TCREUR_Public/140626.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, June 26, 2014, Vol. 15, No. 125

                            Headlines

A U S T R I A

KOMMUNALKREDIT: Moody's Cuts Sr. Unsec. & Deposit Ratings to Ba1
UNICREDIT BANK: S&P Affirms 'BB+' Rating on Class B2 Notes


B U L G A R I A

CORPORATE COMMERCIAL: VTB Won't Provide Liquidity, Capital
CORPORATE COMMERCIAL: Moody's Lowers Deposit Ratings to 'B3'


F I N L A N D

SANITEC OYJ: Moody's Raises Corp. Family Rating to 'Ba3'


F R A N C E

CROWN EUROPEAN: S&P Rates EUR500MM Sr. Unsecured Notes 'BB-'


G E R M A N Y

PFLEIDERER GMBH: Moody's Assigns 'B3' CFR; Outlook Positive
PROCREDIT HOLDING: Fitch Raises Rating on Tier 1 Secs. to 'BB'
SAMVARDHANA MOTHERSON: S&P Assigns Preliminary 'BB+' CCR


I R E L A N D

MERCATOR CLO: Moody's Raises Rating on Cl. B-2 Notes to 'B2'


I T A L Y

ALITALIA SPA: Etihad to Take 49% Stake Under Rescue Deal
NTV: Denies Bankruptcy Rumors; Set to Hold Board Meeting
WIND TELECOMUNICAZIONI: Fitch Lowers IDR to 'B+'; Outlook Stable


L U X E M B O U R G

ALZETTE EUROPEAN: S&P Lowers Ratings on 3 Note Classes to 'B-'
ARDAGH PACKAGING: Moody's Affirms 'B3' Corporate Family Rating


N E T H E R L A N D S

CARLSON WAGONLIT: S&P Affirms 'B+' Corp. Credit Rating
NIELSEN FINANCE: Moody's Rates US$800MM Sr. Unsecured Notes 'B1'
NIELSEN NV: S&P Keeps 'BB' Unsec. Notes Rating Over $800MM Add-On
VIMPELCOM LTD: S&P Revises Outlook to Positive & Affirms 'BB' CCR


S P A I N

RMBS SANTANDER 1: Moody's Assigns 'Ca' Rating to Serie C Notes


S W E D E N

OVAKO GROUP: S&P Assigns 'B' CCR; Outlook Stable
TYRESO: Declared Bankruptcy; Quits National League


T U R K E Y


TURKIYE IS BANKASI: Fitch Lowers Rating on Sub. Notes to 'BB+'


U N I T E D   K I N G D O M

ITHACA ENERGY: Moody's Assigns 'B2' Corporate Family Rating
ITHACA ENERGY: S&P Assigns Preliminary 'B' CCR; Outlook Stable
JANE NORMAN: In Administration; 150 Jobs at Risk
TULLETT PREBON: Fitch Affirms 'BB+' Subordinated Debt Rating


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A U S T R I A
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KOMMUNALKREDIT: Moody's Cuts Sr. Unsec. & Deposit Ratings to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded to Aa1 from Aaa the
ratings on the guaranteed public-sector covered bonds, and to Aa2
from Aa1 the ratings on the unguaranteed public-sector covered
bonds, issued by Hypo Tirol Bank AG (Hypo Tirol, deposits Baa3
negative; bank financial strength rating E+/adjusted baseline
credit assessment b1).

At the same time, Moody's has downgraded to Aa3 under review for
downgrade from Aa2 the public-sector covered bond issued by
Kommunalkredit Austria AG (Kommunalkredit, deposits Ba1 on review
for downgrade; bank financial strength rating E/adjusted baseline
credit assessment caa3).

Ratings Rationale

The rating action on the guaranteed public-sector covered bonds
of Hypo Tirol is prompted by the downgrade of the issuer's
guaranteed debt rating to Baa2 from Aa2. The rating action on the
unguaranteed public-sector covered bonds of Hypo Tirol is
prompted by the downgrade of the issuer's senior unsecured and
deposit ratings to Baa3 from Baa2.

The rating action on the public-sector covered bonds of
Kommunalkredit is prompted by the downgrade of the issuer's
senior unsecured and deposit ratings to Ba1 from Baa3.

Moody's notes that the rating action on the covered bonds was not
caused by a deterioration in the credit quality of the cover pool
assets backing the covered bonds. The downgrade of the issuer's
senior unsecured and deposit ratings negatively affected the
covered bonds through its impact on both the timely payment
indictor (TPI) analysis and the expected loss analysis.

Key Rating Assumptions/Factors

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond. COBOL
determines expected loss as (1) a function of the probability
that the issuer will cease making payments under the covered
bonds (a CB anchor event); and (2) the stressed losses on the
cover pool assets following a CB anchor event.

The CB anchor for the guaranteed covered bonds of Hypo Tirol is
the Baa2 guaranteed senior unsecured debt rating plus 0 notches.
The CB anchor for Hypo Tirol's unguaranteed covered bonds is the
senior unsecured debt rating plus 0 notches. The CB anchor for
Kommunalkredit's covered bonds is the senior unsecured debt
rating plus 0 notches. Moody's does not provide for an uplift of
the CB anchor above the respective senior unsecured debt ratings
given the high systemic uplift of these ratings above the
issuers' adjusted baseline credit assessments.

The cover pool losses for Hypo Tirol's public-sector covered
bonds are 17.9%. This is an estimate of the losses Moody's
currently models following a CB anchor event. Moody's splits
cover pool losses between market risk of 14.8% and collateral
risk of 3.1%. Market risk measures losses stemming from
refinancing risk and risks related to interest-rate and currency
mismatches (these losses may also include certain legal risks).
Collateral risk measures losses resulting directly from cover
pool assets' credit quality. Moody's derives collateral risk from
the collateral score, which for this program is currently 6.2%.

The over-collateralization in Hypo Tirol's public-sector cover
pool is 707.6 %, of which the issuer provides 9.5% on a
"committed" basis. The minimum OC level consistent with the Aa1
rating target for the guaranteed covered bonds is 16.0%, of which
the issuer should provide 8.5% in a "committed" form. The minimum
OC level consistent with the Aa2 rating target for the
unguaranteed covered bonds is 13.5%, of which the issuer should
provide 7.0% in a "committed" form. These numbers show that
Moody's is relying on "uncommitted" OC in its expected loss
analysis.

The cover pool losses for Kommunalkredit's public-sector covered
bonds are 26.6%. This is an estimate of the losses Moody's
currently models following a CB anchor event. Moody's splits
cover pool losses between market risk of 20.7% and collateral
risk of 5.9%. Market risk measures losses stemming from
refinancing risk and risks related to interest-rate and currency
mismatches (these losses may also include certain legal risks).
Collateral risk measures losses resulting directly from cover
pool assets' credit quality. Moody's derives collateral risk from
the collateral score, which for this program is currently 11.8%.

The over-collateralization in Kommunalkredit's public-sector
cover pool is 30.2 %, of which the issuer provides 28.0% on a
"committed" basis. The minimum OC level consistent with the Aa3
rating target is 25.0%, of which the issuer should provide 19.0%
in a "committed" form. These numbers show that Moody's is relying
on "uncommitted" OC in its expected loss analysis.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's please refer to "Moody's Global Covered
Bonds Monitoring Overview", published quarterly. All numbers in
this section are based on the most recent Performance Overview
based on data, as per December 31, 2013.

TPI FRAMEWORK: Moody's assigns a "timely payment indicator"
(TPI), which measures the likelihood of timely payments to
covered bondholders following a CB anchor event. The TPI
framework limits the covered bond rating to a certain number of
notches above the CB anchor.

For both Hypo Tirol's and Kommunalkredit's public-sector covered
bonds, Moody's has assigned a TPI of "High".

Factors That Would Lead to an Upgrade or Downgrade of the
Ratings:

The CB anchor is the main determinant of a covered bond program's
rating robustness. A change in the level of the CB anchor could
lead to an upgrade or downgrade of the covered bonds. The TPI
Leeway measures the number of notches by which Moody's might
lower the CB anchor before the rating agency downgrades the
covered bonds because of TPI framework constraints.

Based on the current TPI of "High" for Hypo Tirol's covered
bonds, the TPI Leeway for both the guaranteed and unguaranteed
covered bonds is 0 notches. This implies that Moody's might
downgrade the covered bonds because of a TPI cap, if it lowers
the CB anchor by 1 notch all other variables being equal.

The TPI assigned to Kommunalkredit's public-sector covered bonds
is "High". The TPI Leeway for this program is limited, and thus
any reduction of the CB anchor may lead to a downgrade of the
covered bonds.

A multiple-notch downgrade of the covered bonds might occur in
certain limited circumstances, such as (1) a sovereign downgrade
negatively affecting both the issuer's senior unsecured rating
and the TPI; (2) a multiple-notch downgrade of the issuer; or (3)
a material reduction of the value of the cover pool.

Rating Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds" published in March 2014.


UNICREDIT BANK: S&P Affirms 'BB+' Rating on Class B2 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services has placed on CreditWatch
negative its 'A- (sf)' credit ratings on EuroConnect Issuer SME
2007 Ltd.'s class A and B notes, UniCredit Bank Austria AG's BA-
CA class A2 credit-linked notes (CLNs), and UniCredit Bank AG's
HVB class A2 and B2 CLNs.  At the same time, S&P has affirmed its
'BBB- (sf)' rating on EuroConnect Issuer SME 2007's class C notes
and its 'BB+ (sf)' rating on UniCredit Bank Austria's BA-CA class
B2 CLNs.

The rating actions follow S&P's June 10, 2014 CreditWatch
negative placement of its ratings on UniCredit Bank Austria and
its counterparty risk analysis.

UniCredit Bank Austria is the cash deposit provider for
EuroConnect Issuer SME 2007 and UniCredit Bank's HVB floating-
rate CLNs.  It provides direct substantial support for UniCredit
Bank Austria's BA-CA CLNs.

EuroConnect Issuer SME 2007 AND UniCredit Bank's HVB CLNs

In both transactions, the issuers have invested proceeds from the
issuance of the CLNs in a cash deposit with UniCredit Bank
Austria.  Therefore, the rated notes' principal is cash-
collateralized.  According to S&P's current counterparty
criteria, applicable to bank account providers in funded
synthetic transactions, the maximum rating on the notes is
equivalent to S&P's long-term issuer credit rating (ICR) on the
bank account provider, if it is rated 'A-'.  Consequently, S&P
has placed on CreditWatch negative its 'A- (sf)' ratings on
EuroConnect Issuer SME 2007's class A and B notes and UniCredit
Bank's HVB class A2 and B2 CLNs.

S&P has affirmed its 'BBB- (sf)' rating on EuroConnect Issuer SME
2007's class C notes as it consider this rating to be
commensurate with the available credit enhancement for these
notes, and the rating levels are in line with the application of
S&P's current counterparty criteria.

UniCredit Bank Austria's BA-CA CLNs

While the issuer has deposited the proceeds of the class A2 and
B2 CLNs with UniCredit Bank, UniCredit Bank Austria pays the
interest due on the CLNs, which S&P considers to be providing
direct substantial support to the CLNs.  Under S&P's current
counterparty criteria, the maximum rating on the notes is
therefore equivalent to our long-term ICR on the substantial
support provider, if it is rated 'A-'.  Therefore, S&P has placed
on CreditWatch negative its 'A- (sf)' rating on the class A2 CLNs
to equalize its rating with S&P's long-term ICR on UniCredit Bank
Austria.

S&P has affirmed its 'BB+ (sf)' rating on the class B2 CLNs as
its rating is commensurate with the available credit enhancement
and the rating level is in line with the application of S&P's
current counterparty criteria.

EuroConnect Issuer SME 2007 is a partially funded synthetic
balance sheet transaction, referencing a portfolio of bank loans
granted to mainly German and Austrian small and midsize
enterprises (SMEs) and, to a limited extent, to larger
corporates, originated by UniCredit Bank and UniCredit Bank
Austria.  The transaction closed in December 2007.

RATINGS LIST

Class    Rating               Rating
         To                   From

EuroConnect Issuer SME 2007 Ltd.
EUR216.3 Million Credit-Linked Floating-Rate Notes

Ratings Placed On CreditWatch Negative

A        A- (sf)/ Watch Neg   A- (sf)
B        A- (sf)/ Watch Neg    A- (sf)

Rating Affirmed

C        BBB- (sf)

UniCredit Bank AG
EUR0.2 Million HVB Floating-Rate Credit-Linked Notes

Ratings Placed On CreditWatch Negative

A2       A- (sf)/Watch Neg    A- (sf)
B2       A- (sf)/Watch Neg    A- (sf)

UniCredit Bank Austria AG
EUR0.2 Million BA-CA Floating-Rate Credit-Linked Notes

Rating Placed On CreditWatch Negative

A2       A- (sf)/Watch Neg    A- (sf)

Rating Affirmed

B2       BB+ (sf)



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CORPORATE COMMERCIAL: VTB Won't Provide Liquidity, Capital
----------------------------------------------------------
Megan Davies at Reuters reports that Russian bank VTB's
investment unit, VTB Capital, said it does not have any plans to
provide liquidity or capital resources to Bulgaria's Corporate
Commercial Bank (Corpbank), which was taken over by the country's
central bank on Friday after a run on the bank.

VTB Capital said in a statement it owns around 9.1% of Corpbank's
shares and bought the shares as part of a structured finance
transaction, Reuters relates.  Its exposure to Corpbank did not
exceed EUR10 million from the outset, the bank, as cited by
Reuters, said, adding that the amount was subsequently fully
hedged.

As reported by The Troubled Company Reporter-Europe on June 24,
2014, The Financial Times related that Bulgaria's central bank
announced the nationalization of Corporate Commercial Bank, an
overstretched private lender, in a bid to head off a large-scale
bank run in the EU's poorest member state.  The move came two
days after the Bulgarian National Bank suspended operations at
Corpbank and its recently acquired subsidiary, Credit Agricole
Bulgaria, amid fears that a dispute between its major shareholder
and biggest single borrower could trigger the group's collapse,
the FT disclosed.  Small savers last week withdrew more than 20%
of deposits from Corpbank, the country's fourth largest lender,
causing a liquidity crunch that forced the bank's management to
seek emergency central bank funding, the FT recounted.

Corporate Commercial Bank is the fourth largest private lender
with total assets topping BGN7.3 billion in the first quarter of
2014, or 8.4% of total Bulgarian private banking assets,
according to AFP.


CORPORATE COMMERCIAL: Moody's Lowers Deposit Ratings to 'B3'
------------------------------------------------------------
Moody's Investors Service has downgraded the long-term local and
foreign-currency deposit ratings of Corporate Commercial Bank AD
(Corpbank) to B3 from B1 and placed these ratings on review for
further downgrade. Moody's also downgraded the bank's standalone
bank financial strength rating (BFSR) to E, equivalent to a
baseline credit assessment (BCA) of ca, from E+/b2. The bank's
short-term deposit ratings of Not Prime remain unaffected by this
action.

The downgrades were prompted by the announcement on Friday,
June 20, by the Bulgarian National Bank (BNB) that it had placed
Corpbank under administrative supervision, suspending the bank's
payments and transactions, and lifting the rights of the
shareholders.

Ratings Rationale

Downgrade of Corpbank's Deposit Ratings to B3 from B1 and review
for Further Downgrade

Moody's downgrade of the long-term deposit ratings, and the
placement of these ratings on review for further downgrade, is
driven by the negative credit implications of the current
suspension of banking operations at Corpbank. The action reflects
Moody's judgment of the balance of risks between two possible
outcomes. In the first instance, the bank returns quickly to
normalized operations, with some support from the Bulgarian
authorities and/or its shareholders to stabilize its liquidity
position and address any capitalization needs. In the second
scenario, a comprehensive solution is not reached quickly and the
bank's uninsured depositors potentially suffer material losses
corresponding to deposit ratings much below the current B3 level.
The B3 ratings currently capture the event of default, as banking
operations are now frozen, but assumes very limited losses.

The balance of risk between the two aforementioned outcomes is
unclear at this juncture, as is the basis for depositor
withdrawals that triggered BNB's decision to place the
institution under administrative supervision. Accordingly, the
review, which could be of short duration, will focus on the
likely outcome of the regulator's action and how it may impact
the deposit freeze and the risk of potential losses to
depositors. On Sunday 22 June, the BNB announced that Corpbank
will remain closed until 21 July while an independent audit is
conducted. At the same time the authorities also indicated their
willingness to provide both liquidity and capital support and to
ensure that the bank's obligations are met in full.

In the past, Corpbank had been challenged by high borrower
concentration levels and 'key man risks' stemming from its
concentrated ownership (with 50.7% of shares controlled by a
Bulgarian company, which is ultimately owned by a local
businessman). Negative press in Bulgaria regarding an alleged
dispute involving Corpbank's largest shareholder appears to be
the trigger of the recent acceleration of deposit outflows. These
outflows exhausted the bank's previously solid liquidity buffers
-- with liquid assets (defined as the sum of cash, balances with
banks and liquid securities) representing 30% of total assets at
end-December 2013.

Downgrade of Corpbank's standalone BFSR to E from E+

Moody's says that the downgrade of Corpbank's standalone BFSR to
E (no outlook), equivalent to a BCA of ca, reflects the bank's
inability to continue to function as an unsupported entity,
following a significant acceleration of deposit outflows on
Friday 20 June leading to the appointment of an administrative
supervisor the same day.

What Could Move The Ratings UP/DOWN

Given the review for downgrade, there is limited upwards pressure
on the bank's ratings in the short term. The bank's ratings could
be affirmed if Corpbank's financial stability is quickly
restored, including the restoration of full access to deposits in
the coming days and the normalization of banking operations.
Thereafter, a sustained period of uninterrupted operations
providing assurance that the problems that caused this incident
have been addressed and will not recur could place upward
pressure on the ratings.

The risk of a prolonged deposit freeze, potentially leading to
material losses for the bank's depositors, would likely cause a
rating downgrade by more than one notch at the conclusion of the
review.

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

Headquartered in Sofia, Bulgaria Corpbank had total assets of
BGN7.3 billion (EUR3.7 billion) as of March 2014.



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SANITEC OYJ: Moody's Raises Corp. Family Rating to 'Ba3'
--------------------------------------------------------
Moody's Investors Service has upgraded Sanitec Oyj's corporate
family rating (CFR) to Ba3 from B1, and changed the probability
of default rating (PDR) to B1-PD. The outlook on all ratings is
stable.

Ratings Rationale

The ratings upgrade reflects Sanitec's expected adjusted leverage
of 3.0x at the end of 2014 (and 2.1x net leverage), with a track
record of profitability improvement in a difficult market
environment, and solid cash conversion which together with modest
investment requirements translate into solid free cash flow
generation.

Sanitec retains a strong market position as one of the leading
sanitaryware manufacturers in Europe, with a focus on stronger
Western and Northern European markets. However, the ratings also
incorporate: (1) the company's exposure to the inherently
cyclical and competitive nature of the European ceramics
industry; (2) its limited short-term revenue growth prospects as
a result of European economies' mixed performance; and (3) the
potential for leverage to rise through M&A.

On June 13, the company completed the refinancing of its EUR250
million Floating Rate Notes with a EUR125 million Term Loan
facility as well as the Senior Secured Revolving Credit Facility
of EUR50 million with a EUR275 million Term Loan facility and
Revolving Credit Facility (RCF). The maturity of both facilities
is at least 3 years. In addition to increased flexibility of the
RCF, the new facilities will reduce annual financial expenses by
approximately EUR10 million.

Sanitec reported sales growth in the fourth quarter of 2013, the
first like-for-like sales growth since 2011. The recovery
continued in the first quarter of 2014, with +5.4% of reported
organic growth. Progress was driven by improvements in the
overall European economy and the solid activity seen in the
construction markets in Germany, the UK and the Nordics
benefitting from the very mild winter. Sales declined in Southern
Europe (France and Italy), albeit by only 1% compared with the
first quarter last year.

EBITDA margin (as adjusted by Moody's) in the first quarter
increased to 16.2%, up from 14.7% in the same quarter last year,
with margin improvement benefiting from a cost saving and
restructuring program. With economic prospects and growth in
construction market improving in its main markets, Moody's
expects that Sanitec should benefit from operational leverage
supported by improved sourcing and manufacturing efficiency.

The company generated positive free cash flow during the past two
years supported by its low-cost production facilities and limited
capital requirements. Moody's expects that free cash flow
generation will improve given lower interest cost under the new
capital structure.

Sanitec's liquidity profile is good, supported by about EUR83
million cash balance in March 2014 which is expected to increase
through free cash flow generation and benefits from a new RCF.
Although Sanitec's working capital may be subject to intra-year
fluctuations, its capex is fairly moderate, at about 3% of annual
net sales. Cash flow generation is further supported by moderate
interest payment in the new capital structure, although will be
impaired by the dividend payment of EUR22 million in June 2014,
the EUR10 million refinancing cost, of which approximately EUR7.5
million non-cash, and expect further restructuring cost triggered
by the continued roll-out of the One Sanitec program.

Moody's expects Sanitec's adjusted net leverage to be 2.1x at the
end of 2014, with 3.0x gross leverage. The company's long term
net leverage target is 2.5x, almost one turn higher than its
current 1.6x reported net leverage. The company has indicated its
appetite for opportunistic acquisitions that could result in the
higher leverage.

The stable outlook reflects Moody's expectation that Sanitec will
gradually improve its credit metrics by continuing to focus on
growth opportunities in order to benefit from operational
leverage while maintaining energy and other production costs
under control. Any debt-financed acquisitions or significant
additional shareholder payments that result in a substantial
increase in leverage or decrease its liquidity will likely have a
negative effect on the company's ratings.

The B1-PD PDR assumes a family recovery rate of 65%, recognizing
the effectively all-loan nature of the capital structure (with
financial covenants).

What Could Change The Rating Up/Down

Moody's does not expect positive pressure on the ratings given
the company's long term net leverage target which is higher than
the company's current leverage. However, this could arise in case
of continued improvement and operational performance
predictability, leading to adjusted debt/EBITDA decreasing
towards 2.0x and free cash flow/debt considerably above 10%,
consistent with a revised company leverage target. Negative
pressure could develop if adjusted debt/EBITDA rises on a
sustained basis above 3.5x, and/or free cash flow/debt stays
below 6%.

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

Founded in 1990, Sanitec is one of the largest European producers
of ceramics sanitaryware and bathroom fixtures. Sanitec operates
in 19 countries including Germany, the Benelux countries, the
Nordic countries, France, Italy, Poland and the United Kingdom,
with 11 ceramics production facilities and approximately 6,200
employees. The company generated approximately EUR702 million net
sales during the year ended 31 December 2013.

Sanitec was acquired by EQT in 2005 and in 2009 the company went
through a financial restructuring, following which Sanitec's
lenders received shared ownership with EQT and management.
Following an IPO in December 2013, EQT has now reduced its
ownership in Sanitec to 20%.



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CROWN EUROPEAN: S&P Rates EUR500MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating and '5' recovery rating to the proposed
EUR500 million senior unsecured notes due 2022 to be issued by
Crown European Holdings S.A., a wholly owned subsidiary of Crown
Holdings Inc. (Crown).  The '5' recovery rating indicates S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

All S&P's ratings on Crown and its subsidiaries, including the
'BB' corporate rating on Crown, remain unchanged.  The outlook
remains stable.

"The company plans to use proceeds of the notes offering to
redeem its existing EUR500 million of senior unsecured notes due
2018, and for related fees and expenses," said Standard & Poor's
credit analyst Liley Mehta.

S&P's 'BB' corporate credit rating on Crown Holdings Inc. is
based on its assessment of the company's "satisfactory" business
risk and "aggressive" financial risk profile.  All modifiers are
neutral for the rating.

RATINGS LIST

Crown Holdings Inc.
Corporate Credit Rating                        BB/Stable/--

New Ratings

Crown European Holdings S.A.
EUR500 Mil. Senior Unsecured Notes Due 2022    BB-
   Recovery Rating                              5



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PFLEIDERER GMBH: Moody's Assigns 'B3' CFR; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service, assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Pfleiderer GmbH.
Concurrently, Moody's assigned a provisional (P)Caa1 Rating
(LGD 4, 60%) to the planned EUR320 million senior secured notes
to be issued by Pfleiderer GmbH. The outlook on all ratings is
positive.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect the rating agency's credit
opinion regarding the transaction only. Upon a conclusive review
of the final documentation, Moody's will endeavor to assign
definitive ratings to the instruments mentioned above. A
definitive rating may differ from a provisional rating.

Ratings Rationale

The B3 Corporate Family Rating is supported by (1) the company's
solid market position in a concentrated market with a portfolio
that largely comprises products with a higher technological
content, such as laminated board or high pressure laminates, in
an elsewhere rather commoditized industry, (2) a well diversified
customer base with long-standing customer relationships, (3)
material profit improvements as a result of restructuring
measures taken since 2010, and (4) generally positive economic
fundamentals. At the same time, the ratings are constrained by
(1) the company's exposure to a cyclical industry with a customer
base that consists predominantly of producers in the furniture
industry, (2) history of high pricing pressure resulting from
overcapacity in the market, especially at times of cyclical
downturns, also taking into account relatively high capital
intensity, (3) somewhat limited geographic diversification with
dependency on markets in Germany and Poland and (4) high minority
interest and limited access to cash flow generated by the 65%
owned business unit Core East given the ringfenced nature of
financing arrangements in Core East.

Pfleiderer GmbH, headquartered in Neumarkt, Germany, is one of
the leading companies in the European wood-based panel industry,
with origins dating back to 1894. The company, which serves
customers in the construction and furniture industry, employs
more approximately 3,400 people and operates 8 production
facilities across Germany and Poland. Its product range includes
laminated/lacquered board (46 % of 2013 sales), high pressure
laminates/elements (16%) raw particleboard (15%), medium- and
high-density fibreboard (11%), and others (12%). Production and
distribution are split into two regional business units, which
are operationally and financially independent from each other:
Core West, which operates five plants in Germany and sales
offices in the UK, France, Belgium, Netherlands, Luxembourg and
Switzerland, generates about 64% of total revenues. Selected
Eastern European countries are covered by the business unit Core
East via a 65% holding in Pfleiderer Grajewo S.A., a company
listed on the Warsaw Stock Exchange. Pfleiderer Grajewo, which is
fully consolidated in the group's consolidated accounts, operates
three plants in Poland.

For the 12 month-period ending in March 2015, Moody's estimate
that liquidity needs of Pfleiderer Core West totalling EUR115
million are well covered by EUR33 million cash on hand,
approximately EUR70 million funds from operations to be generated
in the next four quarters and EUR20 million additional funding
from the ABS program as well as full availability under the new
EUR60 million revolving credit facility maturing in 2019. Moody's
note that this facility will be subject to customary maintenance
covenants set with initially sufficient headroom. In addition,
not considered in Moody's liquidity assessment, Core West
benefits from EUR14.6 million availability (as per March 31 2014)
under a EUR60 million ABS program.

For Core East, Moody's have identified liquidity sources of
approximately PLN 430 million (EUR105 million), comprising
primarily of EUR5 million cash on hand, EUR38 million funds from
operations to be generated in the next four quarters and a total
availability of EUR60 million under several bilateral credit
facilities maturing in June 2016/2018. These facilities are
subject to financial covenants (set with solid headroom) and
material adverse change language upon each drawing. These sources
are sufficient to cover liquidity needs for the next twelve
months estimated to reach EUR50 million. In line with the
treatment at Core West Moody's have not given credit for the
company's off-balance factoring programs totaling PLN245 million
(EUR59 million) with EUR14 million availability (as per
March 31, 2014).

Structural Considerations

In Moody's analysis of the capital structure, using pro-forma
data as of December 31, 2013, Moody's distinguish three layers of
debt: In Moody's view the lenders of Pfleiderer Grajewo are in an
advanced position compared to the lenders of Core West given the
low leverage within this ring-fenced sub-group, resulting in rank
#1 for EUR6 million senior financing, EUR 31 million project
financing, and for approximately EUR60 million availability under
bilateral credit facilities. On the same level Moody's rank the
EUR60 million super senior revolving credit facility in favor of
Pfleiderer Holzwerkstoffe GmbH and the group's EUR74 million
trade payables. One rank lower, on rank #2, Moody's see the
EUR320 million high yield bond issued by Pfleiderer GmbH, rated
(P)Caa1 (LGD 4, 60%). This instrument benefits from the same
collateral package as the revolver comprising of (i) upstream
guarantees and (ii) claims on all material assets of the
guarantors and the issuer initially representing on a
consolidated basis 83.4% of the total assets of the Core West
segment (55.4% of the total assets of the consolidated group),
however without the super-priority status. Finally, Moody's see
the group's unsecured liabilities comprising of EUR45 million
pension liabilities and EUR18 million lease rejection claims
positioned on rank #3 in the group's waterfall of debt.

The positive outlook indicates Moody's view that Pfleiderer may
qualify for a positive move of the rating over the next 12 -- 18
months, should the company be able to deliver on the cost
efficiency measures identified in the restructuring plan. Upward
pressure on the rating could develop if Pfleiderer is able to
sustainably lift its EBITA margin above 7.5% (2013: 5.8%). The
consideration of a positive move of the rating would also require
the company to generate stable positive free cash flow in excess
of EUR10 million, supporting a reduction of leverage towards 4.5x
Debt/EBITDA (all figures in this paragraph are as adjusted by
Moody's). Downward pressure could be exerted on the rating if
Pfleiderer's operating performance weakens indicated by EBITA
Margin approaching 5%, interest cover approaching 1.1x
EBITA/Interest expense, if Free Cash Flow turns negative or if
the company increases debt as a result of acquisitions or
shareholder distributions, such that its Debt/EBITDA exceeds
6.0x. A weakening in the company's liquidity could also exert
downward pressure on the rating (all figures in this paragraph
are as adjusted by Moody's).

The principal methodology used in this rating was the Global
Paper and Forest Products Industry published in October 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.


PROCREDIT HOLDING: Fitch Raises Rating on Tier 1 Secs. to 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded ProCredit Holding AG & Co. KGaA's
(PCH) Long-term foreign currency Issuer Default Rating (IDR) to
'BBB' from 'BBB-' and the Short-term foreign currency IDR to 'F2'
from 'F3'.  The Outlook is Stable.  At the same time, the agency
has upgraded the Long-term IDRs of PCH's subsidiary banks in
Bulgaria (PCB), and Romania (PCBR) to 'BBB-' from 'BB+'.

KEY RATING DRIVERS - PCH's IDRS AND SUPPORT RATING

The upgrade of PCH's IDRs is based on Fitch's view that the
group's core international financial institutions (IFI)
shareholders (end-2013: combined stake of almost 37%) remain
long-term, committed and strategic shareholders of the group,
notwithstanding the potential dilution of their stakes (albeit
without a loss of strategic control) through the KGaA structure.
This view has been reinforced by recent discussions between Fitch
and the core shareholders.  As a result of those meetings, and in
light of the core shareholders' long and cohesive track record of
support in respect of the group, Fitch's view of the propensity
and willingness of the core shareholders to provide support to
PCH in case of need has strengthened.

The upgrade of the Short-term IDR reflects the strong capacity of
the core shareholders to provide support, backed up by their
proven track record of providing liquidity and funding support to
date.

Fitch's view of support is based on the group's ownership,
effective corporate governance and the important and successful
developmental role it fulfils in advancing responsible financing
and small business lending in developing markets.  This mission
is in keeping with the developmental mandates of the core
shareholders.  Consequently, Fitch regards as high the likelihood
of pre-emptive capital support being made available to PCH from
core shareholders to absorb unexpected losses, and this underpins
the group's ratings.  The ability of the shareholders to provide
support is strong given the PCH group's small size and high
diversification of operations.

RATING SENSITIVITIES - PCH's IDRS AND SUPPORT RATING

A change in Fitch's view of the support available to PCH, for
example, due to the exit of one or more core shareholders, or a
change in their support stance, could be negative for PCH's IDRs.
However, the Stable Outlook reflects Fitch's view that the
propensity and ability of PCH's owners to provide support are
unlikely to change.

KEY RATING DRIVERS - PCH's VR

PCH's 'bb-' Viability Rating reflects the group's exposure to
difficult markets and the credit risks inherent in its
operations, given its focus on lending to small businesses.  As a
result, Fitch regards group capitalization as only moderate.  A
high double leverage ratio at the holding company level is also a
rating negative.

However, this is balanced by solid liquidity, risk management and
corporate governance across the group, underpinned by PCH's
consolidated group supervision by the German Banking Regulator
(BaFin).  Group performance also remains satisfactory, reflecting
wide margins and strict cost control, notwithstanding margin and
potential asset quality pressures, and a challenging operating
environment.  A high level of diversification by market, sector
and borrower also underpin the group's reasonable track record of
asset quality through the cycle.  PCH subsidiary banks' asset
quality also typically outperforms their bank peers.

RATING SENSITIVITIES - PCH's VR

Upside in PCH's VR could result from a significant improvement in
the double leverage ratio at the holding company level, increased
capital levels on a consolidated basis and an improvement in the
operating environments.  A marked deterioration in asset quality
and capitalization would be negative for the VR.

KEY RATING DRIVERS AND RATING SENSITIVITIES - TRUST PREFERRED
SECURITIES

PCH's TPS are notched from the IDR, reflecting Fitch's opinion
that potential support from PCH's shareholders also helps reduce
the non-performance of these instruments.  As such, their rating
is sensitive to any change in PCH's IDR.  Fitch notes that the
holders of the TPS largely consist of PCH's shareholders or
creditors, who typically share PCH's developmental goals.

The three notch difference between PCH's IDR and the rating of
the TPS consists of two notches for loss severity, to reflect the
deeply subordinated status for this instrument, and one notch for
non-performance, reflecting the terms and conditions of the notes
(notably the triggers for non-payment of the coupon).

KEY RATING DRIVERS: PCB & PCBR's IDRS AND SUPPORT RATING

The IDRs and Support Ratings of PCB and PCBR are driven by
potential support from its parent, PCH.  Their IDRs were upgraded
by one notch to 'BBB-', maintaining a one notch difference with
their parent, following the upgrade of PCH's IDR.

KEY RATING DRIVERS: PCB & PCBR's VRs

The VRs of PCB and PCBR reflect their small size and modest
capital levels, and, at PCBR, weaker internal capital generation.
The VRs also consider the banks' limited domestic franchises,
which hamper operating profitability from a lack of benefits of
scale.  At end-2013 PCBR and PCB accounted for only 0.4% and 1.6%
of total banking sector assets in Romania and Bulgaria,
respectively.

However, their VRs also reflect the banks' sound risk management
framework, asset quality that has outperformed their home sectors
through the cycle, granular retail funding and comfortable
liquidity buffers.  The quality and level of capital at PCB is
improving, following the introduction of CRDIV in Bulgaria in
January 2014.  The bank reported a Fitch Core Capital of 22% at
end-1Q14, due to both an increase in common equity Tier 1 capital
and the relief on risk-weighted assets on the predominantly SME
loan book.  PCBR's lower VR, relative to PCB's, reflects its
smaller franchise and scale, which results in lower efficiency
further dampening internal capital generation.  Capital at PCBR
is lower (Fitch Core Capital of 12% at end-2013), and only
adequate in Fitch's view, given the bank's growth plans and weak
internal capital generation.

RATING SENSITIVITIES: PCB's & PCBR's IDRs, SUPPORT RATINGS & VRs
Changes to PCH's IDR would trigger a similar action on the banks'
IDRs and Support Ratings.  Given the upgrade of PCH's IDR, a
further positive rating action is unlikely in the short- to
medium-term.  A weakening, in Fitch's view, of the support
available to the banks from PCH would also result in a downgrade
to the banks' IDRs and Support Ratings, although this is not
expected by Fitch at present.  Delayed or inadequate support is
likely to lead a downgrade of the banks' IDRs and Support
ratings.

Downside risks to PCB's VR would result from an unexpected and
material worsening of the operating environment, and a parallel
sharp deterioration in asset quality that puts pressure on
profitability and erodes capital.  Fitch views this as unlikely
in the short-term.

Positive pressure on PCBR's VR would depend on the bank building
a track record in generating stronger operating revenues and
improving efficiency, and thus building its internal capital
generation capacity.  This will depend on their ability to grow
the loan book in an operating environment that remains uncertain,
while maintaining sound asset quality, and conservative
provisioning and capital levels.  Downside risk to PCBR's VR may
stem from excessive growth putting pressure on capital levels and
limiting available buffers to absorb losses.

The rating actions are as follows:

PCH

  Long-term foreign currency IDR: upgraded to 'BBB' from 'BBB-';
  Outlook Stable

  Short-term foreign currency IDR: upgraded to 'F2' from 'F3'

  Viability Rating: affirmed at 'bb-'

  Support Rating: affirmed at '2'

  Tier 1 trust preferred securities (TPS): upgraded to 'BB' from
  'BB-'

PCB

  Long-term foreign currency IDR: upgraded to 'BBB-' from 'BB+';
  Outlook Stable

  Short-term foreign currency IDR: upgraded to 'F3' from 'B'

  Long-term local currency IDR: upgraded to 'BBB-' from 'BB+';
  Outlook Stable

  Short-term local currency IDR: upgraded to 'F3' from 'B'

  Viability Rating: affirmed at 'bb-'

  Support Rating: upgraded to '2' from '3'

PCBR

  Long-term foreign currency IDR: upgraded to 'BBB-' from 'BB+';
  Outlook Stable

  Short-term foreign currency IDR: upgraded to 'F3' from 'B'

  Long-term local currency IDR: upgraded to 'BBB-' from 'BB+';
  Outlook Stable

  Short-term local currency IDR: upgraded to 'F3' from 'B'

  Viability Rating: affirmed at 'b'

  Support Rating: upgraded to '2' from '3'


SAMVARDHANA MOTHERSON: S&P Assigns Preliminary 'BB+' CCR
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
long-term corporate credit rating to Germany-headquartered
automotive supplier Samvardhana Motherson Automotive Systems
Group B.V. (SMRP).  The outlook is stable.

S&P also assigned its preliminary 'BB+' issue rating to the
group's proposed senior secured notes.  The recovery rating on
these notes is '4', reflecting S&P's expectation of average (30%-
50%) recovery for noteholders in the event of a payment default.

The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation.  Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings.  If S&P do not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, S&P reserves the right to withdraw or revise
the ratings.

SMRP has announced plans to issue EUR500 million in senior
secured seven-year notes to refinance its capital structure.  As
a part of its refinancing plan, SMRP also intends to put in place
two revolving credit facilities (RCFs) worth a total of EUR175
million.

S&P bases the preliminary rating on SMRP on its expectation that
it will complete the proposed refinancing transaction as
presented to us.  S&P also factors into the preliminary rating
its assessment of SMRP's stand-alone credit profile (SACP) at
'bb' and our one-notch uplift from the SACP to reflect S&P's
higher group credit profile of 'bb+' for SMRP's parent, Motherson
Sumi Systems Limited's (MSSL).

SMRP is a global Tier-1 automotive component supplier, mainly to
large European automotive manufacturers.  The company is divided
into two divisions -- Samvardhana Motherson Reflectec (SMR) and
Samvardahana Motherson Peguform (SMP), acquired in March 2009 and
November 2011.  SMR is a leading manufacturer of automotive
exterior and interior mirror systems.  SMP makes polymer-based
automotive modules and specializes in interior and exterior car
components such as bumpers, instrument panels, and door panels.
In the fiscal year ended March 30, 2014, SMRP reported total
revenues of EUR2.8 billion.

SMRP's main shareholder -- with a 51% stake -- is MSSL (not
rated), with the remaining 49% held by Samvardhana Motherson
International Limited (not rated).  As a result of the
shareholder structure, S&P applies its group rating methodology
to determine the preliminary issuer credit rating on SMRP.  Under
S&P's criteria, it classifies SMRP as a "core" entity of MSSL.
S&P based this classification on its view that SMRP is unlikely
to be sold, has MSSL's long-term commitment, constitutes a
significant proportion of the consolidated MSSL group, and shares
a brand with the main group.  Given that S&P's requirements for
SMRP's treatment as a "core" entity are satisfied, the rating on
SMRP is equal to S&P's 'bb+' group credit profile for MSSL.

"Our assessment of SMRP's SACP at 'bb' reflects our assessment of
its business risk profile assessment as "fair" and its financial
risk profile as "significant."  The business risk profile
assessment is supported by SMRP's solid market positions for
mirror systems, bumpers, door, and instrument panels,
longstanding relationships with car manufacturers, and existing
order backlog for different automotive platforms. These strengths
are offset by high customer concentration--SMRP generates about
60% of revenues with German carmaker Volkswagen group--and a low
share of after-market business," S&P said.

Under S&P's base case for SMRP, it assumes:

   -- Single-digit percentage revenue growth in fiscal years 2015
      and 2016.

   -- Revenue growth is closely tied to global light vehicle
      production schedules of various auto manufacturers.

   -- An EBITDA margin of about 7% in the same period.

   -- Significant capital expenditures (capex) of about EUR200
      million in the same period, primarily related to
      expansionary capex.

   -- Present value of operating lease obligations, discounted at
      7%, added to debt of EUR37 million under S&P's adjustments.

   -- Tax-effected pension obligations of EUR7 million and EUR140
      million sale of receivables are treated as debt-like under
      S&P's criteria.

Based on these assumptions, S&P arrives at the following credit
measures in fiscal years 2015 and 2016 for SMRP:

   -- Funds from operations (FFO) to debt of about 20%, and

   -- Debt to EBITDA of about 3.0x.

The stable outlook on SMRP reflects S&P's view that its operating
performance will remain resilient in the coming years, with
stable operating profitability.  S&P expects that this will lead
to stable credit metrics, with FFO to debt of about 20% and debt
to EBITDA of about 3x.

An upgrade of SMRP is unlikely in the next few years, in S&P's
view, unless it revises upward its assessment of MSSL's GCP.  S&P
would raise its GCP on MSSL by one notch if it revised its
assessment of its the financial risk profile upward.  Given that
SMRP constitutes a significant part of MSSL's overall financial
performance and S&P's base-case expectations for SMRP, it do not
envisage any such improvement of financials and a higher GCP for
MSSL in the next few years.

A significant weakening of SMRP's credit metrics may put pressure
on the ratings.  However, S&P is unlikely to lower the ratings on
SMRP as a result of weakening credit metrics, provided the
declines are offset by the resilient performance of MSSL's other
activities.  This is because S&P would factor additional parent
support from MSSL into the ratings.  Any negative change in the
GCP on MSSL could negatively influence the rating on SMRP.

Rating pressure might also arise if S&P was to reassess SMRP's
"core" status with the MSSL group, which could occur, for
example, if MSSL sold some of its SMRP shares, ultimately
resulting in MSSL no longer having a controlling stake in SMRP.
Any loss of business from the Volkswagen group -- on which SMRP
relies heavily -- could have significantly negative implications
for SMRP.



=============
I R E L A N D
=============


MERCATOR CLO: Moody's Raises Rating on Cl. B-2 Notes to 'B2'
-----------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on the following classes of notes issued by Mercator CLO
III Limited:

  EUR199.5M (current balance EUR119.1M) Class A-1 Senior Secured
  Floating Rate Notes due 2024, Affirmed Aaa (sf); previously on
  Aug 16, 2011 Upgraded to Aaa (sf)

  EUR31.5M Class A-2 Senior Secured Floating Rate Notes due 2024,
  Upgraded to Aa1 (sf); previously on Aug 16, 2011 Upgraded to
  A1(sf)

  EUR18M Class A-3 Deferrable Senior Secured Floating Rate Notes
  due 2024, Upgraded to A2 (sf); previously on Aug 16, 2011
  Upgraded to Baa2 (sf)

  EUR18M Class B-1 Deferrable Senior Secured Floating Rate Notes
  due 2024, Upgraded to Ba1 (sf); previously on Aug 16, 2011
  Upgraded to Ba2 (sf)

  EUR10.9M (current balance EUR10.4M) Class B-2 Deferrable Senior
  Secured Floating Rate Notes due 2024, Upgraded to B2 (sf);
  previously on Aug 16, 2011 Upgraded to Caa1 (sf)

Mercator CLO III Limited, issued in August 2007, is a multi-
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European loans. It is
predominantly composed of senior secured loans. The portfolio is
managed by NAC Management (Cayman) Limited, and this transaction
ended its reinvestment period on 15 October 2013.

The issued liabilities are denominated in EUR, whereas the assets
are denominated in EUR and GBP, with the GBP assets hedged by a
macro swap which has been modelled in Moody's analysis.

Ratings Rationale

According to Moody's, the upgrades of the notes result from (i)
the significant deleveraging of the Class A-1 notes and the
subsequent increase in the overcollateralization ratios ("OC
ratios") of the rated notes, and (ii) the benefit of modelling
actual credit metrics following the expiry of the reinvestment
period. Class A-1 has paid down by EUR48.6 million (24.4% of its
closing balance) since October 2013.

As a result, the OC ratios for all classes of notes have
increased in the last six months. As per the latest trustee
report dated April 2014, the Class A-2, Class A-3, Class B-1 and
Class B-2 overcollateralization ratios are reported at 140.41%,
125.42%, 113.32% and 107.32%, respectively, compared to 129.88%,
119.12%, 110.00% and 105.25% six months ago.

In consideration of the reinvestment restrictions applicable
during the amortization period, and therefore the limited ability
to effect significant changes to the current collateral pool,
Moody's analyzed the deal assuming a higher likelihood that the
collateral pool characteristics will continue to maintain a
positive buffer relative to certain covenant requirements. In
particular, the deal is assumed to benefit from a shorter
amortization profile and higher spread levels compared to the
levels assumed prior to the end of the reinvestment period.

The credit quality of the collateral pool has remained steady as
reflected in the average credit rating of the portfolio (measured
by the weighted average rating factor, or WARF). As of the
trustee's April 2014 report, the WARF was 2877, compared with
2787 in October 2013. The reported diversity score reduced to 30
in April 2014 from 34 six months ago.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having
(a) an EUR pool with performing par and principal proceeds
balance of EUR161.6 million, and defaulted par of EUR7.4 million
and (b) a GBP pool with performing par and principal proceeds of
GBP31.3 million, a weighted average default probability of 20.6%
(consistent with a WARF of 2993 over a weighted average life of
4.2 years), a weighted average recovery rate upon default of
47.5% for a Aaa liability target rating, a diversity score of 27
and a weighted average spread of 4.1%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 92.9% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the non first-lien loan corporate assets would recover 15%. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics
of the collateral pool into its cash flow model analysis,
subjecting them to stresses as a function of the target rating of
each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

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

Factors that would lead to an Upgrade or Downgrade of the Rating:

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
5.0% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 3250
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, in light of uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

2) Around 35.3% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.



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


ALITALIA SPA: Etihad to Take 49% Stake Under Rescue Deal
--------------------------------------------------------
Andy Sharman at The Financial Times reports that Alitalia SpA has
reached an agreement with fast-growing Gulf rival Etihad on a
deal that would give the Middle Eastern group a 49% stake and
stave off a second bankruptcy for the Italian flag-carrier.

In a joint statement on Wednesday, the companies said they had
agreed "principal terms" on a transaction, though no financial
details were disclosed, the FT relates.  The stake in lossmaking
Alitalia, which almost went bankrupt before being bailed out by
the government last year, is thought to be worth about EUR560
million, the FT says.

The deal, if successful, would give Alitalia a much-needed
financial boost as well as broaden Etihad's ambitious plans for a
new global alliance of airlines in Europe and the Asia-Pacific
region, the FT states.

Alitalia and Etihad, as cited by the FT, said: "The airlines will
now move to finalize the transactional documents, that will
include the agreed upon conditions, as soon as possible."

Those conditions have been a continual sticking point for the
Etihad deal -- including plans to cut up to a quarter of the
Italian carrier's 12,000 staff, the FT discloses.

Alitalia was forced to seek a partnership with Etihad after talks
with Air France-KLM stalled over cost cuts and how to deal with
the Italian airline's debt load, the FT recounts.

The carrier has been lossmaking for years and is in the process
of cutting thousands of jobs as its domestic market comes under
attack from low-cost carriers and global operators including
Emirates -- Etihad's Gulf-based rival -- which services Milan,
the FT relays.

                         About Alitalia

Alitalia-Compagnia Aerea Italiana has navigated its way through
a successful restructuring.  After filing for bankruptcy
protection in 2008, Alitalia found additional investors, acquired
rival airline Air One, and re-emerged as Italy's leading airline
in early 2009.  Operating a fleet of about 150 aircraft, the
airline now serves more than 75 national and international
destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice,
Naples, and Catania.  Alitalia extends its network as a member of
the SkyTeam code-sharing and marketing alliance, which also
includes Air France, Delta Air Lines, and KLM.  An Italian
investor group owns a majority of the company, while Air France-
KLM owns 25%.


NTV: Denies Bankruptcy Rumors; Set to Hold Board Meeting
--------------------------------------------------------
ANSA reports that NTV CEO and President Antonello Perricone said
Tuesday the Italian high-speed train operator "is suffering
financially," but its debt "is nothing to worry about" and
stressed its increasing popularity.

Speaking before the House transportation committee, Mr. Perricone
denied possible bankruptcy reports, saying NTV's Italo service, a
competitor to the FS State railway, counted 6.2 million
passengers in 2013, over three times higher than 2012, its
inaugural year, ANSA relates.  "We'll soon hold a board meeting
to discuss finances," ANSA quotes Mr. Perricone as saying.

NTV, Europe's first private open-access high-speed rail operator,
is a joint-venture that includes among its shareholders Ferrari
Chairman Luca Cordero di Montezemolo, Tod's owner Diego Della
Valle, Italian bank Intesa Sanpaolo and French national railways
group SNCF, ANSA discloses.

Mr. Montezemolo denied reports that Italo is heading for
bankruptcy but admitted it must "work on its debt," ANSA says,
citing the FT.


WIND TELECOMUNICAZIONI: Fitch Lowers IDR to 'B+'; Outlook Stable
----------------------------------------------------------------
Fitch Ratings downgraded Wind Telecomunicazioni S.p.A's Issuer
Default Rating (IDR) to 'B+' from 'BB-' and assigned a Stable
Outlook.  Wind's instrument ratings were also downgraded by one
notch.

At the same time Fitch has assigned expected 'BB-
(EXP)'/'RR2(EXP)' ratings to Wind's proposed EUR500 million
floating-rate notes due 2020 and EUR3,565 million equivalent
senior secured notes due 2020.  The notes are to be issued by
Wind Acquisition Finance S.A and guaranteed by Wind.  The
assignment of the final ratings is contingent on the receipt of
final documents materially conforming to information already
reviewed.

The proposed instruments will effectively be senior secured
obligations of Wind, benefiting from largely the same security
package and covenants as Wind's other secured debt.  The new
issue proceeds will be used to refinance part of the outstanding
secured debt.  As the amount of secured and unsecured debt is
likely to remain stable, Fitch does not expect a significant
change in recovery rates for secured and unsecured creditors post
the transaction.

The transaction will improve Wind's liquidity profile by
extending its debt maturity profile, and cash flows through lower
interest payments.  However, the significant amount of one-off
costs related to the refinancing transactions combined with weak
EBITDA performance mean that leverage is likely to trend above
our net debt/EBITDA threshold of 5.5x by end-2014, with limited
de-leveraging over the medium-term.  This risk is reflected in
today's downgrade.

On a standalone basis, WIND's rating corresponds to a 'B' level
with a Stable Outlook; this is uplifted by one notch for
potential parental support.  WIND is the number-three mobile
operator in Italy having a strong operating track record of
consistently outperforming its larger peers.  Wind held an
approximately 24% subscriber mobile market share and was the
second-largest alternative fixed-line/broadband provider with an
approximately 16% subscriber market share at end-1Q14.

KEY RATING DRIVERS

Challenging Operating Environment, Intense Competition

The Italian mobile market remains under heavy pressure, with all
large mobile operators reporting significant telecoms service
revenue declines in yoy terms.  Fitch believes that further
pressures are likely to continue, driven by the impact of a price
war, intense competition and a weak economic environment.

Although the price war unleashed in 2Q13 has ended with key
players refraining from launching new aggressive tariff plans,
the negative impact may linger as customers continue to migrate
from legacy pricey tariff plans.  However, the negative impact of
mobile termination rate (MTR) cuts should abate from 2H14 as the
last cut was made in July 2013 and its yoy impact would disappear
from July 2014.  However, because the brunt of these cuts was
primarily felt in 2012-2013, with the latest cut in July 2013
being fairly modest, the expected respite will therefore be
small. Wind's MTR rate was cut by only EUR0.72 per minute,
compared with EUR1.80 in January 2013 and EUR2.80 in July 2012.

Customers remain cost-sensitive in Italy's challenging economy.
Unemployment remains high above 12%, and Fitch expects it to peak
in 2014, before moderately declining to 12.2% in 2015.

Fitch believes Wind will continue to outperform its key
competitors in subscriber figures; however, this is unlikely to
translate into stronger revenue and EBITDA trends.  To a large
extent, Wind's outperformance was driven by its price advantage
over peers, which has now waned.  Its reported average revenue
per user (ARPU) was only 5% lower than its closest peer Telecom
Italia SpA in 1Q14, compared with 8% at end-2012, 15% at end-2010
and 23% at end-2006.  In absolute terms, ARPU difference with
Telecom Italia is only equal to EUR0.60, and while customers are
still cost-conscious price is becoming less of a differentiator
among telecom service providers.  In future, Wind may have to
increasingly rely on other factors such as advertising and
customer service to maintain customer satisfaction, but may also
have to make significant network investments to keep parity with
peers.

Network quality and bundling flexibility are likely to be become
stronger competitive factors in the medium term, and Wind is
weaker-positioned than its peers on this front.  Italy has, so
far, been spared from aggressive bundled competition.  However,
Telecom Italia's strategy suggests a wider use of quad-offers,
which, in our view, may lead to a renewed round of price
competition on a wider range of services and potential subscriber
defections from providers that are unable to offer a competitive
quad package as evidenced in Spain and France.

Wind is currently lagging its key peers in terms of LTE coverage.
Although LTE has not yet become a key competitive factor in
Italy, providing Wind with some timing flexibility, the operator
can hardly sustain a long lag behind peers without a negative
impact on its competitiveness.  With both Telecom Italia and
Vodafone making substantial investments in LTE roll-out, Wind may
be forced to catch up on capex, in turn putting pressure on its
cash flows.

High Leverage, Limited Deleveraging Capacity

Fitch expects Wind's net debt/EBITDA to exceed 5.5x by end-2014
and remain at above this level for the next two to three years.
This is driven by continuing EBITDA erosion and one-off
refinancing costs in 2014, including call premiums.  Wind's
refinancing so far in 2014 has resulted in significant interest
savings albeit at a cost of substantial one-off expenses.  Fitch
estimates that it would take more than three years of incremental
interest savings to pay off the additional debt from refinancing,
diluting the immediate positive impact of lower interest payments
on leverage.

Deleveraging is likely to be slow.  At above 5.5x net
debt/EBITDA, Wind's leverage is sensitive to even minor EBITDA
pressures.  Fitch expects the company's free cash flow (FCF) to
remain positive in the medium-term but modest in absolute terms
on average with less than EUR250 million per annum available for
debt reduction in 2015-2017.

A planned tower sale is likely to be largely neutral for
leverage. Tower sale proceeds would be positive for net debt but
would also lead to higher lease payments.  Under Fitch's
methodology, long-term leases are typically capitalized at 8x,
increasing adjusted debt and leverage.  As a result, unadjusted
leverage metrics would slightly improve while lease-adjusted
metrics are likely to worsen.

Shareholder Support Positive but Limited

Wind's ratings benefit from potential support from its sole
ultimate shareholder, Vimpelcom Ltd., whose credit profile
remains significantly stronger than Wind's.  However, Fitch
believes that a further rise in Wind's leverage may diminish
Vimpelcom's propensity to provide support for Wind.  An increase
in leverage to above 6x net debt/EBITDA will no longer likely be
consistent with expectations of any parental support.

So far Vimpelcom's support has been modest.  A EUR500 million
cash contribution in conjunction with PIK-notes refinancing in
1H14 has been insufficient to materially reduce Wind's leverage,
given its limited size relative to Wind's total debt of
approximately EUR10 billion.  Vimpelcom has not committed itself
to any additional support.

No Short-Term Refinancing Risks

Wind does not face any material refinancing risks until 2017 when
the un-extended portion of a term loan becomes due.  Post-
refinancing, the maturity profile is expected to improve as no
significant debt repayment will be due before 2019.

RATING SENSITIVITIES

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

   -- A deterioration in leverage beyond 6x net debt/EBITDA
      and/or funds from operations (FFO) adjusted net leverage
      sustainably above 6.5x

   -- Continuing operating and financial pressures leading to
      negative FCF generation

Positive: Future developments that may individually or
collectively lead to positive rating action include

   -- Tangible parental support such as equity contribution or
      debt refinancing via intercompany loans leading to a
      material reduction in Wind's leverage

   -- Net debt/EBITDA sustainably below 5.5x and FFO adjusted net
      leverage sustainably below 6x

   -- Stabilization of operating and financial performance
      resulting in stronger and less volatile FCF generation

The rating actions are as follows:

  Long-term IDR: downgraded to 'B+' from 'BB-'; Stable Outlook

  Short-term IDR: affirmed at 'B'

  WIND's senior credit facilities: downgraded to 'BB-' from 'BB',
  assigned 'RR2' Recovery Rating

  Senior secured 2018 notes issued by WIND Acquisition Finance
  S.A.: downgraded to 'BB- from 'BB', assigned 'RR2' Recovery
  Rating

  Senior secured 2020 notes issued by WIND Acquisition Finance
  S.A.: downgraded to 'BB-' from 'BB', assigned 'RR2' Recovery
  Rating

  Senior secured 2019 floating notes issued by WIND Acquisition
  Finance S.A.: downgraded to 'BB- from 'BB', assigned 'RR2'
  Recovery Rating

  Senior 2017 notes issued by WIND Acquisition Finance S.A.:
  downgraded to 'B-' from 'B', assigned 'RR5' Recovery Rating



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


ALZETTE EUROPEAN: S&P Lowers Ratings on 3 Note Classes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Alzette European CLO S.A.

Specifically, S&P has:

   -- withdrawn its ratings on the class A-1, A-2, A-3, and A-4
      notes;

   -- raised its ratings on the class B and C notes; and

   -- lowered S&P's ratings on the class D-1, D-2, E-1, E-2, and
      E-3 notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the May 30, 2014 monthly report
and the June 16, 2014 payment date report, as well as the
application of S&P's relevant criteria.

This is a multi-currency transaction, which is in its
amortization phase.  Its reinvestment period ended on Dec. 14,
2010.  Since S&P's July 18, 2012 review, the class A-1, A-2, A-3,
and A-4 notes have fully repaid, while the class B notes'
remaining principal amount is 31% of its initial amount.

The class E-1, E-2, and E-3 notes continued to repay, using up to
35% of excess interest proceeds that would otherwise be paid to
subordinated noteholders.  These classes of notes' outstanding
principal balances are each about 21.7% of their initial
balances.

As a result of amortization, the available credit enhancement for
all rated classes of notes has increased since S&P's 2012 review.

As the portfolio has continued to amortize, obligor concentration
has increased.  The portfolio now comprises 42 performing
obligors, with exposures ranging from 0.04% to 9.62% of the
portfolio (excluding cash and defaulted assets).  At S&P's
July 2012 review, the portfolio comprised 155 performing
obligors, with exposures ranging from 0.01% to 3.37%.
Approximately 17.7% of the assets are U.S. dollar-denominated,
3.7% are British pound sterling-denominated, and the rest are
euro-denominated, according to the May 30, 2014 monthly report.

The proportion of defaulted assets (obligors rated 'CC', 'SD'
[selective defaults], or 'D') has increased to 10.3% from 1.4%,
and 'CCC' rated assets (debt obligations of obligors rated
'CCC+', 'CCC', and 'CCC-') have decreased to 6.8% from 12.2%
since S&P's 2012 review.

Increased obligor concentration levels, in conjunction with a
largely unchanged portfolio weighted-average life, have resulted
in an increase in the scenario default rates (SDRs) across rating
levels.

The SDRs represent the stressed level of cumulative asset
defaults commensurate, in S&P's view, with economic stresses
assumed at different rating levels.  The SDRs at a given rating
level increase or decrease with changes in the underlying
collateral characteristics of the portfolio, including changes in
obligor ratings and maturity composition, issuer, industry, and
country concentrations.

All classes of notes continue to pass their overcollateralization
tests.  The portfolio also includes EUR2.87 million of structured
finance assets, for which S&P has applied S&P's criteria for
rating collateralized debt obligations (CDOs) of asset-backed
securities.

In addition, exposure to obligors based in countries rated below
'A-' is 16.2% of the aggregate collateral balance (including cash
and recoveries on defaulted assets).  In accordance with S&P's
nonsovereign ratings criteria, it has reduced the performing
asset balance for the purpose of its analysis at the 'AAA' and
'AA+' rating levels.

The portfolio's reported weighted-average spread has increased to
4.44% from 3.73% since S&P's July 2012 review.  However, in
scenarios above S&P's original ratings on the notes, it has
assumed that the portfolio paid a covenanted weighted-average
spread of 2.80%, instead of the reported weighted-average spread.

"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, based on our stress assumptions, that a tranche
can withstand and still fully repay the noteholders.  We used the
portfolio balance that we consider to be performing, the reported
weighted-average spread, and the weighted-average recovery rates
that we calculated in line with our 2009 corporate CDO criteria.
We applied various cash flow stress scenarios using our standard
default patterns and timings for each rating category assumed for
each class of notes, combined with different interest rate stress
scenarios, as outlined in our criteria. We also applied high and
low correlation and lower recovery sensitivity tests to the notes
at each rating level," S&P said.

"We performed our supplemental tests under our 2009 corporate CDO
criteria, which are intended to address both event risk and model
risk.  These tests assess whether a CDO tranche has sufficient
credit enhancement (not counting excess spread) to withstand
specified combinations of underlying asset defaults based on the
ratings on the underlying assets, with a predefined recovery
rate," S&P added.

S&P's ratings on the class A-1, A-2, A-4, and B notes address the
timely payment of interest and ultimate payment of principal.
S&P's ratings on the class C, D-1, D-2, E-1, E-2, and E-3 notes
address the ultimate payment of principal and interest.  S&P's
ratings on the class A-3 and D-2 notes address the ultimate
payment of principal.

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

S&P's ratings on the class D-1, D-2, E-1, E-2, and E-3 notes are
constrained by the application of the largest obligor default
test, which is one of S&P's supplemental tests.  S&P has
therefore lowered to 'B+ (sf)' from 'BB- (sf)' its ratings on the
class D-1 and D-2 notes, and lowered to 'B- (sf)' from 'B+ (sf)'
its ratings on the class E-1, E-2, and E-3 notes.

At the same time, S&P has withdrawn its 'AAA (sf)' ratings on the
class A-1, A-2, A-3, and A-4 notes as these classes of notes
fully repaid on the June 16, 2014 interest payment date.

Alzette European CLO is a collateralized loan obligation (CLO)
transaction that securitizes loans to primarily European
speculative-grade corporate firms.  The transaction closed in
December 2004, and 3i Debt Management Investments Ltd. manages
it.

RATINGS LIST

Class        Rating            Rating
             To                From

Alzette European CLO S.A.
EUR261.54 Million and US$80.58 Million Fixed-
and Floating-Rate Notes

Ratings Withdrawn

A-1          NR                AAA (sf)
A-2          NR                AAA (sf)
A-3          NR                AAA (sf)
A-4          NR                AAA (sf)

Ratings Raised

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

Ratings Lowered

D-1          B+ (sf)           BB- (sf)
D-2          B+ (sf)           BB- (sf)
E-1          B- (sf)           B+ (sf)
E-2          B- (sf)           B+ (sf)
E-3          B- (sf)           B+ (sf)

NR-Not rated.


ARDAGH PACKAGING: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) of
Ardagh Packaging Group Ltd.

Moody's also affirmed the Ba3 ratings on the company's Senior
Secured Notes, Ba3 ratings on the Senior Secured bank facilities
and Caa1 ratings on the Senior Unsecured Notes.

Concurrently, Moody's has assigned a (P)Ba3 rating to the new
USD1,110 million First Priority Senior Secured Floating Rate
Notes due 2019, a (P)Ba3 rating to the new EUR1,155 million First
Priority Senior Secured Notes due 2022 and (P)Caa1 rating to the
new USD440 million Senior Notes due 2021. Moody's further
assigned a definitive Caa2 rating to the PIK notes.

The proceeds of the issuance will be used to refinance the First
Priority Senior Secured Notes due 2017 (EUR and USD), the Senior
Notes (EUR) also due 2017 and the USD500 million and EUR130
million tranches of the Senior Secured Term Loan B due 2019.

Once the refinancing is complete, Moody's will withdraw the Ba3
rating on the existing First Priority Senior Secured Notes and
the Caa1 rating on the Senior Notes.

The outlook on all ratings remains stable.

Moody's issues provisional ratings in advance of the final sale
of securities. Upon a conclusive review of the final
documentation, Moody's will endeavor to assign a definitive
ratings to the new Senior Secured Floating Rate Notes and new
Senior Unsecured Notes. A definitive rating may differ from a
provisional rating.

Ratings Rationale

Moody's views the company's planned refinancing of EUR2,645
million (USD3,623 million) existing First Priority Senior Secured
Notes due 2017, the Senior Notes due 2017 and the USD500 million
and EUR130 million tranches of the Senior Secured Term Loan B due
2019 as a credit positive. As part of the refinancing the full
net proceeds from the disposal of the Anchor business in the US
(approximately USD480 million), will be applied in debt
reduction. The refinancing will extend the debt maturity profile
with the earliest debt repayment due in 2019 and better position
the company to achieve its planned IPO in the US during the
second half of 2015.

The reduction in gross debt will result in a 0.3x reduction in
reported gross leverage from 6.8x to 6.5x and forecasted Moody's
adjusted leverage from 7.4x to 7.0x as at FY 2014. The
anticipated lower coupon will save the business around EUR50
million p.a. in interest costs. This is in addition to the
reduction in interest from applying the Anchor disposal proceeds,
i.e., approximately EUR25 million per annum. After taking the
early repayment penalties into account the payback period for the
company will be close to 1.3 years.

This refinancing follows the recently announced completion of the
acquisition of Veralia North America (VNA) from Compagnie de
Saint-Gobain, which Moody's also views as credit positive for
Ardagh, positioning the company as a leading glass container
manufacturer in the US and providing the opportunity to drive
significant synergies for the overall business.

Moody's is cautiously optimistic over the progress and plans for
profit improvement in Ardagh's European metals business, which
currently comprises around 30% of the group and materially
underperformed Moody's expectations for 2013. However, Moody's
recognizes the company is implementing an incremental profit
improvement plan and against the background of signs of a
gradually recovering European metals market, the rating agency
forecasts an improvement in margins from this business over 2014-
16.

Ardagh's financial metrics remain weak for the B3 rating
category. Moody's expects that adjusted debt/EBITDA will remain
above 6.5x through 2014, even after utilizing the proceeds from
the disposal of the Anchor business to prepay debt. Additionally,
Moody's expects free cash flow to remain limited until 2015, with
a continued high level of investment capex on the group's
development initiatives as projects move to completion in late
2014.

Moody's expects that the company's liquidity profile will remain
adequate to meet its near-term funding requirements. Ardagh had
EUR192 million cash available on balance sheet as at 31 March
2014 and EUR252 million available under securitization and
guarantee lines. The group's liquidity profile is further
supported by the fact that as a result of the current refinancing
it will have no material debt maturities before 2019 (from 2017).

The three notch uplift of the senior secured debt over the CFR
reflects the material debt cushion provided by the unsecured
notes and PIK notes, which in turn are rated one and two notches
respectively below the CFR, reflecting the effective
subordination relative to the sizeable amount of senior secured
debt that ranks ahead.

Rationale For The Stable Outlook

The stable outlook reflects Moody's view that Ardagh will (1)
stabilize its European metal business in 2014 and improve its
operating profitability; and (2) enter into no more debt-financed
M&A activity until operational stability has been achieved in its
existing business, with VNA being integrated into the overall
business.

What Could Change The Rating -- Up/Down

The ratings could come under negative pressure in 2014 if Ardagh
is not able to (1) demonstrate continued improvements in
profitability in the European metals business; (2) generate
positive free cash flow or; (3) reduce Moody's adjusted
debt/EBITDA towards 6.5x.

Given Ardagh's current weak positioning in the B3 category,
Moody's does not see any near-term upward pressure on the
company's ratings. However, the ratings could come under positive
pressure should Ardagh reduce Moody's adjusted debt/EBITDA below
6.0x and maintain sustained positive free cash flow generation.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Ardagh Packaging Group, registered in Luxembourg, is a leading
supplier of glass and metal containers. Pro forma for the
acquisition of Verallia North America and the divestment of six
former Anchor Glass plants, the company generated sales of about
EUR4.8 billion in 2013.

Affected Ratings:

Assignments:

Issuer: Ardagh Finance Holdings S.A.

Senior Unsecured Regular Bond/Debenture, Assigned Caa2

Issuer: Ardagh Packaging Finance plc

Senior Unsecured Regular Bond/Debenture, Assigned (P)Caa1

Senior Secured Regular Bond/Debenture, Assigned (P)Ba3

Outlook Actions:

Issuer: Ardagh Finance Holdings S.A.

Outlook, Remains Stable

Issuer: Ardagh Glass Finance plc

Outlook, Remains Stable

Issuer: Ardagh Holdings USA Inc.

Outlook, Remains Stable

Issuer: Ardagh Packaging Finance plc

Outlook, Remains Stable

Issuer: Ardagh Packaging Group Ltd

Outlook, Remains Stable

Affirmations:

Issuer: Ardagh Packaging Group Ltd

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Issuer: Ardagh Glass Finance plc

Senior Subordinated Regular Bond/Debenture, Affirmed Caa1

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: Ardagh Holdings USA Inc.

Senior Secured Bank Credit Facility, Affirmed Ba3

Issuer: Ardagh Packaging Finance plc

Senior Secured Regular Bond/Debenture, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Withdrawals:

Issuer: ARD Finance S.A.

Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Withdrawn,
previously rated Caa2



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


CARLSON WAGONLIT: S&P Affirms 'B+' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Netherlands-based business travel
management company Carlson Wagonlit B.V. (CWT).  The outlook is
stable.

S&P also assigned its 'B+' long-term corporate credit rating to
Carlson Travel Holdings, Inc., CWT's indirect parent company.  In
addition, S&P assigned its 'B-' issue rating and '6' recovery
rating to the proposed US$360 million unsecured payment-in-kind
(PIK) toggle notes due 2019 issued by Carlson Travel Holdings.

The affirmation reflects S&P's view that CWT's credit metrics
should remain commensurate with our "aggressive" financial risk
profile, albeit at the low end of the category, despite the
significant leverage increase resulting from the transaction.
S&P expects adjusted gross debt-to-EBITDA to approach 5x in 2014,
up from about 4.4x in 2013.  S&P's assessment of CWT's business
risk profile as "weak" remains unchanged, and S&P understands
that the zroup's strategy, top management, and financial policy
will also remain broadly unchanged after the completion of the
transaction.

The increase in debt stemming from the proposed US$360 million
toggle notes will be partly mitigated by about US$50 million in
opportunistic debt buybacks of the company's existing senior
secured notes due 2019.  S&P understands that CWT will use cash
on its balance sheet, which stood at about US$200 million at the
end of 2013, to fund these buybacks, which we view as supportive
from a financial profile and financial policy standpoint.

In addition, S&P believes that CWT's currently significant cash
balances are unlikely to significantly shrink over the next
couple of years, as permitted payments under the existing senior
secured notes will limit CWT's ability to upstream dividends over
the annual amount necessary to pay the toggle notes' interest at
the Carlton Travel Holdings level.  Furthermore, S&P believes
mergers and acquisitions activity is likely to continue focusing
on fill-in acquisitions, and to be moderate compared with the
size of the group's cash balance.  S&P understands that the
completion of the acquisition by Carlson Group of the 45% in CWT
it doesn't already own is expected to close in July 2014, subject
to certain customary closing conditions.

"The stable outlook reflects our belief that, based on our
expectations of an improvement in global GDP growth in 2014 and
improving prospects for U.S. business travel at corporate and
government clients, CWT should be able to grow its nominal EBITDA
in the double digits in 2014, with continued nominal growth in
2015.  Such earnings growth would enable CWT to maintain, despite
the sharp increase in leverage, a Standard & Poor's-adjusted
debt-to-EBITDA ratio of just under 5x, and an adjusted FFO to
cash interest coverage ratio of about 3x over the next 12 to 18
months. We would view such ratios, together with the maintenance
of sound free operating cash flow (FOCF), as commensurate with
the current ratings," S&P said.

S&P could lower the ratings if the company's Standard & Poor's-
adjusted FFO-to-cash-interest coverage was to approach 2.5x, or
if adjusted debt to EBITDA consistently increased to 5x or
higher.  S&P could also lower the ratings if FOCF generation was
to significantly weaken or turn negative.

Ratings upside is limited in the next 12 months, in S&P's view.
However, S&P would consider a positive rating action if a
significant improvement in operating conditions led to adjusted
debt to EBITDA of sustainably less than 4x and adjusted FFO to
debt increased to 20% on a sustainable basis.  An upgrade would
also have to reflect S&P's belief that management was committed
to a prudent and articulated financial policy to maintain these
ratios at such levels, and result in sustained positive
discretionary cash flow generation.


NIELSEN FINANCE: Moody's Rates US$800MM Sr. Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned B1 to the proposed US$800
million tack-on to the existing 5% senior unsecured notes due
2022 issued by Nielsen Finance LLC, an indirect subsidiary of
Nielsen N.V. ("Nielsen"). Proceeds from the new notes will be
used to refinance the existing 7.75% senior unsecured notes due
2018. Reduced pricing will provide estimated savings of US$22
million in annual interest expense. All other ratings including
the Ba3 Corporate Family Rating and Ba3-PD Probability of Default
Rating as well as the positive outlook are unchanged.

Assigned:

Issuer: Nielsen Finance LLC

  NEW $800 million Senior Unsecured Notes: Assigned B1,
  LGD5-80%

To be withdrawn upon redemption or completion of the tender:

Issuer: Nielsen Finance LLC

  EXISTING 7.75% Senior Unsecured Notes due 2018 (US$802 million
  outstanding): B1, LGD5 -- 80%

Ratings Rationale

Nielsen's Ba3 Corporate Family Rating reflects Moody's view that
the company will maintain its leading international positions in
the measurement and analysis of consumer purchasing behavior as
well as in providing media and marketing information given
protection from high entry barriers. Revenue is supported by
long-standing contractual relationships with consumer product
companies, media and advertisers, and benefits from the company's
status as a source of independent benchmark information. Moody's
expect the company will build on its track record to deliver low-
to-mid single digit percentage revenue and EBITDA growth. Ratings
incorporate the challenging operating environment in Nielsen's
`Buy' division due to cyclical spending shifts by clients as well
as exposure, particularly in the `Watch' division, to a more
competitive landscape in rapidly growing online markets. Risks
include the potential for new technologies to change consumer
buying habits and advertising/marketing delivery channels;
however, Moody's believe Nielsen is positioned to respond to new
media channels by broadening its product and service offerings.
Moody's expects Nielsen will utilize a portion of free cash flow
to reduce debt balances; however, ratings also reflect the
company's moderately high leverage and likely increases in
dividend payouts or share repurchases as earnings grow.
Furthermore, Nielsen's recent increase in quarterly dividends
(more than $370 million annual payout) and share repurchase
programs will consume cash that could otherwise be used to reduce
debt or fund acquisitions. Despite these distributions and the
acquisition of Arbitron in September 2013, mid-single digit
percentage revenue growth, modest margin expansion, and debt
repayments have lowered the company's pro forma debt-to-EBITDA to
approximately 4.4x at March 31, 2014 (including Moody's standard
adjustments and 12 months of Arbitron, or 4.2x excluding
acquisition restructuring costs) from 4.7x in the prior year.
Liquidity is strong with roughly $300 million of balance sheet
cash, low to mid single digit percentage free cash flow-to-debt
ratios, more than $540 million of unused capacity under the
revolver facility, and no significant debt maturities until 2017.

The positive rating outlook reflects Moody's expectation that
Nielsen will deliver operating results in line with its recent
guidance (4%-6% revenue growth and 29%-30% adjusted EBITDA
margins for 2014) and that shareholder distributions and
acquisitions are managed such that the company remains on a
deleveraging trajectory consistent with its 3.0x target for
reported leverage. Moody's assumes in the rating outlook that the
U.S. and global economies continue to expand modestly. An upgrade
would require steady and growing earnings performance paired with
de-leveraging such that debt-to-EBITDA is moving towards 4.0x and
free cash flow generation is meaningful on a sustained basis.
Notwithstanding management's recently revised guidance for
reported leverage of 3.0x (previously 2.75x-3.0x), Moody's would
need to be comfortable that Nielsen has the willingness and
capacity to manage to these credit metrics after incorporating
potential acquisitions or share repurchases. Nielsen would also
need to maintain at least good liquidity. Ratings could be
downgraded if debt-to-EBITDA were to exceed 5.0x (including
Moody's standard adjustments) or if free cash flow generation
weakens through deterioration in operating performance,
acquisitions, or shareholder distributions. The outlook could be
changed to stable if Nielsen adopts more aggressive financial
policies including a move away from its intention to continue to
reduce leverage. Deterioration in liquidity could also create
downward rating pressure.

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

Nielsen N.V., headquartered in Diemen, the Netherlands and New
York, NY, is a global provider of consumer information and
measurement that operates in approximately 100 countries.
Nielsen's Buy segment (roughly 60% of FY 2013 reported revenue)
consists of two operating units: (i) Information, which includes
retail measurement and consumer panel measurement services; and
(ii) Insights, which provides consumer intelligence and
analytical services for clients. The Watch segment (40% of
reported revenue) provides viewership and listenership data and
analytics across television, radio, online and mobile devices for
the media and advertising industries. A consortium of private
equity firms owns just under 20% of economic interest and voting
control in Nielsen with remaining shares being widely-held.
Reported revenue for the 12 months ended March 2014 was $5.9
billion.


NIELSEN NV: S&P Keeps 'BB' Unsec. Notes Rating Over $800MM Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' issue-level
rating on Nielsen Finance LLC's 5% senior unsecured notes due
2022 is unchanged following the announcement that the company
plans to tack on an additional US$800 million to the notes.  The
'3' recovery rating on the debt, indicating S&P's expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default, remains unchanged as well.  Nielsen Finance LLC
is a wholly owned subsidiary of New York City-based global
information and measurement company Nielsen N.V. (Nielsen).

The company will use the proceeds from the proposed tack-on,
along with cash on hand, to redeem Nielsen's remaining US$800
million of 7.75% senior debenture loan due 2018 (the company
redeemed US$280 million in May 2014) and for general corporate
purposes.  S&P will withdraw its ratings on the 2018 senior
debentures when the transaction closes.

"Our "satisfactory" business risk profile reflects our view that
Nielsen's strong market position could come under pressure longer
term.  Its superior position in the traditional TV audience
measurement could become less important as audience fragmentation
accelerates and smaller players develop more innovative audience
measurement services.  To remain competitive, Nielsen must
continue to make sizable capital investments in new innovative
products that measure online with mobile usage and engagement,
and gain acceptance of them with ad agencies and clients.
Increased competition, together with business reinvestment, could
temper cash flow growth," S&P said.

S&P views Nielsen's financial risk profile as "significant" (as
per S&P's criteria) because of its expectations that adjusted
leverage will decline to below 4x by the end of 2014.  Adjusted
leverage was 4.6x, pro forma for the proposed transaction as of
March 31, 2014 (includes ownership of Arbitron for only two
quarters).  S&P's adjusted leverage calculation includes
adjustments for operating leases, pensions, accrued interest, and
net of surplus cash.  S&P also includes restructuring and
acquisition costs in its EBITDA calculation.

The positive rating outlook reflects S&P's expectation that
leverage will decline below 4x by the end of 2014 through mid-
single-digit percent organic EBITDA growth.  S&P's base case
assumes the company will use its free operating cash flow (FOCF)
for acquisitions, shareholder-favoring actions, and mandatory
debt amortization.

RATINGS LIST

Nielsen N.V.
Corporate Credit Rating        BB/Positive/--

Ratings Unchanged

Nielsen Finance LLC
Senior Unsecured
  US$1.55B* 5% notes due 2022     BB
   Recovery Rating              3

*Amount following tack-on.


VIMPELCOM LTD: S&P Revises Outlook to Positive & Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Netherlands-headquartered global telecommunications operator
VimpelCom Ltd. to positive from stable.  At the same time, S&P
affirmed its 'BB' long-term corporate credit rating and related
debt and recovery ratings on VimpelCom.

The outlook change reflects S&P's view that VimpelCom's credit
metrics could strengthen in the next 12-18 months as a result of
its asset sale in Algeria -- once completed -- and decreased
dividends.  In line with S&P's previous indications, it continues
to believe that VimpelCom's achievement of Standard & Poor's
adjusted debt to EBITDA of less than 2.5x could be commensurate
with a higher rating.

In April 2014, VimpelCom announced the sale of its stake in
Orascom Telecom Algerie SpA (OTA) and several other actions,
including OTA's potential dividend upstreaming, which it should
complete by the end of 2014.  VimpelCom estimates that total
dividends and proceeds from the OTA transaction could amount to
$4 billion, which it could use toward debt repayment.

"We also believe that VimpelCom's conservative financial policy
could further support its deleveraging efforts.  Its shareholders
have agreed to cuts in dividends until reported net debt to
EBITDA declines to 2x, which should improve the company's
discretionary cash flow compared with our previous expectations,
and therefore provide more flexibility to reduce debt.  In
addition, the massive refinancing of debt -- completed and
ongoing -- at Italian subsidiary Wind Telecomunicazione SpA
should not only support VimpelCom's liquidity but also help trim
its interest expense," S&P said.

VimpelCom's operating performance in the first months of 2014
fell slightly short of S&P's expectations, because competition in
Russia and Italy resulted in higher-than-expected revenue
declines.  In addition, the devaluations of several currencies
against the U.S. dollar -- including the Russian ruble, Ukrainian
hryvna, and Kazakhstani tenge -- continue to dent revenues in
emerging markets.  Importantly, however, VimpelCom is still
preserving its solid profitability metrics through its focus on
cost control, which supports healthy cash flow generation.

Under S&P's base case for 2014-2015, it assumes:

   -- Mid-single-digit percentage revenue decline in U.S. dollar
      terms in 2014, followed by low-single-digit revenue growth
      in 2015.

   -- An unadjusted EBITDA margin of about 41%-42% in 2014 and
      2015.

   -- Peaking capital expenditures to revenues of about 25% in
      2014, declining to roughly 18% in 2015.

   -- Minimal dividends in 2014 and 2015, in line with the
      announced dividend policy.

   -- Completion of the sale of Algerian assets and the use of
      proceeds toward debt repayment.

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

   -- Debt to EBITDA of 2.4x-2.6x in 2014-2015.
   -- Free operating cash flow to debt at less than 10% in 2015
      and thereafter.

The positive outlook reflects the likelihood that S&P would
upgrade VimpelCom to 'BB+' if its Standard & Poor's adjusted debt
to EBITDA declines to less than 2.5x on a sustainable basis, on
the back of positive free operating cash flow and reduced
dividends.  S&P believes that the closing of the OTA sale could
further underpin VimpelCom's deleveraging efforts.

To consider an upgrade, S&P would also take into account
VimpelCom's operating performance remaining in line with its
base-case expectations.  EBITDA and free operating cash flow
would be especially key, and S&P expects both to improve starting
in 2015 on the back of moderating capital expenditures.

S&P could revise the outlook to stable if VimpelCom's financial
performance lags behind its base-case expectations, which would
mean debt to EBITDA decreasing to less than 2.5x.  S&P could also
consider an outlook change if the company does not adhere to its
announced financial and dividend policy, and if it prioritizes
growth over deleveraging.



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


RMBS SANTANDER 1: Moody's Assigns 'Ca' Rating to Serie C Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
three classes of notes issued by Fondo de Titulizacion de
Activos, RMBS Santander 1:

Issuer: FTA RMBS Santander 1

EUR962M Serie A Notes, Definitive Rating Assigned A2 (sf)

EUR338M Serie B Notes, Definitive Rating Assigned B3 (sf)

EUR195M Serie C Notes, Definitive Rating Assigned Ca (sf)

The transaction is a securitization of Spanish prime mortgage
loans originated by Banco Santander S.A. (Spain) (Baa1 / P-2) to
obligors located in Spain. The portfolio consists of high Loan To
Value ("LTV") mortgage loans secured by residential properties
including a high percentage of renegotiated loans (36%).

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

Ratings Rationale

FTA RMBS Santander 1 is a securitization of loans granted by
Banco Santander S.A. (Spain) (Banco Santander, Baa1 / P-2) to
Spanish individuals. Banco Santander is acting as Servicer of the
loans while Santander de Titulizacion S.G.F.T., S.A. is the
Management Company ("Gestora").

The ratings of the notes take into account the credit quality of
the underlying mortgage loan pool, from which Moody's determined
the MILAN Credit Enhancement and the portfolio expected loss.

The key drivers for the portfolio expected loss of 13.5% are (i)
benchmarking with comparable transactions in the Spanish market
via analysis of book data provided by the seller, (ii) the very
high proportion of renegotiated loans in the pool (36%), and
(iii) Moody's outlook on Spanish RMBS in combination with
historic recovery data of foreclosures received from the seller.

The key drivers for the 40% MILAN Credit Enhancement number,
which is higher than other Spanish HLTV RMBS transactions, are
(i) renegotiated loans represent 36% of the portfolio and 26.8%
of the pool corresponds to loans in principal grace periods; (ii)
the proportion of HLTV loans in the pool (33.0% with current LTV
> 80%) with Current Weighted Average LTV of 73.5%; (iii)
approximately 13% of the portfolio correspond to self employed
debtors; (iv) 65% of the loans have been in arrears less than 90
days at least once since the loans was granted (v) weighted
average seasoning of 5.5 years and (vi) the geographical
concentration in Andalusia (21.8%) and Madrid (17.9%).

According to Moody's, the deal has the following credit
strengths: (i) sequential amortization of the notes (ii) a
reserve fund fully funded upfront equal to 15% of the serie A and
B notes to cover potential shortfall in interest and principal.
The reserve fund may amortize if certain conditions are met.

The portfolio contains floating-rate loans linked to 12-month
EURIBOR, and most of them reset annually; whereas the notes are
linked to three-month EURIBOR and reset quarterly. There is no
interest rate swap in place to cover this interest rate risk.
Moody's takes into account the potential interest rate exposure
as part of its cash flow analysis when determining the ratings of
the notes.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed.

The analysis assumes that the deal has not aged and is not
intended to measure how the rating of the security might migrate
over time, but rather how the initial rating of the security
might have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

At the time the rating was assigned, the model output indicated
that the Serie A notes would have achieved an A2 even if the
expected loss was as high as 15.5% and the MILAN CE was 40% and
all other factors were constant.

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

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

Factors that may lead to an upgrade of the rating include a
significantly better than expected performance of the pool,
together with an increase in credit enhancement for notes.

Factors that may cause a downgrade of the rating include
significantly different loss assumptions compared with Moody's
expectations at close due to either a change in economic
conditions from Moody's central scenario forecast or
idiosyncratic performance factors would lead to rating actions.
Finally, a change in Spain's sovereign risk may also result in
subsequent upgrade or downgrade of the notes.



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


OVAKO GROUP: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Sweden-based engineering steel
producer Ovako Group AB.  The rating is in line with the
preliminary rating assigned on May 14, 2014.  The outlook is
stable.

At the same time, S&P assigned its 'B' issue rating to the
group's EUR300 million senior secured notes, with a recovery
rating of '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of a payment default.

The rating reflects successful issuance of EUR300 million in
five-year senior secured notes that were used to repay existing
debt and the signing of a EUR40 million medium-term revolving
credit facility (RCF), in line with S&P's expectations.

"It also reflects our assessments of Ovako's business risk
profile as "weak" and its financial risk profile as "highly
leveraged." Our assessment of the group's financial risk profile
as highly leveraged takes into account its Standard & Poor's-
adjusted debt-to-EBITDA ratio of 7x-8x for 2014-2015, according
to our base-case scenario.  It also reflects the company's
financial sponsor ownership and volatile profits and credit
metrics.  Our adjusted debt for the group for 2014 includes the
EUR300 million in notes, EUR66.5 million of pensions, EUR4.8
million of operating leases, and a EUR205 million shareholder
loan at Ovako's top holding company Triako Holdco, despite the
loan not being guaranteed by Ovako and having payment-in-kind
interest.  Excluding the shareholder loan, we forecast that the
group's debt-to-EBITDA ratio will be below or at about 5.0x in
2014, and below 5x in 2015.  However, we consider in our base-
case scenario that the group's funds-from-operations (FFO)-to-
cash interest coverage ratio for 2014-2015 is in line with our
"aggressive" financing risk profile, at above 3x, and we forecast
positive free operating cash flow (FOCF) over the next few years.
Our anchor, the starting point in assigning a rating, for Ovako
is therefore 'b' rather than 'b-'," S&P said.

The stable outlook reflects S&P's expectation that Ovako's
operating performance will improve in 2014 on the back of
increasing industrial production in Europe, which should result
in EBITDA of about EUR70 million and gradual deleveraging.  S&P
believes that a ratio of FFO to cash interest above 3x and
adjusted debt to EBITDA of below 5.0x, excluding the shareholder
loans, is commensurate with the current rating, given the weak
business risk profile and limited FOCF generation.

S&P do not forecast ratings upside over the next several years,
owing to the group's small scale, concentration in Europe, and
notably the volatility of its profit generation.

S&P could consider a negative rating action if European
engineering steel market conditions in 2014 did not improve and
S&P saw no significant recovery in EBITDA.  S&P could lower the
rating if the ratio of FFO to cash interest fell below 3x and
adjusted debt to EBITDA increased above 5.0x, excluding the
shareholder loans.


TYRESO: Declared Bankruptcy; Quits National League
--------------------------------------------------
Radio Sweden reports that the financially-troubled Swedish soccer
club of Tyreso has declared bankruptcy.

Tyreso narrowly avoided bankruptcy in March after racking up
debts of more than SEK9 million, Radio Sweden relates.

The team later decided to quit the national league, saying it did
not have enough players to be able to compete, Radio Sweden
recounts.  It also released all of its current players, Radio
Sweden discloses.



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


TURKIYE IS BANKASI: Fitch Lowers Rating on Sub. Notes to 'BB+'
--------------------------------------------------------------
Fitch Ratings has downgraded the Long-term Foreign (FC) and Local
Currency (LC) Issuer Default Ratings (IDRs) of Turkiye Is Bankasi
(Isbank), Turkiye Garanti Bankasi (Garanti) and Akbank to 'BBB-'
from 'BBB'.  The Outlooks on the Long-term IDRs are Stable.
Fitch has also revised Yapi ve Kredi Bankasi's (YKB) Outlook to
Negative from Stable in line with that on parent Unicredit S.p.A.
(BBB+/Negative), while affirming the Long-term IDRs at 'BBB'.

Fitch has also downgraded the Viability Ratings (VRs) of all four
banks to 'bbb-' from 'bbb'.

KEY RATING DRIVERS - VRs OF ALL FOUR BANKS; IDRS, SENIOR DEBT
RATINGS AND NATIONAL RATINGS OF ISBANK, GARANTI AND AKBANK

The downgrades of the VRs of the four banks, in turn driving the
downgrades of the Long-term IDRs and senior debt ratings of
Isbank, Garanti and Akbank, reflect increased risks from recent
rapid credit growth and higher external debt, against a
background of moderate deterioration in most financial metrics in
recent years.  In light of these factors, Fitch believes it is no
longer appropriate to assign VRs to these banks above the Long-
term foreign currency IDR of the Turkish sovereign (BBB-/Stable).

At the same time, the banks' ratings remain supported by still
reasonable financial metrics -- in terms of asset quality,
performance and capitalization -- by their strong franchises, and
by Fitch's base case expectation that the operating environment
will remain broadly favourable in the near- to medium-term, with
continued GDP growth in 2014 and 2015.

In Fitch's view, the stand-alone credit profiles of the four
banks remain on a par, although Akbank's asset quality and
capital ratios are stronger than its peers, and Garanti has
consistently been the most profitable.  Loan impairment charges
have put greater pressure on performance at YKB, which also has a
more moderate core capital ratio; however, Fitch views asset
quality problem recognition as somewhat more robust at YKB, and
the bank also benefits from management and potential financial
support from Unicredit.

The loan portfolios of each of the banks have expanded by more
than 2.4x since end-2008, and growth remained rapid in 2013, at
around 25%.  However, loan growth slowed significantly in 2H13
and 1Q14 following increases in local interest rates, and credit
growth has also been impacted by waning consumer confidence,
tighter regulation of retail lending and greater economic and
political uncertainty.  Fitch views as credit-positive for the
banks the more moderate rate of loan expansion in recent
quarters, and expects growth of around 15% for 2014, driven by a
pick-up in the second half.

Impaired loan ratios are currently low, reflecting the unseasoned
state of portfolios, and at end-1Q14 ranged from a low 1.5% at
Akbank to a higher 3.3% at YKB.  Reserve coverage is close to 75%
at Garanti, Isbank and YKB, but higher at Akbank (100%).  Fitch
expects asset quality to deteriorate moderately as loan books
season, but continued economic growth, the fairly broad-based
nature of corporate lending and still moderate overall household
leverage should help to contain the downturn.

Nevertheless, there are significant risks in foreign currency
lending to the corporate sector (about 35%-40% of total
portfolios at each of the four banks), part of which represent
exposures to unhedged or weakly hedged borrowers, as well as in
rapid recent growth in unsecured consumer lending and SME
portfolios.

Although loan books are generally diversified, both by customer
group and economic sector, demand for long-term infrastructure,
construction and acquisition finance -- the latter arising mainly
from the privatization of the energy sector -- has resulted in a
gradual lengthening of loan maturities and somewhat higher
concentrations.  Big ticket, long-term exposures are typically
denominated in foreign currencies, while borrowers' FX revenues
are often limited.  The largest 20 exposures at Garanti and
Akbank represent 115%-120% of Fitch Core Capital (FCC), but this
ratio is slightly below 100% at Isbank and YKB.

Loss absorption buffers at the banks remain significant,
notwithstanding the gradual increase in leverage (from previously
low levels) in recent years.  The FCC/weighted risks ratios at
end-1Q14 ranged from 13.3% at Akbank to 10.9% at YKB, although
the latter's regulatory capital ratios are held up by
subordinated loans provided or guaranteed by shareholders.
Capitalization is supported by generally strong reserve coverage
of impaired loans and steady internal capital generation.
Pre-impairment profit in 2013 was equal to between 3.4% and 4% of
average loans at YKB, Isbank and Akbank, and a higher 5.3% at
Garanti, indicating significant capacity to absorb losses through
income.  1Q14 results held up reasonably well, as margin
compression following rate increases was more limited than
expected.

Loans/deposit ratios have increased, and at end-1Q14 stood at
between 1.2x and 1.3x at each of the four banks.  While TRY
liquidity positions remain comfortable, Fitch believes foreign
currency liquidity risks have increased significantly as a result
of greater external borrowing (on average one third of
liabilities at each of the four banks at end-1Q14), which
includes a sizable short-term component, and higher encumbrance
of foreign currency assets, primarily as a result of repo-ing of
securities books.

In case of a reduction in foreign funding rollover rates, which
have remained high during the last few years, Turkish banks would
be highly dependent on their ability to draw down foreign
currency balances from the central bank to support liquidity
positions. However, this may in turn put pressure on the
sovereign's FX reserves and financial flexibility, in particular
if it coincides with an increase in demand for foreign currency
from corporates, households or foreign investors, potentially
limiting the extent to which the central bank is able to support
banks' FX liquidity. Foreign currency risks at YKB are lower due
to its limited FX repo funding and the potential for liquidity
support from Unicredit.

The four banks' own currency positions are generally well
matched, with un-hedged positions representing well below 5% of
equity. Dependence on hedging instruments to close positions
increased significantly from mid-2013 as a result of greater
dollarization of liabilities, although Fitch believes these are
generally with highly-rated counterparties and typically with
quite long-term tenors.

RATING SENSITIVITIES - VRs OF ALL FOUR BANKS; IDRS, SENIOR DEBT
RATINGS AND NATIONAL RATINGS OF ISBANK, GARANTI AND AKBANK

Ratings could be downgraded further in case of a more severe-
than-expected deterioration in asset quality or increased
pressure on foreign currency liquidity positions.  A marked
downturn in the economy, or a return to more rapid credit growth
financed by higher external borrowing would also be credit-
negative.  Any negative action on the sovereign rating would also
likely result in a rating action on the banks.  Upgrade potential
is limited given that the ratings are currently at the same level
as the sovereign.

KEY RATING DRIVERS AND SENSITIVITIES - YKB'S IDRS, SENIOR DEBT,
NATIONAL RATING, SUPPORT RATING

Following the downgrade of YKB's VR, the bank's other ratings are
now driven by potential support from the more highly rated
Unicredit, which owns, via Unicredit Bank Austria (A/Negative), a
50% stake in YKB's holding company, which in turn holds a 82%
stake in the bank.  In Fitch's opinion, YKB is a strategically
important subsidiary for Unicredit, and hence Fitch notches YKB's
Long-term IDRs down once from that of Unicredit.

A downgrade of Unicredit would be likely to result in a downgrade
of YKB.  A downgrade of Turkey's sovereign rating and Country
Ceiling (BBB) would also result in a downgrade of YKB's Long-term
foreign currency IDR.

KEY RATING DRIVERS AND RATING SENSITIVITIES - AKBANK's, GARANTI's
AND ISBANK's SUPPORT RATINGS AND SUPPORT RATING FLOORS

Akbank, Garanti and Isbank's '3' Support Ratings and 'BB+'
Support Rating Floors are based on potential support from the
Turkish sovereign, given the banks' systemic importance.  These
ratings are sensitive to a change in the sovereign ratings, a
reduction in the ability of the sovereign to provide support, or
the development of a bank resolution framework in Turkey that
would reduce the likelihood of sovereign support for failed
institutions.

KEY RATING DRIVERS AND SENSITIVITIES: SUBSIDIARIES

The ratings assigned to Akbank A.G., Is Finansal Kiralama A.S.
(Is Leasing), Is Yatirim Menkul Degerler A.S. (Is Investment),
Garanti Faktoring A.S. (Garanti Factoring), Garanti Finansal
Kiralama A.S. (Garanti Leasing), Ak Finansal Kiralama A.S. (Ak
Leasing) and Yapi Kredi Finansal Kiralama A.S. (YKB Leasing) are
equalized with those of their respective parents, reflecting
Fitch's view that these are core, highly integrated,
subsidiaries.

Ratings assigned to the subsidiaries are sensitive to any change
in the IDRs assigned to their parents.

The rating actions are as follows:

Turkiye Is Bankasi A.S., Akbank A.S.,
Turkiye Garanti Bankasi A.S.

  Long-term FC and LC IDRs downgraded to 'BBB-' from 'BBB';
  Outlook Stable

  Short-term FC and LC IDRs affirmed at 'F3'

  Viability Rating downgraded to 'bbb-' from 'bbb'

  Support Rating affirmed at '3'

  Support Rating Floor affirmed at 'BB+'

  National Long-term Rating downgraded to 'AA+(tur)' from
  'AAA(tur)'; Outlook Stable

  Senior unsecured notes downgraded to 'BBB-' from 'BBB'

  Subordinated notes (Isbank only) downgraded to 'BB+' from
  'BBB-'

Yapi ve Kredi Bankasi A.S.

  Long-term FC and LC IDRs affirmed at 'BBB'; Outlook changed to
  Negative from Stable

  Short-term FC and LC IDRs affirmed at 'F3'

  Viability Rating downgraded to 'bbb-' from 'bbb'

  Support Rating affirmed at '2'

  National Long-term Rating affirmed at 'AAA(tur)'; Outlook
  changed to Negative from Stable

  Senior unsecured debt affirmed at 'BBB'

  Subordinated notes affirmed at 'BBB-'

Akbank A.G., Is Finansal Kiralama A.S., Is Faktoring A.S.,
Garanti Faktoring A.S., Garanti Finansal Kiralama A.S.
and Ak Finansal Kiralama A.S.

  Long-term FC and LC IDRs downgraded to 'BBB-' from 'BBB';
  Outlook Stable

  Short-term FC and LC IDRs affirmed at 'F3'

  Support Rating affirmed at '2'

  National Long-term Rating downgraded to 'AA+(tur)' from
  'AAA(tur)'; Outlook Stable (National ratings are not assigned
  to Akbank A.G.)

  Senior unsecured debt (Ak Finansal Kiralama only) downgraded to
  'BBB-' from 'BBB'

Is Yatirim Menkul Degerler A.S.

  National Long-term Rating downgraded to 'AA+(tur)' from
  'AAA(tur)'; Outlook Stable

Yapi Kredi Finansal Kiralama A.S.

  Long-term FC and LC IDRs assigned at 'BBB'; Outlook Negative

  Short-term FC and LC IDRs assigned at 'F3'

  Support Rating assigned at '2'

  National Long-term Rating assigned at 'AAA(tur)'; Outlook
  Negative



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


ITHACA ENERGY: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of B2 and a probability of default rating (PDR) of B2-PD to
Ithaca Energy Inc. (Ithaca or the company). Concurrently, Moody's
has assigned a (P)Caa1 rating with a loss given default
assessment of LGD5 (88%) to the senior unsecured notes maturing
in 2019 (the Notes) to be issued by the company and guaranteed on
a senior subordinated basis by certain of its subsidiaries. The
outlook on the ratings is stable. This is the first time Moody's
has assigned ratings to the company.

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

Ratings Rationale

Ithaca Energy's B2 CFR reflects the company's small scale, high
degree of production concentration, short reserve life and
elevated financial leverage arising from debt financed
acquisitions and high capital spending to develop new fields that
will help expand and diversify production. The company will be
increasing debt in 2014 to acquire interests in three producing
North Sea fields from Sumitomo Corporation that have a relatively
low risk profile, and to develop a core oil and gas field and
production hub in the Greater Stella area, which will entail some
degree of execution risk in 2014-2015.

Moody's views positively Ithaca's relatively short but successful
management track record and strategy of acquiring and developing
licenses with a low risk profile and the potential for step-out
plays and near field developments. In addition, Ithaca should be
able to achieve good cash margins from its production base, which
is almost entirely higher value Brent oil. Ithaca is also the
operator on close to 70% of its base reserves, enabling it to
benefit from an increased level of discretion on its expenditure
and operational strategy on these fields.

Ithaca's development of the Stella field entails execution risk,
but about two-thirds of the investment for the initial phase has
been completed. Moody's expects Ithaca to reduce its leverage in
2015-2016 thanks to near-term cash flow generation from rising
production and developments. However, the company's short reserve
life and production decline on core assets heighten acquisition
risk and the likelihood that the company will remain leveraged as
it seeks to grow reserves and production.

Ithaca benefits from the stable fiscal regime and low political
risk associated with operating in the UKCS, which accounted for
all of its reserves and production in 2013. The tax incentives
from the UK government in recent years to operate on the UKCS
also mean that Ithaca does not expect to pay any cash tax in the
medium term.

Finally, while Ithaca manages its oil price-risk exposure through
a hedging program, where it has the ability to hedge its sales
volumes on a graduated three year rolling basis, the company's
profitability and cash flow generation are inherently exposed to
oil price fluctuations.

The (P)Caa1 rating on the senior notes is two notches below the
B2 Corporate Family Rating, reflecting the substantial amount of
liabilities in the capital structure that rank senior to the
notes. Guarantees on the notes provided by Ithaca's various
subsidiary guarantors are senior subordinated obligations of
those subsidiaries.

Rating Outlook

The outlook is stable based on expected completion of the pending
acquisition from Sumitomo and execution of the relatively
advanced GSA development program, leading to timely growth in
production and the paydown of debt. While the B2 CFR does not
incorporate further material acquisitions in the short to medium
term, Moody's expect that management would undertake such bolt-on
deals with attention to reducing debt and reaching its own
Debt/EBITDA target of 2x or below.

Liquidity Position

Ithaca's liquidity position appears adequate to fund its capital
spending and acquisitions. Its main source of liquidity is a
USD610 million Reserve Based Loan facility (RBL), which matures
in June 2017, with $514 million outstanding as of March 31, 2014.
The borrowing base (Maximum Available Amount) is re-determined
twice yearly. It also has a USD100 million Corporate Facility
Agreement (CFA) that matures in 2018 after the RBL, which remains
undrawn. It also has put in place a $70 million Prepayment
Agreement with a Royal Dutch Shell Plc trading entity, under
which Shell advances funds to various Ithaca producing
subsidiaries against delivery of future production.

Rating Sensitivities

Given its small scale proved reserve base and elevated leverage,
Moody's does not see upward ratings momentum in the near-term.
However, successful execution of its development program
demonstrating production growth and debt reduction, as well as
achievement of an improving cost structure, could lead to an
upgrade.

The B2 CFR could be pressured by delays or setbacks to the
company's GSA development program and projected production
growth, or by further leveraging acquisitions in advance of
expected debt reduction.

The principal methodology used in this rating was the Global
Independent Exploration and Production 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.

Ithaca Energy Inc. is a Canadian-incorporated independent
exploration and production company with almost all of its assets
and production in the United Kingdom Continental Shelf (UKCS)
region of the North Sea. The company has pursued growth via
acquisitions of producing field interests, with a focus on
appraising and developing assets that have potential for step
outs in contiguous areas. As of year-end 2013 Ithaca held 2P
reserves of 58 mm boe with production averaging 10,400 boepd.


ITHACA ENERGY: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' long-term corporate credit rating to U.K.-based
oil and gas development and production company Ithaca Energy Inc.
(Ithaca).  The outlook is stable.

The final ratings will depend on S&P's receipt and satisfactory
review of all final transaction documentation.  Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings.  If Standard & Poor's does not receive final
documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, S&P reserves the
right to withdraw or revise its ratings.

The preliminary rating reflects S&P's view of Ithaca's
"significant" financial risk profile and "vulnerable" business
risk profile.

"Our assessment of Ithaca's business risk profile and competitive
position as "vulnerable" reflects our view of the company's
limited but fast growing scale of production and low diversity of
operations.  Ithaca operates almost exclusively on the U.K.
Continental Shelf (UKCS) with an interest in 11 production
fields, increasing to 13 upon completion of the Summit
acquisition.  Ithaca's business model is to focus on production
and development rather than riskier exploration activities," S&P
said.

Ithaca's oil reserves and production are relatively very low with
commercial reserves (2P; proven plus probable reserves) of 58
million barrels of oil equivalent (boe) and average production of
just 10,390 boe per day (boepd) in 2013.  These figures exclude
contribution from the Summit acquisition, which will add
approximately 12 million boe to reserves (according to Ithaca's
estimates).  The company's significant forecast production growth
is heavily dependent on the GSA development hitting targets and
coming online without further delays.  Ithaca plans to use the
proceeds from its proposed US$300 million of senior unsecured
notes to pay down existing debt facilities, which will then be
partly redrawn to finance the acquisition of small, non-operated
interests in three U.K. oil fields from Summit Petroleum (about
$160 million).  S&P assumes that these interests will further
augment Ithaca's production profile, with the company targeting
production of approximately 25,000 boepd in 2015.

S&P views Ithaca's production at 95% oil as favorable given the
currently high oil price, although we expect the proportion of
gas to increase going forward.  Furthermore, any changes to local
tax rules and allowances are inherent as with peers.  However,
S&P understands that the U.K. government remains supportive of
efforts to invest in and stimulate production in new developments
and mature fields on the UKCS.  S&P assess Ithaca's management
and governance as "satisfactory" reflecting its experienced
management team.

Ithaca's "significant" financial risk profile reflects S&P's
forecast that Ithaca will deleverage following a peak in adjusted
debt to EBITDA of above 2.5x, and a low in funds from operations
(FFO) to debt of below 40% at year-end 2014, with negative free
operating cash flow generation in 2014 due to acquisition
spending and capital expenditure (capex).  S&P further factors in
potentially highly volatile cash flows, given that oil prices can
be unpredictable and the oil industry is associated with heavy
capital intensity.  However, the company has a rolling commodity
price hedging program, which helps to mitigate this risk to some
extent.

S&P's base-case scenario assumes that there are no material
further delays to production start-up in the GSA and that the
non-operated interests are acquired from Summit Petroleum, which
together results in a material increase in production in 2015 and
2016.

S&P's base-case scenario incorporates the following assumptions:

   -- A Brent Oil price of $110 per barrel (/bbl) in 2014 and
      US$105/bbl in 2015.

   -- Production of approximately 25,000 boepd in 2015.

   -- Capex of about $340 million in 2014, and US$180 million in
      2015.  No material cash income tax over the medium term.
      Ithaca benefits from tax incentives and carried forward tax
      losses.

   -- No dividends.  Ithaca has not paid any dividends since its
      incorporation and does not plan to pay any in the near
      term.

   -- Acquisitions are likely to play a significant role in the
      company's future reserves and production growth, but S&P
      understands that such spending will be restricted to the
      company's financial policy of reported net debt to EBITDA
      of less than 2x on a sustained basis.

Based on these assumptions, S&P arrives at the following credit
measures at year-end 2014:

   -- Adjusted debt to EBITDA of above 2.5x in 2014 but below
      2.0x from 2015.

   -- Funds from operations to debt of below 40% in 2014 and
      about 60% in 2015.

   -- Negative free operating cash flow (FOCF) in 2014 as a
      result of acquisition spending and capex, returning to
      positive from 2015 as the GSA comes online.

S&P views Ithaca's liquidity as "adequate" under its criteria,
assuming the transaction is completed as expected.  Under S&P's
base-case scenario, it forecasts that liquidity sources will
surpass uses by more than 1.2x in the 12 months following the
notes' issuance.

During this 12-month period, S&P's forecast liquidity sources
comprise:

   -- Unrestricted cash of US$39 million as of March 31, 2014;
   -- Reserves Based Lending (RBL) and revolving credit facility
      (RCF) headroom of about US$500 million; and
   -- FFO generation of above US$300 million.

S&P estimates that Ithaca's cash needs over the 12 months will
include:

   -- Acquisition spending of about US$160 million;
   -- Capex of about US$340 million in 2014, and US$180 million
      in 2015;
   -- A low working capital outflow;
   -- No dividend payments; and
   -- No short-term debt maturities.

The above calculations assume that proceeds from the US$300
million senior unsecured notes will be used to pay down the RBL
facility. This will then be partly redrawn to fund the
acquisition.

The stable outlook reflects S&P's forecasts that Ithaca will
increase its production in the U.K. North Sea materially, once
the GSA comes online in mid-2015.  S&P forecasts that Ithaca will
deleverage below 2.0x following a peak in adjusted debt to EBITDA
of above 2.5x at year-end 2014.  S&P anticipates that liquidity
will remain "adequate" over the 12 months following the notes'
issuance.

S&P could lower the rating if Ithaca does not meet its forecast
material step-up in production growth, which could occur as a
result of unexpected operational issues, or if GSA is subject to
further material production delays or start-up issues.  Downside
pressure could also result from large debt-funded acquisitions,
or liquidity issues.

S&P views the likelihood of an upgrade as remote in the near
term, due to Ithaca's lack of diversification and limited scope
of operations.  However, if the company continues to aggressively
grow its production levels, without materially increasing debt
leverage, S&P could consider raising the rating over the medium
to longer term.


JANE NORMAN: In Administration; 150 Jobs at Risk
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Duncan Robinson at The Financial Times reports that Jane Norman
has fallen into administration for the second time in three years
after its plan to operate from a smaller estate failed to reverse
its fortunes.

The collapse comes after privately owned retailer Edinburgh
Woollen Mill bought out the fashion chain in a 2011 pre-packaged
administration, the FT notes.

Jane Norman placed its 24 stores into administration on Tuesday,
putting about 150 jobs at risk after administrators at Grant
Thornton admitted store closures were likely, the FT relates.

The retailer will continue to operate through its website and
international concessions, the FT states.

"We intend to continue trading the stores for as long as possible
with a view to achieving the best outcome for all concerned, in
particular those people based in the stores.  It is likely,
however, that store closures are inevitable," the FT quotes Les
Ross, partner at Grant Thornton, as saying.

A Jane Norman spokesman, as cited by the FT, said: "Like many
retailers, we have seen extremely challenging conditions on the
high street for several years in what is a very competitive
sector in young fashion."

Jane Norman is a value fashion retailer.


TULLETT PREBON: Fitch Affirms 'BB+' Subordinated Debt Rating
------------------------------------------------------------
Fitch Ratings has affirmed Tullett Prebon plc's (Tullett) Long-
term Issuer Default Rating and senior debt at 'BBB-' and its
subordinated debt at 'BB+'.  The Outlook on the Long-term IDR is
Stable.

KEY RATING DRIVERS - IDRS AND SENIOR DEBT

Tullett's ratings are primarily driven by its company profile as
one of the largest inter-dealer brokers (IDB) with a strong
market share in voice/hybrid broking, which should help the
company mitigate continuing margin pressure and lower trading
volumes. Transaction volumes have continued to decline as market
volatility and interest rates remain low.

"We expect Tullett to remain more concentrated on the
voice/hybrid segment than some of its peers, but the company also
generates earnings from its post-trade services.  The acquisition
of PVM Oil Associates Limited announced in May 2014 will enlarge
the company's franchise in commodities brokerage," Fitch said.

"The ratings also reflect our expectation that Tullett will
continue to manage its cost base carefully to compensate for
revenue pressure.  Revenue fell 6% in 2013, but reduced operating
expenses, including staff costs, meant that the decline in
adjusted EBITDA was more moderate at 5%.  In May 2014, Tullett
announced further measures to reduce annual fixed costs by
GBP20 million."

Fitch considers Tullett's capitalization adequate with a gross
debt/adjusted EBITDA ratio of 1.7x at end-2013, compared with
1.8x at end-2012.  Exposure to credit and market risk is low
given the company's business model where the bulk of transactions
is undertaken on a name give up or matched principal basis.
Operational and reputation risks are material, and Tullett will
have to continue to manage these risks adequately.

RATING SENSITIVITIES - IDRS AND SENIOR DEBT

Tullett's ratings are based on our expectation that the company
will continue to successfully execute its strategy, and that it
will manage to control operating expenses sufficiently to
mitigate margin pressure and weak transaction volumes affecting
revenue. The ratings would come under pressure if operating
margins deteriorated, or if weaker earnings resulted in a
deterioration of core leverage ratios.

Tullett's non-broking business remains somewhat smaller than at
some peers, which means that it is less diversified.  Fitch
expects the company to maintain a strong franchise and to manage
product diversification carefully.  Any material erosion of its
market share would put the rating under pressure.

KEY RATING DRIVERS - SUBORDINATED DEBT

The rating of Tullett's subordinated bonds is one notch below the
company's Long-term IDR to reflect loss severity.

RATING SENSITIVITIES - SUBORDINATED DEBT

As the notes' rating is notched off the company's IDR, the issue
rating is sensitive to the same factors as the IDR.

The rating actions are as follows:

  Long-term IDR affirmed at 'BBB-'; Outlook Stable
  Senior debt affirmed at 'BBB-'
  Subordinated debt affirmed at 'BB+'


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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
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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
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                            *********


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