not part of the closures, the report
relays.

Stores under threat:

-- Ambleside
-- Keswick
-- Bowness on Windermere
-- Kendal
-- Morpeth
-- Carlisle
-- Gretna
-- Chester
-- Manchester
-- Cheshire Oaks
-- Southport
-- Beverley
-- York
-- Northallerton
-- Castleford
-- Street
-- Bridgend
-- Swindon

Stores closed immediately

-- K-Village Kendal
-- Spalding
-- Gloucester
-- Antrim


LEHMAN BROTHERS: July 31 Proofs of Debt Deadline Set
----------------------------------------------------
D.A. Howell, A.V. Lomas, S.A. Pearson, G.E. Bruce and J.G. Parr,
the Joint Administrators of Lehman Brothers Holdings plc,
notified parties-in-interest that they intend to make a
distribution (by way of paying an interim dividend) to the
preferential creditors (if any) and to the unsecured, non-
preferential creditors of LBH.

Proofs of debt may be lodged at any point up to (and including)
July 31, 2014, the last date for proving claims, however,
creditors are requested to lodge their proofs of debt at the
earliest possible opportunity.

Persons so proving are required, if so requested, to provide such
further details or produce such documents or other evidence as
may appear to the Joint Administrators to be necessary.

The Joint Administrators will not be obliged to deal with proofs
lodged after the last date for proving but they may do so if they
think fit.

The Joint Administrators intend to make such distribution within
the period of two months from the last date for proving claims.

For further information, contact details, and proof of debt
forms, please visit http://is.gd/iVJdn6

Please complete and return a proof of debt debt form, together
with relevant supporting documents to PricewaterhouseCoopers LLP,
7 More London Riverside, London SE1 2RT marked for the attention
of Diane Adebowale.  Alternatively, you can email a completed
proof of debt form to LBHplc@lbia-eu.com

Rule 2.95(2)(c) of the Insolvency Rules 1986 requires the Joint
Administrators to state in this notice the value of the
prescribed part of LBH's net property which is required to be
made available for the satisfaction of LBH's unsecured debts
pursuant to section 176A of the Insolvency Act 1986.  There are
no floating charges over the assets of LBH and accordingly, there
shall be no prescribed part.  All of LBH's net property will be
available for the satisfaction of LBH's unsecured debts.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15,
2008 (Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition listed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of
the U.S. District Court for the Southern District of New York,
entered an order commencing liquidation of Lehman Brothers, Inc.,
pursuant to the provisions of the Securities Investor Protection
Act (Case No. 08-CIV-8119 (GEL)).  James W. Giddens has been
appointed as trustee for the SIPA liquidation of the business of
LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225
million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
September 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS UK: July 31 Proofs of Debt Deadline Set
-------------------------------------------------------
D.A. Howell, A.V. Lomas, S.A. Pearson, G.E. Bruce and J.G. Parr,
the Joint Administrators of Lehman Brothers UK Holdings Limited,
notified parties-in-interest that they intend to make a
distribution (by way of paying an interim dividend) to the
preferential creditors (if any) and to the unsecured, non-
preferential creditors of LBUKH.

Proofs of debt may be lodged at any point up to (and including)
July 31, 2014, the last date for proving claims, however,
creditors are requested to lodge their proofs of debt at the
earliest possible opportunity.

Persons so proving are required, if so requested, to provide such
further details or produce such documents or other evidence as
may appear to the Joint Administrators to be necessary.

The Joint Administrators will not be obliged to deal with proofs
lodged after the last date for proving but they may do so if they
think fit.

The Joint Administrators intend to make such distribution within
the period of two months from the last date for proving claims.

For further information, contact details, and proof of debt
forms, please visit http://is.gd/Tg3gx2

Please complete and return a proof of debt form, together with
relevant supporting documents to PricewaterhouseCoopers LLP, 7
More London Riverside, London SE1 2RT marked for the attention of
Diane Adebowale.  Alternatively, you can email a completed proof
of debt form to LBUKH@lbia-eu.com

Rule 2.95(2)(c) of the Insolvency Rules 1986 requires the Joint
Administrators to state in this notice the value of the
prescribed part of LBUKH's net property which is required to be
made available for the satisfaction of LBUKH's unsecured debts
pursuant to section 176A of the Insolvency Act 1986.  There are
no floating charges over the assets of LBUKH and accordingly,
there shall be no prescribed part.  All of LBUKH's net property
will be available for the satisfaction of LBUKH's unsecured
debts.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15,
2008 (Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition listed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of
the U.S. District Court for the Southern District of New York,
entered an order commencing liquidation of Lehman Brothers, Inc.,
pursuant to the provisions of the Securities Investor Protection
Act (Case No. 08-CIV-8119 (GEL)).  James W. Giddens has been
appointed as trustee for the SIPA liquidation of the business of
LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225
million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
September 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


NEWSTEAD BELMONT: More Clarity May be Emerging in Prospects
-----------------------------------------------------------
The Royal Gazette reports that more clarity may be emerging in
the prospects for the Newstead Belmont Hills Golf Resort & Spa,
after more than three years of receivership.

The Royal Gazette was unable to confirm that all or parts of the
resort will be brought out of receivership.

But it would appear that a new corporate body will control the
more than 84 acres of prime Warwick property comprising the
Belmont Hills hotel and golf course, separately from the Newstead
property, according to The Royal Gazette.

The Joint Receivers of Belmont Hills Property Limited have given
notice of an application to incorporate a limited liability
company, BHP Limited under The Companies Act 1981, the report
relates.

The report notes that attorneys for the applicant are Conyers,
Dill & Pearman.  A schedule lists the lots that make up the
Belmont properties.

There is no indication when a separate company will be
incorporated to own the remaining parts of the resort, mainly the
Newstead property, The Royal Gazette relates.

And while this may mean that the properties could be sold
separately, it at least raises hope that there may finally be
buyers on the horizon for properties which have been in
receivership since January 2011, The Royal Gazette discloses.

The joint receivers are Robin Lee McMahon, in the Cayman office
of Ernst & Young, and Robwyn Gill Tucker in Bermuda.

Newstead Belmont Hills Golf Resort went into receivership when
Butterfield Bank called in a multimillion dollar loan after 18
months of negotiations to restructure the financing of the
property, the report notes.

The bank would not comment on the new development. Calls to the
local office of Ernst & Young were unreturned.

The idea of the properties being sold in pieces was first floated
a year ago, through advertisements placed in The Royal Gazette
and the Wall Street Journal.

The report notes that the Newstead Belmont resort arose out of
two separately existing hotel properties and the Belmont golf
course. Some $70 million was poured into the project to create
the resort and spa, the report relates.


R&R ICE CREAM: Moody's Rates EUR255MM Sr. Secured Notes '(P)B2'
---------------------------------------------------------------
Moody's Investors Service has assigned a (P)B2 rating to the
EUR255 million Senior Secured Notes due 2020 to be issued by R&R
Ice Cream Plc. Concurrently, Moody's also upgraded R&R's
Probability of Default Rating to B1-PD, assigned a definitive B2
rating to the (P)B1 rated GBP315 million Senior Secured Notes and
affirmed the Caa1 rating of the EUR253 million senior PIK Toggle
notes due 2018 issued by R&R PIK plc. The rating outlook on all
ratings is negative.

Proceeds from the new notes, together with an equity contribution
from PAI Partners, will be used to finance the acquisition of
Peters Ice Cream from Pacific Equity Partners announced on
May 27.

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

The acquisition of Peters, a leading Australian ice-cream
manufacturer, with net sales of AUD260 million and Pro forma
EBITDA of AUD49.8 million LTM March 2014, is expected to increase
R&R's share of branded products, improve its geographic
diversification and establish a leading presence in the growing
Australian ice-cream market. Moody's notes that this marks a
change in strategy from the company's previous focus of growing
its operations in Europe. Moody's also notes that this
acquisition is more sizeable than R&R's more recent acquisitions.

The debt incurred due to the Peters acquisition is likely to
increase R&R's leverage from 4.3x (Moody's adjusted) at year-end
2013 to close to 7.0x at the end of 2014, partially offset by
full-year contribution of Fredericks made in 2013, the full year
impact of price increases achieved in 2013 and impact from cost
reduction and 3 plants closures during 2013. This increases the
Debt to EBITDA ratio in 2014 beyond Moody's trigger for downgrade
of 6.0x. However, Moody's expects further deleveraging in 2015 to
below 6.0x due to a full-year contribution from a higher-margin
Peters and further R&R's growth.

The terms and conditions of the new Notes are similar to the
existing GBP315 million Notes and are rated (P)B2 in line with
the CFR.

The company's debt structure also includes a EUR60 million super
senior Revolving Credit Facility (RCF) extendable to EUR75
million. The senior secured notes share first-ranking asset
security with the RCF, however rank behind the RCF in an
enforcement waterfall scenario. The senior secured notes also
benefit from the senior guarantees provided by most of the
operating companies. Due to the dominance of the notes in the
proposed capital structure (with RCF contributing only c. 5% of
the overall financial debt) Moody's changed family recovery rate
to 35%, in line with that of all-bond structures, from previously
assumed 50%. This is also justified by a loose headroom under a
single financial covenant. The change in the recovery rate
accordingly led to the change in PDR and the rating on the Senior
Secured Notes.

During the first quarter of 2014 R&R's year-on-year sales grew by
15% while management EBITDA margin improved to 11.2% from 9.9%,
driven by growth in all geographies apart from France, the
contribution from Fredericks, price increases, cost savings and
some favorable foreign exchange movement. Moody's expects to see
all of these factors to continue contributing to the company's
profitability along with the declining milk prices observed so
far in 2014, if sustained.

R&R's liquidity is supported by a cash balance of approximately
EUR5 million as of the end of March 2014 (compared to EUR13
million as of the end of 2013) and EUR33 million availability
under its EUR60 million RCF. Moody's views the liquidity profile
as weak, impacted by the PIK Notes interest paid in cash.

Moody's does not include non-recourse factoring of receivables
financing facilities available to the company into its liquidity
sources. The facilities are implemented in the UK, France and
Germany and allow approximately EUR36 million borrowing capacity
available as of December 31 of each year and approximately EUR99
million available as of June 30 of each year. Together, they are
expected to be sufficient to fund sizeable seasonal working
capital swings (peak in May). Moody's also understand that R&R
will benefit from the counter-seasonality effect of Peters
business reducing the volatility of R&R's cash flows. No major
maturities fall before 2020 within the senior secured notes
restricted group.

The RCF is subject to one financial covenant of net leverage set
with an ample headroom.

The negative outlook is based on the near-term re-leveraging
effect of Peters acquisition reflecting a more aggressive
approach of the company towards acquisitions than originally
anticipated by Moody's.

What Could Change The Rating Up/Down

The company's ratings could be downgraded if Moody's adjusted
gross debt to EBITDA does not decline below 6x by the end of 2015
or if the integration of Peter's does not progress as planned.
Furthermore, any deterioration in the company's liquidity
position could result in a downgrade, or if R&R were to generate
negative free cash flows during an extended period of time.

A stabilization of the outlook could be considered if the
integration progresses smoothly and there is no disruption in the
European operations due to reduced management focus.

Longer term, Moody's could consider an upgrade if R&R were to
reduce its adjusted debt/EBITDA metric towards 4x and its
EBIT/interest expense ratio increases towards 2x, on a
sustainable basis.

The principal methodology used in these ratings 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 Northallerton, UK, R&R Ice Cream is one of the
largest European private label ice cream manufacturers with total
sales in 2013 of EUR681 million. R&R Ice Cream's product
portfolio also includes branded ice cream such as Kelly's and
Landliebe as well as products sold under the Nestle, Mondelez and
Cadbury brands.


R&R ICE CREAM: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on U.K.-based ice cream manufacturer, R&R
Ice Cream PLC (R&R).  The outlook is stable.

At the same time, S&P assigned a 'B' issue rating to the proposed
EUR255 million (equivalent) senior secured notes to be issued by
R&R.  The recovery rating on the proposed notes is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

In addition, S&P affirmed its 'B' issue rating on R&R's existing
senior secured debt and its 'CCC+' issue rating on its payment-
in-kind toggle notes.  The recovery rating on the toggle notes is
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of a payment default.

The issue and recovery ratings on the proposed senior secured
notes are based on preliminary information and are subject to the
successful issuance of the notes and our satisfactory review of
the final documentation.

On May 27, 2014, R&R announced the acquisition of Australian ice
cream manufacturer Peters Food Group Ltd. (Peters) from Pacific
Equity Partners for an enterprise value of EUR305 million.  The
group will finance the acquisition through new proposed senior
secured notes and the shareholder loan.  Based on this, in S&P's
view, R&R's leverage ratio will remain at about 11.0x for 2014
(including the shareholder loan) and would reduce to about 9.6x
(including the shareholder loan) in 2015.  S&P considers the
shareholder loan from PAI Partners -- the private equity company
that owns R&R -- as debt.

S&P's assessment of R&R's business risk profile as "fair"
incorporates R&R's market-leading positions in its core
geographies and its good cash conversion into positive free cash
flow. R&R also has a good relationship with key customers: Tesco
and ASDA in the U.K.; Aldi and Edeka in Germany; and Carrefour
and Leader Price in France.  Relatively good diversification in
terms of products and brands also supports our assessment of a
"fair" business risk profile.  However, S&P's assessment is
constrained by the group's overall concentration in a single,
discretionary food category.

R&R's product range includes private-label products, which S&P
believes creates pricing pressure and inhibits R&R's ability to
pass on price increases to customers when competing with branded
multinational players.  R&R's exposure to volatile raw material
prices could constrain the group's margins, despite its track
record of profitability management.  In addition, R&R's business
is highly seasonal and weather-dependent, and the bulk of revenue
generation occurs from May to August.  This can limit the group's
revenues and margins.  Any deterioration in performance at R&R's
French business could also have a negative bearing on the group's
EBITDA margins.

S&P considers the Peters acquisition to be neutral to its
assessment of R&R's business risk profile.  However, S&P believes
that the acquisition will help R&R increase its exposure outside
of Europe to the growing Australian ice cream market.  Exposure
to this market should even out seasonal peaks and troughs, which
in turn should help stabilize the combined company's cash flow.
Furthermore, acquiring Peters will increase R&R's exposure to
branded products, likely leading to improved profitability.

S&P's assessment of R&R's financial risk profile as "highly
leveraged" primarily reflects the company's financial sponsor
ownership.  It further reflects S&P's calculations that the
group's adjusted debt-to-EBITDA ratio will remain close to 11.0x
including the shareholder loan for 2014, and about 7.8x excluding
the loan, despite EBITDA growth and cash generation.  S&P also
takes a 100% haircut on surplus cash in accordance with its
criteria for companies owned by financial sponsors.

S&P's base case for R&R assumes:

   -- revenue growth of 20% for 2014, which includes six months
      of Peters sales.

   -- adjusted EBITDA margins to increase and remain at about
      14%-15% for the next two years due to R&R's increasing
      focus on branded products.

   -- capital expenditure at about EUR25 million, equivalent to
      about 3% of sales.

   -- the acquisition of Peters by raising new senior secured
      notes in 2014.

   -- no dividends.

   -- a 100% haircut applied to cash.

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

   -- EBITDA margins at about 14%-15% for 2014 and 2015.
   -- debt to EBITDA at about 11.0x for 2014 and 9.6x for 2015.
   -- funds from operations to cash interest coverage of around
      2.0x for 2014 and 2015.

The stable outlook on R&R reflects S&P's view that the group will
likely maintain positive revenue growth and stable margins over
the next 12 to 18 months.  S&P considers an adjusted FFO-to-
interest coverage ratio of about 2x and "adequate" liquidity to
be commensurate with the 'B' rating.

In S&P's opinion, a positive rating action on R&R is unlikely at
this stage, due to the group's increased leverage.  However, S&P
could consider a positive rating action if the company can reduce
its debt to EBITDA to less than 5x on a fully adjusted basis.

S&P could take a negative rating action if liquidity becomes
materially weaker due to reduced profitability and/or increased
acquisition activity and restructuring costs, and if FFO cash
interest coverage falls to less than 1.5x.


SEA OTTER BOATS: Goes Into Voluntary Liquidation
------------------------------------------------
Boating Business reports that specialist builder of quality
aluminum inland waterways craft Sea Otter has gone into voluntary
liquidation after a major drop off in orders, writes Harry
Arnold.

Eighty per cent of the company's sales are on the rivers Thames
and Severn and the Broads via agents Tingdene Marinas and the
former two areas have suffered a loss of confidence by
prospective narrowboat buyers due to the recent extensive floods,
according to Boating Business.

After an encouraging London Boat Show -- where for the last two
years a Sea Otter was the only narrowboat displayed -- there was
a dip in orders, which resulted in the company being unable to
fulfil its viable quota of building one boat a month, the report
relates. Sea Otter pulled out of the recent Crick Boat Show at
the last minute, the report notes.

Paul Hobson of Sea Otter explained to us the situation and gave
an assurance that boats in build would be completed to the stage
paid for and that no customers for these would lose any money,
the report notes.

Steve Arber of Tingdene also assured us they would fund the
completion of any boats ordered by them, including one currently
being built for sales stock, the report discloses.

A regrettable situation in that Sea Otter's products have
acquired an enviable reputation for both quality and
practicality, the report adds.


TATA STEEL UK: Moody's Affirms 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Tata Steel
Limited ("TSL") and Tata Steel UK Holdings Limited ("TSUKH") and
maintained the negative outlook on both companies' ratings. The
ratings affirmed are TSL's corporate family rating of Ba3,
TSUKH's corporate family rating and probability of default rating
at B3 and B3-PD, respectively, and the B3/LGD 3(49%) rating of
TSUKH's term loan facility.

Ratings Rationale

Moody's views a deterioration of TSL and TSUKH's profitability
and cash generation as unlikely in the next 12 months but against
a backdrop of elevated leverage and further negative free cash
flow in the current year, the risks of a downgrade have not fully
abated. However, as further evidence of a more sustained recovery
emerges, ratings could return to stable over the coming quarters.

While the European operations have delivered six quarters of
positive EBITDA, Moody's regards the recovery as being somewhat
fragile with few end user markets other than vehicle
manufacturers being soundly supported. TSUKH's restructuring
measures have kept it cost competitive and enabled it to benefit
from the pick-up in the European demand despite the continuing
weak prices environment.

"Despite the improvements at TSUKH, driving down its excessive
leverage in a environment of weakening prices, even if the price
of iron ore is also lower, is a struggle," says Alan Greene, a
Moody's Vice President - Senior Credit Officer.

Moody's also notes that TSUKH has significant debt falling due in
FY2016 and expects developments on the refinancing of this over
the coming months.

"Nevertheless, a combination of progress on the refinancing front
and no slippage in the profitability of the European operations
over the next two quarters, would relieve much of the pressure on
TSUKH's rating," says Greene.

The profitability of the Indian business remains one of the
highest in the industry. This will be supplemented by the start
of a new 3 million ton per annum (mtpa) plant in Odisha in early
2015. In the year ended March 31, 2014 (FY2014), TSL's operations
in India represented 32% of group volumes while generating 81% of
the group's EBITDA.

"Although India is seeing a rapid increase in steelmaking
capacity, TSL's capacity continues to be fully utilized and
generates EBITDA/tonne of around $250/t," adds Mr. Greene, who is
the Lead Analyst for Tata Steel.

"Furthermore, once the 3mtpa of the Odisha project is fully
operational, TSUKH will then produce less than 50% of the group
volume, significantly reducing TSL's reliance on the structurally
less profitable European market" continues Mr. Greene.

Moody's notes that there was a brief hiatus in Tata Steel's iron
ore mining operations in May related to the validity of mining
licenses in the state of Odisha, which triggered a total mining
ban in the state. While Tata Steel was given new in-principle
permits to restart within days, many other mines remain closed.
Tata Steel now has to submit documentation and meet the
conditions attached to the new permits but the onus is on the
state to resolve the matter within six months. Moody's expects
the licensing process to proceed smoothly for Tata Steel,
however, the incident has thrown the spotlight on the
availability of captive iron ore to Tata Steel, which is
fundamental to its high margins in India.

Tata Steel reported a 29% increase in EBITDA to INR164 billion in
FY2014 and an increase in reported gross debt to INR787 billion,
as at March 31, 2014, from INR661 billion in FY2013. Moody's
estimates that the consolidated adjusted debt/EBITDA was close to
5x for FY2014, compared with 5.4x for FY2013.

Moody's expect debt/EBITDA to remain around 5x in FY2015. Despite
the sale of a land parcel in Mumbai for a total consideration of
INR11.6 billion and the sale of its 50% share in Dharma port for
INR27.5 billion, a further increase in debt is expected in FY2015
as the Odisha project is completed. So far the capex for Odisha
phase one has been funded from internal sources but TSL arranged
a INR225 billion project finance facility in 2013 for the Odisha
expansion which will be drawn when needed.

"After a strong recovery in consolidated profitability in FY2014,
metrics are likely to remain flat in FY2015 as TSL adds to its
debt without a commensurate pick-up in profitability", continues
Greene.

The rating outlook for the group is negative reflecting the
pressure on the consolidated group arising from the highly
leveraged European operations and the extent of support for
TSUKH. Credit metrics in the near-term are expected to remain
elevated for the rating because the cash generated from the
highly profitable Indian operations is insufficient to outweigh
the impact of rising debt levels from the continuing capex in
India.

The rating outlook for TSUKH is negative pending confirmation of
recovery in profitability in Europe that would result in a
sustained improvement in credit metrics and reduction in the
level of working capital support needed.

Upward pressure on TSL's rating is limited in the coming months.
However, the timing of and extent of any upgrade will depend on
the level of profitability and cash generation achieved by TSUKH,
progress on refinancing the TSUKH facility and the market outlook
for India in the months leading up to the start of the 3mtpa
plant at Odisha. At the same time, Moody's expectation is that
TSL will maintain comfortable headroom under its financial
covenants at both TSL and TSUKH. Credit metrics considered for
such a change include adjusted debt/EBITDA heading decisively
down towards 4x and for EBIT interest coverage of over 3.0x on a
sustained basis.

Downward pressure for TSL's rating could result from slower than
expected demand for steel in Europe, any disruptions to raw
material supplies in India or a slower than expect expected pick
up in India's economy leading to lower prices and weaker cash
generation at a time of increasing capex and scheduled debt
repayment. Credit metrics that would indicate a downgrade include
debt/EBITDA over 5.0x or EBIT interest cover falling below 2.0x
to 2.5x on a sustained basis.

For TSUKH, upward pressure on the rating could take hold if TSUKH
successfully refinances its term loan and its performance
stabilizes such that it achieves EBITDA/tonne of around $80/t
and begins to consistently generate positive free cash flow. In
addition, credit metrics that would need to be met on a sustained
basis to achieve a higher rating include EBIT interest cover of
1.2x to 1.5x and a deleveraging of the balance sheet with
Adjusted Debt/EBITDA leverage below 6.0x to 7.0x on a sustained
basis.

Negative pressure on the TSUKH rating could develop in the event
of a worsening of the operating environment beyond Moody's
current expectations. The rating could be considered for a
downgrade if adjusted EBITDA becomes barely positive such that
refinancing of the existing loan facilities or meeting the future
leverage covenants of these facilities appear to be distant
prospects, or if a revised level of support from TSL is apparent,
or the assumptions behind Moody's expected loss given default
(LGD) for the loans are further pressured.

The principal methodology used in this rating was the Global
Steel Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Specualtive
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Tata Steel Limited ("Tata Steel") is an integrated steel company
headquartered in Mumbai, India. Following the acquisition of
Corus plc (now Tata Steel UK Holdings, or "TSUKH"), Tata Steel
has operations in 24 countries and is the eleventh largest
steelmaker in the world based on its crude steel output of 25.3
million tonnes in 2013.

Current crude steel production capacity at Jamshedpur, its main
operation in India, is some 9.8 mtpa. In FY2014, Tata Steel India
produced 8.9 million tonnes of steel and sold 8.5 million tonnes,
compared with 7.9 million tonnes and 7.5 million tonnes,
respectively in FY2013. Additional hot metal operations are
located in Singapore and Thailand giving some 2mtpa of crude
steel. In FY2014, TSUKH produced 8.5 million tonnes of crude
steel in the UK and 7.0 million tonnes in the Netherlands.


* UK: More Than 1,000 Law Firms Shut Down in 2013
-------------------------------------------------
bridgingandcommercialdistributor.co.uk reports that following a
chain of events, the Solicitors Regulation Authority (SRA) has
revealed that 1,094 UK law firms have closed.

According to the report, the regulator said over the 12 months to
end of March 2014, 888 firms have opened, and in the 12 months to
December 2013, 1,094 firms have closed down.

The report relates that peaks within the statistics include
December 2013, with the closure of 160 firms. This reflects the
fallout of companies which failed to obtain indemnity insurance
by the agreed deadline of the 29th of December, the report
relates.

At the end of last year, Baker Tilly published a report
suggesting around half of partners are unaware of the effect that
their firm's insolvency would have on them personally, the report
says.

bridgingandcommercialdistributor.co.uk relates that George Bull,
Chair of Baker Tilly's Professional Practices Group said at the
time: 'There is a worrying lack of knowledge and understanding
about the implications of a law firm falling into insolvency. All
possible steps should be taken to avoid an unplanned cessation of
business which can be very costly for individual partners.

"However, all too often, partners don't take action in time,
either because they fail to pay sufficient attention to their
cash flow, or because they wilfully bury their heads in the
sand."

Another peak was noted in September 2013, which is usual
according to the regulator: "A peak in firm closures is seen
around the renewals period each year," the report adds.



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


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author: Frank H. Knight
Publisher: Beard Books
Softcover: 381 pages
List Price: $34.95
Review by Gail Owens Hoelscher
134Order your personal copy today at
http://www.beardbooks.com/beardbooks/risk_uncertainty_and_profit.
html

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
135scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                            *********

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.


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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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