TCREUR_Public/140710.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 10, 2014, Vol. 15, No. 135

                            Headlines

C Y P R U S

BANK OF CYPRUS: Fitch Affirms 'CCC' Rating on EUR1-Bil. Bonds
DRILLSHIPS OCEAN: Moody's Rates $800MM Loan & $500MM Notes (P)B2
DRILLSHIPS OCEAN: S&P Rates US$800MM Loan & US$500MM Notes 'B+'


C Z E C H   R E P U B L I C

NEW WORLD: Investors Skeptic on Debt Restructuring


F R A N C E

SNCM: French Prime Minister Urges Workers to End Strike


G E R M A N Y

RHEINWEST CREDIT 12: S&P Withdraws 'CCC-' Ratings 2 Note Classes
TECHEM GMBH: S&P Revises Outlook to Positive & Affirms 'B+' CCR
TRIONISTA TOPCO: S&P Affirms 'B+' CCR; Outlook Stable
YASMINA AIRPORT: Luebeck Airport Finds New Investor


I R E L A N D

IRISH BANK: Blasts Developer's Bid To Review Fla. Mall Sale Plan
* Deloitte Acquires Restructuring Specialist Kavanagh Fennell


I T A L Y

CLARIS FINANCE 2006: S&P Affirms 'BB' Rating on Class B Notes
CORDUSIO 4: S&P Lowers Rating on Class E Notes to 'B(sf)'


L U X E M B O U R G

PETRUSSE EUROPEAN: S&P Lowers Ratings 3 Note Classes to 'CCC-'


M O N T E N E G R O

KOMBINAT ALUMINIJUMA: Court Orders Injunction on Operations


N E T H E R L A N D S

DRYDEN 32 EURO: S&P Assigns Prelim. 'B-' Rating to Class F Notes


P O R T U G A L

PORTUGAL: Fitch Assigns 'BB+' Rating to $4.5-Bil. Bonds


R U S S I A

POMOSCH INSURANCE: S&P Affirms 'B+' IFS Rating; Outlook Negative
PROMSVYAZBANK: S&P Lowers Rating to 'BB-' on Reduced Earnings


S P A I N

GC FTPYME: Fitch Lowers Rating on Class B Notes to 'BBsf'
IBERCAJA BANCO: S&P Revises Outlook to Pos. & Affirms 'BB' Rating


S W I T Z E R L A N D

DUFRY AG: Fitch Assigns 'BB' Rating to EUR500MM Sr. Unsec. Notes


U N I T E D   K I N G D O M

BRIAN LEIGHTON: In Administration; 81 Jobs Affected
BUSINESS MORTGAGE: Moody's Cuts Ratings on 2 Note Classes to 'C'
CRAWL PROMOTIONS: Camden Crawl Organizer Goes Into Liquidation
GEMINI ECLIPSE 2006-3: Moody's Affirms 'C' Rating on Cl. B Notes
HAYWARD ELECTRICAL: In Administration; 18 Jobs Affected

ICELAND TOPCO: S&P Assigns 'B+' Corp. Credit Rating; Outlook Pos.
MARSTON'S: Fitch Affirms 'BB+' Rating on GBP155MM Class B Notes
SANDWELL COMMERCIAL: Fitch Cuts Ratings on 2 Note Classes to 'C'
SHERWOOD AGENCIES: Administrator Explores Options After Collapse
UNIPART AUTOMOTIVE: In Sale Talks with Three Potential Bidders


X X X X X X X X

* EC Launches EU-Wide Interconnection of Insolvency Registers


                            *********


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C Y P R U S
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BANK OF CYPRUS: Fitch Affirms 'CCC' Rating on EUR1-Bil. Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the rating of the Bank of Cyprus
Public Company Ltd's (BoC, CC/C, Viability Rating (VR): cc)
EUR1 billion outstanding residential mortgage covered bonds at
'CCC'.

Key Rating Drivers

The rating action follows the upgrade of BoC's Long-term (LT)
Issuer Default Rating (IDR) to 'CC' from 'RD' (Restricted
Default) following the lifting of capital controls in Cyprus. As
a result of the upgrade of BoC's rating, Fitch no longer makes an
exception to its covered bonds rating criteria and uses the LT
IDR, instead of the VR, as a starting point for its credit risk
analysis.

The covered bonds' rating is based on BOC's 'CC' LT IDR, an IDR
uplift of 1, a Discontinuity Cap (D-Cap) of 0 (full
discontinuity) and the program's asset percentage (AP) of 95.24%,
which provides at least 51% recoveries on the bonds assumed to be
in default in a 'CCC' rating scenario and allows a one-notch
uplift above the 'CCC-' rating on a probability of default basis.

Fitch's view on the use of resolution methods other than
liquidation contributes to the IDR uplift of '1' for BoC's
covered bond program. This is based on BoC's large size in its
domestic market and its interconnectedness with the Cypriot
economy.

Fitch's D-Cap of 0 (full discontinuity) is driven by the
liquidity gaps and systemic risk component. In Fitch's view the
program's extendible maturity of 12 months would not be
sufficient to successfully refinance the cover assets when the
source of payments for the covered bonds switches from the issuer
to the cover pool.

The 95.24% AP which Fitch relies upon in its analysis is the
maximum level allowed by the Cypriot covered bond law and equals
to Fitch's calculated breakeven AP for the 'CCC' rating.

Fitch has not assigned an Outlook to the covered bonds in line
with its rating definition, under which Outlooks are applied
selectively to ratings in the 'CCC', 'CC' and 'C' categories.

Rating Sensitivities
All else being equal, the covered bonds' 'CCC' rating would be
sensitive to movements of BOC's IDR. The covered bonds' rating
would also be vulnerable to a deterioration of the performance of
the residential mortgage portfolio of more severe magnitude than
currently foreseen.

The Fitch breakeven AP for the covered bond rating will be
affected, among others, by the profile of the cover assets
relative to outstanding covered bonds, which can change over
time, even in the absence of new issuance. Therefore the
breakeven AP to maintain the covered bond rating cannot be
assumed to remain stable over time.


DRILLSHIPS OCEAN: Moody's Rates $800MM Loan & $500MM Notes (P)B2
----------------------------------------------------------------
Moody's Investors Service assigned provisional (P)B2 ratings to
the proposed $800 million senior secured term loan and $500
million senior secured notes issued by Drillships Ocean Ventures
Inc. ("DOV") and Drillships Ventures Projects Inc, subsidiaries
of Ocean Rig UDW Inc ("Ocean Rig"). Moody's has also affirmed
Ocean Rig's corporate family rating (CFR) at B2 and probability
of default rating (PDR) at B2-PD, as well as the B2 rating on the
$800 million secured notes issued by Drill Rigs Holdings Inc.
("Drill Rigs"), the B1 rating on the US$1.9 billion senior
secured term loan borrowed by Drillships Financing Holding Inc.
("Drillships") and the Caa1 rating on the $500 million unsecured
notes issued by Ocean Rig. The outlook on all ratings is stable.

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

Ratings Rationale

The rating actions follow the announcement by Ocean Rig of a
planned debt refinancing. This comprises borrowing under the new
term loan and secured notes to fully repay the US$1,288 million
outstanding amount on the existing senior secured term loan at
DOV due 2018.

The (P)B2 ratings on the new secured term loan and secured notes
at DOV, in line with the CFR, reflects that they will be secured
by first liens on the newest operational vessels, the Mylos,
Skyros and Athena drillships, as well as substantially all other
assets of DOV except such items as drilling contracts. They will
also have a parent guarantee from Ocean Rig, until the creation
of a master limited partnership (MLP). Moody's notes this could
be credit negative depending on the terms and capital structure
associated with the MLP. The new term loan and secured notes
documentation provides for the establishment of an MLP and
proposes limiting net leverage to be no greater than 4.25 to 1.
However, despite the relatively low leverage required to form the
MLP at DOV, the ratings on the new instruments are weighed on by
the potential loss of the parent guarantee and the residual
unsecured claim it provides on Ocean Rig's other six operating
rigs.

The new loan and secured notes will have standard high-yield
incurrence covenants including those on restricted payments, debt
incurrence and liens and the new term loan will also have a
financial covenant referencing a leverage ratio at DOV. Moody's
expects this to have adequate headroom over the next 12-18 months
despite the focus on a small number of new rigs, which have all
recently started on contract.

The B2 CFR reflects Ocean Rig's very high adjusted gross leverage
of 7.0x in FY2013, which Moody's expects to decline to below 5.5x
by the end of 2014, despite taking delivery of an additional rig.
The rating also considers the capital intensive, highly cyclical
nature of the offshore contract drilling sector, the medium-sized
operational asset base with nine rigs operating at the end of
2014 (and a further four under construction) and low
diversification. The rating also incorporates Ocean Rig's young
and technologically advanced fleet that Moody's expects to
maintain superior day rates even in a downturn, and the strong
revenue visibility over the next several years as demonstrated by
its substantial US$5.0 billion contract backlog.

Rating Outlook

The stable outlook reflects Moody's view that Ocean Rig will
continue to reduce leverage, supported by a stable operating
environment for young assets in the ultra-deepwater offshore
drilling industry and the company's contract backlog. It also
assumes adequate liquidity and covenant headroom.

What Could Change the Rating - Up

Ocean Rig's ratings could be upgraded if gross leverage is
maintained below 5.0x, the company has made solid progress on new
contracts for rigs that run off their current contracts in 2015,
and the new rigs under construction are progressing on schedule
and budget.

What Could Change the Rating - Down

The company's ratings could be pressured if the conditions for a
stable outlook are not met. Higher than expected leverage caused
by a material delay in delivery of the three drillships under
construction, extended downtime on the operating drillships
and/or additional new rig construction commitments could lead to
a downgrade. Leverage sustained above 6.5x or a significant
tightening of liquidity could result in a ratings downgrade.

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

Incorporated in the Marshall Islands, but headquartered in
Cyprus, Ocean Rig UDW Inc is an oilfield services company focused
on ultra-deepwater exploration and production drilling. It is
listed on the NASDAQ, with a market capitalization of around $2.5
billion and is majority-owned by DryShips Inc, a US-listed
drybulk shipping and tanker company.


DRILLSHIPS OCEAN: S&P Rates US$800MM Loan & US$500MM Notes 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating to the proposed US$800 million term loan B facility
and US$500 million senior secured notes due 2021 and 2022 to be
issued by Drillships Ocean Ventures Inc. and Drillships Ventures
Projects Inc., both subsidiaries of Marshall Islands-domiciled
ultra-deepwater driller Ocean Rig UDW Inc. (Ocean Rig;
B/Negative/--). S&P assigned a recovery rating of '2' to the
proposed term loan and notes, indicating its expectation of
substantial (70%-90%) recovery in the event of a payment default.

At the same time, S&P is affirming:

   -- The 'B+' issue rating on the $1.9 billion term loan B1 due
      2020 issued by Drillships Financing Holding Inc.  The
      recovery rating is unchanged at '2';

   -- The 'B' issue rating on Drill Rigs Holdings Inc.'s $800
      million senior secured notes due 2017.  The recovery rating
      is unchanged at '3'; and

   -- The 'CCC+' issue rating on the $500 million senior
      unsecured notes due in 2019, issued by Ocean Rig.  The
      recovery rating is unchanged at '6'.

The issue and recovery ratings on the proposed senior secured
term loan and proposed senior secured notes are based on
preliminary information and are subject to the successful
issuance of these notes and S&P's satisfactory review of the
final documentation.

S&P understands that the proceeds of the proposed debt issuances
will be used to repay in full the US$1,288 million senior secured
term loan (unrated) issued by Drillships Ocean Ventures.

S&P also understands that Ocean Rig intends on completing this
refinancing in advance of a potential master limited partnership
(MLP) IPO that the company estimates may take place before year-
end 2014.  As per the draft documentation for the proposed debt,
the IPO can take place if net leverage at the issuer is less than
4.25x.  The documentation indicates that, on consummation of the
MLP IPO, Ocean Rig's parental guarantee would be released on the
subsidaries' debt facilities, although the three ultra-deepwater
drillships Mylos, Skylos, and Athena would remain as security.
In addition, following the potential consummation of the MLP IPO,
the issuer could pay dividends to Ocean Rig and the MLP as long
as interest coverage is above 2x; if interest coverage is below
2x, dividends would be permitted but with restrictions.

Any changes to the structure or creation of the MLP would require
S&P to review the ratings. If the debt no longer benefits from a
guarantee from Ocean Rig, S&P would rate the issuer of the debt.
If S&P saw a material increase in the group's credit risk, it
could consider lowering the ratings.

RECOVERY ANALYSIS

S&P understands that the proposed senior secured notes and term
loan will rank pari passu and have the same security package,
consisting of first-ranking pledges over almost all the assets of
the issuer, including the three ultra-deepwater drillships that
secure the existing term debt Ocean Rig intends to refinance.
There will also be a guarantee from the parent Ocean Rig, but
this would automatically be released on consummation of the MLP
IPO. The recovery rating is constrained by S&P's view of
multijurisdictional risk.

S&P understands that the documentation of the proposed facilities
will include a net total leverage financial maintenance covenant,
restrictions on the incurrence of additional debt, restrictions
on payments, restrictions on liens, and change-of-control
provisions.

The documentation permits Ocean Rig to raise additional senior
secured debt up to US$150 million, in addition to a super senior
revolving credit facility of up to US$50 million.  S&P's
calculation of recovery prospects are currently at the lower end
of the range for the recovery ratings, and therefore the issuance
of further debt could lead S&P to revise these ratings downward.

In S&P's hypothetical default scenario, it projects a default in
2018 triggered by material delays in finding charters for some of
the new vessels, and much lower rates for certain expiring
charters on existing rigs.

S&P uses a discrete-asset valuation methodology to estimate the
value of Ocean Rig's assets, given the highly cyclical and asset-
intensive nature of its business.  The existing rated debt and
the proposed facilities are from different issuers and secured by
separate assets, with no cross default.



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C Z E C H   R E P U B L I C
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NEW WORLD: Investors Skeptic on Debt Restructuring
--------------------------------------------------
Krystof Chamonikolas and Julie Miecamp at Bloomberg News report
that investors in New World Resources Plc are showing increasing
skepticism the money-losing Czech mining company will be able to
restructure its debt.

NWR's EUR275 million (US$374 million) of unsecured debt maturing
in January 2021 slid to 15 cents on the euro on Tuesday, July 8,
a week after the company threatened to liquidate if investors
didn't accept a 75% loss on the securities, Bloomberg discloses.
Investors in the note lost 51% this year, the second biggest
decline among 446 euro-denominated corporate bonds tracked by
Bloomberg.

According to Bloomberg, Zdenek Bakala, the majority owner of NWR,
is struggling to win support for an overhaul that would cut the
company's debt by 45% and increase the number of shares 25 times.

The company, as cited by Bloomberg, said on July 2 that after six
quarters of losses spurred by plunging coal prices, the only
other option is selling almost all of the company's assets, which
could leave some investors with nothing.

NWR said in a statement on July 2 that the company's
restructuring plan calls for raising EUR150 million from the sale
of shares, with the new equity representing 96% of the total
enlarged company and current shares outstanding equating to 4%,
Bloomberg relays.  The company said that in addition to losses on
unsecured debt, owners of secured bonds due May 2018 will book a
25% reduction in the value of their holdings, Bloomberg notes.

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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SNCM: French Prime Minister Urges Workers to End Strike
-------------------------------------------------------
Natalie Huet at Reuters reports that French Prime Minister
Manuel Valls related on Tuesday, July 8, that workers at France-
Corsica ferry operator SNCM must end their strike and let the
troubled company undergo a restructuring to secure its future.

According to Reuters, Mr. Valls told TV station TF1 in an
interview that the loss-making SNCM, whose unions have been on
strike since June 24, risks bankruptcy and needs to be placed
under court protection.

"This situation cannot go on and there needs to be a court-
ordered restructuring, because this company is sinking, and in
fact the days of strike that accumulate are only putting it more
into trouble," Reuters quotes Mr. Valls as saying.

Unions oppose the court restructuring option because they fear it
will lead to job losses and less favourable labor terms, Reuters
discloses.  The government has already instructed a mediator to
facilitate negotiations between the unions and management,
Reuters relates.

"The company is in danger of death," Mr. Valls warned, saying it
could still survive if its workers were ready to negotiate and to
take up certain challenges, notably concerning routes to and from
North Africa.

As reported by the Troubled Company Reporter-Europe on July 7,
2014, Reuters related that SNCM has racked up cumulative losses
of EUR250 million over the past decade despite subsidies it
receives from French authorities.  Some legal experts say a
Chapter 11-style restructuring would allow a new owner to buy
some of SNCM's ships and continue some of its current routes
under a new legal structure and with part of the company's staff,
Reuters noted

SNCM is owned 66% by Transdev, a public transport joint venture
between water and waste group Veolia Environnement and state-bank
CDC.



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G E R M A N Y
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RHEINWEST CREDIT 12: S&P Withdraws 'CCC-' Ratings 2 Note Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services corrected by withdrawing its
credit ratings on Rheinwest Credit Management's series 12, 14,
and 16 notes.

Portigon AG's oeffentliche pfandbriefe is the underlying
collateral to which Rheinwest Credit Management's series 12, 14,
and 16 notes are dependent.

On Jan. 4, 2011, S&P withdrew its long-term rating on Portigon's
oeffentliche pfandbriefe at the issuer's request.  However, due
to an error, S&P did not withdraw its ratings on Rheinwest Credit
Management's series 12, 14, and 16 notes at this time.

S&P has withdrawn its ratings on the series 12, 14, and 16 notes
to reflect the current rating on the underlying collateral to
which the rating on these notes are dependent.  The rating
actions correct S&P's previous error.

Rheinwest Credit Management's series 12, 14, and 16 are partially
funded European collateralized debt obligation (CDO)
transactions.

RATINGS LIST

Class        Rating          Rating
             To              From

Ratings Withdrawn

Rheinwest Credit Management
EUR15 Million Credit-Linked Floating-Rate Notes Series 12

              NR                B+ (sf)

Rheinwest Credit Management
EUR15 Million Credit-Linked Floating-Rate Notes Series 14

              NR                CCC- (sf)

Rheinwest Credit Management
EUR15 Million Credit-Linked Floating-Rate Notes Series 16

              NR                CCC- (sf)

NR-Not rated.


TECHEM GMBH: S&P Revises Outlook to Positive & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it had revised to
positive from stable its outlook on Germany-headquartered energy
services company Techem GmbH.

At the same time, S&P affirmed its 'B+' long-term corporate
credit rating on Techem.

In addition, S&P affirmed its 'B+' issue rating on Techem's
senior secured credit facilities and senior secured notes.  The
'3' recovery rating reflects S&P's expectation of meaningful
(50%-70%) recovery in the event of a payment default.

S&P also affirmed its 'B-' issue rating on the proposed senior
subordinated notes issued by related entity Techem Energy
Metering Service GmbH & Co. KG.  The '6' recovery rating reflects
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

The outlook revision primarily reflects Techem's recent
deleveraging and S&P's expectation of further deleveraging in the
coming 12-18 months.  S&P bases this on the company's continued
sales growth, overall stable profit margins, lower interest
costs, and no material merger and acquisition (M&A) activity or
excessive shareholder distributions.

S&P's assessment of Techem's financial risk profile as "highly
leveraged" takes into account the company's Standard & Poor's-
adjusted credit metrics, with funds from operations (FFO) to debt
below 12% and debt to EBITDA above 5x.

S&P continues to consider shareholder loans (which S&P
understands amounted to about EUR405 million as of Dec. 31, 2013)
as debt, due to their maturity in 2027, and hence not a permanent
feature of Techem's capital structure.  Still, S&P notes that
Techem's FFO cash interest cover is relatively strong at about
2.6x and is likely to improve further in fiscal year 2015,
(ending March 31), owing to the recent repricing of the company's
loans and improving earnings and cash flow generation.  S&P
furthermore thinks that the company's low maintenance capital
expenditures and active working capital management partly offset
the high leverage.

S&P still considers Techem's business risk profile as
"satisfactory," based on its leading market share and long-
standing experience in the stable German heat and water
submetering market (representing a majority of EBITDA), which is
underpinned by its technological leadership and large installed
meter base.

The positive outlook reflects that there is a one-in-three
likelihood of a one-notch upgrade over the next 12-18 months,
based on Techem's continued strong operating performance and
deleveraging.

S&P could raise the ratings if credit metrics improved further,
for example to such an extent that the company maintained a ratio
of FFO cash interest cover above 3.0x on a sustainable basis,
which would balance S&P's forecast that debt to EBITDA and FFO to
debt will remain above 5.0x and below 12% (both including the
shareholder loan), respectively, in the coming 12 months.  An
upgrade would depend on the company maintaining a conservative
expansion strategy with limited M&A and no shareholder
remunerations that would increase leverage from the current
levels.

S&P could revise the outlook to stable if Techem's revenue growth
and EBITDA did not increase as it expects, for example as a
result of competitive pressure, causing credit metrics to remain
at or weaken from the current levels.  An outlook revision to
stable could also be the result of a weakening liquidity profile,
acquisitions, or excessive shareholder remuneration.


TRIONISTA TOPCO: S&P Affirms 'B+' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it had affirmed its
'B+/B' long- and short-term corporate credit ratings on Trionista
TopCo GmbH (ista), the intermediate holding company of energy
submetering group ista International GmbH.  The outlook is
stable.

At the same time, S&P affirmed its 'B+' issue rating on the
senior secured credit facilities and senior secured notes issued
by Trionista HoldCo GmbH.  The recovery rating of '3' indicates
S&P's expectation of meaningful (50%-70%) recovery in the event
of a payment default.

S&P also affirmed its 'B-' issue rating on the EUR525 million
senior subordinated notes issued by Trionista TopCo GmbH.  The
recovery rating of '6' indicates S&P's expectation of negligible
(0%-10%) recovery prospects in an event of default.

The affirmations reflect S&P's view of ista's resilient operating
performance, which has been in line with its previous forecasts
over the past 12 months.  It also reflects S&P's view that the
group will continue to maintain credit metrics in line with a
"highly leveraged" financial risk profile, as S&P's criteria
define this term.

ista's high debt levels in relation to its cash flow generation
constrain the company's "highly leveraged" financial risk
profile. S&P's assessment also takes into consideration what it
views as aggressive financial policies, given ista's private-
equity ownership.

S&P assess ista's business risk profile as "satisfactory," partly
because of the company's leading position in the global energy
submetering market, reflecting its long experience both in the
mature German market -- 55% of company revenues -- and
internationally.

S&P now assess ista's liquidity as "strong," according to its
criteria, compared with "adequate" previously.  S&P believes that
available liquidity sources, including cash and FFO, will cover
expected cash outflows by at least 1.5x over the 12 months
starting April 1, 2014.

The stable outlook reflects S&P's view that ista's operating
margins will remain robust.  In addition, S&P believes that the
company's operations will continue to deliver stable and
predictable cash flows, allowing for gradual deleveraging and
improvements in credit metrics.  S&P expects that ista will
maintain adjusted FFO cash interest coverage of at least 2x.  S&P
also assumes that ista will maintain "adequate" liquidity, as
defined by its criteria.


YASMINA AIRPORT: Luebeck Airport Finds New Investor
---------------------------------------------------
ch-aviation reports that Wizz Air will likely be able to maintain
operations to and from Luebeck after authorities there were able
to secure a new, as-yet-unnamed, investor.

ch-aviation relates that Germany's airliners.de quoted Klaus
Pannen, the airport's insolvency administrator, as saying
negotiations were "largely complete" with lease agreements
expected to be signed last week.

"The prospective buyer wants to buy the movable assets of the
insolvent operating company, Yasmina Airport Management GmbH, as
well as leased areas that still belong to city of Luebeck," the
site, as cited by ch-aviation, said.

Luebeck's city council is due to sit on the proposal on July 10,
ch-aviation notes.

The report adds that the investor also wants to retain all 92
employees in addition to maintaining existing Wizz Air and
Ryanair (FR, Dublin Int'l) flights. The Irish LCC has already
announced plans to axe Luebeck from its winter 2014/15 season
though, the report says.


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IRISH BANK: Blasts Developer's Bid To Review Fla. Mall Sale Plan
----------------------------------------------------------------
Law360 reported that Chapter 15 debtor Irish Bank Resolution
Corp. urged a Delaware bankruptcy judge to reject a real estate
developer's request that the court review bidding procedures for
IBRC's interest in a Florida shopping mall, claiming the
developer is actually trying to revive a dead deal.  According to
the report, Liberty Channelside LLC filed a motion earlier in
June asking the court to examine how the sale process for the
Tampa, Florida, mall has been run, a move IBRC claims has little
to do with the purported fairness and transparency of its bidding
procedures, according to its objection.

                    About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


* Deloitte Acquires Restructuring Specialist Kavanagh Fennell
-------------------------------------------------------------
Deloitte on June 30, 2014, announced the acquisition of Kavanagh
Fennell, one of Ireland's leading corporate recovery and
insolvency services firms. The enlarged business brings together
two highly experienced teams that will provide increasingly
sophisticated services to SMEs and large corporate clients.

The deal sees Kavanagh Fennell's entire workforce of 53 join
Deloitte's corporate finance department. Martin Reilly, Head of
Corporate Finance at Deloitte, will lead the combined team of
over 150 professionals. Tom Kavanagh, Ken Fennell and David Van
Dessel will join Deloitte as partners and work closely with David
Carson in the restructuring area. In addition to insolvency and
restructuring services, the acquisition also capitalizes on
complementary strengths in the forensics area, a fast growing and
increasingly important service offering for the firm.
Furthermore, the deal also expands and strengthens the firm's
regional offering.

Commenting on the acquisition Deloitte's Managing Partner Brendan
Jennings said, "We're delighted to welcome a team of the calibre
of Kavanagh Fennell. Our respective restructuring teams are
highly complementary and will provide enhanced capability across
our combined client base. As Ireland's recovery continues we
anticipate a continuing demand for restructuring services and
this acquisition more closely aligns our forensics and
restructuring offerings to meet the evolving needs of our
clients."

Commenting on the deal the partners at Kavanagh Fennell said,
"This acquisition gives us the scale to work with larger clients
and have access to a broad national and international network
through Deloitte, while also benefitting existing clients, for
whom it is very much business as usual.  We're very much looking
forward to joining the largest professional services organization
globally and capitalizing on the market opportunities that we
believe will be created as a result of our combined expertise and
capacity."

Kavanagh Fennell is a specialist in corporate recovery and
insolvency services including receiverships, court liquidations,
creditor voluntary liquidations, examinerships and informal
schemes of arrangement. They currently manage a distressed asset
portfolio with an associated debt of several billion euro. Over
the last three years, they have been involved in over 450
insolvency and corporate recovery projects.

Deloitte's restructuring services business has managed some of
Ireland's largest scale receiverships and corporate
restructurings. Its ability to leverage the global network of
Deloitte member firms has attracted clients in every major
industry sector.



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


CLARIS FINANCE 2006: S&P Affirms 'BB' Rating on Class B Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and removed from
CreditWatch negative its 'BB (sf)' credit rating on Claris
Finance 2006 S.r.l.'s class B notes.  S&P's ratings on the class
A1 and A2 notes remain unaffected by the rating actions.

On April 29, 2014, S&P placed on CreditWatch negative its 'BB
(sf)' rating on Claris Finance 2006's class B notes following a
corresponding rating action on Veneto Banca SCPA, the
transaction's liquidity guarantee provider.

According to the transaction documents, the liquidity guarantee
covers the timely payment of interest and ultimate payment of
principal.  Under S&P's current counterparty criteria, its rating
on the class B notes is weak-linked to its long-term issuer
credit rating (ICR) on Veneto Banca as the liquidity guarantee
provider. Therefore any change to S&P's long-term ICR on Veneto
Banca would result in an equivalent change to its rating on
Claris Finance 2006's class B notes.

On June 17, 2014, S&P affirmed and removed from CreditWatch
negative its 'BB' long-term ICR on Veneto Banca.  Consequently,
due to the weak link between the ratings as described above, S&P
has affirmed and removed from CreditWatch negative its 'BB (sf)'
rating on Claris Finance 2006's class B notes.

S&P's ratings on the class A1 and A2 notes are unaffected by the
rating actions because the ratings are delinked from its long-
term ICR on the liquidity guarantee provider.

Claris Finance 2006 is a residential mortgage-backed securities
(RMBS) transaction, backed by a pool of mortgage loans secured
over residential and commercial properties in Italy.  The
transaction closed in July 2006 and its revolving period elapsed
in March 2010.


CORDUSIO 4: S&P Lowers Rating on Class E Notes to 'B(sf)'
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Cordusio RMBS Securitisation S.r.l. (Cordusio 4).

Specifically, S&P has:

   -- Raised its rating on the class C notes;
   -- Lowered its ratings on the class D and E notes; and
   -- Affirmed its ratings on the class A2, A3, and B notes.

This transaction is the fourth residential mortgage-backed
securities (RMBS) transaction that UniCredit Group originated.
The collateral is a mortgage loan pool secured by residential
properties in Italy.  Following the transaction's deleveraging,
the pool factor (the percentage of the pool's outstanding
aggregate principal balance) was approximately 39% as of the
June 2014 interest payment date (IPD).  The current weighted-
average loan-to-value (LTV) ratio has decreased to 44.82% from
60.54% at closing, and the weighted-average seasoning is 116
months as of March 2014.  The portfolio remains granular.  About
62% of the outstanding pool was broker-intermediated.

Delinquencies of 30+ days have increased over the past year, and
are mostly in the 90+ days bucket.  The percentage of 30+ days
delinquencies was 3.65% of the outstanding balance as of June
2014, which is slightly lower than S&P's Italian RMBS index at
3.80%.  However, 90+ days delinquencies was 2.37% as of June
2014, which is above our index at 1.83%.

The transaction's new defaults have averaged about 34 basis
points (bps) of the outstanding balance over the past year, with
a 64 bps peak in March 2014.  This is higher than previous
Unicredit-originated transactions but is in line with S&P's
Italian RMBS index.

Under the transaction documents, excess spread is trapped to
cover 100% of the balance of defaulted loans, and the cash
reserve can also be used to cure the principal deficiency ledger
(PDL) balance.  Of the transaction's cumulative gross defaults as
of June 2014 (EUR148.8 million or 3.81% of the closing pool
balance), the majority has been cured by either excess spread
(which includes recoveries), or by using the cash reserve.
However, over the past year, both the excess spread and the cash
reserve have not been sufficient to cover new defaults.  As a
result, the PDL balance was EUR4.8 million on the June 2014 IPD.
The transaction documents define defaults as loans that have been
classified as "incaglio" or "sofferenza" by the servicer, or
which have been in arrears for at least 360 days," S&P said.

The cash reserve has not been at its target amount of EUR6.2
million since December 2011.  This is because the issuer has made
drawings to cover defaulted loans in the pool.  The reserve is
now fully depleted.

Under the transaction documents, interest payments on the rated
notes can be deferred if the cumulative default ratio breaches
certain thresholds, which are 11% for the class B notes, 9% for
the class C notes, 8% for the class D notes, and 7% for the class
E notes.  The transaction also has a trigger on the junior
classes of notes, so that once the cumulative default ratio
reaches 6.9%, all excess interest is used to repay principal on
the notes.  Given the current cumulative default ratio, S&P
considers it unlikely that this trigger will be breached.

Cumulative recoveries were low at 14.47% of defaults as of the
June 2014 IPD, and S&P expects further recoveries its assumption
for time-to-foreclosure is five years.

Due to deleveraging, the available credit enhancement for the
class A2, A3, B, and C notes has increased significantly since
closing.  Taking into account the nondefaulted balance only, the
available credit enhancement for the class A2 and A3 notes has
increased to 15.23% from 6.26% at closing, to 10.62% from 4.44%
for the class B notes, to 7.78% from 3.32% for the class C notes,
and to 1.16% from 0.71% for the class D notes.  As a result of
the current level of undercollateralization and the reserve
fund's depletion, the available credit enhancement for the class
E notes has decreased to -0.10% from 0.21% at closing.

S&P conducted its cash flow analysis, in which it ran a number of
scenarios to test the structures' ability to meet timely payment
of interest and ultimate repayment of principal on the rated
notes.  In this analysis, S&P considered the current portfolio
characteristics, the transaction's performance so far, and the
transaction's structural mechanisms.  S&P has assumed that
further recoveries will come fromthe already-defaulted loans,
which will benefit the unrated junior class of notes.

Taking into account the results of S&P's credit and cash flow
analysis, it considers that the available credit enhancement for
the class A2, A3, and B notes is commensurate with their
currently assigned ratings.  S&P has therefore affirmed its
ratings on these classes of notes.

S&P believes the available credit enhancement for the class C
notes is now commensurate with a higher rating than previously
assigned.  Consequently, S&P has raised to 'AA (sf)' from 'A
(sf)' its rating on the class C notes.

Conversely, S&P's results indicate that the available credit
enhancement for the class D and E notes is commensurate with
lower ratings than previously assigned.  S&P has therefore
lowered its ratings on the class D and E notes.

The collateral for the transaction comprises first-ranking
floating- and fixed-rate residential mortgage loans that
UniCredit Group originated.

RATINGS LIST

Cordusio RMBS Securitisation S.r.l.
EUR3.908 bil residential mortgage-backed floating-rate notes
                                 Rating
Class        Identifier          To               From
A2           IT0004231236        AA (sf)          AA (sf)
A3           IT0004231244        AA (sf)          AA (sf)
B            IT0004231285        AA (sf)          AA (sf)
C            IT0004231293        AA (sf)          A (sf)
D            IT0004231301        BBB- (sf)        BBB (sf)
E            IT0004231319        B (sf)           BB (sf)



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


PETRUSSE EUROPEAN: S&P Lowers Ratings 3 Note Classes to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'AAA (sf)' from 'A+
(sf)' its credit rating on Petrusse European CLO S.A.'s class C
notes.  At the same time, S&P has lowered its ratings on the
class D-1, D-2, D-3, E-1, E-2, and E-3 notes.

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

Petrusse European CLO is a multi-currency transaction, which is
amortizing.  Its reinvestment period ended on Sept. 14, 2009.
Since our May 29, 2012 review, the class A-1, A-2, A-3, and B
notes have fully repaid, while the class C notes' remaining
principal amount is 3.3% of its initial amount.

The class E notes are not passing their par value test.  As a
result, the class E-1, E-2, and E-3 notes have continued to repay
principal using the remaining interest proceeds after interest on
all rated classes of notes has been paid.  The class E-1, E-2,
and E-3 notes' outstanding principal balance is approximately
37.8% of their initial balance.

As the portfolio has continued to amortize, obligor concentration
has increased.  The portfolio now comprises 17 performing
obligors, with exposures ranging from 0.04% to 14.89% of the
portfolio (excluding cash and defaulted assets).  In S&P's
previous review, the portfolio comprised 87 performing obligors,
with exposures ranging from 0.01% to 4.16%.  Approximately 9.6%
of the assets are U.S. dollar-denominated and the rest are euro-
denominated, according to the May 30, 2014 monthly report.

The proportion of defaulted assets (obligors rated 'CC', 'SD'
[selective defaults], or 'D') has increased to 21% from 5.5%, and
'CCC' rated assets (debt obligations of obligors rated 'CCC+',
'CCC', or 'CCC-') have decreased to 5% from 16.6% since S&P's
previous review.

As a result of the above developments, the available credit
enhancement for the class C, D-1, D-2, and D-3 notes has
increased, while it has decreased for the class E-1, E-2, and E-3
notes.

Increased obligor concentration levels, in conjunction with a
largely unchanged portfolio weighted-average life, has resulted
in an increase in the scenario default rate (SDR) across all
rating levels.  The SDRs represent the stressed level of
cumulative asset defaults commensurate, in S&P's view, with
economic stresses assumed at different rating levels.  The SDRs
at a given rating level increase or decrease with changes in the
underlying collateral characteristics of the portfolio, including
changes in obligor ratings and maturity composition, issuer,
industry, and country concentrations.

The class C and D notes continue to pass their
overcollateralization tests.  The class E notes are failing both
the par value and interest coverage tests.

In addition, exposure to long dated assets -- i.e. assets
maturing after the legal final maturity date of the notes -- is
15.7% of the aggregate collateral balance (including cash and
recoveries on defaulted assets).  S&P believes that this exposes
the issuer to market value risk because the collateral manager
may be forced to sell long-dated assets for less than par in
order to repay the transaction's rated notes when they mature.
In accordance with S&P's general cash flow analytics ratings
criteria, it has reduced the performing asset balance for the
purpose of its analysis.

The portfolio's reported weighted-average spread has increased to
4.22% from 3.60% since S&P's previous review.  However, in
scenarios above S&P's original ratings on the notes, it has
assumed that the portfolio paid a covenanted weighted-average
spread of 2.95%, instead of the reported weighted-average spread.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents S&P's estimate of the maximum level of
gross defaults, based on its stress assumptions, that a tranche
can withstand and still fully repay the noteholders.  S&P used
the portfolio balance that it considers to be performing, the
reported weighted-average spread, and the weighted-average
recovery rates that S&P calculated in line with its current
corporate collateralized debt obligation (CDO) criteria.  S&P
applied various cash flow stress scenarios using its standard
default patterns and timings for each rating category assumed for
each class of notes, combined with different interest rate stress
scenarios, as outlined in S&P's criteria.  S&P also applied high
and low correlation and lower recovery sensitivity tests to the
notes at each rating level.

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

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

S&P's analysis indicates that the available credit enhancement
for the class C notes is now commensurate with a higher rating
than previously assigned.  S&P has therefore raised to 'AAA (sf)'
from 'A+ (sf)' its rating on the class C notes.

The application of the largest obligor default test constrains
S&P's ratings on the class D-1, D-2, and D-3 notes.  S&P has
therefore lowered to 'B- (sf)' from 'B+ (sf)' its ratings on the
class D-1, D-2, and D-3 notes.

The class E-1, E-2, and E-3 notes are failing S&P's cash flow
stresses and its supplemental stress tests at their current
rating level.  S&P has therefore lowered to 'CCC- (sf)' from
'CCC+ (sf)' its ratings on the class E-1, E-2, and E-3 notes.

Petrusse European CLO is a CLO transaction that securitizes loans
to primarily European, and to a limited extent, U.S. speculative-
grade corporate firms.  The transaction closed in June 2004, and
3i Debt Management Investments Ltd. manages it.

RATINGS LIST

Class        Rating            Rating
             To                From

Petrusse European CLO S.A.
EUR240.5 Million, US$103 Million Fixed- and Floating-Rate Notes

Rating Raised

C            AAA (sf)          A+ (sf)

Ratings Lowered

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



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


KOMBINAT ALUMINIJUMA: Court Orders Injunction on Operations
-----------------------------------------------------------
SeeNews reports that the Nicosia District Court has ordered an
injunction on operations involving the assets of Kombinat
Aluminijuma Podgorica in connection with a EUR44 million (US$60
million) claim filed by En+ Group, parent of the Central European
Aluminum Company .

CEAC, established in 2005 to manage the aluminium business
interests of the En+ Group in Central and Eastern Europe, and the
Montenegrin government each owned 29.3% of KAP prior to the sale
of the company, SeeNews notes.

KAP was declared bankrupt in October, SeeNews recounts.

According to SeeNews, CEAC said in a statement on Monday the
injunction covers all transactions involving KAP assets,
including the recently announced sale by the government of
Montenegro of the smelter to Uniprom for EUR28 million.
It said that other transactions that have been blocked include
the alienation of property, the disbursement of monies from KAP's
accounts, and the sale of any aluminium produced at the plant,
SeeNews relays.

The ban remains effective until the court passes final judgment
on En+ Group's claim, SeeNews discloses.

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



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


DRYDEN 32 EURO: S&P Assigns Prelim. 'B-' Rating to Class F Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary credit
ratings to Dryden 32 Euro CLO 2014 B.V.'s class A-1A, A-1B, B-1A,
B-1B, C, D, E, and F notes.  At closing, Dryden 32 Euro CLO 2014
will also issue an unrated subordinated class of notes.

S&P has assigned its preliminary ratings following its assessment
of the transaction's capital structure and the collateral
portfolio's credit quality, a cash flow analysis, and a review of
the transaction documents.  S&P understands that the portfolio at
closing will be diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds.

S&P's preliminary ratings are commensurate with the available
credit enhancement for the rated notes through the subordination
of cash flows payable to the subordinated notes.  S&P subjected
the preliminary capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.

In S&P's analysis, it used the target par amount, the covenanted
weighted-average spread, the covenanted weighted-average coupon,
and the covenanted weighted-average recovery rates.  S&P applied
various cash flow stresses, using four different default
patterns, in conjunction with different interest rate stresses
for each liability rating category.

The transaction documents allow between 10% and 20% of assets
paying a fixed interest rate where no additional hedging is
required.  S&P tested the mix of fixed- and floating-rate assets
at the maximum and minimum levels under the transaction
documents. S&P also biased defaults toward fixed-rate assets
during low interest-rate environments and toward floating-rate
assets during high interest-rate environments.

S&P's analysis also shows that the credit enhancement available
to each rated class of notes is sufficient to withstand the
defaults applicable under the supplemental tests (not counting
excess spread) outlined in S&P's corporate collateralized debt
obligation (CDO) criteria.

S&P considers that the transaction's documented replacement and
remedy mechanisms adequately mitigate its exposure to
counterparty risk under S&P's current counterparty criteria.

Following the application of S&P's criteria for nonsovereign
ratings that exceed eurozone (European Economic and Monetary
Union) sovereign ratings, S&P considers the transaction's
exposure to country risk to be limited at the assigned
preliminary rating levels, as the concentration of the pool
comprising of assets in countries rated lower than 'A-' does not
exceed 10% of the aggregate collateral balance.

At closing, S&P considers that the transaction's legal structure
will be bankruptcy-remote, in line with its European legal
criteria.

Dryden 32 Euro CLO 2014 is a European cash flow collateralized
loan obligation (CLO) transaction, comprising euro-denominated
senior secured loans and bonds issued by European borrowers.
Pramerica Investment Management Ltd. is the collateral manager.

RATINGS LIST

Preliminary Ratings Assigned

Dryden 32 Euro CLO 2014 B.V.
EUR416.7 Million Floating-Rate, Fixed-Rate, and
Subordinated Notes

Class                 Prelim.        Prelim.
                      rating          amount
                                    (mil. EUR)

A-1A                  AAA (sf)        199.25
A-1B                  AAA (sf)         31.00
B-1A                  AA (sf)          18.42
B-1B                  AA (sf)          31.58
C                     A (sf)           32.00
D                     BBB (sf)         22.00
E                     BB (sf)          26.00
F                     B- (sf)          17.00
Subordinated          NR               39.45

NR-Not rated.



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


PORTUGAL: Fitch Assigns 'BB+' Rating to $4.5-Bil. Bonds
-------------------------------------------------------
Fitch Ratings has assigned the Republic of Portugal's
USD4.5 billion bond a 'BB+' rating.  The bond has a coupon of
5.125% and is due Oct. 15, 2024.

KEY RATING DRIVERS

The rating of the bond is in line with Portugal's Long-term
foreign currency Issuer Default Rating (IDR), which has a
Positive Outlook.

On April 11, 2014, Fitch affirmed Portugal's Long-term foreign
and local currency Issuer Default Rating (IDRs) at 'BB+'.  The
Outlooks on the Long-term IDRs were revised to Positive from
Negative.

RATING SENSITIVITIES

The bond's rating is sensitive to the same factors that might
affect Portugal's IDR.



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


POMOSCH INSURANCE: S&P Affirms 'B+' IFS Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Russia-based Pomosch Insurance Company Ltd. (IC Pomosch) to
negative from stable and affirmed its 'B+' insurer financial
strength and counterparty credit and 'ruA' Russia national scale
ratings.

At the same time, S&P placed its 'B+' ratings on IC Pomosch's
core entity Giva LLC on CreditWatch with negative implications
and affirmed the 'ruA' Russia national scale rating.

The outlook revision reflects S&P's concerns that IC Pomosch's
financial risk profile could weaken.  This could happen if S&P
revised its assessment of the company's capital adequacy downward
to upper adequate from moderately strong owing to:

   -- An ongoing dispute with one of its clients in Russia.

   -- Increasing asset-liability mismatch, which affects S&P's
      view of the risk position negatively.

   -- Increasing market risk reflected in larger investments in
      equities.

   -- Increasing non-life insurance risk due to the transfer of
      inward reinsurance to Pomosch from Giva.

The CreditWatch placement reflects S&P's view that the change in
IC Pomosch and Giva's shareholders' strategy to one of reducing
integration might lessen Giva's core group status.

The negative outlook on IC Pomosch reflects significant pressure
on the company's capital adequacy due to:

   -- The ongoing dispute with one of its clients that could
      result in a final claim for RUB 350 million.

   -- Increased market risk owing to higher investments in
      equities.

   -- Increased non-life premium risk due to the transfer of the
      inward reinsurance business to IC Pomosch from Giva.

   -- A potentially worsening risk position after 2014 results
      due to asset-liability mismatch that could exceed 10%.

The CreditWatch on Giva reflects S&P's view of weakening
integration between the two companies following the revised
strategy.

S&P will resolve the CreditWatch following discussions with
management over the company's future role.  S&P might affirm the
ratings on Giva if long-term integration of the company with IC
Pomosch seemed likely.

S&P could take a negative rating action on IC Pomosch if capital
and earnings fell to its upper adequate category.  This could
happen for any of the following reasons combined with shareholder
reluctance to inject fresh capital into the company sufficient to
its future needs:

   -- The court deciding against IC Pomosch.

   -- A continuation of the company's strategy of investing more
      than 10% of invested assets in equities.

   -- Substantial further growth in the inward reinsurance
      business.

In addition, a revision of the risk position to very high risk
might lead to a negative rating action due to growing asset-
liability mismatch in the company's business book.

S&P is unlikely to revise the negative outlook until each of the
negative factors identified has ceased to be relevant.


PROMSVYAZBANK: S&P Lowers Rating to 'BB-' on Reduced Earnings
-------------------------------------------------------------
Standard & Poor's Ratings Services said it had lowered its long-
term counterparty credit ratings on Russia-based Promsvyazbank to
'BB-' from 'BB'.  The outlook is stable.

At the same time, S&P lowered the Russia national scale rating to
'ruAA-' from 'ruAA', and affirmed the short-term counterparty
credit rating at 'B'.

The downgrade reflects S&P's view that the bank's capital buffers
will remain under pressure in 2014.  S&P believes that, in the
context of a pronounced economic slowdown in Russia, additional
provisioning needs are likely to weigh on the bank's earnings
through 2014, although not as much as in fourth-quarter 2013 and
first-quarter 2014, which will prevent any significant core
capital build-up.

S&P has revised down the bank's stand-alone credit profile (SACP)
to 'b+' from 'bb-', reflecting that S&P now considers capital and
earnings to be "weak" from "moderate" previously.  However, the
ratings continue to factor in one notch of uplift above the SACP
to reflect Promsvyazbank's "moderate" systemic importance to
Russia's banking sector.

"Our view of Promsvyazbank's capital and earnings as "weak"
reflects that, after the bank announced a net loss in first-
quarter 2014, we now expect weaker earnings for 2014.  We believe
recent provisioning needs due to isolated, but sizable credit
events in the corporate portfolio will weigh on earnings.  In
2013, the bank created about RUB14.1 billion in new provisions
(which corresponds to a 2.7% credit loss ratio) compared with
only RUB4.3 billion (0.9% credit loss ratio) a year before.
Credit losses continued to increase in first-quarter 2014,
although we believe this trend will soften for the rest of 2014,"
S&P said.

Standard & Poor's risk-adjusted capital (RAC) ratio (before
adjustments for diversification) for Promsvyazbank stood at 4.8%
as of Dec. 31, 2013, and S&P expects this core capital ratio to
remain between 4.5% and 4.8% in 2014-2015.  S&P notes that the
bank has somewhat strengthened its regulatory capital base,
placing additional Tier 1 capital in the amount of US$120 million
in 2013 and Tier 2 capital in the amount of US$100 million in
March 2014.  S&P understands the bank is planning to place
additional Tier 1 and Tier 2 capital instruments, which will help
further strengthen regulatory capital, although they are unlikely
to materially affect our core Tier 1 capital forecasts.

This focus on weaker forms of capital -- as opposed to common
equity -- illustrates, in S&P's view, the bank's ongoing capital
challenges.  S&P believes the Promsvyazbank's risk asset growth
in 2014 will outpace that of retained earnings, as the bank's
strong corporate franchise allows it to attract creditworthy
borrowers, notably those in need of refinancing.  Therefore, S&P
doubt the bank will be able to materially strengthen its core
capital metrics in the coming quarters.

The stable outlook reflects S&P's expectation that, due to its
size and business focus, Promsvyazbank will likely preserve its
capacity to generate revenues and attract creditworthy borrowers.
Although S&P expects credit losses to remain elevated in 2014, it
believes the bank will be more resilient than similarly rated
peers to worsening economic conditions in Russia.



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


GC FTPYME: Fitch Lowers Rating on Class B Notes to 'BBsf'
---------------------------------------------------------
Fitch Ratings has taken various rating actions on GC FTPYME
Sabadell 4 FTA's notes, as follows:

  Class A(G) notes (ISIN ES0341169011): affirmed at 'A+sf',
  Outlook Stable

  Class B notes (ISIN ES0341169029): downgraded to 'BBsf' from
  'BBB-sf'; Outlook Stable

  Class C notes (ISIN ES0341169037): affirmed at 'CCCsf'; RE 45%

Key Rating Drivers

The downgrade of the mezzanine note reflects the deterioration in
the transaction's performance. The reserve fund has been fully
depleted since March 2014 and a Principal Deficiency Ledger (PDL)
of EUR124,078 is reported. Over the past year 90+ delinquencies
have gone up to 7.51% in May 2014 from 6.08% in May 2013. Over
the same time period the current defaults have also gone up to
EUR15.51 million from EUR11.75 million. Additionally, the
observed weighted average recovery has reduced to 39.11% from
43.86%.

Class A(G) notes have been affirmed at 'A+sf' given the large
increase in credit enhancement (CE) to 54.62% from 39.86%
offsetting the portfolio deterioration. The notes are capped at
'A+sf' due to payment interruptions resulting from exposure to
Banco de Sabadell which acts as servicer of the loans. The
outstanding balance of this class is currently reported at
EUR31.71 million.

Class C has been affirmed at 'CCCsf' reflecting its vulnerability
to further defaults. It is currently marginally
undercollateralized.

The portfolio continues to be significantly exposed to the
Spanish real estate and building and materials sector that
currently represent 54.34%. Fitch has accounted for this in its
analysis by stressing the probability of default (PD) associated
with loans in this sector.

Lastly, the transaction benefits from a favorable swap that
covers interest payment on delinquent and defaulted loans. Banco
de Sabadell the swap provider is currently not rated and can post
collateral in the swap collateral account bank at Banco Santander
(A-/Stable/F2) when needed as per the transaction documents.
However Fitch did not give any credit to the swap in its analysis
because in Fitch's view it may be difficult to replace such an
esoteric swap.

Rating Sensitivities

The agency incorporated two additional stress tests in their
analysis to determine the ratings' sensitivity. The first
addressed a reduction of recovery expectations, whereas the
second simulated an increased default probability. In both stress
tests, class A(G) notes ratings' are stable. However, in both
scenarios a rating action on classes B and C would be likely.
Both the classes B and C might experience a downgrade of between
two and three notches.

GC FTPYME Sabadell 4 FTA is a static securitization of a EUR750
million initial portfolio of Spanish SME loans originated and
serviced by Banco de Sabadell.


IBERCAJA BANCO: S&P Revises Outlook to Pos. & Affirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Spain-based Ibercaja Banco S.A. to positive from
stable.  At the same time, S&P affirmed its 'BB/B' long- and
short-term counterparty credit ratings on Ibercaja.

S&P is also raising its issue rating on Ibercaja's hybrid
instruments to 'B-' from 'CCC-' and removing them from
CreditWatch with positive implications, where they were placed on
Nov. 22, 2013.

The rating actions on Ibercaja reflect S&P's view that it may
improve its assessment of the bank's capital and earnings in the
context of potential balance-sheet actions.  In S&P's view,
Ibercaja may be considering enhancing its capital position as
part of its corporate reorganization.

The parent company of Ibercaja Banco, Ibercaja savings bank,
announced on June 13, 2014 that, in the context of its
transformation into a banking foundation, the group was in the
process of analyzing alternative corporate transactions.

S&P understands that the group has a strategic focus on
strengthening its solvency, which S&P believes may include
considering a potential capital increase and realizing capital
gains.

"Our view of Ibercaja's capital position is currently "very
weak," according to our criteria.  We anticipate that Ibercaja's
organic capital generation may only be moderate in the near term
and, under our base case, we expect its risk-adjusted capital
(RAC) ratio to remain between 2.5%-3.0% over the next 18-24
months. However, we also note that this capital level is already
close to moving from what we consider to be a "very weak"
assessment under our criteria to "weak".  Any material capital-
enhancing measures could therefore lead us to review our current
assessment," S&P said.

"We have affirmed the ratings on Ibercaja because our view of its
stand-alone rating factors and Ibercaja's 'bb' stand-alone credit
profile (SACP) remain unchanged.  Our assessment of Ibercaja's
"adequate" business position reflects our view that the bank will
continue to benefit from its sound and stable retail banking
franchise in northeastern Spain.  We continue to see Ibercaja's
funding profile as "average" compared with its domestic peers,
and we consider that the bank maintains adequate liquidity
cushions available in case of need.  Finally, the improving
economic prospects further support our view that Ibercaja's asset
quality is stabilizing at stronger levels than the Spanish
banking system average.  This is incorporated in our "strong"
assessment of the bank's risk position," S&P added.

At the same time, S&P is raising its issue rating on Ibercaja's
hybrid instruments to 'B-' from 'CCC-' and removing them from
CreditWatch with positive implications, where they were placed on
Nov. 22, 2013.  The upgrade reflects the Bank of Spain's
authorization for Ibercaja to continue paying coupons on existing
hybrid instruments during the fiscal year ending June 30, 2015,
despite the bank's reported net losses in 2013.

The positive outlook reflects the possibility that S&P could
upgrade Ibercaja if the bank implements new capital strengthening
measures, in the context of its corporate reorganization, that
lead S&P to expect that its RAC ratio for Ibercaja will remain
sustainably above 3.0%.  If the results of such measures are
material enough, S&P could revise its assessment of Ibercaja's
capital and earnings to "weak" from "very weak," according to its
criteria.

"We could revise the outlook back to stable if, contrary to our
current expectations, the group's reorganization does not include
a capital enhancement that is sufficient for us to consider that
Ibercaja will achieve sustainably higher capital levels
consistent with a "weak" assessment under our criteria.  A
revision of the outlook to stable could also occur if we
anticipated that, contrary to our current expectations,
Ibercaja's asset quality was likely to deteriorate toward the
system average in Spain.  This is because our ratings currently
incorporate our expectation that, following the acquisition of
Banco Grupo Cajatres S.A., Ibercaja's asset quality will continue
to outperform that of its Spanish domestic peers," S&P said.

In addition, S&P's assessment of Ibercaja's creditworthiness is
also supported by the bank's conservative approach to credit
underwriting and acquisitions.  If the bank departs from this
approach and, in particular, if it makes additional acquisitions
of weaker players, it could put pressure on S&P's assessment of
the bank's business position as well as its risk profile.



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


DUFRY AG: Fitch Assigns 'BB' Rating to EUR500MM Sr. Unsec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned Swiss-based travel retail group Dufry
AG's proposed EUR500 million senior unsecured 2022 notes a
'BB(EXP)' expected rating.  The assignment of the final rating is
subject to the receipt of final documentation conforming to
information already received.

The bond is being issued by Dufry Finance SCA and is rated at the
same level as Dufry's Issuer Default Rating of 'BB' as it will
rank equally with the company's senior unsecured debt, including
its existing USD500 million 2020 notes, its terms loans and its
revolving credit facility.  Dufry will use the proceeds to
finance the acquisition of the Nuance Group, along with funds
from the mandatory convertible notes and the rights issue.  The
increased indebtedness related to the Nuance acquisition was
included in Fitch's recent rating affirmation of Dufry on June 5,
2014.

KEY RATING DRIVERS

Business Scale Strengthened

The acquisition of Nuance materially increases Dufry's market
leadership and scope of operations.  In the travel retail
industry, Fitch views this as paramount for maintaining high
quality of concessions and deriving an increasing amount of
operational efficiencies.

Increased Footprint

Dufry will benefit from Nuance's complementary presence in the
Mediterranean region, Asia and the US.  Given that over 80% of
Dufry's pipeline projects involve new concessions and expansions
in these geographies, Fitch views the complementary geographic
nature of the transaction as highly accretive to Dufry's long-
term business development goals.

Impact on Concession Portfolio Mixed

The acquisition will allow Dufry to expand and diversify its
concession portfolio and add a number of profitable contracts.
Fitch notes an overall shorter concession lifetime and a higher
share of concessions with maximum guaranteed payments will
slightly elevate Dufry's operating leverage.  However, given
Dufry's historically high concession renewal rates of 80%, the
curtailed concession lifetime does not materially diminish
business visibility.  Fitch expects the average profitability of
Nuance's concessions to converge with that of Dufry's, through
discontinuation of less profitable contracts and renegotiation of
new concessions with predominantly variable fee structures.

The unprofitable Australian operations of Nuance are not deemed
as strategically important to Dufry, and most of these
unprofitable concessions are expiring over the next quarters.

Cash Generation to Remain Strong

Given Nuance's weaker profitability, the acquisition will
sustainably compress Dufry's EBITDA margins by 1%-2% below the
historical average of 14%.  As a result, Fitch estimates that
forecast funds from operations (FFO) as a percentage of sales
will be consistently below historical levels of 11%-12% by 2%-3%.
However, in the absence of any major incremental capital spend
above the company's target of 3.5% of sales, free cash flow (FCF)
generation is projected to remain strong and expand over the
rating horizon.  Even with lower profitability, Dufry would still
rank among the top performers in the travel retail sector such as
World Duty Free.

Credit Metrics under Pressure in FY14-15

As a result of the acquisition, Fitch expects FCF as a percentage
of sales to drop to below 4% (FYE13: 5.4%), with FFO adjusted
leverage after dividends paid to associates at around 6.0x at
FYE14 (based on actual contribution from Nuance in 2H14) and
remaining above 5.5x in FY15.  Fitch considers the deterioration
in credit metrics will be temporary, limited to the business
integration period, which is expected to be restored in FY16 once
the combined business has started generating normalized levels of
cash flow.

If FFO adjusted gross leverage remains sustainably above 5.5x,
for example, as a result of a more onerous integration process,
weaker FCF or a delay in the equity placement as part of the
financing package, this could put pressure on the ratings.

Further Debt-Funded Acquisitions Likely

In the consolidating and highly competitive travel retail
industry, we expect acquisitions will remain an essential
strategy to deliver growth and protect profitability.  As long as
future acquisitions are accretive to Dufry's internal cash
generation and the company remains disciplined in its financial
policy, Fitch continues to factor small add-on acquisitions into
the ratings.

LIQUIDITY AND DEBT STRUCTURE

Fitch expects Dufry to maintain comfortable liquidity given its
continuously strong FCF generation, absence of principal
repayments until 2019 after the debt refinancing and augmented
liquidity reserves under the new undrawn RCF of CHF900 million.

RATING SENSITIVITIES

Negative: Future developments that could lead to negative rating
action include:

   -- FFO-adjusted leverage remaining at around 5.0x in the
      medium term, due to an adverse shift in the operating
      environment, persisting organic issues and/or continuing
      appetite for debt-funded acquisitions

   -- EBITDA margin below 12%, coupled with FCF margin below 4%,
      both on a sustained basis

   -- FFO fixed charge cover sustainably below 2.5x

Positive: Although an upgrade is unlikely before 2016, future
developments that could lead to positive rating action include:

   -- FFO adjusted leverage declining to below 4.0x and fixed
      charge cover rising above 3.0x on a sustained basis



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


BRIAN LEIGHTON: In Administration; 81 Jobs Affected
---------------------------------------------------
Howard Smith -- howard.smith@kpmg.co.uk -- and Jonny Marston of
KPMG were appointed Joint Administrators of Brian Leighton
(Garages) Limited on June 25, 2014.

The Company operated a Nissan, SsangYong and Isuzu dealership as
well as a Land Rover servicing centre in Howden, near Goole, East
Yorkshire.

From the same site, which is a freehold property (3.56 acres),
the Company also operated a used car dealership, a BP petrol
forecourt and a 24-hour Spar shop.

The Joint Administrators are trading the business in a limited
capacity by continuing to trade the Spar shop.  The remainder of
the business was closed down pre-appointment.

The Company employed 81 members of staff.  The majority were made
redundant prior to the appointment of the Joint Administrators.
Sixteen members of staff have been retained to operate the Spar
shop.

Howard Smith, Associate Restructuring Partner at KPMG, said: "The
Brian Leighton business experienced severe cashflow difficulties
in recent months, which hindered its ability to meet its
financial obligations and fund new vehicles.

"We are currently reviewing options to find buyers for the
premises and assets, as well as the petrol forecourt business and
Spar shop. Interested parties are encouraged to get in touch.

"We have staff on site to assist employees with any queries and
claims to the Redundancy Payments Office."

Sale of business enquires should be directed to Stuart Janes or
Ian Campbell at (0113)231-3907/(0113)231-3036.

Creditor queries/retention of title claims should be directed to
Thomas Swiers at (0113)231-3316.

Employee queries should be directed to Jayne Turner at (0113)231-
3028.


BUSINESS MORTGAGE: Moody's Cuts Ratings on 2 Note Classes to 'C'
----------------------------------------------------------------
Moody's Investors Service has upgraded four classes, downgraded
17 classes and affirmed 14 classes of notes in Business Mortgage
Finance 1, 2, 3, 4, 5, 6 and 7 plc (amounts reflects initial
outstanding):

Issuer: Business Mortgage Finance 1 PLC (BMF 1)

GBP9M B Notes, Affirmed A1 (sf); previously on Jan 21, 2010
Upgraded to A1 (sf)

GBP23.5M M Notes, Affirmed Aa2 (sf); previously on Dec 21, 2011
Downgraded to Aa2 (sf)

Issuer: Business Mortgage Finance 2 PLC (BMF 2)

GBP10.1M B Notes, Upgraded to A2 (sf); previously on Jan 25,
2010 Upgraded to A3 (sf)

GBP26.65M M Notes, Affirmed Aa2 (sf); previously on Dec 21, 2011
Downgraded to Aa2 (sf)

Issuer: Business Mortgage Finance 3 PLC (BMF 3)

GBP9.5M B1 Notes, Upgraded to Baa3 (sf); previously on Nov 13,
2009 Confirmed at Ba1 (sf)

EUR8M B2 Notes, Upgraded to Baa3 (sf); previously on Nov 13,
2009 Confirmed at Ba1 (sf)

GBP42.5M M Notes, Upgraded to Aa3 (sf); previously on Dec 21,
2011 Confirmed at A1 (sf)

Issuer: Business Mortgage Finance 4 PLC (BMF 4)

GBP186.5M A Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

GBP15M B Notes, Downgraded to Caa3 (sf); previously on Aug 28,
2013 Downgraded to Caa1 (sf)

GBP41.25M M Notes, Affirmed Ba1 (sf); previously on Aug 28, 2013
Downgraded to Ba1 (sf)

Detachable A Coupons Notes, Affirmed Aa2 (sf); previously on Aug
28, 2013 Affirmed Aa2 (sf)

MERC Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

Issuer: Business Mortgage Finance 5 PLC (BMF 5)

GBP100M A1 Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

A1 DAC Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

EUR180M A2 Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

A2 DAC Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

GBP12M B1 Notes, Downgraded to Ca (sf); previously on Aug 28,
2013 Downgraded to Caa3 (sf)

EUR11.5M B2 Notes, Downgraded to Ca (sf); previously on Aug 28,
2013 Downgraded to Caa3 (sf)

GBP27M M1 Notes, Downgraded to B3 (sf); previously on Aug 28,
2013 Downgraded to B2 (sf)

EUR36.5M M2 Notes, Downgraded to B3 (sf); previously on Aug 28,
2013 Downgraded to B2 (sf)

MERC Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

Issuer: Business Mortgage Finance 6 PLC (BMF 6)

GBP106M A1 Notes, Downgraded to A2 (sf); previously on Aug 28,
2013 Downgraded to A1 (sf)

A1 DAC Notes, Downgraded to A2 (sf); previously on Aug 28, 2013
Downgraded to A1 (sf)

EUR400.7M A2 Notes, Downgraded to A2 (sf); previously on Aug 28,
2013 Downgraded to A1 (sf)

A2 DAC Notes, Downgraded to A2 (sf); previously on Aug 28, 2013
Downgraded to A1 (sf)

EUR39.1M B2 Notes, Downgraded to C (sf); previously on Aug 28,
2013 Downgraded to Ca (sf)

GBP38M M1 Notes, Downgraded to Caa3 (sf); previously on Aug 28,
2013 Downgraded to Caa2 (sf)

EUR55.6M M2 Notes, Downgraded to Caa3 (sf); previously on Aug
28, 2013 Downgraded to Caa2 (sf)

MERC Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

Issuer: Business Mortgage Finance 7 PLC (BMF 7)

GBP187.5M A1 Notes, Downgraded to A2 (sf); previously on Aug 28,
2013 Downgraded to Aa3 (sf)

A1 DAC Notes, Downgraded to A2 (sf); previously on Aug 28, 2013
Downgraded to Aa3 (sf)

GBP12.375M B1 Notes, Downgraded to C (sf); previously on Aug 28,
2013 Downgraded to Ca (sf)

GBP38.65M M1 Notes, Downgraded to Caa3 (sf); previously on Aug
28, 2013 Downgraded to Caa2 (sf)

EUR5M M2 Notes, Downgraded to Caa3 (sf); previously on Aug 28,
2013 Downgraded to Caa2 (sf)

MERC Notes, Affirmed Aa2 (sf); previously on Aug 28, 2013
Affirmed Aa2 (sf)

Moody's does not rate the Class C Notes in Business Mortgage
Finance (BMF) 3, 4, 5, 6 and 7 plc.

Ratings Rationale

The rating actions are driven by the bifurcated performance of
the seven transactions. The relatively stronger performances of
BMF 1, 2 and 3 have led to upgrades of four classes of notes
across BMF 2 and 3 while the relatively weaker performances of
BMF 4, 5, 6 and 7 have led to the downgrade of 17 classes of
notes across the four transactions. The rating affirmations are
applicable for all transactions, except BMF 3 where all Moody's
rated classes have been upgraded.

The ratings of classes M and B of BMF 1 have been affirmed in
light of the issuer's announcement to repay the notes on the next
interest payment date in July 2014 at which point Moody's will
withdraw its outstanding ratings of the notes.

Moody's upgraded the ratings of the Class B notes in BMF 2 and
the classes M and B notes in BMF 3. The upgrade actions are
primarily the result of each transaction's strong levels of
credit enhancement. Despite continuing high levels of arrears,
Moody's expects the portfolio losses to be substantially absorbed
by excess spread and reserve funds. As of the latest interest
payment date (May 2014), the reserve fund in BMF 2 accounts for
33% of the remaining note balance and the reserve fund in BMF 3
accounts for 18% of the remaining note balance. In addition, the
sequential allocation of principal proceeds has led to an early
repayment of the most senior notes, thus helping to further
improve the transactions credit enhancements. Moody's also notes
that the reserve fund required amount structurally does not
decline with the note principal balance. As a consequence credit
enhancement increased significantly through repayment and
prepayments of loans prior to the market downturn.

The downgrade rating actions in BMF 4, 5, 6 and 7 are mainly
driven by (i) the further increase of principal deficiency
balances in BMF 5, 6 and 7, (ii) the high arrears, litigation and
repossession levels for each pool; (iii) the increasing loss
severity observed for worked out loans over the four payment
dates; (iv) the depletion of credit enhancement provided by the
reserve funds in case of BMF 5, 6 and 7 as well as the expected
depletion of the reserve fund in case of BMF 4; and (v) Moody's
concerns regarding the current state of the UK real estate market
for secondary and tertiary quality assets and the still
challenging economic backdrop for small businesses across the
country.

The rating affirmations reflect Moody's view that the current
ratings are commensurate with the credit enhancement levels and
expected losses on the pools.

Moody's rating action on the Detachable A Coupons Notes of BMF 4
and Class A DAC Notes of BMF 5,6 and 7 is in line with the rating
actions for the respective Class A Notes, due to the expectation
that scenarios in which the ratings of the Class A Notes would be
impacted would also impact on the payment promise towards the
Class A Detachable Coupons.

Moreover, the ratings of the MERCs Notes in BMF 4, 5, 6 and 7 are
affirmed and continue to be capped by operational risk.

The analysis that led to the rating actions was based on an
updated pool cut for the transactions and the recent performance
history of each pool as well as performance outlook.

Loss and Cash Flow Analysis:

Moody's has derived its 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.
In addition, Moody's analyzed the loss severity on worked out
loans over the last three years and observed that the loss
severity has been lower in the earlier transactions. While the
loss severity ranges from 50%-60% for worked out loans in BMF 1,
2 and 3, the loss severity for worked out loans in BMF 4, 5 6 and
7 ranges from 60%-70%. To estimate potential future losses,
Moody's applied the observed loss severities to current arrears
levels and compared the expected losses with current credit
enhancement levels.

Methodology Underlying the Rating Action:

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

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

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

The main factors or circumstances that could lead to a downgrade
of any of the ratings across the transactions are (i) a
significant decline in excess spread, thus either decreasing the
credit enhancement from the reserve funds or increasing the
performance deficiency ledgers on the notes and (ii) further
increases in delinquencies, thus resulting in higher future
losses.

Moody's would consider upgrading the ratings if there were a
significant decline in delinquencies and improvement in excess
spread, thus resulting in higher credit enhancement and lowering
of performance deficiency ledgers, particularly for BMF 4, 5, 6
and 7 (excluding the MERC Notes which are capped).

Moody's Portfolio Analysis

The BMF transactions represent true-sale securitizations by
United Kingdom lender Commercial First of seven pools of loans
mainly granted to individuals and secured by first-ranking
mortgages over mixed-use commercial properties.

The most common property type in each of the pools is a mixed-use
commercial property, with a commercial use unit on the ground
floor, and a flat or maisonette for residential use situated
directly above it. However, the types of properties in the pools
are diverse and comprise various sorts of commercial uses,
including retail units, offices, hotels, light industrial
property and farmland. The properties securing the loans in the
pools are also well diversified in terms of location across the
UK.

Except for the Notes in BMF 1,2 and 4 that are all denominated in
GBP, the floating rate Notes have been issued in both EUR and
GBP, while the underlying loans are entirely GBP denominated. The
transactions have (i) hedging to mitigate basis risk, and for the
transactions with EUR tranches, cross-currency risk; (ii)
liquidity facilities; and (iii) cash reserve funds which are
fully depleted in BMF 5, 6 and 7. The transactions are now
amortizing principal sequentially.

As of the May 2014 IPD, delinquencies >90 days as percentage of
current balance for BMF 1,2,3, 4, 5, 6 and 7 were 12.5%, 20.2%,
27.9%, 26.5%, 20.0%, 19.4% and 15.9% respectively. Despite still
at high levels, the delinquencies have declined over the last 1.5
years across all seven transactions. The reduction in
delinquencies, particularly more than 90 days are the result of
worked out loans, for which the majority have been worked out
with losses. In the cases of BMF 1, 2, 3 and 4, the reserve funds
have been used to cover any additional losses beyond the
available excess spread. However, in case of BMF 4 the reserve
fund currently stands at only GBP0.4 million and is expected to
be depleted over the next one or two quarters. As a result,
Moody's has lowered its rating on the Class B notes in BMF 4 to
Caa3(sf) from Caa1(sf) as future losses will result in
performance deficiency ledgers on the Class C notes, thus further
reducing the credit enhancement for Class B.

As of the latest interest payment date, the principal deficiency
balance in BMF 5 equals the outstanding note balance of Class C
(GBP8.7 million) and stands now at GBP0.4 million for Class B
Notes. With respect to BMF 6, the Class C note principal
deficiency ledger is GBP17.25 million (equivalent to the Class C
note balance) and GBP8.8 million (33% of the current Class B note
balance). With respect to BMF 7, the Class C note deficiency
ledger is GBP7.9 million (equivalent to the Class C note balance)
and GBP4.6 million (37% of the current Class B note balance). The
principal deficiency balance for those three transactions
increased substantially since Moody's last review in August 2013.

Due to the further increases in principal deficiency balance and
forward looking loss estimates, Moody's has lowered the ratings
of BMF 5, 6 and 7 across the capital structure, except the Class
A notes of BMF 5, where the current credit enhancement continues
to be consistent with the Aa2 rating.


CRAWL PROMOTIONS: Camden Crawl Organizer Goes Into Liquidation
--------------------------------------------------------------
Andy Malt at Complete Music Update reports that Crawl Promotions,
the company behind North London's long-standing multi-venue music
festival The Camden Crawl, has been put into liquidation by its
organizers a week and a half after the event's 2014 edition. And
not just because they realized that the festival's new name,
CC14, wasn't going to work next year. Amongst the creditors who
seemingly stand to lose out are many of the bands who performed
this year.

CMU relates that an official statement issued via the Camden
Crawl website on July 4 reads: "Due to ticket sales falling far
short of expectations for this year's event, Crawl Promotions
Ltd, the Company which promotes the Camden Crawl, is unable to
pay its debts in full to any suppliers, staff or the Company's
directors and shareholders. As it stands the total debts
substantially exceed the value of the assets of the Company".

"Because of this completely unanticipated situation and after
nearly ten years of successfully promoting the Camden Crawl
festival, it is with great regret and sadness that there has been
no other option than to convene meetings for the purpose of
placing the Company into Creditors' Voluntary Liquidation."

It continues: "An Insolvency Practitioner has been appointed to
assist in this process. The Meetings of Shareholders and
Creditors are scheduled for July [11,] 2014 and notices have duly
been dispatched to all concerned parties. Once the Company is in
Liquidation and a Liquidator is appointed, the Liquidator will
realize all assets, try and agree all creditor claims and if
possible make a distribution (paying a portion of the debts due
to all creditors)".

Camden Crawl co-founder Lisa Paulson told CMU that the
liquidation was "very upsetting news for all concerned".

Prior to the formal announcement on July 4, those owed money
started to find out about the liquidation on July 3, when emails
to the festival started returning an 'out of office' message,
which read: "It is with great regret that the Board has decided
that there is no option but to place the Company into Creditors'
Voluntary Liquidation. The Board has instructed an Insolvency
Practitioner to assist in this process."

With the liquidator at that point still to be announced, the 'out
of office' update did seem to be a little premature, in that
there was no formal system to manage communication with debtors
about the liquidation, CMU notes. And as a result, a number of
the bands who now stand to lose out took to Twitter to express
their anger, the report says.


GEMINI ECLIPSE 2006-3: Moody's Affirms 'C' Rating on Cl. B Notes
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of the Class A
and the Class B Notes of Gemini (Eclipse 2006-3) plc:

Moody's rating action is as follows:

GBP615M A Notes, Affirmed Ca (sf); previously on Nov 27, 2012
Downgraded to Ca (sf)

GBP30M B Notes, Affirmed C (sf); previously on Nov 27, 2012
Downgraded to C (sf)

Moody's does not rate the Class C, Class D, Class E Notes.

Ratings Rationale

The affirmation action reflects the continuing expectation of
losses on all bonds issued. Since Moody's last review in
September 2013, two properties have been sold for a price
exceeding its expectations, reducing the prior ranking swap
exposure. Nevertheless, the remaining asset sales will not cover
the remaining swap exposure plus the Class A Note principal
balance, resulting in the affirmation of the note ratings.
Moreover, the recent legal developments with respect to the
liquidity facility may give rise to a potential Issuer default.

Moody's affirmation reflects a base expected loss in the range of
60% to 90% of the current balance of Class A, which is comparable
to the last review. The relatively wide range can be explained by
the uncertainty around further liquidity facility drawings, and
the future movement of the Mark-to-Market ("MtM") under the
senior ranking swaps. Moody's derives its 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.

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 an upgrade or
downgrade of the ratings are an increase or decline in the
property values backing the underlying loan or a significant
change in the MtM exposure of the swap.

Moody's Portfolio Analysis

Gemini (Eclipse 2006-3) plc closed in November 2006 and
represents the true-sale securitization of an initially GBP918.9
million senior loan (the "Senior Loan") secured by a portfolio of
initially 36 commercial properties throughout the UK. The
predominant property types were retail (59%) and office (21%).
The GBP105.8 million junior loan (the "Junior Loan") has not been
securitized in this transaction but is secured by the same
properties. The relationship between the Senior Loan lenders and
Junior Loan lenders is governed by an intercreditor agreement.
The Senior Loan and the Junior Loan combined are the initially
GBP1,041.4 million whole loan ("Whole Loan"), which matures in
July 2016. As of the April 2014 IPD, the transaction balance has
declined to GPB850 million from GPB918.8 million at closing in
2006 due to the sale of one property prior to arrangements to
reduce the swap MtM exposure.

Two assets have been sold since last review for a total
consideration of GBP28.8 million, exceeding Moody's expectation.
Moody's considers the EMC Tower -- which contributed GBP28
million to the above amount - to be of better quality compared to
the total pool of properties.

Given the recent sale of the assets, and the decline in the
senior ranking MtM of the swaps, Moody's loan-to-value of the
securitized loan is 386%. Moody's values the current property
pool at GBP240 million. This is based on its assumption of
declining cash flows given the secondary nature of the
properties, but recognizes stabilizing and in some instances
declining market yields for the secondary or tertiary property
pool. Moody's notes that it has not been provided with the
details of the recent revaluations.

Moody's Class A Note-to-Value ("NTV") including the senior
ranking swaps is 231%. Moody's expects losses between 60% and 90%
of the Class A principal. This expectation is stable since
Moody's last review. The relatively wide range of loss
expectations stems from (i) uncertainties relating to the future
movements of the MtM value, (ii) limited visibility of the recent
valuations, (iii) a currently positive trend in secondary UK
property values and (iv) uncertainties around the repayment
mechanism of the liquidity facility. Moody's does not expect
principal recoveries on Class B.

The Liquidity Facility

After several attempts to clarify the procedure relating to the
liquidity facility repayment, the liquidity facility provider has
announced to issue proceedings seeking a declaration as to the
insolvency of the Issuer and the duties to which the directors
are subject. Moody's understands no proceedings have been issued
yet. The servicer has announced that it will allocate recoveries
from future property sales only after directions from court
pursuant to its recent application for directions have been
received. All proceeds will be retained on the rent account until
directions are received. The available amount under the liquidity
facility has been drawn under a stand-by drawing and will be used
for loan income deficiency drawings. Independent of the ruling
Moody's expects a non-payment on the Class A note at some point
due to the high NTV of the class.


HAYWARD ELECTRICAL: In Administration; 18 Jobs Affected
-------------------------------------------------------
Insider Media reports that Hayward Electrical & Mechanical
Services Ltd. has closed its doors after collapsing into
administration with the loss of its entire workforce.

Howard Smith and Richard Philpott -- richard.philpott@kpmg.co.uk
-- of KPMG were appointed as joint administrators to the company
on June 18, 2014, Insider Media relates.

The company, which offered a range of mechanical and electrical
installations and services, suffered from "general cashflow
difficulties" leading to the directors calling KPMG, Insider
Media discloses.

The company ceased to trade on the appointment of the
administrators with all 18 staff being made redundant, Insider
Media notes.

Hayward Electrical & Mechanical Services Ltd. is a Belper
building services contractor.


ICELAND TOPCO: S&P Assigns 'B+' Corp. Credit Rating; Outlook Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Iceland Topco Ltd. (Iceland Foods),
the parent company of U.K.-based frozen food retailer Iceland
Foods Group Ltd.  The outlook is positive.

At the same time, S&P assigned its 'B+' issue rating to the
group's proposed GBP955 million senior secured credit notes.  The
recovery rating on the notes is '3', indicating S&P's expectation
of meaningful (50%-70%) recovery prospects in the event of a
payment default.

In addition, S&P assigned a 'BB' issue rating to the group's
proposed GBP30 million super senior revolving credit facility
(RCF).  The recovery rating on the RCF is '1', indicating S&P's
expectation of very high (90%-100%) recovery prospects in the
event of a payment default.

The issue ratings are subject to the successful issuance of the
notes 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 ratings reflect S&P's view of Iceland Foods' business risk
profile as "fair" and financial risk profile as "highly
leveraged," as S&P's criteria define the terms.  S&P combines
these factors to derive an anchor of 'b'.  The rating
incorporates a one-notch upward adjustment to the anchor for
S&P's "comparable rating analysis" (CRA), whereby it reviews an
issuer's credit characteristics in aggregate.  This primarily
reflects S&P's view that Iceland Foods' financial risk profile is
at the higher end of the "highly leveraged" category.

Iceland Foods' "fair" business risk profile reflects S&P's view
of its position as a midsize player in the U.K. food retail
market, with a strong emphasis on the frozen food subsegment,
which largely concentrates on value-focused products.

"We expect challenging market conditions, exacerbated by intense
price competition, to continue in the U.K.  That said, in our
opinion, Iceland Foods' market position as a retailer of value-
focused and frozen foods has been relatively resilient to the
difficult macroeconomic conditions in the U.K.  In addition, we
believe that as Iceland Foods' market share in the U.K. of over
2% is relatively small within the overall grocery market, and
given its position as a top-up shop with a niche focus on frozen
foods, the group is less exposed to targeted competition from the
major grocers.  In our view, Iceland Foods' profitability is just
above the peer group average, although we envisage persistent
market price competition placing pressure on margins," S&P noted.

In S&P's opinion, Iceland Foods' weaknesses include its limited
geographic diversification, low pricing flexibility due to a
reliance on customers at the value end of the market, and
exposure to rises in input prices.

S&P's assessment of Iceland Foods' financial risk profile takes
into account its "highly leveraged" capital structure, which
currently includes GBP730 million of senior debt facilities,
GBP277 million of vendor loan notes, and around GBP650 million of
capitalized operating-lease adjustments.  After refinancing, the
senior debt facilities and vendor loan notes would be replaced by
senior secured notes, which total up to GBP955 million.  As a
result of the refinancing, the company would have no incremental
debt and interest expenses would comprise of cash interest only.

The refinancing would also extend Iceland Food's maturity
profile, with the earliest maturity of the senior secured notes
expected in financial year 2019.  That said, S&P recognizes
management's commitment to pay down debt and its track record of
voluntary debt prepayments.  The group's ability to generate
positive free cash flow, its prudent financial policy, and its
"adequate" liquidity position, as our criteria define the term,
further mitigate the effects of the "highly leveraged" capital
structure.

S&P's base case assumes:

   -- A moderate impact from intense price competition among U.K.
      grocers, due to the niche nature of Iceland Foods' business
      model.

   -- Flat to slightly positive (up to 1%) like-for-like sales
      growth in 2015.

   -- Revenue growth driven primarily by new store openings.

   -- A decline of 30-50 basis points in the group's gross margin
      due to ongoing, highly competitive conditions and cost
      increases.

   -- Continued voluntary prepayment of debt through free cash
      flow generation, notwithstanding investment in new stores.

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

   -- Adjusted debt to EBITDA improving to 5.0x-5.2x and adjusted
      funds from operations (FFO) to debt of around 9%-11% in
      2015 and 2016.  S&P do not exclude the possibility that
      both of these core credit ratios could improve to the
      "aggressive" category from the current "highly leveraged"
      category.

   -- EBITDA interest coverage, operating cash flow to debt and
      free operating cash flow (FOCF) to debt remaining in the
      "aggressive" financial risk profile category.

   -- Adjusted FOCF of around GBP135 million-GBP160 million in
      2015 and 2016.

S&P applies a one-notch positive adjustment to Iceland Foods'
anchor for its CRA.  Even though Iceland Foods' current core
credit metrics are consistent with a "highly leveraged" financial
risk profile, S&P thinks that leverage could decrease further,
thereby improving credit metrics more than S&P expects in its
base case.  Furthermore, certain supplementary credit metrics are
already in the "aggressive" financial risk category.  The
positive adjustment also reflects Iceland Foods' progress in
repaying debt through internal cash generation and management's
commitment to reducing debt.

The positive outlook reflects S&P's view of Iceland Foods' track
record of progressive deleveraging through internal cash
generation and management's commitment to reducing debt.  Even
though Iceland Foods' current core credit metrics are consistent
with a "highly leveraged" financial risk profile, S&P believes
that leverage could decrease, which could boost the company's
credit metrics and financial risk profile toward the "aggressive"
category.

S&P could raise the rating on Iceland Foods if it revises upward
its assessment of Iceland Foods' financial risk profile to
"aggressive" from "highly leveraged."  This could happen if the
group continues to reduce debt such that adjusted debt to EBITDA
drops below 5x.  An improvement of the financial risk profile
upward to "aggressive" would prompt S&P to revise Iceland Foods'
anchor upward to 'bb-', resulting in an upgrade.  The possibility
of an upgrade will continue to depend on the group sustaining its
market share and FOCF generation, and maintaining a prudent
financial policy stance.

S&P could revise the outlook to stable if it sees a meaningful
decline in Iceland Foods' FOCF generation, or if EBITDA cash
interest coverage slips to less than 2x as a result of operating
pressures.  Such scenarios could unfold if, for instance,
unexpected operating setbacks from a drop in sales, loss of
market share, or brand damage resulted in a substantial decline
in the group's gross margin by more than 150 basis points.


MARSTON'S: Fitch Affirms 'BB+' Rating on GBP155MM Class B Notes
---------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Marston's Issuer plc's
(Marston's) class A and B notes to Stable from Negative and
affirmed their ratings.

The transaction is a securitization of both managed and tenanted
pubs operated by Marston's comprising 281 (including the six
recently transferred) managed pubs (representing over half of
Marston's plc's managed pubs) and 1,155 tenanted pubs (close to
100%).

The rating actions reflect the on-going strong performance of the
managed pub division, gradual improvement in both tenanted estate
quality, through targeted disposals, and operating performance,
through Retail Agreement (RA) conversions, in addition to
prepayment-led deleveraging.  The Stable Outlook is also
supported by the on-going economic recovery in the UK.

KEY RATING DRIVERS

EBITDA performance has been slightly above Fitch's base case (by
0.4%) and little changed from previous year, with trailing 12
months to April 2014 EBITDA of GBP128.5 million.  The overall
flat EBITDA masked a continuation of recent trends within both
estates, with managed growing by 5.4% despite a 1.3% decline in
the average number of pubs, and tenanted declining by 4.3%
(mainly caused by a 10.8% reduction in the average number of
tenanted pubs).  Growth within the managed estate continued to be
driven by strong food sales, now representing 52% of total
'Destination and Premium' sales at FYE13, up from 49% at FYE12.

Despite the overall EBITDA decline within the tenanted estate,
the on-going implementation of the current strategy to dispose of
weaker performing pubs, maintain the strongest performers in
their current format and convert the remainder to the RA
franchise style model (giving management more control) is viewed
positively by Fitch.  There are currently around 600 pubs under
RA within the group, with around 550 in the securitized group.
Management has further plans to convert approximately another 200
(not accounted for in Fitch's base case), although not on a
strict schedule, in addition to disposing of a further 300
tenanted pubs.

TTM April 2015 EBITDA is forecast to grow marginally under
Fitch's base case by 1.5% to GBP130.4 million with margin
improving to 31.6% from 30.7%.  In the long term Fitch expects
EBITDA to grow slightly, with a 22-year CAGR of 0.3% resulting
from growth of around 1.0% in the earlier years, followed by a
gradual decline.  All forecast growth is driven by the managed
estate division (now contributing 46% of securitized EBITDA, up
from 43.6% a year ago), with a forecast 22-year CAGR of 1.7%,
supported by a five-year historical CAGR of around 6% (5.2% on a
per pub basis).  In contrast to this, tenanted estate EBITDA is
forecast to decline 1.4% per annum, reflecting weaker historical
growth (five-year CAGR -4.7%, -1.5% on a per pub basis).
Notably, it is still too early to judge if the RA rollout will
result in a long-term uplift to performance. However, in future
years this could start to benefit the tenanted estate division
forecasts if profitability continues to improve as a result of
the conversions.

In relation to forecast metrics for the class A notes, the strong
performance of the managed estate division, in addition to the
six pubs being recently added to the securitized group
(contributing GBP2.5 million of EBITDA per annum) and continuing
UK economic recovery, has resulted in an improvement in the
forecast debt service coverage ratio (DSCR) of nearly 0.1x to
1.8x.  This, together with the transaction's flat debt profile,
supports today's affirmation of the notes.

For the class B notes, the improvement in forecast coverage was
more substantial as they also benefit from the prepayment of the
GBP80 million AB1 note in January 2014 (which, in addition to the
associated swap breakage cost of GBP24.7 million, was fully
funded via disposal proceeds from within the securitized group).
This prepayment has reduced debt service as well as leverage,
with the forecast DSCR rising to just under 1.6x in Fitch's base
case from 1.4x.

In relation to the proposed statutory code to regulate large
tenanted pubcos, the potential impact of the Bill presented to
Parliament (June 25, 2014) is still unclear but it may be credit
negative for some pubco whole business securitizations, at least
in the short- to medium-term.  However, over the longer term the
code could improve the stability of the business model.  Notably,
Marston's pubs operating under the (franchise style) RA model
appear to be included in the current proposal.  However, as the
RA has no rent component it is not clear at this stage how this
model would be regulated under the proposed framework which
focuses on fair rent-setting practices.

RATING SENSITIVITIES

A significant outperformance of the base case due to continuing
strong growth in the managed estate division and proven success
of the RA model, in addition to further material downsizing of
the tenanted estate and consistent deleveraging could lead to a
rating upgrade.

However, an upgrade in the near term for the class A notes is
less likely than the class B notes.  The prepayment of the class
AB1 improved the debt metrics of the class B notes, bringing them
closer to the senior ranking class A notes.  Hence, an upgrade of
the class B notes is more likely subject to further deleveraging
combined with a reduction in exposure to the leased/tenanted
sector.

On the downside, the ratings could be negatively impacted if
performance is significantly below the current base case, due,
for instance, to declining food sales in the managed estate (as a
result of a continued squeeze in real incomes) and/or even
weaker-than-expected performance of tenanted pubs.  The inclusion
of Marston's RA model in the tenanted pubs' regulation could also
negatively impact profitability.

The ratings actions are as follows:

  GBP123.4m class A1 floating-rate notes due 2020: affirmed at
  'BBB+'; Outlook Stable

  GBP214m class A2 fixed rate notes due 2027: affirmed at 'BBB+';
  Outlook Stable

  GBP200m class A3 fixed-rate notes due 2032: affirmed at 'BBB+';
  Outlook Stable

  GBP211.5m class A4 floating-rate notes due 2031: affirmed at
  'BBB+'; Outlook Stable

  GBP155m class B fixed-rate notes due 2035: affirmed at 'BB+';
  Outlook Stable


SANDWELL COMMERCIAL: Fitch Cuts Ratings on 2 Note Classes to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded six tranches on Sandwell Commercial
Finance No. 1 plc (Sandwell 1) and Sandwell Commercial Finance
No. 2 plc (Sandwell 2).  All other ratings were affirmed.

Sandwell 1 FRNs due 2039:

GBP11.9m class A (XS0191369221) affirmed at 'Asf'; Outlook
Stable

GBP17.5m class B (XS0191371391) affirmed at 'Asf'; Outlook
Stable

GBP12.5m class C (XS0191372522) affirmed at 'BBsf'; Outlook
Stable

GBP10m class D (XS0191373686) downgraded to 'CCsf from 'CCCsf'';
Recovery Estimate (RE) 50%

GBP5m class E (XS0191373926) downgraded to 'Csf' from 'CCsf';
RE0%

Sandwell 2 FRNs due 2037:

GBP59.9m class A (XS0229030126) downgraded to 'BBsf' from
'BBBsf'; Outlook Stable GBP12.6m class B (XS0229030472)
downgraded to 'Bsf from 'BBsf'; Outlook Stable

GBP11.5m class C (XS0229030712) downgraded to 'CCCsf' from
'Bsf'; RE20%

GBP14.5m class D (XS0229031017) affirmed at 'CCsf'; RE0%

GBP9.4m class E (XS0229031280) downgraded to 'Csf' from 'CCsf';
RE0%

The transactions are securitizations of commercial mortgage loans
originated by West Bromwich Building Society.  The collateral is
located throughout the UK.

KEY RATING DRIVERS

The downgrades of Sandwell 1 reflect the rising number of
defaulted and watch-listed loans, and market value declines in
the latest valuations.  The Sandwell 2 downgrades reflect a
depleted reserve account and the principal deficiency ledger
(PDL) debit balance on the class E notes, indicating that
realized loan losses are not being covered.

Most properties have been re-valued since closing (between 2009
and 2013), revealing a general increase in loan-to-value ratios
(LTV) sustained following a market-wide correction in UK
secondary quality property values since origination.  The
weighted average LTV in Sandwell 1 is reported at 91.6% and in
Sandwell 2 at 98.5%. Low interest rates have allowed the servicer
some time in working out distressed floating-rate loans that are
unhedged, although this will become less sustainable if interest
rates start to rise.

As of the May/June 2014 reporting cycle, Sandwell 1 had 11 of its
43 remaining loans in various stages of enforcement, compared
with 20 out of 65 in Sandwell 2.  While proportionally similar,
the experience in Sandwell 2 is overall weaker, as are the
prospects.

Losses in Sandwell 1 total GBP4.3 million and have so far been
absorbed by the reserve account.  While below its target, the
reserve fund is replenishing from excess spread before step-up
margins will be paid on the notes (Fitch's ratings do not address
the likelihood of these step-up payments being met).  Sandwell
2's reserve fund has already been exhausted (in June) when a
GBP4.6 million loan loss was realized, leaving a GBP4.3 million
debit balance on the PDL for the class E notes.  While excess
spread can be used to replenish principal deficiencies, Fitch
expects the class E notes from both issuers ultimately to be
written off as more loan losses are realized.

Both transactions are affected by arrears levels sufficiently
high to breach the sequential payment test.  Further breaches
stem from the depleted reserve funds and, for Sandwell 2, the PDL
debt balance.  Fitch expects sequential payments to continue for
the foreseeable future, which, along with scheduled amortization,
mitigates adverse selection risk facing senior investors in
Sandwell 1 and 2.

RATING SENSITIVITIES

Evidence of recoveries or revaluations below Fitch's expectations
could result in downgrades.

Fitch estimates 'Bsf' proceeds of GBP47m for Sandwell 1 and
GBP75m for Sandwell 2.


SHERWOOD AGENCIES: Administrator Explores Options After Collapse
----------------------------------------------------------------
Olivia Kovacs at Rochdale Online reports that Sherwood Agencies'
administrator is exploring options following the company's
collapse.

The company based in Heywood went into administration just weeks
after celebrating its 40th birthday, Rochdale Online relates.
The administration has led to a loss of around 20 jobs, Rochdale
Online discloses.

Beever and Struthers, Accountants and Business advisers have been
appointed administrators of the company that has ceased trading,
Rochdale Online relays.

The company has recently been hit by a downturn in trade, citing
the issue that retail clients are buying their own products
directly, according to Rochdale Online.

Records show Sherwood Agencies sales have steadily declined in
the last few years, the report notes.  In 2006, the report
relates that the company made around GBP38 million, whereas in
the financial year of 2012, it posted a pre-tax loss of
GBP685,184 on revenues of just under GBP10 million.

The report notes that Charles MacMillan --
charles.macmillan@beeverstruthers.co.uk -- has been appointed
administrator of Sherwood Agencies, said: "Sherwood was one of
the first importers of its kind in the region and like many
operators in this sector has had problems adapting to the
changing face of retail markets.  Mr. MacMillan is a partner and
head of corporate recovery at accountants and business advisors
Beever and Struthers.

"Against a backdrop of falling turnover this once great company
has invested heavily in developing its internet presence but has
simply run out of money.  It is a shame because they were almost
there," the report quoted Mr. MacMillan as saying.

"Unfortunately, the firm has to cease trading for the time being
while we consider recovery options, and only a skeleton staff has
been retained.  These options include arrangements with creditors
or a sale of the business and assets as a going concern.  I am
actively pursuing both these strategies," Mr. MacMillan said, the
report notes.

Sherwood Agencies is an importer and wholesaler of goods,
including items such as electrical products and children's toys.


UNIPART AUTOMOTIVE: In Sale Talks with Three Potential Bidders
--------------------------------------------------------------
Henry Foy and Andy Sharman at The Financial Times report that
Unipart Automotive is close to securing a rescue deal that will
save the British car parts supplier from a bankruptcy that would
put 1,500 jobs at risk.

The company has filed an intention to appoint KPMG as
administrators, but its owners are hopeful of reaching a deal for
a takeover of the business from one of three shortlisted bidders
in the next 24-48 hours, the FT discloses.

Two of the potential bidders are Better Capital, an investment
fund run by Jon Moulton, and Euro Car Parts, a larger rival, two
people with knowledge of the talks told the FT.

"I can confirm that Unipart Automotive Limited is currently in
detailed discussions with three parties in respect of the sale of
the business.  We are very hopeful of concluding this transaction
in the next 36 hours," the FT quotes Mark Dixon, chief executive
of Unipart Automotive, as saying.  "A notice of intention to
appoint administrators has been filed, but merely with the
intention of protecting Unipart Automotive while we complete this
sale process."

Unipart completed a refinancing in May with a capital injection
from existing shareholders, but was forced to file its intention
to appoint KPMG after a period of poor trading, the FT relays.

An intention to appoint administrators has to be filed by the
company and does not automatically lead to insolvency
proceedings, the FT states.  The process gives a company 10
working days breathing space to finalize a deal and prevent its
lenders or other creditors forcing it into administration, the FT
notes.

According to the FT, if fresh backing for Unipart were secured,
KPMG would not be appointed.

Unipart distributes car parts in the UK.



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


* EC Launches EU-Wide Interconnection of Insolvency Registers
-------------------------------------------------------------
Balkan News reports that the European Commission is launching an
EU-wide interconnection of national insolvency registers by
linking up databases from seven Member States: the Czech
Republic, Germany, Estonia, Netherlands, Austria, Romania and
Slovenia -- with more countries expected to join at a later
stage.

According to Balkan News, this first interconnection will serve
as a one-stop shop for businesses, creditors and investors
looking to invest in Europe.  It will help business leaders and
entrepreneurs carry out the same checks as they would when
investing in their home country and will also support creditors
looking to follow up insolvency cases taking place in another EU
Member State -- thanks to information being available at one web
address: the European e-Justice Portal, Balkan News discloses.

Access to EU-wide insolvency registers will improve the
efficiency and effectiveness of cross-border insolvency
proceedings, Balkan News says.


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
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The TCR Europe subscription rate is US$775 per half-year,
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *