TCREUR_Public/140814.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, August 14, 2014, Vol. 15, No. 160

                            Headlines


B U L G A R I A

CORPORATE COMMERCIAL: Depositors, Investors Express Frustration


H U N G A R Y

ERSTE BANK: Moody's Lowers Long-Term Deposit Ratings to 'B3'
FHB MORTGAGE: Moody's Lowers Long-Term Deposit Ratings to 'B3'


I R E L A N D

IRISH BANK: Probe Into Ex-CEO's Finances Costs Nearly US$1MM
O'FLYNN CONSTRUCTION: Owner Can Repay EUR24.9MM in Personal Loans


P O R T U G A L

BANCO ESPIRITO SANTO: Healthy Bank to Assume Angolan Unit's Loans
NOVO BANCO: Moody's Assigns 'E' Bank Financial Strength Rating


R U S S I A

BANK OF KHANTY-MANSIYSK: Mood's Rates US$200MM Notes 'B2(hyb)'


U K R A I N E

ALFA-BANK UKRAINE: S&P Affirms 'CCC/C' Counterparty Ratings
UKRAINE: May Need More IMF Aid After Currency Slides


U N I T E D   K I N G D O M

AVINCIS MISSION: S&P Keeps 'B' Rating on CreditWatch Positive
CO-OPERATIVE GROUP: S&P Raises CCR to 'BB-'; Outlook Stable
ICELAND ACQUICO: S&P Withdraws 'B+' CCR After Bank Debt Repayment
SOUTHERN PACIFIC 04-1: Moody's Raises Rating on E Notes to 'Ca'


                            *********


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B U L G A R I A
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CORPORATE COMMERCIAL: Depositors, Investors Express Frustration
---------------------------------------------------------------
Kerin Hope at The Financial Times reports that the frustration of
Corporate Commercial Bank's depositors is shared by much larger
clients of the bank, the collapse of which was triggered by a
public quarrel between Tsvetan Vassilev, the bank's majority
shareholder, and Delyan Peevski, a controversial politician and
one of its biggest borrowers.

According to the FT, Corpbank, the Bulgarian lender that was shut
down in June by the country's central bank following a run on its
deposits, has not repaid the holders of a US$150 million senior
unsecured bond that matured on Friday, Aug. 8, among them several
US and UK hedge funds, even though Bulgaria's central bank and
its finance ministry reassured international investors they would
get their money.

VTB Capital of Russia, a leading Corpbank shareholder, has
declined to pump in fresh capital, while Oman's sovereign wealth
fund, which holds a larger stake, is awaiting the outcome of an
audit of the bank by Deloitte, EY and AFA, a Bulgarian auditor,
before making a decision, the FT notes.  The auditors are
unlikely to report their findings before October, the FT states.

Ivan Iskrov, Bulgaria's central bank governor, offered to resign
after his proposal for a rescue package for Corpbank that would
have averted a bail-in of large deposit holders was rejected by
the government, the FT relays.  The central bank's head of
supervision is under investigation by a public prosecutor, the FT
discloses.

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



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H U N G A R Y
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ERSTE BANK: Moody's Lowers Long-Term Deposit Ratings to 'B3'
------------------------------------------------------------
Moody's Investors Service has downgraded Erste Bank Hungary Rt's
(EBH) long-term local- and foreign-currency deposit ratings to B3
from B2 and maintained the negative outlook on the ratings. The
bank's Not Prime short-term local- and foreign-currency deposit
ratings were affirmed. EBH's standalone bank financial strength
rating (BFSR) has been affirmed at E, which is equivalent to a
baseline credit assessment (BCA) of caa2 (formerly equivalent of
caa1). The BFSR has a stable outlook.

The downgrade and ongoing negative outlook were prompted by (1)
the increased risk of losses stemming from the recently adopted
and planned laws in Hungary focusing on local banks' retail
loans; and (2) the ongoing negative pressure on the bank's
financial fundamentals. According to Moody's, EBH is more
affected by the recently adopted laws than many Hungarian banks
rated by Moody's, given its more limited profitability and higher
effect of the new laws on its capital, which means that the bank
has a limited cushion to absorb such costs.

Ratings Rationale

The Increased Risk of Losses Stemming From New Legislations

In July 2014, the Parliament of Hungary approved a law that aims
to clarify and expand on the June 2014 Hungarian Supreme Court
decision on the legitimacy of some key terms of foreign currency
retail loans. The bill extends its scope to all retail loans,
denominated both in local and foreign currency, and includes
claims by borrowers relating to any loans outstanding over the
past ten years. The law states that the exchange rates applied by
the banks for FX loans were void and requires them to use
retroactively the central bank's mid rate in all foreign exchange
calculations for retail loans. The law also requires that banks
demonstrate that they disclosed in the loan contracts their right
to unilaterally change interest rate charges and the associated
costs to the borrowers. In the event that they are unable to do
so, banks must compensate the retail borrowers. In such a
scenario, EBH estimates that its losses from compensation charges
for retail borrowers may amount to around HUF93 billion or about
50% of the bank's Tier 1 capital as of year-end 2013.
Consequently, these losses alone could reduce the bank's Tier 1
capital adequacy ratio to below 6% from 12.5% at year-end 2013,
leading to a need for additional capital.

In addition to the measures announced in July 2014, the Hungarian
government may introduce, in the fourth quarter of 2014 or first
quarter of 2015, new measures aimed at converting foreign-
currency retail loans into local currency, based on an exchange
rate benefiting the borrowers. Moody's estimates retail FX loans
at around 65% of the bank's total retail loans at year-end 2013.
Consequently, even a limited "haircut" to the conversion rate
could result in large losses for the bank. The approximate level
of such potential losses will likely become clearer later this
year when the supporting legislation is published.

Ongoing Negative Pressure on Financial Fundamentals

Policy unpredictability towards the banking system will likely
continue, constraining the bank's financial performance and
growth perspectives. Furthermore, Moody's expect Hungarian banks,
including EBH, to continue deleveraging over the next 12-18
months. Despite a decline in the volume of problem loans in 2013,
the share of such loans rose to 26.1% of gross loans at year-end
2013 from 24.5% at year-end 2012, as the bank's loan book
continued to contract. These trends will maintain pressure on the
bank's earnings-generating capacity, which is already evidenced
by the fact that it has been loss-making since 2010.

Parental Support and Deposit Ratings

The B3 deposit rating continues to reflect Moody's view of a
moderate likelihood that the bank would benefit from parental
support from Erste Group Bank AG (deposits Baa1 negative, BFSR
D+/negative, BCA baa3), which holds 100% of EBH's share capital.
Consequently, there is a two-notch uplift for EBH's long-term
deposit ratings from its caa2 BCA.

What Could Move the Ratings UP/DOWN

Given the negative outlook, there is limited upwards pressure on
EBH's ratings. A significant improvement in the operating
environment in Hungary, leading to enhanced earnings generating
capacity and stronger capitalization may help stabilize the
ratings' outlook.

Downward pressure on EBH's ratings could arise if a worse than
expected operating environment results in a more significant
deterioration in the bank's financial fundamentals than currently
envisaged. A reduction in the rating agency's parental support
assumptions due to (1) a downward movements of the standalone
rating of the parent; or (2) a change in the parent's strategy
towards Hungary, could adversely affect EBH's deposit ratings.


FHB MORTGAGE: Moody's Lowers Long-Term Deposit Ratings to 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded FHB Mortgage Bank Co.
Plc.'s (FHB MB) long-term local- and foreign-currency deposit
ratings to B3 from B2 and affirmed its Not Prime short-term
ratings. The outlook on the bank's deposit ratings remains
negative. Concurrently, FHB MB's standalone bank financial
strength rating (BFSR) was downgraded to E, equivalent to a
baseline credit assessment (BCA) of caa1, from E+ (formerly
equivalent of b3). The outlook on the BFSR is stable.

The downgrade and ongoing negative outlook were prompted by (1)
the increased risk of losses stemming from the recently adopted
and planned laws in Hungary focusing on local banks' retail
loans; and (2) the ongoing negative pressure on the bank's
financial fundamentals. According to Moody's, FHB MB is more
affected by the recently adopted laws than many Hungarian banks
rated by Moody's, given its more limited profitability and higher
effect of the new laws on its capital, which means that the bank
has a limited cushion to absorb such costs.

Ratings Rationale

The Increased Risk of Losses Stemming From New Legislations

In July 2014, the Parliament of Hungary approved a law that aims
to clarify and expand on the June 2014 Hungarian Supreme Court
decision on the legitimacy of some key terms of foreign currency
retail loans. The bill extends its scope to all retail loans,
denominated both in local and foreign currency, and includes
claims by borrowers relating to any loans outstanding over the
past ten years. The law states that the exchange rates applied by
the banks for FX loans were void and requires them to use
retroactively the central bank's mid rate in all foreign exchange
calculations for retail loans. The law also requires that banks
demonstrate that they disclosed in the loan contracts their right
to unilaterally change interest rate charges and the associated
costs to the borrowers. In the event that they are unable to do
so, banks must compensate the retail borrowers. In such a
scenario, FHB MB estimates that its losses from compensation
charges for retail borrowers may amount to around HUF18 billion
or about 30% of the bank's regulatory capital as of year-end
2013. Consequently, these losses alone could reduce the bank's
regulatory capital adequacy ratio to below 10% from 13.8% at
year-end 2013.

In addition to the measures announced in July 2014, Moody's
expect that the Hungarian government will introduce, in the
fourth quarter of 2014 or first quarter of 2015, new measures
aimed at converting foreign-currency retail loans into local
currency based on an exchange rate benefiting the borrowers.
Given that these loans constituted 57.2% of FHB MB' total retail
loans at year-end 2013, even a limited "haircut" to the
conversion rate could result in large losses for the bank. The
approximate level of such potential losses will likely become
clearer later this year when the related legislation is drafted.

Ongoing Negative Pressure on Financial Fundamentals

Policy unpredictability towards the banking system will likely
continue, constraining the bank's financial performance and
growth perspectives. Furthermore, Moody's expect Hungarian banks,
including FHB MB, to continue deleveraging over the next 12-18
months. These trends will maintain the pressures on the bank's
earnings-generating capacity and asset quality, which is already
indicated in the high level of non-performing loans (excluding
refinanced mortgages) at 20.4% at year-end 2013, up from 19.5% at
year-end 2012. However, Moody's acknowledges that the bank's
ongoing diversification strategy has produced some benefits in
terms of new business opportunities and deposit collection.

Systemic Support and Deposit Ratings

The B3 deposit rating continues to reflect Moody's view of a
moderate likelihood that the bank would benefit from systemic
support from the Hungarian authorities in the case of need given
(1) FHB MB's specialized role in mortgage lending and refinancing
in the Hungarian market; and (2) the historical evidence of
support that the bank received from the Hungarian government.
This provides one notch of rating uplift for the deposit ratings
for FHB MB from the caa1 standalone credit assessment.

Negative Outlook

The negative outlook on FHB's deposit ratings reflects (1) the
ongoing business and financial challenges faced by the bank; and
(2) the recent adoption of the Bank Recovery and Resolution
Directive (BRRD) and the Single Resolution Mechanism (SRM)
regulation in the EU. In particular, this reflects that, with the
legislation underlying the new resolution framework now in place
and the explicit inclusion of burden-sharing with unsecured
creditors as a means of reducing the public cost of bank
resolutions, the balance of risk for banks' senior unsecured
creditors has shifted to the downside. Although our support
assumptions are unchanged for now, the probability has risen that
they will be revised downwards to reflect the new framework. For
further details, please refer to Moody's Special Comment entitled
"Reassessing Systemic Support for EU Banks," published on 29 May
2014.

What Could Move the Ratings UP/DOWN

Given the negative outlook, there is limited upwards pressure on
FHB MB's ratings. A significant improvement in the operating
environment in Hungary, leading to enhanced earnings generating
capacity and stronger capitalization could help to stabilize the
ratings' outlook.

Downward pressure on FHB MB's ratings could arise if a worse than
expected operating environment results in a more significant
deterioration in the bank's financial fundamentals than currently
envisaged. A reduction in the rating agency's systemic support
assumptions as a result of further developments concerning the
bank resolution framework could negatively impact FHB MB's
deposit ratings.



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I R E L A N D
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IRISH BANK: Probe Into Ex-CEO's Finances Costs Nearly US$1MM
------------------------------------------------------------
Shane Phelan at Irish Independent reports that investigations
into the financial affairs of disgraced former Anglo Irish Bank
chief executive David Drumm have cost almost US$1 million
(EUR0.75 million).

Lawyers hired to probe the banker's cash have submitted legal
bills for over 1,500 man hours of work, which involved
disentangling a web of asset transfers, Irish Independent
relates.  Their work also included selling some of his property
assets and preparing for his bankruptcy trial, which was held
last May, Irish Independent discloses.

A decision is now awaited from a US judge on whether he can
emerge from bankruptcy debt free, Irish Independent notes.

Mr. Drumm moved to Massachusetts in 2009 following the collapse
of Anglo, now Irish Bank Resolution Corp., and filed for
bankruptcy the following year with debts of EUR10.5 million,
Irish Independent recounts.  Most of the money was owed to his
former employers, Irish Independent states.

He has refused to return to Ireland to be questioned as part of
investigations into alleged fraudulent activity at the bank,
Irish Independent relays.

                   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.


O'FLYNN CONSTRUCTION: Owner Can Repay EUR24.9MM in Personal Loans
-----------------------------------------------------------------
RTE News reports that developer Michael O'Flynn, who is taking
legal action against US group Blackstone to prevent an examiner
being appointed to some of his companies, says he is in a
position to repay personal loans of EUR24.9 million to
Blackstone.

In a statement on Aug. 12, Mr. O'Flynn said a subsidiary of
Blackstone had sought to appoint the receivers when it deemed he
was not in a position to repay his personal loans, RTE News
relates.

Mr. O'Flynn's total loans of approximately EUR1.1 billion were
purchased by Blackstone from the National Asset Management
Agency, RTE News discloses.

On Aug. 12, Mr. O'Flynn, as cited by RTE News, said he had
written to Blackstone to confirm that he has money to repay the
loans.

He was presented with a demand for repayment on July 29 last, RTE
News recounts.

Mr. O'Flynn's legal action against Blackstone was due to be back
before the High Court yesterday, Aug. 13, RTE News notes.

O'Flynn Construction is a property development and construction
company based in Cork.



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


BANCO ESPIRITO SANTO: Healthy Bank to Assume Angolan Unit's Loans
-----------------------------------------------------------------
Laura Noonan and Andrei Khalip at Reuters report that the Bank of
Portugal said on Tuesday the healthy bank carved out of
Portugal's heavily indebted Banco Espirito Santo will assume
BES's EUR3 billion credit line to a troubled Angolan subsidiary
but take provisions for losing the entire amount.

Novo Banco was created to take on the healthier assets of one of
Portugal's largest banks, leaving behind the original bank's
shareholders, junior creditors and loans linked to companies of
the Espirito Santo founding family which are under investigation
for financial irregularities, Reuters discloses.

According to Reuters, in a statement to Reuters, Bank of Portugal
said Novo Banco would take on the interbank loans granted to
BES's troubled Angolan subsidiary but that the credit line had
been "fully provisioned".

BES' junior creditors -- who are owed about EUR1.5 billion --
were hoping that the Angolan loans would not be moved to Novo
Banco, since if they stayed with the bad bank then creditors
would have a greater chance of being repaid if some funds are
eventually recovered from Angola, Reuters notes.

The Angolan subsidiary is burdened with bad debt after expanding
its loan book rapidly then bumping into economic conditions that
hurt its customers, Reuters says.  Angola's government initially
guaranteed 70 percent of its debt but revoked that promise last
week, Reuters relays.  Now the National Bank of Angola has
appointed provisional administrators to oversee "extraordinary
overhaul measures" at the unit, which is 56%-owned by BES,
Reuters relates.

According to Reuters, some BES creditors say they would have
fared better if the bank had been liquidated, and the New York
Times reported on Aug. 8 that several of them are considering
legal action against the structure of the rescue.

Banco Espirito Santo is a private Portuguese bank based in
Lisbon.  It is 20% owned by Espirito Santo Financial Group.

Banco Espirito Santo has been split into "good" and "bad" banks
as part of a EUR4.9 billion rescue of the distressed Portuguese
lender that protects taxpayers and senior creditors but leaves
shareholders and junior bondholders holding only toxic assets.  A
total of EUR4.9 billion in fresh capital is being injected into
this "good bank", which will subsequently be offered for sale.
It has been renamed "Novo Banco", meaning new bank, and will
include all BES's branches, workers, deposits and healthy credit
portfolios.


NOVO BANCO: Moody's Assigns 'E' Bank Financial Strength Rating
--------------------------------------------------------------
Moody's Investors Service has assigned debt, deposit ratings and
a standalone bank financial strength rating (BFSR) to the newly
established Portuguese entity Novo Banco, S.A., in response to
the transfer of the majority of assets, liabilities and off-
balance sheet items from Banco Espirito Santo, S.A. (BES),
together with the banking activities of this bank. The following
ratings have been assigned: (1) long- and short-term deposit
ratings of B2/Not-Prime; (2) a standalone BFSR of E (equivalent
to a ca baseline credit assessment [BCA]).

Additionally, Moody's rates the debt issues which have been
transferred from BES and assumed by Novo Banco as follows: (1)
the long-term and short-term senior unsecured debt at B3/Not-
Prime, and (2) the government guaranteed debt at Ba1. The bank's
long-term senior debt and deposit ratings are on review for
downgrade, while the BFSR is on review for upgrade. The outlook
on the government guaranteed debt is stable.

At the same time, Moody's has taken the following rating actions
on BES: (i) the B2/Not-Prime deposit ratings were withdrawn, and
(ii) the E BFSR (equivalent to a ca BCA) and the C subordinated
debt ratings were affirmed.

Ratings Rationale

Assignment of Ratings to Novo Banco

The E standalone BFSR(equivalent to a ca BCA) assigned to Novo
Banco reflects the fact that this bank is the successor to BES
which -- as a result of significant losses and governance
issues -- had failed to meet regulatory capital requirements and
consequently got intervened by the Portuguese regulator. Such a
scenario is consistent with the BFSR/BCA of E/ca, a positioning
which also reflects a higher than normal degree of uncertainty
associated with our assessment of the financial strength of this
new bank. Nevertheless, Moody's acknowledges that upward rating
pressure exists on Novo Banco's BFSR, given that it has new
shareholders and new management, and that the most problematic
assets which caused the resolution of BES have not been
transferred to Novo Banco. Further, Novo Banco received a capital
injection from the Portuguese Resolution Fund -- which results in
a CET 1 ratio of 8.5% - and will have a high level of loan loss
reserves following large provisions constituted by BES in H1
2014. Moody's expects to conclude the review for upgrade of Novo
Banco's BFSR in the coming weeks, as Moody's anticipate greater
visibility around the bank's credit and business profile,
including more detail and clarity on key financial metrics.

The B3/Not-Prime senior debt and B2/Not-Prime deposit ratings
assigned to Novo Banco, which are four and five notches,
respectively, above the BCA, reflect the fact that the holders of
these instruments have been protected by the Portuguese
authorities from the resolution of BES. The review for downgrade
of the senior debt and deposit ratings will focus on (1) the
standalone credit profile of Novo Banco, given the review for
upgrade of the bank's BFSR, and (2) an assessment of the
likelihood of systemic support going forward, and particularly
whether the potential for support would be lower in the future if
there were a subsequent event requiring government intervention.
The one notch differential between Novo Banco's deposit and debt
ratings reflects the rating agency's assessment of higher risk
for senior debt holders versus the bank's depositors.

Bes' Ratings

Moody's has affirmed BES's standalone E BFSR (equivalent to a ca
BCA), which indicates that this bank has needed external support
in order to avoid default, and it also reflects that all the
performing assets and senior liabilities have been transferred to
Novo Banco. Likewise, Moody's has affirmed the senior
subordinated debt rating at C and the junior subordinated debt at
(P)C(hyb). These junior debt instruments, which have not been
transferred to Novo Banco, are backed by the problematic assets
of uncertain value which remain at BES. The risk associated with
these junior debt instruments is reflected in the C rating, which
is consistent with a loss severity above 65%.

Ratings of Backed Subsidiaries

The ratings of the debt issued by Banco Espirito Santo N.A.
capital LLC, BES Finance Ltd. and Espirito Santo Investment plc,
which benefit from the guarantee of BES, are not affected by the
rating action. Moody's will assess the ratings of these
subsidiaries once it attains greater visibility on how these
entities are affected by the resolution of BES, primarily on
whether Novo Banco subrogates in the guarantee extended by BES,
or whether these subsidiaries remain under the scope of BES.

What Could Change The Rating Up/Down

The BFSR of Novo Banco could be upgraded if Moody's determines
that the bank has been fully and effectively protected from
problematic exposures and contingent liabilities related to BES'
failure. Moody's nevertheless acknowledges that certain factors
limit the potential for upgrade of the BFSR, namely (1) any
evidence that Novo Banco's franchise is adversely affected as a
consequence of the failure of BES; (2) the changes that Novo
Banco needs to implement in BES's business model, which was
underpinned by strong links to the Espirito Santo family; (3)
further risks that materialize following Bank of Portugal's
forthcoming special audit of the assets, liabilities and off-
balance sheet items transferred to Novo Banco; and (4) litigation
risk arising from, for example, the sale of affiliate debt to BES
retail and institutional customers.

Novo Banco's long-term senior debt and deposit ratings of Novo
Banco could be downgraded if Moody's were to assess a lower
probability of systemic support in the case that a new government
intervention is needed, and this downside risk is not fully
offset by the potential improvement in Novo Banco's BFSR.

Moody's could upgrade the rating of BES's junior debt instruments
as a consequence of a recovery from the assets remaining with BES
which warrants a loss severity for these instruments below 65%.

Assignments:

Issuer: Novo Banco, S.A.

Adjusted Baseline Credit Assessment, Assigned ca

Baseline Credit Assessment, Assigned ca

Bank Financial Strength Rating, Assigned E; Placed Under Review
for Upgrade

Senior Unsecured Deposit Rating, NP

Senior Unsecured Deposit Rating, B2; Under Review for Downgrade

Senior Unsecured Regular Bond/Debenture, B3; Under Review for
Downgrade

Backed Senior Unsecured Regular Bond/Debenture, Ba1 stable

Issuer: Novo Banco S.A., London Branch

Senior Unsecured Deposit Rating, Assigned NP

Senior Unsecured Deposit Rating, Assigned B2; Placed Under
Review for Downgrade

Senior Unsecured Regular Bond/Debenture, B3; Under Review for
Downgrade

Issuer: Novo Banco S.A., Luxembourg Branch

Senior Unsecured Deposit Rating, Assigned NP

Senior Unsecured Deposit Rating, Assigned B2; Placed Under
Review for Downgrade

Senior Unsecured Regular Bond/Debenture,B3; Under Review for
Downgrade

Issuer: Novo Banco, S.A., Cayman Branch

Senior Unsecured Deposit Rating, Assigned NP

Senior Unsecured Deposit Rating, Assigned B2; Placed Under
Review for Downgrade

Issuer: Novo Banco, S.A., Madeira Branch

Senior Unsecured Deposit Rating, Assigned NP

Senior Unsecured Deposit Rating, Assigned B2; Placed Under
Review for Downgrade

Outlook Actions:

Issuer: Banco Espirito Santo, S.A.

Outlook, Changed To Stable From Rating Under Review

Issuer: Novo Banco, S.A.

Outlook, Assigned Rating Under Review

Issuer: Novo Banco S.A., London Branch

  Outlook, Assigned Rating Under Review

Issuer: Novo Banco S.A., London Branch

Outlook, Assigned Rating Under Review

Issuer: Novo Banco S.A., Luxembourg Branch

Outlook, Assigned Rating Under Review

Issuer: Novo Banco, S.A., Cayman Branch

Outlook, Assigned Rating Under Review

Issuer: Novo Banco, S.A., Madeira Branch

Outlook, Assigned Rating Under Review

Affirmations:

Issuer: Banco Espirito Santo, S.A.

Adjusted Baseline Credit Assessment, maintained at ca

Baseline Credit Assessment, maintained at ca

Bank Financial Strength Rating, Affirmed E stable

Junior Subordinated Regular Bond/Debenture, Affirmed (P)C(hyb)

Subordinate Regular Bond/Debenture, Affirmed C



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R U S S I A
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BANK OF KHANTY-MANSIYSK: Mood's Rates US$200MM Notes 'B2(hyb)'
--------------------------------------------------------------
Moody's Investors Service has assigned a B2(hyb) rating to non-
viability subordinated debt of Bank of Khanty-Mansiysk, JSC
issued in the form of US$200 million 9.15% loan participation
notes due 2023 that are subject to contractual loss absorption
upon the breach of a predefined trigger and/or the start of the
bank's financial rehabilitation. These notes are Basel-III-
compliant debt instruments, which qualify as regulatory Tier 2
capital. The notes were issued by BKM Finance Limited (a special
purpose vehicle) on a limited recourse basis for the sole purpose
of financing a subordinated loan to Bank of Khanty-Mansiysk (the
ultimate borrower).

Ratings Rationale

In line with Moody's "Global Banks" rating methodology, the
assigned B2 (hyb) rating is positioned two notches below the ba3
adjusted baseline credit assessment (adjusted BCA) of Bank of
Khanty-Mansiysk. This approach is in line with Moody's notching
guidance for subordinated debt with loss triggered at the point
of non-viability such as when the bank is subject to financial
rehabilitation and/or upon the breach of capital triggers set at
or close to the point of non-viability, both on a contractual
basis.

Under the terms of the subordinated notes, their principal will
be written down (partially or in full) in the event that Bank of
Khanty-Mansiysk's core Tier 1 ratio falls below 2%, or if the
Central Bank of Russia together with the Deposit Insurance Agency
implements bankruptcy prevention procedures. In case of a write-
down event, the accrued interest on the notes is cancelled
(partially or in full, depending on the write-down of the
principal).



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U K R A I N E
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ALFA-BANK UKRAINE: S&P Affirms 'CCC/C' Counterparty Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC/C' long- and
short-term counterparty credit ratings on Ukrainian banks Alfa-
Bank Ukraine, PJSC KREDOBANK, and PrivatBank. At the same time,
S&P revised its outlooks on the three banks to stable from
negative, in line with its similar action on Ukraine. S&P also
raised the Ukraine national scale ratings on Alfa-Bank Ukraine
and KredoBank to 'uaCCC+' from 'uaCCC'.

S&P will publish individual research updates on the entities
listed above to provide more detail on the rationale behind each
rating action.

The rating actions incorporate S&P's view of the toughening
conditions in Ukraine's banking sector, bank-specific
developments, and our revision of the outlook on Ukraine to
stable from negative.

S&P now sees increased risks on Ukrainian banks' funding and
liquidity, capitalization, and asset quality.  This has prompted
S&P to revise its assessments of the stand-alone credit profiles
(SACPs) downward on the three banks as follows:

   -- To 'b-' from 'b' on Privatbank,
   -- To 'ccc-' from 'ccc' on Alfa-Bank Ukraine, and
   -- To 'ccc-' from 'ccc' on KredoBank.

The rating affirmation on PrivatBank reflects the bank's superior
business and financial profile in its domestic market.  Its SACP
is at the same level as S&P's local currency long-term rating on
Ukraine.  However, S&P caps the long-term rating on PrivatBank at
the level of S&P's foreign currency rating on Ukraine.

S&P's rating affirmations on KredoBank and Alfa-Bank Ukraine
reflect the ongoing and extraordinary support they continue to
receive from high-rated parents.  This support softens the
negative trends in their financial profiles.

S&P's 'CCC' ratings on PrivatBank, KredoBank, and Alfa-Bank
Ukraine continue to reflect S&P's view that the country's
economic prospects remain weak, despite the International
Monetary Fund (IMF) program, and that operating conditions for
the banks remain extremely risky.

In S&P's view, Ukrainian banks' funding profiles have weakened
considerably over the past 12 months, and this trend will
continue in 2014.  The banking system continues to face liquidity
pressure due to significant deposit outflows following the
Ukrainian hryvnia's devaluation in recent months and
deterioration in the cash positions of households and corporates.
Retail deposit outflows exceeded 20% at midyear 2014, based on
the National Bank of Ukraine's reports.

The National Bank of Ukraine, the country's central bank, has
introduced a few restrictions on deposit withdrawals, especially
in foreign currency, and has recently provided liquidity to all
banks in need on an equal basis.  Despite these steps, a number
of Ukrainian banks are undergoing liquidation and have gone into
temporary administration in the past few months.

Ukraine's attractiveness for West European and Russian financial
institutions has sharply diminished over the past few years, with
various foreign players pulling out of Ukraine.  In addition, a
few remaining Western European and Russian banks have reduced
funding to their Ukrainian subsidiaries.  In S&P's view, future
support to these subsidiaries remains possible, but not certain.
Still, S&P thinks that Western European and Russian financial
institutions would generally avoid the default of their Ukrainian
affiliates because a default could be more costly to them than
providing support.  S&P believes the political tensions between
Russia and Ukraine will continue to fuel deposit instability and
force banks to increase their reliance on funding from the
National Bank of Ukraine, notably in local currency.

S&P anticipates a 7% contraction in Ukraine's GDP in 2014 and
zero growth in 2015.  These feeble economic prospects are
weighing on companies and households' balance sheets.  S&P thinks
problem loans and credit losses will rise substantially in 2014-
2015, exacerbated by the hryvnia devaluation and large lending in
foreign currency, and further hamper the already weakly
capitalized banking sector.

The $17 billion, two-year IMF program that Ukraine adopted in
April 2014 has helped stabilize the deteriorating macroeconomic
conditions in Ukraine.  However, S&P sees significant risks to
full disbursement of funds under the program.  These risks
include the impact of the conflict in Eastern Ukraine on the
country's territorial integrity and available resources, the
difficult and unpredictable relationship with Russia, and the
deepening recession.

The IMF program includes independent asset quality reviews of
Ukraine's 35 largest banks.  S&P thinks that government
participation in the banking sector's recapitalization may have
to be more substantial than the planned 1% of GDP if private
shareholders do not invest the amounts expected following the
reviews.  Ukraine's banking sector will likely post further
losses in 2014.  In addition, S&P considers that Ukrainian banks
have a long road ahead before returning to profitable levels and
restoring their financial profiles.

S&P views the sovereign's creditworthiness as a key risk factor
for Ukrainian banks because of their high operational, funding,
and asset exposure to the Ukrainian economy.  In S&P's view,
receding sovereign risk could help the banks stabilize their
financial profiles.

The stable outlooks on PrivatBank, KredoBank, and Alfa-Bank
Ukraine mirror that on the sovereign, based on S&P's view that
Ukraine sovereign risks strongly influence the banks'
creditworthiness.

BICRA SCORE SNAPSHOT*
Ukraine
                             To                    From
BICRA Group                  10                    10

Economic risk                10                    10
Economic resilience          Very high risk        Very high risk
Economic imbalances          Very high risk        Very high risk
Credit risk in the economy   Extremely high risk   Extremely high
risk
Economic risk trend          Stable                Stable

Industry risk                10                    8
Institutional framework      Very high risk        Very high risk
Competitive dynamics         Very high risk        Very high risk
Systemwide funding           Extremely high risk   High risk
Industry risk trend          Stable                Negative

*Banking Industry Country Risk Assessment (BICRA) economic risk
and industry risk scores are on a scale from 1 (lowest risk) to
10 (highest risk).


UKRAINE: May Need More IMF Aid After Currency Slides
----------------------------------------------------
Jason Karaian at Quartz reports that as the Ukrainian economy
goes from bad to worse, the collapse of its currency is a major
headache for its economic officials.

According to Quartz, the currency slide is fueling inflation and
making foreign debt burdens heavier, which means that Ukraine
might need to ask for more money from the International Monetary
Fund.

Ukraine's central bank has been dipping into its reserves to prop
up the hryvnia in recent days, Quartz discloses.  The thing is,
Ukraine's coffers are running dangerously low, Quartz states.

A US$1.9-billion injection from the IMF and World Bank this month
will go out the door, and then some, next month when Ukraine
needs to repay more than US$2 billion in foreign-currency debts
that come due, Quartz notes.  Fearing further depreciation amid
the worsening unrest, locals have recently stepped up trading in
their hryvnia for dollars and other safe-haven currencies,
depleting reserves even further, Quartz relays.

According to Quartz, Central Bank Governor Valeria Gontareva has
hinted at vague "administrative restrictions" on foreign exchange
trading if the hryvnia rout continues, and may be forced to hike
interest rates.

But until the turmoil in the east subsides -- which seems
unlikely any time soon -- the economy will remain almost totally
reliant on foreign financial aid, Quartz states.  Ukraine, Quartz
says, is set to be the worst-performing economy in the world this
year, and no other country even comes close.

Ukraine's military is engaged in fierce fighting in the east of
the country, relates.



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


AVINCIS MISSION: S&P Keeps 'B' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it kept on
CreditWatch with positive implications its 'B' long-term rating
on U.K.-based helicopter services provider Avincis Mission
Critical Services Holdings S.L.U. and its subsidiary Bond Mission
Critical Services PLC (together, Avincis).  S&P placed the
ratings on CreditWatch on April 4, 2014.  S&P subsequently
withdrew the ratings at the issuer's request.

At the same time, S&P withdrew its 'B+' issue rating on the
revolving credit facility issued by Avincis Mission Critical
Services, S&P's 'B-' issue ratings on the EUR470 million notes
issued by special-purpose vehicle Inaer Aviation Finance and on
the EUR470 million back-to-back credit facility issued by Avincis
Mission Critical Services, and the 'B-' issue rating on the
GBP260 million senior secured floating notes issued by Bond
Mission Critical Services.

U.K.-based engineering support services group Babcock
International Group PLC acquired all of Avincis' shares through a
fully underwritten rights issue in May 2014, and subsequently
repaid all of the acquired group's outstanding corporate debt
facilities over the course of the last three months.  The
CreditWatch positive placement reflected S&P's expectation that
the acquisition would improve Avincis' financial risk profile,
and that S&P would assess Avincis to be at least a "moderately
strategic" subsidiary of the Babcock group -- whose credit
quality S&P considers to be stronger than that of Avincis --
under its group rating methodology.

At the time of the withdrawal, S&P viewed Avincis' business risk
profile as "fair."  S&P based this assessment on its view of its
leading position in the mission-critical helicopter services
market, its geographic diversity in Western and Northern Europe
and Australia, and its stable revenue stream from multiyear
contracts with national, regional, and local government entities.


CO-OPERATIVE GROUP: S&P Raises CCR to 'BB-'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
long-term corporate credit rating on U.K.-based retailer the
Co-operative Group Ltd. (the Co-op Group) to 'BB-' from 'B+'.
The outlook is stable.

In addition, S&P raised the long-term issue ratings on the
group's senior unsecured debt to 'BB-' from 'B+'.  The recovery
rating on this debt is unchanged at '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

S&P also raised the long-term issue ratings on the subordinated
notes due 2025 issued by the Co-op Group to 'B' from 'B-'.  The
recovery rating on the notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

The upgrade reflects S&P's view that, following the disposal of
its pharmacy and farms businesses, the Co-op Group will
meaningfully reduce its debt.

The group has announced an agreement to sell its pharmacy
business to Bestway Group for GBP620 million, which is due to
complete in October 2014.  The Co-op Group has also sold its
farms business to health charity the Wellcome Trust for GBP249
million.  The group's management intends to use the proceeds to
reduce debt and invest in the core food retail business.  Part of
the net proceeds may go toward a capital contribution to the
Co-operative Bank by the end of 2014 if the deferred proceeds
from the sale of the life and savings insurance business do not
materialize in time.

"Therefore, we have revised our assessment of the group's
financial policy to "neutral" from "negative."  This has led us
to raise the rating on the Co-op Group by one notch. Our improved
financial policy assessment is supported by the fall in the Co-op
Group's stake in the Co-operative Bank to 20% from 30% earlier
this year, after the bank sold new shares to raise capital.  In
our view, this reduces the likelihood that the group will provide
further support to the bank," S&P said.

S&P continues to assess the Co-op Group's business risk profile
as "satisfactory" and its financial risk profile as "aggressive,"
as S&P's criteria define the terms.  S&P combines these
assessments to derive an anchor of 'bb'.  The 'BB-' rating is one
notch below the anchor due to S&P's assessment of management and
governance as "weak."

The group's board and new management have committed to extensive
governance reforms and have initiated several steps in this
direction.  The group has recently announced detailed proposals
based on certain key principles of reform, agreed unanimously by
the members.  In S&P's opinion, however, the reforms will take
some time to fully implement and embed in the group's
organizational and supervisory framework.  S&P therefore
continues to assess the group's management and governance as
"weak."

S&P's assessment of the Co-op Group's "aggressive" financial risk
profile takes into account its sizable debt, including operating
lease commitments.  Although the planned debt reduction will
improve the Co-op's capital structure, management's decision to
invest substantially in the core food business will hamper free
cash flow generation, which S&P expects will be negative for this
financial year, which ends Jan. 2015.  S&P's assessment is also
constrained by the group's inability to raise public equity due
to its status as a co-operative organization.

S&P continues to assess the Co-op Group's business risk profile
as "satisfactory," based on its position as the U.K.'s largest
consumer co-operative and fifth-largest food retailer.  The
group's food business has a well-recognized brand and large store
network, comprising local, convenience, and midsize stores.  S&P
also considers that management's focus on expanding the group's
convenience stores and reducing the number of large format stores
will, to some extent, improve the resilience of the food business
in the highly competitive environment.

S&P has revised its GDP projection for the U.K. upward as the
economy gathers momentum more quickly than S&P previously
anticipated.  S&P now projects 2.7% GDP growth this year (2.3% in
our December forecast) and 2.4% in 2015 (2.0% in S&P's Dec.
forecast).  So far, consumer demand, up by 2.4% last year, is
essentially driving this revival.  Although S&P anticipates that
many U.K. retailers with a strong market presence and brands
could benefit from the positive consumer sentiment, competition
will remain intense in the U.K. grocery retail sector and S&P
believes promotional activity will continue to be an enduring
feature of the market.

S&P's base case assumes:

   -- Neutral to slightly positive like-for-like sales growth in
      the U.K.

   -- Revenue to contract by about 3% in financial year 2015
      after incorporating the disposal of the larger food stores
      and the pharmacy and farms businesses.

   -- A decline in the gross margin by around 20 basis points due
      to intensifying competition, resulting in a Standard &
      Poor's-adjusted EBITDA margin of about 5.5%-6.0% in
      financial years 2015 and 2016.  This is at the low end of
      the peer average of 5%-10%.

   -- Up to GBP450 million of capital expenditure (capex) in
      financial year 2015, GBP210 million of which will be
      financed by the net disposal proceeds of the pharmacy and
      farms businesses.

   -- Full repayment of the unsecured bank loans by the end of
      2014.

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

   -- Adjusted debt to EBITDA of 3.8x-4.0x.
   -- Adjusted debt to funds from operations (FFO) of around
      15.0%-18.0%.
   -- Negative free operating cash flow (FOCF) in financial year
      2015 due to significantly higher capex, turning positive
      thereafter as capex moderates.

The stable outlook reflects S&P's view that the Co-op Group will
execute the disposal transactions and meaningfully reduce debt,
in addition to investing in its core food retail business.  S&P
anticipates that, despite highly competitive trading conditions
in the U.K. food retail sector, the group will be able to
maintain its market share and begin to progressively generate
modest free cash flows from 2015.

Following the debt reduction and the peak capital investment in
2014, S&P anticipates that the group's adjusted debt to EBITDA
will fall below 4x.  Although S&P expects that this ratio and
adjusted cash flow from operations to debt will improve to the
"significant" financial risk profile category, S&P forecasts that
the FFO-to-debt ratio and the remaining supplementary payback
ratios will likely still remain in the "aggressive" category.

S&P could consider raising its ratings if the Co-op Group further
improves its free cash flow generation and credit metrics,
particularly the FFO-to-debt ratio, to levels commensurate with a
"significant" financial risk profile.  This could happen if S&P
sees capex moderation and further debt reduction, accompanied by
meaningful improvement in trading performance such that adjusted
FFO to debt improves toward 20% and adjusted FOCF to debt
approaches 10%.

S&P could also consider raising its ratings if the Co-op Group is
able to successfully implement its governance reforms and
demonstrate an effective governance framework, leading S&P to
revise upward its management and government assessment.

S&P could consider lowering the ratings if trading performance
deteriorates significantly or if the planned debt reduction does
not materialize, such that adjusted debt to EBITDA increases to
5x and adjusted FFO to debt falls toward 12%.

S&P could also lower the ratings if the governance reforms are
not effectively implemented and S&P sees evidence of governance
weakness impairing the group's operating performance or financial
policies.  If the Co-operative Bank poses renewed risks and
uncertainties to the group, S&P could also consider a downgrade,
although it considers this scenario to be less likely following
the reduction in the group's shareholding in the bank.


ICELAND ACQUICO: S&P Withdraws 'B+' CCR After Bank Debt Repayment
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Iceland Acquico Ltd.

S&P subsequently withdrew its corporate credit rating and the
issue and recovery ratings on Iceland Acquico's bank debt, which
has been fully repaid.

Before the rating withdrawal, S&P revised the outlook on Iceland
Acquico to positive from stable, in line with that on Iceland
Topco Ltd. (Iceland Foods).

U.K.-based food retailer, Iceland Topco Ltd., which specializes
in frozen foods, has refinanced its existing capital structure.
Iceland Acquico is part of the Iceland Foods group.

Iceland Foods' group company Stretford 79 PLC has issued GBP950
million of senior secured notes and another group company Iceland
VLNco Ltd. has acquired a revolving credit facility of GBP30
million.

Following the completion of the refinancing, all the bank debt
situated at Iceland Acquico Ltd. has been fully repaid.


SOUTHERN PACIFIC 04-1: Moody's Raises Rating on E Notes to 'Ca'
---------------------------------------------------------------
Moody's Investors Service upgraded 2 notes issued by Eurosail
2006-1 plc ("ESAIL 6-1"), 2 notes issued by Southern Pacific
Securities 04-1 plc ("SPS 4-1"), 4 notes issued by Southern
Pacific Securities 05-1 plc ("SPS 5-1"), and 5 notes issued by
Southern Pacific Securities 06-1 plc ("SPS 6-1"). At the same
time, Moody's affirms the ratings on all other notes.

On April 16, 2014, Moody's placed on review for upgrade the
rating of the class B1 in ESAIL 6-1 due to an increase in credit
enhancement. The notes M and B in SPS 4-1, the notes C1c and D1c
in SPS 5-1 and the class C1 in SPS 6-1 were placed on watch for
upgrade due to an increase in available credit enhancement and an
improvement in the collateral performance. The rating actions
conclude these reviews.

Ratings Rationale

The upgrades reflect increase in available credit enhancement in
all four affected transactions and better than expected
collateral performance in the three Southern Pacific
transactions.

Increase Credit Enhancement

Since the rating actions in 2009 and 2010, the four affected
transactions have deleveraged significantly. The pool factors for
ESAIL 6-1, SPS 4-1, SPS 5-1 and SPS 6-1 are 24.2%, 4.4%, 8.6% and
18.5% respectively. The deleveraging results in an increased
Credit Enhancement available. Additionally, the four transactions
have non-amortizing reserve funds which represent 2.1%, 34.2%,
5.8% and 2.7% of the notes balance of ESAIL 6-1, SPS 4-1, SPS 5-1
and SPS 6-1 respectively.

Collateral Performance

During this review, Moody's conducted detailed loan-by-loan
performance analysis. The balance of the outstanding 90+ days
delinquent loans in the collateral pools have leveled off. The
realized loss level has also stabilized since 2010 and the
improving housing market decreases Loan to Value ratios and
reduces potential loss severities.

The collateral performance in the three Southern Pacific
transactions has been better than expected. Moody's has reduced
the lifetime expected loss assumption for SPS 4-1 to 1.3% from
1.4%, for SPS 5-1 to 3.7% from 4.5% and for SPS 6-1 to 5.75% from
6.50% over original pool balance. The realized cumulative losses
over original pool balance since close for SPS 4-1, SPS 5-1 and
SPS 6-1 are equal to 0.97%, 2.75% and 3.64% respectively.

Moody's has also decreased the MILAN CE assumption for SPS 4-1 to
27% from 30%, for SPS 5-1 to 35% from 39% and for SPS 6-1 to 34%
from 36%.

The expected loss and the MILAN CE are the two key parameters
used by Moody's to calibrate the loss distribution curve, which
is one of the inputs into the RMBS cash-flow model.

Payment Disruption Risk

The ratings in the four affected transactions are capped at Aa1
(sf) due to payment disruption risk. Despite the presence of
back-up servicer and cash manager in the structure, the back-up
arrangements are not sufficiently warm to avoid payment
disruption in case of cash manager default. Acenden Limited (NR)
is the Servicer and Cash Manager of these three transactions.
Homeloan Management Limited (NR) acts as the back-up servicer.
Due to this Aa1 (sf) cap, the rating of the senior notes in ESAIL
6-1and SPS 4-1 were not upgraded but affirmed in this level.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2014.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) a better than expected performance of the
underlying collateral, and (2) further deleveraging of the
capital structure and (3) improvement in the credit quality of
the key transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) a worse than expected performance of the
underlying collateral (2) deterioration in the notes' available
credit enhancement and (3) deterioration in the credit quality of
the key transaction counterparties.

List of Affected Ratings

Issuer: Eurosail 2006-1 plc

  GBP321.2M A2c Notes, Affirmed Aa1 (sf); previously on Sep 17,
  2009 Downgraded to Aa1 (sf)

  EUR20.7M B1a Notes, Upgraded to Aa2 (sf); previously on Apr 16,
  2014 A1 (sf) Placed Under Review for Possible Upgrade

  GBP17.5M B1c Notes, Upgraded to Aa2 (sf); previously on Apr 16,
  2014 A1 (sf) Placed Under Review for Possible Upgrade

  EUR13.6M C1a Notes, Affirmed Ba2 (sf); previously on Sep 17,
  2009 Downgraded to Ba2 (sf)

  GBP16.5M C1c Notes, Affirmed Ba2 (sf); previously on Sep 17,
  2009 Downgraded to Ba2 (sf)

  EUR26.4M D1a Notes, Affirmed Caa3 (sf); previously on Sep 17,
  2009 Downgraded to Caa3 (sf)

  GBP3M D1c Notes, Affirmed Caa3 (sf); previously on Sep 17, 2009
  Downgraded to Caa3 (sf)

  GBP4.778M E Notes, Affirmed Ca (sf); previously on Sep 17, 2009
  Downgraded to Ca (sf)

Issuer: Southern Pacific Securities 04-1 plc

  GBP177.7M A2 Notes, Affirmed Aa1 (sf); previously on Mar 10,
  2009 Upgraded to Aa1 (sf)

  GBP6M B Notes, Upgraded to A1 (sf); previously on Apr 16, 2014
  Ba1 (sf) Placed Under Review for Possible Upgrade

  GBP31.5M M Notes, Upgraded to Aa1 (sf); previously on Apr 16,
  2014 A1 (sf) Placed Under Review for Possible Upgrade

Issuer: Southern Pacific Securities 05-1 plc

  GBP45.5M B1c Notes, Upgraded to Aa1 (sf); previously on Dec 10,
  2009 Confirmed at Aa2 (sf)

  GBP26.25M C1c Notes, Upgraded to Aa1 (sf); previously on April
  16, 2014 A2 (sf) Placed Under Review for Possible Upgrade

  GBP22.75M D1c Notes, Upgraded to B3 (sf); previously on Apr 16,
  2014 Caa2 (sf) Placed Under Review for Possible Upgrade

  GBP3.5M E Notes, Upgraded to Ca (sf); previously on Dec 10,
  2009 Downgraded to C (sf)

Issuer: Southern Pacific Securities 06-1 plc

  EUR108.7M A2a Notes, Upgraded to Aa1 (sf); previously on Mar
  30, 2010 Downgraded to Aa2 (sf)

  GBP100M A2c Notes, Upgraded to Aa1 (sf); previously on Mar 30,
  2010 Downgraded to Aa2 (sf)

  GBP24.59M B1c Notes, Upgraded to Aa1 (sf); previously on Mar
  30, 2010 Confirmed at Aa3 (sf)

  EUR16.15M C1a Notes, Upgraded to Baa2 (sf); previously on Apr
  16, 2014 Ba1 (sf) Placed Under Review for Possible Upgrade

  GBP3.15M C1c Notes, Upgraded to Baa2 (sf); previously on Apr
  16, 2014 Ba1 (sf) Placed Under Review for Possible Upgrade

  EUR3M D1a Notes, Affirmed Caa1 (sf); previously on Mar 30, 2010
  Downgraded to Caa1 (sf)

  GBP6.95M D1c Notes, Affirmed Caa1 (sf); previously on Mar 30,
  2010 Downgraded to Caa1 (sf)


                            *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
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historical cost net of depreciation may understate the true value
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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-
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
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Editors.

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

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                 * * * End of Transmission * * *