TCREUR_Public/140703.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, July 3, 2014, Vol. 15, No. 130

                            Headlines

C Z E C H   R E P U B L I C

NEW WORLD: To Sell Most of Assets; Seeks Debt Restructuring


F R A N C E

FINANCIERE IKKS: Fitch Assigns 'B(EXP) Issuer Default Rating
HOLDIKKS SAS: S&P Assigns 'B+' CCR; Outlook Stable


G E R M A N Y

SEB IMMOINVEST: SEB AM Makes Another EUR128 Million Payout
STYROLUTION GROUP: Moody's Puts 'B1' CFR on Review for Downgrade


I R E L A N D

FOREST LABORATORIES: Moody's Withdraws 'Ba1' Corp. Family Rating
EUROPEAN PROPERTY: S&P Affirms 'CCC-' Rating on Class D Notes
ULSTER BANK: To Close Branches Across Ireland


I T A L Y

CERVED GROUP: Moody's Raises Corporate Family Rating to 'B1'
LIVINGSTON: Obtains Bankruptcy Protection


L U X E M B O U R G

SS&C TECHNOLOGIES: Moody's Lifts Ratings on $252MM Loans to 'Ba2'


M A C E D O N I A

PROCREDIT BANK: Fitch Raises Issuer Default Ratings From 'BB+'


N E T H E R L A N D S

ARES EUROPEAN VII: Fitch Rates Class E Notes 'B-(EXP)'
ARES EUROPEAN VII: Moody's Assigns '(P)B2' Rating to Cl. E Notes
CIMPOR FINANCIAL: S&P Assigns 'BB' Rating to Sr. Unsecured Notes
NORTHERN LIGHTS: Moody's Cuts Rating on US$150MM Notes to 'B3'


P O L A N D

* POLAND: Number of Bankruptcies Down to 76 in June 2014


P O R T U G A L

BANCO ESPIRITO: S&P Affirms 'BB-/B' Ratings; Outlook Negative


R U S S I A

SAKHA REPUBLIC: S&P Assigns 'BB+' Rating to RUB2.5BB Bonds


S P A I N

CAIXABANK: Fitch Affirms 'BB' Rating on Upper Tier 2 Sub. Debt
CAMPOFRIO FOOD: Moody's Raises Corporate Family Rating to 'B3'


T U R K E Y

TURCAS PETROL: Fitch Affirms 'B' Long-Term IDRs; Outlook Stable


U K R A I N E

MRIYA AGRO: Fitch Affirms 'CCC' Long-Term Issuer Default Rating
UKRLANDFARMING PLC: Fitch Affirms 'B-' IDR; Outlook Negative


U N I T E D   K I N G D O M

ARQIVA FINANCING: Fitch Affirms 'B-' Rating on High-Yield Bonds
BANK OF NOVA SCOTIA: S&P Withdraws 'CCC-' Rating on CLN Tranches
CARE UK HEALTH: Moody's Affirms 'B3' Corporate Family Rating
CARE UK: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
DECO 8-Uk: Moody's Lowers Rating on Class C Notes to 'C'

FIVE WAYS: Goes Into Receivership
HSS FINANCING: S&P Assigns 'B' Long-Term Corporate Credit Rating
PORTOBELLO PRESS: In Administration After Sale Falls Through


                            *********



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C Z E C H   R E P U B L I C
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NEW WORLD: To Sell Most of Assets; Seeks Debt Restructuring
-----------------------------------------------------------
Ladka Bauerova and Krystof Chamonikolas at Bloomberg News report
that New World Resources Plc said it wants to sell most of its
assets, boosting speculation it will go out of business.

NWR related in a statement yesterday, July 2, that it is inviting
offers for its mining units OKD AS in the Czech Republic and NWR
Karbonia SA in Poland.

NWR, as cited by Bloomberg, said it will scrap the transaction if
the required majority of bondholders and shareholders accept a
business-restructuring plan.  It has named PricewaterhouseCoopers
LLP as a prospective insolvency administrator, Bloomberg
discloses.

Under the revised program published yesterday, bondholders would
accept a haircut on their holdings and NWR would sell new equity
rights to some existing shareholder and bondholders, increasing
the number of shares 25 times, according to Bloomberg.  NWR said
Zdenek Bakala's BXR Mining NV, which owns a majority of the
company, would buy EUR75 million (US$102 million) of the new
shares, Bloomberg notes.

NWR said the disposal of OKD and Karbonia is part of "contingency
planning," as there is "no certainty" the amended debt-revamp
program will be implemented after an original June 2 proposal
failed to get enough support from stakeholders, Bloomberg relays.

New World Resources Plc is the largest Czech producer of coking
coal.



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F R A N C E
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FINANCIERE IKKS: Fitch Assigns 'B(EXP) Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has assigned an expected Issuer Default Rating
(IDR) to Financiere IKKS of 'B (EXP)' with a Stable Outlook.
Fitch has also assigned expected ratings to the planned senior
secured notes of 'B+/RR3 (EXP)' and super senior RCF of 'BB-/RR2
(EXP)' issued by HoldIKKS S.A.S.

The expected IDR of 'B' is a reflection of IKKS's resilient
business model given a good mix of distribution channels and a
fairly high profitability within the industrial context aided by
high variability of costs due to a combination of own and
affiliate stores, as well as outsourcing of manufacturing
processes.  The stability of operations is also underpinned by
IKKS' well entrenched position in the premium urban fashion
segment, which Fitch view as being less susceptible to macro-
economic volatility and less crowded by competing labels.

The ratings are constrained by the limited business scale with
FY13 pro forma sales of EUR303.5 million and a pro forma EBITDA
of EUR62.3 million, as well as a high initial Funds from
Operations (FFO) adjusted leverage of 6.8x based on Fitch's
earnings forecast for 2014.  Fitch, however, factors in the
ratings the expected deleveraging as further expansion would be
funded from internal cash flows.  A potential corporate
governance risk exists due to the commercial relationships with
entities directly or indirectly owned by Group Zannier and Roger
Zannier.  However, Fitch expects that any transactions with
related parties will be on an arm's length basis.  In addition,
Fitch points to the presence of two independent board members.

The ratings will remain expected ratings until the security
package is fully put in place, since first-ranking security
interest over the issued shares of HoldIKKS S.A.S. will only be
provided post completion of the acquisition, with the proceeds
from the issue of the notes being placed in an escrow account on
the issue date.  Failure to issue the above mentioned instruments
would result in withdrawal of the instrument ratings and the IDR.

KEY RATING DRIVERS

Moderate Organic Market Growth Forecast

The global apparel market is highly heterogeneous in terms of
growth prospects by country.  Fitch expects low to moderate
growth in developed countries (specifically low single-digit
growth in Western Europe) which are IKKS' main addressable
markets.  The growth is expected to be stronger in some emerging
or international markets where IKKS plans to enter.

Expansion and Diversification Drive Growth

Despite low or even contracting development in selected market
segments, IKKS has generally shown above-market growth,
suggesting an expansion of its market share in a challenging
trading environment.  The majority of this growth has been driven
by new store openings.  Retail stores saw a negative Like-for-
Like growth of -1.3% in 2013 (compared to 2012) if online-sales
are excluded, and +1.2% if online is included.  This reflects the
importance and complementarily of e-business as a distribution
channel.

Business Model Supports Profitability

IKKS has delivered a stable operating profitability at high
levels, despite the challenging market environment.  The strong
and stable margins have been supported by high cost variability
given the combination of own and affiliate stores, outsourcing of
the manufacturing processes, as well as a growing share of retail
channel versus wholesale.  As IKKS already operates at the upper
end of the profit spectrum relative to close peers, Fitch expects
limited upside on its operating margins, considering potential
unforeseen costs from its expansion plans.

Growth Strategy with Execution Risk

IKKS intends to expand domestically and abroad, mainly by
developing new retail stores and the corner distribution channel
whilst operating as a standalone entity within a highly leveraged
capital structure.  Fitch thinks that the group's strategy is
sensible and will likely result in a sustained growth in sales
and profits over time.  However this strategy bears an execution
risk partly offset by the fact that planned capex would be funded
by internally generated cash flow from operations (CFO).

Sales Growth to Drive De-Leveraging

With a high starting FFO adjusted leverage of 6.8x IKKS is
expected to show a gradual organic de-leveraging to around 5.5x
by 2017 led by sales and EBITDA expansion.  The group has some
cyclicality in its working capital, and Fitch would expect
working capital requirements to rise given the envisaged
operational expansion.  However, should the strategy
implementation not lead to expected results, Fitch believes that
IKKS has some capex scalability to preserve cash.

Focus on Corporate Governance

IKKS is being sold by Group Zannier (which was founded by Roger
Zannier and is today controlled by his children).  Group Zannier
intends to use the proceeds to repay its long-term debt.  Fitch
expects that IKKS will maintain certain commercial relationships
with its former parent and companies in which Mr. Roger Zannier
has a direct or indirect interest, including but not limited to
logistics and IT services.  Fitch expects that these transactions
will be conducted on an arm's length basis.

Shareholder Contribution

Fitch expects that the shareholder contribution (ca 36% of
acquisition value) will consist of up to one third of shareholder
loans being structurally and contractually subordinated to the
RCF and senior secured notes, bear an all-PIK interest, have a
longer maturity, contain no financial covenants, no event of
default, no cross-default; however it will feature a cross-
acceleration clause.  In line with its treatment of shareholder
loans, Fitch excludes this instrument from its leverage
calculation.

Above Average Recoveries

The recovery rates for the debt instruments are based on Fitch's
post-restructuring going concern estimate.  Fitch has used a pro
forma adjusted 2013A EBITDA of EUR63.4 million as a basis and
applied a discount of 25%.  A hypothetical future distressed
valuation could be underpinned by additional business growth
although Fitch notes that the business will remain largely asset-
light as IKKS uses primarily rented retail space and outsources
manufacturing and supporting business service processes.

After applying a distressed EV/EBITDA multiple of 5.0x and
customary restructuring charges, the expected rating and recovery
for the Super Senior RCF would be in the 'BB-/RR2 (EXP)' category
(71%-90%) capped by the French jurisdiction.  The rating and
recovery for the planned EUR320 million notes secured by share
pledge over Financiere IKKS would fall in the 'B+/RR3 (EXP)'
category (51%-70%) being one notch higher than the IDR.

RATING SENSITIVITIES

A rating upgrade or revision of the Outlook to Positive is
unlikely in the short to medium term given the group's highly
leveraged capital structure and the execution risk embedded in
the future growth strategy.

For any positive rating action to be considered Fitch would need
evidence that the expansion is implemented successfully.  The
following would provide support for this:

   -- FFO adjusted leverage sustainably below 5.0x
   -- FFO fixed charge cover above 2.2x on a sustainable basis
   -- FCF margin (after capex) sustainably above 5%
   -- EBITDA of at least EUR80 million in combination with a
      successful business plan implementation leading to evidence
      of resilient profit margins

The IDR could be downgraded or the outlook changed to negative
if:

   -- IKKS fails to de-lever to below 6.5x on FFO adjusted
      leverage basis by the end of 2015 or is expected to remain
      at around such level on a forward-looking basis
   -- FFO fixed charge cover ratios sustainably below 1.8x
   -- EBITDA deteriorates sustainably below 20%
   -- Signs of adverse impact resulting from corporate governance
      issues

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity Expected: Fitch expects the Group to
consistently generate positive Free Cash Flow (FCF), with the
possibility to adjust its capex based on business conditions, and
maintain adequate FFO fixed charge cover of around 2.0x.  The
available EUR40 million revolving credit facility (RCF) provides
additional headroom for liquidity.

The EUR320 million notes are expected to be subject to an
incurrence covenant based on a fixed charge cover of 2x.  The
super-senior RCF has a leverage based maintenance covenant,
although this only becomes effective if the utilization of the
RCF exceeds EUR25 million.  Moreover, in case of non-compliance
the issuer has equity cure options.


HOLDIKKS SAS: S&P Assigns 'B+' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
long-term corporate credit rating to HoldIKKS SAS, the parent
company of France-based premium fashion retailer IKKS Group SAS
(collectively, IKKS).  The outlook is stable.

At the same time, S&P assigned its 'BB-' long-term issue rating
to IKKS' proposed EUR40 million revolving credit facility (RCF).
The recovery rating is '2', indicating S&P's expectation of
"substantial" (70%-90%) recovery for creditors in the event of a
default.

S&P also assigned its 'B+' long-term issue rating to IKKS'
proposed EUR320 million senior secured notes.  The recovery
rating is '4', indicating S&P's expectation of "average" (30%-
50%) recovery for creditors in the event of a default.

The issue ratings are subject to the successful closing of the
proposed transaction, the successful issuance of the notes and
the RCF, and S&P's review of the final documentation.  If
Standard & Poor's does not receive the final documentation within
a reasonable timeframe, or if the final documentation departs
from the materials S&P has already reviewed, it reserves the
right to withdraw or revise its ratings.

The rating reflects S&P's view of IKKS' "highly leveraged"
financial risk profile and "fair" business risk profile, as its
criteria define the terms.  S&P combines these factors to derive
an anchor of 'b'.  The rating incorporates a one-notch positive
adjustment to the anchor for S&P's "comparable rating analysis,"
whereby it reviews IKKS' credit characteristics in aggregate.
This primarily reflects S&P's view that IKKS' financial risk
profile is at the stronger end of its category, especially due to
S&P's forecast of comfortable coverage of cash interest by funds
from operations (FFO).

S&P's assessment of IKKS' "highly leveraged" financial risk
profile reflects the company's high adjusted debt, after
accounting for a payment-in-kind shareholder loan (PIK) and
operating lease commitments.  The assessment is based on S&P's
view of the future ownership and control of the group by a
financial sponsor, Roger Zannier.  S&P anticipates that the
absence of amortizing debt in the capital structure and the
investment strategy of the main shareholder will provide IKKS
with limited deleveraging potential from the end of 2014 over
S&P's forecast period of two years.

S&P estimates IKKS' Standard & Poor's-adjusted net debt-to-EBITDA
ratio will be about 5.3x by Dec. 31, 2014, and about 5.0x on
average through to 2016.  S&P's estimate includes about EUR57
million in the form of a shareholder loan that it considers debt-
like; and about EUR66 million of obligations under operating
leases.

Although S&P views the loan provided by the main shareholder as
debt-like, it recognizes its cash-preserving function.  This
supports free operating cash flow (FOCF) generation and the
maintenance of a FFO-to-cash interest coverage ratio comfortably
within the range S&P sees as commensurate with the rating.  S&P
estimates that IKKS should be able to generate at least EUR15
million FOCF in 2014, rising to about EUR20 million in 2016.

"Under our base-case credit scenario, we estimate that IKKS will
maintain an EBITDA margin of about 23%-25% on a Standard &
Poor's-adjusted basis over the next three years.  Our cash flow
forecast also takes into account a significant increase in annual
capital expenditure (capex) from the historical level of about
EUR10 million, which we understand the company needs for its
ambitious expansion plans.  We understand that IKKS will only
continue to invest in expansionary capex if the related increase
in earnings meets its expectations," S&P said.

S&P understands that the group will not be paying ongoing
dividends to its owners or providing any other cash compensation
in respect of shareholder financing.  If this were not the case,
it would weaken IKKS' liquidity or signify a more aggressive
financial policy, and as such could have a negative effect on the
ratings.

S&P forecasts that French economy will remain weak in 2014
because of anemic consumption. Although the government introduced
a set of pro-business measures recently, the economy won't
benefit from them before 2015.  As such, S&P projects 0.7% GDP
growth in 2014 followed by low growth of 1.4% and 1.7% in the
following two years.

Although S&P considers that IKKS' strong position in its premium
segment could protect it from weak consumer sentiment,
competition remains intense.  At the same time, the company's
growth prospects depend in the large part on its success in
expanding outside of its traditional French market and increasing
the share of men's apparel in its product mix.

Against this backdrop of unfavorable trading conditions in France
and execution risks related to the expansion plans, partly offset
by the company's strong market position and track record of
stable profitability, S&P forecasts overall group top-line growth
in the high single digits in 2014, with faster growth over the
following two years.

S&P's assessment of IKKS' business risk profile as "fair"
primarily reflects its view of the retailer's exposure to the
apparel industry--which S&P assess as cyclical and competitive,
with limited barriers to entry--and to fashion risk.  It further
reflects the group's relatively limited size and geographical
exposure to France, where it generated 82% of its revenues in
2013.  Additionally, S&P sees execution risks in IKKS' ambitious
strategy of international expansion.

These weaknesses are partially offset by IKKS' fair degree of
diversification in terms of distribution channels, brands, and
target customers.  S&P understands that the group's positioning
in premium urban casual wear somewhat reduces fashion risk.  The
group's retail strategy is partially based on an "affiliate"
business model.  S&P views this favorably as it reduces operating
leverage by transferring some fixed costs, such staff and rent,
to partners.  The group's business risk profile is also supported
by its profitability, which S&P assess as "above average"
according to its criteria.

S&P's base case assumes:

   -- Positive overall like-for-like sales trends over 2014 and
      2015.  S&P anticipates that online and international like-
      for-like sales growth will continue to offset contraction
      in the wholesale segment.

   -- Reported EBITDA margin stable at 20% or more over the
      forecast period.

   -- Significantly higher capex than the annual historical level
      of about EUR10 million.  S&P's adjustment for capitalized
      operating leases raised this amount by a further EUR20
      million-EUR25 million annually due to S&P's assumption that
      the operating lease commitment will increase in step with
      sales growth.

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

   -- Adjusted debt to EBITDA of about 5.3x in December 2014,
      declining to about 4.5x by 2016, underpinned by EBITDA
      growth.

   -- Adjusted FFO to debt remaining lower than 10% in 2014 and
      2015, rising to just below 12% in 2016.  On average over
      the forecast period, both of these core credit ratios will
      remain in the "highly leveraged" financial risk profile
      category.

   -- FFO cash interest coverage should remain comfortably higher
      than the 2.5x threshold S&P views as commensurate with the
      'B+' rating.

   -- Adjusted FOCF of about EUR15 million-EUR20 million in 2014
      and 2015.

The stable rating outlook reflects S&P's expectation that IKKS'
future earnings growth, fueled by positive trading and successful
international expansion, should enable the company to maintain an
adjusted FFO cash interest coverage ratio of comfortably more
than 2.5x, with sustained positive FOCF.  S&P also anticipates
that the company will not need to draw on its RCF in the next 12
months and therefore will not be subject to any maintenance
financial covenants during the forecast period.  Importantly, the
outlook also incorporates S&P's expectations that new ownership
will not result in significant changes or disruption in the
company's management team, strategy, financial policy, or ability
to grow operations.

S&P could lower the rating if the company's operating performance
significantly deviated from its forecast, resulting in a
weakening liquidity position and credit measures no longer
commensurate with the current ratings -- such as a sustained
adjusted FFO cash interest coverage ratio of less than 2.5x.  S&P
could also consider lowering the rating if a change in ownership
resulted in changes in the company's strategy or a more-
aggressive financial policy than S&P currently anticipates,
leading to higher leverage. In addition, S&P could downgrade IKKS
if it does not sustain positive FOCF generation.

S&P could raise the rating if it projects that the company's
leverage will be consistent with a financial risk profile
assessment of "aggressive" and if S&P perceives that the risk of
releveraging is low, based on the company's financial policy and
our view of the owner's financial risk appetite, with liquidity
remaining at least adequate and FOCF sustainably positive and
growing.



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G E R M A N Y
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SEB IMMOINVEST: SEB AM Makes Another EUR128 Million Payout
----------------------------------------------------------
Property Investor Europe reports that Frankfurt-based SEB Asset
Management, the real estate investment arm of the Swedish banking
group, has distributed another EUR128 million from its German
open-ended property fund SEB ImmoInvest currently in liquidation,
taking total payout to around EUR2 billion so far.

As reported by the Troubled Company Reporter-Europe on July 4,
2013, Property Investor Europe related that SEB AM was forced
in 2012 to liquidate SEB Immoinvest as redemption requests far
outstripped liquidity on re-opening the fund for one day only.
It had closed during the financial crisis along with many other
German open-end property funds during the massive run on
liquidity, only to be hit again by market uncertainty from Berlin
draft legislation on investor protection in May 2010, which was
eventually amended or withdrawn completely, Property Investor
Europe recounted.

SEB ImmoInvest is a German open-ended property fund.


STYROLUTION GROUP: Moody's Puts 'B1' CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Styrolution
Group GmbH (CFR at B1, PDR at B1-PD and senior secured notes
rating at B1) under review for downgrade. The rating action
follows the announcement that Ineos Industries Holdings Limited
(unrated) will acquire BASF (SE)'s (A1 stable) 50% share in
Styrolution, which is a joint venture between the two companies.

Ratings Rationale

The shareholders' agreement signed in 2011 at the formation of
the Styrolution JV included a call option for Ineos to purchase
BASF's share from February 2014 and the purchase price to be paid
by Ineos will now be EUR1.1 billion. The transaction is subject
to approval by the appropriate antitrust authorities and the
company expects it to close in the fourth quarter 2014. If all of
the EUR1.1 billion is funded through debt borrowed at Styrolution
the transaction could result in Moody's adjusted gross debt to
EBITDA increasing up to 5.0x from 2.2x as of March 31, 2014,
which would be in breach of the 4.0x trigger for what could
change the rating down. However, the company had EUR288 million
in cash as of March 31 and was upgraded to B1 from B2 in April
following the company's good performance in 2013 -- with
operating margins and cash flow generation significantly above
Moody's expectations.

Moody's review will evaluate the credit implications from Ineos'
acquisition of BASF's 50% share compared to Styrolution's current
B1 CFR. The review will also focus on any potential new capital
structure put in place as well as any changes in the company's
liquidity profile, strategic objectives and financial policy of
management now that they will be fully under Ineos' control. On
Moody's current assumptions, any downgrade of the CFR would be
limited to up to two notches. The B1 rating on the senior secured
notes are also under review for downgrade. Although Moody's does
not expect the transaction will trigger a change of control under
the notes, the rating agency will evaluate any potential
refinancing.

Styrolution's B1 CFR reflects the (1) challenging trading
environment in Europe and in the Asian polystyrene and ABS
markets; (2) exposure to feedstock price volatility; (3) lack of
product diversification; and (4) heightened substitution threat
for its polystyrene and ABS products.

However, Styrolution benefits from a (1) leading global market
share position in the styrenics market based on capacity,
combined with a global operational footprint; (2) cost leadership
position with a portfolio of first- and second-quartile rated
production plants in several markets, further supported by the
cost reductions associated with their restructuring program; (3)
certainty of supply of key raw materials, in large part as a
result of supply agreements with its shareholders and Ineos; and
(4) history of a conservative financial policy with low leverage.

Prior to the review process, Moody's said that the ratings could
be downgraded if performance deteriorates such that (1)
Styrolution's Moody's-adjusted EBITDA margin falls consistently
below 6%; (2) the company's Moody's-adjusted FCF turns negative
or the company experiences a significant decrease in liquidity;
or (4) its debt/EBITDA ratio rises above 4.0x.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 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.

Styrolution Group GmbH, based in Frankfurt, Germany, is a leading
global styrenics supplier (based on revenues), especially in
Europe and North America. Styrolution is focused on the
production and sale of polystyrene, acrylonitrile butadiene
styrene (ABS), styrene monomer, and other styrenic specialities.
The group is a joint venture between BASF (SE) and Ineos Group
Holdings S.A.. The joint venture became fully operational as a
new independent company on 1 October 2011. For financial year-end
December 2013, Styrolution's revenues and Moody's-adjusted EBITDA
were EUR5.8 billion and EUR404 million respectively.



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I R E L A N D
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FOREST LABORATORIES: Moody's Withdraws 'Ba1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the senior notes of Forest
Laboratories, Inc. to Baa3 from Ba1 as a result of the close of
the acquisition of Forest by Actavis plc. Actavis plc is the
ultimate parent of Actavis, Inc. and Actavis Funding SCS
(altogether, "Actavis"), both of which are rated Baa3. The
upgrade reflects the credit strength of the combined company as
well as the guarantee provided by Actavis plc. As a consequence
of the transaction, Moody's has withdrawn the Corporate Family
Rating, Probability of Default Rating and Speculative Grade
Liquidity Rating of Forest. The outlook is stable.

Upgrades:

Issuer: Forest Laboratories, Inc.

US$1050M 4.375% Senior Unsecured Regular Bond/Debenture Feb 1,
2019, Upgraded to Baa3 from Ba1

US$750M 4.875% Senior Unsecured Regular Bond/Debenture Feb 15,
2021, Upgraded to Baa3 from Ba1

US$1200M 5% Senior Unsecured Regular Bond/Debenture Dec 15,
2021, Upgraded to Baa3 from Ba1

Outlook Actions:

Issuer: Forest Laboratories, Inc.

Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Forest Laboratories, Inc.

Probability of Default Rating, Withdrawn , previously rated
Ba1-PD

Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-1

Corporate Family Rating, Withdrawn, previously rated Ba1

Ratings Rationale

The Baa3 rating on the Forest bonds reflects the guarantee by
Actavis plc. Going forward, the rating will be tied to the credit
profile of Actavis. Multiple acquisitions and Actavis' tax and
legal structure have resulted in a complex capital structure,
details of which can be found in Moody's report, Actavis: All
Baa3 Debt is Not Created Equal on www.moodys.com. Please also
refer to the credit opinion and other research on Actavis plc,
Actavis, Inc. and Actavis Funding SCS for more information.

The Baa3 rating reflects Actavis' significant size and scale in
the global generic pharmaceutical market. Moody's anticipates
that the company will have annual revenue and EBITDA in excess of
$15 billion and $4 billion, respectively. The company's revenue
will be roughly evenly split between generic pharmaceuticals and
branded pharmaceuticals with a well diversified portfolio of
products and dosage forms. The Baa3 is also supported by the
company's track record of deleveraging following acquisitions and
its willingness to use equity in order to maintain credit metrics
that are generally in-line with Moody's expectations for an
investment grade rating.

The rating is constrained by Actavis' aggressive acquisition
appetite as well as by elevated financial leverage (as measured
by adjusted debt to EBITDA). Moody's estimates that initial pro
forma debt to EBITDA is just under 4.0x (not including any future
cost savings or synergies). However, Moody's expects this to
decline rapidly due to growth in EBITDA (as synergies are
achieved) and repayment of debt with free cash flow. However,
given the rapid consolidation occurring in the pharmaceutical
industry, Actavis will likely continue to pursue acquisitions
which could increase leverage and integration risk in the future.

Though not expected given Actavis' acquisition appetite, Moody's
could over time upgrade the ratings if the company maintains
healthy organic revenue and EBITDA growth, and successfully
integrates and realizes synergies from its recent acquisitions.
Consideration of an upgrade would also require Actavis to
maintain a conservative capital structure, including sustaining
debt/EBITDA below 3.0 times.

Moody's could downgrade Actavis' ratings if the company
encounters significant integration challenges or deterioration in
operating performance due to declines in key branded franchises,
significant margin pressure in the generic pharmaceutical
business or failure to achieve expected synergies. Specifically,
failure to reduce debt/EBITDA to 3.5 times within 12-18 months of
the acquisition of Forest could lead to a downgrade.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012.

Headquartered in Dublin, Ireland, Actavis, plc (NYSE: ACT) is one
of the world's largest generic pharmaceutical companies. Actavis
also has a growing specialty branded drug business, as well as a
generic drug distribution business ("Anda").


EUROPEAN PROPERTY: S&P Affirms 'CCC-' Rating on Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
European Property Capital 3 PLC's class B and C notes.  At the
same time, S&P has affirmed its rating on the class D notes.

The rating actions follow S&P's review of the underlying loan's
credit quality by applying its criteria for European commercial
mortgage-backed securities (CMBS) transactions.

European Property Capital 3 is a European CMBS transaction that
closed in December 2005.  Four of the five original loans have
fully repaid since closing.  The Randstad loan is the sole
remaining loan in the pool.

The Randstad loan borrower failed to repay the outstanding loan
amount at maturity in August 2010.  The loan was subsequently
transferred to special servicing in October 2010, and the special
servicer agreed to a consensual sale of the portfolio in order to
maximize recovery proceeds for the lenders.

In the period between S&P's previous review on April 5, 2013 and
the most recent servicer report on May 23, 2014, the Randstad
loan's outstanding principal balance decreased to EUR43.0 million
from EUR94.7 million.  Over this period, 13 properties were sold
and four properties remained in the pool securing the loan.

On June 24, 2014, the property in Arnhem was sold at a gross sale
price of EUR1.3 million.  The cash manager will apply the
proceeds (net of costs) to the outstanding note balance on the
next payment date in August 2014.

The three remaining properties are located throughout the
Netherlands and comprise two warehouse/industrial properties
(Rotterdam and Beek) and one office property (Amsterdam).  These
properties were constructed at various times between 11 and 30
years ago, and are generally considered to be secondary in
nature.

As of the May 2014 servicer report, the properties are let on a
number of leases, with an aggregate vacancy level of 32.5% and a
weighted-average unexpired lease term of 4.6 years.  The top five
tenants account for 70.8% of the income, with the largest tenant
accounting for 21.7% of the income.

The securitized loan's debt service coverage ratio is 0.51x and
the securitized loan-to-value ratio is 183.7%, based on a July
2012 valuation of EUR25.6 million.

S&P has assumed losses on the loan in its base-case scenario.

S&P's ratings in this transaction address the timely payment of
interest and full repayment of principal no later than the legal
final maturity date in May 2015.

Although the class B notes have experienced a partial repayment,
S&P believes the available credit enhancement is insufficient to
mitigate asset-credit and liquidity risks at the currently
assigned rating level.  S&P has also taken into account timing
concerns and the potential risk of payment default at note
maturity in May 2015.  Therefore, S&P has lowered to 'B (sf)'
from 'BB+ (sf)' its rating on the class B notes.

S&P's analysis indicates that the class C notes will experience
principal losses under its base-case scenario.  S&P has therefore
lowered to 'CCC (sf)' from 'B (sf)' its rating on the class C
notes.

S&P has affirmed its 'CCC- (sf)' rating on the class D notes as
this class will likely experience principal losses.

European Property Capital 3 is a true sale transaction that
closed in December 2005 and was initially backed by a pool of
five loans secured against office, retail, and
industrial/warehouse properties located in the Netherlands,
Italy, and Portugal.  Four of the loans have fully repaid since
closing.  The remaining loan is secured by four properties in the
Netherlands.

RATINGS LIST

European Property Capital 3 PLC
EUR406.762 mil commercial mortgage-backed floating-
and variable-rate notes

                            Rating        Rating
Class     Identifier        To            From
B         XS0236879929      B (sf)        BB+ (sf)
C         XS0236880851      CCC (sf)      B (sf)
D         XS0236881313      CCC- (sf)     CCC- (sf)


ULSTER BANK: To Close Branches Across Ireland
---------------------------------------------
BreakingNews.ie reports that Ulster Bank is to close seven
branches and three sub-offices around the country.

The plans were outlined to staff on Tuesday and also include
plans to shut five branches in the North, BreakingNews.ie
relates.

Last year, the bank closed 11 separate locations in the Republic,
BreakingNews.ie recounts.

Up to 70 staff will be affected North and South of the border,
BreakingNews.ie notes.

As reported by the Troubled Company Reporter-Europe on June 17,
2014, Irish Examiner related that Royal Bank of Scotland has
pumped roughly GBP15 billion (almost EUR19 million) into Ulster
Bank since 2008 to shore up massive losses through its exposure
to the property market.

Ulster is the biggest bank in Northern Ireland and the third
biggest in the Republic of Ireland.



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


CERVED GROUP: Moody's Raises Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded the corporate family (CFR) and
probability of default (PDR) ratings of Cerved Group S.p.A. to B1
from B2, and to Ba3-PD from B1-PD, respectively. Concurrently,
Moody's has upgraded the rating on the group's senior secured
fixed rate notes due in 2020 to Ba3 from B2, and the rating on
the senior subordinated notes due in 2021 to B2 from B3. The
rating outlook is stable.

The upgrade follows the successful completion of Cerved's IPO on
June 24, 2014 and the subsequent full redemption of the 2019
notes on 30 June 2014. The ordinary shares offered in the IPO of
Cerved Information Solutions S.p.A (the new ultimate holding
company of Cerved) have been priced at EUR5.1 per ordinary share,
resulting in a market capitalization of approximately EUR995
million.

Ratings Rationale

The upgrade to B1 is based on: (1) the benefit of the IPO
proceeds, which significantly reduced the company's debt, leading
to a leverage of around 3.6x Debt/EBITDA (as adjusted by Moody's)
as of March 31, 2014 with good free cash flow generation going
forward; and (2) the solid operating performance of the company
in the last 18 months driven by both steady organic growth and
successful bolt-on acquisitions.

The B1 rating is also supported by: (1) Cerved's established role
as the largest credit information provider in Italy, serving the
largest banks and some of the largest corporate in the country;
(2) barriers to entry provided by its reputation and long-
standing relationship with some of its customers; (3) good
customer diversification in the corporate segment with modest
revenue concentration; and (4) a long and back-ended maturity
profile with no mandatory debt repayment until 2020.

However, the rating also reflects: (1) the group's relatively
small size; (2) its lack of geographic diversification; (3) the
continued challenging operating and economic environment in
Italy; and (4) its significant exposure to the weak Italian
banking sector.

The use of the proceeds from the company's IPO (together with
some cash on the balance sheet) to fully repay the senior secured
floating rate notes due 2019 will result in a meaningful
reduction in company-reported net leverage from approximately
4.6x to around 3.0x as of Q1 2014. This translates into Moody's
adjusted Debt/EBITDA ratio of around 3.6x as of Q1 2014.

Moody's expects that the company should continue to grow over the
next 12 months, which could lead to leverage falling below 3.5x.
The company has not publicly articulated a financial policy,
although Moody's expects it will maintain an adjusted leverage
ratio at about 3.5x. The rating agency would expect any future
acquisitions to be modest in size and to be financed mainly with
internal cash generation. However, the company has also not
announced a dividend policy, which could lead to further cash
consumption.

In spite of the challenging operating environment in Italy, the
performance of the group has remained resilient over recent
years. In 2013, on a pro forma basis for the acquisition of
Cerved Holding Group, Cerved increased revenues by 7.9%, to
EUR314 million from EUR291 million in 2012, and increased EBITDA
by 5%, to EUR152 million from EUR145 million. The improvements in
financial performance were mainly driven by the organic growth of
5.8% in revenue largely deriving from credit collection and
corporate credit information clients, and around 2% growth
resulting from several bolt-on acquisitions during the period.
The growth momentum continued in the first quarter of 2014 with
the group reporting EUR7.2 million increase in revenue and
EUR1.7 million increase in EBITDA (+10% and 4.6% respectively vs.
Q1 2013).

Cerved's liquidity is good, supported by EUR34 million cash on
the balance sheet at the end of March 2014 and the group's
EUR75 million revolving credit facility (fully undrawn as of
March 31, 2014), which does not include any maintenance
covenants. Despite material ongoing capex, Moody's expects the
group to generate solid free cash flow, benefiting from
approximately EUR14 million of annual interest savings following
the debt reduction. In addition, the group's liquidity is
supported by a long and back-ended maturity profile with the next
material debt obligation maturing in 2020.

Upward pressure on the rating could result if: (1) successful
execution of the current strategy leads to a sustainable increase
in revenue and EBITDA; and (2) leverage is maintained over time
at about 3.5x, together with free cash flow generation exceeding
10% of debt, and supported by and consistent with a publicly
articulated financial policy including on dividends.

Negative pressure could occur should leverage rise above 4.5x on
a sustained basis, or through concerns over the group's liquidity
profile.

Principal Methodologies

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

Cerved Technologies, incorporated in Italy, is the largest credit
information provider to both corporate and banks in Italy. Along
with key credit and business information the group also provides
marketing information and credit collection services. As at FYE
December 2013 the group reported revenues of EUR313.5 million and
EBITDA of EUR151.5 million pro forma the acquisition of Cerved
Holding S.p.A.


LIVINGSTON: Obtains Bankruptcy Protection
-----------------------------------------
Alan Dron at Air Transport World reports that Livingston has
staved off an attempt by ENAC (Ente Nazionale per l'Aviazione
Civile), Italy's civil aviation regulator, to suspend its
operating license.

ATW relates that ENAC announced last week that it planned to
withdraw the airline's permission to operate from July 14, "given
the obvious financial problems faced by the company."

The company -- its formal name is New Livingston, although its
aircraft operate under the Livingston title -- found itself in
difficulties following the bankruptcy of one of its debtors,
airport operator Aeradria, ATW discloses.

This was exacerbated by the decision of the Sardinian regional
government to withdraw a license for a PSO route operated by
Livingston between the Sardinian city of Alghero and Rome
Fiumicino, ATW notes.

Livingston applied to Court of Busto Arsizio for a "procedura di
concordato preventivo con riserva", the Italian equivalent of
Chapter 11 protection, "to overcome a temporary financial
crisis", ATW recounts.

It also applied to ENAC to revoke the suspension of its license,
ATW relays.

The carrier announced late Monday night that the court had
appointed a "judicial commissioner" to oversee its financial
restructuring process and that ENAC had withdrawn its threatened
suspension, ATW discloses.  This meant that services would
continue as normal past the previous July 14 cut-off point, ATW
states.

Livingston spokeswoman Silvia Ruscitto told ATW Tuesday that the
granting of bankruptcy protection would give it breathing space
to reform its finances.

Livingston is an Italian carrier.



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


SS&C TECHNOLOGIES: Moody's Lifts Ratings on $252MM Loans to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded SS&C Technologies, Inc.'s
corporate family rating to Ba2 from Ba3 and probability of
default rating to Ba3-PD from B1-PD. Concurrently, the senior
secured credit facility ratings at SS&C and its indirect wholly-
owned subsidiary, SS&C Technologies Holdings Europe S.a.r.l.
("SS&C Sarl"), were also upgraded to Ba2 from Ba3. The rating
outlook is stable and the speculative grade liquidity rating
remains unchanged at SGL-1.

The ratings upgrade reflects SS&C's steady improvements in
revenue, EBITDA and free cash flow generation since the 2012
GlobeOp and PORTIA acquisitions, as well as the company's
subsequent application of excess cash flows towards funded debt
repayment. Leverage on a debt to EBITDA basis (Moody's adjusted)
has declined to about 2.7 times (for LTM March 2014) from about
5.2 times (pro forma at the time of the 2012 acquisitions).
SS&C's revenue base has grown to about US$725 million (LTM March
2014) from about US$635 million for FY 2011 (pro forma for 2012
acquisitions) as a result of healthy organic growth rates within
the company's core business segments. From an overall industry
perspective, growth in alternative assets under administration,
the increasing complexity of securities products, increased
regulatory requirements and investor demand for transparency, as
well as a higher propensity of investment and asset management
firms to outsource mid and back office operations, support
Moody's expectations that SS&C will be able to sustain the
improvement in its operating performance.

The following ratings were upgraded:

Issuer: SS&C Technologies, Inc.

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba3-PD from B1-PD

$100 million Senior Secured Revolving Credit Facility due 2017
to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%)

$485 million (outstanding) Senior Secured Term Loan B-1 due 2019
to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%)

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

$202 million (outstanding) Senior Secured Term Loan A-2 due 2017
to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%)

$50 million (outstanding) Senior Secured Term Loan B-2 due 2019
to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%)

There was no change to the following:

Issuer: SS&C Technologies, Inc.

Speculative Grade Liquidity Rating at SGL-1

Outlook: Maintained at Stable

Ratings Rationale

SS&C's Ba2 Corporate Family Rating reflects the company's solid
market position in the hedge fund administration services market
and its enhanced scale following the 2012 acquisitions of GlobeOp
and PORTIA. The company's rating is supported by leverage on a
debt to EBITDA basis (Moody's adjusted) of about 2.7 times as of
the LTM period ended March 31, 2014, as well as the company's
demonstrated ability and willingness to reduce funded debt after
leveraging events. SS&C's credit profile benefits from the
favorable free cash flow characteristics of its business model,
as demonstrated by its high levels of contractual, recurring
revenues (92% of total LTM revenue as of Q1 2014) and maintenance
customer retention rates ( greater than 90% for core enterprise
products), along with low capital expenditure requirements.
Furthermore, SS&C's ratings are also supported by the high
switching costs of its services, as well as deep domain expertise
in the financial services sector (gained by providing software
enabled outsourcing services), which the company leverages for
developing/improving proprietary software, in order to anticipate
and meet increasingly complex client requirements.

However, the Ba2 rating also incorporates the company's tolerance
for high financial leverage and its acquisitive growth strategy.
As a result, over a longer term horizon, Moody's expect
deleveraging trends to be punctuated by opportunistic debt-
financed acquisitions. The Ba2 rating further reflects SS&C's
business risks arising from its dependence and focus on the
financial services sector, as well as high revenue concentration
in the volatile hedge fund segment of the financial services
industry, in addition to an intensely competitive industry
environment.

The stable ratings outlook is based on our expectations that SS&C
will continue to generate solid operating performance, maintain a
very good liquidity profile and sustain its currently strong free
cash flow to total debt levels. The rating anticipates that
future leverage improvements might be interrupted by moderately
sized debt funded acquisitions.

Though unlikely over the near term, SS&C's ratings could be
upgraded if the company continues to demonstrate strong organic
revenue and earnings growth trends, such that they result in a
substantial improvement in the size and scale of the company. A
ratings upgrade would also require the company to consistently
generate strong free cash flow, and sustain total debt-to-EBITDA
leverage below 2.5 times, after accommodating moderate size
acquisitions. Moody's could raise SS&C's ratings if management
demonstrates a commitment to balanced financial policies and
maintains very good liquidity.

Moody's could downgrade SS&C's ratings if weak business execution
or increasing competition leads to erosion in EBITDA margins and
free cash flow declines to below 15% of total debt for an
extended period of time. The ratings could also be downgraded if
SS&C's total debt-to-EBITDA leverage sustains above 3.5 times, on
an other than temporary basis. In addition, increase in debt to
drive shareholder returns or consummate large-sized or
transformative acquisitions could potentially trigger a ratings
downgrade.

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

On July 1, 2013 and March 10, 2014, Moody's Investors Service
assigned Ba3, LGD3 - 34% ratings to two senior secured term loan
bank credit facilities (CUSIP s 78466DAP9 and 78466DAQ7
respectively). Due to an internal administrative error, these
ratings were assigned under SS&C Technologies, Inc. Moody's has
corrected its ratings database to reflect the correct issuer name
as SS&C Technologies Holdings Europe S.a.r.l.

Headquartered in Windsor, CT, SS&C provides software products and
software-enabled services mainly to customers in the
institutional asset management, alternative investment management
and financial institutions vertical markets. SS&C reported
revenues of about $725 million for the LTM period ended March 31,
2014.



=================
M A C E D O N I A
=================


PROCREDIT BANK: Fitch Raises Issuer Default Ratings From 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded ProCredit Bank Macedonia's (PCBM)
Long-term Issuer Default Ratings (IDRs) to 'BBB-' from 'BB+' and
ProCredit Bank Kosovo's (PCBK) Long-term IDR to 'B+' from 'B'.

At the same, Fitch has affirmed the IDRs of two other subsidiary
banks of ProCredit Holding AG& Co.KGaA (PCH) in Serbia (PCBS) and
Bosnia (PCBiH).

KEY RATING DRIVERS - IDRS and SUPPORT RATINGS

The IDRs and Support Ratings of PCH's bank subsidiaries in
Kosovo, Serbia, Bosnia and Macedonia are driven by potential
support from their parent, PCH.  The support considerations take
into account the majority ownership, common branding, strong
parental integration and a track record of timely capital and
liquidity support to group banks from PCH.  However, the extent
to which such support can be factored into those entities'
ratings (with the exception of PCBM which is now rated one notch
below PCH) is constrained by Fitch's assessment of risks relating
to their respective countries.

The upgrade of PCBM's IDRs follows the upgrade of PCH's Long-term
IDR to 'BBB'.  The upgrade of PCBK's IDRs to 'B+' reflects
changes in Fitch's perception of the risks relating to Kosovo.

PCBS's Long-term foreign-currency IDR is constrained by Serbia's
Country Ceiling of 'B+', while PCBiH's Long-term foreign-currency
IDR reflects Fitch's assessment of country risks in Bosnia.  The
one notch uplift of the local currency IDR above the Country
Ceiling, in the case of PCBS, and above the bank's foreign
currency IDR, in the case of PCBiH, reflects the strength of
shareholder support.

RATING SENSITIVITIES - IDRS and SUPPORT RATINGS

Changes in Fitch's perception of risks relating to Kosovo or
Bosnia in either direction could affect PCBK's and PCBiH's IDRs
and Support Ratings.  Movements in Serbia's sovereign rating,
accompanied by a change in the Country Ceiling, are likely to
affect PCBS's IDRs.

PCBM's IDRs are at the level of Macedonia's Country Ceiling
(BBB-).  Both the bank's IDRs and Support Rating are therefore
sensitive to a downgrade of the Country Ceiling.  Upgrade of the
Country Ceiling would not trigger an upgrade of PCBM's IDRs in
view of PCH's 'BBB' Long-term IDR.  A downgrade of PCH's ratings
or a weakening, in Fitch's view, of the parental support
available to the bank would also result in a downgrade of PCBM's
IDRs and Support ratings, although neither is expected by Fitch.

KEY RATING DRIVERS - VRs of PCBK, PCBS and PCBiH

The VRs of PCBK, PCBS and PCBiH reflect their challenging
operating environments, which leave the banks' performance, asset
quality and potentially also capitalization vulnerable to local
market shocks.  The VRs of PCBS and PCBiH also consider a high
level of foreign currency lending, mostly to unhedged borrowers,
exposing the banks to additional credit risks in the event of a
potential sharp depreciation of their respective local currencies
(not currently Fitch's base-case expectation).

However, this is balanced by generally satisfactory asset quality
and already strong reserve coverage of existing overdue loans
(although moderate in the case of PCBiH).  Asset quality is
underpinned by a good level of diversification by sector and by
borrower, and by the group's centralized risk management and
control framework.  As a result, the banks' asset quality
typically outperforms that of their domestic peers.

In addition, the banks' liquidity positions are comfortable.
PCBK's deposit base is a rating strength, with the bank almost
entirely deposit-funded, and in the case of PCBS and PCBiH,
refinancing risk is limited, due to the presence of International
Financial Institutions (IFI) as the main providers of long-term
funding.

PCBK's and PCBS's capital positions are additionally supported by
the banks' strong internal capital generation capacity.  However,
PCBiH's 'b-' VR also reflects franchise limitations and the
bank's smaller scale, which results in lower profitability and
hence weaker internal capital generation.  As a result, the bank
has largely been reliant on regular capital support from PCH to
date.

PCBM's VR is not affected by the rating actions.

RATING SENSITIVITIES - VRs of PCBK, PCBS and PCBiH

The banks' VRs could be downgraded in the event of a material
worsening of the operating environment and a sharp deterioration
in asset quality that puts pressure on profitability and
capitalization.  Upside potential is currently limited for the
VRs of PCBK and PCBS given the challenges of their local
operating environments and the ensuing limitations on their long-
term prospects.

Positive pressure on PCBiH's VR would depend on the bank building
a track record in generating stronger operating revenues and
improving efficiency as well as strengthening its franchise.

The rating actions are as follows:

PCBK

  Long-term foreign currency IDR upgraded to 'B+' from 'B';
  Outlook Stable

  Short-term foreign currency IDR affirmed at 'B'

  Viability Rating affirmed at 'b'

  Support Rating affirmed at '4'

PCBM

  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+'

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

  Viability Rating: 'b+', not affected

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

PCBS

  Long-term foreign currency IDR affirmed at 'B+'; Outlook Stable

  Short-term foreign currency IDR affirmed at 'B'

  Long-term local currency IDR affirmed at 'BB-'; Outlook Stable

  Short-term local currency IDR affirmed at 'B'

  Viability Rating affirmed at 'b'

  Support Rating affirmed at '4'

PCBiH

  Long-term foreign currency IDR affirmed at 'B'; Outlook Stable

  Short-term foreign currency IDR affirmed at 'B'

  Long-term local currency IDR affirmed at 'B+'; Outlook Stable

  Short-term local currency IDR affirmed at 'B'

  Viability Rating affirmed at 'b-'

  Support Rating affirmed at '4'



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


ARES EUROPEAN VII: Fitch Rates Class E Notes 'B-(EXP)'
------------------------------------------------------
Fitch Ratings has assigned Ares European CLO VII BV's notes
expected ratings, as follows:

Class A-1: 'AAA(EXP)sf'; Outlook Stable
Class A-2A: 'AA+(EXP)sf'; Outlook Stable
Class A-2B: 'AA+(EXP)sf'; Outlook Stable
Class B: 'A+(EXP)sf'; Outlook Stable
Class C: 'BBB+(EXP)sf'; Outlook Stable
Class D: 'BB(EXP)sf'; Outlook Stable
Class E: 'B-(EXP)sf'; Outlook Stable
Subordinated notes: not rated

Final ratings are contingent on the receipt of final documents
conforming to information already reviewed.

Ares European CLO VII BV is an arbitrage cash flow collateralized
loan obligation (CLO).  Net proceeds from the issue of the notes
will be used to purchase a EUR340 million portfolio of European
leveraged loans and bonds.  The portfolio is managed by Ares
Management Limited.  The transaction features a four-year
reinvestment period.

KEY RATING DRIVERS

Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B' category.  Fitch has public ratings or credit opinions on 48
of the 49 obligors in the identified portfolio.  The weighted
average rating factor (WARF) of the identified portfolio, which
represents 45% of the target par amount, is 32.87, below the
covenanted maximum 33.0 for the ratings.

High Expected Recoveries

At least 90% of the portfolio will comprise senior secured
obligations.  Recovery prospects for these assets are typically
more favorable than for second-lien, unsecured and mezzanine
assets.  Fitch has assigned Recovery Ratings to 48 of the 49
obligations in the identified portfolio.  The weighted average
recovery rate (WARR) of the identified portfolio is 70.9%, above
the covenanted minimum of 69%,

Limited Interest Rate Risk

Interest rate risk is naturally hedged for most of the portfolio,
as 97% of the notes are floating-rate while a minimum of 90% of
assets must be floating-rate.  Fitch modeled both 10% and 0%
fixed-rate asset buckets in its analysis, and the rated notes can
withstand the interest rate mismatch associated with both
scenarios.

Exposure to Unhedged Non-Euro-Denominated Assets

The transaction is allowed to invest up to 5% of the portfolio in
non-euro-denominated assets.  Unhedged non-euro-denominated
assets are limited to a maximum exposure of 2.5% of the portfolio
subject to principal haircuts, and any other non-euro-denominated
assets will be hedged with FX forward agreements from settlement
date of up to 90 days.  The manager can only invest in unhedged
or forward hedged assets if after the applicable haircuts, the
aggregate balance of the assets is above the reinvestment target
par balance.  Investment in non-euro-denominated assets hedged
with perfect asset swaps as of the settlement date is allowed up
to 30% of the portfolio.

RATING SENSITIVITIES

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

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

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


ARES EUROPEAN VII: Moody's Assigns '(P)B2' Rating to Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Ares
European CLO VII B.V.:

  EUR207,400,000 Class A-1 Senior Secured Floating Rate Notes due
  2028, Assigned (P)Aaa (sf)

  EUR23,300,000 Class A-2A Senior Secured Floating Rate Notes due
  2028, Assigned (P)Aa2 (sf)

  EUR11,300,000 Class A-2B Senior Secured Fixed Rate Notes due
  2028, Assigned (P)Aa2 (sf)

  EUR20,400,000 Class B Senior Secured Deferrable Floating Rate
  Notes due 2028, Assigned (P)A2 (sf)

  EUR14,200,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2028, Assigned (P)Baa2 (sf)

  EUR28,300,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2028, Assigned (P)Ba2 (sf)

  EUR11,300,000 Class E Senior Secured Deferrable Floating Rate
  Notes due 2028, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

Ratings Rationale

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2028. The provisional ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Ares Management
Limited, has sufficient experience and operational capacity and
is capable of managing this CLO.

Ares Euro VII is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior obligations and up to
10% of the portfolio may consist of unsecured senior loans,
second-lien loans, mezzanine obligations and high yield bonds.
The portfolio is expected to be 65% ramped up as of the closing
date and to be comprised predominantly of corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the six month ramp-up period in
compliance with the portfolio guidelines.

Ares Management will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four-year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk obligations and credit
improved obligations, and are subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 35,650,000 of subordinated notes. Moody's
has not assigned rating to this class of notes.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
February 2014. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR340,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 4.00%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 42.0%

Weighted Average Life (WAL): 8.0 years.

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the provisional rating
assigned to the rated notes. This sensitivity analysis includes
increased default probability relative to the base case. Below is
a summary of the impact of an increase in default probability
(expressed in terms of WARF level) on each of the rated notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), holding all other factors equal.

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: -1

Class A-2A Senior Secured Floating Rate Notes: -2

Class A-2B Senior Secured Fixed Rate Notes: -2

Class B Senior Secured Deferrable Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -1

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: -2

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Class A-1 Senior Secured Floating Rate Notes: -1

Class A-2A Senior Secured Floating Rate Notes: -3

Class A-2B Senior Secured Fixed Rate Notes: -3

Class B Senior Secured Deferrable Floating Rate Notes: -4

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -4

Further details regarding Moody's analysis of this transaction
may be found in the upcoming pre-sale report, available soon on
Moodys.com.

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:

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. Ares Management's investment
decisions and management of the transaction will also affect the
notes' performance.


CIMPOR FINANCIAL: S&P Assigns 'BB' Rating to Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Cimpor Financial Operations B.V.'s proposed senior
unsecured notes.  The rating on the notes reflects the
unconditional and irrevocable guarantee from InterCement
Participacoes S.A. and InterCement Brasil S.A. (BB/Positive/--).
S&P expects the InterCement group to use proceeds for debt
prepayment.  The rating on these notes is the same as the
corporate credit rating on the guarantor, InterCement Brasil,
given the enforceability of the guarantee.

S&P views InterCement and Cimpor as integrated companies.  After
the public announcement to acquire the remaining 67% of Cimpor's
shares through Portugal's stock exchange, InterCement agreed with
Brazil-based Votorantim Industrial S.A. to exchange the latter's
21.21% equity interest in Cimpor in return for some of Cimpor's
cement production assets in Africa and Asia together with 21.21%
of Cimpor's net debt.  This asset swap was concluded Dec. 2012
and increased InterCement's stake in Cimpor to 94.1%.

S&P also analyzes Camargo Correa S.A. (BB/Positive/--) and
InterCement as an economic group.  Therefore, S&P bases its
financial analysis mostly on Camargo's consolidated figures, but
it deconsolidates its stake in assets where it does not exercise
full control.  In S&P's view, InterCement is one of the most
successful controlled businesses of the group, with significant
contributions to Camargo's reported figures.  Although S&P views
the separation between both companies within the group as
increasing after the acquisition of Cimpor, its analysis is based
on the assumption that InterCement will remain as Camargo's main
cash generator and that the latter should continue to exercise
control over InterCement's principal financial policies.  S&P
expects InterCement's stable revenue stream and margins to drive
Camargo's leverage and creditworthiness.  Therefore, S&P
considers InterCement as a core subsidiary of Camargo, as
reflected in both companies bearing the same default risk.

RATINGS LIST

InterCement Brasil S.A.
  Corporate credit rating                BB/Positive/--


Rating Assigned

Cimpor Financial Operations B.V.
  Senior unsecured notes                 BB


NORTHERN LIGHTS: Moody's Cuts Rating on US$150MM Notes to 'B3'
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded and
placed on review for downgrade the rating of the following notes
issued by Northern Lights Bulgaria B.V.:

USD150,000,000 Loan Participation Notes due 2014 Series 2012-1,
Downgraded to B3 and Placed Under Review for Possible Downgrade;
previously on Sep 16, 2013 Downgraded to B1

Ratings Rationale

Moody's explained that the rating action taken is the result of
the B1 rating of the Corporate Commercial Bank AD being
downgraded to B3 and placed on review for downgrade.

This transaction represents the repackaging of USD150M facility
agreement to Corporate Commercial Bank AD. Payments received by
the Issuer under the Facility Agreement will be used to make
payments due under the Notes.

Moody's expects to conclude this review when the review on
Corporate Commercial Bank AD is completed.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was Moody's
Approach to Rating Repackaged Securities published in April 2010.

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

Given the pass through nature of the transaction, holders of the
notes will be fully exposed to the credit risk of Corporate
Commercial Bank AD. A downgrade or an upgrade of the Corporate
Commercial Bank AD will trigger an equal downgrade or upgrade on
the Notes.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively or positively
impact the ratings of the notes, as evidenced by 1) uncertainties
of credit conditions in the general economy 2) more specifically,
any uncertainty associated with the underlying credit in the
transaction could have a direct impact on the repackaged
transaction.



===========
P O L A N D
===========


* POLAND: Number of Bankruptcies Down to 76 in June 2014
--------------------------------------------------------
According to Warsaw Business Journal's Kamila Wajszczuk, a report
issued by Euler Hermes on Wednesday showed that in June 2014,
about 76 Polish companies were officially declared bankrupt.

A year ago, the June figure was 85, WBJ notes.

Throughout the first half of 2014, the recorded number of
bankruptcies was 418 compared to 483 in the corresponding period
of 2013, WBJ discloses.



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


BANCO ESPIRITO: S&P Affirms 'BB-/B' Ratings; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Portugal-based Banco Espirito Santo S.A. (BES) and its
core subsidiary Banco Espirito Santo de Investimento S.A. (BESI)
to negative from stable.  At the same time, S&P affirmed its
'BB-/B' long- and short-term counterparty credit ratings on both
banks.

The outlook revision reflects S&P's view of the incremental
pressures it sees on BES' business and financial positions.

In S&P's view, the recent and unexpected resignation of the BES'
executive committee's chairman and of several of its board
members, along with proposed management changes in the context of
a reported dispute among BES' ultimate controlling
shareholders -- poses significant challenges to BES' management
stability and focus.  These developments occurred since S&P last
revised its outlook on BES to stable from negative on May 21,
2014.  At that time, S&P saw the ratings on BES stabilizing as it
believed its recently completed capital increase further
supported its "moderate" assessment of its capital and earnings.
S&P did not anticipate material disruptions either to BES'
management stability or to its franchise even accounting for
anticipated changes to BES' shareholder structure, including the
dilution of Espirito Santo Financial Group S.A. (ESFG; not rated)
and therefore Espirito Santo International (ESI) -- both of which
form part of BES' controlling holding group.

S&P also believes that the disclosure of further accounting
irregularities at ESI, over and above what it had incorporated
into its ratings at the time of its May 21 outlook revision,
compounds the challenges to BES' franchise and may affect its
financial strength.  Further, the disclosed irregularities could
indicate a weaker-than-anticipated financial position of ESI.  At
the time of S&P's May 21 outlook revision, it anticipated that
BES' business and financial profile would benefit from the stable
trends S&P saw in the economic and industry risks in the
Portuguese banking system.

S&P affirmed its 'BB-/B' ratings on BES because its view of its
'bb-' stand-alone credit profile (SACP) remains unchanged.  The
SACP incorporates the 'bb' anchor that S&P applies to financial
institutions operating primarily in Portugal, with a one-notch
downward adjustment for S&P's assessment of BES' moderate
liquidity.  S&P assess BES' business position and risk profile as
adequate; its capital and earnings as moderate, particularly
after its recent capital increase; and its funding as average.
The ratings on BES do not benefit from any uplift for potential
government support, despite S&P's view of its high systemic
importance for the Portuguese banking system.

The affirmation of S&P's 'BB-/B' ratings on BESI and the revision
of its outlook on BESI to negative from stable reflect the rating
actions on its 100% parent BES, given that S&P considers BESI as
a "core" subsidiary of BES.  The outlook revision on BESI also
reflects the possibility that, consistent with S&P's criteria, it
might lower the degree of parent support it incorporates into its
ratings on BESI if, in contrast to S&P's current belief, BESI's
strategic importance within the BES group were to diminish.  S&P
believes that the above-mentioned shareholder disputes could
affect BESI's strategic direction, given the public statements by
BES and BESI's chairman on potential shareholder structure and
strategic changes.  BESI's aligned strategy to BES and its
complementary services to BES' domestic and international
corporate banking business are key elements in S&P's assessment
of BESI's strategic importance within BES group, in addition to
BES' controlling stake in BESI and their shared name and brand.

The negative outlook primarily reflects the possibility that S&P
could lower the ratings if the current incremental pressures S&P
sees on BES' business and financial profiles were to weaken its
credit standing.  In particular, S&P could lower its ratings on
BES if it was to conclude that BES' management instability could
reduce its strategic focus and business stability.  In addition,
S&P could lower its ratings on BES if it anticipates that
financial weaknesses at BES' controlling holding group -- either
on its own or adding to uncertainties surrounding management
changes -- are likely to have a negative impact on the stability
of BES' business and franchise or ultimately to weaken its risk
and overall financial positions.

S&P believes some of the corporate governance changes announced
by BES -- as well as the restructuring announced by its
controlling holding group following the disclosure of accounting
irregularities -- could take several months to complete and their
effects may take even longer to materialize.  In this context,
S&P sees possible negative pressure on the ratings on BES over
the medium term.  S&P believes, however, that if further negative
developments take place or that shorter-term adverse effects on
BES' business or financial profiles from recent developments
appear likely, then S&P could lower the ratings in the short
term.

While unlikely at this point, a revision of the outlook to stable
would largely depend on BES demonstrating an ability to preserve
its business stability and franchise once it has completed
changes to its corporate governance, and showing a track record
of management stability and strategic focus.  A stable outlook
would also depend, in part, on BES maintaining its financial
profile in line with S&P's current expectations while the
restructuring of BES controlling holding group proves effective
in addressing identified weakness, without any negative
implications for BES.

The negative outlook on BESI mirrors that on its parent, BES.  In
addition, it reflects the possibility that S&P could revise its
view of the strategic importance to BES of the subsidiary, which,
in turn, could cause S&P to reduce the amount of parent support
it incorporates into its ratings and to lower the long-term
rating on BESI.  This could happen if there were signs that BESI
intended to progressively differentiate its business strategy
from BES, particularly in the context of changes in its
shareholders structure.  In this scenario, S&P believes BESI's
risk profile could be modified and increased above that of the
rest of the group.

S&P could revise the outlook on BESI to stable following a
similar action on BES and once it has more clarity about BESI's
future strategy.  In this case, BESI's strategy would need to
remain aligned with that of its parent; its risk profile not
deviate substantially from current levels; and the capacity and
willingness of BES to fully support BESI remain in line with
S&P's criteria definition of a "core" subsidiary.



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


SAKHA REPUBLIC: S&P Assigns 'BB+' Rating to RUB2.5BB Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' long-term global scale rating and 'ruAA+' Russia national
scale rating to the Russian ruble (RUB) 2.5 billion (about $74
million) seven-year amortizing senior unsecured bond to be issued
by the Russian Republic of Sakha on July 2, 2014.

The bond will have 28 fixed-rate coupons and an amortizing
repayment schedule.  According to the redemption schedule, 20% of
the bond is to be repaid in 2015, 10% in 2016, 20% in 2017, 20%
in 2018, 10% in 2019, 10% in 2020, and the remaining 10% in 2021.

The ratings on Sakha are constrained by our view of Russia's
"developing and unbalanced" institutional framework, under which
Sakha's budgetary performance depends heavily on the federal
government's decisions regarding revenue sources and expenditure
responsibilities.  The region's low budgetary flexibility is also
a negative ratings factor.  Heavy economic concentration on
extraction of natural resources, which is exacerbated by high
dependence on a single taxpayer, further limits the
predictability of Sakha's financials.  S&P also views Sakha's
management as "negative" in an international context, mostly
owing to a lack of reliable long-term financial planning, a
situation which is common among Russian regional governments.
Moderate budgetary performance is neutral for Sakha's
creditworthiness, in S&P's view.  The region's vast territory,
remote location, and severe subarctic climate increase costs and
translate into moderately high contingent liabilities.  The
ratings are supported by S&P's view of Sakha's low debt and
positive liquidity.

S&P's outlook on Sakha is negative, reflecting its view that
Sakha's sluggish revenue growth and continued need to increase
social expenditures will result in moderate budgetary performance
and might lead to faster direct debt accumulation and gradual
cash depletion.  This could, in turn, undermine Sakha's
liquidity, which S&P currently views as "positive," as it defines
this term in its criteria.



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


CAIXABANK: Fitch Affirms 'BB' Rating on Upper Tier 2 Sub. Debt
--------------------------------------------------------------
Fitch Ratings has revised Spain-based CaixaBank, S.A.'s Outlook
to Positive from Negative.  Its Long-term Issuer Default Rating
(IDR) has been affirmed at 'BBB', Viability Rating (VR) at 'bbb'
and Short-term IDR at 'F2'.  At the same time, the agency has
affirmed CaixaBank's Support Rating (SR) of '2' and Support
Rating Floor (SRF) of 'BBB'.

Fitch has also revised Fundacion Bancaria Caixa d'Estalvis i
Pensions de Barcelona, "la Caixa" (formerly, Caja de Ahorros y
Pensiones de Barcelona; La Caixa) Outlook to Positive from
Negative, while affirming its ratings at Long-term IDR 'BBB-' and
VR 'bbb-'.  La Caixa acts as CaixaBank's holding company.

The Outlook revision reflects potential further improvements to
asset quality as the bank continues to reduce non-performing
loans (NPL) and real estate-related problem assets.

KEY RATING DRIVERS - IDRS, SENIOR DEBT RATINGS AND VR

CaixaBank's IDRs and senior debt ratings are driven by its
standalone credit fundamentals as expressed by its VR.  The
bank's VR primarily reflects weak, albeit improving, asset
quality and strengthening capitalization, which should be
sustained by improving profitability.  The VR also reflects the
bank's leading retail franchise in Spain, which provides it with
robust customer funding and liquidity.

CaixaBank has seen a gradual decline in its NPLs from their peak
in mid-2013.  Fitch expects NPLs to trend further downwards in
2014 as the Spanish economy slowly recovers, and this downwards
trend should be helped by the bank's record in recovering
arrears. At end-1Q14, CaixaBank's NPL ratio stood at 11.6%
(14.3%, including foreclosures) with a coverage of 60%.  Fitch
considers this coverage adequate as the bulk of NPLs are backed
by mortgage collateral.

Asset quality should further be helped by the bank's efforts to
reduce its risk appetite, mainly through a gradual reduction in
its exposure to real estate developers, although this still
represents almost 15% of gross loans and foreclosures.  The bank
also has restructured substandard loans that are not included in
NPLs, and a reduction of this portfolio would further strengthen
asset quality.

CaixaBank's capitalization has strengthened, following the
reduction of the bank's balance sheet size, the conversion of
mandatory convertibles, and some earnings retention.  In
addition, capital has benefited from an amendment of Spanish
corporate tax legislation that has led to lower deductions for
deferred tax assets, and from the regulatory treatment of
CaixaBank as a financial conglomerate.  CaixaBank's end-1Q14
Fitch core capital/risk-weighted assets ratio was good at an
estimated 12.6%, but still remains at risk from unreserved NPLs.

Earnings in 2013 were affected by one-off items and Fitch expects
profitability to improve in 2014, largely due to lower funding
costs.  In addition, the bank expects to achieve planned cost
synergies that, together with a gradual decline in loan
impairment charges, should improve internal capital generation.

CaixaBank's diversified funding structure and sound liquidity is
reflected in its VR.  Strong de-leveraging, which should continue
in 2014, albeit at a slower pace, and an increased deposit
franchise have roughly closed the gap between loans and deposits.

RATING SENSITIVITIES - IDRS, SENIOR DEBT RATINGS AND VR

The bank's IDRs are sensitive to the same key rating factors of
the VR. The Positive Outlook indicates upside potential for
CaixaBank's VR and, consequently, the Long-term IDR.

The bank's VR may be upgraded if the bank manages to further
reduce problem assets, continuing the trend seen in the last two
quarters.  Any upgrade would be contingent on capitalization
remaining sound.  Upward momentum for the ratings could also
result from an improvement of operating profitability, including
pre-impairment operating profit.

Downward pressure on the VR, which Fitch do not expect in the
short-term, could arise from deteriorated asset quality and
weaker profitability.

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

CaixaBank's SR of '2' and SRF of 'BBB' take into account Fitch's
expectation of a high probability of state support to the bank,
if required.  This is due to CaixaBank's systemic importance in
Spain, with a national market share of deposits of close to 15%.

The SR and SRF are sensitive to a weakening of Fitch's
assumptions around Spain's ability and willingness to provide
timely support to banks.  Of these, the greatest sensitivity is
to progress made in the implementation of the Bank Recovery and
Resolution Directive and Single Resolution Mechanism, which will
result in a downgrade of the SR to '5' and a revision of the SRF
to 'No Floor', most likely in late 2014 or 1H15.  Timing will be
influenced by progress made on bank resolution legislation.

KEY RATING DRIVERS - LA CAIXA'S IDRS, SENIOR DEBT AND VR

La Caixa is the holding company with a 60.5% stake in CaixaBank,
its main operating subsidiary.  La Caixa's IDRs and VR are linked
to CaixaBank's.  La Caixa is rated one notch below CaixaBank to
reflect a planned dilution of the stake to 55.9%, following the
conversions of exchangeable bond issues of La Caixa.  The
notching also reflects double-leverage, which remains somewhat
high at about 125%.

On June 16, 2014, La Caixa was converted into a banking
foundation, in compliance with the Dec. 27, 2013, law on savings
banks and banking foundations and no longer holds a banking
license.  This is part of the reorganization of the group
announced by La Caixa's board of directors on 10 April 2014 and
approved by its General Assembly on May 22, 2014.

In assessing La Caixa's debt-servicing ability, Fitch considers
cash flows from CaixaBank, and cash flows from its wholly-owned
Criteria CaixaHolding S.A.U's stakes of 34.5% in Gas Natural SDG,
S.A. (BBB+/Stable) and 19.2% in Abertis Infraestructuras, S.A.
(BBB+/Negative).  These investments have provided fairly stable
dividends to Criteria.  Moreover, Criteria has a stock of less
liquid equity holdings and legacy real estate assets.

RATING SENSITIVITIES - LA CAIXA'S IDRS, SENIOR DEBT AND VR

La Caixa's IDRs, VR and senior debt ratings are primarily
sensitive to the same factors that might drive a change to
CaixaBank's IDRs.  A higher double-leverage ratio and/or a
weakening of its ability to service debt would also affect La
Caixa's ratings, although Fitch sees the latter as fairly
unlikely in the foreseeable future.

Upon completion of the reorganization, La Caixa's IDRs and debt
ratings will be withdrawn, and Fitch may assign ratings to
Criteria, which will potentially be at the same level as La Caixa
for the reasons noted in the above referenced rating action
commentary.

KEY RATING DRIVERS AND SENSITIVITIES - LA CAIXA'S SR AND SRF

La Caixa's SR of '5' and SRF of 'No Floor' reflect Fitch's belief
that support cannot be relied upon as it is a holding company,
rather than a deposit-taker.  Upon completion of the group's
reorganization, these ratings will be withdrawn.

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

Subordinated debt and hybrid capital instruments issued by
CaixaBank and La Caixa are all notched down from their VRs, in
accordance with Fitch's assessment of non-performance and
relative loss severity risks, reflecting below-average loss
severity for this type of debt.

The debt ratings are sensitive to changes in CaixaBank's VR.
Subordinated debt of La Caixa will be transferred to Criteria
following the completion of the reorganization.

The rating actions are as follows:

CaixaBank:

Long-term IDR: affirmed at 'BBB'; Outlook revised to Positive
  from Negative
Short-term IDR: affirmed at 'F2'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '2'
Support Rating Floor: affirmed at 'BBB'
Senior unsecured debt long-term rating: affirmed at 'BBB'
Senior unsecured debt short-term rating and commercial paper:
  affirmed at 'F2'
State-guaranteed debt: affirmed at 'BBB+'
Lower tier 2 subordinated debt: affirmed at 'BBB-'
Upper tier 2 subordinated debt: affirmed at 'BB'
Preferred stock: affirmed at 'B+'

La Caixa:

Long-term IDR: affirmed at 'BBB-'; Outlook revised to Positive
  from Negative
Short-term IDR: affirmed at 'F3'
Viability Rating: affirmed at 'bbb-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Subordinated debt: affirmed at 'BB+'
Senior unsecured debt long-term rating: affirmed at 'BBB-'
State-guaranteed debt: affirmed at 'BBB+'


CAMPOFRIO FOOD: Moody's Raises Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating (CFR) and the probability of default rating (PDR) of
Campofrio Food Group, S.A. to Ba3 and Ba3-PD from B1 and B1-PD
respectively. Concurrently, Moody's has upgraded to Ba3 from B1
the rating of the company's senior notes due 2016. The outlook is
stable.

Ratings Rationale

The rating action follows on from the conclusion of Moody's
review of the acquisition of Campofrio by a consortium led by
Sigma Alimentos, S.A. de C.V. (Sigma, Baa3 negative) and WH Group
Limited (formerly Shuanghui International). In December, 2013,
the two companies had filed a joint tender offer for the
remaining shares of the company and following regulatory
approvals the tender process was successfully finalized on
June 10, 2014 reaching 98.3% of the total Company's shares, which
is in the process of being delisted from the Madrid and Barcelona
Stock Exchanges. Sigma and WH Group now own 61.4% and 36.9%
respectively of Campofrio, while additional shares purchases are
still taking place aiming to acquire 100% of the Company.

Whilst Sigma is expected to consolidate Campofrio into its
accounts, Campofrio is still currently financed on a standalone
basis and this is not expected to change in the near term. Whilst
Campofrio's standalone credit is equivalent to a B1 profile, the
upgrade recognizes that its acquisition by a strong industry
player is credit positive.

Moody's will continue to assess the extent of Campofrio's
integration into Sigma, and the benefits accruing from such
integration. These may include various cost synergies, and also
revenue synergies through access to new distribution markets,
which together may benefit revenues and margins. Moody's will
also review the extent of possible financial integration of
Campofrio with Sigma. Including any potential future financial
support from Sigma which could eventually result in a higher
rating outcome. However, Moody's notes that the JV nature of the
acquisition may complicate such arrangements, with Sigma having
four board seats and WH Group having three.

In its trading statement for the three months ended March 31,
2014, Campofrio reported total net revenues down by 1.2% year-on-
year to EUR436 million due to lower meat prices off-set by higher
volumes which were up by 2.1% year-on-year. Due to lower meat
costs and lower overheads, reported EBITDA for the quarter rose
by 9.9% to EUR27.9 million. Operating cash flow was negative
during the quarter mainly due to an increase in working capital
out flow which is expected to unwind during the coming quarters.
The adjusted Debt/EBITDA ratio marginally reduced to 5.5x at the
end of the quarter from 5.6x as of 31 December 2013

Rating Outlook

The stable outlook is based on the expectation that on a
standalone basis the company will maintain its current operating
performance and achieve further gradual deleveraging combined
with improvement in its adjusted EBIT margin.

What Could Change The Rating Up

The ratings could be upgraded depending upon the extent of
Campofrio's integration into Sigma as described above, and the
benefits accruing from such integration. On a standalone basis,
there could be upward pressure on the rating if there is an
improvement in the company's profitability leading to sustainable
adjusted Debt/EBITDA of around 4.0x, combined with a material
improvement in the adjusted EBIT margin while generating positive
free cash flow and maintaining a good liquidity profile.

What Could Change The Rating Down

On a standalone basis, the ratings could be downgraded if
adjusted Debt/EBITDA increases materially above 6.0x. Any
concerns about liquidity or significant negative trends in the
company's key markets are also likely to result into downward
rating pressure.

Principal Methodologies

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

Headquartered in Madrid, Campofrio is the largest producer of
processed meat products in Europe. In 2013, Campofrio generated
approximately EUR1.9 billion revenue and EUR146 million
normalized EBITDA.



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


TURCAS PETROL: Fitch Affirms 'B' Long-Term IDRs; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Turkey-based Turcas Petrol A.S.'s
Long-term foreign and local currency Issuer Default Ratings (IDR)
at 'B' and its National Long-Term Rating at 'BBB-(tur)'.  The
Outlook is Stable.

Turcas's decision to divest its stake in the STAR refinery
project, thereby avoiding high capital commitments, has addressed
one of the company's key credit risks.  Fitch now forecasts
deleveraging to levels commensurate with a higher rating over the
next two to three years from funds from operations (FFO)-adjusted
net leverage of over 8x at end-2013.  Other factors supporting
the ratings include Turcas's positive free cash flow after
dividends, strong liquidity and long-dated debt maturity profile.

However, even with a much improved financial profile, Turcas's
ratings will continue be constrained by the limited
diversification of its revenue stream and by the implied average
rating of the subordinated dividend income from its two main
investments.  As a result, Fitch sees the rating ceiling for
Turcas at 'B+'.

Turcas is an investment holding company with minority stakes in
JVs in energy-related sectors in Turkey (BBB-/Stable).  Its main
investments are a 30% stake the leading Turkish fuel distributor
Shell & Turcas Petrol (STAS) and a 30% stake in Denizli, a gas-
fired plant commissioned in 2013.

KEY RATING DRIVERS

Limited Income Stream Diversification

Fitch expects STAS to remain Turcas's primary source of revenue
in the next three years as weak gas and power prices will
constrain Denizli's capacity to fully cover its shareholder loan
repayments or contribute dividends.  STAS, Turcas's JV with Royal
Dutch Shell plc (AA/Stable), is Turkey's leading fuel distributor
with 1,042 Shell-branded gas stations and a reported operating
profit of TRY240 million in 2013.

Fitch does not rate STAS but believes that, based on a comparison
with other rated fuel retailers, its profile would warrant rating
in the 'BB' category.  This captures its limited geographical
diversification and full exposure to Turkey's regulatory and
economic environment, which are balanced by its strong financial
metrics and leading position in the growing domestic market.

Reliable Dividend Flows from STAS

Turcas's lack of control over STAS's dividend distributions is
strongly mitigated by the track record of recurring payments
received over the past seven years.  Income from STAS also
includes management fees based on a pre-approved formula.  In
aggregate, cash inflows from STAS over 2007-2013 amounted to
TRY363 million, compared with TRY127 million dividend paid by
Turcas to its shareholders.  Dividend payments from STAS reduced
in 2011-2012 due to a regulatory reduction in contracts' length
with dealers and the depreciation of the TRY.

Performance in 2014 will be affected by a two-month cap on fuel
prices imposed by the energy regulatory authority in late March
and by the weaker TRY/USD.  Fitch's forecasts assume dividends
from STAS at a conservative level and stable distributions over
the next three years.

Pressure on Denizli's Cash Flows

Although Denizli's newly commissioned 775 megawatt gas-fired
power plant is one of the most efficient in Turkey, the economics
of the project are now unlikely to meet pre-investment
assumptions due to challenging conditions in the gas and power
market.  In Fitch's view, this, combined with Denizli's asset
concentration and limited operational track record, would
constrain its standalone rating in the 'B' category.

Turcas's debt consists of project loans raised to finance its 30%
share in the construction of the plant.  Fitch had previously
assumed that from 2015, the debt service of these facilities
would be fully covered by payments from Denizli under a
shareholder loan structured to mirror their terms.  Fitch's
forecasts now project that Turcas will have to fund a shortfall
in Denizli's repayments over the next three years.

Exit from STAR Credit Neutral

In May 2014, Turcas sold its 18.5% stake in the STAR refinery
project to State Oil Company of the Azerbaijan Republic (BBB-
/Stable) for USD59.4 million.  The decision to exit the project
came after the estimated construction cost of the 10bn tonne
refinery was revised to USD5.7 billion from USD5 billion.  This
would have translated into an increase of USD120 million in
Turcas's equity commitment to USD444 million, with significant
pressure on its external funding requirements and credit metrics.

While the disposal reverses these risks, it also has some
implications for Turcas's operational profile, with no prospects
for a more diversified revenue and asset base in the medium term.
In mitigation, Turcas's financial ratios will now offer some
headroom for investments in other new ventures.

Improving Credit Metrics

Turcas's credit metrics at end-2013 were weak for the ratings,
with net FFO leverage at 8.7x, compared with the peak of 6.4x
Fitch had previously projected for end-2014.  This reflected
unfavorable FX trends and high capital commitments.

Fitch's base rating case now forecasts a gradual reduction in net
FFO leverage, to 2.0x by end-2016 and a strengthening in
dividend/gross interest cover to 6.0x (4.0x at end-2013).  This
contrasts with our previous expectations of weakening leverage
and coverage ratios and reflects the material reduction in
Turcas's external funding needs and the positive effect of the
cash proceeds from the disposal of its 18.5% stake in the STAR
refinery project.

Strong Liquidity, Comfortable Maturities

At end-1Q14, Turcas's liquidity was adequate with TRY92 million
of cash and TRY58 million in short-term debt.  Cash flow
generation was boosted in May 2014 by the USD59.4 million
proceeds from the sale of the stake in STAR.  Total debt of
TRY471 million consisted of amortizing project-related long-term
loans denominated in EUR and USD.  Free cash flow is forecast to
be positive over 2014-2016.

RATING SENSITIVITIES

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

   -- FFO adjusted net leverage consistently below 3x coupled
      with greater diversification of dividend income; or
   -- FFO adjusted net leverage consistently below 2x

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

   -- FFO adjusted net leverage exceeding 6x on a sustained
      basis.



=============
U K R A I N E
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MRIYA AGRO: Fitch Affirms 'CCC' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Ukraine-based agricultural producer
Mriya Agro Holding Public Limited's (Mriya) Long-term foreign
currency Issuer Default Rating (IDR) at 'CCC'.  The rating is
capped by Ukraine's Country Ceiling of 'CCC'.  Fitch has also
affirmed the company's Long-term local currency IDR at 'B-' with
a Negative Outlook and downgraded the National Long-term rating
to 'AA-(ukr)' from 'AA(ukr)'.

The foreign and local currency IDRs reflect the political and
economic uncertainty in Ukraine, which may ultimately threaten
Mriya's financial flexibility and its ability to meet its debt
obligations.  The downgrade of the National Long-term rating
reflects the company's exposure to refinancing risks and weak
liquidity position relative to other corporates in the country.
However, Fitch believes that seasonal funding in Q214 (when
working capital peaks) has been procured and therefore expect
some improvement in liquidity in 2H14, supplemented by
conservative capex plans.

Mriya's ability to continue funding its operations while keeping
leverage under control will remain key rating factors as long as
the current difficult operating environment persists.

KEY RATING DRIVERS

Linkage to Sovereign Ratings

Mriya's ratings are constrained by Ukraine's Country Celling of
'CCC'.  Any developments affecting the sovereign rating and
Country Ceiling will continue to affect corporates operating in
Ukraine.  In addition, an uncertain regulatory, tax and, more
generally, operating environment including the ability of
corporates to access foreign currency adds to the risks that
farming operators are usually exposed to, such as volatile
pricing and weather or lack of hedging instruments.

Possible Liquidity Shortage, Refinancing Risks

As a farming company, Mriya is highly dependent on the
availability of working capital financing.  In the current
difficult environment in Ukraine, Mriya is exposed to heightened
financial risks due to its need to procure financing for seasonal
working capital movements intra-year, which Fitch estimates
absorbs at least 50% of annual EBITDA (in excess of USD100
million).  Mriya managed to roll over the major part of its
one-year working capital facilities and refinanced a maturing
long-term revolving facility with a USD65 million working capital
facility from IFC.

Fitch believes that in case of limited availability of short-term
bank financing Mriya would be able to fund swings in working
capital with internally generated funds by cutting back on capex.
Liquidity is also supported by the high marketability of Mriya's
inventories.  The next large debt maturity is its first eurobond
of USD71.6 million due in March 2016.

Lower Integration but Better Margins

Due to the lack of integration towards logistics and trading,
Mriya's profit margins are more volatile and heavily depend on
grain price fluctuations.  This is, however, mitigated by crops
diversity, increasing storage self-sufficiency and farming's
higher profitability compared with crops processing or
infrastructure services.  Fitch forecasts Mriya's EBITDA margin
will increase to up to 50% in 2014 (2013: 44%), on our
expectations that commodity prices will recover from 2013's low
levels and that the hryvnia depreciation will benefit Mriya's
cost base.

Limited Hryvnia Depreciation Impact

The recent sharp depreciation of the hryvnia should not
jeopardize Mriya's debt service capacity in foreign currency as
the company's dollarized revenues (not always paid to Mriya in
USD but indexed to USD) exceed US dollar-based operating and
interest costs. However, FX mismatch remains material from a
balance-sheet perspective as Mriya's debt is largely USD-
denominated.

Scalable Capex but Still High Leverage

Mriya has been heavily investing in land bank expansion and
infrastructure development with capex reaching 50%-80% of sales.
However, due to the challenging operating environment and limited
availability of external funding, Mriya has substantially
downscaled its capex for 2014.  As a result, Fitch expects
Mriya's funds from operations (FFO) adjusted gross leverage to
decrease to 4.0x in 2014 (2013: 4.3x).  This may, however, prove
temporary and rise back up to 4.8x-5.0x in the medium term if
commodity prices turn lower and capex increases.  However, Fitch
believes that Mriya intends to continue to manage its business
conservatively to conserve cash and to mitigate refinancing
risks.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions on the Long-term local currency IDR, provided the
operating environment in Ukraine improves on a sustained basis,
include:

   -- FFO margin above 25% (FY13: 33.6%) on a sustained basis
   -- Improvement in FCF margin to only moderately negative
      territory (FY13: -33.5%)
   -- FFO adjusted gross leverage consistently below 3x
     (FY13: 4.3x)
   -- FFO fixed charge cover strengthening above 3x (FY13: 2.7x)

An upgrade of the foreign currency IDR would be contingent on
Ukraine's Country Ceiling being upgraded.

Negative: Future developments that could lead to negative rating
action on the Long-term local currency IDR include:

   -- Liquidity shortage caused by the limited available bank
      financing of working capital investments or by refinancing
      at more onerous terms than expected
   -- FFO adjusted gross leverage rising above 5x on a sustained
      basis due to sustained operational underperformance or
      aggressive capex plans
   -- FFO fixed charge cover weakening below 2x

FULL LIST OF RATING ACTIONS

Long-term foreign currency IDR: affirmed at 'CCC'
Short-term foreign currency IDR: affirmed at 'C'
Long-term local currency IDR: affirmed at 'B-'; Outlook Negative
Short-term local currency IDR: affirmed at 'B'
Foreign currency senior unsecured rating: affirmed at 'CCC';
  Recovery Rating of 'RR4'
National Long-term rating: downgraded to 'AA-(ukr)' from
  'AA (ukr)', Stable Outlook


UKRLANDFARMING PLC: Fitch Affirms 'B-' IDR; Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed Ukraine-based UkrLandFarming PLC's
(ULF) Long-term foreign currency Issuer Default Rating (IDR) at
'CCC'.  Fitch has also affirmed the company's Long-term local
currency IDR at 'B-' with Negative Outlook.

ULF's foreign-currency IDR is constrained by Ukraine's Country
Celling of 'CCC'.  The local currency IDR reflects political and
economic uncertainty in Ukraine, which may ultimately threaten
ULF's financial flexibility and thus its ability to meet its debt
obligations.  They also reflect the company's exposure to
upcoming refinancing risks and expected negative impact from
hryvna devaluation on the company's operating performance, mainly
its controlled subsidiary Avangardco (local currency IDR 'B-'/
Negative).

KEY RATING DRIVERS

Liquidity in Focus

At FYE13, ULF had a large amount (USD404 million) of short-term
debt. Although ULF had USD297 million of cash (adjusted to
USD163 million of what Fitch considers "unrestricted" when
deducting cash needed for operational purposes and deposits in
related-party banks) and USD108 million of undrawn credit
facilities, its weak liquidity profile is a key rating factor
given the weakened economy and political turmoil in Ukraine so
far in 2014.

Following ULF's successful rollover of a large portion of its
loans due in 2014, Fitch currently assess the group's liquidity
as adequate.  This reflects ULF's access to liquid inventories to
fund the new harvesting season at the beginning of the year,
together with our expectation of still healthy operating cash
flows in 2014.  Liquidity issues will remain in focus as long as
the current difficult operating and financial environment
persists.  Large debt repayments coming due in 2015 and continued
economic instability in the country are fully captured in the
current ratings and Outlook.  High dependence on USD-denominated
debt (77% of 2013 total debt) is partially mitigated by
significant export sales and USD-linked prices of grain sold
domestically.

Lower Revenue and FFO Expected

Following the steep hryvna devaluation so far in 2014 Fitch
expects a significant decline in the group's USD-denominated
revenues and funds from operations (FFO), as most of non-farming
revenue is generated domestically in local currency (including
Avangardco's egg products sold domestically).  The operating
margin is likely to be under pressure as a large part of costs,
especially in non-farming segments, are USD-linked (feed,
fertilizers, fuel, seeds).  However, this will be partially
mitigated by higher grain prices expected for 2014 and lower
UAH-denominated costs.  Still, Fitch expects FFO will be
sufficient to finance capex needs and enable modest positive free
cash flow (FCF).  This should strengthen over time if profit
margins remain steady and capex requirements partly abate.

Leverage to remain Adequate

Although ULF generates about 25% of its sales in hard currencies,
a substantial amount of USD-based debt, combined with expected
lower operating cash flows, will result in weaker projected
credit metrics for the next three years.  Fitch expects FFO-
adjusted leverage to increase closer to 3x in 2014, from 2.3x in
2013, before the company modestly deleverages.  However, leverage
remains low for the current ratings and relative to the group's
closest peers in Ukraine.

Less Ambitious Growth Plans

ULF has been expanding rapidly, both through acquisitions and
greenfield projects, resulting in a stronger business profile.
After having incurred a record USD847m capex in 2013 (41% of
revenues), ULF plans to substantially reduce capex in 2014, given
the political and economic instability in the country.  Although
ULF's scale in farming still requires material investments to
reach a competitive level of self-sufficiency in storage
capacity, Fitch assumes that internally-generated cash flows
should be sufficient to fund both maintenance and logistics
expansion.

Largest Ukrainian Agricultural Company

The ratings reflect the leading position of ULF in Ukrainian
agriculture and its dominant domestic position, efficient farming
operations, and diversification by geography and products, such
as higher value-added eggs, dry egg products, processed meat and
leather.  Fitch expects ULF's scale to provide increased
bargaining power as well as economies of scale over time.
Although the recent entry of Cargill (A/Stable) as ULF's
shareholder with a 5% stake is considered a vote of confidence in
the long-term prospects of the agriculture sector of Ukraine, ULF
remains fully exposed to external risks associated with this
country.

Corporate Governance Issues

Fitch notes ULF has a material proportion of its cash balances at
related-party banks and believes some of these transactions may
not have been conducted at arm's length.  Although its subsidiary
Avangardco has pursued stronger standards in corporate governance
and information transparency as a publicly-listed entity,
corporate governance issues remain for ULF.  These include 'key
man risk' as well as a lack of independent directors and of
compensation and audit committees on the board of directors.
These corporate governance issues do not currently affect the
ratings but could do so over the long-term if they persist.

Strong Profile excluding Avangardco

Although ULF consolidates its 77.5% ownership in listed
Avangardco, the parent does not have direct recourse to
Avangardco's reported USD157 million cash balance as of end-2013,
except by way of dividends which Fitch expects will be paid in
2014 and, subject to economic conditions, next year.  Fitch
expects ULF's stand alone FFO adjusted gross leverage --
calculated by deconsolidating Avangardco but including a dividend
inflow to ULF in line with Avangardco's announced dividend
policy -- to reach 3.3x in 2014 and remain steady.  Likewise,
Fitch projects FFO fixed charge cover will remain at a minimum of
2.3x.  These credit metrics are in line with the current ratings.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions on the Long-term local currency IDR include:

   -- Improvement of ULF's corporate governance practices,
      particularly in its transactions with related-party banks

   -- ULF maintaining a FFO margin above 30% (FYE13: 31.2%), its
      ability to generate positive FCF and its expansion plan
      being funded mainly by internal cash flows leading to
      consolidated FFO adjusted gross leverage below 3x, all on a
      sustained basis

An upgrade of the foreign currency IDR would be contingent on
Ukraine's Country Ceiling being upgraded.

Negative: Future developments that could lead to negative rating
action on the Long-term local currency IDR include:

   -- Liquidity shortage caused by limited available bank
      financing of working capital investments or by refinancing
      at more onerous terms than expected

   -- A contraction of FFO below USD300 million (FYE13: USD645.6
      million)

   -- An increase in consolidated FFO adjusted gross leverage to
      3.5x on a sustained basis (or 4.0x de-consolidating
      Avangardco)

   -- FFO fixed charge cover weakening below 2.5x

FULL LIST OF RATING ACTIONS

UkrLandFarming PLC

   -- Long-term foreign currency Issuer Default Rating (IDR)
      affirmed at 'CCC'

   -- Long-term local currency IDR affirmed at 'B-' with a
      Negative Outlook

   -- National Long-term rating at affirmed 'AA+(ukr)'with
      Stable Outlook

   -- Foreign currency senior unsecured rating affirmed at 'CCC'
      with Recovery Rating of 'RR4'



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


ARQIVA FINANCING: Fitch Affirms 'B-' Rating on High-Yield Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the whole business securitization
(WBS) bonds issued by both Arqiva Financing plc and Arqiva PP
Financing (WBS issuers) at 'BBB', and the high-yield (HY) bonds
issued by Arqiva Broadcast Finance plc at 'B-'.  The Outlook
assigned to the WBS bonds has been revised to Negative from
Stable.  Fitch has also assigned 'BBB'(EXP) expected ratings to
the proposed GBP300 million US private placement (USPP2) bonds
with Negative Outlook.  The bonds would rank pari-passu with the
existing WBS bonds.

On June 30, 2014, Arqiva raised GBP190 million through a loan
from the European Investment Bank (EIB) which ranks pari-passu
with the recently issued institutional term loan (ITL), the
secured Finco/senior borrower loans and the WBS issuer/senior
borrower loans.  The proceeds were used to prepay the remaining
GBP57.5 million of Finco term loan A and together with the USPP2
bonds to partially prepay the Finco term loan B to GBP353.5
million from GBP786 million.

The redemption of the Finco term loan A removes the associated
cash sweep feature, which would have otherwise been triggered in
June 2015.  The senior debt's resulting amortization profile is
therefore more back-ended than previously.  The next cash sweep
trigger date associated with the remaining Finco term loan B is
in June 2017.  Fitch expects Arqiva will refinance the remaining
term loan prior that date with the issuance of additional WBS
bonds.

KEY RATING DRIVERS

The affirmation of the senior debt and the assignment of
'BBB'(EXP) to the proposed USSP2 bonds reflect the relatively
solid synthetic Fitch base case free cash flow debt service
coverage ratios (FCF DSCRs), notably on a 20-year basis at around
1.7x combined with relatively swift (albeit at a reduced speed)
net deleveraging with net senior debt to EBITDA expected to reach
2.8x in year 10 and 0.5x in year 15 under Fitch's base case.

The Outlook on the instruments is, however, Negative, underpinned
primarily by the negative trend in Arqiva's operational
performance compared to projections and more back-ended
deleveraging profile caused by both the downward revision of
Fitch's base case and the more back-ended amortization profile of
the new EIB loan and USPP2 bonds.  The Negative outlook further
indicates the reduced capacity for any further operational
underperformance of Arqiva compared with Fitch's base case.

Recent and expected performances in particular are below Fitch's
base case.  Following discussions with management, Fitch expects
FY14 EBITDA to reduce by 2.5% to around GBP406 million and FY15
EBITDA to underperform Fitch's base case by around 6%.  The bulk
of the impact is due to poor performance from lower than expected
pricing for digital platform channels (in addition to delays in
number of channels sold) and underperformance from the satellite
business. As a result, Fitch has revised down its base case
EBITDA by 4.5% on a cumulative basis (or GBP20 million per
annum).  This adjustment reflects some permanent changes in the
digital platform (DP) business (around GBP15 million per annum)
and satellite business (GBP5 million per annum).

In the past Arqiva was able to continuously grow its EBITDA until
FY13 (financial year ending June 2013) at a 5-year CAGR of 7.7%
with a peak of GBP416.6 million (up year-on-year by 3.8%),
despite a challenging economic environment.  During that
timeframe, EBITDA margin also improved significantly to 50.8%
from 37.9% in FY08. Fitch's revised base case EBITDA assumes
growth until FY18 at a five-year CAGR of over 4% and thereafter a
gradual decline of over 2% per annum on average reflecting some
stresses in satellite and radio revenues in the medium term with
low single digit growth, and below inflation increases in
revenues for both the digital platform and wireless towers
divisions (with nominal stresses at renewal of key contracts).

To compensate for mid- to long-term revenue risk (due to the
expiry of the contracts and overall technology risk), Fitch
assesses how rapidly the transaction's debt levels reduce.  The
senior net debt to EBITDA leverage under Fitch's base case (which
assumes no refinancing of the term loans at their expected
maturity dates) reduces gradually in line with previous reviews
of the transaction but at a reduced speed.  Compared to the last
affirmation in February 2014, the deleveraging profile is
effectively delayed in particular between June 2018 and June 2028
by 0.9x (or two years) on average.  The reasons for this is
twofold -- firstly, the large expected GBP490 million partial
refinancing of the Finco term loans, with both the EIB loan and
USPP2 bonds, results mechanically in a more back-ended debt
profile as the early cash sweep features notably of the Finco
term loan A (redeemed in full) are no longer available; secondly,
Fitch's aforementioned base case downward revision further
reduces the deleveraging speed due to both lower EBITDA and
excess cash generated.

Fitch still takes some comfort from the deleveraging occurring
under Fitch's base case in the few years following FY22, with the
leverage falling to around 3.15x in FY23, which corresponds to a
period when most of Arqiva's key long term contracts have not yet
expired.  In light of the additional long term contracts secured
less than a year ago (notably in smart metering as well as the
framework agreement signed with Cornerstone), the deleveraging
profile is still viewed commensurate with a 'BBB' rating.
However, given the lack of cushion left and recent weaker trends
in performance, a Negative Outlook is warranted for all WBS
bonds.

The junior net debt leverage is in line with Fitch's previous
review, and therefore still commensurate with a 'B-' rating,
reducing under Fitch's base case (assuming a generic refinancing
scenario) from around 7.3x in FY14 to around 6.75x in 2020 (at
maturity of the HY notes), only marginally mitigating refinancing
risk.  The junior debt therefore remains highly speculative as it
is also deeply subordinated and exposed to dividends pay-out
disruptions from the WBS group (which could trigger their
default).

The transaction continues to benefit from strong structural
features, especially for the senior debt, including a solid
security package, a full suite of performance-related cash lock-
up triggers, and untypical cash sweep mechanisms (notably for the
remaining Finco term loans, the Series 2013-1a and 2014-1 notes,
and the recent ITL and new EIB loan, which are features not
usually seen in UK WBS transactions with the exception of CPUK
Finance Ltd).  The transaction's structure also differs from
typical WBS transactions in that the debt-issuing vehicles are
not orphan SPVs.  However, given structural protections in the
transaction's legal documentation, the potential conflicts of
interest (due to the non-orphan status of the SPVs and their
directors also being directors of other group companies) are
deemed remote and consistent with the notes' ratings.

RATING SENSITIVITIES

An unforeseen change in regulation (by Ofcom) with regard to any
changes in its pricing formulas (for DTT or radio broadcasting),
licensing costs (e.g. AIP) or even spectrum allocations could hit
Arqiva's future cash flow and impact the ratings.  The risk of
alternative and emerging technologies (such as IPTV) could
threaten Arqiva's revenues either through technology obsolescence
risk and/or lower ad-pool available to linear TV content
providers.  This risk is currently mitigated by the potentially
fast deleveraging of the transaction (assuming cash sweep
amortization) and the long-term contracts securing significant
revenues.  As suggested by the assigned Negative Outlook, any
further signs of deterioration in performance vs.  Fitch's base
case may lead to a downgrade.

SUMMARY OF CREDIT

The transactions are the refinancing of senior and junior bank
debt of Arqiva Financing No.1 and No. 2 Limited through the
issuances of around GBP1,612.5 million of WBS notes, GBP180
million of ITL and GBP190 million of EIB loan, plus around
GBP353.5 million of Finco term loans (the underlying WBS
issuer/senior borrower loans ranking pari-passu with the
underlying secured Finco/senior borrower loans, the ITL and EIB
loan), and GBP600 million of structurally subordinated HY notes.
The remaining Finco term loans are expected to be refinanced
under the WBS program.

Arqiva's operations consist of its ownership of UK's terrestrial
TV & radio broadcasting infrastructure, wireless towers and
satellite transmission services.  Arqiva benefits from typically
secured long-term contracts with customers of mainly strong
credit profile, and high barriers to entry with monopolistic
positions in key communications infrastructure segments notably
in UK DTT and radio broadcasting, all under the regulation of UK-
based Ofcom, and a strong position in the wireless towers sector
with 25% market share.

The rating actions are as follows:

Arqiva Financing plc (WBS issuer):

  GBP164m 5.340% Series 2014-1 notes due 2037: affirmed at 'BBB',
  Negative Outlook

  GBP350m 4.040% Series 2013-1a notes due 2035: affirmed at
  'BBB'; Negative Outlook

  GBP400m 4.882% Series 2013-1b notes due 2032: affirmed at
  'BBB'; Negative Outlook

  Arqiva PP Financing plc (WBS issuer - US Private Placement
  (USPP)):

  USD358m (GBP235.5m equivalent) Series 1 guaranteed secured
  senior notes (WBS) due 2025: affirmed at 'BBB'; Negative
  Outlook

  GBP163m Series 2 guaranteed secured senior notes (WBS) due
  2025: affirmed at 'BBB'; Negative Outlook

  GBP300m Series 3 guaranteed secured senior notes (USPP2 WBS)
  bonds due 2029: assigned 'BBB'(EXP), Negative Outlook

Arqiva Broadcast Finance plc (HY issuer):

  GBP600m 9.500% senior notes due 2020: affirmed at 'B-'; Stable
  Outlook


BANK OF NOVA SCOTIA: S&P Withdraws 'CCC-' Rating on CLN Tranches
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on three
tranches from two synthetic corporate investment-grade
collateralized debt obligation (CDO) transactions and two
tranches from two synthetic CDO transactions backed by commercial
mortgage-backed securities.

S&P withdrew these ratings after receiving note cancellation and
redemption notices.

RATINGS WITHDRAWN

The Bank of Nova Scotia
EUR20.0 million 6.42% managed portfolio credit-linked note
(ISIN NO. XS0308238004)
                            Rating
Class               To                  From
CLN                 NR                  CCC- (sf)

Claris Ltd.
US$20.7 million Sonoma Valley 2007-4 series 114/2007
                            Rating
Class               To                  From
Tranche             NR                  CCC- (sf)

Claris Ltd.
US$23.0 million Sonoma Valley 2007-4 series 115/2007
                            Rating
Class               To                  From
Tranche             NR                  CCC- (sf)

REPACS Trust Series 2006-1 Monte Rosa
US$6.0 million REPACS Trust Series 2006-1 Monte Rosa
                            Rating
Class               To                  From
A-1                 NR                  CCC- (sf)
A-2                 NR                  CCC- (sf)


NR -- Not rated.


CARE UK HEALTH: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's has affirmed the B3 Corporate Family Rating (CFR) and B3-
PD Probability of Default Rating (PDR) of Care UK Health & Social
Care Investments Limited ('Care UK', or the company). At the same
time Moody's has assigned a (P)B3 to the proposed GBP300 million
Senior Secured Floating Rate Notes and a (P)Caa2 to the proposed
GBP100 million Second Lien Notes to be issued at Care UK Health &
Social Care plc.

The notes proceeds will be used to repay the existing GBP325
million notes issued at the same entity; certain transaction
costs, as well as the GBP60.5 million drawn amounts under the
Revolving Credit Facility (RCF). Moody's expects to withdraw the
ratings of the existing notes once these have been repaid in
accordance with the call option provision.

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

Ratings Rationale

The rating affirmation reflects Moody's view that although the
company's metrics remain weakly-positioned for the rating, they
have been gradually strengthening as the contribution from past
acquisitions begins to accrue to earnings. In addition, the
current transaction is expected to lower the company's overall
cost of funding, which should modestly improve its interest cover
metric. In the first half of FY2014 (to March 2014) the company's
reported adjusted EBITDA increased 31% to GBP25.3 million, which
the company attributed in large part to the contributions from
Harmoni, a provider of out of hours and offender health care to
NHS patients and acquired in November 2012; as well as UKSH, an
independent sector provider of elective care services to NHS
patients acquired in February 2013.

Nevertheless, Moody's rating and stable outlook had anticipated,
and continue to expect a gradual improvement in metrics. In
FY2013, the company's adjusted leverage, as adjusted by Moody's,
was at 9.4x, although this metric is before adding back c.GBP16
million in non-recurring items, which were exceptionally high in
that year reflecting the high level of charges relating to
acquisitions. Moody's adjusted metric also reflects a sizeable
amount of operating leases which the company uses to fund organic
growth. Moody's recognize that there can be a time lag from when
the lease commitments are assumed until the new care home
facilities contribute to earnings, and hence the metric can
overstate leverage for some time following the opening of new
homes. These factors largely explain the difference between
Moody's adjusted leverage and the company's own reported net
debt/adjusted EBITDA of 5.93x as of FYE2013, and falling to 5.28x
as of March 2014. These metrics are based on the company's
estimate of full year contributions from acquisitions as well as
adjusted for start-up losses in the residential care division.
The company expects to benefit from an uplift to EBITDA and cash
flows as the new care homes transferred from the former Southern
Cross Group and Suffolk County Council reach their mature trading
levels, as well as from new care homes.

Moody's continue to expect an improvement in both Moody's
leverage and interest cover metrics in the current year, with the
latter benefitting also from the current refinancing, albeit
Moody's believe they will still be weak for the current rating
based on current earnings trends.

Moody's expect the company's liquidity to be satisfactory post
refinancing over a 12-month horizon, with a cash balance of
c.GBP32 million and an undrawn RCF of GBP65 million maturing in
2019. The RCF will contain a covenant for leverage for which
Moody's would expect headroom to be strong at all times. As the
proposed notes will make up virtually all the company's debt,
there will be negligible short-term debt consisting mainly of
finance leases. However, Moody's note also that the company has
generated negative free cash flows in recent years (after capex
and interest payments), which reflects its high capex and ongoing
expenditures on growth. Given that the size of the RCF has been
reduced (from GBP115 million under the previous capital
structure), Moody's assessment of liquidity assumes that the
company will improve its free cash flow generation or
alternatively find other sources of funding over time to fund
growth capex, as required.

The Senior Secured Notes and the Second Lien Notes will be
secured by a first-ranking and second-ranking lien, respectively,
over all the shares in the Issuer and over substantially all the
property and assets of the Issuer and the Guarantors. The
Revolving Credit Facility are secured and guaranteed on the same
basis as the Senior Secured Notes, but in accordance with the
terms of an Intercreditor Agreement, in the event of enforcement
of the security, the obligations of the RCF will be satisfied in
full before any payment can be made under the Senior Secured
Notes or the Second Lien Notes. As of March 31 2014, the
guarantors generated about 96% of revenues and 92% of EBITDA; and
represented about 97% of total group assets. The proposed GBP300
million notes are therefore rated (P)B3, in line with the CFR, to
reflect the fact that there is limited debt ranking ahead of
them; while the Second Lien Notes are rated (P)Caa2, to reflect
their subordinated ranking within the capital structure.

Rationale For The Stable Outlook

In light of the aggressive part-debt funded acquisitions and
growth strategy in FY2012 and the early part of FY2013, Care UK's
metrics remain weak for the rating category, and Moody's expect
that they will remain weak for the remainder of FY2014. The
stable outlook reflects Moody's expectation that the key metrics
will continue to improve with earnings growth, with
EBITA/interest reaching at least 1.0x, and Moody's adjusted
debt/EBITDA approaching 7.0x. The stable outlook therefore
incorporates limited flexibility for more aggressive debt-funded
growth or under-performance.

What Could Change The Rating Up/Down

Positive rating pressure is unlikely over the medium term given
the weakness in metrics and weak free cash flow generation, but
would be considered if gross leverage were to trend towards 6.0x,
with EBITA/Interest improving above 1.2x and the generation of
positive free cash flows on a sustainable basis. Negative
pressure would likely result if free cash flow generation remains
negative and Care UK's liquidity profile weakens.

The principal methodology used in these ratings was the Global
Healthcare Service Providers 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.

Care UK Health & Social Care Investments Limited is a leading
independent provider of health and social care services to the
NHS in the UK, with almost 300 facilities as of FYE2013. The
company reported revenues of GBP657 million in FY2013 (to
September).


CARE UK: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on U.K.-based health care group Care UK
Health & Social Care Investments Ltd. (Care UK).  The outlook is
negative.

In addition, S&P affirmed its 'B' issue rating on the senior
secured notes issued by Care UK Health & Social Care PLC.  The
recovery rating on these notes is unchanged at '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event
of a payment default.

At the same time, S&P assigned its 'B' issue rating to the
proposed GBP300 million senior secured floating rate notes to be
issued by Care UK Health & Social Care PLC.  The recovery rating
on these notes is '3', reflecting S&P's expectation of meaningful
(50%-70%) recovery for senior secured noteholders in the event of
a default.

Finally, S&P assigned its 'CCC+' issue rating to the proposed
GBP100 million second-lien floating rate notes to be issued by
Care UK Health & Social Care PLC.  The recovery rating on these
notes is '6', reflecting S&P's expectation of negligible (0%-10%)
recovery prospects in the event of a default.

The affirmation reflects Care UK's refinancing of its revolving
credit facility (RCF) and existing notes, which will lower its
interest costs, and extend its debt maturity profile.  The
negative outlook continues to reflect S&P's view of Care UK's
continued debt-funded expansion, primarily through operating
leases, and that if this does not lead to any material
improvement in the group's profitability, it may compromise the
group's ability to comfortably service its fixed costs.

S&P derives its 'B' rating on Care UK from our anchor of 'b',
which in turn is based on its "weak" business risk profile and
"highly leveraged" financial risk profile assessments for the
group.

S&P's assessment of Care UK's business risk profile as "weak"
incorporates its view of Care UK's "very low" country risk -- it
derives all of its revenues in the U.K. -- and S&P's view of the
health care services industry's "intermediate" risk.  This
reflects the importance of third-party payors and governments in
the group's reimbursement mechanism.

S&P's assessment of Care UK's business risk profile is
constrained by its view of the group's leasehold-based growth
strategy and its exposure to public funding in the U.K.  It
derives most of its revenues from local authorities and the
U.K.'s National Health Service (NHS).  S&P's base case for the
U.K. assumes real GDP growth of 2.9% for 2014 and 2.5% for 2015.
Although the U.K. government's health and social care budgets are
somewhat ring-fenced from funding cuts, the NHS and local
authorities remain under pressure to realize substantial cost
savings.  This continues to squeeze the volumes and margins of
private health care providers.

"We are seeing commissioners take a more aggressive approach to
pricing and contract renewals, as well as ongoing agency costs,
in response to a higher level of regulatory scrutiny in the
sector. Furthermore, we expect a step-up in Care UK's rental
costs due to the leasehold-based pipeline of new sites in its
residential care division.  We anticipate that Care UK will
continue to concentrate on cost-saving measures to support
profitability, such as reducing the amount of agency usage or
disposing of nonperforming facilities/contracts," S&P said.

These negative factors are partly offset by Care UK's position as
a leading provider of outsourced health care services to the NHS,
as well as its broad presence across various categories of both
health and social care.  Care UK also has a proven ability to win
contracts, supported by significant investments in infrastructure
and a well-invested estate that has purpose-built facilities.
S&P expects that the group will continue to add contracts in the
second half of this year, especially in health care and community
services.

Furthermore, Care UK's main health and social care markets are
fragmented and consequently benefit larger operators with
economies of scale.  In S&P's view, the group benefits from some
revenue predictability due to the high proportion of contracted
revenue, especially in its residential care business, where 36%
of beds are operated under block contracts.  In addition, Care UK
has good ratings with sector regulators such as The Care Quality
Commission.  S&P sees this as an important competitive advantage,
given the heightened regulatory scrutiny in the health care
sector.

S&P's view of Care UK's "highly leveraged" financial risk profile
reflects its financial sponsor ownership and its forecast that
its Standard & Poor's-adjusted debt-to-EBITDA ratio will be
around 9.5x for the full year 2014.  Care UK's capital structure
on completion of the proposed issuance includes GBP400 million of
financial debt, and about GBP300 million for capitalized
operating leases.  S&P do not provide any credit for surplus cash
due to the company's "weak" business risk profile and financial
sponsor ownership.

Care UK has significantly increased the amount of operating
leases in its capital structure, in line with its growth
strategy. Accordingly, S&P has seen Care UK's fixed-charge
coverage deteriorate to below 1.5x.  In S&P's view, the group
could find it difficult to restore this ratio to this level as it
continues to add operating leases or rental agreements from new
site developments and contract wins.

S&P's base-case scenario for Care UK assumes:

   -- U.K. GDP growth of 2.9% in 2014 and 2.5% in 2015.  However,
      S&P expects the U.K. government to continue its efforts to
      curb health care and social care expenditure, in accordance
      with deficit-cutting measures;

   -- Mid-single-digit revenue growth, supported by the full-year
      effect of acquisitions, as well as contributions from new
      contracts and maturing sites;

   -- Adjusted EBITDA of about GBP75 million in 2014;

   -- Relatively flat EBITDA margin in 2014, due to continued
      pressure on reimbursement by public authorities, the
      integration of new site developments, increased rental
      costs, and continued agency usage;

   -- Annual capital expenditures (capex) of GBP30 million-GBP40
      million, reflecting ongoing investment in the asset base
      and infrastructure network;

   -- Fixed costs of around GBP60 million; and

   -- Limited acquisitions, primarily bolt-on in nature.

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

   -- An adjusted debt-to-EBITDA ratio of about 9.5x.

   -- Adjusted fixed-charge coverage of about 1.3x.

The negative outlook reflects the growing risks associated with
Care UK's debt-funded growth strategy and the possibility of a
downgrade if the absence of a material improvement in
profitability places further pressure on the group's ability to
service its fixed costs.  This could, in turn, lead the group's
liquidity or its ability to generate free operating cash to
deteriorate.

S&P could revise the outlook to stable if Care UK can improve its
profitability to a level that allows it to more comfortably
service its fixed-cost base, corresponding to adjusted fixed-
charge coverage of around 1.5x.  This is likely to occur as a
result of an increase in profitability, as opposed to any
reduction in the group's fixed-cost base.


DECO 8-Uk: Moody's Lowers Rating on Class C Notes to 'C'
--------------------------------------------------------
Moody's Investors Service has affirmed five classes of Notes and
downgraded one class of Notes issued by Deco 8 - UK Conduit 2
plc.

GBP200M(current outstanding balance of GBP69.5M) A1 Notes,
Affirmed Aaa (sf); previously on Feb 1, 2013 Affirmed Aaa (sf)

GBP256.6M(current outstanding balance of GBP255.8M) A2 Notes,
Affirmed Ba3 (sf); previously on Feb 1, 2013 Downgraded to Ba3
(sf)

GBP32.4M(current outstanding balance of GBP32.3M) B Notes,
Affirmed Ca (sf); previously on Feb 1, 2013 Downgraded to Ca (sf)

GBP34M(current outstanding balance of GBP33.9M) C Notes,
Downgraded to C (sf); previously on Feb 1, 2013 Downgraded to Ca
(sf)

GBP23.5M(current outstanding balance of GBP23.4M) D Notes,
Affirmed C (sf); previously on Feb 1, 2013 Downgraded to C (sf)

GBP61.1M(current outstanding balance of GBP60.9M) E Notes,
Affirmed C (sf); previously on Feb 1, 2013 Downgraded to C (sf)

Moody's does not rate the Class F, Class G and the Class X Notes.

Ratings Rationale

The affirmations reflect a similar loss expectation for the pool
compared to last review, although the performance of the two
largest loans have differed markedly. The portfolio securing the
Lea Valley loan has experienced a significant fall in value from
a 2006 valuation of GBP255.9 million to a 2013 valuation of
GBP92.0 million, whilst the portfolio securing the Mapeley II
(Beta) loan, which was valued at GBP134.3 million in 2012 may in
fact now be worth over GBP200 million. These changes have off-set
each other and leave the senior noteholders in a similar position
as of last review.

The rating on the Class C Notes is downgraded due to lower than
previously expected recoveries of the Lea Valley loan. At the
last review, Moody's considered a scenario of additional
recoveries from a change in the performance of either the Lea
Valley or the Mapeley II (Beta) loan. With the now significantly
reduced expected loss ascribed to the Mapeley II (Beta) loan and
thus recoveries being limited to the outstanding loan amount, the
Class C Notes have an increased exposure to the performance of
the Lea Valley loan. Moody's does not expect recoveries from the
Lea Valley loan to exceed GBP92 million, which would be necessary
to achieve recoveries of 35%-65% on the Class C Notes as implied
by a Ca(sf) rating.

Moody's affirmation and downgrade actions reflect a base expected
loss in the range of 30%-40% of the current balance, the same as
at the last review. Moody's derives this loss expectation from
the analysis of the default probability of the securitized loans
(both during the term and at maturity) and its value assessment
of the collateral.

For a summary of Moody's key assumptions for the loans in the
pool please refer to the section SUMMARY OF MOODY'S LOAN
ASSUMPTIONS below.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was Moody's
Approach to Rating EMEA CMBS Transactions published in December
2013.

Other factors used in this rating are described in European CMBS:
2014-16 Central Scenarios published in March 2014.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a further decline in the property values
backing the underlying loans, and specifically for either the Lea
Valley or Mapeley II (Beta) loan or (ii) an increase in default
risk assessment. Conversely, an improved performance of the
underlying Lea Valley assets, which would be driven by increased
occupancy and higher sustainable cashflows could lead to an
upgrade.

Moody's Portfolio Analysis

As of the April 2014 IPD, the transaction balance has declined by
21.8% to GPB492.9 million from GPB630.1 million at closing in May
2006 due to the pay-off of 14 loans originally in the pool. The
notes are currently secured by first-ranking legal mortgages over
52 commercial properties and a ground rent portfolio. Since the
last review one small loan, LMK Overseas (GBP3.5 million) repaid
in full at its maturity date in January 2014. The pool has an
above average concentration in terms of geographic location (100%
UK, based on UW market value) and property type (46.6% office,
26.2% ground rents, 26% industrial and 1.9% retail and other).
Moody's uses a variation of the Herfindahl Index, in which a
higher number represents greater diversity, to measure the
diversity of loan size. Large multi-borrower transactions
typically have a Herf of less than 10 with an average of around
5. This pool has a Herf of 2.8, slightly lower than the 2.9 seen
at Moody's prior review.

The WA Moodys LTV on the securitized pool is 179%, increased from
140.4% at the last review.

There are currently 7 loans in special servicing, with the only
loan in primary servicing being the Lea Valley loan.

Summary of Moody's Loan Assumptions

Below are Moody's key assumptions for the Top 3 loans.

Lea Valley (43.7% of pool) - LTV: 269.5% (A-Loan); Total Default
probability Very High; Expected Loss 60%-70%.

The Lea Valley loan is secured by a portfolio of 27 secondary
industrial estates which range in age from 1980's-90's to pre-war
and are located throughout the UK, with a concentration in the
North West and Wales. The original loan maturity was in April
2012, but the loan was restructured shortly before maturity when
a four year extension was put in place in exchange for writing
down all subordinate debt (GBP19 million), a full cash sweep and
a modest amortization plan. To date all amortization targets have
been met. Since closing, the performance has deteriorated with
the WA lease length to expiry reducing from 4.9 to 2.6 years,
whilst vacancy has increased from 11% to 23% leading to a fall in
value from GBP284.9 million at closing to GBP92 million as at
September 2013. Moody's believes the market value could fall
further to GBP80 million by loan maturity in 2016 as leases
expire and rental income reduces. A lack of asset sales may be
explained by the additional swap breakage costs that would be
incurred with disposals. It is also likely, however, that there
is limited interest for a portfolio of this size from either
investors or refinancing banks. The portfolio would require a
high yield to reflect its ongoing intensive asset management
nature, along with the income uncertainty surrounding such
secondary assets.

Mapeley II (Beta) (38.5% of pool) - LTV: 99.6% (A-Loan); Total
Default probability N/A - Defaulted; Expected Loss 0%-10%.

The Mapeley II (Beta) loan is an office portfolio comprising of
16 assets. At closing it was valued at GBP278.1 million, and had
an aggregate NOI of GBP19.88 million equating to a NIY of 7.1%.
The portfolio is dominated by the Microsoft Campus which equates
to over 61% of current MV. Of the remaining 15 assets most are
large of secondary quality located in provincial towns, let to
tenants of a strong covenant. Much of the value of the portfolio
is therefore in the current leases (explaining the large
difference between current MV and VPV), as the assets would be
problematic to fully re-let if they ever became vacant. The
special servicer (Solutus) has therefore an important role to
play in maximizing recoveries. An optimal strategy would involve
re-gearing the current leases and selling the assets when they
are at their most liquid (with the highest lease length
remaining) whilst also incurring the lowest swap breakage costs.

Fairhold - LTV: 122.2% (Whole)/ 93.8% (A-Loan); Total Default
probability N/A - Defaulted; Expected Loss 0%-10%.

The Fairhold loan is secured by a portfolio of over 82,000 ground
leases on residential properties. The market value has fallen
from GBP122 million at closing to GBP84.9 million which
references July 2013. The main reasons behind the fall are an
increase in the yield applied to the income stream and a
significant reduction in income stemming from ancillary income.
The loan failed to redeem at loan maturity in Jan 2013 and is
currently in special servicing. A long dated swap, which only
matures in 2036 and has a current mark-to-market of GBP17.27
million would reduce recoveries if it was terminated.


FIVE WAYS: Goes Into Receivership
---------------------------------
Birmingham Post reports that one of Birmingham's tallest
buildings has been put into receivership.

The search is on for a buyer for the landmark Five Ways Tower
which has laid vacant for more than a decade, according to
Birmingham Post.

Chantrey Vellacott has been appointed to the 23-storey office
block on the corner of Frederick Road and Islington Road.

Corporate recovery specialists Craig Povey, David Oprey and
Richard Toone from the accountancy firm are joint-receivers, the
report relates.

The report notes that Mr. Povey, from the firm's Birmingham
office, said the 100,000 sq ft building had been vacant for
around 15 years.

"The owners have faced mounting challenges maintaining the
building over the last 15 years which has led to our appointment
as receivers," Mr. Povey said, the report relates.

"While Five Ways Tower has been empty for some time the building
stands in a sought after location in the prestigious business
district around Five Ways and Hagley Road.  The building has a
car park for approximately 400 vehicles and with investment to
bring the property up to standard it has great potential," Mr.
Povey said, the report relates.

The building was completed in 1979 and its architect was Philip
Bright of the Property Services Agency.


HSS FINANCING: S&P Assigns 'B' Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to U.K.-based equipment rental
services provider HSS Financing PLC (trading as HSS Hire; HSS).
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
GBP200 million senior secured fixed-rate notes due 2019, issued
by HSS.  The recovery rating on these notes is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event
of a payment default.

The ratings on HSS reflect S&P's assessment of the group's
financial risk profile as "highly leveraged" and business risk
profile as "weak," as its criteria define these terms.

HSS has issued GBP200 million of new senior secured fixed-rate
notes and used the proceeds to repay GBP163.6 million of existing
term debt and GBP29 million of existing shareholder loans and
accrued payment-in-kind (PIK) interest.

After the refinancing and partial repayment of shareholder loans
and accrued interest, the group's capital structure now includes
GBP62.2 million of shareholder loans that accrue PIK interest at
what S&P considers to be an aggressive rate of 10%.  S&P views
these loans as debt under its criteria.

HSS' "weak" business risk profile reflects the group's high
concentration in geographical terms.  It generates almost all its
revenues in the U.K. and more than one-third in London and the
southeast of England.  HSS is the No. 2 equipment rental provider
in a business-to-business market that is well penetrated and
highly competitive.  The players in this market price
aggressively and differentiate themselves on speed and quality of
service.

HSS has significant scale and a strong market position in the
U.K. Overall, demand tends to be stable, and HSS exhibits good
customer retention rates despite open contract structures with
its larger end clients.  The group operates a hub-and-spoke
distribution network model that is supported by a real-time
information technology platform that allows efficient management
of equipment and enables the group to anticipate geographical
demand.  Barriers to entry are moderate and switching costs for
end customers are low.

Equipment rental providers can exhibit high volatility in their
margins, especially if their efforts to aggressively expand the
business suddenly meet a sharp drop in demand.  S&P forecasts
that HSS' Standard & Poor's-adjusted EBITDA margin will be just
less than 30% for the financial year ending Dec. 31, 2014
(financial 2014).  As such, the group exhibits below-average
profitability compared with many of its rated equipment rental
peers.  S&P defines below-average profitability as an adjusted
EBITDA margin of less than 30% in its criteria.  However, HSS'
hub-and-spoke distribution network model should help to mitigate
potential margin volatility to some degree, because the group has
slightly stronger control of its cost base than its peers.

The group is currently embarking on a sizable capital expenditure
(capex) plan that matches anticipated future demand and that will
likely be partly debt-funded.  The continued recovery of the U.K.
economy is crucial to the growth we anticipate in the demand for
rental equipment and the rental volumes S&P assumes in its base
case.  S&P forecasts that capex as a percentage of revenues will
reach about 26% in 2014, before returning to normal levels of
about 14% of revenues in 2015 and beyond.

S&P assess HSS' management and governance as "fair," reflecting
its experienced management team and clear organic growth plans.

S&P assess HSS as having an 'FS-6' financial policy, as the group
has a tolerance for high leverage, aggressive shareholder
returns, and the potential to raise further debt, for example, by
issuing a new asset-backed facility before the end of financial
2014.

HSS uses a sizable number of operating leases, which S&P views as
debt under its criteria.  S&P adds the next seven years' worth of
operating lease obligations to HSS' adjusted debt, but also add
back an interest and depreciation portion to EBITDA.  As a
result, S&P's adjusted EBITDA is higher than the group's reported
EBITDA. S&P applies this adjustment to HSS' historical figures
and also to its forecasts.

S&P's base-case operating scenario for HSS in 2014 assumes:

   -- GDP growth of 2.9% in the U.K.

   -- Revenue growth of about 20% to about GBP270 million.

   -- An improvement in the group's adjusted EBITDA margin toward
      30%, as management continues to optimize the cost base.

   -- Adjusted funds from operations (FFO) of about GBP40
      million, continuing a trend of robust cash flow generation.

   -- Capex of up to GBP70 million, matching anticipated demand,
      resulting in negative free operating cash flow until at
      least 2015.

   -- A partial draw-down on HSS' new revolving credit facility
      (RCF), to fund capex.

   -- No major acquisitions or divestitures.  S&P understands
      that HSS would accommodate any rolling bolt-on acquisitions
      within its planned capex.

This results in the following credit measures in 2014:

   -- FFO to debt of slightly more than 15%; and

   -- Debt to EBITDA of about 4.5x.

The stable outlook reflects S&P's view that the slow growth
environment that currently benefits the equipment rental services
industry should continue through 2014. S&P forecasts that HSS
will be able to increase its revenues and slightly improve its
margins over the 12-month rating horizon, while investing heavily
in new equipment to meet demand.  S&P anticipates that the
group's adjusted debt to EBITDA should be about 4.5x in 2014,
with good cash interest coverage.  However, the group will have
negative free operating cash flow due to its sizable capex plan.
HSS will likely draw on the new RCF to fund capex, resulting in
slightly higher debt and weaker leverage metrics.

S&P could lower the ratings if HSS were to experience severe
margin pressure, or poorer cash flows, leading to weaker credit
metrics.  This could occur if the company did not curtail its
capex in time to reduce debt before a potential drop in earnings.
Downward rating pressure may also stem from debt-funded
acquisitions or increased shareholder returns.

S&P considers the potential to raise the ratings is limited at
this stage, because of HSS' high tolerance for aggressive
financial policies and high leverage.  The 'FS-6' financial
policy assessment effectively caps HSS' financial risk profile at
"highly leveraged," because it is extremely uncertain whether the
group will increase leverage in future, choose to offer more-
aggressive shareholder returns, or change its acquisition and
disposal strategy.


PORTOBELLO PRESS: In Administration After Sale Falls Through
------------------------------------------------------------
Print Week reports that Portobello Press has fallen into
administration after a potential buyer pulled out at the last
minute, resulting in the loss of 23 jobs.

The London-based litho and digital commercial printer was forced
to cease trading on 13 June after a sale of the business fell at
the final hurdle when the un-named buyer pulled out at short
notice, according to the report.

The report relates that the company's directors were unable to
find work to keep the business afloat in time and were forced to
make all of the firm's 23 staff redundant with immediate effect.

Paul Atkinson and Glyn Mummery from FRP Advisory were appointed
joint administrators June 16.

"It is hugely regrettable that a strong London business with a
loyal customer base, over 30 years' trading history and which
employed at one point over 40 staff has had to close," the report
quoted Mr. Atkinson as saying.

"Portobello staff have this year worked on reduced salary levels
as the whole firm pulled together in order to try and find a long
term solution for the business," Mr. Atkinson said, the report
notes.

The company, which produced corporate stationery and promotional
products, was put up for sale in early summer, the report
relates. This followed a recent deterioration in trading
conditions that put unsustainable pressure on its cashflow, the
report notes.

The firm received more than a dozen expressions of interests as a
going concern and a competitive bid process began in May, the
report relates.  This resulted in exclusive negotiations with one
interested party, who completed due diligence in early June but
pulled out of the deal on June 13, the report discloses.

Following the loss of a significant client, Portobello reduced
its cost base in early 2011 by selling off non-core assets and
reducing its staff numbers, the report discloses.

It continued for three further years due to the support of its
other customers who continued to work with the business until it
ceased trading. This included a large automotive client that
accounted for over a quarter of its turnover, the report relates.

"Since our appointment as administrators we have ensured that
former staff have been provided with the necessary support to
make timely claims from the Redundancy Payments Service," said
Mr. Atkinson, the report adds.

"We will continue to market the assets of the business to realise
all that is possible in the interests of all creditors," Mr.
Atkinson said, the report notes.

The administrators are now seeking buyers for most of the firm's
assets and have invited interested parties to make early contact
with them and their appointed valuers Wyles Hardy & Co, the
report discloses.

Assets include several Bourg perfect binders and a large
Heidelberg printing press, the report notes.  A site viewing and
open auction will take place on July 3 and 4.

Peter Murtagh and Robert Howie founded the Portobello Press in
1983.  The business operated out of shop premises in London's
Portobello Road for its first two years and offered copying and
print management services.

Two years later, it moved to larger industrial premises two miles
away and installed its first printing presses.

In 1991, the firm moved to 1,400sqm leasehold premises in Scrubs
Lane, Willesden and installed its first large-format multi-colour
press. It was based there until its closure.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


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