TCREUR_Public/140917.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

         Wednesday, September 17, 2014, Vol. 15, No. 184

                            Headlines

A U S T R I A

FORNAX PLC: Fitch Lowers Rating on Class G Notes to 'Dsf'


C Y P R U S

* CYPRUS: President Calls for Assistance on Insolvency Bill Draft


F R A N C E

ELIOR SA: Moody's Raises CFR to 'Ba3'; Outlook Stable
THOM EUROPE: Moody's Assigns 'B2' CFR; Outlook Stable


G E R M A N Y

QUIRINUS PLC: Fitch Affirms 'Dsf' Rating on Class F Notes
TUI AG: Moody's Puts B2 Corp. Family Rating on Review for Upgrade
TUI AG: S&P Revises CCR to 'B+' on Improving Financial Risk


I R E L A N D

ALPSTAR CLO 2: Moody's Hikes Rating on Class Q Notes to 'Ba1'


N E T H E R L A N D S

AVG TECHNOLOGIES: S&P Affirms 'BB' Corp. Credit Rating
NEPTUNO CLO II: Moody's Affirms 'Caa2' Rating on Class E Notes
PANTHER CDO V: Fitch Affirms 'CCsf' Ratings on 2 Note Classes


N O R W A Y

NORSKE SKOGINDUSTRIER: S&P Cuts Ratings on Sr. Bonds to 'CCC'


P O L A N D

BANK MILLENNIUM: S&P Affirms 'BBpi' Unsolicited pi Rating


P O R T U G A L

BANCO ESPIRITO: Eduardo Stock da Cunha Named New Novo Banco Chief


R U S S I A

BANK24.RU: Central Bank Revokes License Over Dubious Operations
INTRASTBANK: Central Bank Revokes License Over Debt Default
PETROPAVLOVSK PLC: Mulls Right Issue as Part of Debt Refinancing
TRASTOVYI REPUBLICANSKII: Central Bank Revokes License


S P A I N

TELEFONICA PARTICIPACIONES: S&P Rates EUR1.5BB 3-Yr. Notes 'BB+'


U N I T E D   K I N G D O M

BDI GROUP: Select Security Buys Group Out of Administration
BESTWAY UK: Moody's Assigns 'B1' Corporate Family Rating
FERGUSON SHIPBUILDERS: Sale of Business Completed
FLOORS-2-GO: Administrators Frustrated Over Uncooperative Execs
FLOWHOUSE (BEDFORD): Sold Out of Administration

MAMAS & PAPAS: Creditors Approve CVA Proposals
MWL PRINT: To Enter Administration; 113 Jobs Axed
PHONES 4U: Administrators to Seek New Carrier Partner
SPIRIT ISSUER: Fitch Assigns 'BB' Ratings to 2 Note Classes


                            *********


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A U S T R I A
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FORNAX PLC: Fitch Lowers Rating on Class G Notes to 'Dsf'
---------------------------------------------------------
Fitch Ratings has upgraded Fornax (Eclipse 2006-1) plc's class C,
downgraded the class G notes to 'Dsf' and affirmed the other
classes as:

EUR23.14 million class C (XS0267554508) upgraded to 'A+sf' from
'Asf; Outlook Stable

EUR19.9 million class D (XS0267554920) affirmed at 'BBBsf';
Outlook Stable

EUR24.8 million class E (XS0267555570 affirmed at 'B-sf'; Outlook
Stable

EUR16.8 million class F (XS0267555737) affirmed at 'CCCsf'; RE
changed from 50% to 90%

EUR6.7 million class G (XS0267556032) downgraded to 'Dsf' from
'CCCsf'; RE of 0%

This transaction is a securitization of 19 commercial mortgage
backed loans all of which have been originated by Barclays Bank
PLC.  The loan collateral is domiciled in Germany, Italy, Belgium
and Austria.  There are currently five loans remaining in the
portfolio, four are in special servicing and the remaining one is
performing.

KEY RATING DRIVERS

Four of the five remaining loans are now in special servicing
with three, (Cassina Plaza, ATU Austria and Century Center),
entering in the last year.

The downgrade of the class G notes to 'Dsf' is due to the Netto
loan (EUR16.1 million outstanding) being repaid through a
discounted payoff.  The discounted payoff resulted in a loan
principal loss of EUR1.3 million which was duly allocated to the
class G notes.  The recovery estimate of 0% is maintained.

The upgrade of the class C notes was driven by the resolution of
the Netto loan and the repayment of the ATU Germany loan in full
(EUR8.03 million outstanding at repayment).  In both cases the
principal receipts were well above that commensurate with a 'Asf'
rating.

The ratings on the notes are now more reliant on the Cassina
Plaza loan, which makes up 43% of the remaining portfolio and
which did not repay on its maturity in November 2013.  The loan
entered standstill, subsequently extended until May 2015.

The properties the loan is secured against are not in one of the
established office locations in the province of Milan.  The last
reported occupancy remains low at 67.08% and the rent roll is
still dominated by Nokia Siemens who are contributing 60% of the
rent with four years remaining until the break on the lease.

The special servicer has entered into a consensual sale framework
agreement with the borrowers and a liquidator has now been
appointed.  Given concerns on the property quality, the eventual
sale may take some time.  However, the transaction note
maturities are in 2019 allowing ample time for recovery.

Despite entering special servicing, the loan is not sweeping cash
to partially repay principal.  Information on the strategy prior
to asset sale is at this stage unclear and a protracted
standstill without offsetting benefits may prevent further
positive rating action on the senior notes.

The improved recovery estimate on the class F notes reflects the
increase in structural protection through cash sweeps on the
Kingbu, ATU Austria and Century center loans.  The 'CCCsf' rating
now depends on developments on the Cassina Plaza work-out and the
performance of the ATU Austria and Kingbu loans.  Both of these
loans benefit from properties in reasonable locations but have
large single tenant exposures (ATU and Burger King respectively)
and have limited third party usability without some capital
expenditure.

The transaction has switched to sequential pay down due to a
breach of a number of triggers (most notably the writedown of any
classes of notes).  Principal repayments due to cash sweeps and
future resolutions are therefore credit-positive for the class C
notes.

RATING SENSITIVITIES

A failure to realise recoveries on out of town properties such as
those in the ATU and Kingbu loan as well as difficulties in
realising recoveries on the Cassina Plaza loan could lead to
negative rating action.



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C Y P R U S
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* CYPRUS: President Calls for Assistance on Insolvency Bill Draft
-----------------------------------------------------------------
Cyprus Mail reports that President Nicos Anastasiades has asked
parliamentary parties to each nominate one expert who will join
the team of technocrats currently drafting an omnibus bill
governing insolvencies.

In a letter addressed to the parties, published by
Phileleftheros, Mr. Anastasiades said his appeal to the parties
for assistance in shaping insolvency legislation was aimed at
"avoiding any confrontation" between the government and the
legislature, Cyprus Mail relates.

According to Cyprus Mail, the newspaper reported that DIKO have
been the first to respond to the President's call, nominating
party cadre Giorgos Colocassides to sit on the team currently
hammering out the bankruptcy laws.

In asking for the parties' help, the President was making good on
a pledge to bring in the parties in the drafting of the omnibus
bill, Cyprus Mail states.

As per the terms of its bailout program, Cyprus must pass
insolvency legislation by the end of this year, Cyprus Mail
notes.

The insolvency laws are seen as providing an extra "safety net"
to debtors who have fallen on hard times, Cyprus Mail discloses.




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F R A N C E
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ELIOR SA: Moody's Raises CFR to 'Ba3'; Outlook Stable
-----------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating of Elior S.A. (formerly Holding Bercy Investissement
S.C.A.) to Ba3 from B1, and its probability of default rating to
Ba3-PD from B2-PD. Moody's also upgraded the ratings on Elior's
and Elior Participations senior secured bank facilities and the
senior secured notes (due 2020) of Elior Finance & Co SCA to B1
from B2. The ratings outlook has also been changed to stable from
positive.

Ratings Rationale

The rating upgrades reflect the reduced leverage following the
IPO in June 2014, the favorable performance in the current year
with increased organic growth rates, the strong outlook in the
concession business from the development of US turnpikes, and the
improving cash flow metrics.

The IPO reduced debt by approximately EUR737 million with Moody's
adjusted leverage (at March 2014 pro forma for the IPO) of 5.2x,
and reported net leverage of 3.3x (at June 2014). Moody's
adjusted leverage excludes significant cash balances of EUR236
million at March 2014 and includes capitalized operating leases
of EUR431 million. The operating leases relate largely to short-
term assets or operate on a back-to-back basis with catering
contracts and accordingly Moody's has moderated its view of the
impact of leverage on the rating in the light of these aspects.
Leverage is expected to reduce to approximately 4.6x (Moody's
adjusted) by the September 2014 year-end as a result of ongoing
positive trading and short-term seasonal changes in
securitization balances.

Current year trading shows a significant improvement in organic
growth rates to 3.6% in the nine months to June 2014, compared to
0.7% in FY2012 and 1.1% in FY2013. Growth is accelerating with
the company guidance for the year end implying organic growth in
the final quarter of 4.5%-5% and with stable margins. This is
driven by economic improvements, recent contract wins and
expansion of concession operations. Moody's considers that
trading is relatively highly correlated to nominal GDP and
unemployment trends, and the economies of Southern Europe have
been a drag on growth in recent years, whilst further impacting
cash flows through additional restructuring costs. Improving
economic conditions, after a period of deep downturn, in
particular in Spain, support recent performance. Whilst economic
recovery remains fragile and unemployment still high across the
Elior's core regions the outlook is more positive after very
challenging conditions of recent years.

Elior has spent considerable resources in developing and
expanding its concession activities, particularly in the Florida
and Maryland turnpikes in the US, and after a period of heavy
capex the business is poised to reap the benefits in terms of
profits and cash flows. The concession business has relatively
high operational leverage and as these projects ramp up over a 2-
3 year period margins are expected to grow and the concession
division as a whole will benefit from expected increases in
traffic volumes.

Cash flows metrics are expected to improve following the IPO and
improved trading as a result of reduced interest costs, lower
capex following turnpike project completion and a lower level of
restructuring activity. This will however be partially offset by
increased dividends and ongoing acquisition spend. Free Cash Flow
to Debt (Moody's adjusted) is expected to increase from -0.7% in
FY2013, to around 4-5% in FY2015 and FY2016, although this before
the impact of further acquisitions.

Elior's credit profile remains supported by its scale, with
geographic diversification of its revenue base having improved
following the majority acquisition in 2013 of TrustHouse Services
in the US. It is also supported by the contractual nature of its
revenue streams with rolling catering contracts with high
retention rates and strong cost protection mechanisms and long
term concession contracts.

The stable outlook reflects Moody's view that Elior is likely to
show continued low single-digit organic growth and relatively
slow deleveraging over the medium term as cash flows, whilst
improving, remain relatively modest and are impacted by further
acquisition spend. The probability of default rating has been
upgraded to Ba3-PD from B2-PD due to the impact of the CFR
upgrade and due to Moody's reassessment of loss given default
from 65% to 50% on review of the nature of bank and bond
financing within the financing structure.

The company's liquidity profile remains adequate, supported by
availability under its bank revolver, despite the modest free
cash flow generation.

What Could Change the Rating Up/Down

Negative pressure on the ratings could occur if the balance sheet
fails to delever below 5.0x (Moody's adjusted) on a sustainable
basis or if free cash flow turns negative for an extended period.
In addition, concerns over liquidity or covenants could exert
negative ratings pressure. The ratings could be upgraded if
adjusted leverage falls below 4.25x on a sustainable basis, with
sustainable positive free cash flow.

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

Headquartered in France, Elior is a global player in contract and
concession catering and support services.


THOM EUROPE: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a definitive B2 Corporate
Family Rating (CFR) and assigned a B1-PD Probability of Default
to THOM Europe S.A.S. Concurrently it has assigned a definitive
B2 rating to its EUR346.8 million 7.375% senior secured notes due
2019, following receipt of final documentation and completion of
the company's refinancing, including the repayment of its
previous bank indebtedness. The outlook on the ratings is stable.

Ratings Rationale

Moody's definitive ratings for the CFR and senior secured notes
are in line with the provisional ratings assigned on 7 July 2014.
Moody's rating rationale was set out in a press release on that
date.

Rationale For The Stable Outlook

The stable rating outlook reflects Moody's expectation that Thom
Europe will maintain its currently high operating margins and a
positive free cash flow generation supported by a gradually
improving macroeconomic conditions in France. Moody's considers
that, following this transaction, Thom Europe will be somewhat
weakly positioned within its rating category. To maintain the
current ratings with a stable outlook, Moody's expects Thom
Europe's adjusted (gross) debt/EBITDA to progressively decline
below 6.25x.

In addition, the B2 CFR factors in an adequate liquidity profile.

What Could Change The Rating Up/Down

Moody's could downgrade the ratings if Thom Europe's free cash
flow generation was negative for a prolonged period of time as a
result of a weakened operating performance or higher-than-
expected capital expenditures. Quantitatively, an adjusted
(gross) debt/EBITDA ratio remaining close to 6.5x could trigger a
downgrade.

Conversely, Moody's could upgrade the ratings if Thom Europe (1)
continues to grow and record above-peer profitability on the back
of more favorable economic conditions and high quality execution
of its store network expansion; and (2) increases substantially
its free cash flow generation. Quantitatively, stronger credit
metrics such as adjusted (gross) debt/EBITDA trending sustainably
towards 5.0x could trigger an upgrade.

Principal Methodologies

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

Headquartered in France (Paris), Thom Europe is one of the
leading jewellery and watches retail chains in Europe with
in-store revenues of EUR345 million in the financial year ended
30 September 2013. Thom Europe's business model is based on
directly operated stores mostly located in shopping malls, in
particular in large catchment areas. As of March 2014, the group
directly operated 539 stores of which 490 in France (473 in
shopping centers and 17 in city centers).



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G E R M A N Y
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QUIRINUS PLC: Fitch Affirms 'Dsf' Rating on Class F Notes
---------------------------------------------------------
Fitch Ratings has affirmed Quirinus (European Loan Conduit
No. 23) Plc as:

EUR73.4 million Class A (XS0259561925) affirmed at 'BBsf';
Outlook Negative

EUR4.7 million Class B (XS0259562576) affirmed at 'BB-sf';
Outlook Negative

EUR5.7 million Class C (XS0259562907) affirmed at 'Bsf'; Outlook
Negative

EUR7.7 million Class D (XS0259563202) affirmed at 'CCCsf';
Recovery Estimate (RE) 25%

EUR8.8 million Class E (XS0259563624) affirmed at 'CCsf'; RE35%

EUR6.6 million Class F (XS0259564192 affirmed at 'Dsf'; RE5%

Quirinus is a securitization originally of 10 commercial mortgage
loans made by Morgan Stanley in the amount of EUR700.8 million.
Eight have been resolved since the deal closed in 2005, with all
but one repaying in full.  The Fairacre Retail Loan incurred a
final loss represented by a write-down (a "non-accruing interest
amount" or NAI) of EUR338k on the class F notes.  Despite this
reflecting an actual economic loss for the class F notes, it was
not deemed a principal loss for the purposes of the sequential
pay test, and so Fitch does not expect the test to be tripped
before the February 2016 maturity of the Eurocastle loan.

KEY RATING DRIVERS

The affirmations reflect the stable performance of the German
retail collateral securing the two remaining loans.  However,
while there are signs of increased investor appetite in the
sector, and some improvement in occupancy in the portfolios, a
Negative Outlook is maintained given the downside risk associated
with resolving the loans.  Both are estimated by Fitch to have
loan-to-value ratios (LTV) in excess of 100%, although the agency
is not in receipt of updated valuations.

The interpretation of the principal pay rules limits the scope
for de-risking of the senior notes, while providing the junior
notes with a share of principal receipts.  Besides scheduled
amortization and cash sweep, Fitch understands that junior
investors (with the exception of holders of the class F notes)
would receive collateral liquidation proceeds from the defaulted
H&B 3 loan -- provided they are received while the Eurocastle
loan is technically performing.

If this was to occur the documented "bucket" allocation allows 9%
of proceeds from the H&B 3 loan to the class E notes while only
5.5% to the class C and D notes.  This helps explain not only the
Negative Outlook but also the unusual pattern of recovery
estimates for the class D, E and F notes.

The EUR23.2 million H&B 3 portfolio, comprising five German
retail warehouse assets, was marketed for sale following the
loan's transfer to special servicing upon defaulting at maturity
in October 2012.  As no meaningful bids were received, the
special servicer instructed its agent, Knight Frank, to focus on
lease renewals and readying the portfolio for sale.  Vacancy
remains low at 0.76% (by lettable area), while several lease
extensions have improved the weighted average lease term from
3.15 to 4.2 years. Despite this, the loan remains distressed,
with Fitch estimating an LTV of 125% and losses in the realm of
EUR5 million.

Fitch expects recovery proceeds to be made before Feb. 2016 and
therefore to be allocated modified pro rata.  So besides the F
notes, a speedy liquidation would, unusually, be favorable for
the junior classes, since they would otherwise stand to receive
little if any principal after a switch to sequential pay.

Nevertheless, in Fitch's view, a swift resolution that benefits
from the uptick in investment market conditions would also be
favorable for senior creditors, particularly as compared to a
protracted process prolonging market exposure to a volatile asset
class with historically lumpy income.  With Eurocastle at risk of
defaulting in 2016, another large portfolio of similar stock will
likely have to be boarded by the special servicer shortly.

The EUR83.8 million Eurocastle loan is secured by a diverse
portfolio of 41 retail warehouses located throughout Germany,
with several sites housing dominant grocers in remote areas.
Vacancy has reduced to less than 5% from its peak of 7.1% earlier
this year as a result of several new lettings (for some 3,405
square meters).  A further positive sign is that an additional
five renewals have been secured, largely on or close to pre-
existing rent levels. Even so, a debt yield of 8% is evidence of
a highly levered financing, one that would require an equity
injection to stand a chance of being refinanced.  Fitch estimates
the LTV to be approximately 140%, implying losses up to the class
D notes.

RATING SENSITIVITIES

A failure to realize meaningful recoveries from H&B 3 over the
next 12 months is likely to prompt negative rating action.

Fitch estimates Bsf recoveries to be EUR80 million-EUR90 million.


TUI AG: Moody's Puts B2 Corp. Family Rating on Review for Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the B2
corporate family rating (CFR) and B2-PD probability of default
rating (PDR) of TUI AG (TUI). Concurrently, Moody's has placed on
review for upgrade the company's B3 senior unsecured rating and
the Caa1 subordinated ratings.

"We are putting TUI's rating on review for upgrade following to
the merger proposal to TUI Travel shareholders for an all-share
merger between TUI and TUI Travel," says Sven Reinke, a Moody's
Vice President -- Senior Analyst and lead analyst for TUI. "The
review will primarily focus on the effect on TUI's corporate
structure, as well as potential synergies, should the proposed
merger materialize."

Ratings Rationale

The rating review was triggered by TUI's proposal, under which
the company and its majority-owned subsidiary, TUI Travel PLC,
would combine in an all-share nil-premium merger. Under the
offer, TUI Travel minority shareholders would receive 0.399 new
TUI shares for each TUI Travel share. The transaction is expected
to close in spring 2015 and is subject to certain regulatory
approvals as well as consent from the companies' shareholders.

TUI aims to realize material synergies through combining the two
businesses. The company forecasts at least EUR65 million in
potential synergies, as a result of corporate streamlining and
the simplification of the group's structure as it plans to
consolidate overlapping functions and would move from two
separate stock listings to one premium listing, as well as cost
savings achievable through the integration of inbound services
into the mainstream tourism business. According to TUI, the
combined businesses would have profited from cash tax benefits
for fiscal year 2013 of EUR35 million due to the use of carried
forward tax losses in Germany and a more efficient tax grouping.
Additionally, TUI aims to realize commercial synergies by
combining TUI Travel's large customer base and distribution
platform with TUI's hotel and cruise content.

Whilst the intended merger is structured as an all-share nil-
premium transaction, it could trigger the change of the control
clauses of certain debt facilities at the TUI Travel level and
thus require refinancing. The level of required refinancing also
depends on the potential equity conversion of convertible bonds
at TUI (EUR217 million convertible bond matures in November 2014)
and TUI Travel (GBP350 million convertible bond matures in
October 2014). TUI has entered into new credit facilities for the
combined group in an aggregate amount of EUR1.55 billion as well
as a EUR600 million term loan as a backstop financing for an
envisaged high yield bond issuance.

Moody's views the proposed merger positively as it would simplify
the group structure and would enable TUI to gain full access to
cash flows at the TUI Travel level. Moody's has previously
commented that the rating is constrained by the relative
complexity of the group structure and TUI's limited access to
subsidiary cash flows. The rating agency also believes that the
combination of the two businesses would be a logical step towards
an integrated tourism business as it would combine TUI's large
hotel and cruise asset base with TUI Travel's distribution
capabilities.

In addition, Moody's positively notes that TUI recently revised
upwards its forecast for 6%-12% growth in underlying group EBITA
for FY 2014, stating that it now expects it to be at least at the
upper end of the guidance. A trend for the improving operating
performance of the group was already shown for the nine months to
June 2014 compared to the same period in the previous year.

Moody's review will focus mainly on (1) the positive effect of
the proposed merger on TUI's corporate structure; (2) the
magnitude of synergies that a merger could deliver as a result of
corporate streamlining, operational integration, tax savings, and
business expansion; and (3) the impact on the credit profile
following the potential post-merger refinancing of certain debt
securities at the TUI Travel level.

At this stage, Moody's expects that the successful closure of the
proposed merger would lead to an upgrade of the CFR and PDR
ratings by one notch. A two notch upgrade could possibly be
considered if TUI's financial metrics continue to improve until
the closure of the proposed merger which could be driven by the
conversion of certain convertible debt instruments into equity
and further improvements of TUI's operating performance.

Principal Methodology

TUI AG's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside TUI AG's core industry and
believes TUI AG's ratings are comparable to those of other
issuers with similar credit risk.

TUI AG, headquartered in Hanover, Germany, is Europe's largest
integrated tourism group, and currently retains a stake of around
22% in Hapag-Lloyd AG, which is a leading provider of container
shipping services. In FY2013 (to September), TUI reported
revenues and underlying EBITA from continuing operations of
EUR18.5 billion and EUR762 million, respectively.


TUI AG: S&P Revises CCR to 'B+' on Improving Financial Risk
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its corporate credit
rating on German tourism company TUI AG by one notch, to 'B+'
from 'B'.  The rating outlook is positive.

In conjunction with the upgrade, S&P also raised its issue rating
on TUI's senior unsecured debt by one notch, to 'B+' from 'B'
(the recovery rating remains at '3') and the issue rating on the
perpetual notes to 'B-' from 'CCC+' (the recovery rating remains
at '5').  The downward notching of the issue rating from the
corporate credit rating on the perpetual notes is greater than
the standard one notch under S&P's recovery rating criteria
because of the optional deferability of interest of the perpetual
notes.

The upward revision of S&P's issuer credit rating reflects an
approximately 20% reduction in reported gross financial debt, to
EUR2.2 billion as of June 30, 2014, from EUR2.8 billion as of
Sept. 30, 2013.  This improvement was helped by the fact that the
group is now allowed to carry cash and liabilities of their
pooling agreements on a net basis.  Previously, these amounts
were reported on a gross basis.  As S&P only reduces TUI's gross
debt by a small amount of surplus cash, this change improves its
leverage ratios.

On an FX-adjusted basis, third-quarter revenues grew 2.3% year on
year.  This is a significant improvement compared to the second
quarter (-4.8%) and the first quarter (-0.9%).  The top line was
helped by both strong demand for TUI's exclusive holiday
destinations and an increase in average selling prices.

The rise in revenues was also highly beneficial to profitability.
The group's underlying EBITA in the third quarter was up 89% year
on year.  Management lifted its fiscal 2014 underlying EBITA
growth expectation to now "at least the upper end" of the 6%-12%
range.

Due to these positive developments, S&P has raised its financial
risk assessment of TUI to "significant" from "aggressive."  At
the same time, however, the company's current inability to
directly access TUI Travel's cash flows continues to result in a
"negative" score when S&P applied its comparable rating analysis
(CRA).

The positive outlook reflects the possibility of one notch
upgrade if, in addition to a successful merger with TUI Travel,
S&P observes continued revenue, profit, and cash flow growth, all
leading to sustained improvements in leverage ratios.  Upside to
the current rating also requires visibility on a long-term
financial policy compatible with leverage metrics in the
"significant" category.

S&P would likely revise the outlook to stable if TUI's management
was unable to successfully complete this transaction.  S&P could
also lower the rating if unexpected operating setbacks or a more
aggressive financial policy led to FFO to debt of below 20%,
adjusted debt to EBITDA above 4.0x, and adjusted EBITDA interest
coverage falling below 3.0x, all on a sustainable basis.  S&P
could also consider lowering the rating if it anticipated that
TUI's liquidity position would deteriorate to "less than
adequate."



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ALPSTAR CLO 2: Moody's Hikes Rating on Class Q Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has announced that it has taken the
following rating action on the following notes issued by Alpstar
CLO 2 Plc:

EUR200.5 million (currently EUR183.9 million outstanding) Class
A1 Senior Secured Floating Rate Notes due 2024, Affirmed Aaa
(sf); previously on Apr 5, 2007 Definitive Rating Assigned Aaa
(sf)

EUR78 million Class A2 Senior Secured Floating Rate Notes due
2024, Affirmed Aaa (sf); previously on Jul 13, 2011 Upgraded to
Aaa (sf)

EUR112.5 million (currently EUR103.4M outstanding) Class AR
Senior Secured Variable Funding Notes due 2024, Affirmed Aaa
(sf); previously on Apr 5, 2007 Definitive Rating Assigned Aaa
(sf)

EUR48.5 million Class B Deferrable Senior Secured Floating Rate
Notes due 2024, Upgraded to Aa2 (sf); previously on Jul 13, 2011
Upgraded to A1 (sf)

EUR37.5 million Class C Deferrable Senior Secured Floating Rate
Notes due 2024, Upgraded to A2 (sf); previously on Jul 13, 2011
Upgraded to Baa1 (sf)

EUR42 million Class D Deferrable Senior Secured Floating Rate
Notes due 2024, Upgraded to Ba1 (sf); previously on Jul 13, 2011
Upgraded to Ba2 (sf)

EUR24 million (currently EUR17M outstanding) Class E Deferrable
Senior Secured Floating Rate Notes due 2024, Upgraded to Ba3
(sf); previously on Jul 13, 2011 Upgraded to B1 (sf)

EUR2.8 million Class Q Combination Notes due 2024, Upgraded to
Ba1 (sf); previously on Jul 13, 2011 Upgraded to B1 (sf)

Alpstar CLO 2 Plc, issued in April 2007, is a multi-currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European and US loans. The transaction's
reinvestment period ended in May 2014.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are a
result of the improvement in the credit quality of the underlying
collateral pool and also the benefit of modelling actual credit
metrics following the expiry of the reinvestment period in May
2014.

In light of reinvestment restrictions during the amortization
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analyzed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed
that the deal will benefit from a shorter amortization profile
and higher spread levels compared to the levels assumed prior the
end of the reinvestment period in May 2014.

The credit quality has improved as reflected in the improvement
in the average credit rating of the portfolio (measured by the
weighted average rating factor, or WARF) and a decrease in the
proportion of securities from issuers with ratings of Caa1 or
lower. As of the trustee's August 2014 report, the WARF was 2873,
compared with 3045 in August 2013. Securities with ratings of
Caa1 or lower currently make up approximately 4.94% of the
underlying portfolio, versus 8.99% 12 months ago.

The rating on the combination notes addresses the repayment of
the rated balance on or before the legal final maturity. For the
Class Q notes, the 'rated balance' at any time is equal to the
principal amount of the combination note on the issue date minus
the sum of all payments made from the issue date to such date, of
either interest or principal. The rated balance will not
necessarily correspond to the outstanding notional amount
reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 439 million
and USD112.5 million, defaulted par of EUR11.5 million, a
weighted average default probability of 20.29% (consistent with a
WARF of 2764), a weighted average recovery rate upon default of
49.09% for a Aaa liability target rating, a diversity score of 35
and a weighted average spread of 3.83%. The GBP/USD-denominated
liabilities are naturally hedged by the GBP/USD assets.

In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower. Given that the portfolio has
exposures to 12.37% of obligors in Italy and Spain, whose LCC is
A2 (Italy) and A1 (Spain), Moody's ran the model with different
par amounts depending on the target rating of each class of
notes, in accordance with Section 4.2.11 and Appendix 14 of the
methodology. The portfolio haircuts are a function of the
exposure to peripheral countries and the target ratings of the
rated notes, and amount to 0.9480% for the Class A1, AR And A2
notes, 0.5925% for the Class B notes and 0.2370% for the Class C
notes.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 91.37% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

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

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities and 3) the additional
expected loss associated with hedging agreements in this
transaction which may also impact the ratings negatively.

Additional uncertainty about performance is due to the following:

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

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

   * Foreign currency exposure: The deal has significant
exposures to non-EUR denominated assets. Volatility in foreign
exchange rates will have a direct impact on interest and
principal proceeds available to the transaction, which can affect
the expected loss of rated tranches.

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



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


AVG TECHNOLOGIES: S&P Affirms 'BB' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Dutch software firm AVG Technologies
N.V.  The outlook is stable.

At the same time, S&P assigned its 'BB' rating to AVG's proposed
US$250 million senior secured loans and US$50 million revolving
credit facility (RCF).

The rating affirmation follows AVG's plans to issue US$250
million of senior secured loans and use the proceeds primarily to
fund the acquisition of mobile security solutions provider
Location Labs. AVG made a nonbinding offer of up to US$220
million for the acquisition of Location Labs, which will be paid
for by an upfront cash payment of about US$140 million, combined
with additional payments of up to US$80 million if the business
reaches specified earnings targets.

S&P expects this transaction to increase AVG's adjusted leverage
to over 2x, and that there will be no short-term deleveraging
because S&P anticipates that AVG will likely use a large portion
of its remaining cash sources (including cash reserves and
potentially the undrawn RCF) to make further acquisitions.  S&P
is, therefore, changing AVG's financial risk profile to
"intermediate" from "minimal."

The current funding transaction is in line with S&P's previous
view that AVG's appetite for acquisition could result in higher
debt usage than S&P assumed in its base case, a risk S&P had
previously incorporated in its negative financial policy
assessment.  Because AVG has consistently reduced its debt over
the past couple of years, there is sufficient headroom for the
anticipated increase in debt at the current rating level, in
S&P's view.  S&P sees the risk that AVG will materially increase
its leverage to more than 3x debt to EBITDA in the short term as
relatively limited, given its track record of prudent financial
policy and S&P's forecast of continued solid free cash flow
generation.  Upfront license payments and limited capital
investment needs should continue to support the generation of
free cash flows.

Although the planned acquisition appears consistent with AVG's
long-term strategy of improving its monetization of mobile users
through carriers, S&P has not revised its view of its business
risk profile following this acquisition.  This is because
Location Labs will initially be nearly EBITDA neutral, with no
immediate revenue synergies, while AVG's platform business
continues to decline following its decision to exit third-party
distribution contracts.

AVG's business risk profile also continues to be constrained by
its narrow product offering, meaningful client concentration risk
in the platform segment, and the likelihood that monetizing its
PC user base will be more difficult because the market is highly
competitive and fragmented, and online browsing continues to
shift more toward wireless devices.  In S&P's opinion, AVG's
evolving strategy toward unified solutions, rather than focusing
on a single device, and its continued high investments in
research and development (R&D) will likely support its
competitive advantage through these changes.

S&P's base-case scenario for AVG assumes that:

   -- Numbers for 2014 include the acquisition of Location Labs.

   -- Organic growth in subscription revenues will be about
      8%-10% in 2014 and will decline to about 5% in 2015,
      reflecting the increase in revenue for average premium
      users, which more than offsets the decline in premium
      subscribers.

   -- Platform revenues will see a 50% decline in 2014, mainly
      because AVG exited third-party distribution contracts,
      followed by flattening revenues in 2015.

   -- Overall revenue will decline by about 4%-5% in 2014,
      followed by a revenue increase of about 5%-6% in 2015.

   -- EBITDA margin will decline meaningfully to about 30%,
      primarily because of increased investments in R&D and the
      effect of acquisition-related costs.

   -- Capital expenditure (capex) will remain at 4%-5% of
      revenues, except for one-off integration costs in 2014.

   -- There will be no surplus cash adjustment because excess
      cash will likely be used to fund further acquisitions.

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

   -- Funds from operations (FFO) to debt of 36%-37% in 2014 and
      2015, down from about 245% in 2013;

   -- Debt to EBITDA of about 2.2x in 2014 and 2015, up from
      about 0.3x at year-end 2013; and

   -- Free operating cash flow (FOCF) to debt of 33%-35%.

In S&P's view, AVG's track record of refinancing demonstrates
satisfactory relationships with banks, and S&P believes that
because of its strong internal free cash flow generation it can
absorb low-probability, high-impact events without refinancing.

The stable outlook reflects S&P's view that continued solid free
cash flow generation should enable AVG to maintain its leverage
below 3.0x.  The outlook also reflects S&P's view that AVG's
balance sheet incorporates sufficient headroom to allow for
additional short-term bolt-on acquisitions.

S&P considers an upgrade unlikely in the short term because it
expects that AVG will remain acquisitive, and will therefore not
sustain its deleveraging.  S&P also considers there is limited
short-term upside to AVG's business risk profile from the
acquisition.  Over the longer term, S&P would likely raise the
rating only if AVG's business risk profile improved.  For
example, it could improve if new products enabled AVG to
diversify its earnings stream meaningfully, or if monetization of
multiple devices proves to be successful.  An upgrade would also
likely depend on AVG maintaining debt to EBITDA at less than 3x
and FOCF to debt above 20%.

A downgrade also appears unlikely in the near term, given the
headroom that remains under AVG's financial risk profile.  S&P
could lower the rating, however, if it sees the company's core
subscription business meaningfully decline, which would, in turn,
test S&P's assessment of its business risk profile, or if its
financial policy became more aggressive than it currently
anticipates, resulting in leverage increasing to more than 3x.


NEPTUNO CLO II: Moody's Affirms 'Caa2' Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Neptuno CLO II B.V.:

EUR308.5 million (current outstanding balance of
EUR146,342,397.13) Class A Senior Secured Floating Rate Notes due
2023, Upgraded to Aaa (sf); previously on Aug 16, 2011 Upgraded
to Aa1 (sf)

EUR28 million Class B Senior Secured Floating Rate Notes due
2023, Upgraded to Aa3 (sf); previously on Aug 16, 2011 Upgraded
to A2 (sf)

EUR23 million Class C Senior Secured Deferrable Floating Rate
Notes due 2023, Upgraded to Baa2 (sf); previously on Aug 16, 2011
Upgraded to Baa3 (sf)

Moody's also affirmed the ratings of the following notes issued
by Neptuno CLO II B.V.:

EUR23 million Class D Senior Secured Deferrable Floating Rate
Notes due 2023, Affirmed Ba2 (sf); previously on Aug 16, 2011
Upgraded to Ba2 (sf)

EUR19 million (current outstanding balance of EUR17,104,794.16)
Class E Senior Secured Deferrable Floating Rate Notes due 2023,
Affirmed Caa2 (sf); previously on Aug 16, 2011 Upgraded to Caa2
(sf)

Neptuno CLO II B.V., issued in December 2007, is a single
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly senior secured European loans. The portfolio
is managed by Halcyon Neptuno II Management LLC. This transaction
exited its reinvestment period on 16 January 2013.

Ratings Rationale

The upgrades of the notes are primarily a result of the
deleveraging. Since July 2013, class A has paid down EUR144.0
million (47% of initial balance) resulting in a significant
increase in over-collateralization levels. As of the August 2014
trustee report, Class B, Class C, Class D and Class E observed
over-collateralization levels of 145.35%, 128.41%, 115.01% and
106.72% respectively compared with 126.11%, 117.61%, 110.18% and
103.72% in July 2013.

The reported weighted average rating factor ("WARF") has
increased from 2681 to 2945 since July 2013 whilst diversity
score has decreased from 37 to 25 during the same period.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
EUR pool with performing par and principal proceeds balance of
EUR254.7 million, a defaulted par of EUR17.5 million, a weighted
average default probability of 26.5% (consistent with a WARF of
3628 over a weighted average life of 4.5 years), a weighted
average recovery rate upon default of 47.6% for a Aaa liability
target rating, a diversity score of 25 and a weighted average
spread of 3.36%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 81.6% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the non first-lien loan corporate assets would recover 15%. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics
of the collateral pool into its cash flow model analysis,
subjecting them to stresses as a function of the target rating of
each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate in
the portfolio. Moody's ran a model in which it reduced the
weighted average recovery rate by 2.5%; the model generated
outputs that were within one notch of the base-case results.

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

Additional uncertainty about performance is due to the following:

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

2) Around 36.3% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

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


PANTHER CDO V: Fitch Affirms 'CCsf' Ratings on 2 Note Classes
-------------------------------------------------------------
Fitch Ratings has affirmed Panther CDO V B.V.'s notes, as:

EUR181.2 million Class A1 (ISIN XS0308593671): affirmed at 'Asf';
Outlook Stable

EUR29.8 million Class A2 (ISIN XS0308594059): affirmed at
'BB+sf'; Outlook Stable

EUR24.5 million Class B (ISIN XS0308594489): affirmed at 'Bsf';
Outlook Stable

EUR17.5 million Class C (ISIN XS0308594729): affirmed at 'CCCsf'

EUR18.0 million Class D (ISIN XS0308595296): affirmed at 'CCsf'

EUR4.0 million Class E (ISIN XS0308595536): affirmed at 'CCsf'

Panther CDO V B.V. is a managed cash arbitrage securitization of
a diverse pool of assets, including high-yield bonds, property
B-notes, asset-backed securities, senior loans, second lien loans
and mezzanine loans.  The portfolio is managed by M&G Investment
Management Limited.

KEY RATING DRIVERS

The affirmation reflects a balanced view of the improved
collateral quality and the increased weighted average maturity of
the underlying portfolio.  The weighted average rating factor had
gone down to 18.2 in July 2014 from 21.02 in August 2013.  The
weighted average life had increased to 7.3 in July 2014 from 5.6
in August 2013.

Since the last review, the manager has been actively involved in
trading and this has improved the overall credit quality of the
underlying portfolio but also changed the risk profile.  The
'CCC' bucket reduced from 13.2% to 8.5%.  Total defaulted assets
decreased by EUR642,000 to EUR13.4 million.  The structured
finance assets increased by 3.4% to 49.3% and the corporate bonds
dropped by 5% to 18.7%.

The reinvestment period ends in Oct. 2014.  The manager cannot
reinvest the unscheduled proceeds and the sale proceeds from the
credit improved and credit impaired obligations as currently the
transaction does not satisfy the additional reinvestment
criteria. Fitch expects the deal to deleverage following the end
of the reinvestment period.

The manager chose to cure the class D and E overcollateralization
(OC) tests by paying down the class A-1 notes by EUR12.9 million.
As a result, both OC tests are passing and the class E OC has
1.3% cushion.  The class E PIK has been reduced to 0.  This has
changed the credit enhancement slightly.  The interest coverage
test remains in compliance with an increasing cushion.

The peripheral exposure is down to 24.8% from 28.3%.  The largest
country remains the UK.  The total fixed rate assets are
EUR21.3 million, with EUR14 million hedged with an interest rate
swap.  EUR7.3 million or 2.5 of the portfolio is exposed to
interest rate risk, down from 4.1% in August 2013.  The interest
rate risk exposure could increase as the portfolio composition
changes over time with fixed rated obligations limited to 30% of
the portfolio while the interest rate swap notional amortizes and
matures in 2015.

RATING SENSITIVITIES

Applying a 1.25x default rate multiplier or a 0.75x recovery rate
multiplier to all assets in the portfolio would result in a
downgrade of the senior class A1, A2 and B notes by one or two
notches and would have no impact on the junior notes.



===========
N O R W A Y
===========


NORSKE SKOGINDUSTRIER: S&P Cuts Ratings on Sr. Bonds to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue ratings on
the senior unsecured bonds issued by Norske Skogindustrier ASA to
'CCC' from 'CCC+'.  S&P revised down the recovery rating on these
notes to '5' from '4', which indicates S&P's expectation of
modest (10%-30%) recovery for shareholders in the event of a
payment default.

At the same time, S&P affirmed its 'CCC' long-term and 'C' short-
term corporate credit ratings on Norske Skog.  The outlook on the
long-term corporate credit rating is negative.

S&P affirmed the corporate credit ratings and lowered the ratings
on the notes following Norske Skog's announcement that it had
signed a EUR25 million loan agreement based on accounts
receivables from its mill in Bruck, Austria.  Although positive
for the company's liquidity, this weakens recovery prospects for
the senior unsecured bondholders.  In addition, S&P do not think
that this has led to a meaningful improvement in the company's
ability to meet the about Norwegian krone (NOK) 1.1 billion
(EUR135 million) of debt maturities falling due in 2015 (most of
which fall due in Oct.).  However, S&P understands that the
company is working on additional funding initiatives that could
materialize later this year following the NOK185 million debt
maturities in Oct.

S&P assess Norske Skog's business risk profile as "vulnerable,"
due to its business model, which is geared toward publication
paper used for newspapers, magazines, and books.  S&P's
assessment of Norske Skog's financial risk profile as "highly
leveraged" is based on a "less-than-adequate" liquidity profile
and very weak credit ratios.

The negative outlook on Norske Skog reflects S&P's view that
there is a one-in-three likelihood that it could lower the long-
term rating within the next three to six months.  This would
likely be the result of weakening liquidity, which could occur
due to poor operating cash flow generation or lack of additional
funds to meet the NOK1.1 billion debt maturities in Oct. 2015.

S&P would lower the rating if Norske Skog's operational
performance and liquidity deteriorated to such an extent that S&P
thought a default, distressed exchange, or redemption appeared
inevitable within 12 months, absent unanticipated significant
favorable improvements in Norske Skog's liquidity.

S&P could revise the outlook to stable if Norske Skog secured
enough additional liquidity that it viewed the risk of a default
in 2015 as remote.



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


BANK MILLENNIUM: S&P Affirms 'BBpi' Unsolicited pi Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its unsolicited
public information (pi) rating on Poland-based Bank Millennium
Capital Group (Millennium) at 'BBpi'.  S&P does not generally
modify its pi ratings with a plus or minus signs, or assign
outlooks.

S&P then withdrew the pi rating on the bank owing to the lack of
market interest.  S&P had initiated the rating based on publicly
available information.

S&P doesn't rate any of Millennium's outstanding debt.

At the time of withdrawal, the rating balanced a 'bbb-' anchor,
similar to all banks operating in Poland, and S&P's view of the
bank's business and risk position as negative rating factors, its
capital and earnings as positive, and funding and liquidity as
neutral.  The rating were constrained by the weak
creditworthiness of its parent, Banco Comercial Portugues S.A.
(BCP; B+/Negative/B).

S&P's assessment of Millennium's business profile reflects its
relatively weak market position compared with larger universal
Polish banks.  Millennium's financial profile remains
constrained, in S&P's view, by the higher-than-system-average
share of foreign currency loans in its loan portfolio.  The
bank's loans in foreign currency, although decreasing, still
represented about 40% of total lending on June 30, 2014, compared
with 30% for the domestic system average.  Foreign currency
mortgage loans (mainly denominated in Swiss francs) represented
an even higher 56% of the mortgage portfolio on the same date.
This increases the bank's vulnerability to a devaluation of the
zloty.

S&P's positive view of the bank's capital and earnings reflects
its projections of a risk-adjusted capital (RAC) ratio before
adjustments close to 12.5% over the next 12-18 months, benefiting
from improving revenue streams and declining credit losses.
S&P's assessment of Millennium's funding and liquidity profiles
reflects its view that the bank's main source of funding is its
large customer deposit base and the fact that it no longer relies
on support from its parent.

The rating is constrained by the weak creditworthiness of the
parent.  However, S&P believes Millennium might benefit from
sovereign support, in case of need, as a "moderate systemically
important" bank.



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


BANCO ESPIRITO: Eduardo Stock da Cunha Named New Novo Banco Chief
-----------------------------------------------------------------
Peter Wise at The Financial Times reports that the Bank of
Portugal said on Sunday, Sept. 14, Eduardo Stock da Cunha, a
Portuguese banker currently working for Lloyds Banking Group, has
been named as the new chief executive of Novo Banco, the "good"
bank created from the healthy assets of Banco Espirito Santo.

According to the FT, Mr. Stock da Cunha's main priority will be
to prepare Novo Banco for sale to new shareholders.  The Bank of
Portugal said this weekend it wanted the sale to be completed "as
quickly as feasible", the FT relates.

The appointment comes the day after Vitor Bento, Novo Banco's
previous chief executive, and two other senior executives
unexpectedly announced they were quitting because their roles had
"significantly changed" since they were appointed two months ago,
the FT notes.

A European Commission spokesman said on Monday that Brussels
expected the new leadership to implement the agreement reached
under the wind-down, the FT relays.  "Novo Banco should be sold
to preserve its viability," the FT quotes the commission
spokesman as saying.

                   About Banco Espirito Santo

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

In August 2014, Banco Espirito Santo had 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.

In August 2014, Espirito Santo Financial Portugal, a unit fully
owned by Espirito Santo Financial Group, filed under Portuguese
corporate insolvency and recovery code.

In August 2014, Espirito Santo Financiere SA, another entity of
troubled Portuguese conglomerate Espirito Santo International SA,
filed for creditor protection in Luxembourg.

In July 2014, Portuguese conglomerate Espirito Santo
International SA filed for creditor protection in a Luxembourg
court, saying it is unable to meet its debt obligations.

                       *     *     *

On Aug. 15, 2014, The Troubled Company Reporter reported that
Standard & Poor's Ratings Services affirmed and then suspended
its 'C' ratings on two short-term certificate of deposit programs
and one commercial paper program originally issued by Portugal-
based Banco Espirito Santo S.A. (BES).  As S&P publically
communicated on Aug. 8, 2014, most of BES' senior unsecured debt
has been transferred to newly formed Novo Banco S.A. (not rated)
as part of BES' resolution proceedings.  S&P currently does not
have satisfactory information to perform its ratings analysis on
these debt instruments, and S&P is therefore suspending its
ratings on them.

The TCR, on Aug. 14, 2014, also reported that 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]).



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


BANK24.RU: Central Bank Revokes License Over Dubious Operations
---------------------------------------------------------------
Business News Europe reports that Russia's central bank on
Sept. 16 revoked the license of Bank24.ru.

According to bne, a central bank press release said that
Bank24.ru was involved in "dubious operations with large volumes
of cash and non-cash funds".

Bank24.ru was Russia's 276th largest bank.


INTRASTBANK: Central Bank Revokes License Over Debt Default
-----------------------------------------------------------
Business News Europe reports that Russia's central bank on
Sept. 16 revoked the license of Intrastbank for failure to pay
creditors.

Intrastbank was Russia's 247th largest bank.


PETROPAVLOVSK PLC: Mulls Right Issue as Part of Debt Refinancing
----------------------------------------------------------------
James Wilson at The Financial Times reports that Petropavlovsk
has outlined plans for a rights issue as part of a debt
refinancing package that it hopes will satisfy holders of US$310
million of bonds due next year.

The indebted company, struggling with political turmoil caused by
Russia's intervention in Ukraine as well as a low gold price,
acknowledged it might not be able to repay bondholders in cash
next February, the FT notes.

Petropavlovsk said the company's main bank lenders -- VTB and
Sberbank -- are also pressing for a deal, the FT relates.
According to the FT, one lender had said it may require a partial
repayment of loans.

A rights issue would be used to pay a cash element to bondholders
as well as any potential bank repayment, the FT says.

Petropavlovsk would issue up to US$310 million of new five-year
bonds, with the final amount determined by the amount raised in a
rights issue, the FT discloses.

A rights issue would come when Petropavlovsk shares have tumbled
because of the company's financial stress, the FT notes.

Analysts at Numis, as cited by the FT, said the debt burden was
"bearing down" on the miner.

Late last month, Petropavlovsk said it cut net debt to US$924
million at the end of June and expected to reduce it to US$850
million at the end of the year after cutting mining costs, the FT
recounts.

Petropavlovsk PLC is a London-listed mining and exploration
company with its principal assets located in Russia.


TRASTOVYI REPUBLICANSKII: Central Bank Revokes License
------------------------------------------------------
Business News Europe reports that Russia's central bank on
Sept. 11 revoked the license of Trastovyi republicanskii bank for
performing dubious operations connected with moving around US$300
million abroad in January-August 2014.

According to bne, since heading the central bank in March 2014,
chairperson Elvira Nabiullina has revoked the license of dozens
of the tiny banks that make up the bulk of Russia's over 1000
banks, and of which many are believed to participate in money
laundering and provision of tax evasion services.



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


TELEFONICA PARTICIPACIONES: S&P Rates EUR1.5BB 3-Yr. Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
issue rating to the EUR1.5 billion three-year mandatory
convertible notes issued by Telefonica Participaciones S.A.U., a
fully-owned finance subsidiary of Spain-based telecom group
Telefonica S.A. (BBB/Stable/A-2), also the guarantor of the
notes.

S&P assesses the mandatory convertible bonds as having "high"
equity content for about EUR1.3 billion, representing the nominal
amount issued minus the make-whole amount that the company could
pay in cash in certain cases of an early conversion: an amount of
about EUR0.2 billion in S&P's understanding, which will gradually
decrease with time.

At conversion, the bonds convert into Telefonica S.A. shares.  In
line with S&P's criteria, it bases the "high" equity content
ascribed to the bulk of the issue on:

   -- The bonds' maturity to conversion of not more than three
      years;
   -- The bonds' deep subordination;
   -- The inclusion of a conversion price floor equal to about
      the share reference price; and
   -- The bonds' coupon deferability at the issuer's discretion.

Consequently, in S&P's calculation of Telefonica's credit ratios,
it treats 100% of the principal minus the maximum make-whole
(EUR1.3 billion net) and accrued interest as equity rather than
as debt, and the related payments as equivalent to a common
dividend, in line with S&P's hybrid capital criteria.  The
remainder (about EUR0.2 billion at issuance, then decreasing over
time) is treated as debt.

According to S&P's criteria, the two-notch difference between
S&P's 'BB+' rating on the hybrid notes and its 'BBB' corporate
credit rating on Telefonica S.A. reflects:

   -- One notch for the notes' subordination because the
      corporate credit rating on Telefonica is investment grade;
      and

   -- An additional notch for the optional deferability of
      interest.

The notching of the securities takes into account S&P's view that
there is a relatively low likelihood that Telefonica will defer
interest payments.  Should S&P's view change, it may
significantly increase the number of downward notches that it
applies to the issue rating, and more quickly than S&P might take
a rating action on Telefonica S.A.

RATINGS LIST

New Rating

Telefonica Participaciones S.A.U.
Junior Subordinated                    BB+



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


BDI GROUP: Select Security Buys Group Out of Administration
-----------------------------------------------------------
James Graham at TheBusinessDesk.com reports that around 270 jobs
have been saved at a Northwich cleaning and facilities management
group after it was sold out of administration.

Insolvency partners at KPMG in Manchester were appointed to six
companies in the BDi group on September 2, the report says.

KMPG agreed a sale of the businesses to Leigh-based Select
Security (Northwest) which will continue to honour the firm's
contracts, according to TheBusinessDesk.com.

BDi is based at Gadbrook Park and has an operation in Wakefield.


BESTWAY UK: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 corporate
family rating (CFR) and a B2-PD Probability of Default rating
(PDR) to Bestway UK Holdco Limited. At the same time, Moody's has
assigned a provisional (P)B1 rating to the proposed senior
secured Term Loan A due 2020, Term Loan B due 2021 and RCF due
2019 -- issued by Bestway UK Holdco Limited (the original
borrower) and Bestway Northern Limited (co-borrower), reflecting
its overall ranking within the debt capital structure. The
outlook on the ratings is stable. This is the first time Moody's
has assigned ratings to Bestway UK.

"The assigned B1 CFR balances Moody's assessment of Bestway UK's
wholesale business exposure to the non-affiliated independent
retailers that are under pressure from rapidly expanding
convenience store multiples, its high concentration of revenues
from tobacco products, and its reliance of its pharmacy's
business on NHS funded prescriptions against the strong market
position of both UK businesses and the defensive nature and
attractive long-term dynamics of the pharmacy business," says
Sven Reinke, a Moody's Vice President - Senior Analyst and lead
analyst for Bestway UK. "Bestway Group's international
businesses, Bestway Cement Limited and United Bank Limited, are
not part of the financing group and are therefore only of limited
importance to the credit rating considerations."

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

Ratings Rationale

B1 Corporate Family Rating

The B1 CFR assigned to Bestway UK primarily reflects the
company's strong market positions in both UK businesses --
Bestway Wholesale and tCP, its large store and distribution
network with 63 wholesale depots and over 770 pharmacy branches
across the UK, and the pharmacy business's defensive and cash
generative nature supported by attractive long-term dynamics. The
main constraints to the ratings include the wholesale business's
exposure to the non-affiliated independent retailers that are
under pressure from multiples such as Tesco and Sainsbury's; and
the pharmacy business's reliance on NHS funded prescriptions and
services that could come under pressure due to public budget
constraints.

With sales of GBP2,370 million in fiscal 2014, Bestway Wholesale
is the second largest wholesaler in the UK with a market share of
9% in the UK wholesale market. Bestway Wholesale operates the
biggest Symbol Club group in the UK under the two brands with a
total of over 4,100 participating retailers. The Symbol Club
group accounts for around 26% of wholesale revenues and provides
the group with above-average gross margins and generated strong
revenue growth over the last four years. However, the wholesale
business generates 56% of sales in fiscal 2014 with non-
affiliated independent retailers that are under pressure from
rapidly expanding convenience store multiples such as Tesco and
Sainsbury's. The number of non-affiliated independent retailers
is shrinking and Moody's believes that this could have a negative
effect on Bestway Wholesale's top line growth.

The high concentration of wholesale revenues from tobacco
products - more than 50% of total sales are generated with
tobacco products -- is a constraint to the business profile as
tobacco suffers from demand contraction driven by the trend to
healthier lifestyles, rising government taxation and grey-
imports. However, only about 9% of gross profit are generated
from the sale of tobacco products which partially mitigates the
high sales concentration.

The wholesale business's EBITDA margins, before discretionary
directors remuneration adjustments, have gradually reduced from
3.1% in fiscal 2011 to 2.5% in fiscal 2014. Bestway Wholesale has
been negatively impacted by the Olympics and adverse weather
conditions but also by increased competition.

The pharmacy business has attractive long-term industry dynamics
driven by the ageing UK population that fuels healthcare
spending. The overall UK government health spending and
prescription volumes are expected to rise at a rate of about 3%
annually, respectively. However, the UK community pharmacy market
that was worth GBP11.6 billion in 2013 is only forecasted to grow
at a CAGR of 1.3% to GBP12.4 billion in 2018 as it is expected
that the health care budget will remain under pressure.

The ageing population fuels prescription demand as elderly people
have more prescriptions and most of them are repeating as they
relate to chronic diseases. Repeat prescriptions account for
around 80% of total prescription volumes. tCP is well positioned
to capture these repeat prescriptions as its locations are
predominately located close to a prescriber, mainly Health
Centres and GP surgeries.

Based on its strong market position as the third largest pharmacy
business in the UK with 7% share of the prescription market, tCP
has a strong track record of generating stable revenues and
EBITDA margins. With a cash conversion rate of over 90%, the
business profits from low maintenance capex requirements. tCP's
revenues are mainly generated by NHS sales. Moody's believe that
although defensive in nature, the UK healthcare budget will
remain under pressure which could lead to gradual reductions in
the dispensing fee per prescription and the practice payments or
at least a freeze in such fees with the need to offset
inflationary pressure by pharmacies.

The International businesses are not part of the rated Bestway UK
financing group. Whilst Bestway Group's intention is to use
dividend proceeds from the two assets to accelerate the
deleveraging of the UK business, there is no obligation for such
a use of dividends. In Moody's view, the potential benefits of
the cash injection into Bestway UK with dividends can only be
recognized positively in the Bestway UK credit rating if and once
such cash injection has resulted in actual debt reduction. On the
other hand, the risk of using cash flows from the UK businesses
to support the overseas assets is limited by the financial
covenants. Accordingly, in the absence of debt repayment with
dividend proceeds, Moody's assess the impact of the two
international businesses on Bestway UK's credit quality as
largely neutral.

On a pro forma basis for the financing and last-12-months
reported EBITDA of GBP138 million to June 2014, Moody's expects
Bestway UK's gross adjusted leverage to amount to around 5.1x
(pro forma net adjusted leverage of around 4.9x), which the
rating agency believes is broadly comparable with other retailers
within the rating category.

Moody's considers the company's liquidity to be adequate. Upon
closing of the transaction as of October 2014, Moody's expects
that the company will retain a cash balance of GBP65 million, as
well as access to a revolving credit facility (RCF) of GBP75
million which is expected to be undrawn at closing. The RCF
facility will contain financial covenants for leverage and
interest coverage, for which Moody's expects strong headroom. The
company's revenues are not seasonal and cash flows are generally
evenly distributed throughout the year. However, Bestway
Wholesale's cash flows are affected by the timing of cigarette
purchases. The highest working capital requirement is usually in
April as cigarettes are purchased before the UK government's
budget announcement and increases in excise duty. Whilst Moody's
does not expect any drawings under the RCF, the rating agency's
assessment of satisfactory liquidity assumes access to the RCF at
all times.

Provisional (P) B1 rating on senior secured term loans and RCF

The B1 CFR and B2-PD probability of default rating (PDR) are
assigned at Bestway UK Holdco Limited, which is also the borrower
of the GBP650 million senior secured term loans. Bestway Northern
Limited is a co-borrower of the term loans. The provisional (P)
B1 rating (LGD3) assigned to the loans is in line with the CFR.
This reflects the fact that at closing of the transaction, the
loans rank pari passu with the GBP75 million RCF and that the
loans are not subordinated to any debt of material magnitude
within the capital structure. Should there be a significant
change in the debt capital structure, this could potentially
impact the rating of the loans.

According to the facilities agreement, the loans and the RCF will
be secured on pledges of the share capital and all material
assets of the co-borrowers and guarantors, including Bestway
Wholesale's real estate portfolio that is valued at GBP407
million, and tCP's pharmacy licenses. Guarantors will comprise at
least 85% of gross assets and EBITDA of the financing group.

Rationale for the Stable Outlook

The stable outlook reflects Moody's expectations that Bestway
UK's financial profile will gradually improve mostly on the back
of a stable performance and free cash flow generation at the
wholesale business and rising revenues and EBITDA at the pharmacy
operations which, however, requires material growth capex. The
stable outlook does not reflect the possibility of an accelerated
deleveraging driven by the use of dividend streams from the
Pakistani businesses. The rating and outlook could be under
positive pressure should such dividends be applied to reduce
financial debt.

What Could Change the Rating Up/Down

Moody's could consider upgrading Bestway UK's rating if the
company successfully executes its strategy such that it improves
the operating profitability of the pharmacy business and
withstands the competitive and market driven pressures that are
expected to impact top line growth. An upgrade would also require
an improvement in the company's credit metrics such that its
adjusted debt/EBITDA approaches 4.50x. With at least stable
operational performance, positive rating pressure could be
accelerated if dividends from the international business would be
applied to reduce financial debt.

Bestway UK's rating could be lowered if the wholesale business
suffers from material like-for-like sales decline with an
associated deterioration of its operating margins. Downward
pressure could also develop as a result, for example, of
underperformance of the pharmacy business driven by larger than
anticipated NHS budget constraints. Quantitatively, Moody's could
downgrade the rating if Bestway UK's adjusted debt/EBITDA
increases above 5.50x on a sustainable basis.

Principal Methodology

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

Headquartered in London, UK, the Bestway Group is a family-owned
conglomerate that fully owns the UK's second largest wholesaler,
Bestway Wholesale ("Bestway Wholesale", "the wholesale
business"), and has majority ownership of Pakistan's largest
cement manufacturer, Bestway Cement Limited, and United Bank
Limited, Pakistan's second largest bank in the private sector.

The Bestway Group has agreed to purchase the UK pharmacy business
("tCP") from the Co-operative Group for a purchase price of
GBP620 million. Bestway Wholesale and tCP are part of the Bestway
UK Group for which Moody's have assigned the ratings.


FERGUSON SHIPBUILDERS: Sale of Business Completed
-------------------------------------------------
Administrators of Ferguson Shipbuilders Limited, Newark Joiners
Limited and Ferguson-Ailsa Limited on Sept. 10, 2014, announced
the sale of the group's business and its assets to Clyde Blowers
Capital.

Blair Nimmo and Tony Friar of KPMG LLP were appointed as Joint
Administrators of the Group on Aug. 14, 2014.

Mr. Nimmo said: "It is extremely pleasing to secure the sale of
Ferguson Shipbuilders in such a short timeframe and to buyers who
can see the potential in the business and its skilled workforce.

"We would like to thank those employees, and all parties with an
interest in Ferguson Shipbuilders, including various government
agencies, for their patience and support during this period.

"We would also like to wish Clyde Blowers Capital every success
for the future. As new owners they have an ambitious vision to
build on its heritage and grow a successful shipbuilding and
marine engineering business on the Clyde."

Jim McColl, Chairman and CEO of Clyde Blowers Capital said:

"We are pleased to have completed the purchase of Ferguson's and
are excited by its potential to grow into a leading marine
engineering business. Having completed the deal, we will be
naming the company Ferguson Marine Engineering Ltd.  Work is now
well underway to develop a plan to rebuild Ferguson's, and we
look forward to working with the key stakeholders in that
rebuilding process."


FLOORS-2-GO: Administrators Frustrated Over Uncooperative Execs
---------------------------------------------------------------
Edward Devlin at Insider Media reports that administrators of
Floors-2-Go have been left "frustrated" by the lack of co-
operation from directors of the company while investigating the
failure of the Birmingham-headquartered flooring retailer.

New documents, seen by Insider, examining the collapse of the
group for the third time in six years have unveiled a complex web
which included a failed deal with a Chinese group, assets being
sold without valuations and company records going missing after a
vehicle carrying them was allegedly stolen.

Mark Bowen of MB Insolvency was appointed as administrator over
Nixon & Hope Ltd, which traded as Floors-2-Go, on July 4, 2014. A
deal was concluded days before the appointment with newco F2G
Retail Sales Ltd taking control of the assets, stores and staff,
according to the Insider. The 100 per cent shareholder of the new
owner is listed as Simeone Taylor, who works for Floors-2-Go's
main supplier -- and one of its largest creditors -- Anbo
International, the report discloses.

The Insider relates that a few months before this, with landlords
and suppliers circling, assets and employee contracts were
transferred in a deferred payment deal worth about GBP386,000 to
a company -- then called Floors 2 Go Ltd -- set up by Robert
(aged 44) and Richard (37) Hodges, descendants of the family
which founded the business in 1999. This was in anticipation of a
rescue deal from Chinese group Nature Floor which did not
conclude, according to the version events submitted by Nixon &
Hope director Parjinder Sangha to MB Insolvency, the Insider
relays.

The report says the directors advised Mark Bowen that no
valuation was carried out at the time. Mr. Bowen added that
questionnaires were issued to directors but had not been
completed at the time of the creditors document dated Aug. 5,
2014, the report relates.

According to the Insider, a statement of affairs listing the
amounts owed to creditors has not been given to MB Insolvency
despite requests from Mr. Bowen, who said his enquiries were
being "frustrated" by non-co-operation of Nixon & Hope's
directors. He was unable to advise on whether those owed money by
the company would receive a pay out or not, the report notes.

The Insider says trade creditors looked to be owed more than
GBP3.5m, with main supplier Anbo International the biggest of
this class.  HM Revenue & Customs was owed almost GBP120,000,
Nixon & Hope Ventures another GBP710,000 and Ronda Associates,
which holds the floating charge and whose sole director is Robert
Hodges (70), about GBP700,000, the Insider relays.

The report adds that Nixon & Hope's directors also told Mr. Bowen
that certain company record went missing when the vehicle
transferring them was stolen. MB Insolvency has asked for further
information, the report says.

Nixon & Hope was a company formed in August 2011 by Floor-2-Go
bosses David Vizor and Parjinder Sangha to buy 35 of the chain's
53 outlets after it collapsed for the second time owing almost
GBP12m in unsecured debts. The Hodges brothers were also
directors of Nixon & Hope, joining the company in November 2012.

Floors-2-Go traded adequately through the second half of 2011 and
into 2012. A linked company then bought the business and brand of
Allied Carpets, opening stores and trading online. The venture
traded poorly and did not accrue sufficient revenue to keep up
the licence fees and a substantial debt was stacked up, according
the creditor's report.


FLOWHOUSE (BEDFORD): Sold Out of Administration
-----------------------------------------------
InsolvencyNews reports that administrators have completed the
sale of a Bedford-based leisure site out of administration.

Operated by Flowhouse (Bedford) Limited, the site includes flow-
rider machines and cafes. The company's other site in Castleford
could not be sold however and was subsequently closed, the report
notes.

InsolvencyNews says the company had suffered from cash flow
difficulties, exacerbated by a fine levied upon the company and
it was not in a position to pay its debts when they fell due.

The fine was incurred following an incident which saw the
company's zip-wire facility closed in 2011, the report says.

Daniel Plant and Simon Plant of SFP Group were appointed as joint
administrators to the company on August 21, according to
InsolvencyNews.

"Flowhouse (Bedford) experienced cash-flow difficulties due to
its Castleford operation not being as successful as had hoped and
following the fine being levied upon the company, the company was
no longer able to pay its debts," InsolvencyNews quotes Daniel
Plant, partner at SFP Group, as saying.

"Thankfully, we have been able to complete a sale of the business
and assets at the Bedford operation with the preservation of the
jobs at this site. We have, unfortunately had to make staff
redundant at the Castleford site."

"We understand that customers with deposits/vouchers that have
been paid in relation to activities at the Castleford site and do
not wish to redeem these at Bedford will be able to claim a
refund."


MAMAS & PAPAS: Creditors Approve CVA Proposals
----------------------------------------------
The creditors of Mamas & Papas (Retail) Limited have voted
through the proposed landlord Company Voluntary Arrangements
("CVAs"), which will enable the retailer to revise lease terms
and proceed with its wider restructuring plan.

Daniel Butters -- dbutters@deloitte.co.uk -- and Clare Boardman -
- cboardman@deloitte.co.uk -- of Deloitte, the business advisory
firm, were appointed as nominees to the CVA proposed by Mamas &
Papas on Aug. 20, 2014 and now become the supervisors.

Commenting on the successful vote, Daniel Butters, Deloitte
partner, said: "The vote in favour of the CVAs enables Mamas &
Papas to revise lease terms and proceed with its wider
restructuring plan; benefiting creditors, members, employees,
suppliers and trade partners alike.

"In addition to securing votes from over 75% of all creditors,
for a CVA to be approved a company also needs the support of over
50% of unconnected creditors, of which landlords are the largest
group for Mamas & Papas.  I am satisfied that the results of the
vote represented the best outcome for all stakeholders and will
lead to a greater recovery rate for affected landlords."

Key facts of the CVA proposals are:

   -- All 60 retail sites continue trading as normal and continue
      to operate from the head office in Huddersfield.

   -- Mamas & Papas will therefore continue to service customers
      as normal and honour deposits/gifts.

Mamas & Papas is an upmarket prams and maternity wear chain.


MWL PRINT: To Enter Administration; 113 Jobs Axed
-------------------------------------------------
InsolvencyNews reports that MWL Pint Group Limited is set to
enter administration, resulting in the loss of 113 jobs.

The company has struggled with reducing profit margins within a
"very competitive" market, despite posting revenues of over GBP10
million last year, according to InsolvencyNews.

All 113 staff at the company has since been made redundant, the
report notes.

Deloitte is expected to be appointed to handle the administration
of the company, the report says.

InsolvencyNews relates that a statement issued by MWL Pint Group
said: "As profitability reduced, the group had difficulty in
meeting its commitments in respect of leased plant and machinery.

"Trading deteriorated further in the past six months such that
the Group no longer had sufficient funds to meet its liabilities
as they fell due leading to the decision to cease trading.

"Over the past two years, the group and its advisors had made a
number of attempts to sell the business in order to ensure that
it remained as a going concern.

"However, these attempts failed to generate any meaningful
interest. Furthermore, negotiations with the group's lenders and
lease creditors were not able to yield a restructuring of the
group's liabilities."

MWL Pint Group Limited is a commercial printing firm based in
Pontypool.


PHONES 4U: Administrators to Seek New Carrier Partner
-----------------------------------------------------
Amy Thomson at Bloomberg News reports that Phones 4u Ltd.'s
administrators plan to spend the next two days trying to find a
new mobile carrier ready to sell its service through the stores
or the chain will be liquidated.

"We've got some conversations to have with a range of people over
the next 24 or 48 hours to reopen a few shops, a few outlets, and
see if someone would like to buy," Bloomberg quotes Rob Hunt, a
partner at PriceWaterhouseCoopers LLP acting as an administrator
for the business, as saying in an interview on Sept. 15.

According to Bloomberg, Mr. Hunt said that a new carrier partner
will allow PwC to reopen a few stores as it looks for a buyer.
PwC has been appointed to oversee Phones 4u's business after the
mobile-phone retailer lost contracts with wireless carriers
Vodafone Group Plc and EE Ltd., representing 90% of the plans it
sells, Bloomberg relates.

EE and Vodafone said on Sept. 15 that they'd considered a joint
bid for Phones 4u earlier this year, Bloomberg recounts.  EE said
that the deal was too complex and Vodafone said it walked away
after receiving legal advice on a bid, Bloomberg notes.

"The business faces substantial costs, and if there's not enough
funding to pay for those costs and there's not a realistic
prospect, I wouldn't be doing my job properly," Mr. Hunt, as
cited by Bloomberg, said in an interview.  "We'd have to
liquidate."

The company, owned by BC Partners Holdings Ltd., shut its stores
yesterday and has said it will refund customers who have ordered
devices, like Apple Inc.'s new iPhone 6, and not received them,
Bloomberg relays.

According to Bloomberg, John Caudwell, who founded the business
in 1987 and sold it in 2006 for GBP1.46 billion (US$2.4 billion),
said that he thinks that prospects are dim for a sale of Phones
4u now that the three biggest U.K. wireless carriers, EE,
Vodafone and Telefonica SA's O2 have declined to renew their
contracts.

"There's nothing to buy," Mr. Caudwell said in an interview on
Bloomberg TV. "Ironically, the people who are going to buy the
shops and buy them at a bargain basement price are the people who
have perpetrated the disaster."

Mr. Hunt said that Phones 4u hasn't dismissed any employees yet,
Bloomberg notes.  PwC said in a statement that the administrators
will also be working to access the funds Phones 4u needs to pay
the business's costs, including workers' wages, Bloomberg
relates.

Phones 4u was a large independent mobile phone retailer in the
United Kingdom.


SPIRIT ISSUER: Fitch Assigns 'BB' Ratings to 2 Note Classes
-----------------------------------------------------------
Fitch Ratings has affirmed Spirit Issuer plc's notes at 'BB'.
The Outlooks on the notes have been revised to Positive from
Stable.

The affirmation is driven by Spirit's solid performance (since
the partial refinancing in November 2013) which outperformed the
Fitch base case by around 3% with March 2014 Trailing-Twelve-
Month (TTM) EBITDA growing by 4.9% to GBP152.9 million.  This was
primarily driven by the managed division with TTM EBITDA growing
by 6.8%.  On a per pub basis, annual managed division EBITDA
increased by 7.7% to GBP186.1k, which still lags peers such as
Greene King at around GBP210k, Marston's at GBP215k, and M&B at
GBP250k, but is gaining ground having increased by a 4-year CAGR
of 9.5%.  The tenanted estate also exceeded the base case,
despite a 4.9% reduction in the number of pubs during the year to
March 2014.  Reported metrics also remained consistent, with the
reported free cash flow (FCF) debt service coverage ratio (DSCR)
slightly above the previous year at 2.04x.

The Positive Outlook reflects the current positive momentum,
expectation of continued managed growth and further stabilization
within the tenanted estate over the next two years, supported by
on-going investment in conjunction with a more benign economic
environment.  This may lead to potentially improving forecast FCF
DSCR metrics.

Spirit is a whole business securitization of 640 managed pubs and
445 leased and tenanted pubs located across the UK owned and (in
the case of the managed pubs) operated by Spirit Pub Company plc
and its subsidiaries.  The securitized pubs represent around 90%
of Spirit Group's pub portfolio and are considered a reasonably
representative sample of the total estate.

KEY RATING DRIVERS

Industry Profile: Midrange

The operating environment is viewed as 'weaker'.  While the pub
sector in the UK has a long history, trading performance for some
assets has shown significant weakness in the past.  The sector is
highly exposed to discretionary spending, strong competition
(including from the off-trade), and other macro factors such as
minimum wages, rising utility costs and potential changes in
regulation (with the proposed statutory code in the
tenanted/leased segment).

The barriers to entry are viewed as 'midrange'.  Licensing laws
and regulations are moderately stringent, and managed pubs and
tenanted pubs (i.e., non-full repairing and insuring) are fairly
capital-intensive.  Switching costs, however, are generally
viewed as low, even though there may be some positive brand and
captive market effects.

The sustainability of the sector is viewed as 'midrange' with the
strong pub culture in the UK expected to persist, thereby taking
a large portion of the eating-drinking-out market.  In relation
to demographics, mild forecast population growth in the UK is a
credit-positive.

Company Profile: Midrange

The financial performance is viewed as 'midrange'.  Over the past
four years, the managed estate has achieved an EBITDA per pub
CAGR of 9.5%, in addition to a peer-leading like for like (LFL)
revenue CAGR of 4.0%.  In relation to the tenanted estate both
absolute and per pub performance has been relatively weak (4-year
EBITDA per pub CAGR of -2.1%), however, this weakness is
mitigated to some extent by Spirit's relatively low exposure to
the tenanted model, with total securitized EBITDA contribution
from the tenanted estate at around 22%.  The tenanted estate has
also started to grow again, with LFL net income increasing by
4.2% over the year to August 2014, while management has continued
to dispose of under-performing pubs.  Despite past declines, the
combined total EBITDA four-year CAGR of 2.3% supports the
midrange grade.

The company operations are viewed as 'midrange'.  Recently-
branded pubs represent a significant portion of total securitized
pubs as of FY14.  Spirit has limited pricing influence but it is
a fairly large operator within the pub sector (GBP758 million of
revenues in FY13, and around 2.5% total UK pubs by number) with
economies of scale. While operating leverage has been increasing
over the past few years as a result of the growing food offer,
the change in strategy is viewed favorably given the food-led
revenue growth.

Transparency is viewed as 'midrange' with the more transparent
managed business (self-operated) representing 78% and 59% of the
securitized group by EBITDA and estate respectively.

Dependence on operator is viewed as 'midrange'.  Operator
replacement is not viewed as straightforward but should be
possible within a reasonable period of time (several alternative
operators available).  Centralized management of managed and
tenanted estates and common supply contracts result in close
operational ties between both estates.

Asset quality is viewed as 'midrange'.  The pubs are considered
to be well-maintained following the recent completion of a three-
year GBP200 million investment program in relation to the managed
estate. Assets are also well-located (significant portion in
London and the south-east), however Spirit does have a
significant portion of managed pubs on leasehold equating to an
annual lease expense of around GBP30 million.  The secondary
market is fairly liquid (extensive disposal programs across the
industry have been absorbed).

Debt Structure Class A: Stronger

The debt profile is viewed as 'midrange' for the class A notes.
The majority of principal (around 80%) is to be repaid via
scheduled amortization, with the class A6 and A7 notes due to be
paid down via cash sweep under Fitch' base case (although they do
also benefit from back-ended scheduled amortization).  The debt
service profile increases gradually until 2026, meaning it is not
very well aligned with the industry risk profile, however it
gradually reduces from 2026 to 2036.

As a result of the mismatch between the scheduled amortization
profile of the class A6 and A7 notes and the class A1 and A3
swaps, under-hedging is scheduled to increase to around GBP73
million (around 10% of total principal) by 2018.  However, the
floating rate risk is mitigated by the cash sweep as prepayments
eliminate it in full by 2021 under Fitch's base case.  Stress
testing also suggests that floating rate exposure has a moderate
impact.

The interest rate swaps result in material mark-to-market
liabilities of around GBP150 million (18% of total debt
outstanding) albeit with a low likelihood of materializing (aside
from some minor breakage costs as a result of the cash sweep).
There are also step-up amounts which came into effect recently,
however, these are subordinated to the payments on the notes and
Fitch's ratings do not address the payment of these amounts.

The security package is viewed as 'stronger' for the class A
notes with comprehensive first ranking fixed and floating charges
over the issuer's assets and ultimately over all of the operating
assets.

The structural features are viewed as 'stronger'.  All standard
whole business securitizations legal and structural features are
present, and the covenant package is comprehensive.  The
financial covenant level is relatively high (with unadjusted FCF
DSCR at 1.3x) and the restricted payment condition is set at
industry-typical level of 1.45x FCF DSCR.  However, the tranched
liquidity facility reduces in line with principal meaning it
falls below the usual 18 months peak debt service coverage (to
around 15 months by 2020) which is a slight credit negative
(mitigated by the forecast reduction in leverage).

Peer Group - Spirit's closest peers are Marston's, Greene King
and M&B.  It is well aligned with its peers in terms of forecast
FCF DSCRs relative to rating levels, and also appears relatively
strong on a lease adjusted leverage basis with (rent-adjusted)
EBITDAR to net debt at 5.8x (as of March 2014).

RATING SENSITIVITIES

Positive - Any improvement in Fitch's base case FCF DSCR above
1.4x (vs. over 1.3x currently) due to continued outperformance of
the managed division, in addition to further stabilization in the
tenanted performance could trigger an upgrade.

Negative - Any deterioration of the forecast FCF DSCR below 1.2x
could trigger a revision of the Outlook to Negative or a
downgrade.  In relation to the proposed statutory code currently
being debated in Parliament, there is some uncertainty as to its
ultimate impact, and this could affect the ratings (with
potential increased costs, disruption of tenanted model).
However, this risk is mitigated by Spirit's overall low exposure
to the tenanted model.

TRANSACTION PERFORMANCE

Within the managed division, March 2014 TTM EBITDA grew by 6.8%
(despite six fewer pubs) with the margin also improving to 19.7%
from 19.0% as a result of effective cost control.

Tenanted per pub EBITDA continued to improve during the year to
March 2014 (by 7.4%) as smaller, weaker pubs were disposed of.
Spirit also reported LFL revenue and net income figures over the
year to August 2014 of 2.8% and 4.2%, which are significantly
above the previous year (-0.4%, -2.1%) and suggests stabilization
in the medium term may be possible.

Fitch's base case forecast for managed and tenanted division 21-
year EBITDA CAGRs are mildly positive and negative respectively,
resulting in a combined forecast CAGR of below 1%, with FCF
forecast to gradually decline under the base case due to both
increasing maintenance expenditure and corporate tax expense as
interest payments reduce.  These forecasts result in FCF DSCRs
(lease adjusted) to legal final maturity improving marginally
versus the most recent projections in November 2013 to around
1.33x.

As the transaction features an uneven debt profile, the minimum
of the average/median over the first 15 years of the transaction
are also monitored given the overall lower coverage during this
period.  On this basis the forecast FCF DSCR is just below 1.3x,
which still represents a significant improvement vs. the previous
projected coverage and supports the Positive Outlook.

The rating actions are as:

GBP43.4 million Class A1 notes due 2028: affirmed at 'BB';
Outlook changed to Positive from Stable

GBP188.6 million Class A2 notes due 2031: affirmed at 'BB';
Outlook changed to Positive from Stable

GBP56.3 million Class A3 notes due 2021: affirmed at 'BB';
Outlook changed to Positive from Stable

GBP208.3 million Class A4 notes due 2027: affirmed at 'BB';
Outlook changed to Positive from Stable

GBP161.1 million Class A5 notes due 2034: affirmed at 'BB';
Outlook changed to Positive from Stable

GBP101.3 million Class A6 notes due 2036: assigned 'BB'; Outlook
changed to Positive from Stable

GBP58.4 million Class A7 notes due 2036: assigned 'BB'; Outlook
changed to Positive from Stable


                            *********

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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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
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